<PAGE>


HSBC Investment Bank plc
Vintners Place, 68 Upper Thames Street, London EC4V 3BJ

5 August 1999

Strictly private & confidential

The Directors
MSU (UK) Ltd
Elder House
526-528 Elder Gate
Central Milton Keynes
MK9 1LR


For the attention of Wyn Holloway


Dear Sirs

PROJECT BOWMAN

1.  Introduction

    We are writing to confirm that HSBC Investment Bank plc ("we") would be
    pleased to act as financial adviser to MSU (UK) Ltd ("you") in relation to
    the raising of finance for the development of your products and services,
    referred to in this letter as the "Transaction". We set out below the scope
    of our work, the basis of our remuneration and additional terms of our
    engagement. We will act on an exclusive basis in connection with the
    Transaction.

    Jonathan Gray will be the director in charge of the Transaction. It is
    intended that the team primarily consists of Ian Zilberkweit, Markus
    Salolainen, Laurent Horrut and Kamal Pastakia, with other or additional
    participation as we consider necessary.


2.  Responsibilities

    Our responsibilities comprise the following:

    2.1   providing financial advice on alternative methods of raising funds for
          the development and deployment of your products and services;

    2.2   identifying potential financial investors and strategic partners and,
          at your request, introducing you to selected parties;







Registered in England: number 976092
Regulated by SFA. Member of the London Stock Exchange.
Registered Office: Thames Exchange, 10 Queen Street Place, London EC4R 1BL
Telephone: (0171) 260 9000                                    Member HSBC Group

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    2.3   preparation, with you and your other advisers, of presentations and
          submissions to potential investors and partners;

    2.4   advising and, at your request, participating in negotiations on the
          detailed proposals with potential investors and partners;

    2.5   advising on the preparation for the flotation, including the proposed
          capital and financial structure of the company, the structure of the
          offer, timing of the flotation, the board structure, share and other
          incentive arrangements, appointment of other advisers and detailed
          marketing and other flotation procedures;

    2.5   preparation, with you and your other advisers, of a prospectus
          incorporating listing particulars, together with supporting
          documentation;

    2.6   instructing, on your behalf, such other professional advisers as are
          required to prepare information and/or to provide advice (including
          stockbrokers, lawyers, accountants, valuers and public relations
          consultants), and co-ordinating their work;

    2.7   review with you and your other advisers of the working capital and
          indebtedness position for you contained in the listing particulars
          together with any public profit forecast and, if satisfactory to us,
          issuance of the required letters to the London Stock Exchange;

    2.8   approving and/or issuing, if satisfactory to us, of investment
          advertisements which may be required in connection with the flotation;

    2.9   fulfilment of the obligations of sponsorship as set out in Chapter 2
          of the Listing Rules of the London Stock Exchange; and

    2.10  such other advice and assistance, as requested by you and as may be
          agreed with us, in relation to any capital raising and flotation.

    Our responsibilities to shareholders in relation to the possible flotation
    are owed to shareholders as a group. Accordingly, our advice will not take
    account of the specific circumstances of any shareholder and we will not
    enquire about individual positions.

3.  Fees and Expenses

3.1 In the event that the Transaction is completed, we shall be paid a fee
    calculated on the basis set out below:

    (i)   5% of the permanent capital (debt or equity) raised through a private
          placement for the development of MSU (UK) Ltd and/or its products and
          services, plus

    (ii)  1% of any short term capital (debt or equity) raised for the
          development of MSU (UK) Ltd and/or its products and services, plus

                                       2

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    (iii) a call option over 1.5% of the pre-float company, with a strike price
          of US$1.5m (which reflects a valuation of US$100m for 100% of the
          fully diluted share capital of the company), exercisable within 3
          years after flotation (or in other circumstances such as, but not
          limited to, a change of control of MSU (UK) Ltd or its successor),
          plus

    (iv)  assuming a full London listing, a corporate finance fee of the market
          capitalisation of the floated entity at issue price, calculated
          according to the scale below:

          -  1% on the transaction value up to (pound)400m; plus
          -  0.7% on the transaction value above (pound)400m but below
             (pound)500m; plus
          -  0.6% on the transaction value above (pound)500m but below
             (pound)600m; plus
          -  0.5% on the transaction value above (pound)600m, plus

    (v)   assuming a full London listing,a syndicate fee of 2% of issue size
          (funds raised and shares sold), subject to a minimum of (pound)1m.

