<PAGE>


                                                                    EXHIBIT 10.2
--------------------------------------------------------------------------------
DATED                                                                      2003





                           (1) DAISYTEK - ISA LIMITED
                                  (AS BORROWER)


                                     - AND -

                       (2) GMAC COMMERCIAL CREDIT LIMITED
                                     (GMAC)








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


                              FACILITIES AGREEMENT


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





================================================================================



<PAGE>

                                    CONTENTS

<Table>
<S>                                                                                                         <C>
1.       CONSTRUCTION.........................................................................................1

2.       THE FACILITIES......................................................................................11

3.       PURPOSE.............................................................................................11

4.       INVOICE DISCOUNTING FACILITY........................................................................12

5.       SUPPLIER FINANCE FACILITY...........................................................................12

6.       TERM LOAN FACILITY..................................................................................12

7.       CONDITIONS PRECEDENT/SUBSEQUENT.....................................................................13

8.       FEES................................................................................................13

9.       REPAYMENT OF PRINCIPAL..............................................................................13

10.      DEPOSIT.............................................................................................14

11.      INTEREST............................................................................................14

12.      PREPAYMENT..........................................................................................14

13.      MANDATORY PRE-PAYMENT...............................................................................15

14.      DEFAULT INTEREST ON TERM LOAN FACILITY..............................................................15

15.      PAYMENTS............................................................................................15

16.      CHANGES IN CIRCUMSTANCES AND INCREASED COSTS........................................................16

17.      REPRESENTATIONS AND WARRANTIES......................................................................17

18.      FINANCIAL INFORMATION/REPORTING.....................................................................19

19.      FINANCIAL COVENANTS.................................................................................20

20.      NEGATIVE COVENANTS..................................................................................22

21.      POSITIVE COVENANTS..................................................................................23

22.      EVENTS OF DEFAULT...................................................................................24

23.      ASSIGNMENT AND TRANSFER.............................................................................26

24.      NOTICES.............................................................................................26

25.      WAIVERS.............................................................................................26

26.      EXPENSES............................................................................................27

27.      CONVERSION OF CURRENCIES/TRANSFER FEES..............................................................27
</Table>




<PAGE>

<Table>
<S>                                                                                                         <C>
28.      ILLEGALITY..........................................................................................28

29.      SET-OFF.............................................................................................28

30.      GOVERNING LAW AND JURISDICTION......................................................................28

31.      DEMANDS AND NOTIFICATION BINDING....................................................................29

32.      EURO................................................................................................29

33.      CERTIFICATIONS......................................................................................29

34.      COUNTERPARTS........................................................................................29

35.      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT.............................................................30

36.      JOINT AND SEVERAL LIABILITY.........................................................................30

SCHEDULE 1...................................................................................................31

     Pre-Conditions Documents................................................................................31

     Part 1   ...............................................................................................31

     Part 2   ...............................................................................................33

     The Security Documents..................................................................................33

SCHEDULE 2...................................................................................................35

     (Form of Compliance Certificate)........................................................................35

SCHEDULE 3...................................................................................................37

     Form of Notice of Drawdown..............................................................................37

SCHEDULE 4...................................................................................................38

ANNEX 1......................................................................................................43

     Forecast................................................................................................43
</Table>



<PAGE>



THIS FACILITIES AGREEMENT is made on                                        2003

BETWEEN:

(1)      DAISYTEK - ISA LIMITED (company number 04226999 whose registered office
         is at 66/70 Vicar Lane, Bradford, West Yorkshire, BD1 5AG (the
         "BORROWER");

(2)      GMAC COMMERCIAL CREDIT LIMITED (company number 0661920) whose
         registered office is at Sovereign House, Church Street, Brighton BN1
         1SS (GMAC);

WHEREAS

It is agreed to make available to the Borrower financing facilities upon the
terms and subject to the conditions set out in this Agreement.

IT IS AGREED as follows:

1.       CONSTRUCTION

         1.1      DEFINITIONS

                  In this Agreement, unless the context otherwise requires, the
                  following words and expressions will have the meaning set out
                  opposite them:

                  "ACCOUNT REFERENCE DATE" means 31 December 2002 or such other
                  date as GMAC shall agree to;

                  "ACCOUNTS" means the Term Loan Account, the Client Account and
                  all other accounts maintained by GMAC in relation to any of
                  the Facilities;

                  "ACCOUNT BALANCES" means the debit balance on the Accounts
                  from time to time;

                  "ACT" means the Companies Act 1985;

                  "AGREEMENT" means this Agreement as the same may be amended or
                  supplemented in writing by the parties from time to time and
                  shall include the Schedules and the Annex hereto;

                  "APPROVED CURRENCY" means in relation to the Term Loan
                  Facility, Sterling, in relation to the Invoice Discounting
                  Facility, Swedish or Norwegian Kroner, euro or Sterling and/or
                  any other currency which GMAC shall approve in writing and in
                  relation to the Supplier Finance Facility, euro or any other
                  currency which GMAC shall approve in writing;

                  "ARRANGEMENT FEE" means an amount of Pound Sterling130,000
                  payable pursuant to clause 8.3;

                  "AUDITED ACCOUNTS" means the latest available consolidated
                  audited accounts of the Borrower prepared in accordance with
                  Clause 18.1;





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                                       1
<PAGE>

                  "AVAILABLE INVOICE DISCOUNTING FACILITY" means at any time the
                  lesser of:

                  (i)      at any time such sum as shall be produced by
                           deducting the Special Margin from the Outstanding
                           Debts Notified to GMAC under the Invoice Discounting
                           Facility and multiplying the result by the Prepayment
                           Percentage and thereafter deducting therefrom the
                           aggregate of all Outstanding Prepayments, the Term
                           Loan Reserve; and

                  (ii)     Pound Sterling27,500,000 minus the Term Loan Reserve;

                  "AVAILABLE SUPPLIER FINANCE FACILITY" means the Supplier
                  Finance Facility less the aggregate unpaid invoices purchased
                  by GMAC under the Supplier Finance Facility;

                  "BORROWINGS" means the following:

                  (i)      money borrowed or raised and includes capitalised
                           interest;

                  (ii)     any liability under any bond, note, debenture, loan
                           stock, instrument or security;

                  (iii)    any liability for acceptance or documentary credits
                           or discounted instruments;

                  (iv)     any liability for the acquisition cost of assets or
                           services payable on deferred payment terms where the
                           period of deferment is more than 90 days;

                  (v)      any liability under debt purchase, factoring and
                           similar agreements and capital amounts owing under
                           finance leases, hire purchase or conditional sale
                           agreements or arrangements; and

                  (vi)     any liability under any guarantee or indemnity
                           (except product warranties);

                  "BUSINESS DAY" means a day (other than a Saturday or Sunday)
                  on which banks are open in London for business of the nature
                  required for the purposes of this Agreement;

                  "CAPITAL EXPENDITURE" has the meaning given to that term by UK
                  GAAP;

                  "CASH DEPOSIT" means the sum (if any) deposited from time to
                  time pursuant to Clause 10;

                  "CLIENT ACCOUNT" has the meaning ascribed to it in the UK
                  Invoice Discounting Agreement;

                  "COLLATERAL MONITORING FEE" means Pound Sterling45,000 payable
                  as provided in clause 8;

                  "COMMENCEMENT DATE" means the date of this Agreement;

                  "COMPLIANCE CERTIFICATE" means the certificate in the form
                  shown in Schedule 2 (or such other form agreed between GMAC
                  and the Borrower) to be delivered to GMAC pursuant to Clause
                  18.5 (Financial Information) and signed by the finance
                  director or the managing director of the Borrower, or by the
                  Borrower's auditors if delivered at the same time as the
                  Audited Accounts;





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                                                                               2
<PAGE>

                  "COSTS OF CONVERSION" means the currency conversion costs
                  incurred by GMAC in providing any of the Facilities in the
                  Approved Currencies, less such costs incurred in relation to
                  conversion already deducted under the separate Facilities.

                  "DEFAULT RATE" means the rate which is 2% (two per cent) per
                  annum above the Interest Rate;

                  "DIRECT OBLIGATIONS" means any amounts directly or
                  contingently owed by any Obligor to GMAC (including Costs of
                  Conversion) together with the aggregate of Prepayments under
                  the Invoice Discounting Agreement and payments made in respect
                  of the Invoice Purchase Prices under the Supplier Finance
                  Agreement;

                  "DRAWDOWN DATE" means any date on which the whole or any part
                  of the Facilities are drawn hereunder including when requests
                  for Prepayments are made under the Invoice Discounting
                  Agreement and when any Invoice Purchase Prices are paid
                  pursuant to the Supplier Finance Agreements;

                  "EARLY TERMINATION FEE EXCEPTIONS" means any/all of the
                  following:

                  (i)      the Group makes an acquisition which GMAC chooses to
                           finance independently or as agent of a syndicate
                           group which in turn results in a revision or
                           revisions being made to any of the Finance Documents
                           notwithstanding that the fees which GMAC requires to
                           be paid in respect of such revisions are paid by the
                           relevant parties; or

                  (ii)     GMAC agrees to accept a new funding package in
                           relation to the Group to be provided by a third party
                           financier as agent (for itself and GMAC) ("NEW
                           FUNDING PACKAGE") provided that:

                           (a)      GMAC retains a holding in such New Funding
                                    Package, the returns on which are the same
                                    or better than these GMAC is entitled to
                                    receive under the Facilities; and

                           (b)      the Group reimburse GMAC for all its legal
                                    and due diligence costs in respect of such
                                    New Funding Package on or before the date of
                                    entering into that New Funding Package;

                                    in which case GMAC will be entitled to a
                                    revised participation fee, net of any early
                                    termination fee which it would have been
                                    entitled to receive but for its agreeing to
                                    enter into the New Funding Package.

                  (iii)    termination of the Invoice Discounting Facility is
                           effected as a consequence of an increase in the
                           Administration Charge (as defined in the UK Invoice
                           Discounting Agreement) payable under clause 18.2 of
                           that agreement;

                  "EVENT OF DEFAULT" means any of the events specified in clause
                  22 (Events of Default);

                  "ENVIRONMENTAL APPROVAL" means any permit, licence, approval,
                  ruling, exemption or other authorisation required under
                  applicable Environmental Laws;

                  "ENVIRONMENTAL LAWS" means any and all laws, rules, orders,
                  regulations, statutes, ordinances or codes of any Governmental
                  Authority regulating, relating to or imposing liability or
                  standards of conduct concerning environmental protection




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                                                                               3
<PAGE>

                  matters, including without limitation, in relation to the
                  manufacture, processing, distribution, use, treatment,
                  storage, disposal, transport or handling of Materials of
                  Environmental Concern, as now or may at any time hereafter be
                  in effect;

                  "FACILITIES" means the Invoice Discounting Facility, the
                  Supplier Finance Facility and the Term Loan Facility and
                  "FACILITY" means any of them;

                  "FINANCE DOCUMENTS" means this Agreement, the Invoice
                  Discounting Agreements, the Supplier Finance Agreements, the
                  Security Documents and the H-P Invoice Purchase Agreement, the
                  Participation Agreement and Trust Deed the Source Supplies
                  Acknowledgement and Indemnity, the Supplies Team
                  Acknowledgement and Indemnity, the RAW Acknowledgement and
                  Indemnity, the LRB Acknowledgement and Indemnity and all other
                  deeds and documents entered into pursuant to or ancillary to
                  such documents;

                  "FORECAST" means the forecast as set out in Annex 1.

