<PAGE>

Sub-clauses 4(a)(i), (iv) and (v) and 4(f) contain restrictions an dealings with
assets, Sub-clauses 4(a)(ii) (iii) and (vi) contain restrictions on the creation
or subsistence of other security or other similar arrangements and Sub-clause
4(b) contains a request to H.M. Land Registrar to note a restriction in the
Proprietorship Register.

AD 47 DEBENTURE (1995)

THIS DEBENTURE DEED made the 24th day of November 1997 BETWEEN Adaytum Limited
(Company number 2520192) whose Registered Office is at 13 Great George Street,
Bristol BSI 5RR (hereinafter called "the Company") of the first part and LLOYDS
BANK PLC (hereinafter called "the Bank") of the second part

WITNESSES as follows:

1.       PAYMENT COVENANT

         The Company will pay to the Bank in accordance with any relevant
         agreement in writing between the Bank and the Company relating to the
         amounts hereby secured or, in the absence of such agreement, on demand
         all money and liabilities whether actual 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 whatsoever without limitation
         (and whether alone or jointly with any other person, firm or
         corporation and in whatever style, name or form and whether as
         principal or surety and notwithstanding that the same may at any
         earlier time have been due owing or incurred to some other person, firm
         or corporation and have subsequently become due, owing or incurred to
         the Bank as a result of a transfer, assignment or other transaction or
         by operation of law) together with interest to the date of payment at
         such rate or rates as may from time to time be agreed between the Bank
         and the Company in writing or, in the absence of such agreement; at the
         rate of 2% above the Banks base rate for the time being in force in
         respect of any such money or liabilities denominated in sterling and 2%
         above the Bank's cost (as certified by the Bank) from time to tune of
         obtaining the relevant currency in respect of any such money or
         liabilities denominated in a currency other than sterling and
         commission and other banking charges and legal, administrative 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 and a reasonable fee for any work
         undertaken by the Bank in relation to such enforcement

2.       INTEREST

         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 and the Company shall from time
         to time agree in writing or, in the absence of such agreement, as the
         Bank shall from time to time fix and (without prejudice to the


<PAGE>

         right of the Bank to require payment of such interest) all such
         interest shall be compounded (both before and after any demand or
         judgment) upon such days in each year as the Bank shall from time to
         time fix.

3.       CHARGES

         (a)      The Company with full title guarantee hereby 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 Clauses 6, 9, 10,15 and 20
                  hereof) and so that the 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, where any such
                                 property is leasehold, any present or future
                                 right or interest conferred upon the Company in
                                 relation thereto by virtue of any Enfranchising
                                 Legislation as defined by Clause 13(a) hereof
                                 (including any rights arising as against any
                                 nominee purchaser pursuant thereto)) and all
                                 buildings and fixtures (including trade
                                 fixtures) fixed plant and machinery from time
                                 to time on any such property and all liens,
                                 mortgages, charges, options, agreements and
                                 rights, titles and interests (whether legal or
                                 equitable) of the Company in or over land or
                                 the proceeds of sale thereof of whatever
                                 description both present and future and all the
                                 right, title and interest of the Company in any
                                 such plant and machinery from time to time
                                 hired, leased or rented by the Company from
                                 third parties or acquired by the Company from
                                 third parties on a hire instalment or
                                 conditional purchase basis including (without
                                 prejudice to the generality of the foregoing)
                                 the Company's right to any refund of rentals or
                                 other payments.

                  Secondly:      All book debts both present and future due or
                                 owing to the Company or in which the Company is
                                 legally, beneficially, or otherwise interested
                                 (and the proceeds thereof) 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 debts, claims, rights and choses in
                                 action both present and future of the Company
                                 or in which the Company is legally,


                                      -2-
<PAGE>

                                 beneficially or otherwise interested (and the
                                 proceeds thereof) including (without prejudice
                                 to the generality of the foregoing):

                                 (i)      deposits and credit balances held by
                                          the Company with the Bank or any third
                                          party from time to time both present
                                          and future (Including things in action
                                          which give rise or may give rise to a
                                          debt or debts) owing to the Company
                                          (and the proceeds thereof);

                                 (ii)     any amounts owing to the Company by
                                          way of rent, license fee, service
                                          charge or dilapidations by any tenant
                                          or licensee (in each case whether
                                          present or future) of any freehold or
                                          leasehold property from time to time
                                          forming part of the Charged Property
                                          and any ground rents and rent charges
                                          owing to the Company (and, in each
                                          case, the proceeds thereof);

                                 (iii)    without prejudice to (iv) below, any
                                          amounts owing or which may become
                                          owing to the Company under any
                                          building, construction or development
                                          contract or by virtue of the Company's
                                          rights under any retention or other
                                          trusts, whether or not any certificate
                                          as to the amount due has been issued
                                          in respect thereof (and the proceeds
                                          thereof);

                                 (iv)     without prejudice to (v) below, all
                                          rights (and the proceeds of such
                                          rights) present or future, actual or
                                          contingent, arising under or in
                                          connection with any contract
                                          whatsoever in which the Company has
                                          any right; title or interest;

                                 (v)      any amounts owing or which may become
                                          owing to the Company by way of
                                          damages, compensation or otherwise
                                          under any judgment or order of any
                                          competent authority howsoever arising;
                                          and

                                 (vi)     the benefit of all rights relating
                                          thereto including (without prejudice
                                          to the generality of the foregoing)
                                          such rights as are Secondly described
                                          in this Sub-clause.

                  Fourthly:      Where the Company for the time being carries on
                                 any business comprising or relating to the
                                 provision of credit (as defined by Section 9 of
                                 the Consumer Credit Act 1974) or any business
                                 comprising or relating to the bailment or (in
                                 Scotland) the hiring of goods:


                                      -3-
<PAGE>

                                 (i)      the full benefit of and all rights
                                          under all agreements now or hereafter
                                          entered into by the Company under
                                          which the Company has provided or
                                          agreed to provide credit (as so
                                          defined) to any person of any amount
                                          and all agreements now or hereafter
                                          entered into by any person other than
                                          the Company under which credit (as so
                                          defined) is provided or agreed to be
                                          provided and the benefit of which is
                                          assigned to or otherwise vested in the
                                          Company (all agreements described in
                                          this paragraph (i) being hereinafter
                                          referred to as "the Credit
                                          Agreements"), including all moneys
                                          payable under or in respect of the
                                          Credit Agreements;

                                 (ii)     the full benefit of and all rights
                                          under all agreements (not being Credit
                                          Agreements) now or hereafter entered
                                          into by the Company for the bailment
                                          or (in Scotland) the hiring of goods
                                          to any person and all agreements (not
                                          being Credit Agreements) now or
                                          hereafter entered into by any person
                                          other than the Company for such
                                          bailment or (in Scotland) hiring the
                                          benefit of which is assigned to or
                                          otherwise vested in the Company (all
                                          agreements described in this paragraph
                                          (ii) being hereinafter referred to as
                                          the "Hiring Agreements"), including
                                          all moneys payable under or in respect
                                          of the Hiring Agreements;

