Exhibit 10.18


                       CERTIFICATE OF THE REGISTRATION
                           OF A MORTGAGE OR CHARGE

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


                           COMPANY No.  02636542

        THE REGISTRAR OF COMPANIES FOR ENGLAND AND WALES HEREBY CERTIFIES 
        THAT A DEED OF CHARGE DATED THE 12th NOVEMBER 1996 AND CREATED BY
        IMTC HOLDINGS (U.K.) 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



                              IMTC HOLDINGS (UK) LIMITED
                               (REGISTERED NO. 2636542)






                                   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

        IMTC  HOLDINGS  (UK) LIMITED  (registered  in  England  and Wales  no.
        2636542)  whose registered office  is at  Watergate House,  13/15 York
        Buildings, London, WC2N 6JU, 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 IMTC HOLDINGS (UK)        )  /s/ Charles F. Osborne, Jr.
        LIMITED acting by two                  )  --------------------------
        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              )