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                                                                    EXHIBIT 10.6




                           GLE INVOICE FINANCE LIMITED




                               FACTORING AGREEMENT




                                    (c) 1997
                               Wilde and Partners
                                   Solicitors
                                 10 John Street
                                 London WCIN 2EB
                                   File 599/1
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                               FACTORING AGREEMENT
                                WITH PREPAYMENTS
                             AND RECOURSE PROVISIONS

                           STANDARD TERMS & CONDITIONS

1.       PARTIES

         1.1      GLE INVOICE FINANCE LIMITED ("we/us")a company incorporated in
                  England with official registration number 2252311 and having
                  its registered office at 28 Park Street, London SEI 9EQ. AND

         1.2      The Client referred to as "the Client" in Client Particulars
                  at the end of this document ("you")

2.       DATE OF AGREEMENT

         The date that the last of either you or us signs

3.       PURPOSE

         This Agreement is for the provision by us to you of the factoring
         services set out in this document, including the sale and purchase of
         those your Debts referred to in the Schedule.

4.       SALE AND PURCHASE OF DEBTS

         4.1      This Agreement applies to all the Debts referred to in the
                  Schedule, arising under Contracts of Sale entered into by you,
                  (under whatever name you carry on business) with your
                  Customers, which are in existence at the Commencement Date or
                  which afterwards arise, during the currency of this Agreement.
                  The ways in which we shall obtain ownership of your Debts are
                  set out in clauses 4.2 and 4.3.

         4.2      You must make an Offer to us in respect of all Debts in
                  existence on the Commencement Date. The Offer shall be
                  considered as an independent offer in respect of each and
                  every Debt in existence on that date. The Offer shall be
                  constituted by your providing us with a list of Outstanding
                  Debts in such form and with such details as we may specify. We
                  shall be free to accept or reject each offer. If we wish to
                  accept an Offer in respect of a Debt we shall credit the
                  Purchase Price of such Debt to the Current Account. Upon such
                  acceptance all your rights in respect of the Debt and its
                  Related Rights shall belong to us.
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         4.3      Debts coming into existence after the Commencement Date shall
                  vest in us automatically upon their coming into existence
                  without any further act on the part of either you or us.

5.       DURATION

         5.1      This Agreement shall begin on the commencement date stated in
                  the Schedule and continue for the minimum period stated in the
                  Schedule. It may be terminated by either you or us giving to
                  the other notice in writing, at any time, of at least the
                  minimum notice period stated in the Schedule to expire at any
                  time after such minimum period.

         5.2      We shall also have the right at any time immediately to
                  terminate this Agreement by giving written notice upon or at
                  any time after the happening of a Termination Event.

         5.3      Except as otherwise provided, termination will not affect the
                  rights or obligations of either you or us in relation to any
                  Debt then vested in us. This Agreement shall continue to bind
                  both parties for so long as may be necessary to satisfy such
                  rights and obligations, particularly until all sums due to us
                  have been recovered.

         5.4      Unless or until we exercise our rights under clause 22, this
                  Agreement shall remain effective even though there is a change
                  in your name, constitution or composition.

6.       APPLICABILITY, TITLE TO DEBTS AND DEBT SCHEDULES

         6.1      This Agreement shall apply only to the Debts or classes of
                  Debts referred to in the Schedule or such other Debts or
                  classes of Debts as we may from time to time agree in writing
                  with you.

         6.2      If for any reason any Debt shall fail effectively to vest in
                  us then you shall hold it on trust for us. We may at any time
                  give notice to the Customer or to any other person of the
                  existence of such trust and that payment has to be made to us.
                  You acknowledge intimation of such trust. You must, if so
                  required by us, grant such security in our favour over Debts
                  and Related Rights that fail so to vest upon such terms as we
                  may require.

         6.3      On the commencement date of this Agreement you must provide us
                  with an Offer covering Debts then in existence. Thereafter
                  Debt Schedules must be provided to us within two days of the
                  Delivery of Goods or the complete performance of the services
                  or at such other time as we may stipulate.

         6.4      The Offer and each Debt Schedule must be accompanied by such
                  documents and information as we may require. However, we may
                  at any time give written notice to you that certain Debts need
                  not thereafter be included in a Debt Schedule.


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         6.5      We may at any time require you, at your expense, to complete
                  and deliver to us a duly executed written assignment of any
                  Debt or its Related Rights with all stamp duty thereon paid
                  and in a form approved by us.

7.       LIMITS AND APPROVED DEBTS

         7.1      We may in our absolute discretion and with immediate effect,
                  at any time, establish a Limit for any Customer. With the same
                  discretion we may increase, reduce or cancel any Limit. Notice
                  of Limit or changes do not have to be given to you but they
                  will be available on request.


         7.2      In determining which of two or more Debts is within the Limit,
                  or which Debt is to be treated as partly within and partly
                  outside a Limit, the Debts shall be treated as Approved or
                  Unapproved Debts in the order in which their respective
                  invoices are dated.

         7.3      If the total of Outstanding Debts from any one Customer is in
                  excess of the Limit for that Customer, then, to the extent
                  that any Debt within the Limit shall be paid or otherwise
                  discharged, the next Debt of that Customer (in the order in
                  which such Debts have been dated) shall come within the Limit
                  in existence at the time of such payment or discharge.

         7.4      All Limits shall automatically be reduced to zero upon
                  termination of this Agreement. All Outstanding Debts shall
                  then be Unapproved Debts. Following a Termination Event
                  (whether or not we terminate this Agreement) we may by notice
                  determine that any or all Debts owing by any Customer referred
                  to in such notice or which come into existence thereafter
                  shall be Unapproved Debts and we may also exercise Recourse or
                  Reassignment in respect of any of them.

         7.5      You must not reveal to any person, including your Customers,
                  the existence, absence or amount of any Limit or any
                  information in connection with Limit.

         7.6      In establishing any Limit we shall not act as a credit
                  reference agency. Except in relation to our obligations in
                  respect of Prepayments, we shall have no other liability to
                  you arising out of the establishment, variation or withdrawal
                  of a Limit.

8.       PURCHASE PRICE AND PAYMENTS BY US

         8.1      The Purchase Price of each Debt vested in us shall be
                  equivalent to the Collections received by us in respect of it
                  less, to the extent not taken into account therein:

                  8.1.1    any set off, discount, commission, allowance or
                           credit due, allowable, allowed or given to the
                           Customer;


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                  8.1.2    the amount of any relative debit note issued by the
                           Customer;

                  8.1.3    any amount due to us from you in respect of the Debt.