                  "GERMAN OBLIGORS" means ISA Deutschland GmbH, PAR Beteilgungs
                  GmbH and Supplies Team GmbH;

                  "GOVERNMENTAL AUTHORITY" means any nation or government, any
                  state or political sub-division thereof and any entity
                  exercising executive, legislative, judicial, regulatory or
                  administrative functions of any of the foregoing;

                  "GROUP" means the Borrower and all of its Subsidiaries and any
                  Subsidiaries of such Subsidiaries from time to time and
                  "MEMBER OF THE GROUP" or "GROUP COMPANY" means any of them;

                  "HEWLETT PACKARD" means Hewlett-Packard Europe BV Amsterdam,
                  Meyrin Branch 150, route du Nant d'Avril , 1217 Geneva,
                  Switzerland;

                  "HEWLETT PACKARD INVOICE PURCHASE AGREEMENT" means the
                  agreement made between GMAC and Hewlett-Packard on or about
                  the date hereof pursuant to which GMAC may purchase from
                  Hewlett Packard debts arising in respect of invoices issued by
                  Hewlett Packard to the Supplier Finance Beneficiaries;

                  "INSOLVENCY EVENT" and "INSOLVENT" shall, where applicable,
                  have the same meanings as "Insolvency" as such terms are
                  defined in the Invoice Discounting Agreements;

                  "INTELLECTUAL PROPERTY RIGHTS" means know-how, patents,
                  trademarks, service marks, designs, business names,
                  topographical or similar rights, copyrights or other
                  intellectual property monopoly rights, and any licence or
                  other interest in any such rights and "INTELLECTUAL PROPERTY"
                  shall be construed accordingly;

                  "INTEREST PAYMENT DATE" means the last Business Day of each
                  calendar month after the date hereof;

                  "INTEREST RATE" means the rate which is 1.55% (and reducing to
                  1.35% with effect from the Margin Reduction Date) above the
                  base rate of Lloyds TSB Bank Plc as fluctuating from time to
                  time;

                  "INVOICE DISCOUNTING AGREEMENTS" means the UK Invoice
                  Discounting Agreement and the Overseas Invoice Discounting
                  Agreements;




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                                                                               4
<PAGE>

                  "INVOICE DISCOUNTING FACILITY" means the UK Invoice
                  Discounting Facility and the Overseas Invoice Discounting
                  Facilities in the maximum aggregate amount of Pound
                  Sterling27,500,000;

                  "ISA INVOICE DISCOUNTERS" means collectively the Overseas ISA
                  Invoice Discounters and the UK ISA Invoice Discounter;

                  "LRB ACKNOWLEDGEMENT AND INDEMNITY" means the acknowledgement
                  and indemnity to be given by LRB Trading Limited to GMAC on or
                  about the date hereof;

                  "MARGIN REDUCTION DATE" means the date when:

                  (i)      Audited Accounts for 2002 are available which confirm
                           that the profits before tax in such accounts are at
                           or exceed those forecast in the base case forecast as
                           set out in the Forecast; or

                  (ii)     interim accounts confirmed by an auditor for the 6
                           month period to 30 June 2003 confirm that profits
                           before tax are at or exceed the Forecast or a
                           subsequent forecast prepared by the Company and
                           agreed with GMAC; or

                  (iii)    full period Audited Accounts after 31 December 2002
                           confirm that profits before tax are at or exceed the
                           Forecast or a subsequent forecast prepared by the
                           Company and agreed with GMAC;

                  AND a reconciliation is provided of the different accounting
                  methods (where applied) that have been used within the
                  Forecast and audited figures;

                  "MATERIAL ADVERSE EFFECT" means any effect which could be
                  expected to be materially adverse to:

                  (i)      the ability of any member of the Group to perform its
                           payment obligations under any of the Finance
                           Documents;

                  (ii)     the business, assets, financial condition or
                           prospects of the Group taken as a whole;

                  "MATERIALS OF ENVIRONMENTAL CONCERN" means chemicals,
                  pollutants, contaminants, wastes, toxic substances, petroleum
                  and petroleum products and distillates, and all hazardous
                  substances defined or regulated as such in or under any
                  Environmental Law;

                  "MONTHLY MANAGEMENT ACCOUNTS" means each set of management
                  accounts of the Group prepared by the Borrower at such
                  intervals and in such manner as is set out in Clause 18.2;

                  "NEW GROUP COMPANY" means any company which becomes part of
                  the Group subsequent to the Commencement Date;

                  "NORWEGIAN OBLIGORS" means the Supplies Team Norge AS and ISA
                  Scandinavia AS;

                  "OBLIGORS" means the Borrower and each other member of the
                  Group (including the ISA Invoice Discounters, the Swedish
                  Obligors, the Norwegian Obligors, the German





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                                                                               5
<PAGE>

                  Obligors, the UK Obligors and the Supplier Finance
                  Beneficiaries) which have undertaken (or in the future
                  undertake) obligations pursuant to one or more of the Finance
                  Documents, and "OBLIGOR" means any of them;

                  "OVERSEAS INVOICE DISCOUNTING AGREEMENTS" means the invoice
                  discounting agreements in a form acceptable to GMAC to be
                  entered into between GMAC and the Overseas ISA Invoice
                  Discounters in relation to the Overseas Invoice Discounting
                  Facility;

                  "OVERSEAS INVOICE DISCOUNTING FACILITY" means the invoice
                  discounting facilities made available by GMAC to the Overseas
                  ISA Invoice Discounters pursuant to clause 2.4 and on the
                  terms of the Overseas Invoice Discounting Facility Agreements;

                  "OVERSEAS ISA INVOICE DISCOUNTERS" means Oscar Dellert AB and
                  Supplies Team Norge AS;

                  "OVERSEAS SUPPLIER FINANCE AGREEMENTS" means the supplier
                  finance facility agreements in a form acceptable to GMAC to be
                  entered into between GMAC and the Overseas Supplier Finance
                  Beneficiaries on or about the date hereof;

                  "OVERSEAS SUPPLIER FINANCE FACILITIES" means the distribution
                  finance facilities made available by GMAC on the terms of the
                  Overseas Supplier Finance Agreements;

                  "OVERSEAS SUPPLIER FINANCE BENEFICIARIES" means Oscar Dellert
                  AB (for itself and for Supplies Team Norge AS) and ISA
                  Deutschland GmbH;

                  "PARENT" means Daisytek International Corporation ;

                  "PARTICIPATION AGREEMENT AND TRUST DEED" means the deed
                  pursuant to which GMAC agrees to the participation of Barclays
                  Bank PLC in the Facilities on the terms agreed therein and
                  made between GMAC and Barclays Bank PLC on or about the date
                  hereof;

                  "PERMITTED BORROWINGS" means:

                  (i)      Borrowings under invoice discounting facilities made
                           available by Euro Sales Finance plc to ISA Daisytek
                           SA, ISA Deutschland GmbH and by any third party
                           sources of finance to ISA Scandinavia AS and Supplies
                           Team SRL;

                  (ii)     intra-group loan facilities made between Obligors
                           which may be made after the Commencement Date;

                  (iii)    any Borrowings of any New Group Company provided that
                           no Group Company being part of the Group on the
                           Commencement Date provides any guarantee or security
                           whatsoever in respect of such borrowing; and

                  (iv)     trading debts any member of the Group has with the
                           Parent or any subsidiary of the Parent in the
                           ordinary course of business.

                  (v)      any Borrowings pursuant to the facility in existence
                           at the date hereof between KBC Bank Deutschland and
                           ISA Deutschland GmbH.


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                                                                               6
<PAGE>
                  "PERMITTED SECURITY INTEREST" means:

                  (i)      a lien or right of set off arising in the ordinary
                           course of trading solely by operation of law (or by
                           contractual provisions having a substantially similar
                           effect) except for any lien the rights to which have
                           been asserted;

                  (ii)     Security Interests arising under the Security
                           Documents; and

                  (iii)    Security Interests which GMAC have at any time in
                           writing agreed shall be a Permitted Security
                           Interest;

                  (iv)     the security currently in existence which has been
                           granted to Eurosales Finance plc by ISA Daisytek SA
                           and ISA Deutschland GmbH and security granted to any
                           third party financier pursuant to (i) of the
                           definition of "Permitted Borrowings" by ISA
                           Scandinavia AS and Supplies Team SRL; and

                  (v)      the security currently in existence which has been
                           granted to KBC Bank Deutschland AG by ISA Deutschland
                           GmbH.

                  "PREFERENTIAL CREDITORS" means those creditors of any Obligor
                  who, upon the insolvency of such Obligor, would have a
                  preferential or priority right to repayment ahead of the
                  holder of a floating charge in England (or, in the case of any
                  other jurisdiction, any creditor which may have equivalent
                  priority over any security granted to GMAC by the Security
                  Documents);

                  "PRIOR CHARGEHOLDERS" means the holder or beneficiary of any
                  mortgage, charge, trust, lien, reservation of ownership,
                  security interest or any other interest effecting the absolute
                  and unfettered ownership of or a first priority security
                  interest in the charged property;

                  "QUALIFYING INVENTORY" means all Hewlett Packard branded
                  inventory which is evidenced by (i) a supplier invoice and
                  (ii) proof of delivery form signed by the Borrower and/or
                  relevant Supplier Finance Beneficiary both in form
                  satisfactory to GMAC;

                  "QUARTERLY PERIOD" means each of the respective periods of
                  three months ending on the last day of March, June, September
                  and December;

                  "RAW ACKNOWLEDGEMENT AND INDEMNITY" means the acknowledgment
                  and indemnity to be given by RAW The Real Alternative
                  Wholesale Company Limited to GMAC on or about the date hereof;

                  "RESERVE" has the meaning ascribed to it in the UK Invoice
                  Discounting Agreement;

                  "SECURITY DOCUMENTS" means those documents listed in part 2 of
                  Schedule 1 and any other documents for the time being securing
                  (directly or indirectly) all or any of the Borrower's
                  obligations under this Agreement and/or all or any other
                  obligation (present or future, actual or contingent) of an
                  Obligor under the Finance Documents and references to any such
                  documents shall include the same as varied or amended in
                  writing by the parties thereto from time to time;

                  "SECURITY INTEREST" includes any mortgage, pledge, lien,
                  charge (whether fixed or floating), assignment by way of
                  security, hypothecation, security interest, standard






--------------------------------------------------------------------------------
                                                                               7
<PAGE>

                  security, assignment or assignation by way of security or any
                  other security agreement, retention of title, encumbrance of
                  any kind or arrangement relating to existing or future assets
                  having substantially the same economic affect as any of the
                  foregoing (including, without limitation, the deposit of
                  monies or property with a person with the primary intention of
                  affording such person a right of set-off or lien);

                  "SHARES" means shares of any class or description in the
                  Borrower or any Obligor;

                  "SOURCE SUPPLIES ACKNOWLEDGEMENT AND INDEMNITY" means the
                  acknowledgement and indemnity to be given by Source Supplies
                  Limited to GMAC to be dated on or about the date hereof;

                  "STERLING" means the lawful currency for the time being of the
                  United Kingdom;

                  "SUBSIDIARY" means:

                  (i)      a subsidiary as defined in section 736 of the
                           Companies Act 1985; and

                  (ii)     a subsidiary undertaking as defined in section 53(1)
                           of the Companies Act 1989;

                  "SUPPLIER FINANCE AGREEMENTS" means the UK Supplier Finance
                  Agreement and the Overseas Supplier Finance Agreements;

                  "SUPPLIER FINANCE ANNUAL FEE" means the annual fee of Pound
                  Sterling120,000 payable under clause 8:

                  "SUPPLIER FINANCE BENEFICIARIES" means collectively the UK
                  Supplier Finance Beneficiary and the Overseas Supplier Finance
                  Beneficiaries;

                  "SUPPLIER FINANCE FACILITY" means collectively the UK Supplier
                  Finance Facility and the Overseas Supplier Finance Facilities
                  up to the maximum aggregate amount of Pound Sterling6,000,000;

                  "SUPPLIES TEAM ACKNOWLEDGEMENT AND INDEMNITY" means the
                  acknowledgement and indemnity to be given by Supplies Team
                  Limited to GMAC on or about the date hereof;

                  "SWEDISH OBLIGORS" means Oscar Dellert AB and CTS Svenska AB;

