<PAGE>


                                                                    Exhibit 10.5


                              ALL ASSETS DEBENTURE

                                    GIVEN BY



                                  COPY DATA LTD


                                  IN FAVOUR OF


                           GLE INVOICE FINANCE LIMITED

                                    REGARDING



                                  COPY DATA LTD

                                    (C) 1997

                                Wilde & Partners

                                   Solicitors

                                 10 John Street

                                 London WCIN 2EB
<PAGE>
         ORDER OF CLAUSES

<TABLE>
<S>      <C>
 1.      Covenant to Pay

 2.      Charging Provisions

 3.      Company's Obligations

 4.      Further Assurance and Power of Attorney

 5.      Acts of Default'

 6.      Powers of Possession and Sale

 7.      Appointment of Receiver and his Powers

 8.      Application of Monies

 9.      Protection of Third Parties

 10.     Additional Powers of Securityholder

 11.     HM Land Registry

 12.     Additional Obligations of the Company

 13.     Continuing and Additional Security

 14.     Discharge

 15.     Notice

 16.     Jurisdiction

 17.     Representations, Warranties and Undertakings by Company

 18.     Transfers and Disclosures

 19.     Miscellaneous

 20.     Definitions and Interpretation
</TABLE>


DEFINITIONS

<TABLE>
<S>                                             <C>
         Act of Default                         Non-Vesting Property

         Debts                                  Other Debts

         Encumbrance                            Related Rights

         Environmental Laws                     Remittance

         Environmental License                  Secured Liabilities

         Financing Agreement                    Securityholder

         Group                                  Securities
</TABLE>
<PAGE>
<TABLE>
<S>                                             <C>
         Intellectual Property                  Secured Monies

         Insolvent                              Subsidiary

         Mortgaged Property
</TABLE>

      THIS DEBENTURE DEED IS made on the date referred to immediately before the
First Schedule


                                     - 2 -
<PAGE>
      hereto BY THE PARTY DESCRIBED IN THE FIRST SCHEDULE HERETO ("the Company")
the one part in favor of GLE IN VOICE FINANCE LIMITED of 10 Kings Hill Avenue,
Kings Hill, West Malling, Kent, ME19 4GL registered in England and Wales with
number 2252311 ("the Securityholder") of the other part.

1.    COVENANT TO PAY

      1.1.  The Company agrees with the Securityholder:

            (a)   to pay the Secured Monies, which are now or shall be due,
                  owing and payable to the Securityholder, in accordance with
                  the terms of the transaction, security, instrument or other
                  obligation giving rise to the Company's indebtedness to the
                  Securityholder, including those under the Financing Agreement;
                  and

            (b)   to discharge all obligations and liabilities, whether actual,
                  accruing or contingent, now or in future due, owing or
                  incurred to the Securityholder by the Company, in whatever
                  currency denominated and on whatever account and howsoever
                  arising, whether alone or jointly and in whatever style, name
                  or form and whether as principal or surety.

2.    CHARGING PROVISIONS

      2.1.  As security for the payment of the Secured Monies, the Company with
            full title guarantee now gives the following charges in favor of the
            Securityholder namely:

            (a)   a fixed charge by way of legal mortgage on all freehold and
                  leasehold property owned by the Company, including but not
                  limited to land of which the Company is registered as
                  proprietor at H. M. Land Registry (details of which are set
                  out in the Third Schedule to this deed)

            (b)   a fixed charge on all of the following assets, whether now or
                  in future belonging to the Company:

                  -     the freehold and leasehold properties of the Company not
                        effectively mortgaged under clause 2.1(a);

                  -     all fixtures and fittings (including trade fixtures and
                        fittings) and fixed plant and machinery in, on or
                        attached to the property subject to the legal mortgage
                        under clause 2.1(a);

                  -     any other freehold and leasehold property which in the
                        Company shall own together with all fixtures and
                        fittings (including trade fixtures and fittings) and
                        fixed plant and machinery in, on or attached to such
                        property;
<PAGE>
                  -     all goodwill, unpaid and/or uncalled capital of the
                        Company;

                  -     all the Company's Intellectual Property;

                  -     all the Company's Securities;

                  -     all loan capital, indebtedness or liabilities on any
                        account or in any manner owing to the Company from any
                        Subsidiary of the Company or a member of the Company's
                        Group;

                  -     all amounts realized by an administrator or liquidator
                        of the Company, upon enforcement or execution of any
                        order of the Court under Part IV of the Insolvency Act
                        1986

            (c)   a fixed charge upon:

                  -     all documents of title to any item of property which at
                        any time and for any purpose has been or may be
                        deposited with the Securityholder;

                  -     the assets mentioned in the title documents referred to
                        in the immediately preceding sub-paragraph;

            (d)   a fixed charge on all the Company's Non-Vesting Debts and all
                  Remittances received in respect thereof;

            (e)   a fixed charge on all the Company's Other Debts;

            (f)   a floating charge on such of the moneys which the Company may
                  receive in respect of the Company's Other Debts and which,
                  until any direction from the Securityholder to the contrary,
                  are paid into the bank account of the Company referred to in
                  clause 3.1 (f) and which upon such payment will be released
                  from the fixed charge thereon;

            (g)   a floating charge on the remainder of the undertaking,
                  property rights and assets of the Company whatsoever and
                  wheresoever, both present and future, not subject to the above
                  charges.

      2.2.  If the Securityholder shall enforce any of the above charges then
            the floating charges created by this deed shall immediately and
            without further formality become fixed charges. However, the
            Securityholder may also at any time give written notice to the
            Company immediately converting all or any of the floating charges
            into fixed charges in respect of the whole or any part of the
            Mortgaged Property subject to such floating charges.

      2.3.  Until the Securityholder shall:


                                     - 2 -
<PAGE>
            (a)   enforce any of the above charges; or

            (b)   serve any notice under clause 2.2 on the Company, converting
                  any of the floating charges into fixed charges; or

            (c)   give the directions referred to in any of clauses 3.1(e) or
                  3.1(g)

            any Remittance in respect of the Company's Other Debts which is paid
            into the Company's bank account under clause 3.1(f) shall, upon
            being so paid, be released from the fixed charge created by clause
            2.1(e) and shall immediately become subject to the floating charge
            created by clause 2.1 (f). Such release of the fixed charge on Other
            Debts shall not in any way affect the continuation of the fixed
            charge on the remainder of the Company's Other Debts, outstanding
            from time to time.

      2.4.  This deed shall take effect subject to the provisions of the prior
            Encumbrances over the Company's assets detailed in the Fourth
            Schedule, except as otherwise varied by any separate deed.

      2.5.  The floating charges created by this debenture shall, unless
            otherwise agreed by the Securityholder in writing, automatically and
            without notice be converted into fixed charges:

            (a)   upon any of the Mortgaged Property being subject to any
                  Encumbrance, (except as detailed in the Fourth Schedule) or to
                  any disposition or dealing prohibited by this deed; or

            (b)   after an Act of Default.