         8.2      The Purchase Price shall be calculated and payable in
                  sterling. Should a Debt, with our prior approval be expressed
                  in a currency other than sterling, we may provisionally
                  calculate the Purchase Price at the currency conversion rate
                  quoted by our bankers as soon as practicable after the Offer
                  or Notification. We may finally calculate each part of the
                  Purchase Price at the rate applied by our bankers when
                  converting to sterling each sum received towards discharge of
                  the Debt. Any price payable by you for the repurchase price of
                  a Debt subject to Recourse shall be the rate provisionally
                  used by us to calculate the Purchase Price. All foreign
                  currency losses incurred shall be your responsibility.

         8.3      We shall keep a Current Account and a Funds in Use Account in
                  your name. The credit balance on the Current Account shows the
                  monies owed to you once all Outstanding Debts are paid by
                  Customers to us. We shall provisionally credit the anticipated
                  Purchase Price of each Debt to your Current Account with us at
                  its Notified Value (but less our Administration Charges).
                  However we may refuse to make such credit of such Notified
                  Value or reverse such credit if the information sent with your
                  Notification or Offer is not satisfactory or is missing. We
                  shall also credit the Current Account with any debit
                  adjustments to the sales ledger.

         8.4      The Funds in Use Account is not an account between you and us.
                  It is merely a memorandum account for our use in calculating
                  Discount. It shows the balance of Prepayments taken by you
                  from us and all monies due and paid by you to us. We shall
                  debit the Funds in Use Account with:

                  (i)      all payments (including Prepayments) made by us to
                           you;

                  (ii)     all dishonoured Remittances;

                  (iii)    our Charges;

                  (iv)     any other sums due by you to us.

                  Upon receipt of cleared funds for any Remittance, we shall
                  credit its amount to the Funds in Use Account.

         8.5      If the Funds in Use Account shows a credit balance we will
                  normally pay this to you without your asking us but, at our
                  discretion, less deductions equal to:

                  (i)      any credit balances on Debtor's accounts; and

                  (ii)     the amount of Your Liability.

         8.6      If you have done everything you should under this Agreement,
                  you may take monies, including repayments from the Funds in
                  Use Account. These monies will be debited to both the Funds in
                  Use Account and the Current Account. However the amount taken
                  must not exceed the lesser of either your Availability or


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                  the Funding Limit shown in the Schedule. The Funding Limit is
                  the maximum debit balance that we shall allow on the Funds in
                  Use Account. Please remember this can be changed under clause
                  11.3. Please also bear in mind that we do not make Prepayments
                  against Unapproved Debts. Should a Debt become Unapproved
                  whilst still Outstanding, your Availability will then
                  immediately be affected. You must repay to us on demand any
                  amount drawn in excess of your Availability.

         8.7      In addition to Prepayments taken we may debit the Current
                  Account and the Funds in Use Account with your liability. If
                  the debit balance on the Funds in Use Account exceeds the
                  lesser of your Availability or the Funding Limit you must
                  immediately pay the excess to us without our having to ask
                  you.

         8.8      On, or at any time after, the occurrence of any Termination
                  Event (whether or not we exercise our rights to terminate the
                  Agreement) we shall:

                  8.8.1    not be obliged to make a Prepayment or any other
                           payment before the Collection of the Debt; and

                  8.8.2    be entitled, on demand, to the immediate repayment by
                           you of all Prepayments previously made in respect of
                           Debts then Outstanding and to the payment of all
                           accrued but unpaid charges, Minimum Administration
                           Charges and Disbursements.

         8.9      In calculating your Availability we may ignore any Debt until
                  we shall have taken such steps for our protection which we
                  consider necessary either to verify the existence or amount of
                  any Debt or the creditworthiness of the relevant Customer.

         8.10     We will not be obliged to make any payment to you whilst any
                  steps towards your Insolvency are pending.

9.       OUR FEES AND DISCOUNT

         9.1      You will pay to us or we may debit your account with:

                  9.1.1    the Retrospective Fee, shown in the Schedule, on the
                           date of this Agreement;

                  9.1.2    the Administration Charge, shown in the Schedule,
                           which for convenience shall be debited to the Current
                           Account on receipt of the relevant Debt Schedule;

                  9.1.3    the Refactoring Fee, shown in the Schedule, in
                           respect of a Debt which remains unpaid after the
                           number of days specified in the Schedule and a
                           further Refactoring Fee for each calendar month or
                           part thereafter during which the Debt shall remain
                           unpaid;


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                  9.1.4    the Discount, shown in the Schedule;

                  9.1.5    the difference between

                           -        the total of all Administration Charges
                                    payable in each period specified in the
                                    Schedule (in relatiOn to the Minimum
                                    Administration Charges) from the first of
                                    the month following the date of this
                                    Agreement to the end of the next period for
                                    the calculation of the minimum
                                    administration charges; and

                           -        the Minimum Administration Charges specified
                                    in the Schedule and, if the total of the
                                    AdministratioN Charges payable shall be less
                                    than the Minimum Administration Charges, we
                                    shall be entitled each month to estimate and
                                    be paid the difference. A final adjustment
                                    shall be made at the end of each period and
                                    upon termination of this Agreement.

         9.2      You will pay to us an amount equivalent to all Disbursements.

         9.3      If this Agreement shall be terminated under clause 22, or if
                  we make demand following our being entitled to terminate it
                  under clause 22, then we shall be entitled to the greater of:

                  9.3.1    a sum equivalent to the Minimum Administration
                           Charges that could have been earned during the
                           Minimum Notice Period referred to in the Schedule;
                           and I or

                  9.3.2    10% of the Notified Value of the Outstanding Debts at
                           the date of the Termination Event.

         9.4      On the basis of a full indemnity, you will pay us an amount
                  equivalent to all costs, claims charges and expenses, legal or
                  otherwise incurred or payable by us in obtaining any release
                  or waiver in respect of Debts or in enforcing the provisions
                  of this Agreement following any breach of it by you.

         9.5      Where you are requested by us or required to do anything you
                  will bear the costs involved.

         9.6      Value Added Tax will be added, if applicable, to our fees and
                  charges.

10.      ACCOUNTS

         10.1     We will maintain the Current Account.

         10.2     We shall calculate and provide you with the Client Statement
                  which will show the Funds in Use and the Current Account.


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         10.3     We shall send to you periodic copies of the Client Statement,
                  together with such other information as we consider
                  appropriate.