                  "TAXES" means all present and future taxes (including VAT and
                  PAYE), levies, duties, withholdings or similar charges of
                  whatever nature and wherever levied or assessed, together with
                  interest thereon and any penalties in respect thereof;

                  "TERM LOAN ACCOUNTS" means an account or accounts in the name
                  of the Borrower with GMAC opened in connection with the Term
                  Loan Facility;

                  "TERM LOAN ACCOUNT BALANCES" means the debit balance on the
                  Term Loan Accounts from time to time;

                  "TERM LOAN ADVANCE" means a single advance made under Term
                  Loan Facility;




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                                                                               8
<PAGE>

                  "TERM LOAN FACILITY" means the loan facility to be made
                  available by GMAC to the Borrower pursuant to which GMAC will
                  make available the maximum aggregate amount of Pound
                  Sterling15,000,000, on the conditions contained herein; "TERM
                  LOAN INDEBTEDNESS" means the outstanding principal amount of
                  the Term Loan Facility and shall include interest due thereon
                  but unpaid as from time to time reduced by repayment or
                  prepayment or by any Cash Deposit (as defined in clause 10);

                  "TERM LOAN MATURITY DATE" means 3 years from the date of this
                  Agreement;

                  "TERM LOAN RESERVE" means the aggregate amount from time to
                  time outstanding under the Term Loan Facility;

                  "TOTAL LINE SIZE" means Pound Sterling33,500,000;

                  "TRANSFER FEES" means fees which GMAC incurs on the bank
                  accounts maintained in respect of the Facilities and in
                  relation to the movements between such accounts and GMAC's
                  general bank accounts;

                  "UK INVOICE DISCOUNTING AGREEMENT" means the invoice
                  discounting agreement in a form acceptable to GMAC to be
                  entered into between GMAC and the UK ISA Invoice Discounter on
                  or about the date hereof;

                  "UK INVOICE DISCOUNTING FACILITY" means the invoice
                  discounting facility made available by GMAC to the UK Supplier
                  Finance Beneficiary upon the terms of the UK Invoice
                  Discounting Agreement;

                  "UK ISA INVOICE DISCOUNTER" means ISA Wholesale Plc;

                  "UK OBLIGORS" means the Borrower, the UK ISA Invoice
                  Discounter, ISA International plc, Supplies team Limited, LRB
                  Trading Limited, ISA International Holdings Limited, ISA
                  Multimedia Limited, Computanet Corporation Limited, Hundleby
                  Computer Supplies Limited, Source Supplies Limited; OST Office
                  Supplies Team Limited and R.A.W. The Real Alternative
                  Wholesale Company Limited;

                  "UK SUPPLIER FINANCE AGREEMENT" means the agreement entered
                  into between GMAC and the UK Supplier Finance Beneficiary in a
                  form acceptable to GMAC to be entered on or about the date
                  hereof;

                  "UK SUPPLIER FINANCE BENEFICIARY" means ISA Wholesale Plc,

                  "UK SUPPLIER FINANCE FACILITY" means the extended payment
                  facility made available by GMAC to the UK Supplier Finance
                  Beneficiary upon the terms of the UK Supplier Finance
                  Agreement.

                  "VALUER" means any reputable Valuer appointed by GMAC from
                  time to time.




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                                                                               9
<PAGE>

         1.2      INTERPRETATION

                  In this Agreement:

                  1.2.1    unless otherwise defined in this Agreement or the
                           context requires otherwise, words and expressions
                           defined in the UK Invoice Discounting Agreement and
                           the Supplier Finance Facility Agreement shall have
                           the same meanings when used in this Agreement;

                  1.2.2    a clause or schedule shall (except where the context
                           otherwise requires) be construed as a reference to
                           the relevant clause in or schedule to (and forming a
                           part of) this Agreement;

                  1.2.3    a person shall include a body corporate, individual,
                           firm or an unincorporated body of persons (as the
                           case may be);

                  1.2.4    the singular shall include the plural and vice-versa
                           and the masculine, the feminine and the neuter;

                  1.2.5    any statutory provision shall be deemed to mean and
                           to include a reference to any modification,
                           consolidation or re-enactment thereof for the time
                           being in force and any analogous provision or rule
                           under any applicable law;

                  1.2.6    "BORROWER" shall, where the context admits, include
                           their respective personal representatives, successors
                           in title or permitted assigns (whether immediate or
                           derivative);

                  1.2.7    any reference herein to any document, including to
                           this Agreement includes such document as amended,
                           novated, supplemented, substituted, extended,
                           assigned or replaced from time to time and includes
                           any document which is supplemental hereto or thereto;

                  1.2.8    the meaning of general words introduced by the word
                           "OTHER" and the word "OTHERWISE" shall not be limited
                           by reference to any preceding words or enumeration
                           including a particular class of acts, matters or
                           things;

                  1.2.9    where a word or phrase has to be considered in
                           relation to a jurisdiction outside England and there
                           is no exact equivalent of such word or phrase then it
                           shall have the meaning of the closest equivalent in
                           such jurisdiction;

                  1.2.10   "INDEBTEDNESS" includes any obligation (whether
                           incurred as principal, guarantor or surety) for the
                           payment or repayment of money, whether present or
                           future, actual or contingent.

                  1.2.11   whether something is "MATERIAL" shall be determined
                           by GMAC acting reasonably taking into account the
                           financial position of the Group and/or any potential
                           adverse effect on GMAC's security.

                  1.2.12   a "MONTH" is a reference to a period starting on one
                           day in a calendar month and ending on (but not
                           including) the numerically corresponding day in the
                           next succeeding calendar month save that, where any
                           such period would otherwise end on a day which is not
                           a business day, it shall end on the next succeeding
                           business day, unless that day falls in the calendar
                           month succeeding that in which it would otherwise
                           have ended, in which case it





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                                                                              10
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                           shall end on the immediately preceding business day;
                           provided that, if a period starts on the last
                           business day in a calendar month or if there is not
                           numerically corresponding day in the month in which
                           that period ends, that period shall end on the last
                           business day in the later month (and references to
                           "MONTHS" shall be construed accordingly).

                  1.2.13   for the purposes of identification of the Obligors,
                           the full names and corporate details of each of the
                           Obligors are set out in Schedule 4.

                  The headings in this Agreement are inserted for convenience
                  only and shall not affect its construction or interpretation.

2.       THE FACILITIES

         2.1      Subject to the terms of this Agreement and the Invoice
                  Discounting Agreements, GMAC agrees to make available to the
                  UK ISA Invoice Discounter and the Overseas ISA Invoice
                  Discounters the Invoice Discounting Facility.

         2.2      Subject to the terms of this Agreement and the Supplier
                  Finance Agreements, GMAC agrees to make available to the
                  Borrower and the Overseas ISA Supplier Finance Beneficiaries
                  the Supplier Finance Facility.

         2.3      Subject to the terms of this Agreement, GMAC agree to make
                  available to the Borrower the Term Loan Facility.

         2.4      The Invoice Discounting Facility, Supplier Finance Facility
                  and Term Loan Facility shall be made available to the relevant
                  Obligors, provided that at no time the aggregate of:

                  2.4.1    the Term Loan Advance;

                  2.4.2    the total aggregate of Prepayments Outstanding under
                           the Invoice Discounting Facility;

                  2.4.3    the total aggregate of unpaid invoices outstanding
                           under the Supplier Finance Facility;

                  2.4.4    the Direct Obligations other than those specified in
                           Clauses 2.4.1 to 2.4.3; and

                  2.4.5    the Reserves;

                  shall exceed the Total Line Size.

         2.5      GMAC shall make the Facilities Available in the Approved
                  Currencies.

3.       PURPOSE

         The Facilities may be used by the Borrower and the relevant Obligors:

         3.1      to fund the working capital and medium term financing
                  requirements of the Group; and

         3.2      for such other purposes as GMAC may agree,




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                                                                              11
<PAGE>

         but may not be used for any purpose which could constitute unlawful
         financial assistance and GMAC shall not be bound to enquire as to, nor
         shall it be responsible for, the use or application by the Borrower or
         the Obligors of all or any part of the Facilities.

4.       INVOICE DISCOUNTING FACILITY

         4.1      UTILISATION OF THE INVOICE DISCOUNTING FACILITY

                  Subject to the provisions of clause 7 (Conditions Precedent)
                  being satisfied, the UK ISA Invoice Discounter and the
                  Overseas ISA Invoice Discounters may only request Prepayments
                  under the Invoice Discounting Facility if the amount of the
                  Prepayment requested to be made does not exceed the Available
                  Invoice Discounting Facility.

         4.2      GOVERNING TERMS

                  The Invoice Discounting Facility shall be available to the UK
                  ISA Invoice Discounter subject to and upon the terms and
                  conditions of the UK Invoice Discounting Agreement and to the
                  Overseas ISA Invoice Discounters on the terms and conditions
                  of the Overseas Invoice Discounting Agreements.

5.       SUPPLIER FINANCE FACILITY

         5.1      Subject to the provisions of clause 7 (Conditions Precedent)
                  being satisfied, the UK Supplier Finance Beneficiary and the
                  Overseas Supplier Finance Beneficiaries may only utilise the
                  Supplier Finance Facility if the amount of the payment
                  required to be made, or the liability to be assumed by GMAC in
                  respect of such payment or other utilisation does not exceed
                  the Available Supplier Finance Facility.

         5.2      GOVERNING TERMS

                  The Supplier Finance Facility shall be available to the UK
                  Supplier Finance Beneficiary and the Overseas Supplier Finance
                  Beneficiaries subject to and upon such terms and conditions as
                  set out in the UK Supplier Finance Agreement and the Overseas
                  Supplier Finance Agreements respectively.

6.       TERM LOAN FACILITY

         Subject to the provisions contained in clause 7 (Conditions Precedent)
         and the terms contained herein, the Term Loan Facility shall be
         available for drawing by the Borrower subject as follows:

         6.1      the Term Loan Facility shall be available for drawing subject
                  to the provisions of this Agreement by the Borrower by way of
                  a single advance to the Borrower for the period of 3 Business
                  Days from the date of this Agreement, after which the Term
                  Loan Facility will cease to be available (without prejudice to
                  the availability of the Supplier Finance Facility and the
                  Invoice Discounting Facility);

         6.2      The receipt by GMAC of a drawdown notice as per Schedule 3.
                  The Borrower acknowledges that any notice of drawdown given in
                  accordance with the Term Loan Facility shall be irrevocable
                  and shall oblige the Borrower to borrow the amount specified
                  on the relevant Drawdown Date.




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                                                                              12
<PAGE>

7.       CONDITIONS PRECEDENT/SUBSEQUENT

         7.1      The Facilities will only become effective once GMAC has
                  received in form and substance satisfactory to them, all of
                  the documents and evidence listed in parts 1 and 2 of Schedule
                  1;

         7.2      The Facilities will only be available for drawing if:-

                  7.2.1    there is no Event of Default and no event has
                           occurred which, with the lapse of time or giving of
                           notice or both, would constitute an Event of Default;

                  7.2.2    the representations and warranties set out in clause
                           17 (Representations and Warranties) are true and
                           accurate as of the date of the proposed Drawdown Date
                           and would remain true following such drawdown and
                           thereafter the representation and warranties set out
                           in clause 17 (Representations and Warranties) which
                           are deemed to be repeated on the dates set out
                           therein are true and accurate;

                  7.2.3    the ISA Invoice Discounters shall have entered into
                           the Invoice Discounting Agreements and the Invoice
                           Discounting Agreements are then in full force and
                           effect and none of the ISA Invoice Discounters are in
                           default thereunder;

                  7.2.4    the Supplier Finance Beneficiaries shall have entered
                           into the Supplier Finance Agreements and none of the
                           Supplier Finance Beneficiaries are in default
                           thereunder.

         7.3      The Term Loan Facility will only be available for drawing
                  under clause 6 if at the relevant time, the Available Invoice
                  Discounting Facility is at least Pound Sterling15,000,000.