3.    COMPANY'S OBLIGATIONS

      3.1.  The Company agrees that, whilst this security exists, it:

            (a)   will not sell, transfer, lease, license or dispose of the
                  Mortgaged Property subject to the floating charges herein,
                  except by way of sale at full value in the ordinary course of
                  its business now being carried on;

            (b)   will not sell, transfer, lease, license or dispose of the
                  Mortgaged Property subject to the fixed charges herein without
                  the prior written consent of the Securityholder;

            (c)   will only deal with the Company's Other Debts outstanding in
                  accordance with the Securityholder's written directions; until
                  such directions are given will only deal with the Company's
                  Other Debts by way of getting in and realizing the same in the
                  ordinary course of its business;


                                     - 3 -
<PAGE>
            (d)   will execute a legal assignment of the Company's Other Debts
                  in favor of the Securityholder in such form as the
                  Securityholder requires, whenever the Securityholder so
                  demands;

            (e)   without affecting the right of the Securityholder under clause
                  3.1(c) to give other directions will, upon the directions at
                  any time of the Securityholder;

                  (i)   give instructions to debtors to pay Remittances in
                        respect of the Company's Other Debts direct into such
                        bank account under the control of the Securityholder
                        (and whether in the name of the Company or the
                        Securityholder) as the Securityholder may specify and
                        whether or not this is an account opened under clause
                        3(f); and/or

                  (ii)  give instructions to debtors to pay Remittances in
                        respect of the Company's Other Debts to such address, or
                        post office box under the control of the Securityholder
                        or to such person employed by or only accepting
                        instructions from the Securityholder as the
                        Securityholder may specify; and/or

                  (iii) give instructions to the Company's bankers that all
                        Remittances in respect of Other Debts, received direct
                        into a bank account under the control of the
                        Securityholder, by means of electronic funds transfers
                        shall forthwith be remitted to such bank account as the
                        Securityholder may specify (whether this is in the name
                        of the Company or the Securityholder and whether or not
                        it is an account opened under clause 3.1(f));

            (f)   will, as directed by the Securityholder, open such bank
                  accounts in the name of the Company with such mandates as the
                  Securityholder may specify; will thereafter pay into such bank
                  account all Remittances which the Company may receive in
                  respect of its Other Debts; will only deal with such account
                  in accordance with the written directions of the
                  Securityholder given from time to time (subject only to such
                  rights as the bank at which the account is held may have in
                  respect thereof); such bank accounts can include separate
                  designated accounts or trust accounts or accounts where the
                  officers of the Securityholder are irrevocably appointed to
                  operate the accounts;

            (g)   will only pay Remittances, which the Company may receive in
                  respect of the Company's Other Debts, into a bank account
                  under the Company's control, until any contrary direction or
                  demand by the Securityholder under clauses 3.1(c), 3.1(d),
                  3.1(e) or 3.1(f);


                                     - 4 -
<PAGE>
            (h)   will only pay or otherwise deal with the monies in any of the
                  Company's bank account referred to in clause 3.1(e) in
                  accordance with the written directions from time to time given
                  by the Securityholder (subject only to any rights which the
                  bank at which the account is held has in respect thereof);

            (i)   will not, charge, sell, discount, factor, dispose of or,
                  except in accordance with this deed, otherwise deal with its
                  Other Debts or the relative Remittances unless it has the
                  prior written consent of the Securityholder;

            (j)   after conversion of the floating charge created by clause
                  2.1(f) into a fixed charge, will not, except as permitted by
                  the Securityholder, withdraw any credit balance representing
                  Remittances from any of the Company's bank accounts under its
                  control;

            (k)   will only deal with the Non-Vesting Debts and their Related
                  Rights as if they were Debts and their Related Rights
                  purchased by the Securityholder under the Financing Agreement
                  and in particular will not bank or deal with Remittances in
                  respect of them except by dealing with them in accordance with
                  the Financing Agreement;

            (l)   will authorize its bankers from time to time to provide copies
                  of all the Company's bank accounts and such other financial
                  statements and information about the Company's assets and
                  liabilities available to such bankers, whenever requested by
                  the Securityholder;

            (m)   will provide such other information, as the Securityholder may
                  reasonably request regarding the Company's affairs;

            (n)   will, immediately it becomes aware, provide the Securityholder
                  with details of any present or future litigation, arbitration
                  or administrative proceedings in progress, pending or, to the
                  knowledge of the Company, threatened against it which might
                  have a material adverse effect on the Company's ability to
                  perform its obligations under this Debenture;

            (o)   will permit the Securityholder free access at all reasonable
                  times to inspect and take copies of and extracts from the
                  books, accounts and records of the Company and such other
                  documents as the Securityholder may require and will provide
                  the Securityholder with all information and facilities which
                  it may require;

            (p)   will grant the Securityholder or its solicitors on request all
                  reasonable facilities to enable it or them to carry out, at
                  the Company's expense, such investigation of title to the
                  Mortgaged Property and Enquirer about it as would be carried
                  out by a prudent mortgagee;


                                     - 5 -
<PAGE>
            (q)   will use its best endeavors to detect any infringement of its
                  rights to the Intellectual Property; if aware of such
                  infringement, will immediately give the Securityholder all
                  information available to it about such infringement and will
                  commence and diligently prosecute (or permit the
                  Securityholder in the name but at the expense of the Company
                  to commence and prosecute) all proceedings necessary to
                  prevent such infringement or to recover damages;

            (r)   will do everything needed to ensure that the Intellectual
                  Property, to which the Company is or may become entitled, is
                  valid and subsisting and remains owned by the Company and will
                  take all such actions and proceedings as are necessary to
                  protect such Intellectual Property; if any such Intellectual
                  Property shall at any time lapse or become void, will do
                  everything necessary to restore such Intellectual Property to
                  the Company;

            (s)   will comply in all material respects with all laws concerning
                  the Mortgaged Property and every notice, order, direction,
                  license, consent, permission lawfully made or given in respect
                  of it and likewise with the requirements of any competent
                  authority;

            (t)   will duly and promptly pay all monies which may become due in
                  respect of any of the Securities; (it being acknowledged by
                  the Company that the Securityholder shall not incur any
                  liability whatsoever for such monies;)

            (u)   forthwith upon the execution of this Debenture will deposit
                  with the Securityholder all certificates or documents of title
                  in respect of the Securities, together as appropriate with
                  duly executed instruments of transfer or assignments thereof
                  in blank; (it being acknowledged that the Securityholder shall
                  at any time be entitled to have any of the Securities
                  registered either in the name of the Securityholder or
                  nominees selected by the Securityholder;)

            (v)   will ensure the delivery or payment to the Securityholder of
                  all stocks, shares, securities, rights, monies or other
                  property accruing, offered or issued at any time by way of
                  bonus, redemption, exchange, purchase, substitution,
                  conversion, preference, option or otherwise in respect of any
                  Securities or the certificates or other documents of title to
                  or representing the same, together with executed instruments
                  of transfer or assignments in blank; (it being acknowledged
                  that the Securityholder may arrange for any of them to be
                  registered either in the name of the Securityholder or
                  nominees selected by the Securityholder).