         10.4     We will maintain accounts in the names of each Customer to
                  which Debts at their Notified Value shall be debited and their
                  respective Collections shall be credited.

         10.5     As we consider necessary, we shall render statements of
                  account at regular intervals to Customers.

         10.6     Such accounts and information referred to in clauses 10.1 to
                  10.4 inclusive shall be treated as correct and binding upon
                  you (except as to manifest errors) unless you tell us in
                  writing of any errors within 15 days of the date of their
                  despatch. In any proceedings against you a certificate by our
                  Company Secretary as to any amount payable by you to us shall
                  be final and conclusive evidence as to the amount so payable
                  and shall be binding on you except for manifest errors.

11.      OUR RIGHTS OF SET-OFF AND OTHER RIGHTS

         11.1     We shall have the right at any time to combine and balance
                  accounts. Any amounts payable by you to us (whether under this
                  Agreement or otherwise and whether payable presently,
                  prospectively or contingently) may be set off against monies
                  payable by us to you. We may in our absolute discretion, make
                  a reasonable estimate of such amounts payable, where the same
                  cannot immediately be determined.

         11.2     We can at any time debit the Current Account with any amount
                  payable or prospectively payable by you to us, whether under
                  this Agreement or otherwise.

         11.3     We may at any time by notice to you change any of the Lines.

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

         11.5     All payments due from you to us shall be made in immediately
                  available funds free and clear of any right of set-off or
                  counterclaim or any withholding or deduction whatsoever.
                  However if you are required by law to make any withholding or
                  deduction, you will pay such additional sum to us as will
                  ensure that after such deduction or withholding we receive the
                  full amount due to us under this Agreement.


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12.      YOUR UNDERTAKINGS AND WARRANTIES

         12.1     Whilst this Agreement is in force, you must promptly disclose
                  to us any changes or prospective changes in your constitution
                  or control or other material facts or matters known to you
                  which might reasonably be expected to influence our decision
                  to establish, cancel or vary a Limit or pay or make a
                  Prepayment.

         12.2     The delivery of a Debt Schedule shall, in relation to each
                  Debt shown in it, be treated as including all the following
                  warranties from you to us, namely that:-

                  12.2.1   payment of the Notified Value is an existing and
                           binding obligation of the Customer referred to in the
                           Debt Schedule or the relative invoice and the
                           Notified Value of the Debt will not be reduced;

                  12.2.2   the Debt arises out of a Permitted Contract which is
                           subject to and conforming to English Law and with
                           Credit Terms not more generous than those set out in
                           the Schedule and is payable in sterling or such other
                           currency approved by us in writing;

                  12.2.3   the Goods have been Delivered and the Customer will
                           accept the Goods sold and will pay for the Debt
                           without any dispute or set off or claim, whether
                           justified or not (or if the Customer is Insolvent or
                           deceased the person having the duty to administer the
                           Customer's estate will accept a claim or proof of
                           debt for the unpaid balance of the Debt);

                  12.2.4   you have the absolute right to assign the Debt, which
                           is unencumbered by any charge, lien, equity, trust,
                           tracing or other right which affects or may affect
                           the Debt or the Goods and upon notice of Assignment
                           being given to the Customer the Debt will only be
                           payable to us;

                  12.2.5   no other person has or will have any interest in or
                           other right relating to any such Debt;

                  12.2.6   the Customer has an established place of business, is
                           not an Associate and has no rights to reduce or
                           extinguish the Notified Value of the Debt;

                  12.2.7   you have all consents, licences and permits that you
                           need for the performance of the Contract of Sale or
                           to enter into this Agreement or for any assignee of
                           yours to receive payment of the Debt.

         12.3     You undertake to us:

                  12.3.1   after including a Debt in a Debt Schedule not to
                           grant any extension of time for payment beyond that
                           agreed in the Contract of Sale;


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                  12.3.2   after including a Debt in a Debt Schedule promptly to
                           perform all your further or continuing obligations to
                           the Customer under the Contract of Sale and, our
                           request to provide satisfactory evidence of such
                           performance; in the event of any failure of such
                           performance you will permit us, on such terms as you
                           may consider appropriate, to perform any such
                           obligations at your expense;

                  12.3.3   to make sure that there is and will be no breach of
                           any obligation owed or owing to any Customer under
                           any Contract of Sale and to pay all your carriage,
                           shipping and post-delivery charges in accordance with
                           the Contract of Sale;

                  12.3.4   to make sure that you will have no obligations to any
                           Customer, other than under the Contract of Sale;

                  12.3.5   not to agree with Customers to issue any credit note
                           in excess of the Credit Note Limit shown in the
                           Schedule, without our prior approval;

                  12.3.6   following notice from us not thereafter to agree with
                           Customers to issue any credit note without our prior
                           approval;

                  12.3.7   promptly to supply to us the original and one copy of
                           all credit notes to be issued to Customers for us to
                           despatch;

                  12.3.8   as trustee for us to hold and keep separate from your
                           other money any Remittance (including any payable to
                           you) in payment of or on account of or in any way
                           relating to a Debt vested in us, and immediately to
                           deliver to us the identical Remittance or when
                           required by us to pay the identical Remittance direct
                           into our bank account or any other bank account
                           stipulated by us (endorsed as necessary);

                  12.3.9   to give our bankers any indemnity required in respect
                           of non-transferable instruments;

                  12.3.10  not to Notify us of a Debt for which payment has been
                           made or where the invoice has been rendered before
                           Delivery of the whole of the Goods to which the
                           Contract of Sale relates;

                  12.3.11  where the Contract of Sale provides for Delivery of
                           the Goods to be spread over a period, to make sure
                           that each Delivery shall constitute a divisible part
                           of the contract giving rise to a Debt for which an
                           invoice may be rendered and for which payment will be
                           separately made;

                  12.3.12  to make sure that each invoice issued clearly shows
                           the amount of any deposit taken prior to the Debt
                           Schedule being received by us.


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         12.4     Where you are unable to give all of the warranties or comply
                  with all your undertakings relating to a Debt, you must
                  separately Offer the Debt or include it in a Notification with
                  full details of such inability.

         12.5     Without our prior consent you must not enter into any other
                  agreement for the purchase or discounting of Debts.

         12.6     You will fully indemnify us against all losses, costs, demands
                  and expenses of:

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

                  12.6.2   assignments or reassignment of Debts or Related
                           Rights or giving notice' of reassignment;

                  12.6.3   taking guarantees or indemnities from any person,
                           including a receiver,

                  12.6.4   dealing with disputes by Debtors;

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

                  12.6.6   all matters arising from any breach by you of this
                           Agreement.

