<PAGE>



                              DATED MARCH 31, 2000





                              GEOLOGISTICS LIMITED



                                       and



                            BURDALE FINANCIAL LIMITED






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

                               FACILITY AGREEMENT

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





<PAGE>

<TABLE>

                                    CONTENTS


<S>                                                                                                          <C>
1.    INTERPRETATION..........................................................................................1
2.    CONDITIONS PRECEDENT...................................................................................13
3.    THE FACILITY...........................................................................................14
4.    RESTRICTIONS ON UTILISATIONS...........................................................................14
5.    UTILISATION OF FACILITY................................................................................16
6.    REPAYMENT AND PREPAYMENT...............................................................................19
7.    INTEREST AND COMMISSION................................................................................21
8.    RECEIVABLES, STOCK AND EQUIPMENT.......................................................................21
9.    COLLECTION OF RECEIVABLES..............................................................................26
10.   PAYMENTS AND TAXES.....................................................................................28
11.   INCREASED COSTS........................................................................................30
12.   ILLEGALITY AND MONETARY UNION..........................................................................31
13.   GENERAL REPRESENTATIONS AND WARRANTIES.................................................................32
14.   GENERAL UNDERTAKINGS...................................................................................34
15.   EVENTS OF DEFAULT......................................................................................43
16.   COSTS, EXPENSES AND FEES...............................................................................46
17.   INDEMNITIES............................................................................................47
18.   EVIDENCE OF INDEBTEDNESS...............................................................................49
19.   NOTICES................................................................................................49
20.   WAIVER, REMEDIES CUMULATIVE............................................................................49
21.   INVALIDITY.............................................................................................50
22.   ASSIGNMENT AND PARTICIPATION...........................................................................50
23.   GOVERNING LAW AND JURISDICTION.........................................................................50
24.   DISCLOSURE OF INFORMATION..............................................................................51
25.   COUNTERPARTS...........................................................................................52

SCHEDULE 1...................................................................................................53
SCHEDULE 2...................................................................................................56
SCHEDULE 3...................................................................................................60
SCHEDULE 4...................................................................................................61
SIGNATORIES..................................................................................................63
</TABLE>




<PAGE>



THIS AGREEMENT is dated March 31, 2000

BETWEEN:

(1)        GEOLOGISTICS LIMITED (Registered in England and Wales No. 00112456)
           (the "COMPANY"); and

(2)        BURDALE FINANCIAL LIMITED (Registered in England and Wales No.
           2656007) ("BURDALE").

IT IS AGREED:

1.         INTERPRETATION

1.1        DEFINITIONS

           In this Agreement:

           "ACCOUNT DEBTOR" means a debtor of the Company in respect of a
           Receivable.

           "ACCOUNT BANKS" means each bank at which a Charged Account is held
           and which has been given and has acknowledged all notices required by
           the Debenture.

           "ACTUAL DAY OF PAYMENT" in relation to a Purchased Receivable means
           the date on which full payment in respect of that Purchased
           Receivable is made into the Blocked Accounts by the relevant Account
           Debtor or the Company.

           "AVAILABILITY LIMITS" means the Receivables Limit and the L/C Limit
           and each other limit on Utilisations specified in Clause 4.

           "AVAILABILITY PERIOD" means the period from the opening of business
           in London on today's date until close of business in London on the
           date falling five Business Days prior to the Final Repayment Date or
           such later date as Burdale may agree.

           "AVAILABILITY RESERVES" means, as of any date of determination, such
           amounts as Burdale may from time to time establish and revise in good
           faith reducing the amount for the purchase of Receivables or the
           issuance, or procurement, of L/Cs which would otherwise be available
           to the Company under the purchase formula(s) provided for herein: (a)
           to reflect events, conditions, contingencies or risks which, as
           reasonably determined by Burdale in good faith, do or may affect
           either (i) the Collateral or any other property which is security for
           the Obligations or its value, (ii) in any materially adverse respect,
           the assets, business or condition (financial or other) of the Company
           or any Obligor or (iii) the security interests and other rights of
           Burdale in the Collateral (including the enforceability, perfection
           and priority thereof) or (b) to reflect Burdale's reasonable good
           faith belief that any collateral report or financial information
           furnished by or on behalf of the Company or any Obligor to Burdale is
           or may have been incomplete, inaccurate or misleading in any material
           respect or (c) to reflect any state of facts which Burdale reasonably
           determines in good faith constitutes an Event of

<PAGE>

           Default or Default. Without limiting the generality of the foregoing,
           an Availability Reserve shall be established by Burdale from time to
           time in such amounts as Burdale may reasonably determine to reflect
           (a) that Dilution Rate as of any date with respect to the Receivables
           for the immediately preceding twelve (12) month period or for the
           immediately preceding three (3) month period (whichever percentage is
           higher) exceeds five percent (5%), (b) any variances in the ageings
           of accounts receivable provided to Burdale pursuant to Clause
           8.1(b)(i) of this Agreement, (c) any unapplied cash which has not yet
           been applied to the Receivables, and (d) any pass through receivables
           or collections for shipping charges and cost of goods owed to the
           Company by the receiving party of such goods and owed by the Company
           to the shipping party of such goods.

           "BLOCKED ACCOUNT" means each of the Company's accounts with Barclays
           Bank PLC, Broadgate CBC, 155 Bishopsgate EC2M 3XA, sort code
           20-19-90, and being:

           (a)        account number 30904813; and
           (b)        account number 60669237,

           (as the same may be redesignated, renumbered or renamed from time to
           time), or such other account as previously approved by Burdale
           (together, the "BLOCKED ACCOUNTS").

           "BORROWERS" means each of GLNS, BVL, GLS and GLA.

           "BVL" means Bekins Van Lines, LLC, a Delaware limited liability
           company.

           "BUSINESS DAY" means any day not being a Saturday, Sunday or Bank
           holiday when banks are open for business in London.

           "CANADIAN EXCESS AVAILABILITY" is defined in the Canadian Loan
           Agreement.

           "CANADIAN FACILITY" means the credit facility in the maximum amount
           of Fifteen Million Dollars ($15,000,000) (which may be adjusted from
           time to time in accordance with the terms of the Loan Agreement and
           the Canadian Loan Agreement) provided by Congress Financial
           Corporation (Canada) to GL Canada pursuant to the Canadian Loan
           Agreement

           "CANADIAN LOAN AGREEMENT" means a Loan Agreement dated on or about
           today's date between Congress Financial Corporation (Canada) and GL
           Canada, as the same now exists or may hereafter be amended, modified,
           supplemented, extended, renewed, restated or replaced.

           "CASH REQUEST" means a request for Burdale to pay to the Company an
           amount of unpaid Purchase Price and/or the proceeds of a Loan in
           substantially the form set out in Schedule 2 Part II.

           "CHARGED ACCOUNTS" means the Blocked Accounts and the Other Accounts.


<PAGE>

           "COLLATERAL" means any of the assets and undertaking of the Corporate
           Obligors charged to Burdale pursuant to the Debenture.

           "CONGRESS" means Congress Financial Corporation (Western), a
           corporation under the laws of California in the United States of
           America.

           "CORPORATE OBLIGOR" means each Obligor which is not a natural person.

           "DAILY RATE" means L500 per person per day.

           "DEBENTURE" means the debenture executed or to be executed by the
           Company in favour of Burdale.

           "DEED OF PRIORITIES" means the deed of priorities dated on or about
           the date of this Agreement made between the Company, Barclays Bank
           PLC and Burdale.

           "DEFAULT" means any Event of Default and any event which with the
           giving of notice and/or lapse of time and/or as a result of any
           Utilisation and/or determination of materiality and/or fulfilment of
           any condition (or any combination of the foregoing) may constitute an
           Event of Default.

           "DEFAULT RATE" means the rate determined by Burdale to be 2% above
           the Purchase Rate from time to time.

           "DILUTION RATE" means for any period, the ratio (expressed as a
           percentage) of (a) the aggregate amount of reductions in the
           Receivables for such period other than as a result of payments in
           cash to (b) the aggregate amount of total sales of the Company for
           such period.

           "DOLLAR" and "$" means dollars in the lawful currency of the United
           States.

           "EBITDA" is defined in the Loan Agreement.

           "ELIGIBLE RECEIVABLES" means, at any time, any Receivables which are
           and continue to be acceptable to Burdale at such time and which are
           not Ineligible Receivables.

           "ELIGIBLE UNBILLED RECEIVABLES" means, at any time, any Receivable:

           (a)    which is an Ineligible Receivable solely by virtue of the
                  criteria in paragraph (h) of the definition of Ineligible
                  Receivables; and

           (b)    in relation to which the provision of goods and services to
                  which such Receivable relates has been completed or is in the
                  process of completion in accordance with the terms and
                  provisions contained in any documents relating thereto; and

           (c)    which remains fully or partly unbilled no more than thirty
                  (30) days after the sale and delivery of the goods and/or the
                  completion of the services giving rise thereto.


<PAGE>

           "END DATE" in relation to an L/C means the earlier of the expiry date
           of such L/C and the date on which the L/C is drawn in full.

           "ENCUMBRANCE" means any mortgage or deed of trust, pledge,
           hypothecation, assignment, deposit arrangements, lien, charge,
           security interest, easement or encumbrance or other security
           agreement or preferential arrangement of any kind or nature
           whatsoever (including, without limitation, any agreement to sell or
           otherwise dispose of any assets on terms whereby any such asset may
           be leased to or reacquired or acquired by any Obligor or any title
           retention agreement having substantially the same economic effect as
           any of the foregoing).

           "EQUIPMENT" means all the Company's present and future equipment,
           machinery, computers and computer hardware and software (whether
           owned or licensed), vehicles, tools, furniture and fixtures and all
           attachments, accessories and property now or in future relating to
           them or used in connection with them and replacements and
           substitutions for them wherever located.

           "EVENT OF DEFAULT" means any of the events specified in Clause 15.1.

           "EXCHANGE RATE" means the prevailing spot rate of exchange of such
           bank as Burdale may select for the purpose, at or around 11.00 a.m.
           on the date on which any conversion of currency is to be made under
           this Agreement.

           "FACILITY" means the Receivables Finance Facility.

           "FACILITY LIMIT" means the greater of L15,000,000 or $25,000,000
           (calculated at the Exchange Rate).

           "FINAL REPAYMENT DATE" means the third anniversary of today's date
           provided that if the term of the Loan Agreement shall be renewed,
           continued or extended pursuant to Section 12.1 of the Loan Agreement,
           the Final Repayment Date shall automatically be extended to the same
           day.

           "FINANCING AGREEMENTS" is defined in the Loan Agreement.

           "FINANCE DOCUMENTS" means this Agreement, the Security Documents, the
           Deed of Priorities and/or all other agreements, documents and
           instruments at any time executed and/or delivered by any Obligor or
           any Related Company in favour of Burdale (each a "FINANCE DOCUMENT").

           "FOREIGN CURRENCY" means any currency other than Sterling which is
           freely available and transferable.

           "GAAP" means accounting principles, standards and practices generally
           accepted in the United Kingdom as in effect from time to time.

           "GIFL" means GeoLogistics International Finance Ltd., a limited
           liability company organised under the laws of Ireland.


<PAGE>

           "GLA" means GeoLogistics Americas, Inc., a Delaware corporation.

           "GLC" means GeoLogistics Corporation, a Delaware Corporation.

           "GLC GUARANTEE" means the guarantee and indemnity executed or to be
           executed by GLC in favour of Burdale in relation to the obligations
           of the Company to Burdale.

           "GL BERMUDA" means GeoLogistics Holdings (Bermuda) Limited, a company
           incorporated in Bermuda.

           "GL CANADA" shall mean GeoLogistics, Co., an unlimited liability
           company under the laws of Nova Scotia, Canada.

           "GLNS" means Bekins Worldwide Solutions, Inc., a Delaware
           corporation.

           "GLS" means GeoLogistics Services, Inc., a Delaware corporation.

           "INELIGIBLE RECEIVABLES" means any Receivable:

           (a)    which does not arise from the actual and bona fide sale and
                  delivery of goods by the Company or rendering of services by
                  the Company in the ordinary course of its business which
                  transactions are completed in accordance with the terms and
                  provisions contained in any documents relating to such
                  transactions;

           (b)    which remains fully or partly unpaid after its Maturity Date
                  or such longer period as may be agreed by Burdale;

           (c)    owing by a single Account Debtor if Receivables representing
                  50% or more of the aggregate balance owing by such Account
                  Debtor to the Company are not Eligible Receivables by reason
                  of the operation of paragraph (b) above;

           (d)    with respect to which the Account Debtor is a director,
                  officer, employee, Subsidiary or affiliate of the Company;

           (e)    with respect to which the Account Debtor has or has asserted a
                  counterclaim or has a right of set off, to the extent of such
                  counterclaim or set off;

           (f)    with respect to which Burdale does not have a valid, equitable
                  assignment under the Finance Documents;

           (g)    as to which performance has not been completed by the Company
                  or as to which all goods and services in connection with such
                  Receivable have not been delivered to or performed for the
                  Account Debtor or which is not fully assignable;

           (h)    which has not been invoiced;


<PAGE>

           (i)    with respect to which the Account Debtor is the subject of any
                  bankruptcy or insolvency proceeding in any jurisdiction or has
                  made an assignment for the benefit of creditors or whose
                  assets have been conveyed to a receiver, administrator,
                  trustee or other insolvency official;

           (j)    with respect to which the Account Debtor's obligation to pay
                  the Receivable is conditional upon the Account Debtor's
                  approval or is otherwise subject to any repurchase obligation
                  or right of return, as with sales made on a bill-and-hold,
                  guaranteed sale, sale-and-return, sale on approval (except
                  with respect to Receivables in connection with which Account
                  Debtors are entitled to return goods on the basis of the
                  quality of those goods) or consignment basis;

           (k)    with respect to which any of the representations and
                  warranties contained in Clause 8.3 proves to be incorrect in
                  any respect;

           (l)    owed by an Account Debtor incorporated or resident outside the
                  United Kingdom, unless such Receivable is subject to valid and
                  enforceable credit insurance payable to Burdale issued by an
                  insurer on terms and in an amount acceptable to Burdale as
                  determined by it in good faith and the aggregate invoice
                  values owed by that relevant Account Debtor are within the
                  insured limit;

           (m)    owed by an Account Debtor whose total indebtedness to the
                  Company, as determined by the Company in good faith, exceeds
                  any credit limit set by Burdale from time to time with respect
                  to that Account Debtor and communicated to the Company in
                  writing prior to the date of determination to the extent such
                  Receivable breaches that credit limit provided that any
                  reduction in the credit limit as to a particular Account
                  Debtor will not cause any Receivables owing by that Account
                  Debtor as of the date of such reduction not to qualify as
                  Eligible Receivables;

           (n)    where there are facts, events or occurrences which would
                  impair the validity or enforceability of or otherwise the
                  legal right to collect that Receivable or would give the
                  Account Debtor relating to that Receivable the legal right to
                  reduce the amount payable or delaying payment of that
                  Receivable; and

           (o)    which are not Sterling Receivables.

           "L/CS" means letters of credit, merchandise purchase or other
           guarantees which are from time to time either (a) issued or opened by
           Burdale for the account of the Company or (b) with respect to which
           Burdale has agreed to indemnify the issuer or guaranteed to the
           issuer the performance by the Company of its obligations to such
           issuer.

           "L/C EXPOSURE" in relation to any L/C means an amount equal to 100%
           of the face amount of such L/C and all other commitments and
           obligations made or incurred by Burdale with respect to such L/C.

           "L/C LIMIT" means the Facility Limit provided that at any time the
           sum of the L/C exposure, the Canadian Letter of Credit Accommodations
           (as defined in the Loan


<PAGE>

           Agreement) and the Letter of Credit Accommodations (as so defined)
           shall not exceed the Sterling equivalent of $30,000,000 (calculated
           at the Exchange Rate) at such time.

           "L/C REQUEST" means a request for a Utilisation of the Receivables
           Finance Facility by way of the issue of an L/C in substantially the
           form set out in Schedule 2 Part III.

           "LIBOR" means:

           (a)    the thirty day LIBOR sterling rate quoted on the first
                  Business Day of each month in the Financial Times, London
                  edition as conclusively determined by Burdale; or

           (b)    (if for any reason the Financial Times, London edition ceases
                  or fails to quote such a rate) Burdale's cost of funds from
                  whatever source it may reasonably request.

           "LOAN AGREEMENT" means the loan and security agreement dated on or
           about today's date between Congress as Lender and GLNS, BVL, GLA and
           GLS as Borrowers.

