Exhibit 10.19


                           CERTIFICATE OF THE REGISTRATION
                               OF A MORTGAGE OR CHARGE

                 PURSUANT TO SECTION 401(2) OF THE COMPANIES ACT 1985



                                 COMPANY No. 02670649

     THE REGISTRAR OF COMPANIES FOR ENGLAND AND WALES HEREBY CERTIFIES THAT A
     DEED OF CHARGE DATED THE 12th NOVEMBER 1996 AND CREATED BY MUREX BIOTECH
     LIMITED FOR SECURING ALL MONIES DUE OR TO BECOME DUE FROM THE COMPANY TO
     BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION UNDER A CREDIT
     AGREEMENT DATED 12TH NOVEMBER 1996 WAS REGISTERED PURSUANT TO CHAPTER 1
     PART XII OF THE COMPANIES ACT 1985 ON THE 28th NOVEMBER 1996.

     GIVEN AT COMPANIES HOUSE, CARDIFF THE 3rd DECEMBER 1996.


                                           /s/ R.N. Owens

                                           RICHARD NEIL OWENS
                                      for the Registrar of Companies

     <PAGE>


     12 NOVEMBER 1996


                                MUREX BIOTECH LIMITED
                               (REGISTERED NO. 2670649)




                                   BANK OF AMERICA
                        NATIONAL TRUST AND SAVINGS ASSOCIATION



                              FIXED AND FLOATING CHARGE


     <PAGE>

                                                                      STAMP
                                                                        OF
                                                                 COMPANIES HOUSE
                                                                 ---------------
                                                                    REGISTERED

                                                                   28 NOV 1996
                                                                 ---------------
                                                                         *

     THIS DEED OF CHARGE made on the 12th day of November 1996

     BETWEEN

     MUREX BIOTECH LIMITED (registered in  England and Wales no. 2670649)  whose
     registered office is at Central Road, Temple Hill, Dartford, Kent, DA1 5LR,
     England (the COMPANY)

     and

     BANK OF AMERICA NATIONAL  TRUST AND SAVINGS ASSOCIATION acting  through its
     London Branch at 1 Alie Street, London E1 8DE (the COLLATERAL AGENT)

     WITNESSES AS FOLLOWS:

     Interpretation

     1.1  DEFINITIONS:   All capitalized  terms used but  not otherwise  defined
     herein  shall have  the  meanings  ascribed to  such  terms  in the  Credit
     Agreement (as  defined  below). Additionally,  in this  Deed,  each of  the
     following  expressions  and capitalized  terms has,  except  so far  as the
     context otherwise requires, the meaning shown:

     CHARGED PROPERTY means the property, assets, undertaking and rights for the
     time being comprised in or  subject to the Security Interests contained  in
     this Deed; and references to the Charged Property include references to any
     part of it;

     CREDIT  AGREEMENT means  the Credit  agreement by  and among  International
     Murex Technologies Corporation, Murex Diagnostics International, Inc., IMTC
     Holdings, Inc., Murex Diagnostics  Corporation, IMTC Holdings (UK) Limited,
     Murex Diagnostics, Inc.,  and Murex Biotech Limited, as  Borrowers, Bank of
     America, FSB,  as Agent, the Issuing  Banks and the Lenders,  dated of even
     date hereof as from time to time  amended, modified, supplemented or varied
     in any  manner  or respect  whatsoever  including,  in particular,  by  any
     alteration  or  modification  which  increases  or  otherwise  affects  the
     liability of the Company hereunder or thereunder;

     THIS DEED means this present deed and any other document by which, pursuant
     to  any of its  provisions or otherwise,  the Company may  grant a Security
     Interest  to the  Collateral Agent,  as, in  each case,  from time  to time
     varied in any  manner or respect whatsoever, and  CHARGES CONTAINED IN THIS
     DEED and SECURITY INTERESTS CONTAINED IN THIS  DEED and similar expressions
     shall be construed accordingly;

     RECEIVER includes  any  person or  persons  appointed (and  any  additional
     person  or persons  appointed or  substituted) as  administrative receiver,
     receiver,  manager, or receiver  and manager by  the Collateral Agent under
     this Deed or otherwise;

     SECURITY  INTEREST means  any mortgage,  charge, pledge,  lien, assignment,
     encumbrance,  right of set off, title  transfer or retention arrangement or
     agreement,  or  any  security  interest whatsoever,  howsoever  created  or
     arising.

     1.2  CONSTRUCTION:    In  this  Deed, except  where  the  context otherwise
     requires:

     (a)  the COMPANY includes its successors  and assigns and persons  deriving
          title through  or under the Company in whole or in part and whether at
          law or in equity and the COLLATERAL AGENT  includes its successors and
          assigns and persons   deriving title through  or under the  Collateral
          Agent in whole or in part and whether at law or in equity;

     (b)  references to  a  document include  any  deed (including  this  Deed),
          negotiable instrument, certificate,  notice or other  document of  any
          kind and references to any document (or a provision thereof) shall  be
          construed as a reference to that document or provision as from time to
          time amended, supplemented, varied or replaced (in whole or in part);

     (c)  reference to a BUSINESS DAY shall be construed as a reference to a day
          (other  than a Saturday  or Sunday) on which  banks are generally open
          for business in London;

     (d)  references  to  SUBSIDIARY  and  HOLDING  COMPANY  have  the  meanings
          ascribed to them by section 736 Companies Act 1985; and

     (e)  references to any statute or other legislative provision shall include
          any statutory or legislative  modification or re-enactment thereof, or
          any substitution therefor. 

     1.3  HEADINGS:    The   headings  in  this  Deed   shall  not  affect   its
     interpretation.

     FIXED AND FLOATING CHARGES

     2.1  CHARGES:  The  Company, with full title  guarantee, hereby charges  to
     the Collateral Agent as a continuing  security for the payment or discharge
     of the Obligations:

     (a)  with  full title  guarantee, by  way of first  fixed charge,  all book
          debts and  other trade receivables now and in the future due and owing
          to   the  Company,   including,  without  limitation,   all  financial
          instruments evidencing trade indebtedness;

     (b)  by  way of floating charge, all its right and interest in all stock in
          trade and  inventory  in  all  its forms  (wherever  located)  now  or
          hereafter existing  (including,  but not  limited to,  (i) all  goods,
          merchandise  and other personal property owned and held for sale, (ii)
          all raw materials,  work or goods in process,  finished goods thereof,
          and materials and  supplies which contribute to the  finished products
          of the  Company in  the ordinary  course of  business and  (iii) goods
          which are returned to  or repossessed by  the Company) and all  books,
          records and documents evidencing title thereto and all monies received
          in  relation to the book debts,  other trade receivables and financial
          instruments evidencing  trade indebtedness  that  are subject  to  the
          fixed   charged  contained  in   clause  2.1(a)   (including,  without
          limitation, all  payments received under insurance,  or any indemnity,
          warranty or guaranty) and all bank accounts into which the proceeds of
          any of the foregoing may be paid, and, to the extent that the same are
          not subject to a valid fixed charge, any of the matters subject to the
          charges  under  clause 2.1(a)  and  any  monies received  in  relation
          thereto.