13.      RECOURSE

         13.1     We shall have Recourse in respect of a Debt either upon or at
                  any time after:-

                  13.1.1   it being disputed; or

                  13.1.2   the expiry of the relative Recourse Period referred
                           to in the Schedule; or

                  13.1.3   breach of any of your undertakings, warranties or
                           obligations to us relating to such Debt; or

                  13.1.4   termination of this Agreement; or

                  13.1.5   the happening of a Termination Event.

         13.2     Upon receipt of any notice of Recourse, you must promptly
                  repay the relative Prepayment made by us and the relative
                  Discount, Administration Fee or Refactoring Fee.

         13.3     Even though the relevant Prepayment shall have been repaid, we
                  will continue to exercise our rights in respect of the Debt.


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         13.4     If at any time after any of the events set out in clause 13.1
                  or if we consider the continued costs of collection to be
                  uneconomic, we may at any time give notice to you of our
                  intention to reassign a Debt to you. Reassignment shall be
                  effected by crediting the value of such Debt to the Sales
                  Ledger Account and debiting the same amount to Current
                  Account.

         13.5     After Reassignment we will credit to the Current Account any
                  amounts afterwards received in relation to such Debt. Subject
                  only to this we shall have no other obligation or rights in
                  respect of a reassigned Debt.

         13.6     Whether before or after the termination of this Agreement, you
                  will repay to us an amount equivalent to any Collection in
                  respect of a Debt, if any prior payment be set aside under
                  insolvency law or under other legal requirements.

14.      YOUR ACCOUNTS AND RECORDS

         14.1     You will allow us and any of our duly authorised
                  representatives or agents at all reasonable times to attend
                  and enter any of your premises to inspect, verify, check and
                  copy all books, accounts, computer and other records, orders
                  and original correspondence and such other papers as we may
                  require in relation to Debts or to take possession of any of
                  the items comprised in the Related Rights.

         14.2     You must give us a signed copy of your full set of accounts,
                  including your directors' 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.

         14.3     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 with any information we require.

15.      CREDIT BALANCES

         You irrevocably authorise us to make payment to a Customer of any
         credit balance on the Customer's account, whether or not it arises from
         the issue of credit notes.

16.      TRANSFERRED GOODS

         16.1     You must promptly tell us about all Transferred Goods not in
                  our possession. They shall be held by you for us separate and
                  apart from your own goods pending delivery to us or in
                  accordance with our instructions.

         16.2     We shall have the right to take possession of any Transferred
                  Goods and to sell them on such terms as we may decide. The
                  proceeds of sale, after deduction of all


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                  costs and expenses relating to such possession or sale, shall
                  be treated by us as a Collection of part of the Debt to which
                  they relate.

17.      ALLOCATION OF RECEIPTS. CREDITS AND ALLOWANCES

         We may take any Collection, or any credit or allowance, in or towards
         the discharge of any Approved Debt before any other Notified Debt, even
         if the Customer or you have indicated to the contrary.

18.      DISCOUNTS, COMMISSION OR ALLOWANCES CLAIMED BY CUSTOMERS

         We shall not be liable to you for any discounts, commissions or other
         allowances wrongly claimed or deducted by the Customer.

19.      TELLING CUSTOMERS ABOUT US. COLLECTION OF DEBTS AND DISPUTES

         19.1     We can advise each Customer who is or may become indebted to
                  you that Debts have been assigned to us. We can tell the
                  Customer in such way and at such intervals as we may decide.
                  We can also require you to give this advice at such intervals,
                  upon such documents and in such way as we may require.

         19.2     We have the sole and exclusive right of enforcing payment of
                  any Debt (including Debts subject to Recourse) and obtaining
                  possession or control of any Related Rights vested in us. This
                  can be done in such way as we may decide. We may start,
                  conduct, defend or compromise, in the name of either you or us
                  on such terms as we may think fit, any legal proceedings by or
                  against us or you in relation to a Debt and its Related
                  Rights. You will be bound by anything done by us under this
                  clause, including any corresponding reduction in the Purchase
                  Price of a Debt.

         19.3     You must, upon request, provide every assistance and
                  co-operate fully in the collection or enforcement referred to
                  in clause 19.2. When required by us, you must exercise any of
                  your rights as a seller to recover Goods in accordance with
                  your Contracts of Sale or to enforce any Related Rights.

         19.4     You must immediately tell us in writing of any dispute that
                  you have with a Customer. You must take all proper steps
                  immediately to resolve any disputed Debt and to keep us fully
                  informed of all steps taken.

         19.5     You must immediately repay to us and pending such payment we
                  may debit the Current Account with any Prepayment we may have
                  made in respect of a Notified Debt which becomes disputed or
                  is the subject of any legal proceedings or otherwise becomes
                  an Unapproved Debt.


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         19.6     Even if proceedings are not issued we shall have the right, at
                  your expense, to resolve a dispute with a Customer on such
                  terms as we may in our absolute discretion consider
                  appropriate. You will be bound by such resolution.

         19.7     Either we, or our agents, may take such steps at your expense
                  as we or they believe necessary, to verify the existence or
                  amount of Debts or the creditworthiness of Customers.

20.      COMMUNICATIONS WITH AUDITORS. ACCOUNTANTS AND BANKERS

         20.1     You irrevocably authorise us to provide your auditors, bankers
                  and accountants with such information as they may ask for in
                  relation to your dealings with us.

         20.2     You confirm that you have irrevocably authorised your
                  auditors, bankers and accountants to provide us with such
                  information as we may require. We are authorised to request
                  such information.

21.      TRANSFER OF AGREEMENT

         We may transfer our rights or sub-contract or delegate any of our
         obligations in this Agreement in such a way as we see fit. You consent
         to our novating our obligations under this Agreement to any third
         party. You may not transfer, charge, sub-contract, delegate or
         otherwise deal with this Agreement or the rights, benefits and
         obligations under this Agreement without our prior written consent.

