<PAGE>

                          INVOICE DISCOUNTING AGREEMENT


THIS AGREEMENT IS MADE ON: the last date shown for the signatures of the parties
at the end of this document.

BETWEEN:

        (1)     THE ROYAL BANK OF SCOTLAND COMMERCIAL SERVICES LIMITED

                ("We/Us") and

        (2)     THE CLIENT NAMED IN THE CLIENT PARTICULARS ("You")

1.      INTRODUCTION

1.1     This Agreement applies only to those Debts specified in the Schedule at
        the end of this document created by you under whatever trading name or
        style you may ever carry on business. We may later extend or reduce the
        scope of this Agreement to such Debts as we agree in writing signed by
        both you and us. Certain words used in this document have special
        meanings which are explained in the Annexe of Definitions. Their first
        letter is in capitals.

1.2     You will sell to us with full title guarantee and we will purchase from
        you all Debts to which this Agreement applies which are created after
        the date of this Agreement and until its termination. You will also
        Offer to us all Debts to which this Agreement applies which are
        Outstanding on the date this Agreement is made.

2.      START AND LENGTH OF RELATIONSHIP BETWEEN US

2.1     This Agreement shall start on the date it is made and it will run for
        the minimum period shown in the Schedule. After the end of the minimum
        period our relationship with you will then continue until ended by
        either you or us giving to the other notice of at least the minimum
        shown in the Schedule. Such notice may be given at any time, even during
        the minimum period, provided it runs out on or after the end of the
        minimum period. During any period of notice you will continue to comply
        with all your obligations to us.

2.2     Should this Agreement end within the minimum period shown in the
        Schedule you must pay us a sum equal to the shortfall between the amount
        of the minimum service charge that would have been earned had this
        Agreement continued for the minimum period, and the service charges
        actually earned.

2.3     Should you wish to end this Agreement but give us notice of less than
        the minimum shown in the Schedule we may still agree to your request,
        subject to an additional fee. For each month or part of a month that
        your notice falls short of the minimum notice period the fee will be the
        higher of:

        2.3.1   the monthly average of the service charges earned in the six
                calendar months

<PAGE>

                before we agree to accept your request; or

        2.3.2   one twelfth of the minimum service charge for the twelve
                calendar months before we agree to accept your request.

2.4     We can also immediately end this Agreement by giving you written notice
        at any time after a Termination Event.

3.      OUR OWNERSHIP OF DEBTS, OFFERS AND CLIENT ADVICES

3.1     As soon as possible on or after the date of this Agreement you will
        deliver an Offer in respect of each Initial Debt Outstanding together
        with its Related Rights. If we wish to accept an Offer, this will be
        done by crediting the Notified Value of each accepted Debt to the
        Receivables Purchased Account. Upon doing so our ownership of such
        accepted Debt shall be complete and the Debt thereby assigned to us.

3.2     You hereby transfer to us the ownership of all Debts and in addition you
        hereby assign to us all Scottish Debts (in each case together with their
        Related Rights) created after the date of this Agreement until the
        ending of this Agreement. Our ownership of such Debts shall be complete
        and they shall vest in us the moment they are created even though such
        Debts may not yet be Notified to us.

3.3     During the life of this Agreement you will enter the Debts and any
        relative credits onto your Customers' accounts following Delivery of the
        Goods and send us a Client Advice of them, unless they are
        Non-Notifiable Debts. Immediately you make any Adjustments you will send
        us details of them on a Client Advice.

4.      PURCHASE PRICE OF DEBTS

4.1     The Purchase Price of the Debts covered by this Agreement is to be the
        amount received by us towards the discharge of the Debts but less:

        4.1.1   Customers' prompt settlement discounts later claimed; and

        4.1.2   any other later claimed Customers' deductions, abatements or
                set-offs; and

        4.1.3   the discounting charges and service charges; and

        4.1.4   all other sums due to us.

5.      LIMITS AND PERCENTAGES

5.1     The Limits (except Funding Limits) shall, to start with, be as stated in
        the Schedule. We may at any time increase or decrease any or all of the
        Limits with immediate effect.

5.2     We will tell you of any changes to the Limits (except Funding Limits).
        We can tell you by written notice, oral advice or making the same
        available through FacFlow, even if no enquiry be made.

5.3     We may also set up a Funding Limit for each Customer, and will tell you
        of any balance which exceeds it.

5.4     No Prepayments will be available against Debts in excess of a Funding
        Limit. If, following a reduction of a Funding Limit, the amount of
        Prepayments already made exceeds your

<PAGE>

        Availability, the excess must be paid back immediately to us.

6.      DECISIONS

6.1     We need not give reasons for any of our decisions and all decisions and
        information given by us are confidential. You must treat any information
        regarding Funding Limits as legally privileged and will indemnify us
        against all claims arising from breach of your duty of confidentiality.
        You must not take Funding Limits as our view of the creditworthiness or
        otherwise of a Customer. We do not operate a credit reference service.

7.      DISPUTES

7.1     If any Customer disputes a Debt or his liability to pay by its due date
        or asserts any counterclaim or claim for reduction of or retention or
        set-off against a Debt (except for a settlement discount not exceeding
        7.5%), then:

        7.1.1   you must promptly give us full details; and

        7.1.2   you must do your best to settle all such disputes and claims
                promptly and directly with your Customers.

7.2     You must promptly raise a credit note if a Customer is entitled to one.
        Unless we have brought clause 7.3 into effect you must immediately
        deliver the credit note to the Customer and include its details on your
        next Client Advice. The credit note will be debited to the Receivables
        Purchased Account.

7.3     We may at any time write and tell you either that no credit notes can be
        despatched to your Customers without our prior consent or that any
        credit notes must be sent to us for our consent before we then despatch
        them.

7.4     Clauses 7.1 to 7.3 shall not affect those rights which we may have
        because this Agreement has been breached.

8.      OUR ACCOUNTS

8.1     The Notified Value of all Debts will be credited to our account known as
        the "Receivables Purchased Account". The balance on this account is our
        record of the prospective Purchase Price of Debts before any of the
        deductions used under clause 4.1 to calculate the Purchase Price.

8.2     You may also take Prepayments from us in respect of Debts credited to
        the Receivables Purchased Account. These payments will be debited to
        both the Receivables Purchased Account and to the Memorandum Discounting
        Statement. The amount taken must not exceed either your Availability or
        the Prepayment review level set by us from time to time. In our absolute
        discretion we may permit payments in excess of the Availability or
        Prepayment review level but subject to clause 9.8. Your Availability
        will immediately be affected if any Debt later becomes an Ineligible
        Debt.

8.3     We may debit the Receivables Purchased Account and the Memorandum
        Discounting Statement with all other sums you owe us. If the debit
        balance on the Memorandum Discounting Statement results in a negative
        Availability you must immediately pay the excess to us without our
        having to ask you.

<PAGE>

8.4     The value of any Remittance received by us will be credited to the
        Memorandum Discounting Statement with an effective date for calculating
        discounting charges as follows:

        8.4.1   if in cleared funds by electronic means to the specific account
                we tell you for such purpose - the working day following the day
                that we actually obtain an advice from our bank that they have
                received the Remittance;

        8.4.2   other Remittances paid into our bank account - four working days
                after the date of lodgement by you of such Remittance, provided:

                o       for FacFlow users, you record the lodgement in FacFlow
                        on the same date it is made and tell us by means of a
                        FacFlow Transmission within such four working day
                        period. If your FacFlow Transmission takes place later,
                        the effective date for calculating discounting charges
                        will be the date of this transmission; or

                o       for non FacFlow users, we receive a duplicate bank
                        paying-in slip, duly stamped by the receiving bank,
                        within the four working day period. If we receive the
                        paying-in slip later, the effective date for calculating
                        discounting charges will be the date of such receipt.

8.5     The balance on the Memorandum Discounting Statement will reflect:

        8.5.1   payments taken by you;

        8.5.2   any sums owed by you to us; and

        8.5.3   any Remittances received by us.

8.6     If the Memorandum Discounting Statement shows a credit balance we will
        normally pay this to you without your asking us but, at our discretion,
        we may withhold amounts equal to:

        8.6.1   any credit balances on Customers' accounts; and

        8.6.2   the amount of Your Responsibility.