     2.2  WARRANTY:   The Company warrants  to the  Collateral Agent that  it is
     absolutely entitled to all of the Charged  Property vested in it as at  the
     date of this  Deed free from all  Security Interests and claims  whatsoever
     other than Permitted Liens.

     CONTINUANCE OF SECURITY

     3.1  The  charges  contained in  this Deed  are  made for  securing further
     advances under  the Credit Agreement and shall  be without prejudice and in
     addition to any other security whatsoever which may be held by the Agent or
     any Collateral Agent from the Company or any other Person for or in respect
     of  the whole or  part of the  Obligations; and the  charges, covenants and
     provisions  contained  in this  Deed shall  remain  in force  as continuing
     security  to the Collateral Agent notwithstanding any settlement of account
     or the existence  at any time of a  credit balance on any current  or other
     account or  any  other act,  event or  matter whatsoever,  except only  the
     execution  by  the  Collateral  Agent  as   a  deed  of  an  absolute   and
     unconditional release or the execution by the Agent or the Collateral Agent
     of  a receipt  for all  (and  not part  only)  of the  Obligations and  the
     termination  of  the  Commitment,  whereupon  the  Collateral  Agent  shall
     forthwith release any security held under  this Deed and shall execute such
     document evidencing this release as the Company may reasonably require.

     GENERAL COVENANTS AND REPRESENTATIONS

     4.1  COVENANTS:  Until  the Obligations have been repaid and discharged and
     the  Commitment   terminated,  the  Company  further   covenants  with  the
     Collateral Agent as follows:

     (a)  not  to create or  permit to exist  any Security Interest  in, over or
          affecting any of the Charged Property (other than a Permitted Lien);

     (b)  not  to transfer, sell, lend,  lease, license or  otherwise dispose of
          any  of  the Charged  Property,  except  as  permitted by  the  Credit
          Agreement  or in connection with sales of goods in the ordinary course
          of business on arms length terms;

     (c)  (i)  except as  permitted by  the Credit Agreement,  not to  transfer,
               factor, discount, sell, release,  compound, subordinate, defer or
               vary  the terms of any book or other debts or moneys for the time
               being due, owing or payable to the Company, nor otherwise to deal
               with the same except by  getting in the same in the  usual course
               of business; and

          (ii) to collect and pay or (if the Collateral Agent shall  so require)
               instruct  all  customers  and  debtors  to  pay direct  into  the
               Company's  specified account  with  the Collateral  Agent or  any
               other  bank as  the Collateral  Agent  shall instruct  all moneys
               which  it may  receive  or which  may  be paid  by  customers and
               debtors in respect of such debts.

     (d)  in  the event that  the Collateral Agent  exercises its  right to take
          possession  of  all or  any  of  the Charged  Property,  to allow  the
          Collateral Agent peaceably  and quietly to hold and enjoy such Charged
          Property under the terms of this Deed  without any lawful interruption
          or  disturbance  from  or by  the  Company  or  any person  rightfully
          claiming under or in trust for the Company.

     4.2  POWERS AND AUTHORIZATIONS:  The  Company covenants with and represents
     to the Collateral Agent  that the documents which contain  or establish the
     Company's  constitution  include  provisions  which  give  power,  and  all
     necessary corporate  authority has been  obtained and action taken, for the
     Company to  grant  the charges  contained  in  this Deed  and  execute  and
     deliver,  and perform the covenants and  obligations contained in this Deed
     and that this Deed constitutes valid and binding obligations of the Company
     enforceable  in  accordance  with its  terms  except  as  such validity  or
     enforceability may  be limited  by  applicable bankruptcy,  reorganization,
     moratorium or other insolvency laws affecting creditors' rights generally.

     4.3  NON-VIOLATION:   The Company  further covenants and  represents to the
     Collateral Agent that neither  the execution and delivery of  this Deed nor
     the  performance  of any  of the  covenants contained  in  it does  or will
     contravene  or constitute  a default  under, or  cause  to be  exceeded any
     limitation on it or the powers of its directors imposed by or contained in:

          (i)  any document which contains or establishes its constitution; or 

          (ii) any agreement  to which  it is  a party  or by which  any of  its
               assets is bound.

     4.4  NON-COMPLIANCE BY  COMPANY:  If  the Company  for any reason  fails to
     observe or punctually to  perform any of its obligations  to the Collateral
     Agent,  whether  under  this  Deed   or  otherwise,  the  Collateral  Agent
     (following seven  days notice to the Company to remedy the same) shall have
     power but shall not be obliged, on behalf of or  in the name of the Company
     or  otherwise, to perform  the obligation and  to take any  steps which the
     Collateral Agent may, in its absolute discretion, consider appropriate with
     a view to remedying or  mitigating the consequences of the failure,  but so
     that the exercise of this power, or the failure to exercise it, shall in no
     circumstances prejudice the Collateral Agent's rights under this Deed.

     THE COLLATERAL AGENT'S POWERS

     5.1  AMOUNTS  DUE:    Without prejudice  to  the provisions  of  the Credit
     Agreement, the Obligations shall become due for the purposes of section 101
     of the Law of Property  Act 1925 (1925 ACT) and the statutory power of sale
     and of appointing  a receiver which are  conferred on the  Collateral Agent
     under  that Act (as varied  or extended by this Deed)  and all other powers
     shall be deemed to arise immediately after execution of this Deed.

     5.2  POWER  OF SALE:    Section 103  of the  1925  Act shall  not apply  in
     relation  to any of  the charges contained  in this Deed  and the statutory
     power of  sale (as extended  by this Deed)  and all  other powers shall  be
     exercisable at  any time after the Agent or the Collateral Agent has served
     a demand for the payment or discharge of the Obligations  or a Receiver has
     been appointed. 

