Schedule 4

                                                                   Translation

Conditions  on  gigantissimo  2321  AB  to be  renamed  narvarme acquisition iii
AB's  Convertible DEBENTURE Loan 2002 - 2027

1.       Definitions

         All the references to the following definitions in these terms and
         conditions shall have the meaning presented below:

           "Banking             day" a day, which is not a Sunday or other
                                public holiday in Sweden, or which, with respect
                                to the payment of debt instruments, is not the
                                equivalent of a public holiday under Swedish
                                law.

           "Board"              the board of the Company

           "Company"            Gigantissimo  2321 AB, to be  renamed  Narvarme
                                Acquisition  III AB, company registration number
                                55614-6642

           "Conversion"         the exchange of the convertible claim for new
                                shares in the Company

           "Creditor"           a person in possession of the convertible claim

2.       Amount of loan, interest rate and payment undertaking

         The loan amounts to SEK 470,000,000.

           The loan is evidenced by convertible debenture certificates, a copy
           of which is attached hereto as appendix 1.The debentures shall, at
           the time of issue, have a par value of SEK 37,600 or whole multiples
           thereof. The Company covenants and agrees to exchange the
           subordinated debentures at the request of a holder thereof.

           The Company undertakes to effect payment in accordance with the
           conditions stated herein.

<PAGE>

           The Company shall pay to the creditor the aggregate principal amount
           - except to the extent of prior conversions or prepayment pursuant to
           item 3 and 4 below - in the following instalments and on the
           following dates:

           Date                                        Amount
           ----                                        ------
           2012-02-20                                  253,800
           2012-05-20                                  253,800
           2012-08-20                                  253,800
           2012-11-20                                  253,800
           2013-03-20                                  498,200
           2013-05-20                                  498,200
           2013-08-20                                  498,200
           2013-11-30                                  498,200
           2014-02-20                                  1,504,000
           2014-05-20                                  1,504,000
           2014-08-20                                  1,504,000
           2014-11-30                                  1,504,000
           2015-02-20                                  2,500,400
           2015-05-20                                  2,500,400
           2015-08-20                                  2,500,400
           2015-11-30                                  2,500,400
           2016-02-20                                  3,496,800
           2016-05-20                                  3,496,800
           2016-08-20                                  3,496,800
           2016-11-30                                  3,496,800
           2017-02-20                                  4,502,600
<PAGE>

           2017-05-20                                  4,502,600
           2017-08-20                                  4,502,600
           2017-11-30                                  4,502,600
           2018-02-20                                  5,000,800
           2018-05-20                                  5,000,800
           2018-08-20                                  5,000,800
           2018-11-30                                  5,000,800
           2019-02-20                                  2,500,400
           2019-05-20                                  2,500,400
           2019-08-20                                  2,500,400
           2019-11-30                                  2,500,400
           2020-02-20                                  2,500,400
           2020-05-20                                  2,500,400
           2020-08-20                                  2,500,400
           2020-11-30                                  2,500,400
           2021-02-20                                  2,500,400
           2021-05-20                                  2,500,400
           2021-08-20                                  2,500,400
           2021-11-30                                  2,500,400
           2022-02-20                                  2,500,400
           2022-05-20                                  2,500,400
           2022-08-20                                  2,500,400
           2022-11-30                                  2,500,400
           2023-02-20                                  2,500,400
           2023-05-20                                  2,500,400
           2023-08-20                                  2,500,400

<PAGE>
           2023-11-30                                  2,500,400
           2024-02-20                                  2,500,400
           2024-05-20                                  2,500,400
           2024-08-20                                  2,500,400
           2024-11-30                                  2,500,400
           2025-02-20                                  2,500,400
           2025-05-20                                  2,500,400
           2025-08-20                                  2,500,400
           2025-11-30                                  2,500,400


           The annual interest rate shall equal to the sum of (i) a fixed real
           interest rate plus (ii) an inflation premium. The fixed real interest
           rate is as following:

           Calendar year 2002:           2,98 %

           Calendar year 2003:           2,98 %

           Calendar year 2004 - 2027     5,98 %

           The inflation premium equals to the percentage-change of the Swedish
           consumer price index (konsumentprisindex, KPI) of the calendar year
           preceding the calculation period.