4.    ADDITIONAL OBLIGATIONS OF THE COMPANY

      4.1.  The Company agrees that, at all times during the continuance of this
            security, it:


                                     - 6 -
<PAGE>
            (a)   will carry on the Company's business in a proper and efficient
                  manner and will not make any material alteration to the
                  Company's business, constituting a change from that carried on
                  at the date hereof;

            (b)   will maintain proper and up to date books of account of its
                  business; will keep such books of account and all other
                  documents relating to the affairs of the Company at the
                  Company's Registered Office or at such other place where the
                  same ought to be kept and will promptly provide copies thereof
                  to the Securityholder upon request;

            (c)   will deliver to the Securityholder the copies of its audited
                  financial statements and any reports and notes accompanying
                  them within 4 months of each year end;

            (d)   will punctually pay all its debts and liabilities becoming due
                  and payable and which would, on the winding up of the Company,
                  have priority over the charges created by this deed;

            (e)   will punctually pay all outgoings payable in respect of the
                  Mortgaged Property and will promptly produce the receipts for
                  them to the Securityholder upon request;

            (f)   will keep all the Company's freehold and leasehold property in
                  good and substantial repair and will allow the Securityholder
                  free access, at all reasonable times, to view the state and
                  condition of any such property, but without the Securityholder
                  becoming liable to account as a mortgagee in possession;

            (g)   will observe and perform all the lessee's covenants in any
                  lease under which any of the Mortgaged Property may be held
                  and will take no action which might lead to such lease being
                  surrendered or forfeited;

            (h)   will allow the Securityholder, at the expense of the Company,
                  to carry out repairs or take any action which the
                  Securityholder shall reasonably consider necessary should the
                  Company fail to observe or perform its obligations as a
                  lessee;

            (i)   will not exercise the powers of leasing or accepting
                  surrenders of leases, conferred on a mortgagee in possession
                  by sections 99 and 100 of the Law & Property Act 1925, or any
                  other powers of leasing or accepting surrenders of leases,
                  without the prior written consent of the Securityholder;

            (j)   will make sure that an order of the Court is obtained, under
                  Section 38(4) of the Landlord and Tenant Act 1954, excluding
                  the security of tenure provisions of that Act, before granting
                  any lease.


                                     - 7 -
<PAGE>
            (k)   will insure and keep insured those parts of the Mortgaged
                  Property as are of an insurable nature against loss or damage
                  by fire and other risks usually insured against and such other
                  risks that the Securityholder shall reasonably require to
                  their full insurable value with insurers approved by the
                  Securityholder;

            (l)   will make sure that all the Company's insurance policies will
                  be endorsed with notice of the interest of the Securityholder
                  in them and will produce to the Securityholder the receipts
                  for each current premium within fifteen days of its becoming
                  due; failing such production the Securityholder may effect or
                  renew any such insurance as the Securityholder shall think
                  fit;

            (m)   will observe and perform all restrictive and other covenants
                  and stipulations for the time being affecting the Mortgaged
                  Property or its use or enjoyment;

            (n)   will not do or allow anything to be done on the Company's
                  freehold or leasehold property which shall be treated as a
                  development or a change of use within the meaning of the Town
                  and Country Planning Acts unless the prior written consent of
                  the Securityholder has been obtained;

            (o)   will not infringe the Town and Country Planning Acts in any
                  way which prejudices the Securityholder's security over the
                  Mortgaged Property;

            (p)   will deposit with the Securityholder all deeds and documents
                  of title relating to the Company's freehold and leasehold
                  property and the insurance policies relating to the same,
                  (subject only to the requirements of any prior Encumbrance or
                  of the Company's Landlord).

      4.2.  If Company holds property as a tenant or lessee and shall be
            required by the Landlord either to insure or to reimburse the
            Company's Landlord for any insurance premium paid by him then the
            Company shall be treated as having complied with its insuring
            obligation under this Debenture if it duly and promptly complies
            with such requirements. However this shall not affect the right of
            the Securityholder to require the Company to produce satisfactory
            evidence that the Company has complied with the Landlord's
            requirements.

5.    FURTHER ASSURANCE AND POWER OF ATTORNEY

      5.1.  At the Securityholder's request, the Company will immediately sign,
            seal, execute, deliver and perfect all deeds and instruments and do
            all such other acts and things as the Securityholder or any Receiver
            appointed hereunder may require in order to perfect or enforce this
            security or to use the powers given to each of them in this deed or
            to enforce the obligations of the Securityholder.


                                     - 8 -
<PAGE>
      5.2.  The Company will, if called upon by the Securityholder, execute a
            legal or equitable assignment of any part of the Mortgaged Property,
            in such terms as the Securityholder may require. The Company will
            then give notice of such assignment to such persons as the
            Securityholder may specify and take such other steps as the
            Securityholder may require to perfect such assignment.

      5.3.  The Company irrevocably appoints the Securityholder, any directors,
            officers or managers for the time being of the Securityholder and
            any other person authorized by the Directors of the Securityholder
            and any Receiver appointed hereunder, jointly and each of them
            severally, to be the lawful attorneys of the Company. Such
            appointment gives each attorney the power in the Company's name and
            on its behalf and as its act and deed to carry out all acts for the
            purposes set out in clauses 5.1 and 5.2. Each attorney so appointed
            may appoint substitute attorneys to carry out all or any of such
            purposes. The Company agrees to ratify and confirm any instrument,
            act or thing which any such attorney or substitute attorney may
            lawfully execute or do.

6.    ACTS OF DEFAULT

      6.1.  The Secured Monies shall become payable and the charges in favor of
            the Securityholder shall immediately become enforceable, without
            notice or demand, by the Securityholder at any time after any of the
            following events occur:

            (a)   if the Company shall breach any of its obligations under this
                  deed or in the Financing Agreement or any other agreement with
                  the Securityholder;

            (b)   if the Company shall default in paying any of the Secured
                  Monies as and when they become due;

            (c)   if the Company shall fail to give the Securityholder such
                  information as may reasonably be requested as to the business,
                  affairs or assets of the Company;

            (d)   if any representation, warranty or undertaking at any time
                  made by the Company to the Securityholder is or was, in the
                  reasonable opinion of the Securityholder, incorrect or
                  misleading in any respect or, being on an undertaking, shall
                  not be complied with by the Company;

            (e)   if the Company shall dispose or attempt to dispose of its
                  principal undertaking or a substantial part of it, without the
                  prior written approval of the Securityholder;

            (f)   if the Company shall be Insolvent;

            (g)   if the Company suspends or threatens to suspend a substantial
                  part of its business;


                                     - 9 -
<PAGE>
            (h)   the Company shall commence negotiations with any of its
                  creditors with a view to the general readjustment or
                  rescheduling of the Company's indebtedness;

            (i)   if the Company shall default under any of the following with
                  any party:

                  -     a trust deed;

                  -     a loan agreement;

                  -     an Encumbrance;

                  -     any other agreement or obligation relating to borrowing
                        or financing (including all liabilities in respect of
                        accepting, endorsing or discounting any notes or bills
                        and all liabilities under debt purchase, factoring,
                        invoice discounting and similar agreements);

                  -     any guarantee or indemnity;

            (j)   if any borrowing or any other money payable by the Company:

                  -     becomes payable or is capable of being declared payable
                        prior to its stated date of maturity; or

                  -     is not paid when due;

            (k)   if any Encumbrance created by the Company in favor of another
                  party becomes enforceable;

            (l)   if any guarantee, indemnity or other security for any of the
                  Secured Liabilities fails or ceases in any respect to have
                  full force and effect or to be continuing or is terminated or
                  disputed or is the opinion of the Securityholder in jeopardy,
                  invalid or unenforceable;

            (m)   if any governmental authority permits, or procures, or
                  threatens any reorganization, transfer or appropriation
                  (whether with or without compensation) of a substantial part
                  of the business or assets of the Company;

            (n)   if the Company shall, without the prior written consent of the
                  Securityholder, change the nature of its business or trading
                  in any way which the Securityholder considers prejudicial to
                  this security;

            (o)   if it is unlawful for the Company to perform or comply with
                  any of its obligations under this Debenture or under any other
                  agreement between


                                     - 10 -
<PAGE>
                  the Company and the Securityholder or such obligations of the
                  Company are not or cease to be legally valid, binding and
                  enforceable;

            (p)   if, after date of this deed, control (as defined in Section
                  435 of the Insolvency Act 1986).~ or the power to take control
                  of the Company changes, without prior written consent of the
                  Securityholder; or

            (q)   if, in the opinion of the Securityholder, a material adverse
                  change occurs in the financial condition, results of
                  operations or business of the Company.