     5.3  LAW OF  PROPERTY ACT 1925:  The provisions of the 1925 Act relating to
     the power of sale and the other  powers conferred by section 101(l) and (2)
     are  hereby extended  (as if  such  extensions were  contained therein)  to
     authorize the Collateral Agent at its absolute discretion:

     (a)  to sell  all  the  Company's  title  to or  interest  in  the  Charged
          Property, and to do so for any shares, debentures or  other securities
          whatsoever, or  in consideration of an agreement to pay all or part of
          the purchase  price at a later date or  dates, or an agreement to make
          periodical  payments, whether  or not  the agreement  is secured  by a
          Security  Interest or  a guarantee,  or  for such  other consideration
          whatsoever as the Collateral Agent  may think fit, and  also  to grant
          any option to purchase, and to effect exchanges;

     (b)  with a  view to selling the Charged Property (or offering it for sale)
          to  repair, replace and develop the  Charged Property and to apply for
          any appropriate permission, license or approval;

     (c)  with a view to or in connection with the sale of the Charged Property,
          to  carry  out  any  transaction,  scheme  or  arrangement  which  the
          Collateral   Agent  may,   in   its   absolute  discretion,   consider
          appropriate;

     (d)  to insure the Charged Property against such risks and for such amounts
          as the Collateral Agent may consider prudent; and

     (e)  to do all or  any of the things or  exercise all or any of  the powers
          which are  mentioned or referred to  in clause 6.6 as if  each of them
          was expressly conferred on the Collateral Agent by this Deed and which
          may not be included in paragraphs (a) to (d) above.

     RECEIVER

     6.1  APPOINTMENT:  The Collateral  Agent may by writing or by  deed appoint
     such person  or persons (including an officer or officers of the Collateral
     Agent) as it thinks fit to be administrative receiver, receiver, manager or
     receiver and manager of the Charged Property or any part thereof and in the
     case  of  an appointment  of  more  than one  person,  to  act together  or
     independently of the other or others and the Collateral Agent may make such
     appointment  at  any time  after  the Agent  has  demanded  payment of  the
     Obligations  due to  the occurrence  of an  Event of  Default or  if it  is
     requested to do so by the Company or upon the presentation of a petition to
     the court for an administration order in respect of the Company. 

     6.2  REMOVAL AND REPLACEMENT:  Except as otherwise required by statute, the
     Collateral Agent  may by writing or  by deed remove a  Receiver and appoint
     another in his place or to act with a Receiver and the Collateral Agent may
     apply to the court for an order removing an administrative receiver.

     6.3  EXTENT  OF APPOINTMENT:   The  exclusion of  any part  of  the Charged
     Property from  the  appointment of  the  Receiver  shall not  preclude  the
     Collateral Agent from  subsequently extending his or  their appointment (or
     that of  the Receiver replacing  him or  them) to that  part or  appointing
     another Receiver over any other part of the Charged Property.

     6.4  AGENT OF COMPANY:  The Receiver shall  be the agent of the Company and
     the Company alone shall be responsible for his acts and defaults and liable
     on any contracts or engagements made or entered into or adopted by him; and
     in  no circumstances  whatsoever shall the  Collateral Agent be  in any way
     responsible for  or incur any  liability in connection with  his contracts,
     engagements, acts,  omissions, misconduct, negligence  or default and  if a
     liquidator of  the Company shall  be appointed, the  Receiver shall  act as
     principal and not as agent for the Collateral Agent.

     6.5  REMUNERATION:  Subject  to section 36 of the Insolvency  Act 1986, the
     remuneration of  the Receiver may be fixed by the Collateral Agent (and may
     be  or include a commission calculated by reference to  the gross amount of
     all moneys received or otherwise and may include remuneration in connection
     with claims, actions or proceedings made or brought against the Receiver by
     the Company  or any other  person or  the performance or  discharge of  any
     obligation imposed upon him by statute or otherwise) but  such remuneration
     shall be  payable by the Company alone; and the amount of such remuneration
     may be debited by the Agent  or the Collateral Agent to any account  of the
     Company, but  shall,  in  any  event,  form part  of  the  Obligations  and
     accordingly be secured on the  Charged Property under the charges contained
     in this Deed.

     6.6  POWERS:   The  Receiver, in  addition to  any powers  conferred on  an
     administrative  receiver,  receiver, manager  or  receiver  and manager  by
     statute or common law, shall have the following powers:

     (a)  to  enter upon, take  possession of,  get in  and collect  the Charged
          Property  (or  such part  thereof  in  respect  of  which  he  may  be
          appointed)   whether  accrued  before   or  after  the   date  of  his
          appointment;

     (b)  to sell,  exchange,  license, surrender,  release, disclaim,  abandon,
          return or  otherwise dispose of or in any way whatsoever deal with the
          Charged  Property or  any interest  in the  Charged Property  for such
          consideration  (if any), and  upon such  terms (including  by deferred
          payment or  payment by installments) as he may think fit and to concur
          in any such transaction;

     (c)  to let on charter, sub-charter, hire,  lease or sell on condition  and
          to grant rights, options, licenses or easements over the  whole or any
          part of the  Charged Property and  (with or without  consideration) to
          rescind, surrender or disclaim or accept or agree to accept surrenders
          or disclaimers  of  leases,  hire  purchase  contracts  or  agreements
          relating to or affecting the  Charged Property in such  circumstances,
          to such  persons (including,  without  limitation, to  the  Collateral
          Agent), for  such purposes and  upon such terms  whatsoever as he  may
          think  fit and also  to vary the  terms of any  contract affecting the
          Charged Property and  to act in relation to any review  of the rent or
          provide  payments under such  a lease in  such manner as  he may think
          fit;

     (d)  to  insure,  protect,  decorate,  maintain,  repair,  alter,  improve,
          replace,  exploit, the  Charged Property  or any  part thereof  in any
          manner and for any purpose whatsoever;

     (e)  to  bring,  defend,  submit  to  arbitration,  negotiate,  compromise,
          abandon and settle any claims, disputes and proceedings concerning the
          Charged Property or any part thereof;

     (f)  to transfer all or any of the Charged Property to any other company or
          body corporate, whether or not formed or acquired for the purpose;

     (g)  to redeem, discharge or compromise  any Security Interest from time to
          time having priority to or ranking pari passu with this Deed;