                                 (iii)    the full benefit of and all rights
                                          relating to the Credit Agreements and
                                          the Hiring Agreements (hereinafter
                                          together called "the Instalment Credit
                                          Agreements") including all legal and
                                          equitable charges and other securities
                                          and guarantees and the other rights
                                          and remedies expressly or impliedly
                                          reserved by the Instalment Credit
                                          Agreements and by such securities and
                                          guarantees;

                                 (iv)     the Company's present and future
                                          rights and interests (if any) in and
                                          to any chattels comprised in the
                                          Instalment Credit Agreements or
                                          securities and guarantees provided in
                                          relation thereto including (without
                                          prejudice to the generality of the
                                          foregoing) any right to damages
                                          relating thereto and the benefit of
                                          any warranties given in respect
                                          thereof insofar as the property or any
                                          interest in such chattels remains
                                          vested in the Company; and


                                      -4-
<PAGE>

                                 (v)      the full benefit of the Company's
                                          rights and interests (if any) in and
                                          to all insurance effected BY the
                                          Company or by any other person of any
                                          chattels comprised in any Instalment
                                          Credit Agreements or any security or
                                          guarantee provided in relation
                                          thereto.

                  Fifthly:       (i)      All stocks, shares, certificates of
                                          deposit, depositary receipts,
                                          securities and other interests and
                                          rights which are now or may at any
                                          time hereafter be owned by the Company
                                          or in which the Company may be
                                          legally, beneficially or otherwise
                                          interested including (without
                                          prejudice to the generality of the
                                          foregoing):

                                          (aa)     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) of the Company;

                                          (bb)     the full benefit of all
                                                   stocks, shares, certificates
                                                   of deposit, depositary
                                                   receipts and securities which
                                                   or the certificates for which
                                                   are now or may at any time
                                                   hereafter be lodged by the
                                                   Company or on its behalf 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 or
                                                   held by any party other than
                                                   the Company for or to the
                                                   order of the Bank at the
                                                   request of or by arrangement
                                                   with the Company;

                                          (cc)     all property and rights of
                                                   the Company in respect of any
                                                   account now or hereafter held
                                                   by or for the Company as
                                                   participant or as beneficiary
                                                   of a nominee or trustee
                                                   participant with any
                                                   clearance or settlement
                                                   system or depositary or
                                                   custodian or subcustodian or
                                                   broker (in each case, whether
                                                   in the UK or elsewhere)
                                                   relating to stocks, shares,
                                                   securities, certificates of
                                                   deposit, depositary receipts,
                                                   securities or other interests
                                                   or rights whatsoever without
                                                   limitation;


                                      -5-
<PAGE>

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

                                 (iii)    all stocks, shares, securities,
                                          rights, moneys or property accruing or
                                          offered at any time by way of
                                          conversion, redemption, bonus,
                                          preference, option or otherwise to or
                                          in respect of any of the Securities
                                          including all dividends, interest and
                                          other income payable in connection
                                          therewith (the Charged Property (i) to
                                          (iii) hereby Fifthly charged being
                                          hereinafter called "Interests in
                                          Securities").

                  Sixthly:       All present and future copyrights, patents,
                                 trademarks, brand names, inventions, design
                                 rights, know-how and all other intellectual
                                 property rights whatsoever without any
                                 limitation, whether registered or unregistered
                                 in all or any part of the world in which the
                                 Company is legally, beneficially or otherwise
                                 interested and the benefit of any pending
                                 applications for the same and all benefits
                                 deriving therefrom and thereunder including but
                                 not limited to royalties, fees, profit sharing
                                 agreements and income arising therefrom and all
                                 licences in respect of or relating to any
                                 intellectual property rights, whether such
                                 licences are granted to the Company or granted
                                 by the Company (the Charged Property hereby
                                 Sixthly charged being hereinafter called
                                 "Intellectual Property Rights").

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

                  Eighthly:      All other plant and machinery, fittings and
                                 equipment (not in any such case being the
                                 Company's stock-in--trade or work in progress)
                                 now or at any time hereafter belonging to the
                                 Company or in which the Company is legally,
                                 beneficially or otherwise interested, wherever
                                 situated and whether or not affixed to any
                                 freehold or leasehold property of the Company.

                  Ninthly:       All the rights, interests and benefits of the
                                 Company under any present or future
                                 hire-purchase, conditional sale; credit sale,
                                 leasing or rental agreement to which the
                                 Company is a party in the capacity of hirer,
                                 purchaser or lessee including (without
                                 prejudice to the generality of the foregoing)
                                 the Company's right to any refund of rentals or
                                 other payments.


                                      -6-
<PAGE>

                  Tenthly:       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,
                                 Fifthly Sixthly, Seventhly, Eighthly and
                                 Ninthly 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)

                  In this Debenture, the expression `Charged Property' means the
                  undertaking, assets, properties, revenues, rights and benefits
                  First, Secondly, Thirdly, Fourthly, Fifthly, Sixthly,
                  Seventhly, Eighthly, Ninthly and Tenthly described in
                  Sub-clause 3(a) hereof and references to the Charged Property
                  include references to any part of it.

         (b)      The security hereby created shall as regards the Charged
                  Property First, Secondly, Thirdly, Fourthly. Fifthly, Sixthly,
                  Seventhly, Eighthly and Ninthly described be first fixed
                  charges (and as regards all those parts of the Charged
                  Property First described now vested in the Company shall
                  constitute a charge by way of legal mortgage thereon) and as
                  regards the Charged Property Tenthly described shall be a
                  first floating charge.

4.       RESTRICTIONS AND WARRANT

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

                  (i)      sell, assign, license, sub-license, discount, factor
                           or otherwise dispose of, or deal in any other way
                           with the Charged Property (other than the Charged
                           Property Tenthly described) provided that for the
                           avoidance of doubt this Sub-clause 4(a)(i) shall not
                           prevent the Company without such consent collecting
                           proceeds of the book and other debts, monetary claims
                           and choses in action forming part of the Charged
                           Property in the ordinary course of the Company's
                           business and paying the same into the Company's
                           account(s) with the Bank in accordance with
                           Sub-clause 4(f) and provided further that where the
                           Bank makes a payment at the request of the Company
                           which is debited to any account with the Bank which
                           is for the time being in credit, the Bank shall be
                           taken to have given any necessary consent for the
                           purposes of this clause to such payment unless such
                           payment was made as a result of some mistake of fact
                           on the part of the Bank;

                  (ii)     create or permit to subsist or arise any mortgage,
                           debenture, hypothecation, charge, assignment by way
                           of security, pledge or lien or any other encumbrance
                           or security whatsoever (save a lien arising by


                                      -7-
<PAGE>

                           operation of law in the ordinary course of business)
                           upon the Charged Property;