      6.2.  Following any Act of Default:

            (a)   the Securityholder shall cease to be under any further
                  commitment to the Company and may at any time thereafter
                  declare the Secured Monies (or such of them as the
                  Securityholder may specify) either to be immediately due and
                  payable or to be payable at any time thereafter immediately on
                  demand, even if this conflicts with the terms of any other
                  agreement or arrangement; and/or

            (b)   at any time thereafter the Company shall immediately on demand
                  provide cash cover for all of its contingent liabilities to
                  the Securityholder (including under the Financing Agreement)
                  and for all notes or bills accepted, endorsed or discounted
                  and all guarantees or other instruments entered into by the
                  Securityholder, and/or

            (c)   at any time thereafter the Securityholder may retain any
                  monies in any account referred to in clause 3.1(e), for such
                  period as the Securityholder reasonably considers necessary to
                  ensure the Company's compliance with the terms of this deed;
                  and/or

            (d)   at any time thereafter the Securityholder may exercise in the
                  name of the Company any voting rights attached to the
                  Securities and all 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 securities,
                  property subject to a trust and any powers or rights
                  exercisable by the registered holder of any of the Securities
                  or by the bearer thereof. The Securityholder will not then
                  need any consent or authority from the Company.

7.    POWER OF POSSESSION AND SALE

      7.1.  At any time after this security shall become enforceable, the
            Securityholder and/or any Receiver appointed under this Debenture
            may, in their discretion, enter upon and take possession of the
            Mortgaged Property or any part of it. They may also at their
            discretion, when exercising their powers given in this deed, sell,
            call in,


                                     - 11 -
<PAGE>
            collect and convert into monies the Mortgaged Property or any part
            of it. By way of extension of these powers such sale, calling in and
            conversion may be done for such consideration as the Securityholder
            or any Receiver shall consider sufficient. It is irrelevant whether
            the consideration shall consist of cash, shares or debentures in
            some other company or any other property or partly of one and partly
            of some other type of consideration. Such consideration may be
            immediately payable or payable by installments or deferred.
            Installment or deferred payments may be with or without security and
            on such other terms as the Securityholder or the Receiver shall
            think fit.

8.    APPOINTMENT OF RECEIVER AND HIS POWERS

      8.1.  Section 109 of the Law of Property Act 1925 (restricting the power
            to appoint a receiver) shall not apply to this deed. At any time
            after an Act of Default or after any other event, as a result of
            which this security shall become enforceable or, if the Company at
            any time so requests in writing, the Securityholder may without
            further notice to the Company appoint any person to be a Receiver or
            Manager or Receiver and Manager or Administrative Receiver as
            applicable (all of whom in this deed are called "the Receiver").
            Their appointment shall extend to the whole or any part of the
            Mortgaged Property. The Securityholder may remove any Receiver. In
            case of the removal, retirement or death of any such Receiver, the
            Securityholder may appoint another in his place. At the time of his
            appointment (or at any time afterwards) the Securityholder may fix
            the remuneration of the Receiver on such basis as the Securityholder
            shall determine. This may include a fixed fee or an hourly rate or a
            commission.

      8.2.  The Securityholder may appoint more than one person to act as the
            Receiver. Where more than one person shall be appointed to act as
            Receiver, those so appointed shall carry out their duties, exercise
            their rights, and be subject to their obligations jointly as well as
            severally. References in this deed to "the Receiver" shall be to
            each and all of them as appropriate.

      8.3.  Any appointment, removal or fixing of the remuneration of the
            Receiver shall be made in writing and may be signed by any director
            or officer of the Securityholder.

      8.4.  Any Receiver appointed under this deed shall be the agent of the
            Company. He shall be in the same position as a Receiver appointed
            under the Law of Property Act 1925. The Company shall be solely
            responsible for his acts, omissions, losses, misconduct, defaults
            and remuneration. The Securityholder shall not in any way be liable
            or responsible either to the Company or to any other person for any
            of them.

      8.5.  The Receiver shall, without the need for any consent on the part of
            the Company, have all of the following powers, unless any shall
            specifically be excluded by the terms of his appointment. He may
            exercise these powers in such way, at such time


                                     - 12 -
<PAGE>
            and on such terms as he shall think fit, necessary or expedient and
            whether in his name or the name of the Company. Any Receiver,
            whether appointed solely or jointly, shall have the powers granted
            by the Law of Property Act 1925 to any Receiver appointed under it
            and all the powers of an administrative receiver under the
            Insolvency Act 1986. He shall also have all of the following powers:

            (a)   to enter upon, take possession of, collect and get in the
                  Mortgaged Property and for that purpose to have possession of
                  all records, correspondence and other documents relating to
                  the Mortgaged Property;

            (b)   to lease the Mortgaged Property, in the name of the Company or
                  otherwise (whether or not the Receiver shall have taken
                  possession as set out above);

            (c)   to carry on or permit the carrying on of all or any part of
                  the business of the Company and to manage, develop,
                  reconstruct, amalgamate or diversify the Company's business,
                  including purchasing supplies and materials;

            (d)   to do all acts which the Company might do for the protection
                  or improvement of the Mortgaged Property or for obtaining
                  income or returns from it;

            (e)   to raise or borrow any money, which may be needed from time to
                  time for any of the purposes of the Receiver's appointment,
                  whether in the name of the Company or otherwise; for such
                  purpose the Receiver shall have power to secure any monies so
                  borrowed by mortgage or charge over the Mortgaged Property,
                  whether ranking in priority to or pari passu with or after any
                  or all of the charges and created by this deed.

            (f)   to sell or concur in selling the Mortgaged Property including
                  by public or private treaty, by tender, for cash or on credit,
                  in one lot or in parcels, with or without special conditions
                  or stipulations as to title, time or mode of payment of
                  purchase money or otherwise and whether forthwith upon his
                  appointment or later;

            (g)   to allow the whole or any part of the sale monies of the
                  Mortgaged Property to remain outstanding on mortgage of the
                  property sold or on any other security or even without any
                  security and without being responsible for any loss caused and
                  with full power to buy in and rescind or vary any contract for
                  sale and to resell without being responsible for loss;

            (h)   to let or let on hire, lease or surrender and accept
                  surrenders of the Mortgaged Property;


                                     - 13 -
<PAGE>
            (i)   to execute assurances of the Mortgaged Property in the name
                  and on behalf of the Company or otherwise and to do all other
                  acts and things for completing the sale of the Mortgaged
                  Property;

            (j)   sever fixtures belonging to the Company and sell them
                  separately from any other part of the Mortgaged Property;

            (k)   to make any arrangement or compromise with any person in
                  respect of the Mortgaged Property;

            (l)   to repair, decorate, furnish, maintain, alter, improve, renew
                  or add to any of the Mortgaged Property as he shall think fit
                  and effect maintain, renew or increase indemnity insurance and
                  other insurances and obtain bonds;

            (m)   settle, arrange, compromise, and submit to arbitration any
                  accounts, claims, questions or disputes whatsoever which may
                  arise in connection with the business of the Company or any
                  part of the Mortgaged Property or in any way relating to the
                  security constituted by this debenture and to bring,
                  prosecute, defend, enforce, compromise, submit to and
                  discontinue any actions, suits, arbitrations or proceedings
                  whatsoever, whether civil or criminal;