     (h)  in connection  with the exercise of  any of his powers,  to execute or
          do, or cause or  authorize to be executed or done, on  behalf of or in
          the name  of  the Company  or  otherwise, as  he  may think  fit,  all
          documents, receipts,  registrations,  acts  or  things  which  he  may
          consider appropriate;

     (i)  to exercise any powers,  rights or entitlements in relation to  any of
          the Charged Property or incidental to the ownership of or rights in or
          to any  Charged Property and to complete,  disclaim, abandon or modify
          all or any of the outstanding contracts or arrangements of the Company
          relating to or affecting the Charged Property;

     (j)  to  exercise  all  powers  as  are  described  in  Schedule 1  to  the
          Insolvency Act 1986, whether or not the Receiver is  an ADMINISTRATIVE
          RECEIVER as defined in that Act;

     (k)  generally to carry out, or  cause or authorize to be carried  out, any
          transaction, scheme or arrangement whatsoever, whether similar or  not
          to any  of the foregoing, in relation to the Charged Property which he
          may consider  expedient  as effectually  as  if he  were solely    and
          absolutely entitled to the Charged Property.

     APPLICATION OF PROCEEDS

     7.1  APPLICATION:  All moneys received by the Agent or the Collateral Agent
     arising from the exercise of  the powers of the Receiver or  the Collateral
     Agent shall  be applied,  so far  as the  law will  permit,  in or  towards
     discharging the Obligations in the following order of priority: 

     (a)  first, to the amount of all moneys raised or borrowed by the Receiver,
          and  all costs, charges,  expenses and liabilities  paid, incurred, or
          charged  by  the  Receiver (including  any  amounts  for  which he  is
          entitled to be indemnified) in  connection with or as a result  of the
          exercise  of his powers and the remuneration  of the Receiver, in such
          order as  the Receiver or the  Collateral Agent may from  time to time
          determine; and 

     (b)  then to  the other Obligations in  the order of priority  set forth in
          the Credit Agreement.

     7.2  ACCOUNTS:   All  moneys from time  to time received  by the Collateral
     Agent from  the Company or any person or persons  liable to pay the same or
     from any  Receiver or  otherwise on the  realization or enforcement  of the
     charges contained  in this  Deed may  be applied, so  far as  the law  will
     permit, by the Collateral Agent either as a whole or  in such proportion as
     the Collateral Agent shall  think fit to any account or  item of account or
     any  transaction and, without limitation,  the Collateral Agent  may in its
     absolute  discretion at  all times  pending the  payment to  the Collateral
     Agent or the Agent of all of  the Obligations place and keep to the  credit
     of a  separate or suspense interest  bearing account any money  received by
     the Collateral Agent from the Company or such other persons for so long and
     in such manner as the Collateral Agent may determine without any obligation
     to apply the same or any part thereof in or towards the discharge of any of
     the Obligations.  Interest  accruing on money standing to such  separate or
     suspense account shall be for the benefit of the Company. 

     7.3  RECEIVER'S RECEIPTS:   Sections 109(6) and  (8) of the  1925 Act shall
     not apply in relation to a Receiver appointed under this Deed.

     PROTECTION OF THIRD PARTIES

     8.1  ENQUIRY:   No  purchaser  from,  or  other person  dealing  with,  the
     Collateral Agent or the Receiver shall  be concerned to enquire whether any
     of the powers exercised or  purported to be exercised has arisen  or become
     exercisable,  whether  the  Obligations  remain  outstanding,  whether  the
     Receiver is authorized to  act or as  to the propriety  or validity of  the
     exercise  or  purported exercise  of any  power; and  the  title of  such a
     purchaser  and the position  of such a  person shall not  be impeachable by
     reference  to  any  of  those  matters  and  the protections  contained  in
     sections 104  to 107 of the 1925 Act  shall apply to  any person purchasing
     from or dealing with a Receiver or the Collateral Agent.

     8.2  RECEIPTS:  The  receipt of the Collateral Agent  or the Receiver shall
     be an  absolute and a conclusive discharge to a purchaser and shall relieve
     him of any obligation to see to the application of any moneys paid to or by
     the direction of the Collateral Agent or the Receiver.

     8.3  CONSTRUCTION:  In  clauses 8.1 and 8.2, PURCHASER  includes any person
     acquiring any lease of or Security Interest over, or  any other interest or
     right whatsoever in relation to the Charged Property.

     PROTECTION OF COLLATERAL AGENT AND RECEIVER

     9.1  LIABILITY:  Neither  the Collateral Agent nor the  Receiver nor any of
     their  affiliates shall be liable to the  Company in respect of any loss or
     damage  which  arises out  of  the  exercise,  the attempted  or  purported
     exercise or the  failure to exercise any  of their respective powers  other
     than as a result of their willful negligence or gross default as determined
     by a final order of a court of competent jurisdiction. 

     9.2  POSSESSION:   Without prejudice to the generality of clause 9.1, entry
     into possession of the Charged  Property shall not, as far as the  law will
     permit, render the  Collateral Agent or  the Receiver liable to  account as
     mortgagee  in possession; and  if and whenever  the Collateral Agent enters
     into possession of the Charged  Property, it shall be entitled at  any time
     to go out of such possession.

     EXPENSES AND INDEMNITY

     10.1 EXPENSES:  Subject to Clause 11.4 of the Credit Agreement, the Company
     further  covenants with  the Collateral  Agent to  reimburse or pay  to the
     Collateral  Agent or the  Receiver (on the  basis of a  full indemnity) the
     amount of all  costs (including legal costs), charges and expenses incurred
     or  sustained in  good  faith  by  the Collateral  Agent  or  the  Receiver
     (including,  for  the  avoidance of  doubt,  any  such  costs, charges  and
     expenses arising from any act or omission of, or proceedings involving, any
     third person) in connection with:

     (a)  the investigation  of title to or any  survey, inspection or valuation
          of the Charged Property under or in connection with this Deed, and the
          perfecting of  this Deed (or any  of the charges contained  in it), or
          any other document entered into between the Company and the Collateral
          Agent;

     (b)  the   exercise,  or  the  attempted  or  purported  exercise,  or  the
          consideration of the exercise, by or on behalf of the Collateral Agent
          or the Receiver of  any of the powers of  the Collateral Agent or  the
          Receiver, and the enforcement, preservation  or attempted preservation
          of this  Deed or the Charged Property or  any other action taken by or
          on behalf of the Collateral Agent with a view to or in connection with
          the recovery  by  the Collateral  Agent of  the  Obligations from  the
          Company or any other person;

     (c)  the carrying out or consideration of any other act or matter which the
          Collateral  Agent  or   the  Receiver  may  consider  to  be  for  the
          preservation, improvement or benefit of the Charged Property.