22.      TERMINATION EVENTS

         22.1     We may by written notice to you, terminate this Agreement at
                  any time after the happening of any of the following events:

                  22.1.1   your breaching any term of this Agreement or any
                           other agreement between you and us;

                  22.1.2   your failing for a period of 45 consecutive days to
                           deliver to us a Debt Schedule containing Debts not
                           previously Notified;

                  22.1.3   your becoming insolvent or any petition being
                           presented or meeting being called for your Insolvency
                           or any arrangements, whether formal or informal, or
                           the execution of a trust deed, being made or proposed
                           for the benefit of your creditors generally;

                  22.1.4   any person who has given a guarantee or indemnity to
                           us in respect of your obligations under this
                           Agreement becoming Insolvent or terminating such
                           guarantee or indemnity or dying;


                                      -13-
<PAGE>
                  22.1.5   there being any change, whether direct or indirect,
                           in your ownership, control, constitution or
                           composition which we in our discretion consider
                           significant;

                  22.1.6   there being any adverse change in your financial
                           condition or operating performance, which we in our
                           discretion consider material;

                  22.1.7   your income or assets being seized under any
                           execution of legal process, distress for rent or a
                           garnishee order in respect of being made against you;

                  22.1.8   your ceasing to carry on your business as carried on
                           at the date hereof or taking any step towards the
                           same;

                  22.1.9   any final judgment, decree or award being entered
                           against you which remains unsatisfied for seven days;

                  22.1.10  any person, who having given a waiver, release or
                           priority agreement to us in respect of Debts gives
                           notice to terminate, amend or withdraw the same;

                  22.1.11  any breach by any person of any covenant or
                           undertaking in consideration of which we have entered
                           into or continued with this Agreement;

                  22.1.12  any of your obligations to third parties for the
                           repayment of borrowed money being declared due prior
                           to their stated maturity dates by reason of default
                           or shall not be paid when due;

                  22.1.13  if any representation made to us by or on your behalf
                           at any time (whether before or after the date of this
                           Agreement) proving to be untrue in any material
                           respect;

                  22.1.14  any loan to you made by a director or a partner of
                           yours being repaid without our prior approval.

23.      PRESERVATION OF OUR RIGHTS AND VARIATIONS

         23.1     Our rights under this Agreement shall not be affected by the
                  grant of time or indulgence to you or to any Customer or to
                  any other person nor by any waiver of or failure or delay in
                  exercising any rights or options, whether or not arising under
                  this Agreement.

         23.2     We shall be entitled to rely upon any act done or document
                  signed or communication sent by any person purporting to act,
                  sign or send on your behalf.


                                      -14-
<PAGE>
         23.3     You will carry out the procedural steps stipulated by us for
                  the efficient working of this Agreement.

24.      PARTNERSHIPS AND SOLE TRADERS

         24.1     Were you are constituted or a partnership the following
                  provision shall apply:

                  24.1.1   The undertakings and warranties contained in this
                           Agreement shall be treated as being given by each of
                           your partners, both as individuals and as partners
                           and trustees of yours. The obligations of your
                           partners to us shall be joint and several. We shall
                           be at liberty:

                           24.1.1.1. release or conclude a compromise with any
                                     one or more of your partners without
                                     affecting our rights against the others; or

                           24.1.1.2. to give a notice or demand to any of your
                                     partners and then treat such notice as
                                     being given to all of your partners; or

                           24.1.1.3. to treat a notice or demand from any of
                                     your partners to us as having been given by
                                     all your partners; or

                           24.1.1.4. to treat this Agreement as binding upon any
                                     executor, administrator or personal
                                     representative of any of your partners and
                                     upon any committee, receiver, judicial
                                     factor, trustee in sequestration or other
                                     persons lawfully acting on behalf of any of
                                     them.

                  24.1.2   If at any time a member of the partnership (a
                           "Retiring Partner") ceases for any reason to be
                           member of the partnership then you will forthwith
                           tell us about this in writing.

                  24.1.3   Provided that the notice in clause 24.1.2 has been
                           given, then a Retiring Partner shall have no
                           obligation to us in respect of Debts coming into
                           existence after whichever is the later of the date of
                           such retirement or the service of notice of such
                           retirement on us. However, a Retiring Partner shall
                           remain fully liable to us in respect of all matters
                           occurring prior to the date of such retirement or the
                           service of notice of such retirement upon us
                           whichever is the later.

                  24.1.4   You warrant that the persons executing this Agreement
                           on your behalf comprise all your partners. You
                           undertake that upon your taking any other person into
                           partnership (a "New Partner") you will tell us about
                           this. You will procure that the New Partner executes
                           all documents as may be needed to ensure that the New
                           Partner is bound by the terms of


                                      -15-
<PAGE>
                           this Agreement and is placed under the same
                           obligations to us as the other partners.

                  24.1.5   Despite any change in your partners we shall be
                           entitled to account to you or to exercise all rights
                           of set off as if there had been no such change.

                  24.1.6   Where you are constituted either a partnership or an
                           unincorporated sole trader the immediately following
                           sub-clauses 22.1.6.1 and 22.1.6.2 shall apply:

                           24.1.6.1. You will immediately tell us if you change
                                     your domicile to a jurisdiction outside
                                     England and Wales. You will then execute
                                     such further documentation as we may
                                     require.

                           24.1.6.2. You must fully co-operate with us to enable
                                     this Agreement to be registered at the
                                     Bills of Sale Registry. Any variation of
                                     this Agreement must be in writing and
                                     signed by or on our behalf by a Director or
                                     an authorised signatory of ours and on your
                                     behalf by any officer but may be
                                     constituted by one or more document.

                  24.1.7   Where we have any discretion it shall be an absolute
                           discretion.

25.      RIGHT TO USE YOUR NAME

         25.1     You irrevocably appoint us, our Directors, our Company
                  Secretary and every other officer of ours jointly and each of
                  them severally to be your attorney, both during and after the
                  termination of this Agreement and until all monies due to us
                  have been paid and all obligations of yours to us have been
                  discharged. The purpose of such appointment is for perfecting
                  our title to any Debt or its Related Rights or to secure
                  performance of any of your obligations under this Agreement or
                  otherwise or to Customers. By such irrevocable appointment we
                  may:

                  25.1.1   execute or sign deeds and documents (including
                           assignments);

                  25.1.2   obtain payment of Debts;

                  25.1.3   complete, deal with or endorse cheques and other
                           instruments and remittances;

                  25.1.4   settle your indebtedness to us or to Customers;

                  25.1.5   perform such other lawful acts as we in our absolute
                           discretion may consider reasonably necessary or
                           expedient for carrying this agreement into effect;


                                      -16-
<PAGE>
         25.2     You irrevocably authorise us to allow any assignee of ours to
                  perform any of the Acts set out in clause above.

         25.3     Any attorney appointment above may in turn appoint and remove
                  any substitute attorney or agent for you in respect of the
                  matters set out above.