            (n)   enter into, complete, disclaim, abandon or disregard,
                  determine or rectify any of the outstanding contracts or
                  arrangements of the Company and allow time for payment of any
                  debts, either with or without security;

            (o)   exercise or permit the Company or any nominee of the Company
                  to exercise any powers or rights incidental to the ownership
                  of the Mortgaged Property, in such manner as he may think fit;

            (p)   form a subsidiary of the Company and transfer, lease or
                  license to such subsidiary or any other person all or any part
                  of the Mortgaged Property on such terms and conditions as he
                  may think fit;

            (q)   to give complete discharges in respect of all monies and other
                  assets which may come into the hands of the Receiver in the
                  exercise of his powers;

            (r)   to carry out and enforce specific performance of or obtain the
                  benefit of all the Company's contracts or those entered into
                  in exercise of the powers or authorities conferred by this
                  deed;

            (s)   to make, or require the Directors of the Company to make,
                  calls upon the shareholders of the Company in respect of any
                  capital of the Company;

            (t)   to enforce payment of any call so made by action (in the name
                  of the Company or the Receiver) or in any other way;


                                     - 14 -
<PAGE>
            (u)   to exercise all or any of the powers and authorities conferred
                  on the Receiver under the provisions of the Law of Property
                  Act 1925 without any further consent by or notice to the
                  Company;

            (v)   to demand and get in all rents and other income, whether
                  accrued before or after the date of his appointment;

            (w)   to exercise the powers conferred on a landlord or a tenant
                  under the Landlord and Tenant Acts 1927 and 1954 but without
                  liability for powers so exercised;

            (x)   to do all things necessary to make sure that the Company
                  performs or observes all of its obligations to the
                  Securityholder;

            (y)   to delegate to any person, for such time as the Securityholder
                  shall approve, any of the powers conferred upon the Receiver;

            (z)   to take legal proceedings for all or any of the purposes set
                  out above;

            (aa)  to employ and dismiss managers, solicitors, officers, agents,
                  auctioneers, workmen and employees for the purpose of carrying
                  out any of the powers and duties of the Receiver or the
                  obligations of the Company at such salaries or remuneration
                  and on such other terms of service as the Receiver in his
                  discretion may think fit;

            (bb)  to have access to and make use of the premises, plant,
                  equipment and accounting and other records of the Company and
                  the services of its staff in order to exercise his powers and
                  duties;

            (cc)  to do all such other acts and things without limitation, as
                  the Receiver may consider to be incidental or conducive to the
                  lawful exercise of his powers and duties.

      8.6.  The Securityholder may at any time give up possession of any part of
            the Mortgaged Property and/or withdraw from the Receivership.

      8.7.  Whether or not a Receiver shall be appointed under this deed, the
            Securityholder may at any time after this security shall have become
            enforceable and without giving notice, exercise all or any of the
            powers, authorities and discretions conferred on a Receiver as set
            out above.

9.    ADDITIONAL POWERS

      9.1.  In addition to the powers of leasing or accepting surrenders of
            leases conferred on mortgagees by Sections 99 and 100 of the Law of
            Property Act 1925, it shall be lawful for the Securityholder or any
            Receiver:


                                     - 15 -
<PAGE>
            -     to grant any lease of the Mortgaged Property upon such terms
                  as the Securityholder or the Receiver shall in its absolute
                  and unfettered discretion think fit without the restrictions
                  contained in the said Section 100; and

            -     to accept a surrender of any lease of the Mortgaged Property
                  on such terms as the Securityholder or the Receiver in its or
                  his discretion shall think fit.

      9.2.  Section 103 of the Law of Property Act 1925 (restricting the power
            of sale) shall not apply. However the power of sale and the other
            powers conferred on mortgagees by that Act shall apply to this
            security but without the Act's restrictions as to giving notice or
            otherwise. Accordingly for the purposes of a sale or other exercise
            of any such powers the whole of the Secured Monies shall be treated
            as due and payable immediately upon the execution and delivery of
            this document.

      9.3.  The restrictions on the right of consolidating mortgage securities,
            which are contained in Section 93 of the Law of Property Act, shall
            not apply to this security.

      9.4.  The Securityholder may, at any time without discharging or in any
            other way affecting this security or any remedy that the
            Securityholder may have, grant to the Company (or to any other
            person) time or indulgence or abstain from perfecting or enforcing
            any remedies, securities, guarantees or rights which the
            Securityholder may now or afterwards have from or against the
            Company or any other person.

      9.5.  If the Securityholder receives or is treated as having received
            notice of any subsequent mortgage or charge affecting any of the
            Mortgaged Property then the Securityholder may open a new account
            with the Company. If it does not open a new account, it shall
            nevertheless be treated as if it had done so at the time when it
            received or was treated as having received such notice. From that
            time all payments made by the Company to the Securityholder shall be
            credited or be treated as having been credited to the new account.
            Such payments shall not operate to reduce the amount secured by this
            Debenture when the Securityholder received or was treated as having
            received such notice.

10.   APPLICATION OF MONIES

      10.1. Subject only to the claims of any of the Company's creditors ranking
            in priority to this security, all monies received by the
            Securityholder or by the Receiver under or by virtue of this deed
            shall be applied in the following order;

            (i)   in payment of all costs, charges and expenses incurred in or
                  incidental to the exercise or performance (or attempted
                  exercise or performance) of any


                                     - 16 -
<PAGE>
                  of the powers or authorities conferred by or in any other way
                  connected with this debenture; and then

            (ii)  in payment of such other outgoings as the Receiver or the
                  Securityholder shall think fit to pay; and then

            (iii) in payment to the Receiver of his remuneration fixed in
                  accordance with clause 8.1 of this deed; and then

            (iv)  in payment to the Securityholder of the Secured Monies due to
                  the Securityholder in such order as the Securityholder in its
                  absolute discretion thinks fit; and then

            (v)   in payment to the Company of any surplus.

      10.2. Any surplus shall not carry interest. The Receiver or the
            Securityholder may pay any surplus into any of the Company's bank
            accounts including an account opened specifically for such purpose.
            The Securityholder shall then have no further liability for such
            surplus.

      10.3. Following the enforcement of this security, any monies received by
            the Securityholder may be appropriated by the Securityholder in its
            direction in or towards the payment and discharge of any part of the
            Secured Monies.

      10.4. The Securityholder or the Receiver may credit any monies to a
            suspense account for so long and in such manner as the
            Securityholder may from time to time determine. The Receiver may
            retain the same for such period as the Receiver and the
            Securityholder consider expedient.

      10.5. All monies received by the Company under any insurance policy on the
            Mortgaged Property shall be treated as part of the Mortgaged
            Property subject only to any rights of third parties having priority
            and to the requirements of any lease of the Mortgaged Property. They
            shall be applied at the discretion of the Securityholder either in
            reducing the Secured Monies or towards making good the loss or
            damage for which the monies became payable. Any monies received by
            the Company under any insurance on the Mortgaged Property shall be
            held on trust for payment to the Securityholder pending such
            application.

11.   PROTECTION OF THIRD PARTIES

      11.1. No person paying or handing over monies to the Receiver and
            obtaining a discharge shall have any responsibility or liability to
            see to their correct application.

      11.2. No person dealing with the Securityholder, or the Receiver need
            inquire:


                                     - 17 -
<PAGE>
            -     whether any event has happened giving either the
                  Securityholder or the Receiver the right to exercise any of
                  his powers;

            -     as to the propriety or regularity of any act purporting or
                  intending to be an exercise of such powers;

            -     as to the validity or regularity of the appointment of any
                  Receiver purporting to act or to have been appointed as such;
                  or

            -     whether any money remains owing upon this security.