3.2 Definition of funds raised for MSU (UK) Ltd will include:

    (i)   proceeds from sale of any assets; and/or

    (ii)  funds invested in MSU (UK) Ltd or any of its subsidiaries for the
          purpose of development of the MSU or related system; and/or

    (iii) funds invested or committed by a third party to a company or entity in
          which MSU (UK) Ltd or any of its subsidiaries has an economic
          interest, for purpose of developing the MSU or related system; and/or

    (iv)  contractual payments for any licences, intellectual property or other
          intangible elements of the MSU system transferred or licensed to a
          third party.

3.3 For the purposes of calculation of our fees, the amount of funds raised will
    be calcuated as:

    (i)   value of any assets (tangible or intangible), contributed committed or
          made available. Valuation will be based where possible on equivalent
          market value; and/or

    (ii)  the present value, or present value as estimated based upon agreed
          business plan and forecasts, of any contracts entered into, such a
          present value will be calculated based on a 10% discount rate.

3.4 Should the transaction structure be such that the provision of funds is
    committed to by investors at later dates, then the net present value of
    contracted commitments will be taken as the benchmark for the calculation of
    a success fee. For these purposes a discount rate of 10% will be chosen. If
    all or part of this commitment of funds is contingent upon operational or
    financial milestones, the appropriate fee part will be payable when
    commitment of funds becomes unconditional.

                                       3

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3.5  In the event that the funds raised are based in whole or in part on
     intangible assets we, at our discretion, will have the option to commute
     the fee payable into equity in MSU (UK) Ltd or any of its subsidiaries or
     associates. We also reserve the right to convert any such fees into equity
     at a valuation of US$100m.

3.6  In the event that the Transaction is not completed, we shall be paid a fee
     of L12,000 per month, accruing on a monthly basis following signature of
     this letter, up to a maximum of L78,000. Any fees payable under this
     paragraph 3.6 shall be offset against fees payable pursuant to paragraph
     3.1 above. We shall invoice you on a periodic basis for fees payable under
     this paragraph 3.6.

3.7  In the event our services are terminated before completion of the project
     and the transaction contemplated in paragraph 1 of this letter is completed
     within a period of 24 months after the effective date of termination or
     expiry, you shall pay us the success fee referred to above, less any amount
     already paid under this paragraph.

3.8  Whether the Transaction is completed or not, you will also reimburse us, on
     request, for (i) the fees and disbursements of legal and other advisers
     retained by us (whether on our own account or on your behalf), (ii) the
     costs of any printing and proofing of documents prepared in connection with
     the Transaction and (iii) reasonable travel, accommodation, courier and any
     other out of pocket expenses incurred in connection with the Transaction
     together in each case with an amount equal to any VAT incurred thereon
     which is not otherwise recoverable by us.

3.9  All fees and expenses payable to us will be paid in sterling and, in any
     case where they are calculated or incurred by reference to a currency other
     than sterling, fees and expenses will be converted into sterling on the
     date of payment to us using an exchange rate acceptable to us.

3.10 All amounts payable to us shall be paid together with any applicable VAT.

3.11 No fee payable to any other adviser by you or buy any other company in
     connection with the Transaction shall reduce or otherwise affect any fee or
     commission payable hereunder.