8.       FEES

         8.1      All fees will be fully earned upon becoming due and will not
                  be refundable.

         8.2      The Collateral Monitoring Fee shall be payable by equal
                  monthly instalments in arrears.

         8.3      The Arrangement Fee shall be paid by the Borrower to GMAC on
                  the earlier of Commencement Date or the Drawdown Date.

         8.4      Fees payable under this clause 8 (Fees) shall be paid in
                  accordance with clause 15 (Payments).

         8.5      The Supplier Finance Annual Fee shall be payable by the
                  Supplier Finance Beneficiaries on the last Business Day of
                  each anniversary of the Commencement Date or in accordance
                  with Clause 15.5;

         8.6      An Administration Charge shall be payable in accordance with
                  Invoice Discounting Agreement;

9.       REPAYMENT OF PRINCIPAL

         9.1      Subject to the other provisions of this Agreement, the
                  Borrower shall repay all amounts outstanding under the Term
                  Loan Facility in one instalment on the Term Loan Maturity
                  Date.





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                                                                              13
<PAGE>

10.      DEPOSIT

         10.1     In the event that the Available Invoice Discounting Facility
                  (but prior to the deduction of the Term Loan Reserve) is less
                  than the Term Loan Reserve the Borrower shall immediately on
                  demand place with GMAC a cash deposit (the "CASH DEPOSIT")
                  equal to such deficit (the "DEFICIT").

         10.2     If the Deficit increases, the Borrower shall increase the Cash
                  Deposit pro tanto. If the Deficit decreases, GMAC shall refund
                  the Cash Deposit pro tanto.

11.      INTEREST

         11.1     Interest on the Term Loan Facility will be charged on the Term
                  Loan Account Balances less the Cash Deposit (if any) at the
                  Interest Rate and will be due and payable on each Interest
                  Payment Date.

         11.2     All interest on the Term Loan Facility shall accrue from day
                  to day and shall be computed on the basis of a 365 day year
                  and the number of days elapsed.

         11.3     Interest payable under this clause 11 (Interest) shall be paid
                  in accordance with clause 15 (Payments).

12.      PREPAYMENT

         12.1     The Borrower or any Group Company may voluntarily prepay the
                  whole but not part of the Facilities (including any Direct
                  Obligations) provided that GMAC has received from the Borrower
                  not less than 90 days' prior written notice of the proposed
                  date of prepayment. Such written notice when given shall be
                  irrevocable. Any such amount once it has been prepaid may not
                  be re-drawn.

         12.2     The Borrower may voluntarily prepay the whole or part of the
                  Supplier Finance Facility on or after the first anniversary of
                  the Commencement Date provided that:

                  (i)      the relevant Supplier Finance Beneficiary or
                           Beneficiaries give not less than 90 days prior
                           written notice to GMAC; and

                  (ii)     a prepayment fee equal to the Supplier Finance Annual
                           Fee (or instalments thereof) which would, but for the
                           prepayment being made, be payable up to the
                           anniversary of the Commencement Date if the
                           prepayment is made in the first year or up to
                           subsequent applicable anniversaries depending on
                           which year the prepayment is made, being paid in
                           full.

                  Upon satisfaction of (i) and (ii) above the Collateral
                  Monitoring Fee and the Supplier Finance Annual Fee will cease
                  to be payable. For the avoidance of doubt, termination of the
                  Supplier Finance Facility pursuant to this Clause 12.2 shall
                  not result in a requirement for the Borrower to terminate any
                  of the other Facilities.

                  Such written notice when given shall be irrevocable. Any such
                  amount once it has been prepaid may not be re-drawn.

         12.3     Subject to the Early Termination Fee Exceptions, upon
                  termination of any of the Facilities other than the Supplier
                  Finance Facility, prior to the end of the initial 3 year term,
                  or prior to any subsequent annual renewal thereafter, GMAC
                  will be entitled to an early termination fee equal to 1% of
                  the Total Line Size, but less any sum paid by






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                                                                              14
<PAGE>

                  an Obligor under similar provisions in any of the other
                  Finance Documents and less the amount of any prepayment fee
                  payable under Clause 12.2.

         12.4     For the avoidance of doubt, should the Hewlett Packard Invoice
                  Purchase Agreement be terminated for whatever reason, such
                  termination shall trigger a requirement that the whole (not
                  part) of the Supplier Finance Facility be immediately repaid
                  and the appropriate prepayment fee as set out in part (ii) of
                  Clause 12.2 shall become immediately payable to GMAC.

13.      MANDATORY PRE-PAYMENT

         13.1     If at any time during the availability of the Term Loan
                  Facility any of the events described in Clause 19.1 and 19.2
                  of the Invoice Discounting Agreements (or their equivalent in
                  the Overseas Invoice Discounting Agreements) occur
                  (irrespective of whether GMAC subsequently terminates the
                  relevant agreement as a result) the Borrower shall prepay all
                  the Facilities on demand by GMAC together with interest and
                  other amounts payable thereunder.

14.      DEFAULT INTEREST ON TERM LOAN FACILITY

         14.1     If the Borrower fails to pay any amount due on the Term Loan
                  Facility under this Agreement on its due date, the Borrower
                  shall be liable (if GMAC so requires) for interest on such
                  amount from the date of such default until the date of actual
                  payment (as well after as before judgement or demand) at the
                  Default Rate. The Borrower's liability under this clause shall
                  be in substitution for the liability for interest on such
                  defaulted amount at the otherwise applicable rate of interest
                  under this Agreement. Such interest shall be payable on demand
                  and, to the extent not actually paid, shall be compounded
                  monthly in arrears and debited to any of the Accounts as GMAC
                  shall at its option nominate.

         14.2     For so long as any Event of Default has occurred and is
                  continuing, (if GMAC so requires) the rate specified for the
                  purpose of the definition of "Interest Rate" shall be
                  increased so that such rate is equal to the Default Rate. The
                  other provisions of this Agreement relating to the calculation
                  and payment of interest shall continue to apply. This clause
                  14.2 shall not apply to any amount on which the Borrower is
                  liable to pay interest under clause 14.1.

         14.3     GMAC and the Borrower agree that the Default Rate and any
                  increase to the Interest Rate which takes effect pursuant to
                  clause 14.2 represents a genuine pre-estimate of the GMAC's
                  administrative, funding and other costs, loss and increased
                  risk and is not a penalty.

15.      PAYMENTS

         15.1     The Borrower and relevant Obligors will make all payments due
                  under this Agreement:

                  15.1.1   in cleared funds for value on the relevant date; and

                  15.1.2   without set-off or counterclaim and, except when
                           required by law, without any deduction for taxes or
                           for any other reason. If the Borrower or any Obligor
                           is compelled by law to make any deductions, the
                           Borrower or any Obligor shall pay such additional
                           amounts ("ADDITIONAL AMOUNTS") as are necessary to
                           ensure receipt by GMAC of the full amount which GMAC






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                                                                              15
<PAGE>

                           would have received but for such deduction. Without
                           prejudice to the foregoing, in the event of any such
                           deduction for tax, the Borrower or any Obligor will
                           within seven days of effecting any such deduction
                           provide GMAC with any appropriate certificate (R185
                           or similar certificate) in favour of GMAC in relation
                           to such tax deduction and shall provide GMAC with
                           evidence satisfactory to GMAC of payment to the
                           Inland Revenue of the tax deducted within seven days
                           of the due date for payment of the same to the Inland
                           Revenue. On receipt by GMAC of such appropriate
                           certificate, GMAC shall repay to the Borrower or the
                           relevant Obligor an amount equal to the relevant
                           Additional Amounts.

         15.2     For the purposes of this clause, GMAC confirms that it is the
                  person beneficially entitled to interest under this Agreement
                  and is a company resident, for United Kingdom tax purposes, in
                  the United Kingdom.

         15.3     GMAC shall be entitled (and is hereby authorised by the
                  Borrower who will procure that each Obligor which is a party
                  to any of the Facility Agreements shall consent thereto) to
                  debit all payments (including, without limitation, principal
                  and interest and other amounts due under the Facilities) due
                  under this Agreement or any of the Security Documents either
                  to the Accounts or any other Accounts(s) of the Borrower or of
                  any such Obligor held with GMAC.

         15.4     The Borrower and relevant Obligors shall repay the amounts
                  owing under the Facilities in the Approved Currency in which
                  that Borrower or relevant Obligor borrowed or utilised the
                  relevant portion of that Facility.

         15.5     Notwithstanding Clause 8.1 and 8.5, the Supplier Finance
                  Annual Fees in respect of each annual sum (payable in
                  accordance with clause 8.5) may be payable to GMAC by way of
                  equal instalments in advance, the first such instalment being
                  payable on the Commencement Date with successive instalments
                  being payable thereafter at successive three monthly
                  intervals.

         15.6     Sterling is the currency of account and payment for each and
                  every sum at any time due from the Borrower under the Term
                  Loan Facility.

         15.7     If any sum due from the Borrower under the Term Loan Facility
                  or any order or judgment given or made in relation thereto is
                  in a currency other than sterling, GMAC shall convert such
                  currency into sterling at its spot rate for such other
                  currency and the Borrower shall indemnify and hold harmless
                  GMAC from and against any loss suffered as a result of any
                  such conversion.

16.      CHANGES IN CIRCUMSTANCES AND INCREASED COSTS

         16.1     If at any time it becomes unlawful or impossible for GMAC to
                  advance, maintain or fund the whole or any part of the Term
                  Loan Facility or the Accounts Balance, GMAC may at any time by
                  written notice to the Borrower require the Borrower to repay
                  the whole or any part of the Term Loan Facility, and/or the
                  Accounts Balance (in addition to its obligations under the
                  Invoice Discounting Agreements and the Supplier Finance
                  Agreements) immediately, together with any outstanding
                  interest and all other sums due under this Agreement and the
                  Security Documents.

         16.2     The Borrower shall pay to GMAC on demand such amount as GMAC
                  may from time to time certify as being necessary to compensate
                  it for any increase in the cost of funding the Term Loan
                  Facility or the Accounts Balance or for any reduction in the




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                                                                              16
<PAGE>

                  rate of return under this Agreement, incurred by GMAC as a
                  result of compliance with any official directives,
                  requirements or requests of any regulatory authority (whether
                  or not having the force of law) or any law or regulation
                  (including any changes to, or change in the interpretation of,
                  the 1988 Capital Accord as a result of any proposals made by
                  the Bank Committee on Basel Regulation and Supervisory
                  Practice for Reform of the 1988 Capital Accord, published in
                  June 1999 as revised or amended, including any further
                  proposals of the Basel Committee (including, without
                  limitation, those relating to reserve assets, special
                  deposits, taxes (other than tax on its overall net income),
                  capital adequacy and/or asset ratios).