           "MARGIN" means 2.75%, PROVIDED THAT (a) effective from the beginning
           of the interest period next following Burdale's receipt of financial
           statements of GLC for any fiscal quarter of GLC (commencing with the
           third fiscal quarter of GLC's fiscal year 2000 delivered in
           accordance with the Loan Agreement, subject to paragraph (b) below,
           the Margin shall be increased or decreased, as the case may be, to
           the Margin as set forth below based on the EBITDA of GLC for the
           consecutive four fiscal quarter period ended such fiscal quarter
           calculated based on such financial statements for such quarter as
           follows:

<TABLE>
<CAPTION>

                -------------------------- ------------------------------------------
                         MARGIN                     EBITDA OF GLC
                <S>                        <C>
                -------------------------- ------------------------------------------
                -------------------------- ------------------------------------------
                         3.00%                      Equal to or less than $10,000,000
                -------------------------- ------------------------------------------
                -------------------------- ------------------------------------------
                         2.75%                      Greater  than   $10,000,000   but
                                                    equal to or less than $30,000,000
                -------------------------- ------------------------------------------
                -------------------------- ------------------------------------------
                         2.5%                       Greater than $30,000,000
                -------------------------- ------------------------------------------
</TABLE>
           and (b) the EBITDA amounts set forth above shall be reduced by that
           portion of the EBITDA for the four (4) fiscal quarter period ended
           any such fiscal quarter that is attributable to any Subsidiary of GLC
           that has been sold or disposed of pursuant to a sale or disposition
           permitted by this Agreement, the Loan Agreement or the Canadian Loan
           Agreement.

           "MATERIAL ADVERSE EFFECT" means an effect that results in or causes,
           or has a reasonable likelihood of resulting in or causing, a material
           adverse change in any of:

           (a)    the business, performance, operations or properties of the
                  Company and the Related Companies (other than GL Bermuda)
                  taken either individually or as a whole; and/or


<PAGE>

           (b)    the ability of the Company or any Related Company (other than
                  GL Bermuda) to perform its respective obligations under any of
                  the Finance Documents; and/or

           (c)    the rights and remedies of Burdale under any Finance Document.

           "MATURITY DATE" means in respect any Receivable the Business Day
           which is, or immediately succeeds the date which is 90 days after the
           date of the invoice in respect of such Receivable, save in respect of
           Eligible Unbilled Receivables.

           "MORTGAGED PROPERTY" means any Property which is from time to time
           charged in favour of Burdale by way of a first legal mortgage.

           "OBLIGATIONS" means any and all financial accommodations made to the
           Company pursuant to this Agreement and all other obligations,
           liabilities and indebtedness of every kind, nature and description
           owing by any Obligor or Related Company to Burdale and/or its
           affiliates, including principal, interest, charges, fees, costs and
           expenses, however evidenced, whether as principal, surety, endorser,
           guarantor or otherwise, whether arising under this Agreement or
           otherwise, whether now existing or hereafter arising, whether arising
           before, during or after the initial or any renewal term of this
           Agreement, whether direct or indirect, absolute or contingent, joint
           or several, due or not due, primary or secondary, liquidated or
           unliquidated, secured or unsecured, and however acquired by Burdale.

           "OBLIGOR" means the Company and any other person who guarantees
           and/or grants security for any of the Company's indebtedness or other
           obligations to Burdale at any time, other than a Related Company.

           "OTHER ACCOUNTS" means the bank accounts of the Corporate Obligors
           specified as Other Accounts in the Debenture and/or such other bank
           accounts of the Corporate Obligors with Account Banks as Burdale may
           permit.

           "OTHER RECEIVABLES" means all Receivables which are not Sterling
           Receivables.

           "OUTSTANDING PURCHASE PRICE" means the aggregate from time to time of
           the Purchase Prices of Eligible Receivables and Eligible Unbilled
           Receivables paid to the Company in respect of which Burdale has not
           received payment from the relevant Account Debtor or the Company.

           "PAYMENT ACCOUNT" means such account in the name of Burdale, as may
           be notified to the Company by Burdale from time to time.

           "PERMITTED ACQUISITION" means any transaction, or any series of
           related transactions by which any Corporate Obligor directly or
           indirectly acquires a Subsidiary or any going business or all or
           substantially all the assets of another person and which meets each
           of the following criteria:


<PAGE>

           (a)    the aggregate consideration to be paid by such Corporate
                  Obligor in connection with such transaction or transactions
                  together with all other consideration paid by all Corporate
                  Obligors in connection with any other Permitted Acquisition,
                  and by GL Canada and any Borrower (as defined in the Loan
                  Agreement) in connection with any transaction or series of
                  transactions by which GL Canada or such Borrower, as the case
                  may be, directly or indirectly has acquired a Subsidiary or
                  any going business or all or substantially all the assets of
                  another person during the term of this Agreement, does not
                  exceed $5,000,000 (or its equivalent in other currencies);

           (b)    no Event of Default exists or has occurred and is continuing
                  immediately prior to and after giving effect to such
                  transaction or transactions; and

           (c)    Total Excess Availability is not less than Ten Million Dollars
                  ($10,000,000) (or its equivalent in other currencies) after
                  giving effect to such transaction or transactions.

           Notwithstanding anything to the contrary set forth herein, Burdale
           shall have no obligation to include any Receivable acquired pursuant
           to a Permitted Acquisition as an Eligible Receivable.

           "PROPERTY" means the Corporate Obligors' freehold, leasehold and
           rented premises and land from time to time, wherever situated and in
           any jurisdiction.

           "PURCHASE COMMISSION" is defined in Clause 7.2.

           "PURCHASE DATE" in relation to a Purchased Receivable means the date
           of delivery of a Purchase Request by the Company with respect to such
           Purchased Receivable.

           "PURCHASE PRICE" means the purchase price to be paid by Burdale for
           Purchased Receivables being:

           (a)    85% of the face value of each Eligible Receivable; and

           (b)    65% of Eligible Unbilled Receivables,

           to be purchased under the Receivables Finance Facility less maximum
           discounts, credits and allowances of any nature which may be taken by
           or granted to any Account Debtor or other person in connection with
           such Eligible Receivable or Eligible Unbilled Receivable as the case
           may be.

           "PURCHASE RATE" means the aggregate of LIBOR and the Margin.

           "PURCHASE REQUEST" means a Request for a Utilisation of the
           Receivables Finance Facility in substantially the form set out in
           Schedule 2 Part I.

           "PURCHASED RECEIVABLE" means a Receivable purchased or agreed to be
           purchased by Burdale from the Company in accordance with the terms of
           this Agreement.


<PAGE>

           "RECEIVABLE" means, at any time, the aggregate present and future
           obligations of any debtor of the Company for the payment of money to
           the Company at such time together with all connected rights, claims,
           deposits and payments.

           "RECEIVABLES FINANCE FACILITY" is defined in Clause 3.1.

           "RECEIVABLES INFORMATION" means the information regarding Receivables
           provided to Burdale pursuant to Clause 8.

           "RECEIVER" is defined in the Debenture.

           "RELATED COMPANIES" means:

           (a)    GLC; and

           (b)    GL Bermuda,

           (each a "RELATED COMPANY").

           "REQUEST" means a request substantially in the form set out in the
           relevant Part of Schedule 2 for a Utilisation of the Facility.

           "SECURITY DOCUMENTS" means the Debenture, the GLC Guarantee and any
           other guarantee or security documents executed in favour of Burdale
           from time to time in relation to the obligations or indebtedness of
           the Company.

           "SENIOR NOTES" is defined in the Loan Agreement.

           "STERLING" and "(L)" means the lawful currency for the time being
           of the United Kingdom.

           "STERLING RECEIVABLES" means all Receivables denominated in Sterling
           (each a "STERLING RECEIVABLE").

           "SUBSIDIARY" has the meaning given to that term by Section 736 of the
           Companies Act 1985 and includes a "Subsidiary Undertaking" as defined
           in Section 258 of the Companies Act 1985 (inserted by Section 21 of
           the Companies Act 1989).

           "TAXES" includes all present and future income and other taxes,
           levies, assessments, deductions, charges and withholdings of whatever
           nature together with interest, additions to tax, penalties and fines
           in relation to such items and "TAX" and "TAXATION" will be construed
           accordingly.

           "TOTAL EXCESS AVAILABILITY" means at any time, the aggregate of the
           UK Excess Availability, the US Excess Availability and the Canadian
           Excess Availability at such time.


<PAGE>

           "UK DAILY EXCESS AVAILABILITY" means from time to time the amount at
           such time by which A exceeds B where:

                     A =

                        (1)     85% of the face value of the Eligible
                                Receivables and 65% of the face value of the
                                Eligible Unbilled Receivables less maximum
                                discounts, credits and allowances of any nature
                                which may be taken by or granted to any Account
                                Debtor or any other person in connection with
                                such Eligible Receivables or Eligible Unbilled
                                Receivables as the case may be; LESS

                        (2)     the amount of Availability Reserves established
                                by Burdale; and

                     B = The aggregate amount of:

                        (3)     Outstanding Purchase Price; and

                        (4)     all L/C Exposures.

           "UK EXCESS AVAILABILITY" means from time to time the amount at such
           time by which A exceeds B where:

                     A =

                        (1)     85% of the face value of the Eligible
                                Receivables and 65% of the face value of the
                                Eligible Unbilled Receivables less maximum
                                discounts, credits and allowances of any nature
                                which may be taken by or granted to any Account
                                Debtor or any other person in connection with
                                such Eligible Receivables or Eligible Unbilled
                                Receivables as the case may be; LESS

                        (2)     the amount of Availability Reserves established
                                by Burdale; and

                        (3)     the sum of (i) the amount of all then
                                outstanding and unpaid Obligations, (ii) the
                                aggregate amount of all trade payables of the
                                Company which are more than sixty (60) days past
                                due as of the last day of the immediately
                                preceding calendar month and (iii) the aggregate
                                amount of the Company's past due lease and notes
                                payable; and

                     B = The aggregate amount of:

                        (1)     Outstanding Purchase Price; and

                        (2)     all L/C Exposures.

           "US BORROWERS" is defined in the Loan Agreement.


<PAGE>

           "US EXCESS AVAILABILITY" is defined in the Loan Agreement.

           "US FACILITY" means the credit facility in the maximum amount of
           $50,000,000 (which may be adjusted in accordance with the terms of
           the Loan Agreement and the Canadian Loan Agreement) provided by
           Congress to the US Borrowers pursuant to the Loan Agreement.

           "UTILISATION" means a utilisation of a Facility under this Agreement
           (with the delivery of a Purchase Request and the payment of Purchase
           Price by Burdale pursuant to a Cash Request constituting separate
           Utilisations of the Receivables Finance Facility).

           "UTILISATION DATE" in relation to a Utilisation means the date on
           which such Utilisation is made (being in relation to any Utilisation
           of the Receivables Finance Facility, both the Purchase Date and the
           date on which any payment of Purchase Price is made to the Company
           pursuant to a Cash Request).

           "VAT" means Value Added Tax imposed in the United Kingdom and any
           equivalent tax applicable in any European jurisdiction.

1.2        CONSTRUCTION

           (a)    In this Agreement, unless the contrary intention appears, a
                  reference to:

                  (i)      an "AFFILIATE" of any person includes any Subsidiary,
                           group member, shareholder, director or employee of
                           such person;

                  (ii)     "ASSETS" includes properties, revenues and rights of
                           every description, both present and future;

                  (iii)    an "AUTHORISATION" or a "CONSENT" includes an
                           approval, authorisation, consent, exemption, filing,
                           licence, registration and resolution, in each case
                           given or made in writing;

                  (iv)     financial statements or accounts includes the notes
                           to such statements or accounts;

                  (v)      a "MONTH" means a calendar month starting on any day;

                  (vi)     a "REGULATION" includes any directive, guideline,
                           regulation, request or rule (whether or not having
                           the force of law) of any governmental agency, body,
                           department or other regulatory or self-regulatory
                           authority;

                  (vii)    an enactment (be it express or implied) includes
                           references to any amendment, re-enactment, and/or
                           legislation subordinate to that enactment and/or any
                           permission of whatever kind given under that
                           enactment;


<PAGE>

                  (viii)   a Finance Document or other document is a reference
                           to that Finance Document or other document as
                           amended, novated, supplemented or replaced (in whole
                           or in part);

                  (ix)     a "PERSON" includes any individual, company,
                           corporation, partnership, firm, joint venture,
                           association, organisation, trust, state or state
                           agency (in each case whether or not having separate
                           legal personality);

                  (x)      any party or person includes any person deriving
                           title from it and any successor, transferee and
                           assignee;

                  (xi)     a time of day is a reference to London time; and

                  (xii)    Clauses and Schedules are to the clauses of and
                           schedules to this Agreement.

           (b)    Unless the contrary intention appears, a term used in any
                  other Finance Document or in any notice relating to any
                  Finance Document has the same meaning in that Finance Document
                  or notice as in this Agreement.

           (c)    The headings in this Agreement do not affect its
                  interpretation.

           (d)    Save where the context requires otherwise, words in the
                  singular shall import the plural and vice-versa.

2.         CONDITIONS PRECEDENT

2.1        DOCUMENTARY CONDITIONS

           The obligations of Burdale to the Company under this Agreement are
           subject to the condition precedent that Burdale shall have received
           all of the documents and evidence specified in Schedule 1 in a form
           and substance satisfactory to it.

2.2        FURTHER CONDITIONS

           The obligations of Burdale in respect of any Utilisation are subject
           to the further conditions precedent that both on the date of the
           relevant Request and the proposed Utilisation Date:

           (a)    the representations and warranties set out in Clauses 8 and 13
                  to be repeated on such dates are true and correct in all
                  material respects; and

           (b)    no Default has occurred and remains outstanding or would
                  result from the making of such Utilisation.


<PAGE>

3.         THE FACILITY

3.1        AVAILABLE FACILITY

           Subject to the terms of this Agreement and in reliance on the
           representations and warranties set out in Clauses 8 and 13, Burdale
           agrees to make available to the Company a Receivables Finance
           Facility pursuant to which Burdale will from time to time during the
           Availability Period (i) purchase Receivables from the Company and
           (ii) issue, or procure the issue of, L/Cs for the account of the
           Company (the "RECEIVABLES FINANCE FACILITY").

3.2        PURPOSE

           The Company will use the Facility only for its general operating,
           working capital and other proper corporate purposes and always in a
           manner which is not inconsistent with the Finance Documents. Without
           affecting the obligations of the Company in any way, Burdale is not
           obliged to monitor or verify the application of the Facility.

4.         RESTRICTIONS ON UTILISATIONS

4.1        LETTERS OF CREDIT

           No Request may be delivered for an L/C to be issued pursuant to the
           Receivables Finance Facility unless and until the form of L/C has
           been approved by Burdale, the relevant issuer and the proposed
           beneficiary of such L/C.

4.2        OVERALL LIMIT

           The aggregate amount of:

           (a)    Outstanding Purchase Price; and

           (b)    all L/C Exposures.

         shall not at any time exceed the Facility Limit.

4.3        SPECIFIC LIMITS

           (a)    UNBILLED LIMIT: The Outstanding Purchase Price in relation to
                  Eligible Unbilled Receivables shall not at any time exceed
                  L1,500,000.

           (b)    L/C UTILISATIONS: The aggregate amount of all L/C Exposures
                  shall not at any time exceed the L/C Limit.

           (c)    AVAILABILITY: Subject to paragraph (d) below, the aggregate
                  amount of:

                  (i)      Outstanding Purchase Price; and


<PAGE>

                  (ii)     all L/C Exposures,

                  shall not at any time exceed the sum of:

                           (1)      85% of the face value of the Eligible
                                    Receivables and 65% of Eligible Unbilled
                                    Receivables less maximum discounts, credits
                                    and allowances of any nature which may be
                                    taken by or granted to any Account Debtor or
                                    any other person in connection with the
                                    Eligible Receivables or Eligible Unbilled
                                    Receivables as the case may be; LESS

                           (2)      the amount of Availability Reserves
                                    established by Burdale,

                  at such time.

           (d)    In the event that Section 2.1(b)(i)(C) of the Loan Agreement
                  restricts the aggregate amount of the Loans, Letter of Credit
                  Accommodations and other Obligations (each as defined in the
                  Loan Agreement) outstanding at any time under the Loan
                  Agreement then the aggregate amount of:

                  (i)      Outstanding Purchase Price; and

                  (ii)     all L/C Exposures,

                  shall be restricted to such amount which Burdale deems
                  necessary to ensure compliance with Section 2.1(b)(i)(C) of
                  the Loan Agreement.

4.4        PROHIBITION

           No Utilisation may be made by the Company which would cause the
           provisions of this Clause 4 to be breached.

4.5        BURDALE'S RIGHTS NOT AFFECTED

           In the event that the aggregate amount of Outstanding Purchase Price
           and L/C Exposures exceeds the amounts available under the relevant
           Availability Limit(s) or the Facility Limit, as applicable, such
           event shall not limit, waive or otherwise affect any rights or
           Burdale in that circumstance or on any future occasions.

4.6        COMPANY'S LOAN ACCOUNT(S)

           Burdale will maintain one or more loan accounts, receivable accounts
           and foreign exchange accounts on its books in which will be recorded
           (a) all Utilisations of the Receivables Finance Facility and other
           liabilities of the Company pursuant to the Finance Documents and
           details of the Collateral, (b) all payments made by or on behalf of
           the Company and (c) all other appropriate debits and credits as
           provided in this Agreement, including, without limitation, fees,
           charges, costs, expenses and interest. All


<PAGE>

           entries in such account(s) shall be made in accordance with Burdale's
           customary practices as in effect from time to time.