                  (iii)    enter into any contractual or other agreement or
                           arrangement which has or may have an economic effect
                           similar or analogous to any such encumbrance or
                           security as would be prohibited by Sub-clause 4(a)
                           (ii);

                  (iv)     transfer, sell or otherwise dispose of the whole or
                           any material part of the Changed Property Tenthly
                           described whether by a single transaction or a number
                           of transactions whether related or not except by way
                           of sale at full value in the rival course of trading
                           as transacted at the date hereof;

                  (v)      vary or purport to vary any Instalment Credit
                           Agreement or any security or guarantee provided in
                           relation thereto or give any consents or licences
                           under the terms of any Instalment Credit Agreement or
                           any security or guarantee provided in relation
                           thereto provided that the Company shall not be
                           prohibited by this covenant from agreeing to any such
                           variation or giving any such licence or consent if to
                           do so would not materially and adversely affect the
                           value to the Bank for security purposes of such
                           Instalment Credit Agreement or such security or
                           guarantee and if to do so would not affect the
                           validity or enforceability of such Instalment Credit
                           Agreement or such security or guarantee; or

                  (vi)     enter into any agreement with a financier, provider
                           of money, creditor or any other party whatsoever
                           (hereinafter called `the Financier') which has the
                           economic effect of, or an economic effect similar to
                           that of providing security in respect of or in
                           connection with the provision of finance or credit by
                           the Financier and which involves or may involve one
                           or more of the following:

                           (aa)     sales, agreement for sale or transfers of
                                    any property or rights whatsoever to the
                                    Financier; and/or

                           (bb)     sales, agreements for sale or transfers
                                    actually or potentially on behalf of the
                                    Financier to any third party whatsoever,
                                    and/or

                           (cc)     the grant or possible grant of authority by
                                    the Financier for sales, agreements for sale
                                    or transfers of the nature set out in (bb).

         (b)      The Company hereby requests the Chief Land Registrar to
                  register the following restriction on the Proprietorship
                  Register of any registered land forming part of the Charged
                  Property:


                                      -8-
<PAGE>

                           "RESTRICTION

                           Except under an order of the Registrar no disposition
                           by the proprietor of the land is to be registered
                           without the consent of the proprietor of the charge
                           dated ___________________ in favour of Lloyds Bank
                           Plc referred to in the Charges Register."

         (c)      The Company warrants that the charges contained in Clause 3 do
                  not infringe any intellectual property rights whether
                  registered or unregistered whatsoever and the Company agrees
                  to indemnify the Bank against any loss, damage or expense
                  which the Bank may suffer or incur as a result of any breach
                  of the foregoing warranties or undertaking.

         (d)      The Company shall consent to or concur in the entry of any
                  registration, notice or memorandum on any register in the
                  United Kingdom or elsewhere (including without limitation any
                  registration under Section 25 of the Trade Marks Act 1994)
                  which the Bank may require in order to register or note any
                  interest it may have in, to or under the Charged Property
                  Sixthly described (or any part thereof) and/or to restrict any
                  dealings in, under or in connection with such Charged
                  Property.

         (e)      The Company shall waive and procure the waiver of any and all
                  moral rights (being the rights conferred by chapter IV of the
                  Copyright Designs and Patents Act 1988) which may affect or
                  relate to the Charged Property as the Bank may required.

         (f)      During the continuance of this security the Company shall pay
                  into its account or accounts with the Bank the proceeds of the
                  book and other debts, monetary claims and choses in action
                  forming part of the Charged Property provided that the Bank
                  shall be deemed to receive the amounts owing to the Company
                  referred to in paragraph (ii) of the premises Thirdly
                  described in Sub-clause 3(a) pursuant to the fixed charge
                  contained therein and not pursuant to the fixed charge on
                  freehold and leasehold property First described in that
                  Sub-clause or as mortgagee in possession.

5. DEPOSIT OF TITLE DEEDS, ETC.

         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 and for as long as
         it remains the prior mortgagee):

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


                                      -9-
<PAGE>

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

         (c)      all documents evidencing the Instalment Credit Agreements, and
                  any securities and guarantees provided in relation thereto;
                  and

         (d)      all such (if any) deeds and documents of title relating to the
                  Charged property Secondly, Thirdly, Sixthly and Ninthly
                  described as the Bank may from time to time specify.

6.       FURTHER ASSURANCE AND NOTICE OF CRYSTALLISATION

         (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, charges,
                  agreements or other legal documentation as the Bank shall
                  require of and on all or any of the 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, charges, agreements or other legal
                  documentation 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 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 inheritable
                  property any such clauses as are contained in any of the
                  Bank's standard forms of agreement from time to time. The
                  Company will any time if and when required by the Bank give
                  notice to such parties as the Bank may require of the charges
                  hereby effected and any such further legal or other
                  assignments, mortgages, securities, charges, agreements or
                  other legal documentation 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 money hereby secured) by notice
                  in writing to the Company convert the floating charge created
                  by Sub-clause 3(a) hereof over the Charged Property Tenthly
                  described with immediate effect into a fixed charge as regards
                  any of the Charged Property Tenthly described specified in the
                  notice.

7.       BANK'S POWERS OF SALE AND LEASING

         (a)      The powers and remedies conferred on mortgagees by Section 101
                  of the Law of Property Act 1925 shall apply to this Debenture
                  but without the restriction imposed by Section 103 of that Act
                  and the statutory powers of leasing conferred


                                      -10-
<PAGE>

                  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.
                  The Bank in exercising its statutory power of sale and any
                  receiver or receivers appointed by the Bank in exercising his
                  or their powers hereunder shall be at liberty to sell at such
                  price and on such terms and conditions as it or he or they in
                  its or his or their sole discretion thinks) fit and shall not
                  be under any duty or obligation to obtain the best or any
                  particular price. Neither the Bank nor any such receiver or
                  receivers shall be liable to the Company or any other party
                  for any loss, damage, cost, expense or liability which the
                  Company or any such party may suffer or incur as a direct or
                  indirect result of the Bank exercising its statutory power of
                  sale as hereby varied or extended, or such receiver or
                  receivers exercising his or their powers hereunder.

         (b)      In favour of a purchaser the money hereby secured shall be
                  deemed to have become due on the day on which demand for
                  payment thereof is made by the Bank and the statutory power of
                  sale as hereby varied or extended shall be exercisable from
                  and after that date, which date (without prejudice to the
                  equitable right to redeem) shall be the redemption date.

8.       COMPANY'S POWERS OF LEASING AND LICENSING

         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 lease, tenancy, licence, 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 official of the
         Bank authorised by the Bank from time to time or any person authorised
         by such official.