           Interest will be based on the from time to time outstanding principle
           amount from March 11 2002, which falls due for payment quarterly in
           arrears on February 20, May 20, August 20 and November 20 each year
           beginning May 20 2002.

           The Company shall be entitled to postpone the payment of interest if
           on an interest payment date the Company does not have sufficient
           available cash to pay. Should the payment of interest be delayed due
           to such occurrence, the postponed interest shall be paid on the
           following payment date on which there is available cash to make such
           payment. The company shall make partial payments on the dates
           described above in the event it has available cash to make a portion
           of, but not all of, the interest payments described above. An
           interest rate equal to a fixed interest rate of 10% plus a inflation
<PAGE>

           premium calculated as above will be charged on any unpaid amount.
           Such interest shall be charged quarterly.

           If the date on which a payment of principal or interest falls due is
           not a banking day the payment in question shall be made on the next
           succeeding day which is a banking day.

           The right to interest on the converted amount cease the day
           conversion is requested.

3.         Conversion

           The Creditor shall have the right, during the period beginning March
           11, 2002 up to and including March 11, 2027 to request the conversion
           of the claim under the debt instrument to new shares in the Company
           at a conversion rate of SEK 37,600 per share.
           A request for conversion shall be made in writing and be submitted to
           the Company together with the convertible subordinated debenture
           certificate in original.

           New shares corresponding to the amount are entered in the Company on
           an interim basis. Once registration has taken place at the Patent-
           and Registration Office, the registration will become final.

4.       Prepayment

          a)     The principal, together with any accrued interest thereon, may
                 be prepaid, in full or in part, at any time. The Company shall
                 give the creditor written notice of a prepayment thirty (30)
                 days in advance. The Creditor shall be entitled to request
                 conversion notwithstanding the notice of prepayment.

           b)    The Creditor shall, after giving the Company a termination in
                 writing thirty (30) days in advance, be entitled to request
                 that the loan and accrued interest is prepaid wholly or
                 partly.

5.       Adjustment of conversion price

           The following shall apply with respect to the rights that shall apply
           to creditors in the situation described in Chapter 5, ss. 4, first
           paragraph, point 8 of Swedish Companies Act and in certain other
           situations.

<PAGE>

           a)     If the Company effects a bonus issue of shares, conversion
                  requested on a date does not permit it to be effected prior to
                  or on the tenth calendar day preceding the General Meeting of
                  Shareholders to approve the issue will not be carried out
                  until after the Meeting has approved this matter. Shares
                  arising from conversions effected the following approval of
                  the bonus issue are not entitled to participate in the issue.
                  In connection with conversions effected following approval of
                  the bonus issue an adjusted conversion price is applied in
                  accordance with the following formula.

                  Adjusted                Preceding conversion price x
                  Conversion            = number of shares prior to bonus issue
                                          ------------------------------------
                  Price                   Number of shares following bonus issue


           b)     If the Company  executes a  consolidation  or a split of its
                  shares,  subsection a) shall be correspondingly applicable.

           Subsections c), d) and e) apply only if the share is listed on the
           Stockholm Stock Exchange or any comparable list.


           c)     If the Company issues new shares - with preferential rights to
                  its shareholders to subscribe for new shares for cash - the
                  following shall apply with respect to the rights to
                  participate in the issue that accrue to shares arising from
                  the conversion:
                  1. If the new issue is resolved by the Board subject to the
                  approval of the General Meeting of Shareholders or as
                  authorised by the meeting, the Board's resolution and the
                  announcement of the new issue shall specify the latest date
                  when conversion shall have been effected in order that shares
                  arising from conversion shall carry rights to participate in
                  the new issue. Such date may not be earlier than the tenth
                  calendar day following the date of the notice.

                  2. If the new issue is to be approved by the General Meeting
                  of Shareholders, conversion requested on such a date that
                  conversion cannot be effected at the latest on the tenth
                  calendar day prior to the date of the General Meeting of
                  Shareholders that approves the issue - will not be effected
                  until the meeting has voted on the new issue. Shares arising
                  through such conversions are entered into the share account on
                  an interim basis, which means that they do not carry
                  entitlement to participate in the issue.
<PAGE>

                  In connection with conversion effected on a date such that
                  rights to participate in the new issue do not accrue, the
                  following applies.