      11.3. All the protection to purchasers contained in sections 104 and 107
            of the Law of Property Act 1925 shall apply to any person purchasing
            from or dealing with the Receiver or the Securityholder as if the
            Secured Monies had become due and the statutory power of sale and
            appointing a receiver in relation to the Mortgaged Assets had arisen
            on the date of this deed.

      11.4. No person dealing with the Securityholder, or the Receiver shall be
            affected by express notice that any act is unnecessary or improper.

12.   H.M.  LAND REGISTRY

      12.1. The Company will notify the Securityholder of any freehold or
            leasehold property which it now owns or which it may own after the
            date of this deed. The Company will, upon request and at its cost,
            join with the Securityholder in registering this security as a
            fixed charge against any of the freehold or leasehold property of
            which the Company is now registered or may in future apply to be
            registered as the proprietor at H.M. Land Registry.

      12.2. The Company hereby applies to the Chief Land Registrar for a
            restriction to be entered on the Company's title to any land in the
            following terms:

            "Except under an order of the Registrar no disposition or dealing by
            the proprietor of the land is to be registered or noted without the
            consent of the proprietor for the time being of Charge No._______

13.   CONTINUING AND ADDITIONAL SECURITY

      13.1. This security is a continuing security. It shall apply to all the
            Secured Monies despite any interim settlement of account until a
            final discharge of this security shall be given by the
            Securityholder to the Company.

      13.2. This security is in addition to and shall not merge or otherwise
            prejudice or affect any other right or remedy of the Securityholder
            or any assignment, bill, note,


                                     - 18 -
<PAGE>
            guarantee, mortgage, or other security now or in future held by or
            available to the Securityholder.

      13.3. This security shall not in any way be prejudiced or affected by:

            -     any guarantee, mortgage or other security now or in future
                  held by or available to the Securityholder or by the
                  invalidity of any of them or by the Securityholder now or
                  afterwards dealing with, exchanging, releasing, modifying or
                  abstaining from perfecting or enforcing any of them or any
                  rights which it may now or afterwards have; or

            -     by the Securityholder giving time for payment or indulgence or
                  compounding with the Company or any other persons.

      13.4. This security is additional to any existing security created by the
            Company and to any securities in respect of the Secured Liabilities
            created by third parties in favor of the Securityholder.

14.   DISCHARGE

      14.1. Upon payment and complete discharge and performance of all the
            Secured Liabilities and of all costs, charges and expenses incurred
            by the Securityholder under or in relation to this deed, the
            Securityholder shall, at the request and cost of the Company, duly
            discharge this security and any further security given in accordance
            with its terms. The Securityholder will also transfer to the Company
            any of the Mortgaged Property which has been assigned or transferred
            to the Securityholder.

      14.2. The right of the Securityholder to recover the Secured Monies or to
            enforce the terms of this deed shall not be affected by any payment
            or any act or thing which may be avoided or adjusted under the laws
            relating to bankruptcy or insolvency or under Part VI of the
            Insolvency Act 1986. Any release, or discharge given or settlement
            made by the Securityholder relying on any such payment, act or thing
            shall be void and of no effect.

15.   NOTICE

      15.1. Any notice to or demand upon the Company under this deed shall be
            treated as being properly served upon the Company if it is
            personally handed it to one of its Directors or to the Secretary to
            the Company. Any such notice or demand may also be delivered or sent
            by letter post to the Company at its registered office or at its
            principal place of business.

      15.2. A notice or demand sent by first class letterpost shall, if posted
            before the last scheduled collection of letters from the letter box
            in which it is posted on any day, be treated as being served upon
            the Company at 10.00 am on the next day (or if


                                     - 19 -
<PAGE>
            the next day is a Saturday, Sunday or any day upon which no delivery
            of letters is made then at 10.00 am on the next day on which letters
            are delivered). Any such notice or demand or shall, in the absence
            of manifest error, be conclusive and binding upon the Company if
            signed by a Director or the Company Secretary of the Securityholder.

16.   JURISDICTION

      16.1. This deed shall be interpreted and shall be governed by the laws of
            England. The Company will accept the non-exclusive jurisdiction of
            the English Courts in connection with any matter arising under this
            deed.

17.   REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY COMPANY

      17.1. The Company certifies that the execution of this deed has been duly
            authorized by a resolution of the Company's Board of Directors and
            that it does not break any of the provisions of the Company's
            Memorandum and Articles of Association or of any other Encumbrance,
            security or agreement entered into prior to the date of this deed or
            the laws of any jurisdiction applying to the Company.

      17.2. The Company represents and warrants to the Securityholder that:

            (a)   it is and will at all times be the sole beneficial owner with
                  full title guarantee of all the Mortgaged Property and that no
                  Encumbrances affect it except the Encumbrances (if any) set
                  out in the Fourth Schedule and general liens in the ordinary
                  course of business;

            (b)   it has and will at all times have the necessary power to enter
                  into and perform its obligations under this Debenture;

            (c)   this Debenture constitutes its legal, valid, binding and
                  enforceable obligations and is an effective security over all
                  and every part of the Mortgaged Property in accordance with
                  its terms;

            (d)   all necessary authorizations and consents to enable or entitle
                  it to enter into this Debenture have been obtained and these
                  will remain in full force and effect during the existence of
                  this security;

            (e)   the Company has acquired, maintained and complied with all
                  Environmental Licenses (if any) needed for its use or
                  occupation of the Mortgaged Property or for the conduct of its
                  current business;

            (f)   the Company has complied with all other applicable
                  Environmental Laws and has not done or permitted any act or
                  omission whereby its Environmental Licenses (if any) could be
                  varied or revoked;


                                     - 20 -
<PAGE>
            (g)   so far as the Company is aware there has been no discharge,
                  spillage, release or emission of any prescribed, dangerous,
                  noxious or offensive substance or any controlled waste on,
                  into or from any of the Mortgaged Property or any premises
                  adjoining any part of it; and no such substances or any
                  controlled waste have been stored or disposed of on or in any
                  part of the Mortgaged Properties or, so far as the Company is
                  aware, in any adjoining premises except in accordance with the
                  requirements of the applicable Environmental Laws;

            (h)   the Company is not in breach of and has not incurred or become
                  subject to any civil or criminal liability under any
                  Environmental Laws or the terms of any Environmental License;

            (i)   the Company has obtained and maintained all such insurance
                  policies as would be maintained by prudent companies carrying
                  on business of the type carried on by the Company at all
                  relevant times and has complied in all material respects with
                  the terms and conditions of such policies.

      17.3. The Company undertakes that no Encumbrances (other than a general
            lien in the ordinary course of business) ranking in priority to or
            pari passu with the charges created by this deed will arise after
            the date of this deed over the Mortgaged Property.

18.   TRANSFERS AND DISCLOSURES

      18.1. This Debenture is freely transferable by the Securityholder.
            References in this Debenture to the "Securityholder" shall include
            its successors and transferees.

      18.2. The Company may not assign or transfer any of its obligations under
            this debenture. Nor may the Company enter into any transaction which
            would result in any such obligations passing to another person.

      18.3. The Securityholder may disclose any information about the Company
            and any member of the Company's Group and any other person connected
            or associated with it to any member of the Securityholder's Group
            and/or to any person to whom it is proposing to transfer or assign
            or has transferred or assigned this debenture. The Company
            represents and warrants that it has and (so far as permitted by law)
            will maintain any necessary authority by or on behalf of any such
            persons to agree to the provisions of this clause.