9.       APPOINTMENT AND POWERS OF A RECEIVER

         (a)      At any time after the Bank shall have demanded payment of any
                  money or liabilities or other sums hereby secured or the
                  Company shall have requested it so to do or a notice shall
                  have been issued to convene a meeting for the purpose of
                  passing a resolution to wind up the Company or such a
                  resolution shall have been passed or a resolution shall have
                  been passed by the Company's directors to seek an
                  administration order in relation to the Company or a petition
                  for a winding up


                                      -11-
<PAGE>

                  or administration order relating to the Company shall have
                  been presented or such an order shall have been made or a
                  proposal for a voluntary arrangement shall have been made in
                  relation to the Company under Part I of the Insolvency Act
                  1986 or a step shall have been taken outside the United
                  Kingdom which is similar or analogous to any of the foregoing
                  or the Bank shall have reasonable grounds for believing that
                  any of the foregoing is imminent the Bank may, by writing
                  under the hand of any official of the Bank authorised by the
                  Bank from time to time or any person authorised by such
                  official in writing, appoint any person or persons to be a
                  receiver or joint receivers or several receivers or joint and
                  several receivers of the Charged Property to act, in the case
                  of two or more receivers, jointly, severally or jointly and
                  severally (as the Bank may specify in the appointment) and to
                  the extent permitted by law similarly to remove any receiver
                  or receivers so appointed and appoint another or others in his
                  or their place.

         (b)      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 administration or liquidation of the
                  Company) to do or omit to do anything which the Company could
                  do or omit to do and (in addition) to exercise mutatis
                  mutandis all or any of the powers specified in schedule 1 to
                  the Insolvency Act 1986 (whether or not such receiver is an
                  administrative receiver) and in particular (but without
                  prejudice to the generality of the foregoing) any such
                  receiver or receivers may:

                  (i)      deal with, take possession of, collect and get in any
                           of the Charged Property;

                  (ii)     carry on, manage, develop or diversity or concur in
                           carrying on, managing, developing or diversifying any
                           business of the Company or any part thereof and
                           (without prejudice to the generality of the
                           foregoing) such power shall include the power to
                           carry out or complete (with or without modification)
                           on any of the Charged Property any works of
                           demolition, building, repair, construction,
                           furnishing or any project or development in which the
                           Company was engaged;

                  (iii)    (for the purposes of exercising all or any of the
                           powers conferred on the receiver or receivers
                           hereunder or by statute) raise or borrow any money
                           from or incur any other liability to the Bank or any
                           other person, firm or corporation 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, with the
                           prior written consent of the Bank be or include a
                           charge on the Charged Property ranking either in
                           priority to or pari passu with or after the security
                           hereby created;


                                      -12-
<PAGE>

                  (iv)     forthwith and without the restriction imposed by
                           Section 103 of the Law of Property Act 1925, sell,
                           _____, 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;

                  (v)      carry any sale, exchange, realization, disposal,
                           lease, tenancy or surrender of the Charged Property
                           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
                           owned 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, exchange,
                           realisation, disposal, lease or tenancy may be for
                           cash, debentures or other obligations, shares, stock
                           or other valuable consideration and may be payable in
                           a lump sum or by instalments 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;

                  (vi)     promote the formation of a subsidiary or subsidiaries
                           of the Company with a view to such subsidiary or
                           subsidiaries purchasing, leasing, licensing or
                           otherwise acquiring interests in or the use of all or
                           any of the assets of the Company or with a view to
                           such subsidiary or subsidiaries engaging employees or
                           providing management or other 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;

                  (vii)    arrange for such subsidiary or subsidiaries to trade
                           or cease to trade as the receiver or receivers may
                           think fit from time to time;

                  (viii)   arrange for the 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


                                      -13-
<PAGE>

                           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 in a lump sum
                           or at any one time or a number of times or by
                           instalments spread over such period as the receiver
                           or receivers may think fit;

                  (ix)     take any proceedings in relation to the Charged
                           Property in the name of the Company or otherwise as
                           may seem expedient;

                  (x)      enter into any agreement or make any arrangement or
                           compromise which he or they shall think expedient in
                           respect of the Charged Property;

                  (xi)     make and effect all repairs, renewals and any
                           improvements of the Company's plant, machinery and
                           effects and insure the Charged Property or maintain
                           or renew all insurances of the same;

                  (xii)    appoint managers, agents, officers and employees for
                           any of the aforesaid purposes at such salaries and
                           for such periods as he or they may determine and
                           dismiss any of the same;

                  (xiii)   adopt any contract of employment entered into between
                           the Company and any of its employees with such
                           variations to the contract as he or they may think
                           fit and dismiss any such employees;

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

                  (xv)     do all such things as may be thought necessary for
                           the management of the affairs, business and property
                           of the Company; and

                  (xvi)    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.

         (c)      All money received by such receiver shall be applied first in
                  payment of his remuneration and the costs of realisation
                  including all costs and expenses of or incidental to any
                  exercise of any power hereby conferred, secondly in or towards
                  the payment of any preferential debts which are by statute
                  made payable in preference to the money hereby secured to the
                  extent to which such preferential debts are made so payable
                  and thirdly (if the receiver thinks fit, but not otherwise)


                                      -14-
<PAGE>

                  in or towards payment of all or any of the matters referred to
                  in paragraphs (i), (ii), (iii), (iv) of sub-section 109(8) of
                  the Law of Property Act 1925 as he in his absolute discretion
                  shall decide, and fourthly in or towards satisfaction of the
                  Secured Obligations. Sub-section 109(8) of the Law of Property
                  Act shall not apply.

         (d)      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.

         (e)      Any such receiver or receivers shall be entitled to
                  remuneration for his or their services and the services of his
                  or their firm(s) at a rate or rates or in an amount or amounts
                  as may from time to time be agreed between the Bank and such
                  receiver or receivers or (in default of agreement) as may be
                  appropriate to the 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 firm(s) and without in
                  either such case being limited by the maximum rate specified
                  in Section 109(6) of the Law of Property Act 1925.

         (f)      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.

         (g)      All the foregoing provisions shall take effect as and by way
                  of variation and extension of the provisions of Sections 99 to
                  109 inclusive of the said Act which provisions so varied and
                  extended shall be regarded as incorporated herein.