4.7        STATEMENTS

           Burdale will render to the Company each month a statement setting
           forth the balance in the Company's loan account, receivables accounts
           and foreign exchange accounts maintained by Burdale for the Company
           pursuant to the provisions of this Agreement, including principal,
           commission, interest, fees, costs and expenses. Each such statement
           may be subject to subsequent adjustment by Burdale but shall, in the
           absence of manifest error or omission, be considered correct and
           deemed accepted by the Company and will be conclusively binding upon
           the Company as an account stated except to the extent that Burdale
           receives a written notice from the Company of any specific exception
           of the Company within 30 days after the date such statement has been
           mailed by Burdale. Until such times as Burdale has rendered to the
           Company a written statement as provided above, the balance in the
           Company's loan accounts, invoice discount accounts and foreign
           exchange accounts will be prima facie evidence of the amounts due and
           owing to Burdale by the Company.

5.         UTILISATION OF FACILITY

5.1        AVAILABILITY OF RECEIVABLES FINANCE FACILITY

           (a)    Subject to the terms of this Agreement, the Company shall
                  offer to sell its Receivables to Burdale by delivering to
                  Burdale from time to time duly completed Purchase Requests
                  (together with all deeds and documents referred to in such
                  Purchase Request), delivery of which shall oblige the Company
                  to sell the Receivables stated in such Purchase Request upon
                  the terms and subject to the conditions of this Agreement.

           (b)    A Purchase Request will not be regarded as having been duly
                  completed unless it is in substantially the form set out in
                  Schedule 2 Part I.

           (c)    As soon as reasonably practicable following delivery of a
                  Purchase Request, Burdale shall determine the Purchase Price
                  for the Receivables specified in such Purchase Request and
                  will, upon being requested by the Company, advise the Company
                  of such determination.

5.2        UTILISATION OF RECEIVABLES FINANCE FACILITY

           (a)    Subject to the terms of this Agreement, the Company may from
                  time to time request that Burdale pay sums to the Company of
                  up to the amount of any unpaid Purchase Price by delivering a
                  duly completed Cash Request to Burdale not later than 11.00
                  a.m. on the proposed Utilisation Date for such payment.

           (b)    A Cash Request will not be regarded as having been duly
                  completed unless it is in substantially the form set out in
                  Schedule 2 Part II and, in particular, specifies:


<PAGE>

                  (i)      the proposed Utilisation Date, being a Business Day
                           falling during the Availability Period;

                  (ii)     the amount of the sum to be paid by Burdale which
                           must be less than or equal to the aggregate of unpaid
                           Purchase Price; and

                  (iii)    if not already notified to Burdale, the details of
                           the Other Account into which the payment is to be
                           made on the Utilisation Date.

           (c)    Payments made by Burdale pursuant to a Cash Request shall be
                  deemed to be payments of any unpaid Purchase Price to the full
                  extent of such unpaid Purchase Price.

           (d)    Burdale's obligation to pay the Purchase Price of any
                  Receivable (or any unpaid portion of it as the case may be)
                  shall be terminated on the earlier of the Actual Day of
                  Payment and the Maturity Date of such Receivable.

5.3        L/C UTILISATIONS

           (a)    Subject to the terms of this Agreement, the Company may
                  request the issue of an L/C by delivering a duly completed L/C
                  Request to Burdale not later than 11.00 a.m. at least one
                  Business Day before the proposed Utilisation Date for that
                  L/C.

           (b)    An L/C Request will not be regarded as having been duly
                  completed unless it is substantially in the form attached in
                  Schedule 2 Part III and, in particular, specifies:

                  (i)      the proposed Utilisation Date, being a Business Day
                           falling during the Availability Period;

                  (ii)     the amount of the L/C required, the L/C Exposure of
                           which must be equal to or less than the
                           undrawn/unutilised amount of the Receivables Finance
                           Facility and within the relevant Availability Limits
                           as at the proposed Utilisation Date;

                  (iii)    if not already notified to Burdale, the details of
                           the beneficiary, payee or addressee of such L/C.

5.4        GENERAL PROVISIONS REGARDING L/Cs

           (a)    Nothing in this Agreement shall be deemed or construed to
                  grant the Company any right or authority to pledge the credit
                  of Burdale in any manner. Burdale shall have no liability of
                  any kind with respect to any L/C provided by an issuer other
                  than Burdale unless Burdale has duly executed and delivered to
                  such issuer the application or a guarantee or indemnification
                  in writing with respect to such L/C. The Company shall be
                  bound by an interpretation made in good faith by Burdale, or
                  any other issuer or correspondent under or in connection with
                  any L/C or any documents, drafts or acceptances in relation to
                  any L/C, notwithstanding that such


<PAGE>

                  interpretation may be inconsistent with any instructions of
                  the Company. Burdale shall have the sole and exclusive right
                  and authority to, and the Company shall not:

                  (i)      at any time an Event of Default exists or has
                           occurred and is continuing:

                           (1)      approve or resolve any questions of
                                    non-compliance of documents;

                           (2)      give any instructions as to acceptance or
                                    rejection of any documents or goods; or

                           (3)      execute any and all applications for
                                    steamship or airway guarantees, indemnities
                                    or delivery orders and at all times;

                  (ii)     at any time:

                           (1)      grant any extensions of the maturity of,
                                    time of payment for, or time of presentation
                                    of, any drafts, acceptances, or documents;
                                    and

                           (2)      agree to any amendments, renewals,
                                    extensions, modifications, changes or
                                    cancellations of any of the terms or
                                    conditions of any of the applications, L/Cs,
                                    or documents, drafts or acceptances in
                                    relation to any L/C or any letters of credit
                                    included in the Collateral. Burdale may take
                                    such actions either in its own name or in
                                    the Company's name.

                  (b)      Any rights, remedies, duties or obligations granted
                           or undertaken by the Company to any issuer or
                           correspondent in any application for any L/C, or any
                           other agreement in favour of any issuer or
                           correspondence relating to any L/C, shall be deemed
                           to have been granted or undertaken by the Company to
                           Burdale. Any duties or obligations undertaken by
                           Burdale to any issuer or correspondence in any
                           application for any L/C, or any other agreement by
                           Burdale in favour of any issuer or correspondence
                           relating to any L/C, shall be deemed to have been
                           undertaken by the Company to Burdale and to apply in
                           all respects to the Company.

                  (c)      None of Burdale, any L/C issuer (or any of their
                           respective correspondents) or any advising,
                           negotiating or paying bank with respect to any L/C
                           shall be responsible in any way for:

                           (i)      the performance by any beneficiary under any
                                    L/C of that beneficiary's obligations to the
                                    Company; or

                           (ii)     the form, sufficiency, correctness,
                                    genuineness, authority of any person signing
                                    or the legal effect of any documents called
                                    for under any L/C if such documents appear
                                    on their face to be in order.

5.5        DEEMED PAYMENT


<PAGE>

           All payments made by Burdale in accordance with the terms of any L/C
           or any guarantee or indemnity given by Burdale to the issuer of any
           L/C (as the case may be) shall be deemed to be a payment of Purchase
           Price to the Company in an amount equal to such payment, drawn down
           on the date of such payment and subject to the provisions of this
           Agreement with respect to Outstanding Purchase Price (including,
           without limitation, as to commission and repayment).

6.         REPAYMENT AND PREPAYMENT

6.1        RECEIVABLES FINANCE FACILITY

           (a)    If in relation to a Purchased Receivable Burdale determines on
                  the Maturity Date in respect of such Purchased Receivable that
                  it has not received payment in accordance with Clause 9.1 of
                  the full amount of such Purchased Receivable, the Company
                  shall, on demand by Burdale pay to Burdale an amount equal to
                  the Outstanding Purchase Price of such Purchased Receivable
                  for which payment has not been received PROVIDED THAT this
                  provision shall not restrict (nor oblige) Burdale in any way
                  in or from pursuing and obtaining payment in respect of such
                  Purchased Receivable from the Account Debtors or otherwise
                  (which payment shall be made into the Blocked Accounts) and
                  the Company undertakes that it will do all such reasonable
                  acts or things necessary or desirable to help Burdale in
                  pursuing and obtaining such payment.

           (b)    Burdale shall be entitled to deduct from payments made by
                  Account Debtors and/or the Company into the Blocked Accounts
                  in respect of Purchased Receivables the then Outstanding
                  Purchase Price in respect of such Purchased Receivables and
                  the balance remaining after such deduction shall be applied in
                  accordance with Clause 6.2.

6.2        OTHER UTILISATIONS

           Subject as provided below all amounts standing to the credit of the
           Blocked Accounts from time to time following the deductions referred
           to in Clause 6.1(b) shall be applied as follows:

           (a)    FIRST in payment of any fees, costs and expenses due from the
                  Company to Burdale under the Finance Documents;

           (b)    SECOND in payment of all Purchase Commission (or in making
                  provision for Purchase Commission which will fall due for
                  payment on the last Business Day of the current calendar
                  month);

           (c)    THIRD in or towards satisfaction of any other payment
                  obligation of the Company under the Finance Documents; and

           (d)    FOURTH to the Company by way of payment into such Other
                  Account as the Company may specify to Burdale in writing from
                  time to time.


<PAGE>

           Notwithstanding the above, at all times following the occurrence of
           an Event of Default and whilst the same is continuing, amounts
           standing to the credit of the Blocked Accounts shall be applied to
           such of the liabilities of the Company under the Finance Documents
           and in such order as Burdale may in its absolute discretion
           determine.

6.3        REUTILISATION

           Subject to the terms of this Agreement, all amounts of Outstanding
           Purchase Price recovered and paid to Burdale, may, subject to the
           terms of this Agreement, be reutilised as Utilisations of the
           Receivables Finance Facility.

6.4        PREPAYMENT

           If at any time the outstanding Utilisations or any part of them cause
           any Availability Limit to be exceeded then the Company will
           immediately pay into the Payment Account, as cash collateral in
           respect of Outstanding Purchase Price and/or any contingent
           obligation of Burdale in relation to any L/C or other Utilisation, to
           the extent required to ensure compliance with that Availability Limit
           and, until such time as that Availability Limit is no longer
           breached, no further Utilisations may be requested (including, for
           the avoidance of doubt, pursuant to a Cash Request) or will, at
           Burdale's option, be made or issued.

6.5        REDUCTION OF FACILITY LIMIT

           At the request of the Company by giving not less than ten Business
           Day's prior written notice to Burdale, the Facility Limit may from
           time to time be reduced provided that on or before the effective date
           for such reduction the Company shall pay to Burdale:

           (a)    such amount as may be necessary as cash collateral for
                  Outstanding Purchase Price and/or Burdale's contingent
                  obligations under any issued L/C to ensure that the Company
                  remains in compliance with the Availability Limits; and

           (b)    a fee calculated by applying to the amount of the reduction
                  the applicable percentage set out in column (2) below:

<TABLE>
<CAPTION>

                                       (1)                                             (2)
                                DATE OF REDUCTION                             APPLICABLE PERCENTAGE
                  <S>                                                         <C>
                  On or before the first  anniversary of today's                       2%
                  date

                  After the first  but on or before  the  second                       1%
                  anniversary of today's date

                  After the  second  but on or before  the third                      0.5%
                  anniversary of today's date
</TABLE>

           Any exercise by Burdale of its rights under Clause 15.2(b) and/or
           15.3 and/or the operation of Clause 12.1 shall be deemed for the
           purposes of paragraph (b) above to be


<PAGE>

           a reduction in the Facility Limit in an amount equal to the amount of
           the Facility so cancelled.

6.6        FINAL REPAYMENT

           The Company will, on the Final Repayment Date, pay to Burdale in full
           all outstanding and unpaid liabilities under the Finance Documents
           (whether by way of principal, interest, commission, fees, costs,
           expenses or otherwise) and shall pay to Burdale such amount as is
           necessary to provide full cash collateral for Outstanding Purchase
           Price and any contingent obligations which Burdale may have in
           respect of any L/C or other outstanding Utilisation. Such payment
           shall be denominated in Sterling and will be made by wire or other
           automatic transfer to the Payment Account. If the amounts so paid are
           received in the Payment Account later than 1.00 p.m. on the Final
           Repayment Date then the Company will pay interest on such amounts to
           Burdale at the Default Rate until payment has been made in full.

7.         INTEREST AND COMMISSION

7.1        DEFAULT INTEREST

           (a)    Upon the occurrence of an Event of Default and whilst the same
                  is continuing unremedied or unwaived for 5 Business Days after
                  notification by Burdale to the Company, all amounts
                  outstanding under this Agreement shall bear interest (both
                  before and after judgment) at the Default Rate.

           (b)    Interest at the Default Rate will be compounded at the end of
                  each period designated by Burdale and will be determined by
                  Burdale on the first Business Day of each such period.

7.2        PURCHASE COMMISSION

           The Company shall pay to Burdale commission in respect of each
           Purchased Receivable at a rate equivalent to the Purchase Rate
           applied to the Outstanding Purchase Price for such Receivable from
           the date on which Burdale paid such Purchase Price to the Company
           down to the Actual Date of Payment (the "PURCHASE COMMISSION").
           Burdale shall calculate the Purchase Commission on a daily basis and
           it shall be paid by the Company monthly in arrears on the first
           Business Day of each month.

8.         RECEIVABLES, STOCK AND EQUIPMENT

8.1        REPORTING REGARDING RECEIVABLES

           The Company will provide Burdale with the following documents with
           all amounts expressed in Sterling and otherwise in a form
           satisfactory to Burdale:

           (a)    on a daily basis with a schedule of Receivables, collections
                  received and credits issued and on a monthly basis with a
                  stock report substantially in the form set out


<PAGE>

                  in Schedule 3 Part II together with such further information
                  regarding Receivables as Burdale may reasonably request;

           (b)    as soon as practicable and in any event within 15 days of the
                  end of each month or more frequently as Burdale may reasonably
                  request:

                  (i)      ageings of creditors and Receivables with details of
                           all dated invoices; and

                  (ii)     an analysis of preferential creditors in
                           substantially the form set out in Schedule 3 Part
                           III;

                  all in a format to be agreed with Burdale (acting reasonably).

           (c)    promptly from time to time as Burdale may reasonably request:

                  (i)      copies of shipping and delivery documents relating to
                           stock and Equipment;

                  (ii)     copies of the ageings of all Receivables paid to the
                           Company, on a monthly basis by invoice date;

                  (iii)    full details of all Account Debtors (including their
                           addresses) together with copies of customer
                           statements and credit notes, remittance advices,
                           collection schedules and reports and copies of
                           deposit slips and all monthly bank statements of the
                           Company and its Subsidiaries or statements for such
                           other period as Burdale may require;

                  (iv)     such other reports regarding the Collateral as
                           Burdale may reasonably request from time to time;

           (d)    on a daily basis, details of any Receivables which have become
                  or are purported to be, by the relevant Account Debtor or
                  otherwise, subject to any prohibitions or restriction on
                  charge or assignment; and

           (e)    immediately upon becoming aware of the same, details of any
                  creditor of the Company whose ordinary terms of business
                  include title retention provisions which are not already
                  specified in Schedule 3 Part I.

8.2        REPORTING REGARDING ACCOUNT DEBTORS

           (A)    NOTIFICATION: The Company will notify Burdale promptly of:

                  (i)      any material delay in the Company's performance of
                           any of its obligations to any Account Debtor or the
                           assertion of any claims, offsets, defences or
                           counterclaims by any Account Debtor, or any material
                           disputes with Account Debtors, or any settlement,
                           adjustment or compromise of any such matter;


<PAGE>

                  (ii)     all material adverse information known to the Company
                           relating to the financial condition of any Account
                           Debtor; and

                  (iii)    any event or circumstance which, to the Company's
                           knowledge, would cause Burdale to consider any then
                           existing Receivables as no longer constituting
                           Eligible Receivables or Eligible Unbilled Receivables
                           as the case may be.

           (B)    DISPUTES AND SETTLEMENTS WITH ACCOUNT DEBTORS: No credit,
                  discount, allowance or extension or agreement for any of the
                  foregoing will be granted to any Account Debtor without
                  Burdale's consent, except in the ordinary course of the
                  Company's business in accordance with proper practices and
                  policies operated by the Company prior to the date of this
                  Agreement. At any time while an Event of Default is
                  outstanding, Burdale will, at its option, have the exclusive
                  right to settle, adjust or compromise any claim, offset,
                  counterclaim or dispute with any Account Debtor and to grant
                  any credits, discounts or allowances in relation to such
                  matters.