         25.4     You agree to ratify anything lawfully done by any attorney,
                  substitute attorney or agent under the powers set out above.

26.      NOTICES

         26.1     Any notice given by us under this Agreement may (unless
                  otherwise indicated) be delivered, posted, sent by facsimile
                  transmission or by e-mail to you at your address stated in the
                  Schedule or to your registered office or any other place at
                  which you carry on business or to such other address which you
                  may tell us about for the purposes of this clause 26.1 or
                  handed personally to any Directors or your Company Secretary.

         26.2     Any such notice shall be treated as served:

                           26.2.1   if delivered - at the time of delivery;

                           26.2.2   if sent by post - on the second business day
                                    following the date of posting;

                           26.2.3   if sent by facsimile transmission or e-mail
                                    at the time of transmission;

                           26.2.4   if handed personally - at the time of such
                                    handing.

27.      GOVERNING LAW AND JURISDICTION

         The relationship between you and us shall be governed by English Law
         and you and we submit to the non-exclusive jurisdiction of the English
         Courts.

28.      DEFINITIONS

         28.1     Headings to clauses in this document and to clauses in this
                  Agreement are for convenience only. In no way shall they
                  affect its construction. The following expressions shall have
                  the meaning set out opposite each:

                  "ADMINISTRATION CHARGE" a fee, for the services provided or to
                  be provided by us, in respect of each Debt Assigned to us
                  calculated in accordance with the Schedule.

                  "AGREEMENT" the Agreement between you and us contained in this
                  document and any variation or extension of it or in any
                  document of ours referred to herein.


                                      -17-
<PAGE>
                  "APPROVED DEBT" a Debt referred to in a Debt Schedule
                  delivered to us and (i) which (when aggregated with all other
                  Debts owing by the same Customer) falls within any Limit (and
                  where there are two or more Debts owing by the same Customer
                  then the Debt shall be treated for this purpose in the order
                  in which they have been Notified to us); and (ii) (except as
                  otherwise provided) in relation to which you are not in breach
                  of any warranty or undertaking contained in this Agreement;
                  and (iii) which is undisputed; and (iv) which is not subject
                  to Recourse.

                  "ASSIGNMENT" a transfer of ownership of a Debt and its Related
                  Rights and "Assigned" shall be construed accordingly.

                  "ASSOCIATE" any person, partnership or body corporate in which
                  you or any partner, director, shareholder, agent or employee
                  of you have a material interest or any other form of associate
                  of you as set out in Section 184 of the Consumer Credit Act
                  1974.

                  "AVAILABILITY" the amount that you can ask us to pay you,
                  calculated by taking the Prepayment of all Outstanding
                  Approved Debts and from the resultant sum deducting: o any
                  existing debit balance on the Funds in Use Account; and o the
                  amount (if any) of Your Liability; and o any special
                  retentions created by us; and o the value of all credit
                  balances on Customer's accounts.

                  "BASE RATE" the Base Rate or any replacement or substituted
                  rate as quoted by Lloyds TSB Bank Plc or its successors from
                  time to time or such other bank as we may nominate for this
                  purpose.

                  "CLIENT STATEMENT" a Statement in two parts maintained by
                  showing firstly the Funds in Use Account and secondly the
                  Current Account.

                  "COLLECTION" payment received in cleared funds by us in
                  respect of a Debt including "On Account Cash" and "Part
                  Payments" as later defined.

                  "CONTRACT OF SALE" any contract entered into by you for your
                  supply of Goods or services to a Customer.

                  "CONTRACTED VALUE" in relation to a Debt, the total amount
                  under a Contract of Sale payable by a Customer, including any
                  tax or duty but before any deduction or allowance for prompt
                  payment or otherwise.

                  "CREDIT TERMS" those clauses approved by us as to the method
                  and time for payment of a Debt Included in the Contract of
                  Sale; these may include a settlement discount up to 5% or such
                  higher amount as may be agreed in writing between you and us;
                  until further notice your Credit Terms set out in the Schedule
                  shall be so approved.


                                      -18-
<PAGE>
                  "CURRENT ACCOUNT" an account maintained by us showing the
                  balance which may become due to you upon Collection of all
                  Debts.

                  "CUSTOMER" any entity which incurs or may incur any obligation
                  to make payment under a Contract of Sale.

                  "CUSTOMER DISCOUNTS" any amount deducted by the Customer when
                  discharging a Debt or to which the Customer may be entitled.

                  "DEBIT NOTE" a claim by the Customer, or evidence sent in
                  support of such claim, with the intention of reducing the
                  Debt.

                  "DEBT" any obligation (present, future or contingent) of a
                  Customer to make payment under a Contract of Sale, including:
                  (i) the future right to recover sums due following the
                  determination, assessment or agreement of the amount of the
                  obligation; and (ii) Value Added Tax; and (iii) all duties and
                  charges together with its Related Rights or where the context
                  allows a part of such obligation or its Related Rights.

                  "DEBT SCHEDULE" a list in such form as we may require, of
                  Debts which have come into existence and not previously been
                  Notified or included in an Offer to us.

                  "DELIVERED" in relation to Goods - the giving of possession or
                  the giving of control to the Customer; and in relation to work
                  done or services - complete performance

                  "DELIVER" AND "DELIVERY" shall be construed accordingly.

                  "DISBURSEMENTS" all costs and expenses incurred by us in
                  enforcing our rights under this Agreement.

                  "DISCOUNT" a charge, at the rate and calculated in the manner
                  shown in the Schedule, upon the Funds in Use and debited
                  monthly to the Current Account.

                  "FUNDING LIMIT" the limit referred to in the Schedule beyond
                  which you may not draw from the Current Account without our
                  Agreement.

                  "FUNDS IN USE" the debit balance on the Funds in the Account.

                  "GOODS" actual merchandise, services or work and materials.

                  "HIGHEST CUSTOMER INVOLVEMENT ALLOWED" the total value of the
                  Approved Debts of each Customer up to the percentage in the
                  Schedule of all Approved Debts.

                  "INSOLVENT" in relation to an individual (i) his bankruptcy;
                  or (ii) his sequestration in relation to a Partnership; (i)
                  its winding up; or (ii) the bankruptcy or


                                      -19-
<PAGE>
                  sequestration of any or all the partners; in relation to any
                  Company (i) the passing of a resolution for a voluntary
                  winding up (other than for the purpose of a solvent
                  re-organisation or reconstruction); or (ii) the making of a
                  winding up order; or (iii) the appointment of an administrator
                  pursuant to the Insolvency Act 1986; or (iv) a receiver or an
                  administrative receiver being appointed for all or any part of
                  its property in relation to any entity (i) any voluntary
                  arrangement under the Insolvency Act 1986; or (ii) the
                  appointment of a judicial factor "Insolvency" shall be
                  construed accordingly.