3.12 Our respective obligations in relation to any underwriting arrangements
     between us including HSBC Investment Bank's fees, commissions and expenses
     therefor shall be set out in and be subject to a separate underwriting
     agreement to be negotiated and entered into between us, and no obligations
     therefor shall be accepted or implied as a result of this letter. HSBC
     Investment Bank's fees, commissions and expenses under this separate
     underwriting agreement shall are limited to the syndicate fee as described
     in 3.1(v) above.


                                       4
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4    Duration of Agreement

     Subject to the provisions of paragraph 15 (Termination) of the Term and
     Conditions, our appointment under these Terms of Engagement shall run for 6
     months from the date hereof and shall be subject to extension by mutual
     agreement.

5    Miscellaneous

     This agreement (i) may not be amended or modified except in writing; (ii)
     incorporates the Terms and Conditions set out in the attached Appendix
     ("Terms and Conditions"), but subject as aforesaid, represents the entire
     understanding between the parties and (iii) shall be governed by and
     construed in accordance with English law.

     In the event of conflict between the provisions of paragraphs 1 to 5 of
     this Letter and the Terms and Conditions then the former shall apply to the
     exclusion of the latter.

     Your particular attention is drawn to paragraph 8. (Material Interests) of
     the Terms and Conditions. This explains that, as HSBC Investment Bank is
     part of the HSBC Group which is a worldwide financial services operation,
     conflicts of interest may arise. Examples are set out in that paragraph and
     this includes, in the case of acquisitions, the possibility of a private
     equity fund within the HSBC Group also being a potential purchaser;
     however, in any such case, the activities are quite separate within the
     relevant divisions and "Chinese Walls" are strictly maintained.


     In respect of this transaction, we have categorised you in accordance with
     the Rules of SFA as an Ordinary Business Investor.

     If you agree with the above, please sign and return the enclosed copy of
     this letter, whereupon this letter shall constitute a binding agreement
     between us.


Yours faithfully

/s/ Jonathan Gray
---------------------------------------
Jonathan Gray
Director - Corporate Finance & Advisory



We hereby confirm our agreement to the terms of HSBC Investment Bank's
appointment as financial adviser on the above transaction.


/s/ xxxxxxxxx                                                  11/8/99
---------------------                                 --------------------------
Director                                              Date
for and on behalf of
MSU (UK) Ltd


                                       5
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                            HSBC INVESTMENT BANK PLC

                                    APPENDIX
                       TERMS AND CONDITIONS FOR PROVISION
                   OF CORPORATE FINANCE AND ADVISORY SERVICES


1    Status of these terms and conditions

     These terms and conditions will apply to any corporate finance services
     which we provide to you or other members of your group. They will be
     supplemented by one or more letter agreements, together known as the "Terms
     of Engagement" which will deal with, amongst other things, the services we
     are to provide and the fees we are to be paid.

2    Services to be provided

     We will provide to you the corporate finance services which are from time
     to time agreed between us as described in paragraph 1 above or otherwise.

     In connection with the Transaction, we may be assisted by certain of our
     Related Companies. For the purposes of these Terms of Engagement, the
     expression "We" shall where appropriate include such Related Companies, so
     that such Related Companies shall have the same rights and be subject to
     the same obligations as us in connection with the Transaction.

     We will not be responsible for:

     (a) providing specialist or technical advice in connection with those
         matters for which you have agreed to provide or procure, or would
         normally provide or procure specialist advice (for example on legal,
         regulatory, accounting or taxation matters);

     (b) the verification of any circular, prospectus, or other public document
         produced by or on your behalf; and

     (c) the verification of any information provided or representations made to
         us by or on your behalf (including by your other advisers),

     in connection with the Transaction.


                                       A

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     These terms and conditions do not apply to any services provided by us for
     the underwriting of any issue of securities by you or the arranging or
     underwriting of any bank financing for you in relation to a Transaction.
     Such services (if any) and the fees and commissions payable in respect
     thereof will be the subject of separate agreements between us.

3    Laws, rules and regulations

     In carrying on our corporate finance business we are subject not only to
     the general laws which apply to such business, but also to a number of
     rules and regulations and the requirements of a number of regulators, many
     of which will also apply directly to you. Particular examples are the rules
     and regulations of The London Stock Exchange (including, where applicable,
     the disclosure and other obligations of a sponsor owed to The London Stock
     Exchange under its rules and regulations), the Panel on Takeovers and
     Mergers, The Securities and Futures Authority ("SFA") and the Bank of
     England. You agree that our duties to you will not restrict our freedom to
     take all steps which we consider to be necessary to comply with the laws,
     rules and regulations applicable to us.

     You undertake to obtain appropriate advice in respect of all laws and
     regulations which may be applicable to you in the UK or any other
     jurisdiction and to communicate that advice (as soon as practicable) to us
     if it is or may be relevant to the carrying our by us of our services to
     you. We will not incur any liability to you in respect of any applicable
     law or regulations where we have acted in good faith in accordance with any
     such advice.

     You agree to notify us as soon as practicable if you propose to enter into
     any agreement or arrangement with any adviser for the purpose of or in
     connection with the Transaction the terms of which provide that the
     liability of that adviser to you or any other person is excluded or limited
     in any manner and no such agreement shall be entered into without our prior
     consent.

     In the event that you have agreed to appoint or have already appointed a
     financial adviser for the purpose of or in connection with the Transaction
     and intend to appoint us as co-adviser for the purpose of or in connection
     with such Transaction, you will provide us with details of the terms upon
     which such adviser has been appointed or is agreed to be appointed.


                                       B
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4    Consents and approvals

     You agree to inform us of any material consents and approvals etc. of any
     governmental or other regulatory body or authority which may be necessary
     to enable you to carry you any Transaction and to use your best endeavours
     to obtain and maintain these (and comply with any relevant terms and
     conditions attaching to them) when and as needed during the course of the
     Transaction.


5    Provision of Information

     For the purpose of enabling us to carry out our duties in connection with
     any Transaction, you agree to provide us with all information under your
     control which we may reasonably request to assist us in acting for you, and
     to allow us full access to all appropriate directors, officers and
     employees of the Group and to any other advisers to the Group (whether
     retained in connection with the Transaction or not). We will rely on you to
     check beforehand that all information provided to us is true and complete
     in all material respects and not misleading. You agree to let us know
     immediately if you subsequently discover that information provided to us
     does not meet this standard. You also agree to provide us with any further
     information of which you are or become aware and which you ought reasonably
     to expect is of relevance to us in acting for you.

     In addition, you agree that:

     (a) we may require confirmation or evidence to support information
         contained in, or omitted from, any document we are required to approve,
         or in respect of which you may incur any liability to third parties,
         whether or not you accept full responsibility for the preparation and
         contents of the document;

     (b) we may refuse to issue, consent to the issue of, or approve any
         document, or require you to cease to distribute any document, if at any
         time we become aware of information which in our opinion renders the
         document untrue, inaccurate or misleading in any material respect;

     (c) without detracting from our obligation to make such enquiries as we may
         consider appropriate in the discharge of our obligations hereunder, we
         shall be entitled to rely upon all information supplied to us by you or
         your advisers and shall not in any respect be responsible for the
         accuracy or completeness of, or have any obligation to verify, the
         same; and


                                       C
<PAGE>


     (d) any documents provided to us in final form will be approved by your
         Board, and for which your directors will be solely responsible.

     For the purposes of the expressions "to the best of your knowledge and
     belief" or "you are, or become aware", you shall be deemed to be aware of
     or have knowledge of all matters which you would have reasonably discovered
     after due and careful enquiry of your executive directors and your
     operational management team.

6    Conduct of transactions

     You agree that where we are acting for you in connection with a Transaction
     you will tell us in advance of any significant steps which you or any of
     your other agents or advisers propose to take in respect of that
     Transaction and will make sure that we are fully informed of all material
     developments which arise during the course of the Transaction. In
     particular, you will consult us before:

     (a) any dealings take place in your securities or those of any company in
         relation to which we are advising you, by you or any of your directors
         (or their associates) or any person acting in concert with you, as well
         as making sure (as required under paragraph 3 above) that all such
         dealings are properly disclosed in accordance with the relevant laws
         and regulations; or

     (b) any other step, other than one which falls within the scope of
         paragraph 14 (Announcements) below, is taken by you or any person whom
         you control or, if you become aware of it, any other person, which may
         have an effect on the terms of, or the conduct of, the relevant
         Transaction.


7    Fees and expenses

     You will pay us the fees which are agreed between us (under the Terms of
     Engagement as described in paragraph 1, or otherwise).

     Any amount not paid within 15 days after the issue of an invoice will bear
     interest at the rate of 2 per cent above the base rate from time to time of
     Midland Bank plc.



                                       D

<PAGE>
8    Material interests

     HSBC Group is a worldwide financial services operation. As such HSBC Group
     is involved, inter alia, in Corporate Finance activities, capital market
     activities, securities issuing, trading, private equity, banking and
     investment management, which are all carried out independently. As a
     result, entities within the HSBC Group may from time to time effect
     transactions for their own account or for the account of customers, and
     hold positions in securities or options on securities of you and your
     Related Companies and other companies, which may be the subject of a
     Transaction, or otherwise have a financial interest in the Transaction. In
     connection with these activities, the HSBC Group has rules and procedures
     which prevent disclosure of confidential information between the Group's
     various legal entities and also between different divisions within these
     legal entities including "Chinese Wall" procedures complying with the Rules
     of the SFA. These rules and procedures may prevent the disclosure of
     information to you or HSBC divisions advising you. Conflicts of interest
     may arise which you and the HSBC division advising you may not become aware
     of. In addition separate elements within the HSBC Group may be aware of an
     interest or relationship which may give rise to a conflict of interest.

     The following are examples of ways in which conflicts of interest may
     arise:

     (a) we or a Related Company may in the past have been adviser to, or may be
         a lender to, a company whose securities you may be acquiring or selling
         or with whom you may be entering into a transaction;

     (b) we or a Related Company may hold or invest or deal in or underwrite, or
         give investment advice relating to or exercise voting rights attaching
         to, all manner of investments in the normal course of their activities,
         such as market-making, investment advisory or discretionary investment
         management or private equity investment business; it is possible that
         these may be investments which are in some way connected to or may be
         of interest to you or otherwise relevant to the Transaction;

     (c) we may act for a number of clients operating in the same industry or
         sector. Among others, the consequences of this are that:

         (i)  we may have information from another client which may be of
              interest to you, but will keep that information confidential to
              the other client; or

         (ii) we may be acting in connection with a transaction for another
              client and so may be unable to act for you.

     You acknowledge and accept that we may have interests or duties which
     conflict with your interests and which would or might otherwise conflict
     with the duties owed by us to you.


                                       E

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     You accept that our agreeing to provide services to you does not require
     any other member of the HSBC Group or any other division within HSBC to
     restrict its activities in any way nor to provide you or us or the HSBC
     division advising you with any information whatsoever about, or derived
     from, those activities nor does it create any obligation to advise you of
     any conflict of interest which exists or may arise.

     You also accept that in acting for you we will not be required to disclose
     to you nor to make use for your benefit any information known to use which
     (i) belongs to or is confidential to another client or (ii) belongs to or
     is confidential to any of our Related Companies or (iii) belongs to or is
     confidential to us and relates to some other part of our business.

     Although some directors and employees of other HSBC Group companies are
     members of our board of directors and/or are involved in our management
     structure or prudential controls, they are bound by equivalent duties of
     confidentiality and so do not make available to us any confidential
     information derived from their other activities in the Group.

     Subject to relevant regulations and rules, we reserve the right to deal
     with or otherwise engage the services of other parts of the HSBC Group and
     we (and other members of the HSBC Group) will, without liability to
     account, remain entitled to retain any benefit resulting from such
     engagement or provision of service of this kind.