8.3        REPRESENTATIONS AND UNDERTAKINGS AS TO RECEIVABLES

           With respect to each Receivable, the Company represents and warrants
           to Burdale that and undertakes to ensure that at all times:

           (a)    the amounts shown on any invoice delivered to Burdale and in
                  any Receivables Information delivered to Burdale are true and
                  complete;

           (b)    no payments have been or will be made on such Receivable
                  except payments collected by the Company and immediately
                  transmitted or delivered to Burdale or elsewhere pursuant to
                  the terms of this Agreement;

           (c)    no credit, discount, allowance or extension or agreement for
                  any of the foregoing will be granted to any Account Debtor
                  except as reported to and agreed by Burdale except for
                  credits, discounts, allowances or extensions made or given in
                  the ordinary course of the Company's business in accordance
                  with its proper practices and policies operated prior to
                  today's date as disclosed to Burdale in writing;

           (d)    to the best of the Company's knowledge, there are no set-offs,
                  deductions, defences, counterclaims or disputes existing or
                  asserted with respect to such Receivable except as reported to
                  and agreed by Burdale;

           (e)    none of the transactions giving rise to any Receivable breach
                  any applicable law or regulation and all documentation
                  relating to such Receivable is legally enforceable in
                  accordance with its terms;

           (f)    each Receivable is genuine, is and will be in all respects
                  what it purports to be, and is not the subject of a court
                  judgment;


<PAGE>

           (g)    each Receivable represents undisputed, bona fide
                  transaction(s) completed in accordance with the terms and
                  provisions contained in any documents delivered to Burdale
                  with respect to such Receivable;

           (h)    the amounts shown on the relevant Receivables Information, the
                  Company's books and records and all invoices and statements
                  which may be delivered to Burdale with respect thereto are
                  actually and absolutely owing to the Company and are not in
                  any way contingent;

           (i)    to the best of the Company's knowledge, there are no facts,
                  events or occurrences which in any way impair the validity or
                  enforceability of any such Receivable or tend to reduce the
                  amount payable in respect of such Receivable as shown on the
                  relevant Receivables Information, the Company's books and
                  records and all invoices and statements delivered to Burdale
                  with respect to such Receivable;

           (j)    to the best of the Company's knowledge, all Account Debtors
                  have the capacity to contract and are solvent;

           (k)    the services furnished and/or goods sold giving rise to each
                  Receivable are not subject to any Encumbrance (except for an
                  Encumbrance which is permitted by Clause 14(g)); and

           (l)    to the best of the Company's knowledge, there are no
                  proceedings or actions which are threatened or pending against
                  any Account Debtor which might reasonably be expected to
                  result in a material adverse change in such Account Debtor's
                  financial condition.

8.4        VERIFICATION

           Burdale will have the right from time to time, in the name of any
           nominee, to verify the validity, amount or any other matter relating
           to any Receivable or other Collateral, by mail, telephone, facsimile
           or otherwise.

8.5        RIGHTS AFTER AN EVENT OF DEFAULT

           (A)    DEALING WITH COLLATERAL AND RECEIVABLES: Burdale may, at any
                  time that a Default has occurred and is continuing and without
                  prejudice to any of its rights under Clause 15.2 or otherwise
                  under this Agreement or any other Finance Document:

                  (i)      extend the time of payment of, compromise, settle or
                           adjust for cash, credit, return of merchandise or
                           otherwise, and upon any terms or conditions, any and
                           all Receivables or other obligations included in the
                           Collateral and thereby discharge or release any
                           Account Debtor or any other party or parties in any
                           way liable for payment of any Receivable without
                           affecting any of the Receivables, demand or enforce
                           payment of any Receivables, but without any duty to
                           do so, and Burdale will not be liable for its failure
                           to


<PAGE>

                           enforce the payment of any Receivable nor for the
                           negligence of its agents or attorneys with respect to
                           any Receivable; and

                  (ii)     take whatever other action Burdale may deem necessary
                           for the protection of its interests in the
                           Collateral.

           (B)    NOTICE TO DEBTORS: At any time that a Default is outstanding,
                  Burdale or its nominees may, at Burdale's discretion do any of
                  the following:

                  (i)      having given prior notification to the Company,
                           notify any or all Account Debtors that the
                           Receivables have been assigned to Burdale and that
                           payments in respect of Receivables are to be
                           redirected to such account as is specified by
                           Burdale;

                  (ii)     request the Company to give the notification referred
                           to in Clause 8.5(b)(i) above and/or to ensure that
                           all invoices and statements in respect of Receivables
                           issued to the Account Debtors state the information
                           referred to in Clause 8.5(b)(i); and

                  (iii)    direct any or all relevant Account Debtors to make
                           all payments in respect of Receivables direct to
                           Burdale at such account as Burdale may specify.

8.6        BURDALE'S RIGHT TO CURE

           Burdale may, at its option:

           (a)    after giving five days notice to the Company, cure any default
                  by the Company under any agreement with an Account Debtor in
                  respect of a Receivable (other than bona fide disputes in the
                  ordinary course of the Company's business where no Event of
                  Default has occurred and is continuing) or under any other
                  agreement with a third party as may be required by Burdale in
                  good faith to facilitate the collection of the Receivables or
                  to enable Burdale to have access to any of the Collateral or
                  any Equipment;

           (b)    after giving five days notice to the Company, pay or make a
                  bond in respect of or appeal any judgment entered into against
                  the Company which, upon execution, attachment or the exercise
                  of any similar remedy in respect of such judgment, would
                  result in an Encumbrance being imposed on the Collateral or
                  would impair Burdale's ability to obtain possession of,
                  realise or collect any of the Collateral;

           (c)    discharge taxes, Encumbrances or other encumbrances at any
                  time levied on or existing with respect to the Collateral; and

           (d)    pay any amount, incur any expense or perform any act including
                  without limitation the payment to any creditors in respect of
                  plant and/or machinery, which, in Burdale's judgment, is
                  necessary or appropriate to reserve, protect, insure or
                  maintain the Collateral and the rights of Burdale with respect
                  to it.


<PAGE>

           Burdale may charge any monies so expended or costs so incurred by it
           to the Company's account, such amounts to be repayable by the Company
           on demand. Burdale will be under no obligation to effect any such
           cure or payment or incur any such cost and will not, by doing so, be
           deemed to have assumed any obligation or liability of the Company.
           Any payment made or other action taken by Burdale under this Clause
           will be without prejudice to any right it may have to assert an Event
           of Default under this Agreement and to proceed accordingly.

8.7        ACCESS TO PROPERTY

           From time to time as requested by Burdale on one Business Day's
           notice (for the purpose of carrying out an audit in accordance with
           Clause 14(j) and in the case of emergency as determined by Burdale)
           (but subject to Clause 16.1(g) regarding daily charge rates), at the
           cost and expense of the Company:

           (a)    Burdale or its nominees will have complete access to all of
                  the Company's Property during normal business hours and having
                  given prior notice to the Company, or at any time and without
                  notice to the Company if an Event of Default is outstanding,
                  for the purposes of inspecting, verifying and auditing the
                  Collateral and all of the Company's books and records;

           (b)    the Company will promptly furnish to Burdale or its nominees
                  such copies of or extracts from such books and records as may
                  be reasonably requested from the Company; and

           (c)    Burdale or its nominees may have access to, during normal
                  business hours, and use, such of the Company's personnel,
                  equipment, supplies and Property as may be reasonably
                  necessary for the purpose of inspecting, verifying and
                  auditing the Collateral and all of the Company's books and
                  records and if an Event of Default has occurred and is
                  continuing for the collection of the Receivables and the
                  realisation of the other Collateral.

8.8        BURDALE'S DISCLAIMER

           Burdale will not be responsible for the safekeeping of, any loss or
           damage to, any diminution in value of or any act or default of any
           carrier, warehouseman, bailee or other person in relation to the
           stock, finished goods, Equipment or Receivables.

9.         COLLECTION OF RECEIVABLES

9.1        FLOW OF FUNDS

           Subject to Clause 9.2, the Company undertakes that during the period
           commencing on the date of this Agreement and ending when all its
           liabilities under the Finance Documents have been discharged in full
           and Burdale is under no further obligation under any of the Finance
           Documents:


<PAGE>

           (a)    the Company will collect as agent and trustee for Burdale all
                  Receivables and immediately pay (or procure that payment is
                  made) all amounts due:

                  (i)      in respect of each Sterling Receivable, into the
                           Blocked Accounts; and

                  (ii)     in respect of each other Receivable, into an Other
                           Account,

                  provided however that until payment into the relevant Charged
                  Account it will hold all money so received upon trust for
                  Burdale and will not commingle in any Charged Account any
                  monies which are not Receivables or which are not payable to
                  Burdale;

           (b)    without prejudice to the Company's obligations under
                  Clause14(l) and Clause15.1(b), in the event that any Account
                  Debtor makes a payment in respect of Receivables into another
                  Charged Account not in accordance with paragraph (a) above,
                  the Company will ensure that the amounts representing such
                  payment are promptly transferred into the relevant Charged
                  Account and will immediately direct the relevant Account
                  Debtor to make all future payments into such relevant Charged
                  Account;

           (c)    all the transfers and collections referred to in paragraphs
                  (a) and (b) above shall be carried out daily prior to the
                  occurrence of any Default and thereafter at such intervals as
                  Burdale may, at its discretion, specify to the Company; and

           (d)    in the event that during any three month period the average of
                  amounts due in respect of Other Receivables (converted into
                  Sterling at the Exchange Rate if necessary) is equal or
                  greater than 10% of all amounts due in respect of Receivables
                  (converted into Sterling at the Exchange Rate if necessary)
                  during such period, the Company will promptly at Burdale's
                  request:

                  (i)      provide Burdale with security over further bank
                           accounts (in relation to receipts in the relevant
                           currency) in London (the "NEW ACCOUNTS") on
                           substantially the same terms as the security provided
                           by the Company over the Blocked Accounts in the
                           Debenture; and

                  (ii)     immediately direct all relevant Account Debtors to
                           pay all amounts due in respect of the Other
                           Receivables into the relevant New Account.

9.2        FAILURE OF DEBENTURE

           In the event that the Debenture in respect of any Account Bank is
           not, at any time, effective or is not in full force and effect, the
           Company will (unless otherwise directed by Burdale and without
           prejudice to Burdale's rights and remedies under the Finance
           Documents), for so long as the Debenture is ineffective or not in
           full force and effect and ending on the date when all the liabilities
           of the Company under the Finance Documents have been repaid or
           discharged in full and Burdale is under no further obligation under
           any of the Finance Documents, collect as agent and trustee for
           Burdale all Receivables which would otherwise have been payable into
           the Blocked Accounts and immediately


<PAGE>

           pay (or procure the payment of) all amounts due in respect of those
           Receivables into the Payment Account.

9.3        REIMBURSEMENT

           The Company agrees to reimburse Burdale on demand for any liability
           of Burdale to any Account Bank or any other bank or person involved
           in the transfer of funds to or from the Blocked Accounts arising out
           of Burdale's payments to or indemnification of that bank or person,
           and this obligation to reimburse shall survive the termination or
           non-renewal of this Agreement.

9.4        EXCESS AMOUNTS

           Any amounts received by Burdale from or for the account of the
           Company in excess of the amounts then due and payable by the Company
           will be dealt with in accordance with the terms of Clause 6 and the
           Debenture.

9.5        TIME OF APPLICATION

           For the purposes of calculating any Purchase Commission, payments or
           other funds received by Burdale will be applied (conditional upon
           final collection) in satisfaction or reduction of the Company's
           liabilities under the Finance Documents one (1) Business Day
           following the date of receipt of funds by Burdale in the Payment
           Account. For the purposes of calculating the Facility Limit such
           payments will be applied (conditional upon final collection) in
           satisfaction or reduction of the Company's liabilities under the
           Finance Documents on the Business Day of receipt by Burdale in the
           Payment Account, provided that such payments are received within
           sufficient time (in accordance with Burdale's usual and customary
           practices as in effect from time to time) to credit the Company's
           loan and receivable and foreign exchange account on such day, and if
           not, then on the next Business Day.

10.        PAYMENTS AND TAXES

10.1       PAYMENTS

           (a)    Subject to Clause 9, all payments to be made by the Company to
                  Burdale under the Finance Documents will be made on or before
                  their due date in Sterling in cleared funds for value not
                  later than 11.00 a.m. on the day in question to the Payment
                  Account.

           (b)    If any payment under the Finance Documents would otherwise be
                  due on a day which is not a Business Day, it will be due on
                  the next succeeding Business Day or, if that Business Day
                  falls in the following month, on the preceding Business Day.

           (c)    If after receipt by Burdale of any payment of, or proceeds of
                  Collateral applied to the payment of, any of the Company's
                  payment liabilities, Burdale is required to surrender or
                  return such payment or proceeds to any person for any reason,
                  then


<PAGE>

                  the payment liabilities intended to be satisfied by such
                  payment or proceeds shall be treated as not having been
                  received by Burdale. The Company shall be liable to pay to
                  Burdale the amount of any payments or proceeds so surrendered
                  or returned. This Clause 10.1(c) shall remain effective
                  notwithstanding any action which may be taken by Burdale in
                  reliance upon such payment or proceeds and will survive the
                  termination or non-renewal of this Agreement.

10.2       TAXES

           (a)    Subject to Clause 10.2(c), all Taxes (other than Tax on the
                  overall net income of Burdale) due in respect of this
                  Agreement or any amounts paid or payable under the Finance
                  Documents will be paid by the Company when due and in any
                  event prior to the date on which penalties attach to such
                  Taxes, and the Company will indemnify Burdale for any cost,
                  loss or liability incurred by Burdale in respect of all such
                  Taxes.

           (b)    Subject to Clause 10.2(c), all payments by the Company of any
                  nature under the Finance Documents will be made without regard
                  to any equities between the Company and Burdale and in full
                  and free and clear of, and without any deduction or
                  withholding (whether in respect of set-off, restriction,
                  counterclaim, Taxes or otherwise whatsoever) unless the
                  deduction or withholding is required by law, in which event
                  the Company will:

                  (i)      ensure that the deduction or withholding does not
                           exceed the minimum amount legally required;

                  (ii)     pay to Burdale (or procure the payment to Burdale of)
                           an additional amount being the amount required to
                           procure that the aggregate net amount received by
                           Burdale will equal the full amount which would have
                           been received by it had no deduction or withholding
                           been made (including, for the avoidance of doubt, any
                           withholding or deduction on any additional amount
                           paid);

                  (iii)    pay to the relevant taxation or other authorities
                           within the period for payment permitted by the
                           applicable law such amount as is required to be paid
                           in consequence of the deduction or withholding
                           (including, but without prejudice to the generality
                           of the foregoing, the full amount of any deduction or
                           withholding from any additional amount paid pursuant
                           to paragraph (ii) above) and supply Burdale with
                           written evidence that it has made the appropriate
                           payment; and

                  (iv)     indemnify Burdale against any costs, loss or
                           liability incurred by it by reason of any failure of
                           the Company to make any deduction or withholding or
                           by reason of any increased payment not being made on
                           the due date for payment.

           (c)    If the Company has made an additional payment under Clause
                  10.2(b) in respect of any Tax and such Tax was not properly or
                  legally been charged or levied then Burdale will, upon the
                  Company's request and at the Company's expense, provide


<PAGE>

                  such documents to the Company as it may reasonably request to
                  enable it to contest the imposition of such Tax provided
                  always that the provision of such documents and the contesting
                  of the relevant Tax liability shall have no reasonable
                  likelihood of resulting in any liability for Burdale.

           (d)    If the Company has made an additional payment under Clause
                  10.2(b) in respect of any Tax and Burdale subsequently
                  receives a credit, relief or allowance in respect of that
                  payment then Burdale will, once a year during the term of this
                  Agreement or immediately after the term of this Agreement (if
                  applicable), apply the total amount of such credits, reliefs
                  or allowances to the reduction of the Company's liabilities
                  under the Finance Document in such manner as it thinks fit
                  (provided that (A) such payment to the Company does not result
                  in any additional liability for Burdale, (B) the Company has
                  made all the additional payments due from it under Clause
                  10.2(b) and (C) the Company has supplied evidence of such
                  payments to Burdale) and thereafter account to the Company for
                  any balance. Burdale will use reasonable endeavours to obtain
                  a tax credit as referred to above provided that it will not be
                  required to seek any such credit if that will result in
                  additional costs or legal or regulatory burdens on it which
                  are deemed by Burdale, in good faith, to be material. Burdale
                  shall have an absolute discretion as to whether to claim any
                  tax credit and if it does claim, the extent, order and manner
                  in which it does so. Burdale shall not be obliged to disclose
                  any information regarding its tax affairs or computations to
                  any other party.

11.        INCREASED COSTS

11.1       INCREASED COSTS

           If the result of any change in or introduction of or change in the
           interpretation or application of any law, regulation, treaty or
           official directive or official request (whether or not having the
           force of law but, if not, being of a type with which Burdale is
           accustomed to comply) or compliance by Burdale with the same
           including, without limitation, those relating to Taxation (but not
           Tax on overall net income of Burdale), or any other form of banking
           or monetary controls is to:

           (a)    increase the cost to Burdale of entering into this Agreement
                  or making or maintaining the Facility or maintaining any of
                  its commitments under the Finance Documents;

           (b)    increase the cost to Burdale of funding or having outstanding
                  any other amount paid out by it under the Finance Documents;

           (c)    reduce any amount payable to Burdale under the Finance
                  Documents or the effective return on its capital; or

           (d)    result in Burdale making any payment or foregoing any interest
                  or other return on or calculated by reference to any amount
                  received or receivable by it from the Company under the
                  Finance Documents,


<PAGE>

           then and in each such case:

                  (i)      Burdale will notify the Company in writing and
                           provide to the Company reasonable details of such
                           event promptly upon its becoming aware of the same;
                           and

                  (ii)     upon demand from time to time by Burdale, the Company
                           will pay to Burdale such amount as is necessary to
                           compensate Burdale for such increased cost (or the
                           proportion of such increased cost as is, in the
                           reasonable opinion of Burdale, attributable to its
                           entering into this Agreement or making or maintaining
                           the Facility or maintaining any commitment under the
                           Finance Documents), reduction, payment or foregone
                           interest or other return.