                  "LIMIT" an amount (fixed by us in our absolute discretion upon
                  application to us by you) in relation to any Customer, to
                  determine the extent to which the aggregate indebtedness of
                  any Customer at any one time comprises Approved Debts.

                  "LINES" Any of the Prepayment, the Highest Customer
                  Involvement Allowed or Funding Limit.

                  "MINIMUM ADMINISTRATION CHARGES" the minimum total of
                  Administration Charges (exclusive of any Retrospective Fees or
                  Refactoring Fees) as shown in the Schedule, and payable in
                  each period, also shown in the Schedule, from the first day of
                  the month following the date of this Agreement.

                  "NOTIFICATION" in relation to a Debt not previously Notified
                  to us or subject to an Offer - the delivery by you to us of a
                  Debt Schedule and where appropriate its receipt by us.
                  "Notify" shall be construed accordingly.

                  "NOTIFIED" referred to in a Notification or Offer.

                  "NOTIFIED VALUE" in relation to a Debt referred to in a
                  Notification or Offer - the amount stated therein as payable
                  by the Customer including any taxes and duties and before any
                  discount or other deduction.

                  "OFFER" an unconditional offer in such form and with such
                  information as we may specify to sell to us with full title
                  guarantee each and every Debt shown on the form; where more
                  than one Debt is at the same time subject to an Offer it shall
                  be treated as an independent offer to sell to us each Debt so
                  offered, which may be accepted or rejected by us entirely at
                  our discretion.

                  "ON ACCOUNT CASH" an amount remitted towards the discharge of
                  Debts, which we are unable to allocate towards any particular
                  Debt.

                  "OUTSTANDING" in relation to any Debt at any time - vested in
                  us, shown as unpaid and not repurchased by you.

                  "PART PAYMENT" an amount remitted to and allocated by us
                  towards payment of a specific Debt but which does not
                  discharge the Debt in full.


                                      -20-
<PAGE>
                  "PERMITTED CONTRACT" any Contract of Sale entered into by you
                  in the ordinary course of your Business set out in the
                  Schedule or such other Contract of Sale as we may approve.

                  "PREPAYMENT" the amount (as specified in the Schedule) up to
                  which we shall prepay, before Collection, on account of the
                  Purchase Price of an Approved Debt.

                  "PURCHASE PRICE" the amount payable by us to you pursuant to
                  clause 8 for each Debt vesting in us.

                  "REASSIGNMENT" transfer to you of ownership of a Debt vested
                  in us.

                  "RECOURSE" our right at any time after the occurrence of any
                  event set out in clause 13.1, without notice to treat an
                  Approved Debt as an Unapproved Debt and/or to require you
                  immediately to repay to us any Prepayment or other payment
                  made to you in respect of such Debt.

                  "RECOURSE PERIOD" the period referred to in the Schedule at
                  the expiry of which we may treat a Debt as an Unapproved Debt.

                  "REFACTORING FEE" a fee calculated at the percentage shown in
                  the Schedule of the Notified Value of each Debt.

                  "RELATED RIGHTS" any of: -the benefit of all guarantees,
                  Indemnities, insurances, instruments and securities given to
                  or held by you in relation to any Debt; - any ledger, computer
                  data, statement or other record and any debit, delivery note
                  or other document on which or by which any Debt is recorded or
                  evidenced; - all your rights pursuant to the Contract of Sale,
                  but without any obligation on to complete the Contract of
                  Sale; - Transferred Goods;

                  "REMITTANCE" any of cash, cheques, bills of exchange,
                  negotiable and non-negotiable instruments, letters of credit,
                  electronic payments and any other remittance or instrument of
                  payment in whatever form received by us, you or your agents
                  towards the discharge of a Debt.

                  "RETROSPECTIVE FEE" a fee, for the services provided or to be
                  provided by us in respect of each Debt in existence at the
                  date of this Agreement and vesting in or held in trust for us,
                  calculated in accordance with the Schedule.

                  "SCHEDULE" the matters referred to in the section of this
                  Agreement headed "Schedule".

                  "TERMINATION EVENT" any event entitling, but not obliging, us
                  to terminate this Agreement.


                                      -21-
<PAGE>
                  "TERMS" those clauses approved by us as to the method and time
                  for payment of a Debt included in the Contract of Sale; these
                  may include a settlement discount up to 5% or such higher
                  amount as may be agreed in writing between you and us; until
                  further notice your Credit Terms set out in the Schedule shall
                  be so approved.

                  "TERMS OF TRADE" the standard terms and clauses (other than
                  the Credit Terms) upon which you enter into Contracts of Sale
                  and as approved by us from time to time in writing.

                  "TRANSFERRED GOODS" our right to call for delivery to us of
                  any Goods the subject of a Contract of Sale which shall not
                  have been Delivered, before the Debt relating to such goods
                  shall have been Notified or Offered to us, even if in breach
                  of the terms hereof; or Goods which any Customer shall reject,
                  or return or attempt to return to us or to you or indicate a
                  wish so to do; or Goods which you or we recover from the
                  Customer.

                  "UNAPPROVED DEBT" a Debt which is not an Approved Debt.

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

                  "WORKING DAY" a day when both we and our bankers are open for
                  the conduct of all usual business.

                  "YOUR LIABILITY" Our reasonable estimate of all your
                  liabilities to us, present, future and/or contingent however
                  arising (including liability in respect of any Debt vested in
                  us from another client of ours) which have not been debited to
                  the Current Account.

         28.2     Unless the context otherwise indicates, the singular includes
                  the plural and vice versa and any gender shall include any
                  other gender.

         28.3     Where in any place outside England and Wales the meaning of a
                  word or expression used in this Agreement is to be considered
                  and such word or expression has no counterpart in that place,
                  it shall, unless the context otherwise requires, have the
                  meaning of its closet equivalent in that place.

         28.4     References to clauses are to clauses of this Agreement.

         28.5     References to an Act of Parliament shall be treated as
                  including each such Act as amended, modified or re-enacted or
                  any order, rule or regulation made under it.

         28.6     The meaning of general words introduced by the word "other"
                  shall not be limited by reference to any proceeding word or
                  enumeration indicating a particular class of acts, matters or
                  things.