19.   MISCELLANEOUS

      19.1. No delay or omission on the part of the Securityholder in exercising
            any right or remedy under this Debenture shall impair that right or
            remedy or operate as or be taken to be a waiver of it. Any single,
            partial or defective exercise of any such


                                     - 21 -
<PAGE>
            right or remedy shall not prevent the further exercise of that or
            any other right or remedy.

      19.2. The Securityholder's rights under this Debenture are cumulative.
            They are not exclusive of any rights provided by law. They may be
            exercised from time to time and as often as the Securityholder sees
            fit.

      19.3. Any waiver by the Securityholder of any terms of this Debenture or
            any consent or approval given by the Securityholder under it shall
            only be effective if given in writing. Such consent and approval
            shall then only apply for the purpose stated and be subject to any
            written terms and conditions imposed by the Securityholder.

      19.4. If at any time any one or more of the provisions of this Debenture
            is or becomes illegal, invalid or unenforceable in any respect under
            the laws of any jurisdiction then neither the legality, validity or
            enforceability of the remaining provisions of this debenture nor the
            legality, validity or enforceability of such provision under the law
            of any other jurisdiction shall be in any way affected or impaired
            as a result.

      19.5. Any certificate signed by a Director or authorized officer of the
            Securityholder as to the amount of the Secured Monies at the date of
            such certificate shall, in the absence of manifest error, be
            conclusive evidence of such amount and be binding on the Company.

      19.6. This Debenture may be executed in any number of counterparts. It
            will then be as effective as if all signatures on the counterparts
            were on a single copy of this debenture.

      19.7. The paper on which this debenture is written is, and will remain at
            all times, the property of the Securityholder, even after the
            discharge of this security.

20.   DEFINITIONS AND INTERPRETATION

      20.1. In this deed any words whose meaning is defined in the Financing
            Agreement shall have the same meaning.

      20.2. In this deed the following words shall have the meaning set out
            after each of them:

            "ACT OF DEFAULT" means in relation to the Company any event set out
            in clause 61;

            "DEBTS" has the same meaning as in the Financing Agreement;

            "ENCUMBRANCE" means any mortgage, charge, pledge, lien, assignment,
            hypothecation, security interest, title retention, flawed asset
            agreement,


                                     - 22 -
<PAGE>
            preferential right, trust arrangement or other security arrangement,
            whether by law or agreement.

            "ENVIRONMENTAL LAWS" means all laws, directions and regulations and
            all codes of practice, circulars and guidance notes issued by any
            competent authority or agency (whether in the United Kingdom or
            elsewhere and whether or not having the force of law) concerning the
            protection of the environment or human health, including without
            limitation the conservation of natural resources, the production,
            storage, transportation, treatment, recycling or disposal of any
            waste or any noxious, offensive or dangerous substance or the
            liability of any person, whether civil or criminal, for any damage
            to or pollution of the environment or the rectification thereof or
            any related matters;

            "ENVIRONMENTAL LICENSE" means any permit, license, authorization,
            consent or other approval required by any Environmental Law;

            "FINANCING AGREEMENT" means the agreement for the sale and purchase
            of Debts and/or a conditional sale agreement and/or any other type
            of agreement between the Company and the Securityholder, details of
            which are set out in the Second Schedule and any amendments or
            alterations to it or them and any replacement of it which may be
            agreed between the parties;

            "GROUP" means in relation to any company, that company, the company
            and its Subsidiaries, its holding company (as defined in section 736
            of the Companies Act 1985) and the Subsidiaries of that holding
            company;

            "INSOLVENT" means the happening of any of the following events in
            relation to the Company:

            -     a distress or execution being levied on or issued against any
                  of the Mortgaged Property;

            -     entering or seeking to enter into any formal scheme of
                  arrangement of its affairs or composition in satisfaction of
                  its debts with its creditors in accordance with the Insolvency
                  Act 1986;

            -     taking any corporate action by the Company for its winding up,
                  dissolution or reorganization (otherwise than for the purposes
                  of an amalgamation or reconstruction while solvent on terms
                  previously approved in writing by the Securityholder) or for
                  the appointment of a receiver, administrator, trustee or
                  similar officer of it or all or any part of its revenue or
                  assets;

            -     a petition being presented or an order being made for the
                  winding up of the Company;

            -     an administration order being made or applied for;


                                     - 23 -
<PAGE>
            -     a meeting of creditors being called for winding up the Company
                  or for any other purpose referred to in the Insolvency Act
                  1986;

            -     a statutory demand under the Insolvency Act 1986 being served;

            -     an encumbrancer taking possession of any part of the
                  undertaking or property of the Company or a receiver or
                  manager or administrative receiver being appointed over it;

            -     entering into any informal arrangement or composition with or
                  for the benefit of the Company's general body of creditors;

            -     being unable to pay its debts as they become due;

            -     being deemed insolvent under the Insolvency Act 1986;

            "INTELLECTUAL PROPERTY" means all patents (including applications,
            improvements, prolongations, extensions and right to apply therefor)
            designs (whether registered or unregistered) copyrights, design
            rights, trade marks and service marks (whether registered or
            unregistered) utility models, trade and business names, knowhow,
            formulae, inventions, confidential information, trade secrets and
            computer software programs and systems (including the benefit of any
            licenses or consents relating to any of the above) and all fees,
            royalties or other rights derived therefrom or incidental thereto in
            any part of the world;

            "MORTGAGED PROPERTY" means the subject matter of the mortgages and
            charges (or any or any part of them, if the context so allows)
            created by this deed and set out at clause 2;

            "NON VESTING DEBTS" means all or any Debts of the Company to be
            purchased by the Securityholder pursuant to the Financing Agreement
            but which fail to vest absolutely and effectively in the
            Securityholder for any reason, together with the Related Rights to
            such Debts;

            "OTHER DEBTS" means all sums due and owing or accruing due and owing
            to the Company whether or not on account of its trading both present
            and future except:

            -     Non-Vesting Debts; and

            -     any Debts whilst they remain absolutely and effectively vested
                  in or held on trust for the Securityholder under the Financing
                  Agreement and whether such vesting results from a legal or
                  equitable assignment;

            "RELATED RIGHTS" has the same meaning as in the Financing Agreement;


                                     - 24 -
<PAGE>
            "REMITTANCE" means cash or any instrument or method of payment or
            the proceeds of such instrument or method in or towards the full or
            partial discharge of Book and Other Debts;

            "SECURED LIABILITIES" means both the Secured Monies and the
            obligations and liabilities in clause 1.1(b);

            "SECURED MONIES" means all the monies which now or at any time in
            future may be owing due and/or payable (but remaining unpaid) by the
            Company to the Securityholder in any manner and for any reason on
            any account; Secured Monies include all such monies due by the
            Company, either alone or jointly with any other person or on any
            partnership account (even though the whole of any part of such
            monies is represented or secured by any mortgages, guarantees, trust
            receipts, bills of exchange, leasing, hire or conditional sale
            agreements, assignments, agreements for discounting or factoring of
            Debts or any other agreements or securities) and whether or not any
            of them have or has fallen due or become payable and whether or not
            default shall have been made in respect thereof; Secured Monies also
            include the following items, whether now or in the future:

            -     all monies due or payable under the Financing Agreement or by
                  virtue of any guarantee or indemnity given by the Company to
                  the Securityholder for;