17.      REPRESENTATIONS AND WARRANTIES

         The Borrower hereby represents and warrants in relation to itself and
         each other Obligor that:

         17.1     it is a limited liability company incorporated under the laws
                  of England and Wales (or relevant overseas jurisdiction) and
                  has the power to own its property and assets and carry on its
                  business as it is now being and will be conducted;

         17.2     it has the power to enter into and perform its obligations
                  under each of the Finance Documents to which it is a party and
                  all necessary action (corporate or otherwise) has been taken
                  to authorise its unconditional entry into and performance of
                  its obligations under each of the Finance Documents to which
                  it is a party and the borrowing or utilising of the Facilities
                  upon the terms and conditions contained herein;

         17.3     all authorisations, approvals, consents, licences, exemptions,
                  filings, registrations, notarisations and other matters
                  required in connection with the entry into, performance and
                  validity of the Finance Documents, the borrowing or
                  utilisation of the Facilities and the granting of the Security
                  Documents have been obtained and are in full force and effect,
                  and any requirements thereof have been or will be at the
                  appropriate time complied with or fulfilled;

         17.4     the Finance Documents to which it is a party constitute its
                  legal, valid, binding and enforceable obligations or will,
                  following appropriate registration, constitute legal valid and
                  enforceable obligations and subject in each case to the
                  principle that specific performance and other equitable
                  remedies (where relevant) are discretionary remedies of the
                  court and subject to insolvency laws affecting the rights of
                  creditors generally;

         17.5     the entry into and performance of the Finance Documents to
                  which it is party and the transactions contemplated hereby and
                  thereby do not and will not conflict with (a) any law or
                  regulation or any official or judicial order, or (b) its
                  memorandum or articles of association (or overseas
                  equivalent); or (c) any agreement or document to which it is a
                  party or which is binding upon it or its assets;

         17.6     no member of the Group is in default under any agreement to
                  which it is a party which would have a Material Adverse Effect
                  and no litigation, arbitration or administrative proceedings
                  are current or pending or (to the knowledge of the Borrower)
                  threatened which would have a Material Adverse Effect;

         17.7     it is not aware of any material fact or circumstances that has
                  not been disclosed to GMAC which, if disclosed, would be
                  likely at the date of this Agreement to be relevant in
                  relation to (a) any material liability of GMAC under the
                  Finance Documents, or (b) in respect of Environmental Laws;





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                                                                              17
<PAGE>

         17.8     there has been no material adverse change to the nature of
                  business of the Group Companies since the decision was taken
                  by GMAC to provide the Facilities to the relevant Group
                  Companies;

         17.9     it is in all material respects in full compliance with all
                  Environmental Laws as presently applied and enforced which are
                  currently applicable to its operations and all Environmental
                  Approvals required in respect thereof have been obtained from
                  the appropriate authorities and are in full force and effect;

         17.10    the latest Audited Accounts delivered to GMAC under clause
                  18.1 hereof have been prepared in accordance with generally
                  accepted Accounting principles which have been consistently
                  applied (or if not consistently applied, such inconsistency
                  has been notified to GMAC) and such audited Accounts represent
                  a true and fair view of the financial position of the
                  companies in the Group for the relevant period for which such
                  Accounts were prepared;

         17.11    the Monthly Management Accounts delivered to GMAC under clause
                  18.2 hereof:

                  17.11.1  fairly represent the financial condition and
                           operations of the Group as at the date up to which
                           they have been prepared and for the period for which
                           such management Accounts relate; and

                  17.11.2  were or will when the same are produced be prepared
                           on a basis substantially in accordance with the
                           Accounting principles used in the latest audited
                           Accounts (other than in the event of any change
                           notified to GMAC),

                  in each case within the reasonable parameters which may be
                  expected of management Accounts not the subject of audit
                  procedures;

         17.12    none of its assets, property and undertaking are subject to
                  any Security Interest (other than as constituted by Permitted
                  Security Interests) and it is not a party to, nor are its
                  assets bound by any order, agreement or instrument under which
                  it is, or in certain events may be, required to create, assume
                  or permit to arise any Security Interest;

         17.13    no Event of Default has occurred or is outstanding and no
                  event has occurred which with the giving of notice or the
                  lapse of time or both would constitute an Event of Default;
                  and

         17.14    it has good valid and marketable freehold or leasehold title
                  to each or valid leases or licences of the properties over
                  which it purports to create security under the Security
                  Documents;

         17.15    all of the assets, property and undertaking which are not
                  subject to any lease or lease agreement are legally and
                  beneficially owned by it and all filings necessary for the
                  registration of title have been obtained or made;

         17.16    the Intellectual Property Rights owned by, or licensed to, an
                  Obligor:

                  17.16.1  are all of the Intellectual Property Rights required
                           by it in order for it to carry on its business as
                           currently conducted, and the relevant Obligor, in
                           carrying on its business, does not infringe any
                           Intellectual Property Rights of any third party;




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                                                                              18
<PAGE>

                  17.16.2  are (in the case of Intellectual Property Rights
                           which are owned) free of any Security Interests (save
                           for those created by Permitted Security Interests)
                           and any right or interest in favour of a third party.
                           Any Intellectual Property Rights licensed to the
                           relevant Obligor are free from any Security Interests
                           and any rights or interests in favour of a third
                           party save for those created by this Deed and for
                           those in favour of the owner(s) of such Intellectual
                           Property Rights; and

                  17.16.3  there is no actual or, to the best of the relevant
                           Obligor's knowledge and belief, threatened
                           infringement of the Intellectual Property Rights
                           owned by such Obligor.

         The representations and warranties set out in this clause 17 shall be
         deemed to be repeated on each Drawdown Date and on each Interest
         Payment Date with reference to the facts and circumstances then
         subsisting as if made at each such time.

18.      FINANCIAL INFORMATION/REPORTING

         18.1     As soon as available and in any event within 150 days after
                  the end of each of its financial years the Borrower will
                  deliver to GMAC the Audited Accounts of the Group as at the
                  end of such financial year which shall have been audited or
                  certified by an Accountant acceptable to GMAC.

         18.2     No later than 45 days after the end of each calendar month the
                  Borrower will deliver to GMAC Monthly Management Accounts in
                  respect of itself and the rest of the Group for the most
                  recent calendar month.

         18.3     No later than 60 days after the end of each calendar month,
                  the Borrower will deliver to GMAC Monthly Management Accounts
                  in respect of Kaye Office Supplies Limited.

         18.4     No later than 30 days after the end of each financial year (or
                  at other intervals which GMAC shall determine) the Borrower
                  will provide to GMAC annual projections and monthly cash flow
                  statements in the form required by GMAC. At GMAC's option
                  those projections and/or cash flows will be compiled by a
                  director of the Borrower.

         18.5     No later than 45 days after the end of each Quarterly Period
                  the Borrower will deliver a Compliance Certificate to GMAC.

         18.6     The Borrower shall deliver to GMAC confirmation of:

                  (i)     all insurance policy renewals or, as the case may, be
                          replacements provided their the levels and nature of
                          the replacement policies or are the same or better
                          than the policies to be replaced; and

                  (ii)    premiums paid in respect of the Group.

         18.7     Notwithstanding the specific provisions set out in clause 18.1
                  to 18.6 (inclusive) GMAC reserve the right so long as the
                  Facilities (or any of them) remain in place to require the
                  Borrower to provide GMAC (at the Borrower's cost) with such
                  financial information or other information about the Borrower
                  and/or the Group as GMAC may from time to time reasonably
                  require.





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                                                                              19
<PAGE>

19.      FINANCIAL COVENANTS

         19.1     For the duration of the Facilities, the Borrower shall procure
                  that:

                  19.1.1   Tangible Net Worth in respect of the Group shall not
                           be less than:

                           (i)      Pound Sterling2,000,000 as at 31 December
                                    2002; and

                           (ii)     not less than the following amounts at such
                                    Quarterly Periods thereafter:

                                    31 March 2003        Pound Sterling2,500,000
                                    30 June 2003         Pound Sterling2,500,000
                                    30 September 2003    Pound Sterling2,750,000
                                    31 December 2003     Pound Sterling3,000,000

                           This covenant shall be reset for the remainder of the
                           term of the Facility from future forecasts provided
                           by ISA which are acceptable to GMAC.

                  19.1.2   The ratio of Total Operating Profit to Gross
                           Financing Costs shall not be less than:

                           (a)      1.5:1:0 for all tests up to and including 30
                                    September 2003;

                           (b)      2.0:1.0 for all tests thereafter

                  19.1.3   Accounts Payable Turn in respect of the Borrower on a
                           consolidated basis shall not exceed 42 days.

                  19.1.4   Accounts Receivable Turn in respect of the Borrower
                           on a consolidated basis shall not exceed 52 days.

                  19.1.5   the aggregate gross value (including VAT) of all
                           credit notes issued by the ISA Invoice Discounters,
                           expressed as a percentage of the Gross Purchase Price
                           of all Debts purchased by GMAC pursuant to the
                           Invoice Discounting Agreements, shall not exceed six
                           per cent (6%) in any given period.

                  19.1.6   The monthly declaration of dilutions in respect of
                           the UK Supplier Finance Facility and each of the
                           Overseas Supplier Finance Facilities shall not exceed
                           5% on each respective facility.

                  19.1.7   With regard to the financial covenants specified in
                           clause 19.1.1 to 19.1.5 (as the case may be):

                           (a)      in the case of the covenant at 19.1.2, it
                                    shall be measured at successive three
                                    monthly intervals commencing on 31 March
                                    2003 and on a rolling twelve month basis
                                    with effect from 31 December 2003 and
                                    thereafter but prior to that date, at the
                                    ends of March, June and September 2003 on
                                    three, six and nine months rolling bases
                                    respectively.



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                           (b)      in the case of the covenant at 19.1.5, it
                                    shall be measured at successive monthly
                                    intervals, on a rolling three month basis,
                                    commencing with the three month period
                                    ending on 31 March 2003.

                           (c)      each of the covenants will be tested by
                                    reference to the relevant monthly financial
                                    statements in a format containing at least
                                    the information in those received from the
                                    Group for the period ending October 2002
                                    unless the Audited Accounts required to be
                                    delivered to GMAC pursuant to clause 18.1
                                    for the relevant period are available on the
                                    relevant testing date, in which case such
                                    Audited Accounts shall be used instead
                                    together with any available relevant monthly
                                    financial statements on a pro-rata basis;

                           (d)      if the Audited Accounts are not available
                                    when the covenant is tested but when such
                                    Audited Accounts become available they
                                    demonstrate that the figures in any relevant
                                    Monthly Management Accounts or financial
                                    statements used for any calculation of the
                                    financial covenant cannot have been
                                    substantially accurate, then GMAC shall
                                    require such adjustment to the calculations
                                    made or to be made as it, in its sole
                                    discretion, considers appropriate to rectify
                                    such inaccuracy and compliance with the
                                    financial covenants will be determined by
                                    references to such adjusted figures;

                           (e)      the components of the relevant financial
                                    covenants shall be calculated in accordance
                                    with accounting principles, standards and
                                    practices of the Borrower from time to time
                                    provided always that they are consistent
                                    with those generally accepted from time to
                                    time in the United Kingdom and approved by
                                    the Accounting Standards Board ("UK GAAP").
                                    In the case of any component calculated by
                                    reference to management accounts or
                                    unaudited financial statements, UK GAAP will
                                    be applied within the reasonable parameters
                                    which may be expected of such accounts or
                                    financial statements not the subject of
                                    audit procedures.

         19.2     In this Clause 19, the following terms shall bear the
                  following meanings:

                  "ACCOUNT RECEIVABLES TURN" means Trade Accounts Receivable
                  divided by cumulative sales (including VAT) in the year to
                  date multiplied by the number of days in the year to date;

                  "ACCOUNT PAYABLE TURN" means Gross Trade Accounts Payable
                  divided by cumulative Gross cost of sales (including VAT) in
                  the year to date multiplied by the number of days in the year
                  to date;

                  "CAPITAL EXPENDITURE" has the meaning given to that term by UK
                  GAAP.

                  "DILUTIONS" means the total credit notes given by
                  Hewlett-Packard to the Group in the last 12 months divided by
                  the total number of credit notes plus total remittances
                  received from the Group in the last 12 months;

                  "GROSS FINANCING COSTS" means in respect of any relevant
                  period, all interest, acceptance commission, payments under
                  interest rate management arrangements (whether by way of swap,
                  cap, collar, floor, option, forward rate agreement or
                  otherwise) and other continuing, regular or periodic costs,
                  charges and expenses in






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                                                                              21
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                  the nature of interest (whether paid, payable or capitalised
                  and including the interest element in hire purchase and
                  finance leasing charges) incurred by the Group during such
                  relevant period in effecting, servicing or maintaining
                  borrowings or borrowing facilities;

                  "GROSS TRADE ACCOUNTS PAYABLE" means all amounts inclusive of
                  tax payable by all the members of the Group in respect of
                  purchases by them of goods for the purposes of resale;

                  "TANGIBLE NET WORTH" means the aggregate of the amount paid up
                  or credited as paid up on the issued share capital and the
                  amount standing to the credit of the consolidated capital and
                  revenue reserves (including share premium account capital
                  redemption reserve and profit and loss account) of the Group
                  but after deducting:

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

                  (ii)     (to the extent included) any reserve created by any
                           upward revaluations of fixed assets made after the
                           Account Reference Date of the most recent Audited
                           Accounts published prior to the date of this
                           Agreement;

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

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

                  (v)      any other item identified by GMAC acting reasonably
                           but in its sole discretion;

                  "TOTAL OPERATING PROFIT" means in respect of any relevant
                  period, the consolidated total operating profit for continuing
                  operations, acquisitions (as a component of continuing
                  operations) and discontinued operations (as set out in
                  Financial Reporting Standard No. 3) of the Group but ignoring
                  any exceptional items.

                  "TRADE ACCOUNTS PAYABLE" means sums due by any of the Group in
                  respect of goods purchased by them for the purposes of resale;

                  "TRADE ACCOUNTS RECEIVABLE" means Debts (as defined in the UK
                  Invoice Discounting Agreement);

20.      NEGATIVE COVENANTS

         So long as the Facilities (or any of them) remain in place the Borrower
         shall not (and shall procure that no member of the Group shall) without
         GMAC's prior written consent:

         20.1     create or permit to subsist any Security Interest over any of
                  its assets, property or undertaking except for Permitted
                  Security Interests;

         20.2     by one or a series of transactions, whether related or not,
                  sell or otherwise dispose of all or any material part of its
                  property, assets or undertaking including without limitation
                  by any form of sale and leaseback or factoring (except in the
                  normal course of its business);




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<PAGE>

         20.3     carry on any trade or business with a company which is not an
                  Obligor other than in the normal course of trading;

         20.4     subscribe for any shares, loan notes, debentures, commercial
                  paper or other financial instrument issued or proposed to be
                  issued by a company which is not an Obligor or make any other
                  type of investment in such a company;

         20.5     save as between Obligors pay any dividends or other
                  distributions or issue or redeem any Shares with the exception
                  of payment of preferential dividends provided that:

                  20.5.1   performances to the Forecast or subsequent forecasts
                           which are provided by the Group and which are
                           acceptable to GMAC;

                  20.5.2   relevant covenants (which are to be determined by
                           GMAC) are given; and

                  20.5.3   that a minimum of Pound Sterling5,000,000 of the
                           Total Line Size shall be available for drawing but is
                           undrawn on the date of such payment and remaining
                           available but undrawn for 30 days after such payment
                           has been made;

         20.6     lend to, provide trade credit other than on arms length terms
                  to, or guarantee the obligations of, any company (or person)
                  which is not an Obligor; and

         20.7     enter into any Borrowings (save for Permitted Borrowings)
                  other than pursuant to the Finance Documents.

21.      POSITIVE COVENANTS

         21.1     The Borrower shall procure upon GMAC's written request that
                  any Subsidiary who is not already an Obligor of the Borrower
                  shall enter into security documents in form similar to those
                  entered into by the Obligors.

         21.2     The Borrower will promptly notify GMAC if any Event of Default
                  arises and of anything which might result in an Event of
                  Default.

         21.3     The Borrower shall and will procure that each Group Company
                  will pay all material Taxes due and payable by it or that
                  Group Company within a reasonable time of the relevant due
                  date.

         21.4     The Borrower shall and will procure that each Group Company
                  shall effect and maintain adequate insurances in relation to
                  its business and assets (which shall be insured for their full
                  replacement value) with reputable underwriters or insurers
                  against such risks as are usual for companies carrying on a
                  business such as that carried out by such Group Company and
                  that all such insurance policies shall name GMAC as first loss
                  payee.

         21.5     The Borrower shall and will procure that it and each Overseas
                  ISA Invoice Discounter will effect and maintain credit
                  insurances at its own expense in respect of all Domestic Debts
                  with reputable insurers. Such insurances shall:

                  21.5.1   provide cover against all risks which are normally
                           insured against by other companies;

                  21.5.2   be in such amounts as would in the circumstances be
                           prudent for such companies; and





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                                                                              23
<PAGE>

                  21.5.3   have the interest of GMAC as mortgagee noted on all
                           relevant policies (where it is possible to do so),

         and the Borrower will supply on reasonable request copies of each
         policy of insurance required to be maintained in accordance with this
         clause 21.5, together with the current premium receipts relating
         thereto.

22.      EVENTS OF DEFAULT

         In the event that:

         22.1     any Obligor fails to pay on the due date any amount payable by
                  it under any Finance Document to which it is a party except
                  where such failure arises solely from an error in the
                  transmission of funds and the failure to pay is not remedied
                  within two Business Days of the due date for payment; or

         22.2     any Obligor:

                  22.2.1   fails to comply with any of its obligations in clause
                           18 (Financial Information) or clause 19 (Financial
                           Covenants); or

                  22.2.2   fails to perform any of its respective obligations
                           under any Finance Document (other than those
                           specified in clause 22.1 or 22.2.1) within 3 Business
                           Days of such Obligors becoming aware of the relevant
                           breach; or

         22.3     any representation, warranty or statement made under or in
                  connection with any Finance Document is or proves to be untrue
                  in any material respect on the date as of which it was made or
                  deemed to be made or repeated; or

         22.4     there is any termination of any waiver, consent or priority
                  arrangement in GMAC's favour;

         22.5     an Insolvency Event occurs in respect of any Obligor ; or

         22.6     it becomes impossible or unlawful:

                  22.6.1   for an Obligor or any member of the Group to perform
                           any of its respective material obligations contained
                           in the Finance Documents or any of them; or

                  22.6.2   for GMAC to exercise any of its rights under this
                           Agreement and/or the Supplier Finance Agreements
                           and/or the Invoice Discounting Agreements and/or the
                           Security Documents or any of them; or

         22.7     any Finance Document does not come into or ceases to be in
                  full force and effect or is not for any reason valid and
                  binding upon and enforceable in all respects against an
                  Obligor; or

         22.8     GMAC is of the opinion acting reasonably that an event or
                  events have occurred which have caused a Material Adverse
                  Effect; or

         22.9     anything is done or permitted or omitted to be done by an
                  Obligor which GMAC is of the opinion acting reasonably may
                  materially impair the security created by the Security
                  Documents and/or prejudice or detract from an Obligor's
                  ability to perform the obligations contained in any Finance
                  Document; or




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                                                                              24
<PAGE>

         22.10    any of the events specified in clauses 22.6 to 22.9 above
                  occurs in relation to any other Company which is (for the time
                  being) the holding company of the Borrower or which is a
                  subsidiary of any such holding company (if any); or

         22.11    the Invoice Discounting Agreements (or any of them) are
                  terminated for any reason or the Borrower or any of the
                  Obligors are in default of obligations under the Invoice
                  Discounting Agreements (or any of them) in circumstances which
                  gives GMAC the immediate right to terminate the Invoice
                  Discounting Agreements (or any of them);

         22.12    any of the UK Supplier Finance Beneficiary, the Overseas
                  Supplier Finance Beneficiaries or the Obligors are in default
                  of obligations under the Supplier Finance Agreements (or any
                  of them) in circumstances which give GMAC the immediate right
                  to terminate the Supplier Finance Agreements (or any of them);

         22.13    the UK ISA Invoice Discounter fails to comply with any of one
                  of its obligations under the UK Invoice Discounting Agreement
                  or any of the Invoice Discounters fail to comply with the
                  equivalent clauses of the relevant Overseas Invoice
                  Discounting Agreements;

         22.14    the UK Supplier Finance Beneficiary fails to comply with any
                  of one of its obligations under the UK Supplier Finance
                  Agreement or any of the Overseas Supplier Finance
                  Beneficiaries fail to comply with their obligations under the
                  relevant Overseas Supplier Finance Agreements;

         22.15    if the Borrower or any Obligor has any obligation to a third
                  party for repayment of borrowed money in an amount in excess
                  of Pound Sterling50,000 which is declared due prior to its
                  stated maturity date or which the Borrower or any Obligor does
                  not pay it when due;

         22.16    if there is any change of control of the Borrower or any
                  Obligor which for these purposes shall mean a change in the
                  beneficial ownership of 50 per cent or more of the issued
                  share capital of the relevant company, or

         22.17    any application is made by any creditor of the Borrower or any
                  Obligor for a court order that GMAC must pay money to such
                  creditor; or

         22.18    any Obligor ceases or threatens to cease to carry on its
                  business; or

         22.19    the Insolvency or death of any person who has given a
                  guarantee or indemnity to GMAC for the obligations of the
                  Obligors, or notice of intention to end such guarantee or
                  indemnity is served or the legal disability of that person
                  arises unless a person satisfactory to GMAC is prepared to
                  provide a replacement guarantee or indemnity; or

         22.20    the Borrower or any Obligor factors or discounts its debts
                  with another party save for the invoice discounting
                  arrangements which have been entered into by ISA Daisytek SA
                  and ISA Deutschland GmbH with Euro Sales Finance plc and those
                  entered into by Supplies Team SRL and ISA Scandinavia AS with
                  any other financing source; or

         22.21    the Borrower or any Obligor suspends or threatens to suspend
                  its operation or except in the ordinary course of business
                  sell lease transfer or otherwise dispose of all or any
                  substantial part of its assets (whether by a single
                  transaction or by a series) or all or any part of its assets
                  are seized or appropriated by or on behalf of any governmental
                  or other authority or are compulsorily acquired;





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                                                                              25
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         then, in any such event GMAC may by notice in writing (a) terminate the
         Facilities (or any of them) and/or (b) declare the Accounts Balance and
         any other amounts due hereunder immediately due and payable whereupon
         the Borrower and the relevant Obligor will immediately comply with such
         demand by repaying the Accounts Balance together with all outstanding
         interest and any other amounts due under the Finance Documents.

23.      ASSIGNMENT AND TRANSFER

         23.1     The Borrower may not transfer or assign any of its rights
                  under any of the Finance Documents.

         23.2     GMAC may, without notice, transfer or assign all or any part
                  of and/or grant co-participation in the Facilities (or any of
                  them) and/or the Security Documents to any company, person or
                  body and the Borrower hereby irrevocably consents to any such
                  transfer, assignment or participation (and the disclosure by
                  GMAC to a transferee, assignee or participant or prospective
                  transferee, assignee or participant of any information about
                  the Borrower or the Group and the Facilities as GMAC may
                  consider appropriate) and undertakes to execute any
                  documentation GMAC may require to effect any such transfer or
                  assignment or participation.

         23.3     Any costs, charges or expenses (including legal expenses)
                  incurred by GMAC by reason of or in connection with the
                  transfer or assignment of, or grant of a participation in,
                  this agreement or the benefit of all or any part thereof shall
                  be for the sole account of GMAC, including the cost of
                  preparing any documentation to be entered into by the Borrower
                  to give effect to or otherwise facilitate such transfer,
                  assignment or participation PROVIDED that:

                  23.3.1   for the avoidance of doubt, this clause shall not
                           affect the responsibility of the Borrower in relation
                           to the costs (including legal costs) incurred in
                           relation to the participation granted to Barclays
                           Bank PLC by GMAC on the date of this Agreement; and

                  23.3.2   GMAC will reimburse the Borrower for any
                           out-of-pocket legal expenses (excluding VAT)
                           reasonably incurred by the Borrower in connection
                           with its execution of any documentation required by
                           GMAC for the purpose of any such transfer, assignment
                           or participation (save costs incurred under clause
                           23.3.1).

24.      NOTICES

         Any notice by either party to another shall be sent to the address or
         telefax number and marked for the attention set out on the signature
         page to this Agreement or such other address or telefax number as may
         from time to time be notified by that party to the other in accordance
         with this clause and shall be deemed duly given, if delivered
         personally or sent by facsimile, when so delivered or sent and, if sent
         by first class, registered or recorded delivery post, two days after
         the notice is posted. Any notice which by virtue of the provisions of
         this clause 24 be deemed served on a day which is not a Business Day or
         after 5.30pm on a Business Day shall be deemed to have been served at
         9.00am on the next succeeding Business Day.

25.      WAIVERS

         No failure or delay by GMAC in exercising any right, power or privilege
         under any Finance Document shall operate as a waiver thereof nor will
         any single or partial exercise of any right,






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                                                                              26
<PAGE>

         power or privilege preclude any further exercise thereof or prejudice
         any other or further exercise by GMAC of any of its rights or remedies
         under any Finance Document. Such rights and remedies are cumulative and
         not exclusive of any right or remedy provided by law.

26.      EXPENSES

         26.1     The Borrower shall be obliged pay to GMAC on demand on a full
                  indemnity basis (taking into account any expenses already
                  accounted for by GMAC under Finance Documents other than this
                  Agreement) whether or not there is a drawing under the
                  Facilities (or any of the foregoing):

                  26.1.1   any stamp documentary registration and other similar
                           duties or taxes in connection with the Finance
                           Documents; and

                  26.1.2   all costs and expenses (provided that any such costs
                           or expenses have been agreed by the Borrower in
                           advance) incurred in connection with the preparation,
                           negotiation or enforcement of the Finance Documents
                           (including legal fees, charges, disbursements, survey
                           and valuation fees, and value added tax and
                           disbursements, incidental to the administering of the
                           Term Loan Facility and/or the Accounts incurred by
                           GMAC).

         26.2     The Borrower shall also indemnify GMAC against any loss or
                  expense incurred by it as a consequence of the occurrence of
                  any non-payment.

         26.3     As soon as any of the above amounts become due from the
                  Borrower GMAC shall be entitled to debit such amounts either
                  to the Accounts or any other Accounts(s) of the Borrower.

27.      CONVERSION OF CURRENCIES/TRANSFER FEES

         27.1     In the event that GMAC makes any Prepayment in a currency (the
                  "PAYMENT CURRENCY") other than the currency of the relevant
                  Debt (the "DEBT CURRENCY"), GMAC shall be entitled (but not
                  obliged) on a daily basis whilst the relevant Debt is
                  Outstanding, to calculate the amount (the "CONVERTED AMOUNT")
                  of the Payment Currency which could be purchased with the
                  original amount of the Prepayment expressed in the Debt
                  Currency.

         27.2     If the above calculation reveals that the Converted Amount is
                  less than the amount of the Prepayment, GMAC shall be entitled
                  to deduct the amount of such deficit from the amount which
                  would otherwise be available to be drawn down by the Borrower
                  and the respective Overseas ISA Invoice Discounters.

         27.3     Furthermore GMAC shall be entitled to deduct the amount of
                  such deficit from the amount which would otherwise be
                  available to be drawn down by the Borrower and the respective
                  Overseas ISA Invoice Discounters for any Costs of Conversion
                  which GMAC incurs as a result of converting repayments in
                  currencies other than the Payment Currency, whether received
                  through enforcing security or otherwise.

         27.4     In the event that the Borrower or any of the other Obligors
                  becomes Insolvent, GMAC shall be entitled to claim the
                  equivalent in any of the Approved Currencies of any Costs of
                  Conversion which have been incurred by GMAC and remain unpaid.





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         27.5     GMAC shall be entitled to deduct from the amount which would
                  otherwise be available to be drawn down by the Borrower and
                  the other Overseas ISA Invoice discounters the amount
                  equivalent to any Transfer Fees.

28.      ILLEGALITY

         If any of the provisions of this Agreement become invalid, illegal or
         unenforceable in any respect under any law, the validity, legality and
         enforceability of the remaining provisions shall not in any way be
         affected or impaired.

29.      SET-OFF

         In addition to any right of set-off or other similar right to which
         GMAC may be entitled in law, GMAC acting (through any of its branches)
         may at any time and without notice to the Borrower combine and
         consolidate all or any of the Accounts between the Borrower and GMAC
         and/or set-off any monies and in any currency whatsoever, which GMAC
         may at any time hold for the Accounts of the Borrower, against any
         liabilities whatsoever which may be due and payable to GMAC from the
         Obligors.

30.      GOVERNING LAW AND JURISDICTION

         LAW

         This Agreement shall be governed by and construed in accordance with
English law.

         JURISDICTION

                  30.1.1   SUBMISSION

                           Each of the parties to this Agreement irrevocably
                           agrees that the courts of England shall have
                           jurisdiction to hear and determine any suit, action
                           or proceeding, and to settle any disputes which may
                           arise out of, or in connection with, this agreement
                           and, for such purposes, irrevocably submits to the
                           jurisdiction of such courts.

                  30.1.2   FORUM

                           Each of the parties irrevocably waives any objection
                           which it might now or hereafter have to the courts
                           referred to in clause 30.1.1 being nominated as the
                           forum to hear and determine any suit, action or
                           proceeding, and to settle any disputes which may
                           arise out of, or in connection with, this Agreement
                           and agrees not to claim that any such court is not a
                           convenient or appropriate forum.

                  30.1.3   OTHER COMPETENT JURISDICTIONS

                           The submission to the jurisdiction of the courts
                           referred to in clause 30.1.1 shall not (and shall not
                           be construed so as to) limit the right of GMAC to
                           take proceedings against the Borrower or any Obligor
                           in any other court of competent jurisdiction nor
                           shall the taking of proceedings in any one or more
                           jurisdictions preclude the taking of proceedings in
                           any other jurisdiction, whether concurrently or not.





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<PAGE>

                  30.1.4   CONSENT TO ENFORCEMENT

                           The Borrower hereby consents and procures the consent
                           of the Obligors generally in respect of any legal
                           action or proceeding arising out of, or in connection
                           with, this Agreement, to the giving of any relief, or
                           the issue of any process in connection with such
                           action or proceeding including, without limitation,
                           the making, enforcement or execution against any
                           property whatsoever (irrespective of its use or
                           intended use) of any order or judgment which may be
                           made or given in such action or proceeding.

                  30.1.5   WAIVER OF IMMUNITY

To the extent that the Borrower or any Obligor may in any jurisdiction claim for
itself or its assets, immunity from suit, execution, attachment (whether in aid
of execution, before judgment or otherwise) or other legal process and, to the
extent that in any such jurisdiction there may be attributed to itself or its
assets such immunity (whether or not claimed), the Borrower hereby irrevocably
agrees that it and procures that the Obligors shall not claim and hereby
irrevocably waives such immunity to the full extent permitted by the laws of
such jurisdiction.

31.      DEMANDS AND NOTIFICATION BINDING

         Any demand notification or certificate given by GMAC in writing and
         signed by a duly authorised officer of the GMAC specifying any rate of
         interest or any amounts due and payable under or in connection with any
         provision of the Finance Documents shall be conclusive and binding upon
         the Borrower (in the absence of manifest error) and in any proceedings
         against the Borrower shall be prima facie evidence of such rate of
         interest or amounts so due and payable unless the Borrower objects
         thereto within 30 days.

32.      EURO

         If the United Kingdom moves to the third stage of EMU, GMAC shall be
         entitled to make such changes to this Agreement and/or any of the
         Invoice Discounting Agreements and/or any of the Supplier Finance
         Agreements and/or the Security Documents as it reasonably considers are
         necessary to reflect the changeover to the euro (including, without
         limitation, the rounding (up or down) of fixed monetary amounts to
         convenient fixed amounts in the euro and amending any provisions to
         reflect the market conventions for a euro facility of the kind
         contemplated in this Agreement).

33.      CERTIFICATIONS

         Any certification given by any director or other officer of the
         Borrower to GMAC under this Agreement shall be given on behalf of the
         Borrower and without any personal liability on behalf of such director
         or officer unless given fraudulently.

34.      COUNTERPARTS

         This Agreement may be executed in any number of original or facsimile
         counterparts and by different parties hereto in separate original or
         facsimile counterparts, each of which when so executed and delivered to
         GMAC shall be an original, but all counterparts shall together
         constitute one and the same instrument. Upon receipt by GMAC of
         original or facsimile counterparts executed by all parties hereto, GMAC
         shall forthwith date each such counterpart and give notice in writing
         of such delivery and dating to all other parties.




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<PAGE>

35.      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

         A person who is not party to this Agreement shall have no right under
         the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
         this Agreement. This clause does not affect any right or remedy of any
         person which exists or is available otherwise than pursuant to that
         Act.

36.      JOINT AND SEVERAL LIABILITY

         If there are two or more persons comprised in the expressions "THE
         BORROWER", "THE BORROWERS", "THE OBLIGOR" or "THE OBLIGORS" such
         persons shall be bound as joint and several obligors and such
         expressions shall be deemed to include all or any or each of such
         persons. None of such persons shall be released from liability
         hereunder by reason of this Agreement never being or ceasing to be
         binding as a continuing security on any other or others of them.

IN WITNESS whereof the parties have executed this Agreement as a Deed on the
date set out above.




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<PAGE>


                                   SCHEDULE 1

                            PRE-CONDITIONS DOCUMENTS

                                     PART 1

1.       Certified copy board resolutions of each Obligor approving and
         authorising the execution of the Finance Documents to which it is a
         party (and containing specimen signatures of the person(s) authorised
         to execute the Finance Documents).

2.       A certified true copy of the Certificate of Incorporation (or overseas
         equivalent) of each Obligor.

3.       A certified true and up-to-date copy of the Memorandum and Articles of
         Association (or overseas equivalent) of each Obligor.

4.       Such other documents, licences, waivers, approvals, resolutions and
         evidence as GMAC and its advisers shall deem necessary or advisable and
         notified to the Borrower prior to the first Drawdown Date.

5.       Originals of the Finance Documents.

6.       Evidence (including, without limitation, Forms DS1) (or their overseas
         equivalent) of the discharge of all existing financial arrangements
         with third parties and all security interests pursuant thereto over the
         assets and the properties of the Obligors and, in respect of any
         floating charges, certificates of non-crystallisation from the relevant
         chargee and evidence that none of the Obligors has any outstanding
         liabilities to such third parties save in respect of Permitted Security
         and Permitted Borrowings.

7.       A search of the register of mortgages and charges for the Borrower at
         the Companies Registry or Register showing, inter alia, no appointment
         of a receiver, liquidator or administrator or the presentation of any
         petition in respect of any of the same and similar exercise in respect
         of the other Obligors.

8.       Evidence that the insurances required to be taken out pursuant to the
         Security Documents have been (or will prior to the Drawdown Date be)
         taken out and are in full force and effect and a letter from the
         Borrower's insurance brokers in form and substance satisfactory to GMAC
         confirming, inter alia, that GMAC will be noted as first loss payee on
         all insurance policies.

9.       A letter from Hewlett Packard to GMAC confirming details of their bank
         Accounts for payments under the Supplier Finance Facility Agreement.

10.      Confirmation from GMAC's solicitors that the Borrower has title to all
         Qualifying Inventory and that such Qualifying Inventory is free from
         any Security Interest in favour of any third party.

11.      GMAC is to be satisfied with the results of its pre-funding audit of
         the Borrower including Qualifying Inventory.

12.      Annual Accounts filed on 22 May 2002.

13.      GMAC is to be satisfied with the up to date Monthly Management Accounts
         of the Borrower.




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                                                                              31
<PAGE>

14.      GMAC is to be provided with a detailed sources and uses of cash as at
         closing and a pro forma balance sheet reflecting the detailed closing
         adjustments.

15.      Confirmation from the Borrower that no event has occurred since 5 April
         2002 which would cause a Material Adverse Effect.

16.      Compliance with GMAC's money laundering policies including the
         provision of satisfactory bank references and such other status
         information upon all directors, shareholders and senior managers of the
         Group as GMAC shall require.