11.2       CERTIFICATE CONCLUSIVE

           The certificate of Burdale specifying the amount of compensation
           payable under Clause 11.1 will, in the absence of manifest error, be
           conclusive. Burdale will provide calculations in reasonable detail
           showing the calculation of any such amount, provided that Burdale
           will not be obliged to reveal any information which is confidential
           to Burdale.

12.        ILLEGALITY AND MONETARY UNION

12.1       ILLEGALITY

           In the event that any change in or introduction of or change in the
           interpretation or application of any law, regulation, treaty, or
           official directive or official request (whether or not having the
           force of law but, if not, being of a type with which Burdale is
           accustomed to comply) makes it unlawful (or contrary to such
           directive or request) in any jurisdiction applicable to Burdale for
           Burdale to make available or maintain the Facility or to give effect
           to its obligations under the Finance Documents, Burdale may give
           seven Business Days written notice to that effect to the Company
           whereupon the Facility will be cancelled and all the provisions of
           this Agreement will apply as if the cancellations or terminations had
           been a reduction of the Facility Limit to zero pursuant to Clause
           6.5.

12.2       EFFECT OF MONETARY UNION

           If the country of any national currency in which any amount is
           expressed to be payable under this Agreement participates in Economic
           and Monetary Union in accordance with article 109J of the treaty on
           European Union, then:

           (a)    any amount expressed to be payable under this Agreement in
                  that national currency shall be made in that national currency
                  or in euro as Burdale may, by not less than three Business
                  Days' notice to the Company to that effect, require;


<PAGE>

           (b)    any amount so required to be paid in euro shall be converted
                  from that national currency at the rate stipulated pursuant to
                  Article 109L(4) of the Treaty on European Union and payment of
                  the amount in euro derived from such conversion shall
                  discharge the obligation of the relevant party to pay such
                  national currency amount in accordance with, and subject to,
                  the Regulation(s) made pursuant to Article 109L(4);

           (c)    after consultation with the Company, Burdale shall be entitled
                  to make such amendments to this Agreement as it may reasonably
                  determine to be necessary to take account of monetary union
                  and any consequent changes in market practices (whether as to
                  the settlement or rounding of obligations, the calculation of
                  interest or otherwise howsoever).

           Any amendment so made to this Agreement by Burdale shall be promptly
           notified to the Company and shall be binding on the Company.

13.        GENERAL REPRESENTATIONS AND WARRANTIES

13.1       ACKNOWLEDGEMENT AND WARRANTIES

           The Company represents and warrants to Burdale that:

           (a)    CORPORATE EXISTENCE, POWER AND AUTHORITY; SUBSIDIARIES: Each
                  Corporate Obligor and each Related Company is a corporation
                  duly organised and in good standing under the laws of its
                  state of incorporation and is duly qualified as a foreign
                  corporation and in good standing in all jurisdictions where
                  the nature and extent of the business transacted by it or the
                  ownership of assets makes such qualification necessary, except
                  for those jurisdictions in which the failure to so qualify
                  would not have a Material Adverse Effect. The execution,
                  delivery and performance of this Agreement, the other Finance
                  Documents and the transactions contemplated hereunder and
                  thereunder are all within each Corporate Obligor's and each
                  Related Company's corporate powers, have been duly authorised
                  and are not in contravention of law or the terms of such
                  person's constituent or other organisational documentation or
                  any indenture, agreement or undertaking to which such person
                  is a party or by which such person or its property are bound.
                  This Agreement and the other Finance Documents constitute
                  legal, valid and binding obligations of each Corporate Obligor
                  and each Related Company (as the case may be) enforceable in
                  accordance with their respective terms. The Company has no
                  Subsidiaries except the other Corporate Obligors.

           (b)    FINANCIAL STATEMENTS; NO MATERIAL ADVERSE CHANGE: All
                  financial statements relating to any Corporate Obligor which
                  have been or may hereafter be delivered by such Corporate
                  Obligor to Burdale have been or will have been prepared in
                  accordance with GAAP and fairly present the financial
                  condition and the results of operations of such Corporate
                  Obligor as at the dates and for the periods set forth therein.
                  Except as disclosed in any interim financial statements
                  furnished by any Corporate Obligor or on behalf of any
                  Corporate Obligor to Burdale prior to the date of this
                  Agreement, there has been no material adverse change in the
                  assets,


<PAGE>

                  liabilities, properties and condition, financial or otherwise,
                  of such Corporate Obligor, since the date of the most recent
                  audited financial statements furnished by such Corporate
                  Obligor or on behalf of such Corporate Obligor to Burdale
                  prior to the date of this Agreement.

           (c)    PRIORITY OF SECURITY; TITLE TO PROPERTIES: The Encumbrances
                  and security interests granted to Burdale under the Finance
                  Documents constitute valid and perfected first priority
                  mortgages and charges and security interests in and upon the
                  Collateral subject only to the permitted pursuant to Clause
                  14(g). Each Corporate Obligor and each Related Company has
                  good and marketable title to all of its properties and assets
                  subject to no mortgages, pledges, security interests,
                  encumbrances or charges of any kind, except (i) those granted
                  to Burdale (ii) Encumbrances granted by GL Bermuda in favour
                  of the Company and (iii) such others as are specifically
                  permitted under Clause 14(g).

           (d)    TAX RETURNS: The Company has filed, or caused to be filed, in
                  a timely manner all Tax returns, reports and declarations
                  which are required to be filed by it (without requests for
                  extension except as previously disclosed in writing to
                  Burdale). All information in such Tax returns, reports and
                  declarations is complete and accurate in all material
                  respects. The Company has paid or caused to be paid all Taxes
                  due and payable or claimed due and payable in any assessment
                  received by it, except Taxes the validity of which are being
                  contested in good faith by appropriate proceedings diligently
                  pursued and available to the Company and with respect to which
                  adequate reserves have been set aside on its books. Adequate
                  provision has been made for the payment of all accrued and
                  unpaid domestic, foreign and other Taxes whether or not yet
                  due and payable and whether or not disputed.

           (e)    LITIGATION: Except as set forth on the Information Certificate
                  of the Company, there is no present investigation by any
                  governmental agency pending, or to the best of the Company's
                  knowledge threatened, against or affecting the Company, its
                  assets or business and there is no action, suit, proceeding or
                  claim by any person pending, or to the best of the Company's
                  knowledge threatened, against the Company or its assets or
                  goodwill, or against or affecting any transactions
                  contemplated by this Agreement, which has a material
                  possibility (as reasonably determined by Burdale) of being
                  adversely determined against the Company, and if adversely
                  determined would result in any Material Adverse Effect.

           (f)    COMPLIANCE WITH OTHER AGREEMENTS AND APPLICABLE LAWS: No
                  Corporate Obligor is in default under, or in violation of any
                  of the terms of, any agreement, contract, instrument, lease or
                  other commitment to which it is a party or by which it or any
                  of its assets are bound and each Corporate Obligor is in
                  compliance with all applicable provisions of laws, rules,
                  regulations, licenses, permits, approvals and orders of any
                  English, foreign, or local governmental authority where such
                  default or noncompliance would result in a Material Adverse
                  Effect.

           (g)    BANK ACCOUNTS: All of the deposit accounts, investment
                  accounts or other accounts in the name of or used by the
                  Company maintained at any bank or other


<PAGE>

                  financial institution are set forth on Schedule 9 to the
                  Debenture, subject to the right of a Company to establish new
                  accounts in accordance with Clause 14(l) below.

           (h)    YEAR 2000 COMPLIANCE: Any reprogramming required to permit the
                  proper functioning, in and following the year 2000, of (i) the
                  computer systems of the Company and (ii) equipment containing
                  embedded microchips (including systems and equipment supplied
                  by others or with which the systems of the Company interface)
                  and the testing of all such systems and equipment, as so
                  reprogrammed, has been completed in all material respects. The
                  computer and management information systems of the Company are
                  and, with ordinary course upgrading and maintenance, will
                  continue for the term of this Agreement to be, sufficient to
                  permit the Company to conduct its business without a material
                  adverse effect on its assets, business or condition (financial
                  or other).

           (i)    ACCURACY AND COMPLETENESS OF INFORMATION: All information
                  furnished by or on behalf of any Corporate Obligor in writing
                  to Burdale in connection with this Agreement or any of the
                  other Finance Documents or any transaction contemplated hereby
                  or thereby, including, without limitation, all information on
                  the Information Certificate of such Corporate Obligor is true
                  and correct in all material respects on the date as of which
                  such information is dated or certified and does not omit any
                  material fact necessary in order to make such information not
                  misleading. No event or circumstance has occurred which has
                  had or could reasonably be expected to have a material adverse
                  affect on the business, assets or condition (financial or
                  otherwise) of any Corporate Obligor, which has not been fully
                  and accurately disclosed to Burdale in writing.

13.2       SURVIVAL OF WARRANTIES; CUMULATIVE

           All representations and warranties contained in this Agreement or any
           of the other Finance Documents shall survive the execution and
           delivery of this Agreement and shall be deemed to have been made
           again to Burdale on each date a Request is submitted and on each
           Utilisation Date and shall be conclusively presumed to have been
           relied on by Burdale regardless of any investigation made or
           information possessed by Burdale. The representations and warranties
           set forth herein shall be cumulative and in addition to any other
           representations or warranties which the Company shall now or
           hereafter give, or cause to be given, to Burdale pursuant to any
           Finance Document.

14.        GENERAL UNDERTAKINGS

           The Company undertakes to Burdale that:

           (a)    MAINTENANCE OF EXISTENCE: The Company shall at all times
                  preserve, renew and keep in full force and effect its
                  corporate existence and rights and franchises with respect
                  thereto and maintain in full force and effect all permits,
                  licenses, trademarks, trade names, approvals, authorisations,
                  leases and contracts necessary to carry on the business as
                  presently or proposed to be conducted PROVIDED, however, that
                  the Company may (i) cause any other Corporate Obligor to
                  dissolve


<PAGE>

                  or otherwise surrender any of the foregoing and (ii) abandon
                  any permit, license, trademark, trade name, approval or
                  authorisation it no longer deems material to its business. The
                  Company shall give Burdale thirty (30) days' prior notice of
                  any proposed change of name or structure, which notice shall
                  set forth the proposed new name or structure and Company shall
                  deliver to Burdale a copy of the amendment to the applicable
                  constituent document of the Company providing for such change
                  appropriately certified as soon as it is available.

           (b)    COMPLIANCE WITH LAWS, REGULATIONS, ETC.: The Company shall, at
                  all times, comply in all material respects with all laws,
                  rules, regulations, directives, licenses, permits, consents,
                  authorisations, approvals and orders applicable to it and duly
                  observe all requirements of any national or local governmental
                  authority, and all statutes and any guidance, circular or
                  regulations issued thereunder, subordinate legislation, common
                  law, equity, rules, orders, permits and stipulations relating
                  to environmental pollution and employee health and safety,
                  where such non-compliance would result in a Material Adverse
                  Effect.

           (c)    PAYMENT OF TAXES AND CLAIMS: The Company shall duly pay and
                  discharge all Taxes, assessments, contributions and
                  governmental charges upon or against it or its properties or
                  assets, except for Taxes the validity of which are being
                  contested in good faith by appropriate proceedings diligently
                  pursued and available to the Company and with respect to which
                  adequate reserves have been set aside on its books. The
                  Company shall be liable for any Tax or penalties imposed on
                  Burdale as a result of the financing arrangements provided for
                  herein and the Company agrees to indemnify and hold Burdale
                  harmless with respect to the foregoing, and to repay to
                  Burdale on demand the amount thereof, and until paid by the
                  Company such amount shall be added and deemed part of the
                  Outstanding Purchase Amount. The foregoing indemnity shall
                  survive the payment of the Obligations and the termination or
                  non-renewal of this Agreement.

           (d)    INSURANCE: The Company shall, at all times, maintain with
                  financially sound and reputable insurers insurance with
                  respect to the Collateral against loss or damage and all other
                  insurance of the kinds and in the amounts customarily insured
                  against or carried by corporations of established reputation
                  engaged in the same or similar businesses and similarly
                  situated. The Company shall furnish certificates, policies or
                  endorsements to Burdale as Burdale shall require as proof of
                  such insurance, and, if the Company fails to do so, Burdale is
                  authorised, but not required, to obtain such insurance at the
                  expense of the Company. All policies shall provide for at
                  least thirty (30) days prior written notice to Burdale of any
                  cancellation. The Company shall cause Burdale to be named as a
                  loss payee and an additional insured (but without any
                  liability for any premiums) under such insurance policies and
                  the Company shall obtain non-contributory lender's loss
                  payable endorsements to all casualty insurance policies in
                  form and substance satisfactory to Burdale. At its option,
                  Burdale may apply any insurance proceeds received by Burdale
                  at any time to the cost of repairs or replacement of
                  Collateral and/or to payment of the Obligations, whether or
                  not then due, in any order and in such manner as Burdale may
                  determine or hold such proceeds as cash collateral for the
                  Obligations.


<PAGE>

           (e)    FINANCIAL STATEMENTS AND OTHER INFORMATION:

                  (i)      The Company shall keep proper books and records in
                           which true and complete entries shall be made of all
                           dealings or transactions of or in relation to the
                           Collateral and the business of the Company and its
                           Subsidiaries in accordance with GAAP and the Company
                           shall furnish or cause to be furnished to Burdale:
                           (1) within thirty (30) days after the end of each
                           fiscal month, monthly unaudited consolidated and
                           consolidating financial statements of the Company and
                           its Subsidiaries (including in each case balance
                           sheets, statements of profit and loss, statements of
                           cash flow and statements of shareholders' funds), all
                           in reasonable detail, fairly presenting the financial
                           position and the results of the operations of the
                           Company and its Subsidiaries as of the end of and
                           through such month, (2) within sixty (60) days after
                           the end of each fiscal quarter, quarterly unaudited
                           consolidated and consolidating financial statements
                           of the Company and its Subsidiaries (including in
                           each case balance sheets, statements of profit and
                           loss, statements of cash flow and statements of
                           shareholders' funds, stock figures and valuations for
                           that quarter, a breakdown of the value and identity
                           of preferential creditors for that quarter and
                           details of all input and output VAT at the end of
                           each VAT quarter), all in reasonable detail, fairly
                           presenting the financial position and the results of
                           the operations of the Company and its Subsidiaries as
                           of the end of and through such fiscal quarter, and
                           (3) within one hundred twenty (120) days after the
                           end of each fiscal year, audited consolidated and
                           consolidating financial statements of the Company and
                           its Subsidiaries (including in each case balance
                           sheets, statements of profit and loss, statements of
                           cash flow and statements of shareholders' funds), and
                           the accompanying notes thereto, all in reasonable
                           detail, fairly presenting the financial position and
                           the results of the operations of the Company and its
                           Subsidiaries as of the end of and for such fiscal
                           year, together with the opinion of the Company's
                           auditors, which shall be a nationally recognised
                           independent accounting firm or, if not, another
                           independent accounting firm selected by the Company
                           and reasonably acceptable to Burdale, that such
                           financial statements have been prepared in accordance
                           with GAAP, and present a true and fair view of the
                           results of operations and financial condition of the
                           Company and its Subsidiaries as of the end of and for
                           the fiscal year then ended.

                  (ii)     The Company shall promptly notify Burdale in writing
                           of the details of (i) any loss, damage,
                           investigation, action, suit, proceeding or claim
                           relating to the Collateral or any other property
                           which is security for the Obligations or which would
                           result in any material adverse change in any
                           Company's business, properties, assets, or condition,
                           financial or otherwise and (ii) the occurrence of any
                           Default.

                  (iii)    The Company shall promptly after the sending or
                           filing thereof furnish or cause to be furnished to
                           Burdale copies of all financial reports which GLC


<PAGE>

                           sends to its stockholders generally and copies of all
                           reports and registration statements which any GLC or
                           any other Borrower (as defined in the Loan Agreement)
                           with the U.S. Securities and Exchange Commission, any
                           U.S. national securities exchange or the National
                           Association of Securities Dealers, Inc.