                                      -22-
<PAGE>
         28.7     If any provision of this Agreement shall to any extent be
                  invalid or unenforceable then the remainder of this Agreement
                  shall not be affected or impaired.


                                      -23-
<PAGE>
                                  THE SCHEDULE

(A)      The Commencement Date:            _____________________ 2001
         (Clauses 4.1,4.2 and 4.3)

(B)      The   Minimum Period of           12 months
         this Agreement:
         (Clause 5)

(C)      Minimum Notice Period:            6 months
         (Clause 5.1)

(D)      This  Agreement shall apply       All Debts
         to the following Debts or
         classes of Debts:
         (Clause 4.1, 5.3 and 6.1)

(E)      Prepayment:                       Up to 80% of the Contracted Value
         (Clause 8.6)                      of an Approved Debt.

(F)      Highest Customer                  20% of all Outstanding
         Involvement Allowed:              Approved Debts.
         (Definition of "Availability")

(G)      Retrospective Fee:                An amount equivalent to 0.3% of the
         (Clause 9.1.1)                    Notified Value of each Debt in
                                           existence on the Commencement
                                           Date.

(H)      The Administration                An amount equal to 0.3% of the
         Charge (Clause 9.1.2)             Notified Value of each Debt
                                           Coming into existence after the
                                           Commencement Date.

(I)      Refactoring Fee:                  An amount equal to 0.5% of
         (Clause 9.1.3)                    the Notified Value of each Debt which
                                           shall remain unpaid 3 months after
                                           the date of the invoice.

(J)      Discount:                         2.25% above Base Rate with a
         (Clause 9.1.4)                    minimum Base Rate of 4%.

(K)      Minimum Administration:           L20,000 per annum
         Charges
         (Clause 9.1.5)

(L)      Funding Limit:                    L750,000
         (Definitions of "Availability")

(M)      Your Credit Terms:                30 days from date of invoice
<PAGE>
         (Clause 12.2.2)

(N)      Your Business:                    Sale of Computer Hardware
         (Definition of "Permitted
         Contract and Clause 12.2.2)

(0)      Credit Note Limit                 L5,000 per credit note
         (Clause 12.3.5)

(P)      Recourse Period:                  3 months from the end of
         (Clause 13.1.2)                   the month in which the invoice is
                                           dated.

(Q)     CONDITIONS TO BE COMPLIED WITH BEFORE WE START MAKING PREPAYMENTS

         i.       We shall require:

                  a)       A release of the debenture registered by Venture
                           Finance Plc.

                  b)       Confirmation of all main shareholders and directors
                           addresses to include signature (e.g. copy driving
                           license) should be available to view at the take-on
                           meeting.

         ii.      We shall wish to register an all assets debenture in favour of
                  GLE Invoice Finance Limited, which must take priority over all
                  other debentures registered (see below).

         iii.     We shall require a release of debtors from the debenture
                  registered by National Westminster Bank Plc I Royal Bank of
                  Scotland dated 20 December 1996. We shall also require a
                  priority waiver signing by National Westminster Bank Plc /
                  Royal Bank of Scotland confirming that our debenture ranks
                  first.

         iv.      Our agreement is to be supported by the personal guarantee of
                  Kevin Michael O'Brien, which will be limited to L150,000.

         v.       We require cessation of all contractual liabilities between
                  yourselves and Royal Bank of Scotland Commercial Services,
                  including a release of the debenture dated 26 June 2000. Upon
                  your acceptance of this offer, we shall make formal contact
                  with your existing factor to obtain a reference and to make
                  arrangements for a straightforward inter-factor transition.

(R)      SPECIAL CONDITIONS

         i.       In the event that dilutions (including reassignments) exceed
                  5% in any given 3 month period, we reserve the right to reduce
                  the prepayment percentage by 1% for every 1% dilutions exceed
                  5%.

         ii.      We shall require a copy of your signed audited accounts to 28
                  February 2001 by 3l August 2001.

         iii.     Copy purchase orders and copy signed proofs of delivery should
                  accompany all invoices over L5,000.


                                       -2-
<PAGE>
(S)      SPECIAL CONDITIONS CONTINUED

         iv.      We shall not require sales to associated companies, companies
                  linked by common directorship, legal accounts, cash/credit
                  card sales, sales to private individuals and finance houses or
                  any invoices in respect of maintenance/service to be notified
                  to GLE Invoice Finance Limited.

         v.       A copy of your purchase ledger should be sent to us on a
                  monthly basis within 14 days of month end upon which we shall
                  hold retentions against any accounts subject to reciprocal
                  trading.

         vi.      A copy of your management accounts should be sent to us on a
                  quarterly basis, to be received within one month of each
                  period end.

         vii.     We reserve the right to undertake a survey of your books and
                  records on a quarterly basis, or as and when deemed necessary.

         viii.    Any costs incurred with regard to the preparation and signing
                  of our agreement or any ancillary documentation in support of
                  this agreement will be for your account.


                                      -3-
<PAGE>
CLIENT PARTICULARS
CORPORATE CLIENT

NAME:                                      Copy Data Ltd

COMPANIES REGISTRY NO:                     3106266

PRINCIPAL PLACE OF BUSINESS:               The Arena, Rayleigh Court,
                                           Priestley Way, Crawley,
                                           West Sussex, RH1O 2PD

NATURE OF YOUR BUSINESS:                   Sale of Computer Hardware

The terms set out herein are the only terms agreed between the parties. To
confirm the respective consent of each party to this Agreement and to
acknowledge having read and understood it and having had the opportunity to take
independent legal advice both parties have executed this agreement as indicated
below,

<TABLE>
<S>                                                               <C>
SIGNED AND DELIVERED as a deed on                          )
behalf of GLE INVOICE FINANCE LIMITED                      )      ____________________________________________
on the 18th day of June 2001                               )      Director
                                                           )
by Jeffrey Daniels Longhurst a Director                    )      ____________________________________________
and David Mark Richards a Director                         )      Director

CORPORATE CLIENT
SIGNED AND DELIVERED as a deed on                          )
13th day of June 2001                                      )      ____________________________________________
by you COPY DATA LTD                                       )      Signature of Director
acting by Eric A. O'Brien                                  )
____________________________________________ (a Director)  )
and Kevin O'Brien                                          )      ____________________________________________
__________________ (a Director/Company Secretary)          )      Signature of Director /
                                                                  Company Secretary
</TABLE>