            -     all advances which the Securityholder shall make to the
                  Company;

            -     any indebtedness now or hereafter to be incurred by the
                  Securityholder for or at the request of the Company,
                  including:

                  -     all monies which the Securityholder shall pay or become
                        liable to pay for or on account of the Company or any
                        other person at the request or order of the Company or
                        under its authority, either alone or jointly with any
                        other person and whether or not by any of the following:

                        -     the Securityholder making direct advances; or

                        -     the Securityholder drawing, accepting, endorsing,
                              paying or discounting any order, draft, check
                              promissory note, (whether or not matured) bill of
                              exchange, (whether or not matured) other
                              engagement; or

                        -     the Securityholder entering into any bond,
                              guarantee, indemnity or letters of credit; or

                        -     the Securityholder confirming orders; or


                                     - 25 -
<PAGE>
                        -     the Securityholder otherwise accepting any other
                              liability for or on behalf of the Company;

                  -     all stamp and other duties incurred by the
                        Securityholder in such indebtedness, obligations or
                        assignments;

                  -     all costs charges and expenses incurred by the
                        Securityholder following default in payment of any such
                        monies or of breach by the Company of any of the
                        provisions of this deed;

                  -     the charges of surveyors and/or solicitors instructed by
                        the Securityholder in connection with any part of the
                        Mortgaged Property

                  -     all costs and charges and expenses which the
                        Securityholder may from time to time incur in:

                        -     stamping, perfecting, registering or enforcing
                              this security; or

                        -     the negotiations for the preparation and execution
                              of this deed, or the Guarantee and Indemnity or
                              any priority arrangements, waivers or consents; or

                        -     any actual or proposed amendment of this deed; or

                        -     in obtaining payment or discharge of Secured
                              Monies; or

                        -     in paying any rent, rates, taxes or outgoings for
                              the Mortgaged Property; or

                        -     in insuring, repairing, maintaining, managing or
                              realizing any part of the Mortgaged Property; or

                        -     the preservation or exercise of any rights under
                              or in connection with this deed or any attempt to
                              do so;

                        -     in recovery of all monies and liabilities now or
                              hereafter paid or incurred by the Securityholder
                              on behalf of the Company or;

                        -     in giving a discharge or release of this security

                        -     dealing with or obtaining advice about any other
                              matter or question arising out of or in connection
                              with this deed;


                                     - 26 -
<PAGE>
                              to the intent that the Securityholder shall be
                              afforded a full complete and unlimited indemnity
                              against all costs, charges and expenses paid or
                              incurred by it and whether arising directly or
                              indirectly in respect of this security or of any
                              other security held by the Securityholder for the
                              Secured Monies;

                        -     all monies which the Securityholder shall be at
                              liberty to debit or charge to the Company or to
                              the account of the Company, whether under this
                              deed or under any other agreement or obligation
                              entered into by the Company with the
                              Securityholder;

                        -     all monies expended by any attorney appointed
                              under clause 4.3 in exercising his powers;

                        -     interest on all monies due and owing to the
                              Securityholder at such rate as may from time to
                              time be payable pursuant to any agreement or
                              arrangement relating thereto;

            "SECURITIES" means all stocks, shares, bonds and securities of any
            kind whatsoever and whether marketable or otherwise and all other
            interests (including but not limited to loan capital) both present
            and future held by the Company in any person and includes all
            allotments, rights, benefits and advantages whatsoever at any time
            accruing, offered or arising in respect of or incidental to the same
            and all money or property offered at any time by way of dividend,
            conversion, redemption, bonus, preference, option or otherwise in
            respect thereof;

            "SECURITYHOLDER" where the contest permits includes its officers,
            agents and representatives;

            "SUBSIDIARY" means:

            (a)   a subsidiary within the meaning of section 736 of the
                  Companies Act 1985; and

            (b)   unless the context otherwise requires, a subsidiary
                  undertaking within the meaning of sections 258-260 of the
                  Companies Act 1985 as substituted by section 21 of the
                  Companies Act 1989;

      20.3. In the construction and interpretation of this deed:

            -     the singular shall include the plural and vice versa;
                  reference to one gender shall include a reference to any other
                  genders;

            -     references to persons shall be treated as including
                  individuals, firms, partnerships, corporations, organs of
                  government, whether local, national or supra national and any
                  other entity recognized by law.


                                     - 27 -
<PAGE>
            -     references to any Act of Parliament shall be treated as
                  including each Act as amended, modified or re-enacted from
                  time to time and all rules, regulations, orders and
                  subordinate legislation made in accordance with it;

            -     references to "clauses" and to "schedules" are to those in
                  this deed;

            -     where the Company has an obligation to carry out an act then
                  it shall be fully responsible for the costs and expenses of
                  doing so;

            -     where the Securityholder acts in accordance with this
                  Debenture the Company will indemnify the Securityholder
                  against all costs and expenses incurred;

            -     where any discretion is vested in a Receiver or the
                  Securityholder is shall be treated as an absolute discretion.

            -     each of the provisions of this deed shall be severable and
                  distinct from one another;

            -     references to "this Debenture" or to "this deed" and other
                  documents referred to in it includes any supplemental or
                  collateral document to each of them or which is entered into
                  pursuant to each of them and any document varying,
                  supplementing, novating or replacing the same from time to
                  time;

            -     references to "charges" shall be treated as references to
                  mortgages and charges created by this Debenture;

            -     references to "this security" shall be treated as reference to
                  the security created by this debenture;

            -     headings to clauses are for reference only and shall not
                  affect the interpretation of this deed;

            -     the meaning of general words introduced by the word "other" or
                  the word "otherwise" shall not be limited by reference to any
                  preceding word or enumeration indicating a particular class of
                  acts, matters or things;

      IN WITNESS whereof the parties have executed this Deed on the _______ day
of __________ 2001/


                                     - 28 -
<PAGE>
                               THE FIRST SCHEDULE

                             (Page 1 - The Parties)


The Company


      Copy Data Ltd a Company registered in England and Wales with Companies
Registry number 3106266 and whose registered office is at The Arena, Rayleigh
Court, Priestley Way, Crawley, West Sussex, RH1O 2PD.



                               THE SECOND SCHEDULE

  (Clause 20 (Definition of "Financing Agreement"), Clauses 1.1(a) and 6.1 (a))


The Factoring Agreement entered into between the Company and the Securityholder.



                               THE THIRD SCHEDULE

                                 (Clause 2.1(a))


Land Registered at H.M. Land Registry



<TABLE>
<CAPTION>
London Borough/County
and District              Title Numbers            Description
------------              -------------            -----------
<S>                       <C>                      <C>
</TABLE>
<PAGE>
                               THE FOURTH SCHEDULE

                            (Clauses 2.4 and 17.2(a))


Encumbrances to which this Security is Subject








      THE COMPANY
      EXECUTED AND DELIVERED AS A DEED       )
                                             )
      BY Copy Data Ltd                       )
                                             )
      acting by                              )  --------------------------------
      (Director)                             )  Signature of Director
                                             )
                                             )
      and                                    )  --------------------------------
      (Director/Company Secretary)           )  Signature of Director/Company
                                             )  Secretary


      THE SECURITYHOLDER

      EXECUTED AND DELIVERED AS A DEED       )
      on behalf of GLE INVOICE FINANCE LTD   )  --------------------------------
      acting by                              )  Signature of Director
      Jeffrey Daniels Longhurst              )
      (Director)                             )
      and                                    )  --------------------------------
      David Mark Richards                    )  Signature of Director
      (Director)