8.7     We cannot let you take any credit balance from your Memorandum
        Discounting Statement after we have been told of the issue of a petition
        for your sequestration, bankruptcy or winding up. Provided that we do
        not exercise any of our rights under clause 17 we shall need to see a
        court order dismissing the petition before starting payments again.

8.8     We may at any time add together the balances on all accounts recording
        transactions between you and us. We may also at any time apply or
        set-off any amounts owing by you to us and the amount of Your
        Responsibility against any amounts owing by us to you. Where any amounts
        due by you to us, including those prospectively and contingently due,
        cannot immediately be found out we may make a reasonable estimate.

<PAGE>

8.9     We will provide you with statements of the Receivables Purchased Account
        and the Memorandum Discounting Statement. These shall be treated as
        correct and binding upon you, except for those errors which shall be
        obvious or contrary to law or where we receive your written notice
        within 10 days of our despatch of such statements to you.

8.10    You will accept a certificate signed by our Company Secretary or a
        director of ours as to all or any of the following on the date referred
        to in the certificate:

        8.10.1  the balance on the Memorandum Discounting Statement;

        8.10.2  the balance on the Receivables Purchased Account;

        8.10.3  any loss or damage suffered by us;

        8.10.4  the amount of Your Responsibility;

        8.10.5  any other amount payable to us.

        In any proceedings such certificate shall be conclusive evidence as to
        the balance, loss, damage or amount on the date so certified.

8.11    If we ask you to do anything you will pay all costs and expenses of
        doing so. If you do not carry out anything which we have a right to ask
        for then we may do it and you will pay all our costs and expenses.

8.12    All payments due from you to us shall be made in immediately available
        funds free and clear of any right of retention, set-off or counterclaim
        or any other withholding or deduction. If you are required by law to
        make any withholding or deduction, you will pay such additional sum
        needed so that we receive the full amount due to us under this
        Agreement.

9.      CHARGES AND INDEMNITIES

9.1     You will pay us the discounting charge which shall accrue from day to
        day. It will be worked out at the rate shown in the Schedule on the
        debit balance on the Memorandum Discounting Statement. Any payment to
        you will be debited to the Memorandum Discounting Statement on the day
        that we initiate the transfer.

9.2     The discounting charge shall be debited daily to the Receivables
        Purchased Account and to the Memorandum Discounting Statement. Any debit
        to the Memorandum Discounting Statement shall be treated as a Prepayment
        for the purpose of working out the discounting charge.

9.3     We shall be entitled to a service charge at the rate shown in the
        Schedule for each Notified Debt. The service charge covers:

<PAGE>

        9.3.1   licence to use FacFlow;

        9.3.2   provision of a monthly statement; and

        9.3.3   assisting reconciliation of your and our respective sales ledger
                records and cash receipts.

        We shall debit the service charge to the Receivables Purchased Account
        and to the Memorandum Discounting Statement at the end of each calendar
        month. No refund of any service charges can be made either if a credit
        note is issued or if this Agreement ends.

9.4     If the total of all service charges in each period shown in the Schedule
        falls short of the sum needed during that period to reach the minimum
        service charge you will pay us the shortfall. If we consider such
        shortfall likely then we may debit it to the Receivables Purchased
        Account and to the Memorandum Discounting Statement.

9.5     If this Agreement does not end on the last day of a period for the
        calculation of the minimum service charge then when the Agreement does
        end you will pay us the minimum service charge to the end of such
        period.

9.6     Payments to you will be made by BACS or CHAPS or such other method we
        may at any time advise you. Any administration charges to you for such
        payments will be at the rates advised in our pricing tariff, from time
        to time.

9.7     If our bankers charge us, you will repay to us their charges for:

        9.7.1   dealing with dishonoured Remittances;

        9.7.2   collecting any Remittances in a currency other than Sterling;

        9.7.3   collecting Remittances in Sterling drawn on a bank outside the
                United Kingdom.

9.8     You will pay us a facility fee at the rate shown in the Schedule on each
        anniversary of this Agreement. You will also pay us an arrangement fee
        for any variation of this Agreement requested by you or any additional
        service provided outside its scope. If we permit payments in excess of
        your Availability, we may also make an additional facility charge until
        the excess is repaid. This will not affect any other rights we may have.
        For setting up FacFlow for you, providing training in its use, providing
        new versions or updates, you will pay the related fees as from time to
        time set out in our pricing tariff.

9.9     If we make special visits to your premises or anywhere else then you
        will pay all our costs and expenses.

9.10    You will fully indemnify us against all losses, costs, demands,
        disbursements, fees and expenses of:

        9.10.1  obtaining the release of Debts from charges, trusts or other
                encumbrances or enforcing such release;

        9.10.2  assignments or reassignments of Debts or Related Rights or
                giving notices of assignment or reassignment;

        9.10.3  taking guarantees or indemnities from any person, including a
                receiver;

<PAGE>

        9.10.4  enforcing either this Agreement or any guarantee or indemnity
                given in respect of it;

        9.10.5  all matters arising from any breach by you of this Agreement or
                the occurrence of a Termination Event;

        9.10.6  any Customer failing to pay a Debt at its full Notified Value;

        9.10.7  any solicitor or agent engaged to collect Debts or conduct legal
                proceedings concerning Debts and all legal fees and
                disbursements payable to any other party to such proceedings.

9.11    Changes to the discounting charge, the service charge and the minimum
        service charge shall only be effective if in writing signed by both you
        and us.

9.12    VAT, if applicable, will be added to all fees and charges quoted by us.

9.13    You will pay us immediately on demand any amount which we have to pay to
        any Customer by way of refund claimed under a direct debit guarantee
        given by us.

10.     REPURCHASE

10.1    We may at any time require you to Repurchase an Ineligible Debt from us.

10.2    Should we require you to Repurchase Debts from us we will continue to
        own all such Debts until we receive the price for all Repurchases. At
        this point we shall transfer them back to you. We shall then account to
        you for any further sums received by us from your Customers in respect
        of such Debts.

11.     AGENCY

11.1    We alone shall have sole and absolute discretion as to how to collect
        and enforce payment of Debts. We can do this in whatever way we see fit.
        Until we exercise our rights under clause 11.5 you must, at your
        expense, collect Debts and manage Customers' accounts for us as our
        undisclosed agent. You are not our agent for any other purpose.

11.2    Throughout the term of this Agreement you must ensure that all Debts are
        promptly and correctly recorded in your Accounting Records and that your
        sales ledger control bears a conspicuous notation that Debts have been
        sold and assigned to us.

11.3    During your agency we may communicate in your name with Customers for
        the purposes of Debt verification.

11.4    You must act promptly and efficiently when carrying out your duties as
        our agent.

11.5    We may at any time vary the terms of your agency as we see fit. If we
        request you will give notice to each Customer that we are the owner of
        all your present and future Debts. We will tell you the wording of the
        notice which we can also give on your behalf. Unless we state otherwise,
        such request will act as a cancellation of your agency, whereupon we
        alone shall be entitled to collect and enforce payment of all Debts in
        whatever way we see fit. You will fully co-operate with us and, as we
        direct, will help us to collect Debts.

<PAGE>

11.6    After the cancellation of your agency:

                11.6.1  you must not say you are our agent;

                11.6.2  you must immediately send us your Accounting Records to
                        do with Debts;

                11.6.3  we will maintain your Customers' accounts in the form of
                        a sales ledger;

                11.6.4  you must ensure that Customers pay all their Debts to us
                        or as we direct, including by direct debits;

                11.6.5  in our absolute discretion we may settle, conduct or
                        abandon any collection activity and you will be bound by
                        our actions and decisions;

                11.6.6  in our absolute discretion we can at any time grant time
                        or other indulgence to any Customer and compromise
                        claims with Customers or accept payment from a Customer
                        which is less than the Notified Value of the Debt
                        without discharging you from your obligations to us;

                11.6.7  in our absolute discretion we may start, defend or
                        compromise any legal proceedings and you will be bound
                        by our actions and decisions; the proceedings may be in
                        our or your name; you will give us all evidence we may
                        at any time need, whether before during or after any
                        proceedings; you will make sure that those witnesses we
                        need will attend court; we may use an alternative
                        dispute resolution procedure involving mediation or
                        arbitration;

                11.6.8  we can repay to a Customer any credit balance shown on
                        their account;

                11.6.9  you will be responsible for paying all our charges,
                        costs, expenses and fees for collecting or attempting to
                        collect any Debt, including:

                        o       our own internal costs and expenses in
                                undertaking the collection activity;

                        o       those of any solicitor or collection or tracing
                                agent engaged by us, together with a litigation
                                fee to cover our work in instructing and
                                supervising such proceedings;

                        o       court fees;

                        o       those costs payable to any other party to the
                                proceedings;

                11.6.10 we may require you to give us security for the above
                        costs and expenses; we will credit the Receivables
                        Purchased Account and the Memorandum Discounting
                        Statement with any costs and expenses recovered.