                  The conversion price shall be adjusted by the Board in
                  accordance with the following formula:

<TABLE>
<CAPTION>
<S>                                    <C>
                                        Preceding conversion price x
                  Adjusted             average market price of the shares during the subscription
                  Conversion           period specified in the resolution authorizing the issue
                  Price                (average share price)
                                       Average share price increased by the theoretical value of the
                                       subscription right based on this price
</TABLE>

                  The average price shall be considered to correspond to the
                  average of the mean of the highest and lowest prices paid in
                  transactions as recorded in the Stockholm Stock Exchange's
                  official list of prices. In the absence of a quotation of
                  selling price, the last bid quoted shall be used in the
                  calculation. If neither a selling price nor a bid price is
                  quoted on a given day, that day shall be excluded from
                  calculation of the average price.

                  The theoretical value of subscription rights is calculated in
                  accordance with the following formula:

<TABLE>
<CAPTION>
<S>                                    <C>

                                       Maximum number of new shares that can be issued in
                                       accordance with the resolution approving the new
                  Value of a           issue x (average share price minus the price at
                  subscription         which the new shares are being issued)
                  right                Number of shares outstanding prior to the resolution
                                       authorizing new shares
</TABLE>

                  If a negative value arises in connection with this
                  calculation, the theoretical value of the subscription rights
                  shall be fixed at zero.

                  The adjusted conversion price calculated and described above
                  shall be decided by the Board two Banking days following
                  expiration of the subscription period and shall be applied in
                  any conversion effected thereafter.

                  During the period until the adjusted conversion price is set,
                  only a preliminary conversion is effected, in connection with
                  the full number of shares according to the as yet unadjusted
                  conversion price shall be entered in the share account on an
                  interim basis. Final registration in the share account takes
                  place after the adjusted conversion price has been
                  established.
<PAGE>

           d)     If the Company effects - in return for cash payment and with
                  preferential rights for the shareholders - an issue as
                  referred to in Chapter 5 of the Swedish Companies Act, the
                  provision in Subsection c), first paragraph, Points 1 and 2,
                  above shall apply correspondingly to the right of shares
                  issued in connection with conversion to participate in the
                  issue.
                  In connection with the conversion effected on a date such that
                  rights to participate in the issue do not accrue, the
                  following shall apply:

                  The conversion price shall be adjusted by the Board in
                  accordance with the following formula:

<TABLE>
<CAPTION>
<S>              <C>
                          Preceding conversion price x
                                       average market price of the shares during the subscription
                  Adjusted             period specified in the resolution authorizing the issue
                  Conversion           (average share price)
                  Price                Average share price increased by the theoretical value of the
                               subscription rights

</TABLE>
                  The average price is calculated as stated in Subsection c).

                  The value of subscription rights shall be considered to
                  correspond to the average of the mean of the highest and
                  lowest prices paid in the transactions in subscription rights
                  between members of the Stockholm Stock Exchange each trading
                  day during the subscription period. In the absence of a
                  quotation of a selling price, the last bid price quoted shall
                  be included in the calculation. If neither a selling price nor
                  a bid price is quoted on a given day, that day shall be
                  excluded from calculation of the value of subscription rights.

                  The adjusted conversion price is set by the Board, as
                  described above, two banking days following expiration of the
                  subscription period and shall be applied in connection with
                  conversions made thereafter.

                  In connection with a conversion effected during the period
                  until the adjusted conversion price is set, the rules stated
                  in Subsection c), in the last paragraph, shall apply
                  correspondingly.


           e)     If the Company - in other cases than those set forth in
                  Subsections a) through d) above - should make an offer to its
                  shareholders to acquire on a preferential basis securities or
                  rights of any type from the Company in accordance with the
                  principle stated in Chapter 4, ss. 2 of the Swedish Companies
                  Act, the provision in Subsection c), first paragraph, Points 1

<PAGE>

                  and 2 above shall apply correspondingly to the right of shares
                  issued in connection with conversion to participate in the
                  issue.