     10.2 Subject to  Clause 11.4 of  the Credit Agreement, the  Company further
     covenants with the  Collateral Agent to reimburse or pay  to the Collateral
     Agent  (on the  basis of  a full  indemnity) the  amount of  all reasonable
     costs,  charges  and   expenses  (including  reasonable   legal  fees   and
     disbursements) together  with any  VAT thereon  reasonably incurred  by the
     Collateral Agent  in  connection  with  the  negotiation,  preparation  and
     registration of this Deed, or  any other document entered into  between the
     Company and the Collateral Agent.

     10.3 INDEMNITY:   The  Company hereby  agrees to  indemnify the  Collateral
     Agent and the Receiver  from and against all losses, actions, claims, costs
     (including  legal  costs), expenses,  demands  and  liabilities whether  in
     contract, tort, or otherwise now or  hereafter sustained or incurred by the
     Collateral Agent  or the Receiver or by any person for whose liability, act
     or omission  the Collateral  Agent or  the Receiver  may be  answerable, in
     connection with  anything done or  omitted under  this Deed or  any   other
     document, agreement or arrangement entered into between the Company and the
     Collateral Agent,  or in the exercise  or purported exercise  of the powers
     herein  contained, or occasioned by any breach by the Company of any of its
     covenants or other obligations  to the Collateral Agent, or  in consequence
     of any payment in respect  of the Obligations (whether made by  the Company
     or a  third  person)  being  declared  void or  impeached  for  any  reason
     whatsoever  unless the same  arises as a  result of the  willful default or
     gross negligence  (as determined by a  final order of a  court of competent
     jurisdiction) of the Collateral Agent, the Receiver or such person for whom
     they may be answerable.

     10.4 INTEREST:  Any  amounts for which  the Company  shall be liable  under
     clauses 10.1, 10.2  or 10.3  shall  be payable  on  demand and  shall  bear
     interest  at the Default  Rate from  the date or  dates on which  they were
     paid, incurred or charged by  the Collateral Agent or the Receiver  (as the
     case may be) and  such amounts and interest may be debited  by the Agent or
     the  Collateral Agent  to any  account of  the Company,  but shall,  in any
     event, form  part of  the  Obligations and  accordingly be  secured on  the
     Charged Property under the charges contained in this Deed.

     10.5 TAXES:  All sums of whatsoever nature which are payable by the Company
     under this Deed and which  are now or at any time hereafter  become subject
     to Value Added  Tax or any similar tax  shall be deemed to be  exclusive of
     Value Added Tax or any similar tax and the Company in addition to such sums
     will indemnify  the Agent and  the Collateral  Agent from  and against  all
     claims and liabilities whatsoever in respect thereof. 

     10.6 The obligation contained in  clause 10.3 shall survive  the expiration
     of this Deed and the transfer of title to the Charged Property (whether  by
     sale, foreclosure or otherwise).

     PROTECTION OF CHARGES

     11.1 The  Company  further  covenants  with  the Collateral  Agent  at  the
     Company's own cost, as a continuing  security for the payment or  discharge
     of the Obligations:

     (a)  to  deposit  with the  Collateral  Agent  all  documents  creating  or
          evidencing  Security  Interests  in  favor  of  the  Company  and  all
          securities in respect of any debts payable to the Company;

     (b)  if the Collateral  Agent, in its  absolute discretion, considers  that
          all  or any of  the Charged Property  is in danger of  being seized or
          sold under any form of  distress or execution levied or  threatened or
          is otherwise in jeopardy or  if any circumstance shall occur which  in
          the opinion of the Collateral Agent  is prejudicial to or imperils  or
          is likely to prejudice  or  imperil any or all  of the security hereby
          created or recovery  of the Obligations  and so requires,  promptly to
          execute a  first  or  subsequent  fixed mortgage  or  charge  (as  the
          Collateral Agent  may require)  in terms  specified by the  Collateral
          Agent of all or any part of the Charged Property which is for the time
          being subject to the floating charge contained in this Deed;

     (c)  if the Collateral Agent so requires, promptly to execute an assignment
          to the  Collateral Agent in terms specified by the Collateral Agent of
          all or any  debts or moneys  payable to the  Company and any  Security
          Interests or documents relating to  them or otherwise to negotiate the
          same to the Collateral Agent;

     11.2 FURTHER SECURITY:   The Company further covenants  with the Collateral
     Agent  from time to time (and, for  the purposes mentioned in paragraph (a)
     below,  notwithstanding that  the Collateral  Agent may  not have  served a
     demand  for payment  of the  Obligations) upon  demand to  execute, at  the
     Company's own cost, any document or do any act or thing which:

     (a)  the  Collateral Agent  may  specify  with  a  view  to  perfecting  or
          improving any charge or security created or intended  to be created by
          this Deed  provided the same does  not alter the nature  of any charge
          created hereunder; or

     (b)  the  Collateral  Agent or  the  Receiver may  specify with  a  view to
          facilitating the  exercise or  the proposed exercise  of any  of their
          powers.

     CRYSTALLISATION

     12.1 NOTICE:    In  addition  and  without prejudice  to  any  other  event
     resulting in a crystallization of the  floating charge created by this Deed
     or any other right the Collateral Agent may have, the Collateral Agent may,
     at any time or from time to time  whether or not it has served a demand for
     payment of  the Obligations, by  notice in writing  to the Company  declare
     that the floating  charge hereby created  shall be  converted into a  first
     specific fixed charge as to all of the undertaking, property  and assets or
     such of  them as  may be  specified in the  notice, and  by way  of further
     assurance, the Company,  at its own expense, shall execute all documents in
     such form  as the Collateral Agent  shall require and shall  deliver to the
     Collateral Agent  all conveyances, deeds, certificates  and documents which
     may be necessary to perfect the first specific fixed charge.

     12.2 DEMAND:  Before a demand for payment has  been made, a notice may only
     be served by the Collateral Agent under clause 12.1 if an  Event of Default
     or a Default has occurred or if the Collateral Agent has reason to  believe
     that the property, assets and rights described or referred to in the demand
     or notice are  in danger of being seized or sold under any form of distress
     or execution  levied or threatened or  are otherwise in jeopardy  or if any
     circumstance shall occur  which in the opinion  of the Collateral  Agent is
     prejudicial to or imperils or is likely  to prejudice or imperil any or all
     of the security hereby created or recovery of the Obligations.