10.      COVENANTS

         During the continuance of this security the Company shall:

         (a)      within such period as is allowed by law for the laying and
                  delivering of such accounts furnish to the Bank a balance
                  sheet and profit and loss account complying with the
                  provisions of the Companies Act 1935 and showing the true
                  position of the Company's affairs in every financial year
                  audited and reported upon 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
                  (including management accounts) 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


                                      -15-
<PAGE>

                  be formed without it being necessary to take stock for the
                  purpose) at such sum (if any) as the Bank may from time to
                  time require by not less than one month's notice in writing to
                  the Company (and in the absence of such notification from the
                  Bank at a sum which is equal to the money and liabilities and
                  other sums from time to time owing or incurred to the Bank
                  plus a margin of one hundred percent (100%) and on such dates
                  (if any) in every year as may from time to time be required by
                  the Bank the Company shall obtain 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 debts. Such certificate
                  shall be signed by the Managing Director of the Company for
                  the time being or, if there shall be no Managing Director,
                  then by one of the Directors of the Company. For the purposes
                  of this Sub-clause 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 notwithstanding that
                           the same may be in the possession, order or
                           disposition of the Company;

                  (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)      maintain at all times the aggregate value or the amounts
                  remaining to be paid under the Instalment Credit Agreements
                  for the time being deposited with and approved by the Bank for
                  this purpose (hereinafter called "the Approved Instalment
                  Credit Agreements') (excluding those Approved Instalment
                  Credit Agreements under which instalments are more than six
                  months in arrears) at such sum (if any) as the Bank may from
                  time to time require by not less than one month's notice in
                  writing to the Company and on such dates (if any) in every
                  year as may from time to time be required by 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
                  (including a full explanation as to how that value was
                  calculated);

         (d)      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 in 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


                                      -16-
<PAGE>

                  as the Bank may require and will (unless deposited with a
                  prior mortgagee at the date hereof and for as long as it
                  remains the prior mortgage 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 may 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 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 Clauses 1 and 2 hereof 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;

         (e)      not (except with the prior consent in writing under the hand
                  of an official of the Bank and then only on such terms and
                  conditions as the Bank may specify) sever or remove from the
                  Charged Property First described any trade or other fixtures,
                  fixed plant and machinery for the time being thereon except
                  for the purpose of renewing or replacing the same by trade or
                  other fixtures or fixed plant and machinery of equal or
                  greater value;

         (f)      comply with all relevant licences, consents, permissions and
                  conditions from time to time granted or imposed by the
                  Planning Acts (which shall bear the meaning given to it by
                  Sub-clause 24(a) hereof) and not without the prior written
                  consent of the Bank to enter into any agreement with any
                  relevant planning authority affecting the Charged Property
                  First described;

         (g)      forthwith upon receipt of any permission, notice, order,
                  proposal or recommendation given or issued by any competent
                  planning authority to the owner or occupier of the Charged
                  Property First described or any notice under Section 146 of
                  the Law of Property Act 1925 or otherwise from any superior
                  landlords of the Charged Property First described forward the
                  same or a true copy thereof to the Bank;


                                      -17-
<PAGE>

         (h)      not to make or consent to the making of any application for
                  planning permission or any other application under the
                  Planning Acts affecting the Charged Property First described
                  unless either the Bank has consented in writing to such
                  application being made or a copy of the proposed application
                  has been sent to the Bank at least one month before the date
                  of the application and the Bank raises no objection to the
                  making of the application;

         (i)      permit the Bank or its agents at any time to enter upon the
                  Charged Property First described for the purpose of
                  establishing whether or not the Company is complying fully
                  with its obligations under this Debenture;

         (j)      not take or knowingly fail to take any action which does or
                  might reasonably be expected to adversely affect any
                  registration of the Intellectual Property Rights;

         (k)      maintain and defend the Intellectual Property Rights at all
                  times (including without limitation by paying at the Company's
                  expense all recordal and renewal fees) and taking all action
                  reasonably necessary to defend such Intellectual Property
                  Rights against any action, claim or proceeding brought or
                  threatened by any third party to stop infringements thereof by
                  any third party;

         (l)      not abandon or cancel or authorise any third party to do any
                  act which would or might invalidate and jeopardise or be
                  inconsistent with the Intellectual Property Rights and will
                  not omit or authorise any third party to omit to do any act
                  which by its omission would have that effect or character; and

         (m)      promptly notify the Bank of any infringement by any third
                  party of any Intellectual Property Rights.

6.       ENVIRONMENTAL OBLIGATIONS

         (a)      In this Debenture the expressions:

                  (i)      "Environmental Laws" means all laws (statutory common
                           law or otherwise) including, without limitation,
                           circulars, guidance notes and codes or practice from
                           time to time regulating the carrying on of any
                           process or on premises and any emissions from and all
                           waste produced by such process or activity and any
                           such chemicals or substances relating to the same
                           whether relating to health and safety, the workplace,
                           the environment or the provision of energy (including
                           without limitation the Health and Safety at Work etc
                           Act 1974, the Control of Pollution Act 1974, the
                           Environmental Protection Act 1990, the Water Industry
                           Act 19912, the Water Resources Act 1991, the Clean
                           Air Acts, the Alkali and c. Works Regulation Act
                           1906, the Planning Hazardous Substances Act


                                      -18-
<PAGE>

                           1990, the Public Health Acts and the Radioactive
                           Substances Act 1960 and any European Community
                           legislation regulating the same) from time to time in
                           force and any other instrument, plan, regulation,
                           permission, authorisation and direction made or
                           issued thereunder or deriving validity therefrom; and

                  (ii)     "Environmental License" means any permit, license,
                           authorization, consent or other approval required by
                           or given pursuant to any Environmental Laws.

         (b)      The Company covenants with the Bank that the Company shall:

                  (i)      obtain all requisite Environmental Licenses
                           applicable to the Charged Property and comply with
                           the terms and conditions of same;

                  (ii)     comply with all Environmental Laws applicable to the
                           Charged Property and not permit a contravention of
                           the same;

                  (iii)    notify the Bank of the receipt of and content of all
                           claims, notices or other communication in respect of
                           any alleged breach of any Environmental Law or the
                           terms and conditions of any Environmental Licenses
                           which may, if substantiated, have a material adverse
                           effect on the market value of the Charged Property
                           and shall forthwith take such steps as the Bank may
                           direct to remedy and/or cease the continuation of any
                           such alleged breach;

                  (iv)     promptly pay all fees and other charges in respect of
                           any Environmental License applicable to the Charged
                           Property;

                  (v)      forthwith notify the Bank of the receipt of and the
                           contents of any notices or other communication
                           varying or suspending any Environmental License
                           relating to the Charged Property and forthwith take
                           such steps as the Bank may direct to reinstate in
                           full force and effect any Environmental License so
                           varied or suspended; and

                  (vi)     forth with supply the Bank with copies of any
                           environmental reports, audits or studies undertaken
                           in relation to the Charged Property.