<TABLE>
<CAPTION>
<S>               <C>
                          Preceding conversion price x
                  Adjusted             average market value of the shares during the application
                  Conversion     =     period specified in the offer (average share price)
                  Price          Average share price increased by the value of rights to
                                       participate in the offer (purchase rights)
</TABLE>
                  The average price is calculated as stated in Subsection c).

                  The value of purchase rights shall be considered to correspond
                  to the average of the mean of the highest and lowest prices
                  paid each trading day in transactions in trading rights
                  between members if the Stockholm Stock Exchange during the
                  subscription period. In the absence of a quotation of a
                  selling price, the last bid price quoted shall be included in
                  the calculation. If neither a selling price nor a bid price is
                  quoted on a given day, that day shall be excluded from
                  calculation of the value of the purchase rights. The
                  calculation shall be based on the selling prices and bids on a
                  list prepared by the Board.

                  In the event that trading in purchase rights as referred to in
                  the preceding paragraph has not taken place, the adjustment of
                  the conversion price shall be calculated by applying in so far
                  as is possible the principles indicated above in this
                  Subsection e). The conversion price adjusted in the manner
                  described above will be set out by the Board as soon as
                  possible following expiration of the offering period and shall
                  be applied in conversions effected after the adjusted price
                  has been set.

                  In connection with conversions effected during the period
                  until the adjusted conversion price has been set, the rules
                  stated in Subsection c), in the last paragraph, shall apply
                  correspondingly.

                  Subsection f) applies only if the share is not listed on the
                  Stockholm Stock Exchange or any other comparable list.


           f)     If the Company - in return for cash  payment and with
                  preferential  rights for the shareholders  - effects a new
                  share issue or an issue  pursuant to Chapter 5 of the Swedish
                  Companies  Act,  the  Company  shall  give  all the creditors
                  the  same preferential  rights as have been granted to the
                  shareholders.  In this connection, every  creditor,
                  notwithstanding  the fact that  conversion has not been
                  effected, shall be  considered  to own the number of shares

<PAGE>

                  that it would have  received  if conversion  had been made at
                  the conversion  price  applicable on the date when the  new
                  issue was approved.  No adjustment of the conversion  price in
                  accordance  with subsections c), d) or e) shall be made.

                  Should the Company decide to make an offer such as the one
                  described in subsection E above, what is stated in the
                  preceding paragraph shall be applicable correspondingly,
                  except that the number of shares the creditor shall be
                  considered to own shall, in such case, be determined on the
                  basis of the conversion price at the time of the resolution
                  approving the offer.

           g)     If the Company's share capital should be reduced by repayments
                  to its shareholders, the conversion price shall be adjusted by
                  the Board in accordance with the following formula:
<TABLE>
<CAPTION>
<S>                                           <C>

                                             Preceding conversion price x
                                             average market price of the shares during a
                  Adjusted                   period of 25 trading days beginning on the date
                  Conversion =               when the shares  were  quoted  without  repayment  rights
                  Price                      (average share price)
                                             Average share price increased by the amount
                                             being repaid per share

</TABLE>
                  The average price is calculated as stated in Subsection C.

                  The conversion price, adjusted as stated above, is set by the
                  Board two banking days following the expiration of the stated
                  period of 25 trading days and shall be applied in connection
                  with conversions effected thereafter.

                  If the share of the Company is not listed on the Stockholm
                  Stock Exchange or any comparable list, the real value of the
                  share, as determined by the Company's auditors apply instead
                  of the average share price.

                  No conversions will be effected during the period from the
                  date of the decision to reduce the share capital up to and
                  including the date when the adjusted conversion price is set
                  as stated above.

           h)     In adjusting the conversion price as described above, the
                  price shall be rounded off in units of 10 ore, with 5 ore
                  rounded upward.

<PAGE>
           i)     If the  General  Meeting of  Shareholders,  in accordance with
                  Chapter 14 of the Swedish  Companies  Act,  should  approve a
                  merger plan  whereby the Company  would become part of another
                  Company,  conversion may not thereafter be requested. However,
                  the  creditor  has the right,  during a period of two  months
                  calculated from the date of such approval, to demand immediate
                  payment of the outstanding principle amount of the convertible
                  subordinated  debenture plus interest accrued to date of
                  payment.  The Company shall notify the creditors,  advising
                  them of this right,  not later than one week  following the
                  beginning of the period.  The above does not impair  rights
                  that may legally  accrue to the  creditors  in  conjunction
                  with a merger.