     12.3 AUTOMATIC  CRYSTALLISATION:  In addition  and without prejudice to any
     other  event resulting  in a  crystallisation of  the floating  charge, the
     floating charge contained  herein shall automatically  be converted into  a
     fixed charge over:

     (a)  all  property, assets  or undertaking  of the  Company subject  to the
          floating charge, if and when:

          (i)  the  Company ceases  to carry on  business or  a substantial part
               thereof or shall cease to be a going concern;

          (ii) the  Company  stops making  payments  to its  creditors  or gives
               notice to creditors that it intends to stop payment; or

         (iii) if  the holder of any other  Security Interest whether ranking in
               priority to or pari passu with or  after the charges contained in
               this Deed  shall appoint  an  administrative receiver,  receiver,
               manager or receiver and manager;

     (b)  any property, assets  or undertaking of the Company which shall become
          subject to a Security Interest other than a Permitted Lien in favor of
          any person  other than  the  Agent or  any Collateral  Agent or  which
          is/are the subject of a sale, transfer or other disposition, in either
          case, contrary to  the covenants contained  in this Deed,  immediately
          prior  to such  Security Interest  arising or  such sale,  transfer or
          other disposition being made.

     POWER OF ATTORNEY, ETC.

     13.1 ATTORNEYS:  For the purpose of securing the interest of the Collateral
     Agent  in  the  Charged  Property  and  the  performance  of  the Company's
     obligations  to the Collateral Agent whether  under this Deed or otherwise,
     the  Company irrevocably  and by  way of  security appoints  the Collateral
     Agent and  the Receiver jointly and  also severally to be  its attorney and
     attorneys  (with full  power to  appoint substitutes  and  to sub-delegate,
     including  power  to authorize  the  person so  appointed  to  make further
     appointments, in both cases, with regard to  all or any part of the Charged
     Property) on behalf of the Company and in its name or otherwise, to execute
     any  document or  do any act  or thing  which the  Collateral Agent  or the
     Receiver (or their substitutes  or delegates) may, in  its or his  absolute
     discretion, consider appropriate in connection with the exercise of  any of
     the powers of the Collateral Agent or the Receiver or which the  Company is
     obliged  to the Collateral Agent to execute  or do, whether under this Deed
     or  otherwise; and  without prejudice  to the  generality of  its power  to
     appoint substitutes  and to sub-delegate, the Collateral  Agent may appoint
     the Receiver as  its substitute or delegate,  and any person appointed  the
     substitute  of the Collateral Agent shall,  in connection with the exercise
     of the said power  of attorney, be the agent of the  Company and clause 6.4
     shall apply mutatis mutandis. 

     13.2 CHARGED PROPERTY  ON TRUST:  For the purpose of giving  effect to this
     Deed,  the Company hereby declares that, as far  as the law will permit, as
     and  when the charges contained in this  Deed shall become enforceable or a
     demand for payment  of the Obligations has  been made, it will hold  all of
     the Charged  Property (subject to  the right  of redemption) upon  trust to
     convey, assign or otherwise  deal with the Charged Property  in such manner
     and  to such person as the Collateral  Agent shall direct and declares that
     it shall  be lawful for  the Collateral Agent  to appoint a  new trustee or
     trustees of the Charged Property in place of the Company.

     13.3 POWERS AS  TRUSTEE:  The  Company hereby agrees and  declares that the
     Collateral Agent or  any nominee of  the Collateral Agent  may at any  time
     after the Collateral  Agent or any  nominee or nominees  of the  Collateral
     Agent  has/have been registered as owner(s) of any investments, without any
     further  consent or authority on the part  of the Company, exercise (in the
     name  of the Company or otherwise) with  respect to such investments and to
     the exclusion of the Company, all rights and powers conferred by statute or
     otherwise upon an  absolute owner of those  investments and all the  powers
     given to trustees  by sections 10(3) and  (4) of the  Trustee Act 1925  (as
     amended  by section 9 of  the Trustee Investments  Act 1961)  in respect of
     investments  or property  subject to  a  trust, and  all  rights or  powers
     incidental to or conducive to the exercise of rights and powers in relation
     to  the investments; provided  that until the  security constituted by this
     Deed shall become enforceable the Collateral Agent shall:

     (a)  exercise or procure that  its nominees shall exercise all  such rights
          and  powers at  the specific  request of  and  in accordance  with the
          instructions of  the Company but so that  neither the Collateral Agent
          nor  any nominees  of the  Collateral Agent  shall be obliged  to give
          effect  to any request  or instruction which  the Collateral Agent may
          consider would be prejudicial to the charges contained in this Deed or
          if in doing  so it would  incur any cost or  expense or render  itself
          subject  to  any  liability,  unless  previously  indemnified  to  its
          satisfaction; and

     (b)  pay or  procure  that  its  nominee  shall  pay  to  the  Company  all
          dividends,  interest and other distributions  of an income nature that
          it or its nominee receives.

     EXAMINATION OF SECURED ASSETS, ETC.

     14.1 INSPECTION:   The Company  shall permit the  Collateral Agent  and any
     persons appointed  by it full access  to the Charged Property  to carry out
     any survey, inspection,  assessment or review of  the Charged Property  and
     shall permit an inspection to  be made and copies and extracts  to be taken
     of  books, accounts, records and documents relating to the Charged Property
     or the covenants  and obligations of  the Company under  this Deed and  any
     costs,  fees and  expenses incurred by  the Collateral  Agent in connection
     with all  such inspection,  assessment or  review shall be  payable by  the
     Company and shall form part of the Obligations.

     14.2 THIRD PARTY  INVESTIGATION:  The  Company shall  at its  own cost,  if
     requested by  the Collateral Agent, appoint such  persons as the Collateral
     Agent may  specify  to  investigate  or review  the  financial  affairs  or
     operations of the Company and report thereon to the Collateral Agent.

     OTHER SECURITY, ETC.

     15.1 NO MERGER: The charges  contained in or created pursuant to  this Deed
     are in addition to, and shall neither  be merged in, nor in any way exclude
     or  prejudice any other  Security Interest, right  of recourse,  set off or
     other  right whatsoever which the Agent or  any Collateral Agent may now or
     at any time  hereafter hold or have (or  would apart from this Deed  or any
     charge contained or created pursuant to this Deed hold or  have) as regards
     the  Company or any other person in  respect of the Obligations and neither
     the Agent  nor any Collateral Agent  shall be under any  obligation to take
     any steps to  call in or  to enforce any  security for the Obligations  nor
     shall they be liable to the Company  for any loss arising from any omission
     on the part of the Agent  or any Collateral Agent to take any such steps or
     for the manner in which the Agent or any Collateral Agent shall  enforce or
     refrain from enforcing any such security. 

     15.2 CONSOLIDATION:  Section 93 of the 1925 Act shall not apply in relation
     to any of the charges contained in this Deed.

     15.3 RULING  OFF:   Without prejudice to  clause 4.1(a), if  the Collateral
     Agent  receives notice  of  any  Security Interest  or  any other  interest
     affecting the Charged Property:

     (a)  the  Collateral Agent may open a new  account with the Company and, if
          it does not,  it shall nevertheless be deemed  to have done so  at the
          time it received such notice; and

     (b)  all  payments made by  the Company to  the Collateral Agent  after the
          Collateral Agent receives such notice  shall be credited or deemed  to
          have  been  credited  to the  new  account,  and  in no  circumstances
          whatsoever shall operate to reduce the Obligations  as at the time the
          Collateral Agent received such notice.

     15.4 PRIOR ENCUMBRANCES:    If  there are  any  Security  Interests  having
     priority to the  charges contained in  this Deed in  respect of all or  any
     part of the Charged Property then:

     (a)  if any proceedings or steps are being taken to exercise or enforce any
          powers or remedies conferred  by such prior Security  Interest against
          the  Charged Property, the Collateral  Agent or any  Receiver may (but
          without prejudice to  any rights the Collateral Agent  or the Receiver
          may  have  under statute)  redeem  such prior  charge  or  procure the
          transfer thereof to  itself or himself,  as the case  may be, and  may
          settle  and pass the accounts of the  prior chargee and any account so
          settled and passed  shall be conclusive and binding on the Company and
          the  principal,  interest,   costs,  charges  and    expenses  of  and
          incidental to such redemption or transfer shall be paid by the Company
          to the Collateral  Agent on demand  with interest at the  Default Rate
          and, until payment, the Charged Property shall  stand charged with the
          amount to be so paid; and

     (b)  all  the  powers, authorities  and  discretions conferred  by  a prior
          charge  upon   the  chargee  or  any  receiver   thereunder  shall  be
          exercisable by the Collateral Agent or a Receiver in like manner as if
          the same were expressly included herein and the Collateral Agent shall
          be entitled to exercise all the powers, authorities and discretions of
          an administrative receiver, receiver,  manager or receiver and manager
          appointed thereunder.

     15.5 CHANGE OF  NAME, ETC.:  This  Deed shall remain valid  and enforceable
     notwithstanding any change in the  name, composition or constitution of the
     Collateral Agent or the Company or any amalgamation or consolidation by the
     Collateral Agent or the Company with any other corporation.

     SET OFF

     16.1 The Collateral Agent  may, as far as the law will  permit, at any time
     and from time to time without notice and notwithstanding  any settlement of
     account or other matter whatsoever combine or consolidate all or any of its
     existing accounts including accounts in the name of the Collateral Agent or
     of the Company jointly with others and  may set off or transfer all or  any
     part of any credit balance or any sum standing to the credit of any account
     (whether or  not the same is  due to the Company from  the Collateral Agent
     and  whether or  not the credit  balance and  the account  in debit  or the
     Obligations are expressed in the same currency in which case the Collateral
     Agent is  hereby  authorized to  effect any  necessary  conversions at  its
     prevailing rates  of exchange)  in or  towards satisfaction  of any of  the
     Obligations and  may in its absolute discretion  estimate the amount of any
     liability  of  the  Company  which  is   contingent  or  unascertained  and
     thereafter set off such estimated amount and no amount shall  be payable by
     the Collateral Agent  to the Company unless and until  all Obligations have
     been ascertained and fully repaid or discharged.

     AVOIDANCE OF PAYMENTS

     17.1 NO RELEASE:  No assurance, security or payment which may be avoided or
     adjusted  under  the  law,  including  under  any  enactment  relating   to
     bankruptcy or insolvency  and no release, settlement or  discharge given or
     made  by the Collateral Agent on the  faith of any such assurance, security
     or  payment,  shall prejudice  or  affect the  right  of the  Agent  or the
     Collateral Agent to recover the Obligations from the Company (including any
     moneys  which it may be compelled to  pay or refund under the provisions of
     the  Insolvency  Act 1986  and any  costs  payable  by  it pursuant  to  or
     otherwise  incurred  in connection  therewith)  or to  enforce  the charges
     contained in this Deed to the full extent of the Obligations. 

     17.2 RETENTION OF CHARGES:  If the  Collateral Agent shall have grounds  in
     its absolute discretion for believing that the Company may  be insolvent or
     deemed to be  insolvent pursuant  to the provisions  of the Insolvency  Act
     1986 as at the date of any payment made by the Company  to the Agent or the
     Collateral  Agent, the Collateral Agent shall be  at liberty to  retain the
     charges contained in or created pursuant to this Deed until the expiry of a
     period of one month plus such  statutory period within which any assurance,
     security,  guarantee or  payment can  be avoided  or invalidated  after the
     payment  and  discharge  in full  of  all Obligations  (unless  the Company
     produces a  certificate of solvency from its auditors after such payment or
     discharge)   notwithstanding  any   release,   settlement,   discharge   or
     arrangement which may be given or made by the  Collateral Agent on, or as a
     consequence of, such payment or discharge of liability provided that, if at
     any  time within such period, a petition  shall be presented to a competent
     court for an  order for the winding  up or the making  of an administration
     order in  respect of the Company, or the Company shall commence to be wound
     up  or to  go into  administration  or any  analogous proceedings  shall be
     commenced  by or  against the  Company, the  Collateral Agent  shall be  at
     liberty to continue to retain such security for such further  period as the
     Collateral  Agent  may  determine  and such  security  shall  be  deemed to
     continue to have been held as security for the payment and discharge to the
     Collateral Agent of all Obligations. 