12.      INSTALLMENT CREDIT AGREEMENTS

         (a)      The Company hereby expressly warrants and undertakes in
                  relation to each Approved Installment Credit Agreement, as and
                  when the same is deposited with the Bank:


                                      -19-
<PAGE>

                  (i)      that such Approved Installment Credit Agreement and
                           any security or guarantee provided in relation to it
                           is fully valid and enforceable in accordance with its
                           terms, and that the form and content of the Approved
                           Instalment Credit Agreement any security or guarantee
                           provided in relation to it complies with any relevant
                           law including (without limitation) the Consumer
                           Credit Act 1974 and the regulations made thereunder
                           and that the creditor or owner under any such
                           Instalment Credit Agreement has complied with all
                           other requirements under any such law in relation to
                           the provision of such credit;

                  (ii)     that any deposit or advance payment as the case may
                           be shown as paid under such Approved Instalment
                           Credit Agreement has in fact been paid in the manner
                           therein stated;

                  (iii)    that (except where otherwise agreed) the sum stated
                           in such Approved Instalment Credit Agreement (or in
                           the schedule accompanying such Approved Instalment
                           Credit Agreement) as outstanding in respect of such
                           Approved Instalment Credit Agreement, is in fact
                           outstanding at such date;

                  (iv)     that the particulars of any person providing any
                           security or guarantee and of any assets secured
                           appearing in any such Approved Instalment Credit
                           Agreement are correct in every respect and that such
                           assets are in existence;

                  (v)      that save as otherwise notified the Company is not
                           aware of any proceedings brought against it or
                           threatened or contemplated in respect of any
                           representation, breach of condition, breach of
                           warranty or other express or implied term contained
                           in any Approved Instalment Credit Agreement;

                  (vi)     in any case where the debtor or hirer under an
                           Approved Instalment Credit Agreement is by statute
                           given the right to cancel the Approved Instalment
                           Credit Agreement, that the statutory period of
                           cancellation has expired without the right having
                           been exercised;

                  (vii)    that (save as disclosed in writing to the Bank) no
                           agreement has been entered into, varying the terms of
                           the Approved Instalment Credit Agreement or any
                           security or guarantee provided in relation to it;

                  (viii)   that all documents constituting the Approved
                           Instalment Credit Agreement and any security or
                           guarantee provided in relation to it and all deeds
                           and documents of title connected therewith have been
                           or are deposited with the Bank;


                                      -20-
<PAGE>

                  (ix)     that the Company has no knowledge of any fact which
                           would or might prejudice of affect any right, power
                           or ability of the Bank or any receiver appointed by
                           it to enforce such Approved Instalment Credit
                           Agreement or any security or guarantee provided in
                           relation to it or any term or terms thereof.

         (b)      The Company agrees that it will perform all its obligations
                  (including without limitation obligations as to maintenance)
                  devolving on it by or in relation to the Approved Instalment
                  Credit Agreements and any security or guarantee provided in
                  relation to them.

         (c)      The Company further agrees that it will:

                  (i)      (if it carries on a consumer credit business or a
                           consumer hire business as defined by the Consumer
                           Credit Act 1974) obtain and at all times maintain a
                           current consumer credit license and consumer hire
                           license under the Consumer Credit Act 1974, where
                           appropriate covering in the canvassing off trade
                           premises of debtor-creditor-supplier agreements and
                           consumer hire agreements, and will advise the Bank
                           forthwith should it receive notice from the Director
                           General of Fair Trading that he is minded to refuse
                           any application for he grant or renewal of such
                           license or that he is minded to revoke or suspend any
                           such license; and

                  (ii)     procure that any person by whom the debtor or hirer
                           under any Instalment Credit Agreement was introduced
                           to the Company had and at all relevant times
                           maintains (if required by law so to do) a current
                           credit-broker's license under the Consumer Credit Act
                           1974, where appropriate covering the canvassing off
                           trade premises of debtor-creditor-supplier agreements
                           and consumer hire agreements, and will advise the
                           Bank forthwith should it come to the Company's
                           attention that such license was not at any relevant
                           time maintained.

13.      FRANCHISING LEGISLATION

         (a)      In this Debenture the expression "Enfranchising Legislation"
                  means any legislation conferring upon a tenant or tenants of
                  property (whether individually or collectively with other
                  tenants of that or other properties) the right to acquire a
                  new lease of that property or to acquire or require the
                  acquisition by a nominee of the freehold or any intermediate
                  reversionary interest in that property including (without
                  limitation) the Leasehold Reform Act 1967 and the Leasehold
                  Reform Housing and Urban Development Act 1993 but does not
                  include Part II of the Landlord and Tenant Act of 1954.


                                      -21-
<PAGE>

         (b)      The Company covenants with the Bank as follows:

                  (i)      Where any of the Charged Property First described
                           Clause 3(a) hereof is held under a lease:

                           (aa)     to notify the Bank forthwith if such
                                    property becomes subject to an Estate
                                    Management Scheme pursuant to Chapter IV or
                                    Part I of the Leasehold Reform, Housing and
                                    Urban Development Act 1993 and to provide a
                                    copy of the scheme deed as approved by the
                                    relevant leasehold valuation tribunal;

                           (bb)     to notify the Bank before exercising
                                    (whether individually or collectively with
                                    others) any right conferred upon the Company
                                    in relation to the property by Enfranchising
                                    Legislation and to supply to the Bank such
                                    information as it may reasonably require in
                                    relation to the exercise of such right;

                           (cc)     not without the prior written consent of the
                                    Bank to agree the terms of any new lease of
                                    the property (with or without any further
                                    property) to be granted to the Company
                                    pursuant to any Enfranchising Legislation or
                                    otherwise;

                           (dd)     if as a result of the exercise of any rights
                                    conferred by Enfranchisng Legislation or
                                    otherwise the freehold interest and/or any
                                    intermediate reversionary interest in the
                                    property becomes vested in a third party on
                                    behalf of the Company (with or without
                                    others) forthwith to supply to the Bank
                                    particulars of such third party and (where
                                    such third party is a body corporate)
                                    details of any shares therein to be issued
                                    to the Company and to deliver the share
                                    certificate in respect thereof to the Bank
                                    when received.

                  (ii)     Where any of the Charged Property First described in
                           Clause 3(a) hereof or any part of it is or (without
                           prejudice to Clause 8) becomes subject to any
                           tenancy:

                           (aa)     forthwith to notify the bank on receipt of
                                    (and to provide to the Bank a copy of) any
                                    notices received from any tenant of the
                                    property or any part of it pursuant to the
                                    provisions of any Enfranchising Legislation;


                                      -22-
<PAGE>

                           (bb)     not without the prior written agreement of
                                    the Bank to serve upon any tenant of the
                                    property or any part of it a notice pursuant
                                    to the provisions of any Enfranchising
                                    Legislation;

                           (cc)     to serve such notices in such form and to
                                    take such other steps as the Bank may
                                    reasonably require following the exercise by
                                    any tenant of the property or any part of it
                                    of any rights arising under Enfranchising
                                    Legislation;

                           (dd)     not without the prior written agreement of
                                    the Bank to enter into any agreement to
                                    grant a new lease to any tenant of the
                                    property or any part of it pursuant to or in
                                    consequence of the operation of any
                                    Enfranchising Legislation; and

                           (ee)     not without the prior written agreement of
                                    the Bank to enter into any agreement
                                    pursuant to or in consequence of the
                                    operation of any Enfranchisng Legislation to
                                    transfer to any person or persons the
                                    Company's interest in the property subject
                                    to the security hereby created and (if such
                                    agreement be given) to provide to the Bank
                                    such information in respect of any such
                                    transfer and its terms (including the
                                    identity of the transferees) as the Bank may
                                    reasonably require.

14.      POWER OF ATTORNEY

         The Company hereby irrevocably appoints the Bank and the persons
         deriving title under it and its and their substitutes and any receiver
         or receivers appointed under the foregoing provisions hereof jointly
         and also severally to be its attorney for it and in its name and on its
         behalf and as its act and deed or otherwise to make any alteration or
         addition or deletion in or to and/or to execute any deed or document
         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 or otherwise execute and deliver and perfect any such legal
         or other assignment, mortgage, security, charge, agreement, or other
         legal documentation as aforesaid and to give notice thereof or of the
         charges hereby effected and to perfect the same or (without executing
         any such assignment mortgage, security, charge, agreement or other
         legal documentation) and deed, assurance, 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 Clauses 6, 7 or 9 hereof or
         otherwise) on or in connection with any sale, realisation, disposal,
         lease, tenancy or surrender or getting in by the Bank or by any such
         receiver or receivers as aforesaid under any power applicable thereto
         or in connection with any other exercise of any power hereunder and
         (without limiting the generality of the foregoing) to


                                      -23-
<PAGE>

         sign or otherwise execute and deliver on behalf of or in the name of
         the company any legal or equitable mortgage on any Interests in
         Securities, to do any thing which the attorney may consider necessary
         or desirable to do consequent upon regulations made pursuant to Section
         207 of the Companies Act 1989 and to file any particulars or other
         documents considered by the attorney to be necessary or desirable to be
         filed with the Registrar of Companies pursuant to any of the sections
         in Part XII or Chapter III of Part XXIII of the Companies Act 1985.
         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 the Bank or any such
         receiver or receivers or by the Company at its, his or their instance
         in the exercise or purported exercise of its, his or their powers and
         (ii) all transactions entered into by the Bank or any such receiver or
         receivers in signing or otherwise executing and delivering and
         otherwise perfecting any assignment, mortgage, security, charge, deed,
         agreement, other legal documentation, assurance or act as aforesaid.
         The Company irrevocably acknowledges and agrees that the said power of
         attorney is given to the bank and to the receiver or receivers (inter
         alia) to secure the performance of the obligations owed to it, him or
         them by the Company.

15.      INDEMNITY

         The Company hereby agrees to indemnify the Bank and any receiver or
         receivers appointed by it and their respective employees and agents (as
         a separate covenant with each such person indemnified) against:

         (a)      all existing and future rents, rates, taxes, duties, charges,
                  assessments and outgoings now or at any time payable in
                  respect of the Charged Property or by the owner or occupier
                  thereof; and

         (b)      all costs, claims, demands, expenses, charges, assessments,
                  impositions, fines and sums and the consequences of any
                  proceedings or prosecutions arising directly or indirectly
                  from or in connection with any breach by the Company of any
                  Environmental Law;

         in each case, whether imposed by deed or statute or otherwise and
         whether of the nature of capital or revenue and even though of a wholly
         novel character. If any such sums shall be paid by the Bank or any such
         receiver or receivers or any of their respective employees or agents,
         the same shall be paid by the Company on demand with interest as
         provided in Clauses 1 and 2 hereof from the time or respective times of
         the same having been paid or incurred to the date of payment in full,
         but the Bank shall not be deemed to have taken possession of the
         Charged Property by reason of such payment.

16.      NOTICE OF SUBSEQUENT CHARGES, ETC.


                                      -24-
<PAGE>

         If the Bank receives notice of any subsequent assignment, mortgage,
         security, charge 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.

17.      SET-OFF

         Without prejudice to any other rights whatsoever which the Bank may
         have whether under general law or by implication or otherwise, the Bank
         shall have 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 any designation which
         includes the name of the Company) 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 notice
         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 and whether as principal or
         surety. In the case of all accounts (whether denominated in sterling or
         in a foreign currency) the Bank may at its sole discretion, and with or
         without notice to the Company, elect to convert all or any of the sum
         or sums standing to the credit of any such account or accounts (in
         whole or in part) into the currency or currencies of the whole or any
         part of the money and liabilities hereby secured (deducting from the
         proceeds of the conversion any currency premium or other expense) and
         the rate of exchange shall be the Bank's spot rate for selling the
         currency or currencies of the money and liabilities hereby secured for
         the currency of the sum standing to the credit of such account at or
         about 11:00 a.m. in London on the date that the Bank exercises its
         rights of conversion hereunder.

18.      NOTICES AND DEMANDS

         (a)      Any notice or demand by the Bank shall be deemed to have been
                  sufficiently given or made if:

                  (i)      sent by hand or prepaid letter post to or left at the
                           registered office of the Company stated herein or the
                           address of the Company last known to the Bank; or

                  (ii)     sent by telex or facsimile to the last known telex or
                           facsimile number relating to any such address or
                           office.


                                      -25-
<PAGE>

         (b)      Any such notice or demand given or made under Sub-clause 18(a)
                  shall be deemed to have been served on the Company:

                  (i)      at the time of delivery or, as the case may be, at
                           the time it is left at the address referred to in
                           Sub-clause 18(a) (i) above, if sent by hand;

                  (ii)     at the earlier of the time of delivery or 10:00 a.m.
                           on the day after posting (or, if the day after
                           posting be a Sunday or any other day upon which no
                           delivery of letters is scheduled to be made, at 10:00
                           a.m. on the next succeeding day on which delivery of
                           letters is scheduled to be made), if sent by prepaid
                           letter post;

                  (iii)    at the time of transmission, if sent by telex or
                           facsimile (and a facsimile shall be deemed to have
                           been transmitted if it appears to the sender to have
                           been transmitted from a machine which is apparently
                           in working order); or

                  (iv)     on the expiry of 72 hours from the time of despatch
                           in any other case.

         (c)      Service of legal proceedings in the manner described in
                  Sub-clause 18(a) (i) above shall be deemed to constitute good
                  service.

         (d)      Any notice or communication required to be served by the
                  Company of the Bank under the terms of this Debenture shall be
                  sent by recorded delivery or registered post to the Bank at
                  the address stated herein or at such other address as may be
                  notified in writing by the Bank to the Company for this
                  purpose.

19.      CURRENCY CONVERSION

         The Bank may at its sole discretion, and with or without notice to the
         Company, elect to convert all or any part of any sum received by the
         Bank pursuant to this Debenture (in whole or in part) into the currency
         or currencies of the whole or any part of the money and liabilities
         hereby secured (deducting from the proceeds of the conversion any
         currency premium or other expense) and the rate of exchange shall be
         the Bank's spot rate for selling the currency or currencies of the
         money and liabilities hereby secured for the currency of the sum
         received by the Bank hereunder at or about 11:00 a.m. in London on the
         date that the Bank exercises its right of conversion hereunder.