                  Not later than two months before the Company takes a final
                  decision on the matter of a merger as described above, the
                  creditors shall be informed by notice. The notice shall
                  present a report on the principal content in the merger plan
                  and shall remind the creditors, as stated in the preceding
                  paragraph, that conversion may not be requested once the
                  merger has been finally approved.

                  Should the Company give notice of the planned merger as stated
                  above, the creditors shall have the right to request
                  conversion from the date when the notice of merger plans was
                  issued, provided that conversion can be effected not later
                  than the tenth calendar day prior to the General Meeting of
                  Shareholders at which the merger plan, whereby the Company
                  shall become part of another company, is to be.


           j)     If it is decided  that the  Company is to enter into
                  liquidation,  conversion  may not be requested  thereafter,
                  regardless of the ground for liquidation. The right to request
                  conversion  ceases  simultaneously  with the  decision  to
                  liquidate, notwithstanding  the fact that the decision may not
                  have come into  legal  force. However,  the creditor has the
                  right,  in such cases, to demand  immediate  payment of the
                  outstanding  amount of the convertible subordinated  debenture
                  plus accrued interest  to the  date  of  payment.  If the
                  decision  to  liquidate  is made at a General Meeting of
                  Shareholders  this right becomes  effective on the day
                  following the Meeting or  otherwise  on the day  following the
                  date on which the court order or liquidation has come into
                  legal  force.  The Company shall immediately thereafter notify
                  the  creditors  in  writing,  advising  them of their right to
                  demand immediate payment.

<PAGE>
                  Not later than two months before the General Meeting of the
                  Shareholders determines whether the Company should enter into
                  liquidation, as provided in Chapter 13, ss. 1 of the Swedish
                  Companies Act, the creditors shall be informed of the planned
                  liquidation. The notice shall include a reminder that
                  conversion may not be requested after the Meeting has voted to
                  liquidate.

                  If the Company gives notice of planned liquidation as stated
                  above, creditors are entitled to request conversion provided
                  that the conversion can be effected not later than the tenth
                  calendar day prior to the General Meeting of Shareholders at
                  which the question of the Company's liquidation is to be
                  considered.


           k)     Notwithstanding the statements under Subsections i) and j)
                  that conversion may not be requested after a decision is made
                  to merge or liquidate, rights to request conversion shall be
                  reinstated in cases when the agreement to merge is not
                  implemented or the liquidation is not carried out.

           l)     In the event the Company goes into bankruptcy, conversion may
                  not be requested from that point onwards. If however, the
                  bankruptcy is revoked by a higher court of law, conversion may
                  again be requested.


6.         Statute of limitations

           The creditor shall lose all rights to payment 10 years after the
           maturity date of the loan. The right to receive interest payment will
           be lost 10 years after each interest payment date.

7.         Consequences of failure to fulfil obligations

           The creditor is entitled to declare the loan and interest payable
           immediately, in the event that:

           a)  the Company  does not pay on the due date the amounts of interest
           or  principal  that have fallen due for payment unless the Company is
           entitled to postpone the payment, or

           b)  the Company, in any other respect than stated under point a)
           above, should fail to fulfil its obligations under these terms - or
           otherwise act in conflict with them - and if such failure is capable
           of being remedied the Company has not cured such failure within 30
           days after receiving notice of such failure from the Creditor, or

<PAGE>

           c) the Company is declared  bankrupt upon  application  from another
           person and such bankruptcy declaration has not been discharged within
           15 days, or

           d) the Company suspends its payments, or

           e) the Company experience a change in control, or

           f) the Company changes the direction of its activities.

8.         Miscellaneous

           The Company shall indemnify any cost a creditor has in connection
           with collecting of the loan in whole or in part.

9.        Notification

          Notices concerning the loan shall be issued to each creditor having
          informed the Company of its address.

10.      Governing law

         These terms and conditions and any legal matters relating to the
         convertible subordinated debenture shall be governed by Swedish law.

                              ____________________