                  (iv)     The Company shall furnish or cause to be furnished to
                           Burdale such budgets, forecasts, projections and
                           other information in respect of the Collateral and
                           the business of the Company, as Burdale may, from
                           time to time, reasonably request. Burdale is hereby
                           authorised to deliver a copy of any financial
                           statement or any other information relating to the
                           business of any Obligor and any Related Company to
                           any court or other government agency or to any
                           participant or assignee or prospective participant or
                           assignee. The Company hereby irrevocably authorises
                           and directs all accountants or auditors to deliver to
                           Burdale, at Company's expense, copies of the
                           financial statements of any Corporate Obligor or
                           Related Company and any reports or management letters
                           prepared by such accountants or auditors on behalf of
                           any Corporate Obligor or Related Company and to
                           disclose to Burdale such information as they may have
                           regarding the business of any Corporate Obligor or
                           Related Company. Any information provided to Burdale
                           pursuant to this Clause 14(e)(iv) shall be subject to
                           the provisions of Clause 24.2. Any documents,
                           schedules, invoices or other papers delivered to
                           Burdale may be destroyed or otherwise disposed of by
                           Burdale one (1) year after the same are delivered to
                           Burdale, except as otherwise designated by the
                           Company to Burdale in writing.

           (f)    SALE OF ASSETS, CONSOLIDATION, MERGER, DISSOLUTION, ETC.: The
                  Company shall not, directly or indirectly:

                  (i)      merge, amalgamate or consolidate with any other
                           person or permit any other person to merge,
                           amalgamate or consolidate with it;

                  (ii)     sell, assign, lease, transfer, abandon or otherwise
                           dispose of any stock or indebtedness to any other
                           person or any of its assets to any other person
                           (except for (1) sales of stock in the ordinary course
                           of business, (2) the disposition of worn-out or
                           obsolete Equipment or Equipment no longer used in the
                           business of the Company so long as (A) any proceeds
                           are paid into the Blocked Accounts and (B) such sales
                           do not involve Equipment having an aggregate fair
                           market value in excess of the Sterling equivalent of
                           One Million Dollars ($1,000,000) for all such
                           Equipment disposed of in any fiscal year of the
                           Company and (3) in connection with the sale of all or
                           substantially all the assets of the Company or a
                           Subsidiary of the Company or the sale of all the
                           share capital of the Company or a Subsidiary of the
                           Company, sales of such assets or share capital having
                           an aggregate fair market value not to exceed the
                           Sterling equivalent of Twenty Five Million Dollars
                           ($25,000,000) less the fair market value of any
                           assets or share capital previously sold by the
                           Company or such Subsidiary in connection with the
                           sale of all or substantially all the assets of the
                           Company or such


<PAGE>

                           Subsidiary or the sale of all the share capital of
                           such Subsidiary during the term of this Agreement,
                           PROVIDED THAT (A) no Default exists or has occurred
                           and is continuing immediately prior to and after
                           giving effect to such sale and (B) the Company shall
                           pay to Burdale the greater of (1) fifty percent (50%)
                           of the amount by which the aggregate amount (net of
                           Taxes, assumed liabilities and transaction costs)
                           received by the Company from all such sales exceeds
                           the Sterling Equivalent of Five Million Dollars
                           ($5,000,000) and one-hundred percent (100%) of the
                           amount by which the aggregate amount (net of Taxes,
                           assumed liabilities and transaction costs) received
                           by the Company from all such sales exceeds the
                           Sterling Equivalent of Ten Million Dollars
                           ($10,000,000) or (2) the portion of the amount of
                           then Outstanding Purchase Price advanced against any
                           Receivables sold in connection with any such sales
                           (it being agreed that any such payments to Burdale
                           shall not reduce the Facility Limit unless made
                           pursuant to Clause 6.5 and shall not be included in
                           calculating the lending limits hereunder);

                  (iii)    form any Subsidiaries, unless the aggregate amount of
                           all contributions made by the Company to such
                           Subsidiaries is less than the Sterling equivalent of
                           Three Million Dollars ($3,000,000) in the aggregate
                           during the term of this Agreement and PROVIDED THAT
                           (1) no Event of Default or Default, exists or has
                           occurred and is continuing immediately prior to and
                           after giving effect to the formation of each such
                           Subsidiary, (2) if any such Subsidiary is formed on
                           or prior to April 15, 2000, Total Excess Availability
                           exceeds Fifteen Million Dollars ($15,000,000)
                           immediately prior to and after giving effect to such
                           formation or if any such Subsidiary is formed after
                           April 15, 2000, Total Excess Availability exceeds Ten
                           Million Dollars ($10,000,000) immediately prior to
                           and after giving effect to such formation, (3) any
                           such Subsidiary formed engages in a line of business
                           compatible but not competitively adverse with the
                           Company's line of business and (4) the Company shall
                           not contribute to any such Subsidiary any Collateral
                           with a fair market value exceeding in the aggregate
                           more than Ten Thousand Dollars ($10,000) during the
                           term of this Agreement or any proprietary information
                           except that a license to use such proprietary
                           information on a non-exclusive basis shall not be
                           deemed to be a contribution of proprietary
                           information for purposes of this Clause 14(f)(iii);

                  (iv)     acquire the share capital of any person in which such
                           person would become a Subsidiary of the Company
                           except for Permitted Acquisitions;

                  (v)      wind up, liquidate or dissolve except following the
                           transfer of all or substantially all of its assets in
                           a transaction permitted by Clause 14(f)(iii)(3) and
                           14(f)(iii)(4) of this Clause 14(f); or

                  (vi)     agree to do any of the foregoing.

           (g)    ENCUMBRANCES: No Corporate Obligor shall create, incur, assume
                  or suffer to exist any security interest, mortgage, pledge,
                  lien, charge or other Encumbrance


<PAGE>

                  of any nature whatsoever on any of its assets or properties,
                  including, without limitation, the Collateral, except:

                  (i)      the Encumbrances and security interests of Burdale;

                  (ii)     easements, licenses, covenants and other restrictions
                           affecting the use of real property which do not
                           interfere in any material respect with the use of
                           such real property or ordinary conduct of the
                           business of such Obligor as presently conducted
                           thereon or materially impair the value of the real
                           property which may be subject thereto;

                  (iii)    purchase money security interests in Equipment
                           (including finance leases) not so long as such
                           security interests do not apply to any property of
                           such Obligor other than the Equipment so acquired,
                           and the indebtedness secured thereby does not exceed
                           the cost of the Equipment so acquired, as the case
                           may be; and

                  (iv)     the security interests and Encumbrances granted by
                           the Company in favour of Barclays Bank PLC as at the
                           date of this Agreement or replacements therefor that
                           do not extend to any other property or increase the
                           amounts secured.

           (h)    INDEBTEDNESS: No Corporate Obligor shall incur, create,
                  assume, become or be liable in any manner with respect to, or
                  permit to exist, any obligation for borrowed money or
                  indebtedness, except:

                  (i)      the Obligations;

                  (ii)     trade obligations and normal accruals in the ordinary
                           course of business not yet due and payable, or with
                           respect to which such Corporate Obligor is contesting
                           in good faith the amount or validity thereof by
                           appropriate proceedings diligently pursued and
                           available to such Corporate Obligor, and with respect
                           to which adequate reserves have been set aside on its
                           books;

                  (iii)    purchase money indebtedness (including finance
                           leases) to the extent not incurred or secured by
                           Encumbrances (including finance leases) in violation
                           of any other provision of this Agreement;

                  (iv)     indebtedness set forth on the Information Certificate
                           of such Corporate Obligor, PROVIDED THAT, (1) such
                           Corporate Obligor may only make regularly scheduled
                           payments of principal and interest in respect of such
                           indebtedness in accordance with the terms of the
                           agreement or instrument evidencing or giving rise to
                           such indebtedness as in effect on the date hereof,
                           (2) such Corporate Obligor shall not, directly or
                           indirectly, (A) amend, modify, alter or change the
                           terms of such indebtedness or any agreement, document
                           or instrument related thereto as in effect on the
                           date hereof, or (B) except as otherwise permitted
                           under this Agreement, redeem, retire, defease,
                           purchase or otherwise acquire such indebtedness, or
                           set aside


<PAGE>

                           or otherwise deposit or invest any sums for such
                           purpose, and (3) such Corporate Obligor shall furnish
                           to Burdale all notices or demands in connection with
                           such indebtedness either received by such Corporate
                           Obligor or on its behalf, promptly after the receipt
                           thereof, or sent by such Corporate Obligor or on its
                           behalf, concurrently with the sending thereof, as the
                           case may be;

                  (v)      indebtedness owing to a Borrower, GL Canada, GLC or
                           GIFL, PROVIDED THAT no Default exists or has occurred
                           and is continuing immediately prior to and after
                           giving effect to the incurrence, creation or
                           assumption of such indebtedness; and

                  (vi)     other indebtedness together with other indebtedness
                           of all other Borrowers not otherwise permitted under
                           paragraphs (h)(i) to (h)(v) above at any one time not
                           exceeding the Sterling equivalent of Two Million
                           Dollars ($2,000,000) outstanding in the aggregate.

           (i)    LOANS, INVESTMENTS, GUARANTEES, ETC.: No Corporate Obligor
                  shall, directly or indirectly, make any loans or advance money
                  or property to any person, or invest in (by capital
                  contribution, dividend or otherwise) or purchase or repurchase
                  the stock or indebtedness or all or a substantial part of the
                  assets or property of any person, or guarantee, assume,
                  endorse, or otherwise become responsible for (directly or
                  indirectly) the indebtedness, performance, obligations or
                  dividends of any person or agree to do any of the foregoing,
                  except:

                  (i)      the endorsement of instruments for collection or
                           deposit in the ordinary course of business;

                  (ii)     investments in: (1) short-term direct obligations of
                           the United Kingdom and (2) negotiable certificates of
                           deposit issued by any bank satisfactory to Burdale,
                           payable to the order of the relevant Corporate
                           Obligor or to bearer and delivered to Burdale,
                           PROVIDED THAT as to any of the foregoing, unless
                           waived in writing by Burdale, the relevant Corporate
                           Obligor shall take such actions as are deemed
                           necessary by Burdale to perfect the security interest
                           of Burdale in such investments;

                  (iii)    the guarantees set forth in the Information
                           Certificate of each Corporate Obligor;

                  (iv)     Permitted Acquisitions and any transaction permitted
                           by Clause 14(a) and 14(f) ;

                  (v)      loans or advances to, or investments in, or purchases
                           or repurchases of the shares, assets or indebtedness
                           of a Borrower or GL Canada or guarantees or the
                           assumption of letter of credit obligations for the
                           benefit of a Borrower or GL Canada; provided that,
                           (1) no Default exists or has occurred and is
                           continuing immediately prior to and after giving
                           effect to any such loan, advance, investment,
                           purchase, repurchase, guarantee or assumption of
                           letter


<PAGE>

                           of credit obligation and (2) such loans, advances,
                           investments, purchases or repurchases do not violate
                           the capitalisation requirements of the relevant
                           Corporate Obligor under applicable laws;

                  (vi)     loans or advances to GIFL or GLC; provided that, (i)
                           no Default exists or has occurred and is continuing
                           immediately prior to and after giving effect to such
                           loans or advances, (ii) such loans or advances do not
                           violate the capitalisation requirements of the
                           relevant Corporate Obligor under applicable laws, and
                           (iii) all the proceeds of such loans or advances are
                           immediately loaned or advanced by GIFL or GLC, as the
                           case may be, to GL Canada or a Borrower;

                  (vii)    loans or advances to the GLC (1) for the purpose of
                           paying interest due under the Senior Notes, (2) for
                           the purpose of paying management fees to the Sponsors
                           (as defined in the Loan Agreement) or any of their
                           affiliates in an aggregate amount not to exceed the
                           Sterling equivalent of Seven Hundred Thousand Dollars
                           ($700,000) less amounts paid by any Borrower or GL
                           Canada for such purpose in any fiscal year of the
                           Company, or loans or advances to GLC for the purposes
                           set forth in Schedule 9.10 of the Loan Agreement in
                           an aggregate amount not to exceed the Sterling
                           equivalent of $23,000,000 less amounts paid by the
                           Borrowers or GL Canada for such purposes in any
                           fiscal year of the Company PROVIDED THAT, (1) no
                           Default exists or has occurred and is continuing
                           immediately prior to and after giving effect to such
                           loans, advances, guarantees or the assumption of
                           letter of credit obligations, (2) such loans,
                           advances, guarantees or the assumption of letter of
                           credit obligations do not violate the capitalisation
                           requirements of the relevant Corporate Obligor under
                           applicable laws;

                  (viii)   loans or advances to, or guarantees or the assumption
                           of letter of credit obligations for the benefit of
                           GLC or a Subsidiary of GLC (other than a Borrower, GL
                           Canada) PROVIDED THAT (1) no Default exists or has
                           occurred and is not continuing immediately prior to
                           and after giving effect to such loans, advances,
                           guarantees, (2) such loans, advances, guarantees or
                           the assumption of letter of credit obligations do not
                           violate the capitalisation requirements of the
                           relevant Corporate Obligor under applicable laws, (3)
                           if such loans, advances, guarantees or assumption of
                           letter of credit obligations are made on or prior to
                           April 15, 2000, Total Excess Availability exceeds
                           Fifteen Million Dollars ($15,000,000) immediately
                           prior to and after giving effect to such loans,
                           advances, guarantees or the assumption of letter of
                           credit obligations or if such loans, advances,
                           guarantees or the assumption of letter of credit
                           obligations are made after April 15, 2000, Total
                           Excess Availability exceeds Ten Million Dollars
                           ($10,000,000) immediately prior to and after giving
                           effect to such loans, advances, guarantees or the
                           assumption of letter of credit obligations and (iv)
                           such loans or advances are evidenced by a promissory
                           note or notes, the rights to which have been
                           collaterally pledged to Burdale; and


<PAGE>

                  (ix)     other outstanding loans or advances by the Corporate
                           Obligors not to exceed in aggregate the Sterling
                           equivalent of One Million Dollars ($1,000,000) at any
                           time.

           (j)    DIVIDENDS AND REDEMPTIONS: The Company shall not, directly or
                  indirectly, declare or pay any dividends on account of any
                  shares of any class of share capital, as the case may be, of
                  the Company now or hereafter outstanding, or set aside or
                  otherwise deposit or invest any sums for such purpose, or
                  redeem, retire, defease, purchase or otherwise acquire any
                  shares of any class of share capital or, as the case may be,
                  (or set aside or otherwise deposit or invest any sums for such
                  purpose) for any consideration other than ordinary share
                  capital or apply or set apart any sum, or make any other
                  distribution (by reduction of capital or otherwise) in respect
                  of any such shares, as the case may be, or agree to do any of
                  the foregoing.

           (k)    TRANSACTIONS WITH AFFILIATES: No Corporate Obligor shall enter
                  into any transaction for the purchase, sale or exchange of
                  property or the rendering of any service to or by any
                  affiliate, except in the ordinary course of and pursuant to
                  the reasonable requirements of such Corporate Obligor's
                  business and upon fair and reasonable terms no less favourable
                  to such Corporate Obligor than such Corporate Obligor would
                  obtain in a comparable arm's length transaction with an
                  unaffiliated person. For this purpose, affiliate shall not
                  include any Borrower, any Corporate Obligor, GL Canada, GLC,
                  GL Bermuda or GIFL.

           (l)    ADDITIONAL BANK ACCOUNTS: No Corporate Obligor shall, directly
                  or indirectly, open, establish or maintain any deposit
                  account, investment account or any other account with any bank
                  or other financial institution, other than the Charged
                  Accounts as set forth in Schedule 9 to the Debenture, except:
                  (i) as to any new or additional Blocked Accounts and other
                  such new or additional accounts which contain any Collateral
                  or proceeds thereof, with the prior written consent of Burdale
                  and subject to such conditions thereto as Burdale may
                  establish or as required by this Agreement and (ii) as to any
                  accounts used by such Company to make payments of payroll,
                  Taxes or other obligations to third parties, after prior
                  written notice to Burdale.

           (m)    FURTHER ASSURANCES: At the request of Burdale at any time and
                  from time to time, the each Corporate Obligor shall, at its
                  expense, duly execute and deliver, or cause to be duly
                  executed and delivered, such further agreements, documents and
                  instruments, and do or cause to be done such further acts as
                  may be necessary or proper to evidence, perfect, maintain and
                  enforce the security interests and the priority thereof in the
                  Collateral and to otherwise effectuate the provisions or
                  purposes of this Agreement or any of the other Finance
                  Documents. Burdale may at any time and from time to time
                  request a certificate from an officer of any Corporate Obligor
                  representing on behalf of such Corporate Obligor that all
                  conditions precedent to the making of a Utilisation and
                  providing of any L/C contained herein are satisfied. In the
                  event of such request by Burdale, Burdale may, at its option,
                  cease to allow any further Utilisation or provide any further


<PAGE>

                  L/C's until Burdale has received such certificate and, in
                  addition, Burdale has determined that such conditions are
                  satisfied.

