<PAGE>

         THIS DEBENTURE made the 23rd day of January, 1995 BETWEEN ADAYTUM KPS
SOFTWARE LTD. REGISTERED NO. 2705063 whose Registered Office is situated at 13
Great George Street, Bristol BSI SRR (hereinafter called "the Company") of the
one part and LLOYDS BANK PLC (hereinafter called "the Bank") of the other part
WITNESS as follows:-

         1.       The Company will pay to the Bank on demand all money and
                  liabilities whether certain or contingent (including further
                  advances made hereafter by the Bank and secured directly or
                  indirectly by this Debenture) which now are or at any time
                  hereafter may be due owing or incurred by the Company to the
                  Bank anywhere or for which the Company may be or become liable
                  to the Bank on any current or other account or in any manner
                  whatever (and whether alone or jointly with any other person
                  and in whatever style or name and whether as principal or
                  surety) together with interest to date of payment at such rate
                  as may from time to time be charged by the Bank in accordance
                  with its usual practice and commission and other banking
                  charges and any legal and other costs charges and expenses
                  incurred by the Bank in relation to this Debenture or in
                  enforcing the security hereby created on a full and
                  unqualified indemnity basis.

         2.       The Company will pay interest at the rate aforesaid on the
                  money so due (whether before or after any judgment which may
                  be recovered therefor) upon such days in each year as the Bank
                  shall from time to time fix and such interest shall be
                  compounded with rests on the said days in each year in the
                  event of it not being punctually paid on the said days but
                  without prejudice to the right of the Bank to require payment
                  of such interest.

         3.                (a) The Company as Beneficial Owner hereby mortgages
                           and charges with the payment of all money and
                           liabilities and other sums hereby agreed to be paid
                           or intended to be hereby secured (including any
                           expenses and charges arising out of or in connection
                           with the acts or matters referred to in Clause 7
                           hereof) and so that the mortgages and charges hereby
                           created shall be a continuing security:-

         FIRST:            The freehold and leasehold property (if any) of the
                           Company both present and future including (without
                           prejudice to the generality of the foregoing) the
                           properties (if any) specified in the Schedule hereto
                           and all buildings and fixtures (including trade
                           fixtures) fixed plant and machinery from time to time
                           on any such property and all vendor's liens mortgages
                           charges


                                      -1-
<PAGE>

                           options agreements and rights titles and interests
                           (whether legal or equitable) in or over land of
                           whatever description both present and future.

         SECONDLY:         All book debts both present and future due or owing
                           to the Company and the benefit of all rights relating
                           thereto including (without prejudice to the
                           generality of the foregoing) negotiable instruments
                           legal and equitable charges reservation of
                           proprietary rights rights of tracing and unpaid
                           vendors liens and similar and associated rights.

         THIRDLY:          All other monetary debts and claims (including
                           without limitation deposits and credit balances held
                           by third parties from time to time) both present and
                           future (including things in action which give rise or
                           may give rise to a debt or debts) due or owing to the
                           Company and the benefit of all rights relating
                           thereto including (without prejudice to the
                           generality of the foregoing) such rights as are
                           Secondly described aforesaid and all copyrights
                           patents trademarks inventions design rights knowhow
                           and other intellectual property rights and the
                           benefit of any pending applications for the same and
                           all benefits deriving therefrom including but not
                           limited to royalties fees profit sharing agreements
                           and income arising therefrom now or at any time
                           hereafter belonging to the Company.