17.      Satisfaction that the overall Facilities meet with the Group's ongoing
         cashflow requirements.

18.      Completion of all GMAC's internal due diligence.

19.      There must be available for drawing but remain undrawn on the
         Commencement Date a minimum of Pound Sterling1,000,000.

20.      Sight of and satisfaction with up-to-date management accounts of Kaye
         Office Supplies Ltd.

21.      Written confirmation that Norwegian taxes are paid up to date.

22.      Up to date credit insurance limits from Sweden and Norway.

23.      Written confirmation of renewal of UK and Norwegian trade credit
         insurance.

24.      The conclusion by GMAC of satisfactory arrangements between it and
         Barclays Bank Plc for the participation by Barclays of 50% of the
         facilities.

25.      Sight of and satisfaction with a pro-forma report of covenant
         calculations (except interest cover) for the period to 30 October 2002.

26.      Certified copies of Board Resolutions confirming the capitalisation of
         Pound Sterling11 million at 30 April 2003 and Pound Sterling6.9 million
         at 20 December 2002 of the Daisytek International Corporation loan to
         the Group.

27.      The Group will quarantine any Qualifying Inventory purchased directly
         by the Group.

28.      Satisfactory review by GMAC's Swedish and Norwegian lawyers of all
         documentation relating to post giro and bank giro arrangements and
         confirmation from Nordea that all necessary bank account/clearing
         numbers have been satisfactorily transferred to Nordea.






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                                                                              32
<PAGE>


                                     PART 2

                             THE SECURITY DOCUMENTS

1.       A pledge over floating shares of Oscar Dellert AB and all other
         Subsidiaries of the Group in Sweden.

2.       Share Pledges by CTS Svenska AB in respect of their shares in Oscar
         Dellert AB, ISA International Holdings Limited in respect of their
         shares in CTS Svenska AB and Oscar Dellert AB in respect of their
         shares in Supplies Team Sverige AB.

3.       Factoring Agreement and Agreement for charge over inventory for
         Supplies Team Norge AS providing a registered first security interest
         on inventory and book debts of Supplies Team Norge AS.

4.       Factoring Agreement and Agreement for charge over inventory between
         Supplies Team Norge AS and Oscar Dellert AB together with an Assignment
         of this Agreement for charge over inventory to GMAC.

5.       Guarantee from ISA Scandinavia AS in favour of Oscar Dellert AB for
         Supplies Team Norge AS' obligations to Oscar Dellert AB.

6.       Guarantee from ISA Scandinavia AS in favour of GMAC for Oscar Dellert
         AB's obligations to GMAC.

7.       Guarantee from Supplies Team Norge AS in favour of GMAC for Oscar
         Dellert AB's obligations to GMAC.

8.       Guarantee from ISA Scandinavia AS in favour of GMAC for Supplies Team
         Norge AS' obligations to GMAC.

9.       Security Agreement for Supplies Team Norge AS and Oscar Dellert AB.

10.      Security Agreement for Supplies Team Norge AS and GMAC.

11.      A first security interest over the Qualifying Inventory of ISA
         Deutschland GmbH PAR Beteiligungs GmbH and Supplies Team GmbH;

12.      First priority all assets debenture from ISA Wholesale Plc, Daisytek -
         ISA Limited, ISA International Holdings Ltd, ISA International Plc and
         all their respective UK Subsidiaries together with the guarantees of
         all such companies in respect of all liabilities of all UK and overseas
         Subsidiaries.

13.      German law and English law Guarantees from ISA Deutschland GmbH, PAR
         Beteiligungs GmbH and Supplies Team GmbH in respect of ISA Wholesale
         Plc, the Borrower and the Group Overseas ISA Invoice Discounters and
         Overseas Supplier Finance Beneficiaries and their subsidiaries.

14.      A guarantee from Daisytek Inc Limited to Pound Sterling4,000,000 in
         respect of liabilities of the Group under the Supplier Finance Facility
         plus related costs and interest.

15.      An assignment of acceptable trade credit insurance policies effected
         with Royal and Sun Alliance, Hermes and Gerling NCM and for such
         policies to name GMAC as first loss payee.





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                                                                              33
<PAGE>

16.      Inter-creditor agreements in form acceptable to GMAC with all other
         secured creditors.

17.      Such consents and waivers as GMAC and its solicitors consider necessary
         including any landlords, mortgages and others who may have liens or
         other security interests which may impeded GMAC's access to the Group's
         asset or may adversely affect the enforcement of any security.

18.      The execution of an agreement for the use of GMAC's Interface Computer
         Link.




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                                                                              34
<PAGE>


                                   SCHEDULE 2

                        (FORM OF COMPLIANCE CERTIFICATE)

GMAC Commercial Credit Limited
The Victoria
150-182 The Quays
Harbour City
Salford
M5 2SP
For the attention of : David Nadler

[Date]

Dear Sirs

RE:      ISA WHOLESALE PLC

We refer to the Facilities Agreement dated [     ] 2003 (the "AGREEMENT") and
deliver this certificate pursuant to the covenants in clauses 19, 20 and 21
thereof (the "COVENANTS"). Terms defined in the Agreement shall have the same
meaning when used in this certificate.

We confirm that on or as of the last day of the financial period ending [ ], as
determined by reference to the (Audited)/Monthly Management Accounts of the
Group in respect of such period:

MONTHLY REQUIREMENTS:

1.       No Group Company is in default or has agreed a revised payment schedule
         in making any due payments with respect to any liability due to
         Preferential Creditors.

2.       To the best of the Borrower's knowledge there are no County Court
         judgements issued against any Group Company.

3.       All disputes arising in respect of invoices raised by Hewlett Packard
         to the Borrower have been appropriately advised to GMAC as they have
         arisen.

4.       Accounts Payable Turn was [     ] days, (clause 19.1.3).

5.       Accounts Receivable Turn was [     ] days (clause 19.1.4).

6.       Dilutions in respect of the Supplier Finance Facility equal [        ]%
         (clause 19.1.6).

QUARTERLY PERIOD (CUMULATIVE):

7.       Tangible Net Worth is not less than Pound Sterling [      ] (clause
         19.1.1).

8.       The Ratio of Total Operating Profit to Gross Financing Costs is not
         less than [    ] (clause 19.1.2).

9.       The value of credit notes issued as a percentage of the Gross Purchase
         Price is [  ]% (clause 19.1.5).







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                                                                              35
<PAGE>

Based on the above we confirm that the Group was in compliance with the
covenants as contained in clause [*] of the Facility Agreement [or, if not
indicate the extent of any non-compliance] as at the end of such financial
period.

For and on behalf of:


ISA WHOLESALE PLC
MANAGING DIRECTOR/ FINANCE DIRECTOR
Signatory's name in full:
                         ------------------------






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                                                                              36
<PAGE>


                                   SCHEDULE 3

                           FORM OF NOTICE OF DRAWDOWN

From:             +

To:               +

Dated:

Dear Sirs,

We refer to the facilities agreement dated +            and made inter alia
between [+    ] (the "FACILITIES AGREEMENT").

Terms defined in the Facilities Agreement shall have the same meaning in this
notice.

We hereby request, subject to the provisions of clause 6, an advance under the
Term Loan Facility in the amount of Pound Sterling +.

Please make such advance available on the date hereof by way of a telegraphic
transfer to +.

We confirm that:

(i)      the representations and warranties repeated pursuant to clause 17, 18
         and 19 of the Facilities Agreement are true and correct and will be
         true and correct immediately as such advance is made as if made in
         relation to the facts and circumstances existing at that date; and

(ii)     no Event of Default has occurred and is continuing (which has not been
         remedied to the satisfaction of GMAC or expressly waived in writing by
         GMAC), or would occur as a result of the making of such advance.

Yours faithfully



For and on behalf of
+




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                                                                              37
<PAGE>


                                   SCHEDULE 4

                      NAMES AND ADDRESSES OF ISA COMPANIES

SWEDEN

CTS SVENSKA AB
Registered Number 556292 - 5288
Registered Address Box 23143
104 35
Stockholm
Sweden

OSCAR DELLERT AB
Registered Number 556037 - 4364
Registered Address Box 23143
104 35
Stockholm
Sweden


NORWAY

SUPPLIES TEAM NORGE AS
Registered Number 960806 263
Kakkelovnskroken 2
0901 Oslo
Norway

ISA SCANDANAVIA AS
Registered Number 968 250 043
Kakkelovnskroken 2
0901 Oslo
Norway



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                                                                              38
<PAGE>


UK

DAISYTEK - ISA LIMITED
Registered Number: 04226999
66/70 Vicar Lane
Bradford
West Yorkshire
UK
BD1 5AG
UK

ISA INTERNATIONAL PLC
Registered Number: 01925205
66/70 Vicar Lane
Bradford
West Yorkshire
UK
BD1 5AG
UK


ISA INTERNATIONAL HOLDINGS LIMITED
Registered Number: 01109744
66/70 Vicar Lane
Bradford
West Yorkshire
BD1 5AG
UK


ISA WHOLESALE PLC
Registered Number: 01431689
66/70 Vicar Lane
Bradford
West Yorkshire
BD1 5AG
UK







--------------------------------------------------------------------------------
                                                                              39
<PAGE>

SUPPLIES TEAM LIMITED
Registered Number: 03257705
66/70 Vicar Lane
Bradford
West Yorkshire
BD1 5AG
UK

LRB TRADING LIMITED
Registered Number: 02307833
66/70 Vicar Lane
Bradford
West Yorkshire
BD1 5AG
UK


ISA MULTIMEDIA LIMITED
Registered Number: 02794008
66/70 Vicar Lane
Bradford
West Yorkshire
BD1 5AG
UK


COMPUTANET CORPORATION LIMITED
Registered Number: 03305341
66/70 Vicar Lane
Bradford
West Yorkshire
BD1 5AG
UK




--------------------------------------------------------------------------------
                                                                              40
<PAGE>


OST OFFICE SUPPLIES TEAM LIMITED
Registered Number: 00634814
66/70 Vicar Lane
Bradford
West Yorkshire
BD1 5AG
UK

R.A.W. THE REAL ALTERNATIVE WHOLESALE COMPANY LIMITED
Registered Number: 01104019
66/70 Vicar Lane
Bradford
West Yorkshire
BD1 5AG
UK

SCOTLAND

HUNDLEBY COMPUTER SUPPLIES LIMITED
Registered Number: SC 62913
Custom House
Bo'ness
West Lothian
EH51 9AU
Scotland

NORTHERN IRELAND

SOURCE SUPPLIES LIMITED
Registered Number: NI24039
ISA House
Unit 4
537 Saintfield Road
Belfast
BT8 8ES





--------------------------------------------------------------------------------
                                                                              41
<PAGE>

GERMANY

PAR BETEILIGUNGS GMBH
Europadamm 2-6,
41460 Neuss
Germany

ISA DEUTSCHLAND GMBH
Europadamm 2-6,
41460 Neuss
Germany


SUPPLIES TEAM GMBH
Europdamm 2-6,
41460 Neuss
Germany






--------------------------------------------------------------------------------
                                                                              42
<PAGE>


                                     ANNEX 1

                                    FORECAST





                             See separate Schedules






--------------------------------------------------------------------------------
                                                                              43
<PAGE>


EXECUTED AS A DEED BY

DAISYTEK - ISA LIMITED acting by

         a Director and }
                                       ----------------------------------------

         a Director/Secretary* }
                                       ----------------------------------------



(Insert full names above and where indicated by * clarify whether the person is
a Director or a Secretary)



GMAC

EXECUTED AS A DEED by                               )

                                                    )

as Attorney for GMAC COMMERCIAL CREDIT LIMITED      )

in the presence of                                  )

                                                    )

Witness Name:
                              ----------------------------------------
Witness Signature:
                              ----------------------------------------
Witness Address:
                              ----------------------------------------

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

                              ----------------------------------------
Occupation:
                              ----------------------------------------



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                                                                              44