12.     TRUSTS AND OTHER RIGHTS

12.1    From the moment that you receive any Remittance, you will hold it
        absolutely in trust for us. We may give notice to anyone that such trust
        exists.

12.2    When you receive a Remittance you must:

<PAGE>

        12.2.1  immediately pay it into our bank account, or into a trust bank
                account in your name;

        12.2.2  not pay it into any other account or deal with or negotiate it.

12.3    A trust bank account must be run according to our instructions. This
        means that we may irrevocably appoint our officers as the only people
        who can authorise transactions on the account.

12.4    You must authorise and indemnify our bankers so that they can credit our
        bank account with any transfers received from your bankers or your
        Customers' bankers and so they can collect the proceeds of any
        Remittances payable to you or your agents.

12.5    You must give us a letter addressed to your bankers instructing them to
        transfer to our bankers any cheques, bank giro transfers, BACS, CHAPS
        and other electronically transferred funds that may be received by your
        bank from Customers. You will not be able to cancel such instructions.

12.6    If we do not become the owner of any Debt or its Related Rights covered
        by this Agreement for any reason then you will be treated as holding
        such Debt or its Related Rights on trust for us free from all
        encumbrances.

12.7    You must promptly tell us about all Returned Goods. We may require you
        to set these aside marked with our name as the owner. You will then
        deliver them to us, or deal with them as we direct. We can, without
        notice, enter any premises where we believe Returned Goods or any other
        items comprised in the Related Rights are kept. We can take possession
        of or sell any Returned Goods on such terms and at such prices as we
        consider appropriate. We shall credit the net proceeds towards the
        discharge of the relative Debts. If we ask, you will deliver to us or
        allow us to take away any other items included in the Related Rights
        which we may deal with as we see fit. 13. YOUR UNDERTAKINGS TO US

13.1    Whilst this Agreement is in force and then until you have paid all
        monies owing to us you undertake:

        13.1.1  to make sure the payment and settlement discount terms for each
                Debt and any rights of retention, abatement or rebate are not
                more generous than those appearing in the Schedule and that
                these appear on every invoice and all copies;

        13.1.2  not to cancel or vary any Sale Contract or any payment terms or
                settlement discounts after Delivery unless you have our written
                consent;

        13.1.3  to make sure that every Sale Contract shall:

                o       only be made in the ordinary course of your business
                        stated in the Client Particulars;

                o       be subject to the law of one of the jurisdictions within
                        the United Kingdom, other than the Channel Islands or
                        the Isle of Man.

                o       provide for payment by the Customer in Sterling;

<PAGE>

                o       not include any prohibition against assignment of the
                        Debt;

        13.1.4  to make sure that neither you nor any Associate enters into any
                other agreement for the factoring, charging, declaring in trust
                or discounting of Debts with any other party or into any
                arrangement prejudicial to our outright ownership of Debts;

        13.1.5  to tell us immediately when you know about the following:

                o       any change or contemplated change in the directors or
                        partners or the control or ownership of your company,
                        firm or business or of any guarantor or indemnifier of
                        your obligations to us;

                o       any threatened or pending Insolvency proceedings against
                        you, or against any guarantor, indemnifier or Associate;

                o       any changes in the status, address, or creditworthiness
                        of a Customer;

                o       any security holder taking any steps towards or actually
                        enforcing its security over any part of your assets or
                        undertaking;

                o       any floating charge given by you being crystallised or
                        becoming converted into a fixed charge;

                o       all retrospective or quantity discounts agreed with
                        Customers;

                o       any payment or settlement discount terms different from
                        those shown in the Schedule;

        13.1.6  immediately we ask you:

                o       to provide information about your Customers;

                o       to give evidence satisfactory to us of any order and the
                        completion of any Sale Contract;

                o       to exercise any reservation of title to Goods in the
                        Sale Contract;

                o       to deliver to us and not to your Customer the originals
                        of any of the items comprised in the Related Rights,
                        together with as many copies as we may require; we may
                        forward these to the Customer or other persons or
                        organisations as appropriate at your expense;

<PAGE>

        13.1.7  not to include in an Offer or a Client Advice, until we tell
                you, any Debt which shall:

                o       be due by an Associate;

                o       be due by a Customer who also supplies goods or services
                        to you;

                o       arise from Goods supplied by you on approval, trial,
                        evaluation, consignment, sale or return or similar
                        terms;

                o       be due by a Customer who has not purchased the Goods for
                        his business;

                o       be regulated by the Consumer Credit Act 1974;

                o       arise from the sale of your capital or fixed assets;

                o       be due under a Sale Contract in a currency other than
                        Sterling unless a Currency Annexe applies;

                o       be within the category of Non-Notifiable Debts detailed
                        in the Schedule, or such other Debts as we may specify;

        13.1.8  immediately to cease and desist from any contra accounting
                arrangements with your Customers;

        13.1.9  not to include in an Offer or a Client Advice any Debt until the
                Goods have been Delivered;

        13.1.10 to keep us advised of the identity of your Associates;

        13.1.11 promptly to perform all your further and continuing obligations
                to a Customer and, if we ask, to give evidence of such
                performance;

        13.1.12 to create such security in our favour on your undertaking and
                assets as we may specify for your performance of this Agreement,
                or in respect of Debts intended to be owned by us but which for
                any reason fail to belong to us;

        13.1.13 to sign any additional documents and do anything we may need to
                exercise or enforce our rights, to sign assignments of Debts or
                Related Rights or endorse or Assign any instrument or security
                included in the Related Rights; any such assignment of a
                Scottish Debt or any of its Related Rights will support the
                assignments given in clauses 3.1 and 3.2 but will not prejudice
                the earlier assignments;

        13.1.14 to follow our guidelines for the day to day efficient working of
                this Agreement;

        13.1.15 to make sure that your warranties about Debts are complied with
                until they are discharged;

<PAGE>

        13.1.16 to take all steps we may require for the protection of our
                interests under or arising out of this Agreement and in
                mitigating any loss we may suffer;

        13.1.17 to make sure that in relation to your sole trader and unlimited
                partnership Customers your processing of information about them
                (including any transfers to us) complies in all respects with
                the Data Acts, and is accurate;

        13.1.18 to advise us promptly should you receive any notice or
                allegation of non-compliance with the Data Acts;

        13.1.19 to advise us promptly of all changes made to information
                transferred to us if you receive a correction request from a
                Data Subject;

        13.1.20 to advise your sole trader and unlimited partnership Customers
                about how you process information about them, your disclosure of
                it to us and the use we will make of such information, including
                supplying it to and making searches with our credit reference
                and fraud prevention agencies;

        13.1.21 not to create any new Associate nor to transfer any of your
                assets undertaking or staff to an Associate without in each case
                our prior written consent;

        13.1.22 to advise us without delay of any intention of yours to take
                steps towards your Insolvency.