         FOURTHLY:         (i)       All stocks shares and other interests
                                     including (without prejudice to the
                                     generality of the foregoing) loan capital
                                     indebtedness or liabilities on any account
                                     or in any manner owing to the Company both
                                     present and future of the Company in (and
                                     from) any company which now is or may
                                     hereafter become a subsidiary (as defined
                                     in Section 736 of the Companies Act 1985 or
                                     any statutory modification or re-enactment
                                     thereof) of the Company; and

                           (ii)      the full benefit of all stock shares and
                                     securities which or the certificates of
                                     which are now or may at any time hereafter
                                     be lodged with the Bank or held by the Bank
                                     or its agents or transferred to or
                                     registered in the name of the Bank or its
                                     agents or their respective nominees; and

                           (iii)     all rights in respect of or incidental to
                                     the Charged Property described at (i) and
                                     (ii) above (the Charged Property (i) to
                                     (iii) hereby Fourthly charged being
                                     hereinafter called "the Securities"); and

                           (iv)      all stocks shares rights moneys or property
                                     accruing or offered at any time by way of
                                     conversion redemption bonus preference


                                      -2-
<PAGE>

                                     option or otherwise to or in respect of any
                                     of the Securities including all dividends
                                     interest and other income payable in
                                     connection therewith (all of which Charged
                                     Property (i) to (iv) hereby Fourthly
                                     charged are hereinafter called "Interests
                                     in Securities").

         FIFTHLY:          The goodwill and the uncalled capital of the Company
                           both present and future.

         SIXTHLY:          The undertaking and all property and assets of the
                           Company both present and future including (without
                           prejudice to the generality of the foregoing)
                           heritable property and all other property and assets
                           in Scotland and the Charged Property First Secondly
                           Thirdly Fourthly and Fifthly described (if and in so
                           far as the charges thereon or on any part or parts
                           thereof herein contained shall for any reason be
                           ineffective as fixed charges).

         The charges hereby created shall as regards the Charged Property First
Fourthly and Fifthly described be fixed first charges (and as regards all those
parts of the Charged Property First described now vested in the Company shall
constitute first fixed mortgages by assignment subject to re-assignment on
redemption and as to the Charged Property Sixthly described shall be a floating
charge.

         In this Debenture the expression "Charged Property" means the
undertaking, assets, properties, revenues, rights and benefits First, Secondly,
Thirdly, Fourthly, Fifthly and Sixthly described; and references to the Charged
Property include references to any part of it.

                  (b)      The Company shall not without the consent in writing
                           of the Bank:

                  (i)      sell assign discount factor charge or otherwise
                           dispose of the Charged Property Secondly or Thirdly
                           described or any part thereof save in accordance with
                           Clause 9(d) hereof or deal with the same in any way
                           otherwise than in accordance with the said
                           sub-clause.

                  (ii)     create or allow to subsist any specific or other
                           mortgage debenture or charge or lien (save a lien
                           arising by operation of law in the ordinary course of
                           business) upon the Charged Property ranking either in
                           priority to or PARI PASSU with any charge hereby
                           created.

                  (iii)    transfer sell or otherwise dispose of the whole or
                           any material part of the Charged Property Sixthly
                           described except by way of sale at full value in the
                           usual course of trading as transacted at the date
                           hereof.


                                      -3-
<PAGE>

         4.       The Company will deposit with the Bank and the Bank during the
                  continuance of this security shall be entitled to hold and
                  retain (unless held by a prior mortgagee at the date hereof):-

                  (i)      all deeds and documents of title relating to the
                           Company's freehold and leasehold and heritable
                           property for the time being; and

                  (ii)     all stock and share certificates and documents of
                           title relating to Interests in Securities; and

                  (iii)    all such (if any) deeds and documents of title
                           relating to the Charged Property Secondly and Thirdly
                           described as the Bank may from time to time specify.

         5.       (a)      The Company will at any time if and when required by
                           the Bank execute to the Bank or as the Bank shall
                           direct such further legal or other assignments
                           mortgages securities or charges as the Bank shall
                           require of and on all Charged Property to secure all
                           money and liabilities and other sums hereby agreed to
                           be paid or intended to be hereby secured such
                           assignments mortgages securities or charges to be
                           prepared by or on behalf of the Bank at the cost of
                           the Company and to contain all such clauses for the
                           benefit of the Bank as the Bank may reasonably
                           require including if so required by the Bank in the
                           case of a mortgage or charge on any freehold or
                           leasehold property any such clauses as are contained
                           in any of the Bank's standard forms of mortgage from
                           time to time and in the case of securities over
                           heritable property any such clauses as are contained
                           in any of the Bank's standard forms of agreement from
                           time to time. The Company will at any time if and
                           when required by the Bank give notice to such parties
                           as the Bank may require of any such further legal or
                           other assignments mortgages securities or charges and
                           will take such other steps as the Bank may require to
                           perfect any of the same.