20.      PAYMENTS AND COSTS

         (a)      The Bank may apply, allocate or appropriate the whole or any
                  part of any payment made by the Company hereunder and any
                  moneys received by the Bank from any receiver or receivers
                  appointed by the Bank hereunder or from any


                                      -26-
<PAGE>

                  liquidator or administrator of the Company or from the
                  proceeds of realization of any part of the Charged Property to
                  such part or parts of the money and liabilities due owing or
                  incurred by the Company to the Bank as the Bank may in its
                  sole discretion think fit to the entire exclusion of any right
                  of the Company to do so.

         (b)      If any payment made by or on behalf of the Bank hereunder
                  includes Value Added Tax or if any payment due to the Bank
                  hereunder shall be in reimbursement of any expenditure by or
                  on behalf of the Bank which includes Value Added Tax, then
                  such Value Added Tax shall be payable by the Company to the
                  Bank on demand.

         (c)      Without prejudice to the generality of Clauses 1 and 9 hereof,
                  the Company shall pay to the Bank all costs incurred or
                  suffered by the Bank, and any receiver or receivers appointed
                  by the Bank shall be entitled to recover as a receivership
                  expense all costs incurred or suffered by him or them:

                  (i)      in connection with any application under Part II or
                           III of the Insolvency Act 1986; and

                  (ii)     in defending proceedings brought by any third party
                           impugning the Bank's title to this security or the
                           enforcement or exercise of the rights and remedies of
                           the Bank or of such receiver or receivers hereunder.

21.      NON-MERGER, ETC

         (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
                  Debenture shall not release or discharge the Company from any
                  liability to the Bank for the same or any other money which
                  may exist independently of this Debenture, nor shall it
                  release or discharge the Company from any liability to the
                  Bank under the indemnity contained in Clause 15.

         (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 Debenture operates as a collateral or further
                  security, the security 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.


                                      -27-
<PAGE>

         (c)      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.

22.      PARTIAL INVALIDITY

         Each of the provisions in this Debenture shall be severable and
         distinct from one another and if at any time 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.

23.      MISCELLANEOUS

         (a)      Nothing that shall be done by or on behalf of the Bank shall
                  render it liable to account as a mortgagee in possession for
                  any sums other than actual receipts.

         (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.

         (c)      Any change in the constitution of the Bank or its absorption
                  of or amalgamation with any other person or the acquisition of
                  all or part of its undertaking by any other person shall not
                  in any way prejudice or affect its or their rights hereunder
                  and the expression "Bank" shall include any such other person.

         (d)      If (but for this Sub-clause) any company which has issued any
                  Securities would by virtue of this Debenture be a "subsidiary
                  undertaking" or "associated undertaking" (both as defined by
                  the Companies Act 1985) of the Bank, then the Bank or its
                  nominee shall only exercise any voting rights in relation to
                  such Securities in accordance with the Company's instructions
                  an in the Company's interest, except where the Bank or its
                  nominee is exercising such voting rights for the purpose of
                  preserving the value of the security hereby created or for the
                  purpose of realising such security.

         (e)      Unless and until the Bank shall have made demand for payment
                  of any or all the money or liabilities hereby secured or one
                  of the other events mentioned in Sub-clause 9(a) hereof shall
                  have occurred, the Bank shall not be entitled (except for the
                  purposes mentioned in Sub-clause 10(d) hereof) to enter upon
                  the Company's freehold or leasehold or heritable property or
                  to obtain possession thereof.

24.      INTERPRETATION

         (a)      In this Debenture:


                                      -28-
<PAGE>

                  (i)      any reference to a statute shall be construed as a
                           reference to that statute as modified or re-enacted
                           from time to time or any analogous provision or rule
                           under any applicable foreign law;

                  (ii)     any reference to a person shall include an
                           individual, company, partnership, joint venture,
                           association, organization or trust (in each case,
                           whether or not having separate legal personality);

                  (iii)    the expression "Planning Acts" means all legislation
                           from time to time regulating the development, use,
                           safety and control of property including without
                           limitation the Town and Country Planning Act 1990 and
                           any other instrument, plan, regulation, permission
                           and direction made or issued thereunder or deriving
                           validity therefrom; and

                  (iv)     any reference to a currency or currencies shall
                           include the unit of account known as the European
                           Currency Unit (ECU) or any currency or currencies
                           that may at any time in the future be adopted by all
                           or any countries of the European Union.

         (b)      Except where other-wise expressly provided, the scope of each
                  part of the Charged Property described in Sub-clause 3(a)
                  hereof shall not in any way be limited or restricted by
                  reference to or inference from the description of any other
                  such part.

         (c)      For the avoidance of any doubt, the rights, powers and
                  discretions conferred upon the Bank by or pursuant to this
                  Debenture shall (unless otherwise expressly stated) apply and
                  be exercisable regardless of whether a demand has been made by
                  the Bank of any money or liabilities hereby secured and
                  regardless of whether the power of sale or other powers and
                  remedies conferred on mortgagees by the Law of Property Act
                  1925 or this Debenture shall have arisen or become
                  exercisable.

         (d)      The clause headings shall be ignored in construing this deed.

         (e)      The expression "the Bank" hereinbefore used shall include the
                  Bank's successors in title and/or assigns, whether immediate
                  or derivative, and any such other person as is referred to in
                  Clause 23(c). Any appointment or removal under Clause 9 hereof
                  or consents hereunder may be made or given by writing, signed
                  or sealed, by any such successors and assigns and the Company
                  hereby irrevocably appoints each of such successors and
                  assigns to be its attorney in the terms and for the purposes
                  in Clause 14 hereinbefore set forth.


                                      -29-
<PAGE>

IN WITNESS whereof the parties hereto have signed or sealed this Debenture as a
deed and have delivered it upon its being dated.


                                      -30-
<PAGE>


                                  THE SCHEDULE
                                (Registered Land)

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

Premises at                     County/District         Registered at H.M. Land
                                                        Registry under Title No.


                                      -31-
<PAGE>


                  THE COMMON SEAL OF

                  ADAYTUM LIMITED

                  WAS AFFIXED TO THIS DEED IN THE PRESENCE OF:

                  ___________________________DIRECTOR

                  ___________DIRECTOR/COMPANY SECRETARY

                  OR

                  SIGNED AS A DEED ON BEHALF OF

                  ADAYTUM LIMITED

                  /s/ Mike Hartley              DIRECTOR
                  -----------------------------

                  /s/ James Williams COMPANY SECRETARY
                  ------------------

                  SIGNED AS A DEED BY

                  /s/ Ian Courthope Wood
                  ------------------------------------------------
                  AS ATTORNEY FOR AND ON BEHALF OF LLOYDS BANK, PLC
                  IN THE PRESENCE OF:

                  ____________________________________________

                  ____________________________________________


                                      -32-
<PAGE>


THIS DEED OF 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

WITNESSES that the Bank HEREBY 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

IN WITNESS whereof the Bank has signed this instrument as a deed and has
delivered it upon its being dated.

SIGNED as a deed by

_________________________________________________
as Attorney for and on behalf of LLOYDS BANK, PLC
in the presence of:

_________________________________________________

_________________________________________________


                                       33