15.        EVENTS OF DEFAULT

15.1       DEFAULT

           Each of the events specified below constitutes an Event of Default:

           (a)    any Obligor or GLC fails to pay when due any of the
                  Obligations (other than interest or fees due hereunder);

           (b)    the Company fails to pay any interest or fees within three (3)
                  days after such interest or fees become due hereunder,
                  PROVIDED THAT such three (3) day period shall not apply in the
                  event that Company intentionally diverts payments on
                  Receivables or other proceeds of Collateral from the Blocked
                  Accounts;

           (c)    any Obligor or GLC fails to perform any of the terms,
                  covenants, conditions or provisions contained in this
                  Agreement or any of the other Finance Documents and such
                  failure shall continue for ten (10) Business Days, PROVIDED
                  THAT, such ten (10) Business Day period shall not apply in the
                  case of (1) any failure to perform a term, covenant, condition
                  or provision which results in the occurrence of an Event of
                  Default addressed in any other provision or paragraph of this
                  Clause 15.1, (2) any failure to perform any such term,
                  covenant, condition or provision that has been the subject of
                  two (2) previous failures within the prior twelve (12) month
                  period or (3) an intentional breach by any Obligor or GLC of
                  such term, covenant, condition or provision;

           (d)    any representation, warranty or statement of fact made by the
                  Company to Burdale in this Agreement, the other Finance
                  Documents or any other agreement, schedule, confirmatory
                  assignment or otherwise shall when made or deemed made be
                  false or misleading in any material respect;

           (e)    any Obligor or any Related Company revokes or terminates any
                  of the terms, covenants, conditions or provisions of any
                  guarantee, endorsement or other agreement of such party in
                  favour of Burdale;

           (f)    any judgment for the payment of money is rendered against any
                  Obligor in excess of the Sterling equivalent of Two Million
                  Five Hundred Thousand Dollars ($2,500,000) in any one case or
                  in excess of the Sterling equivalent of Five Million Dollars
                  ($5,000,000) in the aggregate and shall remain undischarged or
                  unvacated for a period in excess of thirty (30) days or
                  execution shall at any time not be effectively stayed, or any
                  material judgment other than for the payment of money, or
                  injunction, attachment, sequestration, distress, garnishment
                  or execution is rendered against the Company or any of its
                  assets;

           (g)    any Obligor dissolves or suspends or discontinues doing
                  business;


<PAGE>

           (h)    Any liquidator, trustee in bankruptcy, judicial custodian,
                  compulsory manager, receiver, administrative receiver,
                  administrator or the like is appointed in respect of any
                  Obligor or any material part of its assets.

           (i)    The directors of any Corporate Obligor request the appointment
                  of a liquidator, trustee in bankruptcy, judicial custodian,
                  compulsory manager, receiver, administrative receiver,
                  administrator or the like.

           (j)    Any other steps are taken to enforce any Encumbrance over any
                  material part of the assets of any Obligor.

           (k)    Any Obligor is, or is deemed for the purposes of any law to
                  be, unable to pay its debts as they fall due or to be
                  insolvent, or admits inability to pay its debts as they fall
                  due.

           (l)    Any Obligor suspends making payments on all or any class of
                  its debts or announces an intention to do so, or a moratorium
                  is declared in respect of any of its indebtedness.

           (m)    Any Obligor, by reason of financial difficulties, begins
                  negotiations with all or any class of its creditors with a
                  view to the readjustment or rescheduling of any of its
                  indebtedness.

           (n)    Any step (including petition, proposal or convening a meeting)
                  is taken with a view to a composition, assignment or
                  arrangement with any creditors of any Obligor.

           (o)    A meeting of any Corporate Obligor or is convened for the
                  purpose of considering any resolution for (or to petition for)
                  its winding-up or for its administration or any such
                  resolution is passed.

           (p)    Any person presents a petition for the winding-up or for the
                  administration or for the bankruptcy of any Obligor unless
                  (other than in the case of a petition for administration) the
                  relevant Obligor can demonstrate to the satisfaction of
                  Burdale (acting reasonably) that the relevant petition is
                  frivolous, vexatious or an abuse of process of the court or
                  that it relates to a claim to which the relevant Obligor has a
                  good defence which it is diligently pursuing.

           (q)    An order for the winding-up or administration or bankruptcy of
                  any Obligor is made.

           (r)    Any other step (including petition, proposal or convening a
                  meeting) is taken with a view to administration,
                  custodianship, liquidation, winding-up, dissolution or
                  bankruptcy of any Obligor or any other insolvency or analogous
                  proceedings involving any such person unless, in the case of a
                  petition (other than in the case of a petition for
                  administration) the relevant Obligor can demonstrate to the
                  satisfaction of Burdale (acting reasonably) that the relevant
                  petition is frivolous,


<PAGE>

                  vexatious or an abuse of process of the court or that it
                  relates to a claim to which the relevant Obligor has a good
                  defence which it is diligently pursuing.

           (s)    There occurs, in relation to any Obligor, any event anywhere
                  which, in the opinion of Burdale, appears to correspond with
                  any of those mentioned in paragraphs (h) to (r) (inclusive)
                  above.

           (t)    any default by any Obligor or any Related Company under any
                  agreement, document or instrument relating to any indebtedness
                  for borrowed money owing to any person other than Burdale, or
                  any capitalised lease obligations, contingent indebtedness in
                  connection with any guarantee, letter of credit, indemnity or
                  similar type of instrument in favour of any person other than
                  Burdale, in any case in an amount in excess of the Sterling
                  equivalent of Two Million Five Hundred Thousand Dollars
                  ($2,500,000), which default continues for more than the
                  applicable cure period, if any, with respect thereto;

           (u)    GLC ceases to hold, directly or indirectly, all of the share
                  capital of the Company;

           (v)    the indictment or threatened indictment of any Corporate
                  Obligor or any Related Company under any criminal statute, or
                  the commencement or threatened commencement of criminal or
                  civil proceedings against any Corporate Obligor or any Related
                  Company, pursuant to which statute or proceedings the
                  penalties or remedies sought or available include forfeiture
                  of any of the material property of such Corporate Obligor or
                  Related Company (as the case may be);

           (w)    any default by any Borrower or GL Canada or an "Event of
                  Default" shall occur under the terms of the Loan Agreement or
                  the Canadian Loan Agreement or any other agreement, document,
                  note and/or instrument executed or delivered in connection
                  therewith;

           (x)    there shall be a material adverse change in the business,
                  assets or condition (financial or otherwise) of any Corporate
                  Obligor or any Related Company after the date hereof; or

           (y)    there shall be an Event of Default under any of the other
                  Finance Documents and/or Financing Agreements.

15.2       ACTION ON DEFAULT

           Upon the occurrence of any Event of Default and whilst the same is
           continuing, and without prejudice to any of Burdale's rights under
           this Agreement, Burdale may, by notice to the Company:

           (a)    declare that an Event of Default has occurred; and/or

           (b)    declare that the Facility shall be cancelled, whereupon the
                  Facility shall be so cancelled and all fees (including without
                  limitation pursuant to Clause 6.5(b))


<PAGE>

                  payable in relation to the Facility shall become immediately
                  due and payable; and/or

           (c)    declare that the Company shall forthwith pay or procure the
                  payment to Burdale of a sufficient sum to cover the amount of
                  all Outstanding Purchase Price and/or any contingent
                  obligations of Burdale under any outstanding L/Cs, whereupon
                  the same shall become immediately due and payable and, once
                  paid, shall be held by Burdale in an interest bearing account
                  for application against such Outstanding Purchase Price or
                  contingent obligation (as the case may be), provided that any
                  sum remaining after settling such payments shall be applied
                  first in settlement of any other amounts then due and payable
                  to Burdale under the Finance Documents and, subject to that,
                  any balance shall be promptly repaid to the Company or other
                  person entitled to the balance.

15.3       APPOINTMENT OF INSOLVENCY OFFICER

           If any liquidator, trustee in bankruptcy, judicial custodian,
           compulsory manager, receiver, administrative receiver, administrator
           or any other insolvency officer (or its equivalent in any
           jurisdiction) is appointed in respect of any Obligor or any Related
           Company or any part of its assets (whether on the application or with
           the consent of Burdale or otherwise) then Burdale may (with or
           without it first having exercised any of its other rights under the
           Finance Documents), by notice to the Company, declare that the fee
           specified in Clause 6.5(b) be immediately due and payable or, at
           Burdale's option, payable upon demand as if the Facility Limit at
           such time had been reduced to zero, whereupon such fee shall become
           immediately due and payable or payable on demand (as the case may
           be).

16.        COSTS, EXPENSES AND FEES

16.1       COSTS AND EXPENSES

           The Company shall pay to Burdale on demand all reasonable costs,
           expenses, filing fees and Taxes paid or payable in connection with
           the preparation, negotiation, execution, delivery, recording,
           administration, collection, liquidation, enforcement and defence of
           the Obligations, Burdale's rights in the Collateral, this Agreement,
           the other Financing Agreements and all other documents related hereto
           or thereto, including any amendments, supplements or consents which
           may hereafter be contemplated (whether or not executed) or entered
           into in respect hereof and thereof, including, but not limited to:

           (a)    all costs and expenses of filing, registering or recording
                  (including filing Taxes and fees, documentary Taxes,
                  intangibles Taxes and mortgage recording Taxes and
                  presentation fees, if applicable);

           (b)    all costs and expenses and fees for title insurance and other
                  insurance premiums, environmental audits, surveys,
                  assessments, engineering reports and inspections, appraisal
                  fees and search fees;


<PAGE>

           (c)    costs and expenses of remitting loan proceeds, collecting
                  cheques and other items of payment, and establishing and
                  maintaining the Charged Accounts, together with Burdale's
                  customary charges and fees with respect thereto;

           (d)    charges, fees or expenses charged by any bank or issuer in
                  connection with the L/C's;

           (e)    costs and expenses of preserving and protecting the
                  Collateral;

           (f)    costs and expenses paid or incurred in connection with
                  obtaining payment of the Obligations, enforcing the security
                  interests and Encumbrances of Burdale, selling or otherwise
                  realising the Collateral, and otherwise enforcing the
                  provisions of this Agreement and the other Finance Documents
                  or defending any claims made or threatened against Burdale
                  arising out of the transactions contemplated hereby and
                  thereby (including, without limitation, preparations for and
                  consultations concerning any such matters);

           (g)    all out-of-pocket expenses and costs incurred by Burdale's
                  examiners in the conduct of their periodic field examinations
                  of the Collateral and any Company's operations, plus a charge
                  at the rate of the Daily Rate, per day for Burdale's examiners
                  in the field and office; and

           (h)    the fees and disbursements (plus VAT) of legal advisors to
                  Burdale in connection with any of the foregoing.

16.2       FEES

           (A)    FACILITY FEE: The Company will pay to Burdale today a facility
                  fee equal to 0.75% on the amount of the Facility Limit.

           (B)    COMMITMENT FEE: The Company will pay to Burdale a commitment
                  fee computed at the rate of 0.375% per annum on the daily
                  undrawn/unutilised balance of the Facility Limit. Accrued
                  Commitment Fee shall be payable monthly in arrears from
                  today's date and also on the date on which the Facility is
                  terminated. Commitment fee shall accrue from day to day and be
                  calculated on the basis of a 365 day year and for the actual
                  number of days elapsed.

           (C)    MONITORING FEE: The Company will pay to Burdale a monitoring
                  fee of $2,000 monthly in advance with the first payment to be
                  made on today's date.

           (D)    L/C FEE: The Company will pay to Burdale a fee equal to 1.25%
                  per annum on the face amount of each L/C issued at the
                  Company's request in respect of the period between the date of
                  issue of the L/C and the End Date of such L/C. The fee shall
                  be calculated on the basis of a 365 day year and shall be paid
                  monthly in arrears and on the End Date of such L/C.

17.        INDEMNITIES

17.1       CURRENCY INDEMNITY


<PAGE>

           If any amount payable by the Company under or in connection with any
           of the Finance Documents is received by Burdale in a currency other
           than that agreed to be payable under the Finance Documents, whether
           as a result of any judgment or order or other enforcement, the
           liquidation or bankruptcy of the Company or otherwise howsoever and
           the amount produced by converting the currency so received into the
           agreed currency is less than the relevant amount of the agreed
           currency, then the Company will indemnify Burdale for the deficiency
           and any loss sustained as a result. Such conversion will be made at
           the Exchange Rate, on such date and in such market as is determined
           by Burdale as being most favourable for such conversion. The Company
           will in addition pay the costs of such conversion.

17.2       OTHER INDEMNITIES

           The Company will indemnify Burdale on demand against any loss or
           liability which Burdale incurs as a result of:

           (a)    the occurrence of any Event of Default;

           (b)    any payment of principal or other amount being received from
                  any source otherwise than on its due date under this
                  Agreement;

           (c)    any Utilisation not being effected after the Company has
                  delivered a Request in respect of such Utilisation other than
                  as a result of Burdale's negligence or default;

           (d)    any prepayment or provision of cash collateral by the Company
                  not being made in accordance with the terms of this Agreement.

           In each case the Company's liability includes (without limitation)
           any loss of margin or anticipated profits or other loss or expense on
           account of funds borrowed, contracted for or utilised to fund any
           amount payable under any Finance Document and on account of any
           security given by Burdale in relation to those funds and in relation
           to any amount repaid or prepaid in relation to any Finance Document.

17.3       STAMP DUTY

           Immediately upon demand, the Company shall pay and indemnify Burdale
           against any liability it incurs for any stamp, registration or
           similar tax or duty (and any applicable penalties) which is or
           becomes payable because of the entry into, performance or enforcement
           of any Finance Document.

17.4       GENERAL PROVISIONS REGARDING INDEMNITIES

           Each of the indemnities contained in Clauses 17.1 to 17.3 inclusive
           (the "INDEMNITIES") will remain in full force and effect until such
           time as all amounts to which such Indemnities are expressed to relate
           have been paid in full. The Indemnities are additional to and not
           instead of any security or other guarantee or indemnity at any time
           existing in favour of any person.


<PAGE>

18.        EVIDENCE OF INDEBTEDNESS

           In any proceedings relating to any Finance Document a statement as to
           any amount due to Burdale under this Agreement which is certified as
           being correct by an officer of Burdale will in the absence of
           manifest error be conclusive evidence that such amount is in fact due
           and payable.

19.        NOTICES

19.1       DELIVERY AND RECEIPT

           All notices pertaining to this Agreement shall be given in writing or
           facsimile and shall be deemed to be given as follows:

           (a)    if in writing, when delivered; and

           (b)    if by facsimile, when received,

           save that any notice delivered or received on a non-working day or
           after business hours shall be deemed to be given on the next working
           day at the place of delivery or receipt.

19.2       ADDRESSES

           (a)    The Company's address and facsimile number for notices are:

                  Royal Court
                  81 Tweedy Road
                  Bromley
                  Kent
                  BR1 1TW

                  Facsimile no:                     0208 626 6855
                  For the attention of:             David Lund

                  or such as the Company may notify to Burdale by not less than
                  10 days' notice.

           (b)    Burdale's address and facsimile number for notices are:

                  53 Queen Anne Street
                  London W1M 0HP

                  Facsimile no:                     0171 935 5445
                  For the attention of:             Company Secretary

                  or such as Burdale may notify to the Company by not less than
                  10 days' notice.

20.        WAIVER, REMEDIES CUMULATIVE


<PAGE>

           The rights of Burdale under the Finance Documents:

           (a)    may be exercised as often as necessary;

           (b)    are cumulative and not exclusive of its rights under the
                  general law; and

           (c)    may be waived only in writing and specifically.

           Delay in exercising or non-exercise of any right shall not be deemed
           to be a waiver of that right.

21.        INVALIDITY

           If any of the provisions of any Finance Document become invalid,
           illegal or unenforceable in any respect under any law, the validity,
           legality and enforceability of the remaining provisions will not in
           any way be affected or impaired.

22.        ASSIGNMENT AND PARTICIPATION

22.1       ASSIGNMENT

           The Finance Documents shall be binding upon and inure to the benefit
           of and be enforceable by Burdale, the Company and their respective
           successors and assigns, except that the Company may not assign its
           rights under any Finance Document. Burdale may, after notice to the
           Company, assign its rights and delegate any or all of its obligations
           under the Finance Documents.

22.2       TRANSFER BY BURDALE

           Burdale may at any time assign, transfer or offer participations in
           all or a proportion of all its rights and obligations under the
           Finance Documents to any other bank or financial institution.

23.        GOVERNING LAW AND JURISDICTION

23.1       GOVERNING LAW

           This Agreement will be governed by and construed in accordance with
           English law.

23.2       JURISDICTION

           For the benefit of Burdale, the Company irrevocably agrees that the
           courts of England will have non-exclusive jurisdiction to settle any
           disputes which may arise out of or in connection with this Agreement
           and that accordingly any suit, action or proceeding arising out of or
           in connection with this Agreement may be brought in such courts.

23.3       PROCESS AGENT


<PAGE>

           For the benefit of Burdale, the Company irrevocably accepts its
           appointment as GLC's agent for the service of process pursuant to the
           GLC Guarantee.

24.        DISCLOSURE OF INFORMATION

24.1       PUBLICITY

           Burdale may advertise or publicise in such publications and to such
           persons as Burdale may in its discretion think fit such particulars
           of this transaction as Burdale may in its absolute discretion deem
           appropriate.