                  (b)      Without prejudice to the security hereby constituted
                           the Bank may at any time (either before or after
                           demand has been made by the Bank for payment of the
                           moneys hereby secured) by notice in writing to the
                           Company convert the floating charge created by clause
                           3(a) hereby over the Charged Property Sixthly
                           described with immediate effect into a fixed charge
                           as regards any of the Charged Property Sixthly
                           described specified in the notice which the Bank
                           shall consider to be in danger of being seized or
                           sold under any form of distress, executed, diligence
                           or other process levied or threatened or which may be
                           or become in jeopardy or which have been made or may
                           become the subject of an injunction or otherwise
                           attached.


                                      -4-
<PAGE>

         6.       At any time after the Bank shall have demanded payment of any
                  money or liabilities or other sums hereby secured the Bank may
                  exercise in respect of any of the Charged Property the power
                  of sale conferred upon mortgagees by Section 101 of the Law of
                  Property Act 1925 without the restriction imposed by Section
                  103 of that Act and the statutory powers of leasing conferred
                  on the Bank shall be extended so as to authorise the Bank to
                  lease and make arrangements for leases at a premium or
                  otherwise and accept surrenders of leases and grant options as
                  the Bank shall think expedient and without the need to observe
                  any of the provisions of Sections 99 and 100 of the said Act.

         7.       (a)      At any time after the Bank shall have demanded
                           payment of any money or liabilities or other sums
                           hereby secured or at any time after the directors of
                           the Company shall have requested it so to do the Bank
                           may by writing under the hand of any officer of the
                           Bank authorise by the Bank from time to time or any
                           person authorised by such officer in writing appoint
                           any person or persons to be a Receiver or Receivers
                           of the Charged Property and to the extent permitted
                           by law remove any Receiver or Receivers so appointed
                           and appoint another or others in his or their place
                           and a Receiver or Receivers so appointed shall have
                           power in the name of or on behalf and at the cost of
                           the Company or at his or their option (but only with
                           the specific approval in writing of the Bank) in the
                           name of the Bank or at his or their option in his or
                           their own name(s) (and in any case notwithstanding
                           any liquidation of the Company) to do or omit to do
                           anything which the Company could do or omit to do in
                           relation to the Charged Property and in particular
                           (but without prejudice to the generality of the
                           foregoing) any such Receiver or Receivers may:-

                  (i)      take possession of collect and get in any of the
                           Charged Property and for that purpose take any
                           proceedings in the name of the Company or otherwise
                           as may seem expedient.

                  (ii)     carry on manage or concur in carrying on and managing
                           the business of the Company or any part thereof and
                           for any of those purposes raise or borrow any money
                           (including money for the completion with or without
                           modification of any building in the course of
                           construction and any development or project in which
                           the Company was engaged) from or incur any other
                           liability with the Bank or any other person and on
                           such terms as to interest or otherwise and with or
                           without security as the Receiver or Receivers may
                           think expedient and so that any such security may be
                           or include a charge on the Charged Property.


                                      -5-
<PAGE>

                  (iii)    forthwith and without the restriction imposed by
                           Section 103 of the Law of Property Act 1925 sell
                           realize dispose of or concur in selling realizing or
                           disposing of (but where necessary with the leave of
                           the Court) and without the need to observe any of the
                           provisions of Sections 99 and 100 of the said Act let
                           or concur in letting and surrender or concur in
                           surrendering and accept surrenders of leases or
                           tenancies of all or any of the Charged Property and
                           carry any such sale letting or surrender into effect
                           by conveying transferring assigning leasing letting
                           surrendering or accepting surrenders in the name and
                           on behalf of the Company (or other the estate owner)
                           and so that covenants and contractual obligations may
                           be granted in the name of and so as to bind the
                           Company (or other the estate owner) so far as the
                           Receiver or Receivers may consider it necessary
                           appropriate or expedient for the exercise of the
                           powers conferred by this Debenture so to do. Any such
                           sale realization disposal or lease may be for cash
                           debentures or other obligations shares stock or other
                           valuable consideration and may be payable in a lump
                           sum or by installments spread over such period as the
                           Receiver or Receivers shall think fit and so that any
                           consideration received or receivable shall IPSO FACTO
                           forthwith be and become charged with the payment of
                           all money and liabilities and other sums secured
                           hereby. Plant machinery and other fixtures may be
                           severed and sold separately from the premises
                           containing them without the consent of the Company
                           being obtained thereto.

                  (iv)     promote the formation of a subsidiary company or
                           subsidiary companies of the Company with a view to
                           such subsidiary company or companies purchasing
                           leasing licensing or otherwise acquiring interests in
                           all or any of the assets of the Company or for
                           engaging employees or providing management or
                           services or purchasing or selling agencies or
                           distributors or for any other purpose or function
                           which may be regarded as necessary or appropriate by
                           such Receiver or Receivers from time to time.

                  (v)      arrange for such subsidiary or subsidiaries to hide
                           or cease to trade as the Receiver or Receivers may
                           think fit from time to time.

                  (vi)     arrange for such purchase lease licence or
                           acquisition of all or any of the assets of the
                           Company by any such subsidiary or subsidiaries on a
                           basis whereby the consideration may be for cash
                           shares debentures loan stock convertible loan stock
                           or other securities shares of profits or sums
                           calculated by reference to profits or turnover or
                           royalties or licence fees or otherwise howsoever and
                           whether or not secured on the assets of the
                           subsidiary or subsidiaries and whether or not such
                           consideration is payable, or receivable it a lump sum
                           or at any one time or a number of


                                      -6-
<PAGE>

                           times or by installments spread over such period as
                           the Receiver or Receivers may think fit.

                  (vii)    make any arrangement or compromise which he or they
                           shall think expedient.

                  (viii)   make and effect all repairs renewals and any
                           improvements of the Company's plant machinery and
                           effects and maintain or renew all insurancies.

                  (ix)     appoint managers agents officers servants and workmen
                           for any of the aforesaid purposes at such salaries
                           and for such periods as he or they may determine.

                  (x)      cause the Company to grant such powers of attorney or
                           appoint agents as he or they may from time to time
                           think expedient.

                  (ix)     do all such other acts and things as may from time to
                           time be considered by such Receiver or Receivers to
                           be incidental or conducive to any of the matters or
                           powers aforesaid or otherwise incidental or conducive
                           to the realisation of the Bank's security or the
                           exercise of his or their functions as Receiver or
                           Receivers.

                  (b)      All money received by such Receiver or Receivers
                           shall be applied first in payment of his or their
                           remuneration and the costs of realisation including
                           all costs and expenses of or incidental to any
                           exercise of any power hereby conferred secondly in
                           providing for the matters specified in the first
                           three paragraphs of sub-Section 8 of Section 109 of
                           the Law of Property Act 1925 thirdly in or towards
                           the payment of any debts or other imposts which are
                           by statute made payable in preference to the moneys
                           hereby secured to the extent to which such debts or
                           imposts are made so payable and fourthly (when so
                           required) in or towards satisfaction of the money and
                           liabilities and other sums hereby secured and all the
                           foregoing provisions shall take effect as and by way
                           of variation and extension of the provisions of
                           Section 99 to 109 inclusive of the said Act which
                           provisions so varied and extended shall be regarded
                           as incorporated herein.

                  (c)      Any Receiver or Receivers so appointed shall at all
                           times and for all purposes be deemed to be the Agent
                           or Agents of the Company and the Company shall be
                           solely responsible for his or their acts or defaults
                           and for his or their remuneration.

                  (d)      Any such Receiver or Receivers shall be entitled to
                           remuneration for his or their services and the
                           services of his or their firm(s) appropriate to the


                                      -7-
<PAGE>

                           work and responsibilities involved upon the basis of
                           charging from time to time adopted by the Receiver or
                           Receivers in accordance with the current practice of
                           the Receiver or Receivers or his or their firms) and
                           without being limited by the maximum rate specified
                           in Section 109(6) of the Law of Property Act 1925.

                  (e)      Provided that only money actually paid by the
                           Receiver or Receivers to the Bank shall be capable of
                           being applied by the Bank in or towards satisfaction
                           of any money or liabilities or other sums hereby
                           secured and so that the Bank may in its absolute
                           discretion at all times pending the payment to the
                           Bank of the whole of the money and liabilities and
                           other sums hereby secured place and keep to the
                           credit of a separate or suspense account any money
                           received by the Bank by virtue of this Debenture for
                           so long and in such manner as the Bank may determine
                           without any obligation to apply the same or any part
                           thereof in or towards the discharge of any money or
                           liabilities or other sums hereby secured.

         8.       During the continuance of this security the statutory powers
                  and any other powers of leasing letting entering into
                  agreements for leases or lettings and accepting or agreeing to
                  accept surrenders of leases shall not in relation to any
                  freehold or leasehold property now or at any time hereafter
                  acquired by or belonging to the Company or any part thereof be
                  exercisable by the Company nor shall the Company part with
                  possession of the same or any part thereof nor confer upon any
                  person firm company or body whatsoever any license right or
                  interest to occupy the same or any part thereof nor grant any
                  licence or permission to assign underlet or part with
                  possession of the same or any part thereof without in any such
                  case obtaining the consent of the Bank signified in writing
                  under the hand of any officer of the Bank authorised by the
                  Bank from time to time or any person authorised by such
                  officer.

         9.       During the continuance of this security the Company shall:-

                  (a)      furnish to the Bank an annual Balance Sheet and
                           Profit and Loss Account and Trading Account showing
                           the true position of the Company's affairs in every
                           year certified by an Accountant approved by the Bank
                           and also from time to time such other information in
                           respect of the assets and liabilities of the Company
                           as the Bank may reasonably require.

                  (b)      maintain at all times the aggregate value of the
                           Company's good book debts and cash in hand as
                           appearing in the Company's books and investments
                           quoted on any recognised Stock Exchange and its
                           marketable stock-in-trade (taken at cost or market
                           price whichever may be the lower according to the
                           best estimate that can be formed without it being


                                      -8-
<PAGE>

                           necessary to take stock for the purpose) at a sum
                           equal to the money and liabilities and other sums
                           from time to time owing or incurred to the Bank plus
                           a margin of two hundred percent (200%) or such other
                           margin as may from time to time be mutually agreed
                           and on such dates in every year as may from time to
                           time be agreed with the Bank the Company shall obtain
                           from the Managing Director of the Company for the
                           time being or if there shall be no Managing Director
                           then from one of the Directors of the Company and
                           furnish to the Bank a certificate showing the said
                           aggregate value together with details of any amounts
                           payable by the Company and outstanding which under
                           Sections 175 and 386 of the Insolvency Act 1986 or
                           under any other statute would in the event of the
                           liquidation of the Company constitute preferential
                           payments. For the purposes of this sub-cause there
                           shall be disregarded:

                           (i)       any stock-in-trade the property in which
                                     remains in the seller notwithstanding that
                                     the Company may have agreed to purchase the
                                     same and not withstanding that the same may
                                     be in the possession order or disposition
                                     of the Company; and

                           (ii)      any book debts or cash in hand deriving
                                     from any such stock-in-trade as is referred
                                     to in paragraph (i) of this sub-clause.

                  (c)      keep all buildings and fixtures hereby charged in a
                           good state of repair and all plant and machinery in
                           good working order and condition and insure and keep
                           insured all its property and effects of every
                           description in an office or offices or with other
                           insurers to be approved by the Bank against loss or
                           damage by fire and such other contingencies and risks
                           as may be required by the Bank m their full
                           reinstatement value for the time being in the joint
                           names of the Company and the Bank or with the
                           interest of the Bank endorsed on the policy or
                           policies or noted as the Bank may require and will
                           (unless deposited with a prior mortgagee at the date
                           hereof or unless the insurance to which such policy
                           or policies relate and which was approved by the Bank
                           was effected by a landlord with the respective
                           interests of the Bank and the Company endorsed or
                           noted thereon) deposit with the Bank such policies as
                           stay be required by the Bank and will duly pay all
                           premiums and sums payable for this purpose and
                           produce the receipts therefor to the Bank within
                           seven days of their becoming due and payable. If
                           default shall at any time be made by the Company in
                           keeping its buildings and fixtures and plant and
                           machinery or any part thereof in a good state of
                           repair and in good working order or in effecting or
                           keeping up any such insurance or in producing to the
                           Bank any such policy or receipt it shall be lawful
                           for but not obligatory on the Bank to repair and
                           maintain the same with power to enter any of the
                           Company's property for


                                      -9-
<PAGE>

                           that purpose or as the case may require to effect or
                           renew any such insurance as aforesaid as the Bank
                           shall think fit and any sum or sums so expended by
                           the Bank shall be repayable by the Company to the
                           Bank on demand together with interest as provided in
                           Clause 1 from the date of payment by the Bank as
                           aforesaid. All money which may at any time be
                           received or receivable under any such insurance or
                           any other insurance covering any of the property and
                           effects of the Company against such risks as
                           aforesaid shall be held in trust for the Bank and (at
                           the Bank's option) shall either be paid to the Bank
                           or shall be applied in replacing restoring or
                           reinstating the property destroyed or damaged.

                  (d)      pay into its account or accounts with the Bank all
                           moneys which it may receive in respect of the book
                           and other debts and claims mortgaged (by way of
                           assignment) or charged by it or in respect of the
                           Interests in Securities.

                  (e)      indemnify the Bank and as a separate covenant any
                           Receiver or Receivers appointed by it against all
                           existing and future rents taxes duties charges
                           assessments impositions and outgoing whatever
                           (whether imposed by deed or statute or otherwise and
                           whether in the nature of capital or revenue and even
                           though of a wholly novel character) now or at any
                           time during the continuance of this security payable
                           in respect of the premises hereby charged or any part
                           thereof or by the owner or occupier thereof. If any
                           such sums shall be paid by the Bank or any such
                           Receiver or Receivers the same shall be repaid by the
                           Company on demand with interest as provided in Clause
                           1 from the time or respective times of the same
                           having been paid or incurred by the Bank or such
                           Receiver or Receivers as the case may be.

                  (f)      not (except with the prior consent in writing of the
                           Bank and then only on such terms and conditions as
                           the Bank may specify) remove from its freehold or
                           leasehold or heritable property any of the fixtures
                           fixed plant and machinery for the time being thereon.

         10.      The Company hereby irrevocably appoints the Bank and the
                  persons deriving title under them and their substitutes and
                  any Recover or Receivers appointed under the foregoing
                  provisions hereof jointly and also severally to be its
                  Attorney for it and in its name and on it behalf and as its
                  act and deed or otherwise to make any alteration or addition
                  or deletion in or to any documents which the Bank may require
                  for perfecting its title or for vesting any of the Charged
                  Property in the Bank or its nominees or any purchaser and to
                  redeliver the same thereafter and otherwise generally to
                  create issue sign seal and deliver and perfect any such legal
                  or other mortgage charge security or assignment as aforesaid
                  or (without executing any such mortgage charge security or
                  assignment) any deed assurance


                                      -10-
<PAGE>

                  document or act which may be required or may be deemed proper
                  by the Receiver or Receivers (whether in favour of the Bank or
                  any other person and whether for the purpose of exercising any
                  power conferred by Clause 5, 6 or 7 or otherwise) on or in
                  connection with any sale lease disposition realisation or
                  getting in by the Bank or by any such Receiver or Receivers as
                  aforesaid of the said properties or any parts thereof or any
                  other property or assets of the Company under any power
                  applicable thereto or in connection with any other exercise of
                  any power hereunder. Without prejudice to the generality of
                  the foregoing the Company hereby covenants with the Bank and
                  separately with any such Receiver or Receivers as aforesaid
                  that if required so to do it will ratify and confirm (i) all
                  transactions entered into by him or them or by the Company at
                  his or their instance in the exercise or purported exercise of
                  his or their powers and (ii) all transactions entered into by
                  him or them in signing sealing delivering and otherwise
                  perfecting any assignment mortgage charge security deed
                  assurance or act as aforesaid and the Company irrevocably
                  acknowledges and agrees that the said power of attorney is
                  (INTER ALIA) given to him or them to secure the performance of
                  these obligations owed to him or them by the Company.

         11.      If the Bank receives notice of any subsequent charge or
                  assignment or other interest affecting the Charged Property
                  the Bank may open a new account or accounts for the Company:
                  if the Bank does not open a new account it shall nevertheless
                  be treated as if it had done so at the time when it received
                  notice and as from that time all payments made by or on behalf
                  of the Company to the Bank shall be credited or be treated as
                  having been credited to the new account and shall not operate
                  to reduce the amount due from the Company to the Bank at the
                  time when it received notice.

         12.      The Bank shall have in addition to any general lien or similar
                  right (if any) to which it may be entitled by law the right at
                  any time or times and without notice to the Company (as well
                  before as after any demand hereunder or otherwise) to combine
                  or consolidate all or any of the then existing accounts
                  (including accounts in the name of the Bank) with and
                  liabilities to the Bank of the Company and/or set off or
                  transfer any sum or sums standing to the credit of any one or
                  more of such accounts (whether subject to note or restriction
                  on availability or not and whether denominated in sterling or
                  in a foreign currency) in or towards satisfaction of any of
                  the liabilities of the Company to the Bank on any other
                  account or in any other respect whether such liabilities be
                  actual contingent primary collateral several or joint. In the
                  case of all accounts (whether denominated in sterling or in a
                  foreign currency) the Bank may elect to convert all or any
                  such account or accounts (in whole or in part) into the
                  currency or currencies of the whole or any part of the
                  Company's liabilities hereunder and the rate of exchange shall
                  be the Bank's spot rate for the currency in question


                                      -11-
<PAGE>

                  prevailing at or about 11:00 a.m. in London on the date the
                  Bank exercises its rights hereunder.

         13.      Any notice or demand by the Bank hereunder shall be deemed to
                  have been sufficiently given if sent by prepaid first class
                  letter post to the address stated herein or the address last
                  known to the Bank and shall be deemed to have been served upon
                  the addressee at 10:00 a.m. the next succeeding day (or if the
                  next succeeding day be a Sunday or any other day upon which no
                  delivery of letters is made at 10:00 a.m. the next succeeding
                  day on which a delivery of post is made) and in any other case
                  shall be deemed to have been served on the addressee upon
                  expiry of forty-eight hours from the time of posting of the
                  same and the aforesaid shall in the service of legal
                  proceedings be deemed to constitute good service.

         14.      The expression "the Bank" be hereinbefore used shall include
                  the Bank's assigns whether immediate or derivative. Any
                  appointment or removal under Clause 7 hereof or consents
                  hereunder may be made or given by writing signed or sealed by
                  any such assigns and the Company hereby irrevocably appoints
                  each of such assigns to be its Attorney in the terms and for
                  the purposes in Clause 10 hereinbefore set forth.

         15.      (a)      The security hereby created is in addition to any
                           other security or securities which the Bank may now
                           or from time to time hold or take from the Company.

                  (b)      the restriction on the right of consolidating
                           mortgage securities contained in Section 93 of the
                           Law of Property Act 1925 shall not apply to this
                           Debenture or any further or other security entered
                           into pursuant to this Debenture.

         16.      (a)      Nothing herein contained shall operate so as to merge
                           or otherwise prejudice or affect any bill note
                           guarantee mortgage or other security or any
                           contractual or other right which the Bank may at any
                           time have for any money or liabilities or other sums
                           due owing or incurred by the Company to the Bank or
                           any right or remedy of the Bank thereunder and any
                           receipt release or discharge of the security provided
                           by or of any liability arising under this deed shall
                           not release or discharge the Company from any
                           liability to the Bank for the same or any other
                           moneys which may exist independently of this deed.

                  (b)      Where the security hereby given to the Bank initially
                           takes effect as a collateral or further security then
                           notwithstanding any receipt release or discharge
                           endorsed on or given in respect of or under the
                           principal security to which this deed operates as a
                           collateral or further security the security


                                      -12-
<PAGE>

                           hereby provided shall in respect of any money or
                           liabilities or other sums which were originally
                           intended to be secured be an independent security for
                           any such money or liabilities or other sums.

         17.      Each of the provisions in this deed shall be severable and
                  distinct from one another and if at any time any one or more
                  of such provisions is or becomes invalid illegal or
                  unenforceable the validity legality and enforceability of the
                  remaining provisions hereof shall not in any way be affected
                  or impaired thereby.

IN WITNESS whereof the Company has hereunto affixed its Common Seal the day and
year first above written.


                                      -13-
<PAGE>

                                  THE SCHEDULE

                                (Registered Land)

--------------------------------------------------------------------------------
PREMISES AT                    IN THE COUNTY OF         REGISTERED AT H. M. LAND
                                                        REGISTRY UNDER TITLE NO.



THE COMMON SEAL OF
ADAYTUM KPS SOFTWARE LIMITED
was hereunder affixed pursuant to a Resolution of
the Board in the presence of:-

/s/ Mike Hartley
-------------------------------------
Director

/s/ James Williams
-------------------------------------
Secretary

For and on behalf of                               EXECUTED AS A DEED ON BEHALF
                                                   OF
LLOYDS BANK PLC                                    Adaytum KPS Software Ltd.

/s/ Ian Courthope Wood                             /s/ JDG Haddleton
-----------------------------                      -----------------------------
I C WOOD                                           DIRECTOR
SECURITIES CENTRE MANAGER                          /s/ James Williams
                                                   -----------------------------
                                                   SECRETARY


                                      -14-
<PAGE>

                         CERTIFICATE OF THE REGISTRATION
                             OF A MORTGAGE OR CHARGE

         I hereby certify that a mortgage or charge dated the __________, 19__
and created by _______________________________ for securing all moneys now due
or hereafter to become due or from time to time accruing due from the Company to
Lloyds Bank Plc on any account whatsoever was registered pursuant to Section 395
of the Companies Act, 1985, on the ___________________.

         Given under my hand at Cardiff the __________, 19__.

         Dated:  __________, 19__

         Registered __________, 19__


                                      -15-
<PAGE>

================================================================================




                              --------------------

                                       TO

                                 LLOYDS BANK PLC



                              --------------------
                              --------------------

                                    DEBENTURE

                              --------------------
                              --------------------



================================================================================


                                      -16-
<PAGE>

         THIS RELEASE made the ___ day of __________, 19__

                             BETWEEN LLOYDS BANK PLC

(Hereinafter called "the Bank") of the one part and the within-named Company
(hereinafter called "the Company") of the other part

         WITNESSETH that the Bank as mortgagee HEREBY ASSIGNS AND RELEASES unto
the Company ALL the Charged Property real and personal charged by the
within-written Debenture TO HOLD the same unto the Company freed and discharged
from the within written Debenture and all principal moneys interest claims and
demands whatsoever thereunder

         PROVIDED THAT this release shall not discharge the Company from any
liability to the Bank remaining to be paid or any other security held by the
Bank.

SIGNED SEALED AND DELIVERED

By
  ----------------------------------

as Attorney for Lloyds Bank Plc
in the presence of:


                                      -17-