14.     WARRANTIES

14.1    By including a Debt in an Offer or a Client Advice you will be treated
        as having given all of the following warranties to us:

        14.1.1  all the particulars contained in the Offer or Client Advice are
                correct and complete and the Debt has not been previously
                Notified to us;

        14.1.2  each Debt relates to an actual and bona fide sale and Delivery
                in accordance with the Sale Contract;

        14.1.3  the Debt is payable in the U.K. without any retention, set-off
                or counterclaim by a Customer with an established place of
                business in the U.K.;

        14.1.4  you have the absolute right to transfer the Debt to us and,
                except in our favour, it shall remain free from any security,
                charge, trust, option, pledge, hypothecation, encumbrance, lien
                or any tracing rights adversely affecting the Debt, the Goods or
                the proceeds;

        14.1.5  our ownership of the Debt will not violate any laws or agreement
                affecting you;

        14.1.6  the Notified Value of the Debt is the same as its Contracted
                Value;

        14.1.7  all sums due or obligations by you to the Customer have been
                paid or performed and you will have no other obligations towards
                the Customer which could reduce the amount payable to us for the
                Debt;

        14.1.8  no right or claim of rescission, defence, adjustment or other
                right or claim

<PAGE>

                exists or will arise to reduce or extinguish the Notified Value
                of the Debt or affect our ability to collect the Debt;

        14.1.9  the correct name and address of the Customer and any required
                purchase order number appear on the invoice or credit note, on
                any documents supplied evidencing the Debt and all
                correspondence;

        14.1.10 the Customer has obtained all the consents and certificates
                necessary in order to pay the Debt;

        14.1.11 the invoice or credit note identifies the currency for payment
                as Sterling;

        14.1.12 the Debt is one to which this Agreement applies;

        14.1.13 where the Debt relates to a claim for interest:

                o       all legal criteria for your interest claim have been
                        fulfilled;

                o       the principal Debt to which your interest claim relates
                        has previously been Notified;

                o       your interest claim must be Notified to us within three
                        months of the date the principal Debt was paid; o no
                        credit payment terms have been allowed for discharging
                        your interest claim.

14.2    You warrant that prior to entering into this Agreement you have
        disclosed to us every fact or matter known to you or which you should
        have reasonably known might influence us in our decision whether or not:

        14.2.1  to enter into this Agreement on these terms; or

        14.2.2  to accept any person as a guarantor or indemnifier of your
                obligations to us.

14.3    You will immediately tell us of anything which might reasonably
        influence our decision to continue with this Agreement on these terms.

15.     FACFLOW

15.1    We will provide you with FacFlow. You will provide all computer
        equipment required at your premises and will keep this equipment virus
        free and suitable for use. We shall have no responsibility for any
        damage, loss or corruption of your data, software or equipment caused
        through the loading or operation of our Software.

15.2    You undertake:

        15.2.1  to use your best endeavours to keep such equipment free from any
                Equipment Defect or Transmission Defect and to make suitable
                contingency arrangements to cover any such defect or the
                withdrawal or suspension of FacFlow;

        15.2.2  immediately to load and use any Software updates which we may
                provide;

        15.2.3  to keep secret and confidential the method of operation of
                FacFlow, the

<PAGE>

                Software and all access data and security procedures and to tell
                us promptly if any contravention is known or suspected;

        15.2.4  on a weekly basis or more frequently if we tell you, to make
                back up copies on disk of your sales ledger records, including
                invoices and credit notes, and to securely store such copies
                away from your premises for at least 4 months, and to advise us
                of their location.

15.3    You will have a non-transferable licence to use the Software.

15.4    We own all rights in the Software. You may not copy it without our prior
        written consent, except one copy solely for back-up purposes.

15.5    You and we undertake to each other:

        15.5.1  to use all reasonable endeavours to ensure that each FacFlow
                Transmission is completely and correctly sent;

        15.5.2  to tell the other promptly if either is aware of any Equipment
                Defect or Transmission Defect and to co-operate with the other
                to remedy it;

        15.5.3  to maintain appropriate records in support of FacFlow
                Transmissions and to ensure that FacFlow is not accessible to
                unauthorised persons.

15.6    We will maintain a Transmissions Log which shall, in the absence of
        manifest error, be conclusive proof and evidence of the FacFlow
        Transmissions sent or received by us.

15.7    We may rely upon any FacFlow Transmission ostensibly sent by you even
        though it may be sent without your authority. We may also rely upon any
        FacFlow Transmission sent through your agent or intermediary.

15.8    We may without notice suspend, withdraw or reactivate the operation of
        FacFlow.

15.9    We shall have no responsibility to you for any loss or damage as a
        result of any failure or delay in complying with our obligations in
        connection with FacFlow, including that arising from any:

        15.9.1  Equipment Defect or Transmission Defect;

        15.9.2  suspension or withdrawal of FacFlow;

        15.9.3  act or omission of any third party or abnormal operating
                conditions;

        15.9.4  failure to process any FacFlow Transmission to our internal
                systems, even though accepted by FacFlow.

15.10   Upon withdrawal of FacFlow you will immediately return to us any
        property of ours in your possession or under your control.

15.11   You will indemnify us against all losses and damages that we may incur
        if you breach your obligations in respect of FacFlow.

15.12   FacFlow does not operate on a real time basis. Please note any
        information is only accurate to an earlier point in time. In particular
        any request by you for a payment based upon any

<PAGE>

        Availability shown may be varied by us as further information becomes
        available.

15.13   Subject to clause 15.12, you and we will give each FacFlow Transmission
        the same status as if it had been in writing, signed on behalf of the
        sender and physically delivered to the recipient, unless the FacFlow
        Transmission can be shown to have been corrupted as a result of
        technical failure. FacFlow Transmissions shall be treated as satisfying
        any legal requirement for a communication to be in writing. You waive
        any rights to challenge the validity of any FacFlow Transmission on the
        ground that it was prepared and/or sent and/or received only in
        electronic form.

15.14   A FacFlow Transmission regarding Initial Debts shall be treated as
        including the following words:

        "IN ACCORDANCE WITH THE INVOICE DISCOUNTING AGREEMENT BETWEEN THE ROYAL
        BANK OF SCOTLAND COMMERCIAL SERVICES LIMITED AND OURSELVES THE DEBTS
        REFERRED TO IN THIS FACFLOW TRANSMISSION SHALL BE CONSIDERED AS BEING
        SUBJECT TO AN OFFER

16.     INFORMATION FOR US

16.1    You must give us a signed copy of your full set of accounts, including
        your directors' or partners' (as the case may be) and auditor's report
        or such other financial reports as we request, for each of your
        accounting reference periods (as defined in the Companies Act 1985). You
        must give us these items as soon as you have them, which must be no
        later than six months from the end of each accounting period.

16.2    You must give us your management profit and loss account and balance
        sheet at such intervals as we tell you. You will also give us such other
        financial reports that we may ask for and you will ensure that your
        auditors or external accountants report to us directly any information
        that we require. If we ask you will provide us with a copy of your
        partnership agreement and any amendments, if you are a limited liability
        partnership.

16.3    You will provide to us by the monthly returns due date specified in the
        Schedule:

        16.3.1  an aged analysis of Debts on the basis specified in the Schedule
                and correct to the last day of the preceding month. The ageing
                must also identify those Customers' accounts which are either in
                dispute or have been passed to solicitors, debt collectors or
                other third parties for collection;

        16.3.2  copy Customers' statements for the same period as in clause
                16.3.1;

        16.3.3  a sales ledger control in the format we tell you reconciled to
                the aged analysis of Debts in clause 16.3.1;

        16.3.4  any other information we may ask for.

16.4    You will let any employee, representative or agent of ours enter any of
        your business premises or locations under your control in order to:

        16.4.1  inspect Goods, stocks, Sale Contracts and evidence of their
                performance;

        16.4.2  verify, check, remove or be provided with copies of all
                Accounting Records.

16.5    We may at all times rely upon any signature, act or communication of any
        person purporting

<PAGE>

        to act on your behalf and the same shall be binding upon you.

17.     TERMINATION EVENTS

17.1    In addition to the right of either you or us to give notice to the other
        to end this Agreement under clause 2.1, we may immediately end it at any
        time after any of the following events:

        17.1.1  any breach or threatened breach by you of this Agreement;

        17.1.2  the breach or threatened breach or the termination of any
                contract between us and any of your Associates;

        17.1.3  any application by any creditor of yours for a court order that
                we must pay money to your creditor or must stop paying any
                monies to you;

        17.1.4  if you have an obligation to a third party for repayment of
                borrowed money which is declared due prior to its stated
                maturity date or you do not pay it when due;

        17.1.5  any change in your directors or partners (as the case may be)
                ownership, control, constitution or composition reasonably
                considered by us to prejudice our position;

        17.1.6  breach or termination by you or a third party of any
                representation, warranty or undertaking given to us;

        17.1.7  the termination of any waiver, consent, ranking or priority
                arrangement in our favour;

        17.1.8  your ceasing or threatening to cease to carry on your business
                referred to in the Schedule;

        17.1.9  your Insolvency including but not limited to the appointment of,
                or the giving of notice of intention to appoint, an
                administrator under the Insolvency Act 1986 or the coming into
                effect of a moratorium under the Insolvency Act 2000 or taking
                any steps towards such moratorium;

        17.1.10 the Insolvency or death of any person who has given a guarantee
                or indemnity for your obligations to us, or the service of a
                notice of intention to end such guarantee or indemnity or the
                legal disability of that person;

        17.1.11 if any Associate factors or discounts its debts with another
                party or is threatened with Insolvency proceedings or becomes
                Insolvent;

        17.1.12 your failure to comply with the minimum notification
                requirements shown in the Schedule.

17.2    Upon your Insolvency, ceasing to trade, failure to repay the entire
        Repurchase price under clause 17.4.1 or our cancelling your agency
        referred to in clause 11.5, we may:

        17.2.1  immediately debit your Receivables Purchased Account and
                Memorandum Discounting Statement with an additional service
                charge of five per cent of the Notified Value of the Debts then
                Outstanding or Notified to us thereafter in order

<PAGE>

                to cover our additional administrative work; and

        17.2.2  immediately increase the discounting charge by two per cent.

17.3    Upon or at any time after a Termination Event, which in good faith we
        reasonably and honestly consider prejudices our position (whether or not
        we use our right immediately to end this Agreement), we may do any or
        all of the following:

        17.3.1  upon making the information available through FacFlow (whether
                or not you access FacFlow):

                o       reduce the Prepayment percentage to zero or such other
                        figure as we may decide;

                o       designate all or any Outstanding Debts as Ineligible
                        Debts;

                o       create a special reserve against your Availability to
                        cover Your Responsibility;

                o       consolidate the balances on all accounts recording
                        transactions between you and us;

        17.3.2  demand that you pay us immediately any debit balance on the
                Client Account that exceeds the lesser of either your
                Availability or the Prepayment review level set by us from time
                to time or any balance due to us after such consolidation plus
                in each case service charges and discounting charges accrued but
                not yet debited and an amount equal to all credit balances on
                Customers' accounts;

        17.3.3  require you to Repurchase any Debts then Outstanding;

        17.3.4  delay at least ten calendar days, to allow for cheque
                clearances, before paying to you any credit balance on the
                Memorandum Discounting Statement.

        In connection with a Termination Event set out in clause 17.1.1 we want
        you to be aware that the following matters will usually be considered as
        prejudicing our position:

                o       your breach of sub-clauses 7.1, 7.2, 11.1, 11.2, 11.5,
                        11.6, 12.2 and 12.7;

                o       your failure duly to honour any payment obligation to
                        us;

                o       your breach of any undertaking in clause 13 or any
                        warranty in clause 14;

                o       your breach of clause 16.

        However this list is not exhaustive and there may well be other
        situations where a Termination Event prejudices our position.

        Within 30 days of our exercising our rights under sub-clauses 17.3.1
        (points 1 and 2) or

<PAGE>

        taking action under clause 17.3.2 or 17.3.3 you may give notice to us
        immediately to end this Agreement.

17.4    Upon the ending of this Agreement, for whatever reason:

        17.4.1  you must Repurchase all Outstanding Debts from us at a price
                equivalent to the debit balance on the Memorandum Discounting
                Statement and all other sums due to us;

        17.4.2  you will not attempt to cancel any notices of assignment given
                to Customers or attempt to collect Debts until you have paid the
                Repurchase price under clause 17.4.1 and we shall continue to
                own all Debts until so paid;

        17.4.3  you will be responsible for all credit balances on Customers'
                accounts and indemnify us in respect of all claims for them;

        17.4.4  you will not Notify us of any Debts arising after the date on
                which this Agreement ends; and

        17.4.5  we shall pay you any credit balance on the Memorandum
                Discounting Statement less the amount of Your Responsibility but
                allowing at least ten calendar days for cheque clearances.

17.5    Except as otherwise provided, the ending of this Agreement shall not
        affect our respective rights and obligations in respect of:

        17.5.1  any Debts which shall have come into existence prior to such
                termination; and

        17.5.2  all transactions or events having their inception prior to such
                termination, including the continued running of the discounting
                charge and our rights to set-off monies or combine accounts.

        Such rights and obligations shall remain in full force and effect until
        all monies due from you shall have been received by us and all monies
        due from us to you shall have been paid.

17.6    Any discharge of your obligations to us shall be of no effect to the
        extent that any receipt by us shall later be set aside under insolvency
        law.

18.     POWER TO ACT IN YOUR NAME

18.1    To ensure that you carry out your obligations to us and as security for
        all sums which shall become due to us, you irrevocably appoint us and
        our directors, Company Secretary and officers, at any time, jointly and
        each of them severally to act as your attorneys as we or they think fit
        in order to do all or any of the following:

<PAGE>

        18.1.1  complete and perfect our title to or deal with any Debt, Related
                Rights or Returned Goods;

        18.1.2  obtain payment of and give valid discharges for any Debt;

        18.1.3  secure performance of any of your obligations to us or to any
                Customer.

18.2    For these purposes, your attorneys may do any of the following:

        18.2.1  sign all documents;

        18.2.2  endorse and/or negotiate all Remittances;

        18.2.3  conduct, defend or compromise any legal proceedings and settle
                any indebtedness;

        18.2.4  take all other steps they consider necessary.

18.3    These powers shall continue both during and after the ending of this
        Agreement and during any disability on your part until all sums due to
        us have been paid. You will ratify and confirm whatever shall be
        lawfully done under these powers.

18.4    You also irrevocably appoint any assignee of ours or any person to whom
        we may novate this Agreement to perform any of the acts set out above.
        We may also appoint or remove a substitute attorney.

19.     CONTACTING OTHER PARTIES

19.1    We may:

        19.1.1  provide your bank, auditors, accountants, other professional
                advisers and any guarantors and/or indemnifiers to this
                Agreement with such information about your accounts with us as
                they may ask or we may consider necessary;

        19.1.2  obtain from your bank, auditors, accountants and other
                professional advisers such information as we may request.

19.2    You confirm that you have authorised the persons referred to in 19.1.2
        to give us such information.

19.3    We may disclose this Agreement and any information which we have
        obtained:

        19.3.1  to any actual or potential assignee, transferee or
                sub-participant;

        19.3.2  to any agency, security trustee, agent and/or arranger in
                connection with any financing of any such assignee, transferee
                or sub-participant;

        19.3.3  in any listing particulars, prospectus or offering circular.

<PAGE>

20.     ASSIGNMENT, DELEGATION AND FORCE MAJEURE

20.1    You consent to our novating to any other party any or all of our
        obligations, rights and remedies. This Agreement shall bind and enure to
        the benefit of our successors and assignees.

20.2    Except where the context otherwise requires, references to "we" or "us"
        shall include our successors, assignees and transferees in clauses
        conferring benefits and/or rights on us; in clauses imposing obligations
        on us, such references shall extend to such successors, assignees and
        transferees only if they shall specifically assume such obligations.

20.3    You will not, without our prior written consent:

        20.3.1  assign, grant security over or charge any of your rights or
                benefits or delegate any of your duties under this Agreement;

        20.3.2  dispose of any part of your business, assets or undertaking,
                except in the ordinary course of your business;

        20.3.3  create any securities, mortgages or charges on or over your
                assets or undertaking.

20.4    We shall not be liable to you for any consequential, secondary or
        indirect loss, injury or damage or any loss of or damage to goodwill,
        profits or anticipated savings. However nothing shall operate to excuse
        us from liability caused by the fraud of any of our officers.

20.5    We shall have no liability to you if we are delayed in or unable to
        perform our duties directly or indirectly because of an event of Force
        Majeure.

20.6    Any waiver or apparent waiver by us of any breach of any obligation or
        provision in this Agreement cannot be treated as a general waiver or be
        construed as implying or establishing consent to any subsequent breach.

21.     SERVICE OF NOTICES AND PROCESS

21.1    Except as otherwise stated, any written notice from us to you and any
        proceedings issued by us requiring service on you may be given or served
        by delivering it at or posting it to:

        21.1.1  your address stated in the client particulars or such other
                address advised to and acknowledged by us as being effective for
                the purposes of this clause; or

        21.1.2  your registered office; or

        21.1.3  any address last known to us at which you carried on business.

        It may also be handed to any officer of yours or be given by facsimile
        transmission or electronic medium to your number or address last known
        to us for communication by such means. If you are a limited liability
        partnership it may also be handed to any of your partners.

21.2    Any notice or process shall be considered served if:

        21.2.1  delivered - at the time of delivery; or

<PAGE>

        21.2.2  sent by post - 48 hours from the time of posting; or

        21.2.3  sent by facsimile transmission or electronic medium - at the
                time of transmission; or

        21.2.4  handed over - at the time of handing over.

21.3    Any notice in writing by you to us under this Agreement shall take
        effect at the time it is received by us at our registered office.

22.     LAW AND JURISDICTION

22.1    Our relationship with you is to be governed and interpreted by English
        law. You submit to the jurisdiction of the English courts. We may,
        however, use the courts of any other jurisdiction.

23.     INTERPRETATION OF THIS AGREEMENT

23.1    Any reference to a statute includes any amendment or replacement or
        re-enactment of that statute for the time being and any order and any
        subordinate legislation made under it.

23.2    The singular includes the plural and vice versa. Reference to any gender
        shall include any other gender. References to a person or party shall be
        construed as references to any person, firm, company, corporation,
        association, partnership, government, whether local, national or
        supra-national or other official body.

23.3    The meaning of general words introduced by the word "other " is not to
        be limited by reference to any preceding words.

23.4    Where the meaning of a word or expression in this Agreement has to be
        considered in relation to any place outside England and such word or
        expression has no exact counterpart in that place, it is to have the
        meaning of its closest equivalent as conclusively determined by us.

23.5    The interpretation and construction of this Agreement shall not be
        affected by any headings, which are for convenience only.

24.     GENERAL

24.1    The whole agreement between you and us consists of only this document,
        including any annexes referred to in the Schedule (and any document
        referred to in such annexes). References to "the Agreement" or "this
        Agreement" include all the annexes and all subsequent amendments,
        variations or extensions. Except as provided in any special conditions
        all earlier agreements, prior negotiations, quotations, warranties,
        advertisements and representations shall be of no effect. You have not
        relied upon any representation made to you by us or on our behalf or
        been influenced, induced or persuaded to enter into this Agreement by
        any representation.

24.2    We may use all or any of the rights and remedies contained in this
        Agreement. They are not exclusive of each other or of any rights or
        remedies given to us by law. If we choose not to enforce or cannot
        enforce any term or condition, this will not affect our right to enforce
        the rest of the Agreement or to enforce that term or condition at a
        later date. Also, such rights and remedies shall not be affected if we
        compromise with any Customer.

24.3    This Agreement is considered by both you and us to be reasonable. Should
        any part of it be

<PAGE>

        valid only if some other part were deleted then the Agreement will apply
        as if it were so deleted. The remainder of this Agreement will not be
        affected by such deletion.

24.4    Except where clauses 5.1 (where we may change Limits at our complete
        discretion) and 9.11 apply, changes to the Agreement can be made between
        you and us in any way but will only come into effect on the date stated
        in our written confirmation to you of such change or if no such date is
        stated upon despatching such confirmation.

24.5    This Agreement is not intended to confer any right or benefit on any
        person who is not a party hereto. No term of this Agreement is
        enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999
        by any person who is not a party to this Agreement.

ANNEXE OF DEFINITIONS

        In the attached Agreement the following expressions have the meanings
        set out below against each of them.

<TABLE>
<CAPTION>
<S>                                                                           <C>
Accounting Records                FacFlow                             Receivables Purchased Account
Adjustments                       FacFlow Transmission                Related Rights
Assign                            Force Majeure                       Remittances
Associate                         Funding Limit                       Repurchase
Availability                      Funding Period                      Retention Percentage
BACS                              Goods                               Returned Goods
Base Rate                         Ineligible Debt                     Sale Contract
CHAPS                             Initial Debt                        Schedule
Client Advice                     Insolvent                           Scottish Debts
Concentration Limit Percentage    Limits                              Software
Contracted Value                  Memorandum Discounting Statement    Sterling
Customer                          Non-Notifiable Debt                 Termination Event
Data Acts                         Notified/Notify/Notifying           Transmission Defect
Data Subject                      Notified Value                      Terminations Log
Debt                              Offer                               United Kingdom/U.K.
Debt Turn Target Adjustment       Outstanding                         U.K. Debt
Delivered                         Prepayment                          VAT
Equipment Defect                  Purchase Price                      Your Responsibility
</TABLE>

"ACCOUNTING     Any of the following:
  RECORDS"

<PAGE>

                (1)     accounting books, records and ledgers, financial and
                        management accounts;

                (2)     computer data or materials about your financial
                        position, purchases and sales;

                (3)     all invoices, credit notes or documents evidencing
                        entries in such books of accounts, records and computer
                        data and any other documents we require.

"ADJUSTMENTS"   Any entry on your Customers' accounts which changes the Notified
                Value of Debts.

"ASSIGN"        The transfer of ownership which includes in Scotland the giving
                of an assignation.

"ASSOCIATE"     (1)     Any subsidiary or holding company of yours as defined in
                        sections 736 and 736A of the Companies Acts 1985 to 1989
                        or Articles 4 or 4A of the Companies (No. 2) (Northern
                        Ireland) Order 1990; or

                (2)     any other form of associate of yours as defined in
                        section 184 of the Consumer Credit Act 1974; or

                (3)     a director, partner, shareholder or employee of yours or
                        the spouse of any of them; or

                (4)     any company in which you or any of them have an interest
                        other than purely for investment purposes in a publicly
                        quoted company.

"AVAILABILITY"  Your entitlement to Prepayment calculated by taking the credit
                balance on the Receivables Purchased Account and deducting:

                (1)     the value of all Ineligible Debts;

                (2)     the amount of Your Responsibility; and

                (3)     the standard retention.

                The standard retention is arrived at by:

                (1)     taking the balance on the sales ledger control; and then

                (2)     deducting the value of all Ineligible Debts and any
                        special reserves created at our discretion; and then

                (3)     multiplying the resultant sum by the Retention
                        Percentage.

"BACS"          The Bankers Automated Clearing System.

"BASE RATE"     The Sterling Base Rate per annum quoted, from time to time, by
                The Royal Bank of Scotland Plc or its successors or such other
                bank as we may tell you.

<PAGE>

"CHAPS"         The Clearing Houses Automated Payments System.

"CLIENT         Your notification to us, in such way as we may specify,
 ADVICE"        including in a FacFlow Transmission, of Debts, credit notes and
                Adjustments which have not previously been Notified to us
                together with such evidence of the performance of the Sale
                Contract or reasons for a credit note as we may specify.

"CONCENTRATION  Initially the percentage shown in the Schedule of the balance of
PERCENTAGE"     all Outstanding LIMIT Notified Debts.

"CONTRACTED     The amount of a Debt payable by a Customer in accordance with
                the Sale VALUE" Contract after taking into account any
                deduction, discount, claim or allowance.

"CUSTOMER"      A person who incurs or may incur any indebtedness under a Sale
                Contract.

"DATA ACTS"     The Data Protection Acts of 1984 and 1998.

"DATA SUBJECT"  Has the same meaning as in the Data Acts.

"DEBT"          Any present, future or contingent obligation of a Customer to
                make payment under a Sale Contract together with its Related
                Rights or where the context allows a part of such obligation or
                its Related Rights, including:

                (1)     the future right to recover sums due following the
                        determination, assessment or agreement of the amount of
                        the obligation; and

                (2)     VAT; and

                (3)     all duties and charges.

"DEBT TURN      An adjustment to the Prepayment percentage applied at the
TARGET          beginning of each month, and arrived at by:
ADJUSTMENT"

                (1)     comparing the sales ledger debt turn as conclusively
                        determined by us at the end of the previous calendar
                        month against the debt turn target figure initially
                        specified in the Schedule;
                (2)     expressing any excess days as a percentage of the debt
                        turn target figure; and
                (3)     deducting this percentage from the Prepayment
                        percentage.

"DELIVERED"     In relation to Goods:

                (1)     their removal from your control and from your premises,
                        carriers and agents; and
                (2)     their physical delivery to the Customer in the United
                        Kingdom or to the Customer's order; and
                (3)     the assumption of risk therein by the Customer; and
                (4)     complete performance of the Sale Contract.

In relation to services: fully performed.

"Deliver" and "Delivery" are to be similarly construed.

<PAGE>

"EQUIPMENT      Any malfunction, failure, defect, downtime or unavailability of
DEFECT"         computer equipment or software or any ancillary service or link
                including telephone or other communication systems.

"FACFLOW"       A computerised data enquiry and transmission system between you
                and us as updated from time to time.

"FACFLOW        Any item of data transmitted between you and us using FacFlow.
TRANSMISSION"

"FORCE          Any circumstances outside our or a Customer's reasonable
MAJEURE"        control, including an act of God, any exchange control,
                governmental or other official regulations or requirements, the
                outbreak of war, any terrorist act, revolution, civil
                insurrection, strike, lockout, industrial action or failure or
                non-operation of postal, banking or communication services.

"FUNDING        A monetary limit established by us in respect of each Customer
  LIMIT"        against which the Prepayment percentage will be applied.

"FUNDING        The period initially as specified in the Schedule, after which
 PERIOD"        Debts will rank as Ineligible Debts.

"GOODS"         Any merchandise or services the subject of a Sale Contract.

"INELIGIBLE
    DEBT"       A Debt:

                (1)     which is disputed or in respect of which the Customer
                        shall dispute their liability to pay or pay it by its
                        due date for payment; or

                (2)     in respect of which you shall be in breach of any
                        undertaking or warranty given to us about it or any
                        other obligations of yours to us arising from it; or

                (3)     which remains Outstanding beyond the end of the Funding
                        Period; or

                (4)     in excess of our Funding Limit; or

                (5)     owing by any Customer in excess of the Concentration
                        Limit Percentage; or

                (6)     in respect of which legal proceedings have been
                        threatened against the Customer; or

                (7)     where the Customer is Insolvent; or

                (8)     specified by us at any other time.

<PAGE>

"INITIAL
  DEBT"         A Debt Outstanding at the date of this Agreement.

"INSOLVENT"     (A)     In relation to you or any guarantor or indemnifier of
                        your obligations to us - any of or the occurrence of any
                        of the following:

                (1)     the issue of a petition or application, the calling of a
                        meeting, the making of any proposal, the making of any
                        appointment, the giving of any notice or the taking of
                        any steps for or in relation to any of the matters
                        listed in sub sections B (1) to (4) immediately below;

                (2)     any part of your or their income or assets being subject
                        to any of the following:

                        o       seizure, distress, diligence or lien;
                        o       enforcement of security rights;
                        o       execution of legal process;
                        o       sequestration;
                        o       an injunction or interdict;
                        o       attachment;
                        o       other legal process;

                (3)     the service of any statutory demand under the Insolvency
                        Act 1986 or the Insolvency (Northern Ireland) Order
                        1989;

                (4)     the entry or making of any judgment, order, decree or
                        award which shall remain unsatisfied or whose terms
                        shall not be complied with for seven days (except
                        pending any appeal);

                (5)     an application for a garnishee order;

                (6)     giving notice of the intended suspension of payments of
                        debts;

                (7)     becoming apparently insolvent;

                and the taking of any steps for the commencement of any
                proceedings in respect of any of the above matters.

                (B)     In relation to a Customer - any of following:

                (1)     in relation to an individual -- bankruptcy, apparent
                        insolvency or sequestration or the granting of a trust
                        deed for the benefit of creditors;

                (2)     in relation to a company - the taking of any steps
                        towards or the coming into force of a moratorium under
                        the Insolvency Act 2000, a resolution for voluntary
                        winding up by reason of insolvency, a winding up order,
                        the appointment of an administrator under the Insolvency
                        Act 1986 or the Insolvency (Northern Ireland) Order 1989
                        or the appointment of a provisional liquidator or
                        receiver (whether in or out of court) or an
                        administrative receiver of any of its assets or income
                        or a judicial factor;

<PAGE>

                (3)     in relation to a partnership - its bankruptcy, apparent
                        insolvency or sequestration or its winding up or the
                        appointment to it of an administrator under the
                        Insolvency Act 1986 or the Insolvency (Northern Ireland)
                        Order 1989 or the appointment of a judicial factor or an
                        order for the bankruptcy or sequestration of any partner
                        or the apparent insolvency of any partner or the grant
                        by a partner of a trust deed for creditors;

                (4)     in relation to any person - entry into a voluntary
                        arrangement under the Insolvency Act 1986 or the
                        Insolvency (Northern Ireland) Order 1989 or apparent
                        insolvency or any formal or informal arrangement
                        generally for the benefit of creditors;

                "Insolvency" shall be construed accordingly.

"LIMITS"        Any of:

                o       the Prepayment percentage;
                o       the debt turn target figure initially shown in the
                        Schedule;
                o       the Concentration Limit Percentage;
                o       Funding Limits;
                o       Funding Period;
                o       the Prepayment review level;
                o       the facility fee initially shown in the Schedule.

"MEMORANDUM
DISCOUNTING
STATEMENT"

"NON-           A Debt, owned by us under this Agreement, which must not be
NOTIFIABLE      Notified to us until we tell you, including specifically those
DEBT"           referred to in the Schedule and in clause 13.1.7.

"NOTIFIED/      Inclusion of a Debt in an Offer or Client Advice.
NOTIFY
NOTIFYING"

"NOTIFIED       The amount of the Debt as shown in an Offer or Client Advice.
VALUE"

"OFFER"         An unconditional offer to sell us a Debt with full title
                guarantee to be made in such form and with such evidence of the
                performance of the Sale Contract as we may specify. Where more
                than one Debt is at the same time subject to an Offer it shall
                be treated as an independent offer to sell us each Debt so
                offered which may be accepted or rejected by us entirely at our
                discretion

"OUTSTANDING"   A Debt unpaid by the Customer or a third party.

"PREPAYMENT"    A payment on account of the Purchase Price of Debts based on the
                Prepayment percentage initially as specified in the Schedule and
                arrived at in accordance with the definition of Availability.

<PAGE>

"PURCHASE
PRICE"          The price payable by us for a Debt calculated in accordance with
                clause 4.1.

"RECEIVABLES    An account reflecting the prospective Purchase Price of Debts.
PURCHASED
 ACCOUNT"

"RELATED
RIGHTS"         Any of the following in relation to any Debt or Returned Goods:

                (1)     all your rights by law as an unpaid vendor or under the
                        Sale Contract but without any obligation on us to
                        complete the Sale Contract;

                (2)     all evidence of the Sale Contract or its performance or
                        any disputes arising;

                (3)     documents of title to goods, warehouse keepers receipts,
                        bills of lading, shipping documents, airway bills,
                        certificates of origin, customs forms, commercial and
                        consular invoices, insurance documents or similar;

                (4)     the benefit of all insurances;

                (5)     all Remittances, securities, bonds, guarantees and
                        indemnities;

                (6)     all Accounting Records to do with the Debt;

                (7)     the ownership of all Returned Goods;

                (8)     interest.

"REMITTANCES"   Cash, cheques, bills of exchange, negotiable and non negotiable
                instruments, letters of credit, orders, drafts, promissory
                notes, electronic payments and any other instruments, methods or
                forms of payment or engagement received by us, you or your
                agents towards a Debt.

"REPURCHASE"    Our right to require you to buy back and in respect of a
                Scottish Debt to take a reassignment from us of an Outstanding
                Debt at a price equivalent to its Notified Value or the
                Prepayment paid in respect of it.

"RETENTION      100%, less the Prepayment percentage, as adjusted for any Debt
PERCENTAGE"     Turn Target Adjustment, from time to time.

"RETURNED
  GOODS"        Any Goods relating to or purporting to comply with a Sale
                Contract which any Customer shall for any reason:

                (1)     reject or give notice of rejection; or

                (2)     return or attempt to or wish to return to you or us; or

                (3)     which you or we recover from a Customer.

"SALE
CONTRACT"       A contract in any form, including a purchase order, between you
                and a Customer for the sale or hire of Goods or the provision of
                services or work done and materials supplied.

<PAGE>

"SCOTTISH       Debts arising under Sale Contracts where either those Sale
  DEBTS"        Contracts are governed by Scots law or the invoices for the
                Debts are addressed to Customers in Scotland.

"SOFTWARE"      The software provided by us to enable you to use FacFlow.

"STERLING"      The lawful currency from time to time of the U.K.

"TERMINATION
    EVENT"      Any event listed in clause 17.1.

"TRANSMISSION
   DEFECT"      Any programming error, corruption or other defect, or any delay
                or failure or breach of security in a FacFlow Transmission.

"TRANSMISSIONS
      LOG"      A record maintained by us of FacFlow Transmissions.

"UNITED
KINGDOM/ U.K."  The United Kingdom of Great Britain and Northern Ireland, the
                Channel Islands and the Isle of Man.

"U.K. DEBT"     A Debt evidenced by an invoice addressed to a Customer in the
                United Kingdom.

"VAT"           Value Added Tax.

   "YOUR
RESPONSIBILITY" Monies payable or possibly payable to us in the future
                including liability:

                (1)     arising from debts transferred to us by any of your
                        suppliers; or

                (2)     as a guarantor or indemnifier of another client of ours;
                        or

                (3)     for the breach of your obligations to us; or

                (4)     for legal costs and expenses;

                and our reasonable estimate of such monies where the amount
                cannot be immediately found out.

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                           <C>
                                                 THE SCHEDULE
                                             (RECOURSE - DOMESTIC)


1.      ANNEXE(S) INCORPORATED IN
        THIS AGREEMENT: (clause 24.1)

2.      (A) MINIMUM PERIOD OF THIS
        AGREEMENT: (clause 2.1)

        (B) MINIMUM NOTICE PERIOD:
        (clause 2.1)

3.      DEBTS TO WHICH THIS AGREEMENT                  Definitions
        APPLIES: (clause 1.1)

4.      MONTHLY RETURNS DUE DATE:
        (clause 16.3)                                  12 months from the date this Agreement is made.

5.      BASIS ON WHICH ANALYSIS OF DEBTS
        IS TO BE AGED: (clause 16.3.1)                 6 months.

                                                       All U.K. Debts.


                                                       15th day of month following.

                                                       From each invoice date, separately identifying the
                                                       amounts of Outstanding Debts by Customer showing
                                                       Customer balances as follows: total, up to 30 days old,
                                                       31 - 60 days old, 61 - 90 days old, 91 - 120 days old
                                                       and beyond 120 days old, plus a summary ageing of the
                                                       totals of each of these categories.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                           <C>

N.B. In paragraphs 6 to 17 below:

o       if we keep the Receivables Purchased Account and the Memorandum Discounting Statement in respect of
        Debts in currencies other than Sterling then any sum expressed in Sterling shall be treated as if the
        words "or its currency equivalent" were also added.

                                                                        U.K. DEBTS

6.      MINIMUM NOTIFICATION REQUIREMENTS:             We must receive a Client Advice from you atleast
        (clause 17.1.12)                               once every 4 weeks.

7.      PREPAYMENT PERCENTAGE:                         80%
        (definition of "Prepayment" and
        "Retention Percentage")

8.      DEBT TURN TARGET FIGURE:                       85 days
        (definition of "Debt Turn Target
        Adjustment")

9.      CONCENTRATION LIMIT PERCENTAGE:                30 %
        (definition of "Ineligible Debt" and
        "Concentration Limit Percentage")

                                                       U.K. DEBTS

10.     FUNDING PERIOD:                                120 days from end of month of invoice.
        (definition of "Ineligible Debt" and
        "Funding Period")

11.     PREPAYMENT REVIEW LEVEL:                       (pound)1,750,000.
        (clause 8.2)

12.     DISCOUNTING CHARGE:                            1.38 % above Base Rate.
        (clause 9.1)

13.     SERVICE CHARGE:                                0.10 % of the Notified Value of each Debt.
        (clause 9.3)

14.     MINIMUM SERVICE CHARGE:                        In any period of 1 month(s) (pound)666.67.
        (clause 9.4)

15.     FACILITY FEE:                                  (pound)n/a per annum or part thereof.
        (clause 9.8)

16.     YOUR PAYMENT AND SETTLEMENT DISCOUNT TERMS:    60 days from invoice month end with a settlement
        (clause 13.1.1)                                discount not exceeding n/a %.

17.     ADDITIONAL NON-NOTIFIABLE DEBTS:               Cash sales, staff sales, sales to Associate
        (clause 13.1.7)                                Companies, sales to Canada and sales to Shepherd
                                                       Neame Limited.
</TABLE>

<PAGE>

19. SPECIAL CONDITIONS:

1.      We are to receive a copy of your Quarterly management accounts within
        six Weeks of quarter end, commencing with period ending March 2005.

2.      You must not include in an Offer or Notification any Debt until the
        goods have been delivered in accordance with this Agreement.

3.      You will obtain proof of delivery in all cases and make these available
        to us upon request.

4.      You will retain Customer Remittance advices and make these available to
        us upon request, where a Remittance advice is not received you will
        retain a copy of the cheque.

5.      You will give all Customers paying by BAGS CHAPS or any other form of
        electronic transfer our nominated bank account details.

6.      You will maintain a monthly reconciliation between your bank statements
        and cashbook and make them available to us upon request.

7.      We are to receive an assignment to your Credit Insurance policy as "Loss
        Payee" with EULER , within 2 month(s) of the commencement of this
        Agreement.

8.      You will obtain Loss of Book Debts Records Insurance with our interest
        noted therein or alternatively confirm that back up sales ledger records
        will be updated regularly and maintained off site at all times.

9.      Sales ledger erosions including credit notes, journal credits, discounts
        and bad debts are not to exceed 5% in any rolling 3-month period. If
        this figure is exceeded the prepayment facility will be reduced by an
        amount not less than the excess above this.

10.     Export sales in Sterling are to be funded to a maximum of 10% of the
        sales ledger.

11.     A monthly spreadsheet providing a breakdown of debtors for each 30-day
        period is to be provided as part of the RBSCS month end return. RBSCS
        will monitor & verify the aged debtors report and the associated monthly
        spreadsheet at our periodic audits.

12.     We require that the Net Worth (share capital + revenue reserves) of the
        Company does not fall below (pound)1,000,000. Should this occur then we
        may amend the terms of your facility.

13.     We will debit your account with an arrangement fee of (pound)2,000 plus
        V.A.T., on commencement of this Agreement.

<PAGE>


CLIENT PARTICULARS CORPORATE

CLIENT

NAME:                            UBSN LIMITED

COMPANIES REGISTRY NO:           02367133

ADDRESS:                         17 COURT STREET

                                 FAVERSHAM

                                 KENT ME13 7AX


NATURE OF YOUR BUSINESS:         BREWER OF BEER AND LAGER


EXECUTION

TO CONFIRM THE RESPECTIVE CONSENT OF EACH PARTY TO THIS AGREEMENT AND TO
ACKNOWLEDGE HAVING HAD THE OPPORTUNITY TO TAKE INDEPENDENT LEGAL ADVICE BOTH
PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS INDICATED BELOW ON THE
26TH DAY OF APRIL 2005.


SIGNED and DELIVERED  as a
deed on behalf of THE ROYAL
BANK OF SCOTLAND COMMERCIAL                 /s/
LIMIED BY STEPHEN JAMES HARPUR              Attorney for The Royal Bank of
                                            Scotland Commercial Services Limited

Witness Signature                           /s/

Witness' Full Names:

Witness' Address:

Witness' Occupation


CORPORATE CLIENT

SIGNED and DELIVERED as a deed
on behalf of UBSN LIMITED
    By  SUNIL PURI, Director                    /s/ Sunil Puri
                                                Signature of Director

    And GUL M K LODHI, Company
           Secretary Signature of               /s/ Gul M K Lodhi
           Company Secretary