24.2       CONFIDENTIAL INFORMATION

           Burdale agrees to hold, in accordance with its customary procedures
           for handling confidential information and safe and sound lending
           practices, any confidential information that it may receive from any
           Obligor or Related Company pursuant to this Agreement in confidence,
           except for disclosure:

           (a)    to legal counsel, accountants, auditors and other professional
                  advisors to any Obligor or any Related Company or Burdale;

           (b)    to regulatory officials having jurisdiction over Burdale;

           (c)    as required by applicable law or legal process (provided that
                  in the event Burdale is so required to disclose any such
                  confidential information, that Burdale shall endeavour
                  promptly to notify the Obligor or Related Company (as the case
                  may be), so that the Obligor or Related Company (as the case
                  may be) may seek a protective order or other appropriate
                  remedy) or in connection with any legal proceeding to which
                  Burdale or such Obligor or Related Company (as the case may
                  be) are adverse parties;

           (d)    to another financial institution or its counsel in connection
                  with an assignment or disposition or proposed assignment or
                  disposition to that financial institution of all or part of
                  Burdale's interests hereunder or a participation interest
                  herein, provided that such disclosure is made subject to an
                  appropriate confidentiality agreement on terms substantially
                  similar to this Clause; and

           (e)    to prospective purchasers of any Collateral (other than
                  competitors of any Obligor or Related Company or their
                  Subsidiaries unless all Obligations are then due and payable)
                  in connection with any disposition thereof, provided that such
                  disclosure is made subject to an appropriate confidentiality
                  agreement on terms substantially similar to this Clause.

           For purposes of the foregoing, "confidential information" shall mean
           all information respecting any Obligor or any Related Company, other
           than (a) information previously filed with any governmental agency
           and available to the public, (b) information previously published in
           any public medium from a source other than, directly or


<PAGE>

           indirectly, Burdale, and (c) information previously disclosed by GLC
           or any of its Subsidiaries to any person not associated with GLC
           without a written confidentiality agreement.

           Nothing in this Clause 24 shall be construed to create or give rise
           to any fiduciary duty on the part of Burdale to any Obligor or any
           Related Company or their Subsidiaries.

25.        COUNTERPARTS

           This Agreement may be executed in any number of counterparts and all
           of such counterparts taken together will be deemed to constitute one
           and the same instrument.

This Agreement has been entered into on the date stated at the beginning of the
Agreement.


<PAGE>


                                   SCHEDULE 1
                              CONDITIONS PRECEDENT

AUTHORISATIONS

1.         A certified copy of the memorandum and articles of association and
           certificate of incorporation and all certificates of incorporation on
           change of name of each Corporate Obligor and copies of the equivalent
           US constitutional documentation for GLC.

2.         A certified copy of a resolution of the board of directors of each
           Corporate Obligor and GLC approving each of the Finance Documents to
           which it is a party and the transactions contemplated by each of such
           Finance Documents and authorising a specified person or persons to
           execute each of the Finance Documents (as a deed where necessary) and
           to give all notices, requests, instructions, certificates and other
           documents to Burdale in connection with such Finance Documents.

3.         A director's certificate executed by a director of each Corporate
           Obligor and a secretary's certificate executed by the secretary of
           GLC:

           (a)    certifying that all corporate action of such Corporate Obligor
                  or Related Company (as the case may be) required to enable it
                  to enter into, execute and perform each of the Finance
                  Documents to which it is a party and to authorise the
                  transactions contemplated therein has been taken;

           (b)    setting out the specimen signatures of those persons referred
                  to in 2 above; and

           (c)    in relation to the Corporate Obligors only, certifying that
                  utilisation of the Facility Limit would not cause any
                  borrowing limit binding on it to be exceeded.

4.         A certified copy of all other resolutions, authorisations, approvals,
           consents and licences (corporate, official or otherwise (including
           exchange control consents)) necessary or desirable for the entry into
           and performance of the Finance Documents to which each Obligor and
           each Related Company is party and/or for the enforceability and
           validity of such Finance Documents.

5.         A telephone and facsimile indemnity in the form set out in Schedule
           4.

DOCUMENTS AND SECURITY

6.         The Finance Documents duly executed by each party to them (excluding
           Burdale).

7.         A certified copy of each notice required to be despatched pursuant to
           the Debenture.

8.         Acknowledgements from all recipients of the notices referred to in 7
           above as required by the Debenture or agreement by the relevant
           recipient of the form of acknowledgement to be given by it.


<PAGE>

9.         Evidence of the level and extent of the insurance of the Company and
           that Burdale is stated as loss payee and joint insured and that the
           insurance policies comply with the requirements of the Finance
           Documents.

10.        Details of the amounts standing to the credit of each Charged Account
           as at, or immediately prior to, today's date.

WAIVERS AND CONSENTS

11.        All waivers, releases, terminations and other documents as Burdale
           may request to evidence and effect the termination of any existing
           financing arrangements of each Corporate Obligor with any other
           lender and the termination and release by any such other lenders of
           any and all of its/their interests pursuant to their financing
           arrangements with each Corporate Obligor.

12.        All consents, waivers, acknowledgements and other agreements from
           third persons which Burdale may deem necessary or desirable in order
           to permit, protect and perfect the security interests granted by the
           Corporate Obligors to Burdale including, without limitation, waivers
           by lessors, owners or mortgagees, processors, warehousers or
           consignees of any security interests, or other claims which such
           persons may have in relation to the Collateral.

AVAILABILITY LIMIT INFORMATION

13.        A schedule of Receivables and all such other information as Burdale
           requires pursuant to Clause 4 in order to determine the amount of
           Eligible Receivables and Eligible Unbilled Receivables as at today's
           date.

14.        Such information as Burdale may require in order to determine each
           Availability Limit for the purposes of Clause 4.

15.        Burdale having determined the Availability Limits pursuant to Clause
           4 to apply as from today's date.

MISCELLANEOUS

16.        Evidence that the total amount available for Utilisation immediately
           following the proposed Initial Utilisations shall not be less than
           L1,000,000.

17.        Any fees due and costs to be met pursuant to Clause 16 having been
           paid.

18.        Satisfactory results to all final company searches in relation to
           each Corporate Obligor.

19.        Opinion from Counsel in California.

20.        A certified copy of any Inter-company loan agreement.


<PAGE>

21.        Copies of such other deeds, documents, consents or authorities as it
           requires having regard to the transactions contemplated by this
           Agreement and the reasonable requirements of Burdale to protect its
           interests as a lender.


<PAGE>


                                   SCHEDULE 2
                        PART I - FORM OF PURCHASE REQUEST

Date:                *

To:                  Burdale Financial Limited
                     53 Queen Anne Street
                     LONDON W1M 0HP


Attention:           Company Secretary


Dear Sirs,

FACILITY AGREEMENT DATED * (THE "FACILITY AGREEMENT")

We refer to the Facility Agreement, terms defined in which have the same meaning
when used in this Purchase Request.

1.         We wish to sell to Burdale on or before * or such later date as the
           Company agrees with Burdale (the "PURCHASE DATE") the Receivables
           numbered assignment * amounting to L* details of which are set out in
           the attached Schedule, initialled on each page for the purposes of
           identification.

2.         We hold the invoice (if any) strictly to your order and agree to
           supply it, or a copy (certified by an officer of the Company or
           otherwise as Burdale may from time to time approve) together with
           certified copies of relevant shipping documents in respect of such
           Receivables, and a copy of our irrevocable instructions to the
           Account Debtor to pay the full amount of the relevant Receivable
           (without deduction, withholding or set off) at maturity to the
           Blocked Accounts, forthwith upon your request.

3.         We further confirm that the relevant Receivables offered are readily
           identifiable from the books of the Company.

           [TO BE INSERTED IN FIRST PURCHASE REQUEST ONLY]

4.         [In addition to the offer made in paragraph 1 above, we hereby offer
           to sell to you all future Receivables (during the continuance of the
           Facility Agreement) subject to the terms of the Facility Agreement
           (including in relation to the calculation of the Purchase Price).
           This offer together with the offer made in paragraph 1 above shall be
           regarded as a single composite offer which may be accepted or
           rejected in its entirety but not in part only. Your acceptance of
           this offer shall be demonstrated by the payment to us of any amount
           of Purchase Price in relation to the Receivables described in
           paragraph 1 above.]

We confirm that no Default has occurred and is continuing or would result from
Burdale purchasing the Receivables offered, no Availability Limit will be
breached as a result of Burdale


<PAGE>

purchasing the Receivables offered and all the representations and warranties in
Clauses 8 and 13 of the Facility Agreement which are to be made or repeated as
at the date of this Purchase Request are true and correct.

The terms of the Agreement shall apply to this Purchase Request.

Yours faithfully



for and on behalf of
[the Company]


                                    SCHEDULE

   INVOICE NO                     ACCOUNT DEBTOR                    INVOICE DATE








<PAGE>


                         PART II - FORM OF CASH REQUEST

Date:                *


To:                  Burdale Financial Limited
                     53 Queen Anne Street
                     LONDON W1M 0HP


Attention:           Company Secretary



Dear Sirs,

FACILITY AGREEMENT DATED * (THE "FACILITY AGREEMENT")

We refer to the Facility Agreement, terms defined in which have the same meaning
when used in this Cash Request.

Pursuant to the terms of Clause 5.2, we wish you to pay to us the sum of L* as
follows:

(a)        Utilisation Date:              *

(b)        Payment Instructions:          Please credit the following account:

                                          Account Name:        *
                                          Bank:                * Bank plc
                                          Branch:              * Branch
                                          Account No:          *
                                          Sort Code:           **-**-**

We confirm that no Default has occurred and remains outstanding or would result
from the requested Utilisation being made, no Availability Limit would be
breached by the making of the requested Utilisation and that all the
representations and warranties in Clauses 8 and 13 which are to be made or
repeated as at the date of this Cash Request are true and correct.

Yours faithfully




for and on behalf of
[the Company]


<PAGE>


                         PART III - FORM OF L/C REQUEST



Date:                *

To:                  Burdale Financial Limited
                     53 Queen Anne Street
                     LONDON W1M 0HP


Attention:           Company Secretary



Dear Sirs,

FACILITY AGREEMENT DATED * (THE "FACILITY AGREEMENT")

We refer to the Facility Agreement, terms defined in which have the same meaning
when used in this L/C Request.

We wish to have [state type of L/C] opened for our account under the Facility
Agreement as follows:

(a)        Issue Date:                              *

(b)        Expiry Date:                             *

(c)        Requested Amount:                        *

(d)        Beneficiary:                             *

(e)        Beneficiary's bank account:              *

(f)        Concerning:                              [Reference the agreement
                                                    under which the liability
                                                    arises, describe its nature
                                                    and quantify it]

We confirm that no Default has occurred and is continuing or would result from
the requested Utilisation, no Availability Limit will be breached as a result of
the requested Utilisation and all the representations and warranties in Clauses
8 and 13 of the Facility Agreement which are to be made or repeated as at the
date of this L/C Request are true and correct.

Yours faithfully


for and on behalf of
[the Company]


<PAGE>


                                   SCHEDULE 3
                          PREFERENTIAL CREDITOR LISTING

To:                  Burdale Financial Limited
                     53 Queen Anne Street
                     LONDON W1M 0HP

Attention:           Company Secretary


Dear Sirs,

As at the month ended * preferential creditors were as follows:

<TABLE>
<CAPTION>

                                                     L                         Period               Due Date
<S>                                           <C>                              <C>                  <C>
Wages & Salary

PAYE/NIC

VAT

Other (Please specify)

Total
                                              --------------------
                                              --------------------
</TABLE>

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

Payments during the month ended * were as follows:

<TABLE>
<CAPTION>
                                                     L                         Period               Due Date
<S>                                           <C>                              <C>                  <C>
Wages & Salary

PAYE/NIC

VAT

Other (Please specify)

Total
                                              --------------------
                                              --------------------
</TABLE>

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

I certify that the information contained in this report is correct:


Signature:....................................

Name:..........................................                Date:


<PAGE>


                                   SCHEDULE 4
                        TELEPHONE AND FACSIMILE INDEMNITY

                       CORPORATE MANDATE FOR TELEPHONE AND
                             FACSIMILE INSTRUCTIONS


1.       We, (Name of ......................................................(the

         "COMPANY") of.............................................. (Registered

         Office) refer to the Facility Agreement dated..........................

         between Burdale Financial Limited ("BURDALE") and the Company (the
         "FACILITY AGREEMENT") pursuant to which Burdale is to operate
         account(s) and/or credit or other facilities or banking arrangements
         for the Company (together the "FACILITIES").

2.       In consideration of Burdale entering into the Agreement and agreeing to
         make the Facilities available to act in accordance with the terms of
         this Mandate:

         (a)      notwithstanding the terms of the Facility Agreement, any
                  existing contractual relationship or any future mandate or
                  other agreement or course of dealing between Burdale and the
                  Company, Burdale is requested and authorised to rely upon, and
                  act in accordance with, any notice, demand or other
                  communication in respect of the Facilities (each an
                  "INSTRUCTION" and together "INSTRUCTIONS") which may from time
                  to time be, or purport to be, given by way of the methods of
                  communication specified in the Schedule on behalf of the
                  Company by any two of the persons identified in the relevant
                  sections in the Schedule without any enquiry on Burdale's part
                  as to the authority or identity of the persons giving or
                  purporting to give such Instruction or Instructions and
                  regardless of the circumstances prevailing at the time of such
                  Instruction or Instructions;

         (b)      Burdale shall be entitled to treat any Instruction as fully
                  authorised by, and binding upon, the Company and shall be
                  entitled (but not bound) to take such steps in connection
                  with, or in reliance upon, such Instruction as Burdale in its
                  sole and absolute discretion may consider appropriate, whether
                  such Instruction includes an instruction to pay money or
                  otherwise to debit or credit any account, or relates to the
                  disposition of any money, securities or documents, or purports
                  to bind the Company to any agreement or other arrangement with
                  Burdale or with any other person or to commit the Company to
                  any other type of transaction or arrangement whatsoever,
                  regardless of the nature of the transaction or arrangement or
                  the amount of money involved and notwithstanding any error or
                  misunderstanding or lack of clarity in the terms of such
                  Instruction; and

         (c)      the Company undertakes forthwith on demand by Burdale to
                  indemnify Burdale and to keep Burdale indemnified against all
                  losses, claims, actions, proceedings, demands, damages, costs
                  and expenses incurred or sustained by Burdale, of any nature
                  and howsoever arising, out of or in connection with its
                  acknowledgement and compliance with any Instruction or
                  Instructions.


<PAGE>

3.       The Company acknowledges and agrees that Burdale and each of Burdale's
         nominees or agents shall not be responsible for any claim, action,
         proceeding, demands, loss, damage, liability cost or expenses of any
         nature and howsoever suffered or incurred arising directly or
         indirectly as a result of any act or thing which Burdale and/or such
         nominee or agent allows, takes or does or omits to allow, take or do in
         relation to the Instructions or any of them under or pursuant to this
         mandate other than in respect of Burdale's negligence or wilful
         default.

4.       The terms of this Mandate shall remain in full force and effect unless
         and until Burdale receives a written notice of termination of this
         Mandate from the Company giving not less than seven days' notice of
         termination and signed by an officer of the Company (as to whose
         identity and authority Burdale shall be under no obligation or duty to
         the Company to make any enquiry whatsoever) PROVIDED THAT such seven
         days' notice period shall not commence until the date, Burdale
         acknowledges receipt of such written notice that such termination will
         not release the Company from any liability under this Mandate in
         respect of any act performed by Burdale in accordance with the terms of
         this Mandate prior to the effective date of termination of this
         Mandate.

5.       This Mandate shall be governed by, and construed in accordance with
         English Law. The Company agrees for the benefit of Burdale that the
         courts of England shall have jurisdiction to hear and determine any
         suit, action proceeding and to settle any disputes which may arise
         under or in connection with this Mandate and for such purpose the
         Company irrevocably submits to the non-exclusive jurisdiction of such
         courts.


Signed........................................................

Dated.........................................................

Duly authorised for and on behalf of (Name of Company)..........................

pursuant to a Resolution of the Board of Directors dated........................

<TABLE>
<CAPTION>

                                  THE SCHEDULE

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

    *METHOD OF COMMUNICATION         PERSONS AUTHORISED TO GIVE INSTRUCTIONS               SIGNATURE
<S>                                <C>                                           <C>
---------------------------------- --------------------------------------------- -------------------------------

Telephone
---------------------------------- --------------------------------------------- -------------------------------


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


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

Facsimile
---------------------------------- --------------------------------------------- -------------------------------


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


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

Other (specify):
---------------------------------- --------------------------------------------- -------------------------------


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


<PAGE>

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


---------------------------------- --------------------------------------------- -------------------------------
</TABLE>

*        Complete as appropriate - in the absence of completion, no instructions
         will be accepted in relation to that method of communication.
                                   SIGNATORIES


THE COMPANY:

GEOLOGISTICS LIMITED

By:



BURDALE:

BURDALE FINANCIAL LIMITED

By: