Prepared by MerrillDirect





EX-10.1


ADVICE
OF BORROWING TERMS




	Relationship Office:	South Yorkshire Corporate Business Centre	 	Date:    
  20 March 2001






 




	Borrower(s)	Registered Number:
	CJVander
  Limited	763852
	International
  Silver Company Limited	03768277






 


We intend that
the facilities listed in Part 1 of the attached Facility Schedule (the
"on-demand facilities") should remain available to the borrower(s)
until 13 September 2001 and all facilities should be reviewed on or before that
date.  The facilities are, however,
subject to the following:-


•            the terms and conditions below,

•            the specific conditions
applicable to an individual facility as detailed in the Facility Schedule,

•            the Security detailed in the
attached Security Schedule, and

•            the attached General Terms.


All amounts outstanding are
repayable on demand which may be made by us at our discretion at any time and
the facilities may be withdrawn, reduced, made subject to further conditions or
otherwise varied by us giving notice in writing.


Conditions:

The
following conditions must be satisfied at all times while the facilities are
outstanding, but this will not affect our right to demand repayment at any
time:


•            Monthly management accounts to be
provided to us within 21 days of the end of the month to which they relate; to
include Profit & Loss, Balance Sheet and Aged Debtor/Creditor listings with
suitable commentary / explanations re any divergence from budget.


•            Facilities remain available subject
to our agreed lending formula calculated on the following basis:


[Debtors 
< 3 months + Stock x 40%] to cover utilised facilities in a ratio of
minimum 2:1



•            The advance Payment Guarantees in
favour of Charles Kendall & Partners Limited are issued subject to the
advance payment monies are held in a separate account designated NatWest Bank
re C J Vander Ltd.  Interest accrued on
the balance of this account to be credited to the account of C J Vander Limited
on the bank's standard interest payment dates.


•            Given the current trading of C J
Vander Ltd and insolvent balance sheet footings (ie treating the parental
support as a long term liability), we will continue to extend existing levels
of support on the basis of the clear integrity of the parent undertaking.





Interest Set Off:

Cleared debit
and cleared credit balances in the same currency on non-interest bearing
current accounts and loan accounts repayable on demand specified below (the
"Interest Set Off Accounts") will be used to calculate, on a daily
basis, the net cleared debit balance of the Interest Set Off Accounts.  The interest Set Off Accounts, which we have
agreed are to be set off for interest calculation purposes, are detailed in the
attached Facility Schedule which also specifies the frequency at which interest
will be payable and the rate or rates at which it will be charged on the net
cleared debit balance.


Cleared debit
balances which are set off on a daily basis by cleared credit balances on the
Interest Set Off Accounts will incur interest at the Set Off Rate specified in
the attached Facility Schedule.


 


	/s/  A
  Tyas


	Corporate Manager
	For and on behalf of National Westminster Bank
  Plc



Acceptance:

•            To signify your agreement to
the terms and conditions outlined above please sign and return the enclosed
copy of this Advice of Borrowing Terms within 28 days.


Form
of Acceptance


I accept the
facility/facilities on the above terms and conditions and confirm that that I
have been authorised by the Board(s) of Directors of the Borrower(s) to sign
this Form of Acceptance on behalf of the Borrower(s).


	By (name and title): /s/ Stephen Wilfin,
  Controller	Date 
  30 March 2001
	 	 
	For and on behalf of:  C J Vander Limited	 



 





Facility Schedule


Part 1 – Facilities repayable
on Demand:


Group
Composite

Facility


	Accounts
  included in the 

  Group Facility Arrangement:	Name:

	Account
  Number:


	C.
  J Vander Limited 

  International Silver Company Limited	 
	Limit:  Gross	£250,000
	Limit:  Net	£250,000
	Purpose:	To
  finance working capital via Overdraft / Documentary Credits
	Repayment:	Fully
  fluctuating
	1st
  Debit Interest Rate:	1.00%
  above the Bank’s Base rate for the overdraft only
	2nd
  Debit Interest Rate:	4.00%
  above the Bank’s Base rate on borrowing in excess of agreed facilities for
  the overdraft only
	Interest
  Payable:	Quarterly
	Arrangement
  Fee:	£1,250.00
  to be debited on 20th March 2001 to cover the 6 month period to
  13/9/2000.
	Excess
  Fees:	We
  will be entitled to charge an excess fee at the Bank’s published rate for
  each day any agreed limit is exceeded (see our “Services & Charges for
  Business Customers” brochure for details).