     CURRENCY CONVERSION

     18.1 INDEMNITY:   If  under any applicable  law, whether  as a  result of a
     judgment  against the Company or the liquidation  of the Company or for any
     other reason, any payment under or in  connection with this Deed is made or
     any amount is received or recovered by the Agent or the Collateral Agent in
     respect  of the Obligations  in a currency (the  OTHER CURRENCY) other than
     the currency in  which the Obligations are payable (the ORIGINAL CURRENCY),
     then to  the extent  that the payment  to or  receipt by  the Agent or  the
     Collateral Agent (when  converted at the  rate of exchange  on the date  of
     payment or receipt) falls short of the whole of the Obligations the Company
     shall  as  a  separate  and  independent  obligation  fully  indemnify  the
     Collateral Agent against the amount of the shortfall; and for the  purposes
     of this clause,  RATE OF EXCHANGE  means the rate  at which the  Collateral
     Agent is able  on the relevant  date to purchase  the original currency  in
     London with the other currency.

     18.2 PURCHASES:  If the  Company fails to pay or discharge  any part of the
     Obligations  when due, the Agent or the  Collateral Agent from time to time
     may purchase an amount of  the currency in which  such sum is due with  any
     other currency or currencies and the  Company's obligation thereafter shall
     be to  pay to  the Collateral  Agent the  amount of the  other currency  or
     currencies so used to purchase.

     EXECUTION OF DOCUMENTS

     19.1 As far as the law will permit, any document required to be executed as
     a deed by the Collateral  Agent under or in connection with this Deed shall
     be  validly executed if executed as a deed by a duly authorized attorney of
     the Collateral Agent.

     NOTICES AND DEMANDS

     20.1 Each communication to be made under this Deed shall be made in writing
     but, unless otherwise stated, may be made by telefax or letter.

     20.2 Any notice, communication or  document to be made or  delivered by one
     person  to another pursuant to this Deed  shall be made or delivered, if to
     the Company, in the manner for notices  and to the address set forth in the
     Credit Agreement, and if to the Collateral Agent, in the manner for notices
     set forth in the Credit Agreement and delivered to the following address:

     THE COLLATERAL AGENT

     BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, LONDON BRANCH

     Address:  1 Alie Street
     London E1 8DE
     Attention:  Keith Thomas 
     Telephone:  0171 634 4000
     Telefax:  0171 634 4707

     Copy to:

     BANK OF AMERICA, FSB 

     Address:  1230 Peachtree Street, N.E.
     Suite 3600
     Atlanta, Georgia 30309
     United States of America

     Attention:  John Yankauskas
     Telephone:  001 404 815 5928
     Telefax:  001 815 5919

     20.3 Each  communication and  document made  or delivered  by one  party to
     another  pursuant to  this Agreement  shall be in  the English  language or
     accompanied by a translation thereof  into English certified (by an officer
     of the person making or delivering the  same) as being a true and  accurate
     translation thereof.

     FURTHER PROVISIONS

     21.1 EVIDENCE  OF  INDEBTEDNESS:   In  any  action,  proceedings  or  claim
     relating to this Deed or the charges contained in this Deed, a statement as
     to any amount due to the Collateral Agent or of the Obligations or any part
     thereof  which is certified as being correct  by an officer of the Agent or
     the  Collateral  Agent  shall, save  in  the  case  of manifest  error,  be
     conclusive evidence that such amount is in fact due and payable. 

     21.2 RIGHTS CUMULATIVE, WAIVER:  The rights of the Collateral Agent and the
     Receiver  are  cumulative,  may be  exercised  as  often  as they  consider
     appropriate and  are in addition  to their respective rights  under general
     law.    The respective  rights of  the  Collateral Agent  and  the Receiver
     (whether arising under  this Deed or  under the general  law) shall not  be
     capable  of being  waived or  varied otherwise  than by  express waiver  or
     variation in writing; and,  in particular, any  failure to exercise or  any
     delay in   exercising any such rights shall  not operate as a  variation or
     waiver  of that or any other such  right; any defective or partial exercise
     of such rights shall  not preclude any other or further exercise of that or
     any other  such right; and  no act or  course of conduct  or negotiation on
     their  part or  on  their  behalf  shall  in any  way  preclude  them  from
     exercising any such  right or constitute a  suspension or variation  of any
     such right. 

     21.3 INVALIDITY OF ANY  PROVISION:  If  any provisions of this  Deed 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.

     CHOICE OF LAW

     22.1 This Deed is governed by,  and shall be construed in accordance  with,
     the laws of England. 

     TRANSFER

     23.1 For the avoidance of doubt (but without  prejudice to any other rights
     of the Collateral Agent whether at common law, by statute  or otherwise) at
     all  times  (other than  during  an Event  of  Default when  no  consent is
     required) the  Collateral  Agent  may  with the  consent  of  the  Borrower
     Representative,  such consent  not to  be unreasonably  withheld, transfer,
     assign or otherwise deal with this Deed (and the charge  or charges thereby
     created) and all and any of its rights  thereunder and any deed or document
     entered into  collaterally thereto whether at  law or in equity  and in the
     event of such transfer or assignment the Company will: 

     (a)  agree that  upon any transfer,  assignment or dealing  to or with  any
          person  he  shall be  bound  to such  person  (to the  extent  of such
          transfer, assignment  or dealing) in like manner and to like extent as
          he is bound to the Collateral Agent under this Deed (and the charge or
          charges hereby created)  and every reference  to the Collateral  Agent
          shall be construed as including any such person; and

     (b)  consent to the Collateral Agent passing to such person or  other party
          interested in this  Deed any information and documents which have been
          or will be provided relating to the Charged Property or the Company.

     save  that  the consent  of  the  Borrower shall  not  be  required if  the
     Collateral Agent proposes to  transfer or assign this Deed to  an Affiliate
     who is organized in the same country as the Collateral Agent.

     DULY DELIVERED AS A DEED by the Company on the date inserted above.


     <PAGE>


                                                   /s/ Steven C. Ramsey
                                                  ----------------------------
     EXECUTED as a DEED and                  )    Director
     DELIVERED by MUREX BIOTECH LIMITED      )
     acting by two                           )     /s/ Charles F. Osborne, Jr.
     Directors/a Director and the Secretary  )    ----------------------------
                                                  Director/Secretary





     SIGNED by   /s/ Illegible               )
              ----------------------
         VICE PRESIDENT                      )
     -------------------------------
     for and on behalf of BANK OF AMERICA    )
     NATIONAL TRUST AND SAVINGS              )
     ASSOCIATION, London Branch              )