Interest
Set-Off Arrangement


	The
  Interest Set-Off Accounts	Name:

	Account
  Number:


	 	C.
  J Vander Limited 

  International Silver Company Limited	 
	1st
  Debit Interest Rate:	1.0%
  above the Bank’s Base rate
	2nd
  Debit Interest Rate:	4.00%
  above the Bank’s Base rate on borrowing in excess of agreed facilities
	Set-Off
  Rate:	0%
  per annum
	Interest/Set-Off
  Payable:	Quarterly
	Account
  to be debited:	 






Facilities not
subject to a Group / Composite Facility.


Terminable
Indemnities


	Name
  of Borrower:	C
  J Vander Limited
	Limit:	£
  221,876
	Type
  and Purpose:	Advance
  Payment Guarantee in favour of Charles Kendall & Partners Limited
	Basis
  of Expiry:	delivery
  of goods
	Arrangement
  Fee:	0.5%
  of outstanding value per annum payable monthly in advance to account number
	Indemnity
  Fee:	1.5%
  of outstanding value per annum payable quarterly in advance, to be debited to
  account number



Cheque Negotiations


	Name
  of Borrower:	C
  J Vander Limited
	Limit:	£10,000
	Purpose:	Negotiation
  of Foreign Cheques with Recourse
	Fees:	Subject
  to separate tariff, calculated on sterling value of cheque. Information
  available upon request or at the time the service is provided.



Settlement Risk


	Name
  of Borrower:	C
  J Vander Limited / International Silver Company Ltd
	Limit/Frequency:	£60,000
  per day
	Type
  and Purpose:	Facilitate
  BACS payments via Bankline Payaway



Settlement Risk


	Name
  of Borrower:	C
  J Vander Limited / International Silver Company Ltd
	Limit/Frequency:	£
  140,000 at any one time
	Type
  and Purpose:	Facilitate
  payments abroad via Bankline Payment Manager






 


Security
Schedule


We rely on the
security detailed below (and require additional security where specified) to
repay, on demand, all your current and future liabilities (both actual and
contingent) to us.  These liabilities
include, without limitation, those incurred by you under the facility(ies)
specified in the Facility Schedule.


 


	Date
  Executed/New:

	Security

	 	Given/to
  be given by:


	27/09/89	Cross
  Guarantee Structure	 	between
  C J Vander Ltd Roberts & Belk Ltd, John Biggin Ltd, Modern Silverware
  Products Ltd, Vander Properties Ltd and 
  C J Vander (Antiques) Ltd.
	21/9/99	Cross
  guarantee	 	between
  C J Vander Ltd & International Silver Co. Ltd.
	13/01/74	Mortgage
  Debenture incorporating an equitable charge over Vander House providing Fixed
  and Floating Charge over all company assets	 	C
  J Vander Ltd
	11/11/85	Supplemental
  Specific Charge over book debts	 	C
  J Vander Ltd
	8/10/99	Mortgage
  Debenture providing Fixed and Floating charge over all company assets.	 	International
  Silver Company Ltd.
	30/01/74	Mortgage
  Debenture providing Fixed and Floating charge over all company assets.	 	Roberts
  & Belk Ltd.
	04/09/91	Supplemental
  Specific Charge over book debts	 	Roberts
  & Belk Ltd.
	26/04/78	Mortgage
  Debenture providing Fixed and Floating charge over all company assets.	 	John
  Biggin Ltd.
	12/03/92	Mortgage
  Debenture providing Fixed & Floating charge over all company assets.	 	Modern
  Silverware Products Ltd.
	27/09/89	Mortgage
  Debenture providing Fixed and Floating charge over all company assets.	 	C
  J Vander (Antiques) Ltd.