9    Confidentiality

     Any confidential information which you provide to us shall be kept
     confidential by the division of HSBC advising you. You agree that other
     divisions within HSBC are not bound by any duty of confidentiality except
     as expressly set out herein. Our "Chinese Wall" procedures are designed to
     control the flow of confidential information between divisions of HSBC, but
     in some circumstances it may be necessary and proper to disclose such
     information to other divisions in which case it shall be disclosed to such
     other divisions which shall then be bound by the confidentiality
     undertaking given herein. In addition, disclosure to any of our
     professional advisers or sub-agents will be permitted as will disclosure
     required by law, and we shall be entitled to disclose any information known
     to us, and/or produce any documents, relating to your business or affairs,
     at our discretion or at the request of any relevant authority including the
     Bank of England, the Department of Trade and Industry, H.M. Treasury, the
     Securities and Investments Board, the SFA or any other recognised
     investment exchange, the Panel on Takeovers and Mergers or any other
     regulatory authority having jurisdiction over you, us or the Transaction.
     Where practicable, we will, before making any required disclosure, notify
     you in order to provide you with the opportunity to contest such
     disclosure.



                                        F

<PAGE>

     Except where prohibited by law and applicable regulations, including our
     Chinese Wall procedures, we shall be entitled to disclose our role within
     the Transaction and to furnish information regarding you to our Related
     Companies.

     Any advice or opinion, written or oral, provided by us pursuant to these
     Terms of Engagement will be solely for your information and assistance in
     connection with the Transaction and must be kept confidential by you. It is
     not to be used, circulated, quoted or otherwise referred to or publicly
     filed or disclosed for any other purpose to any third party, except in each
     case with our prior written consent (which consent shall not be
     unreasonably withheld or delayed). Any circulation or disclosure within
     your Group shall be strictly limited to the members of the Board of
     Directors and senior management.

     In his Paragraph the term "confidential information" shall not include any
     information which:

     (i)   at the time of disclosure to us is already in the public domain;

     (ii)  at any time after such disclosure falls into the public domain,
           otherwise than as a result of a breach by us of our undertakings;

     (iii) was lawfully in our possession prior to such disclosure; or

     (iv)  was or is received by us from any third party who at the time, so far
           as is known by us, was or is not bound by any restrictions or
           disclosure by such party.

     Whether there is any conflict between this paragraph 9 and any express
     terms of any contractual arrangements entered into between you and us
     relating to confidentiality, the express terms of such contractual
     arrangement shall take precedence over the terms of this paragraph to the
     extent of such conflict.

     Our duty to keep the confidential information confidential shall expire on
     the day falling two years after the date on which these Terms of Engagement
     are entered into.


10   Correspondence and papers

     All correspondence and papers in our control relating to any services
     provided to you shall be our sole property, except for originals of
     documents, etc. provided to us by you or on your behalf and in respect of
     which we shall be entitled to retain copies.



                                       G

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11   Transactions in investments

     All transactions in investments which we undertake for you will be subject
     to the Rules of SFA and any other relevant regulatory authority and the
     rules and customs of the exchange or market and/or any clearing house
     through which the transactions are settled or executed.


12   Authorisation

     We are authorised to do anything which we in our absolute discretion
     consider necessary or desirable in order (i) to carry out our services
     hereunder which may include, if previously approved by you, acting through
     agents or sub-agents and (ii) to comply with any applicable legal or
     regulatory requirements.

     Unless otherwise agreed, you authorise us to rely on any instructions,
     notices or requests (whether in writing or not) given (or appearing to be
     given) by any director or employee of yours who is reasonably believed by
     us to be authorised by you to give such instructions, notices or requests.


13   Exclusion of liability and indemnity

     No Claim shall be made against us by you to recover any Losses suffered or
     incurred by you in connection with or arising out of the services rendered
     or duties performed by us hereunder unless they are material in the context
     of the Transaction taken as a whole and to the extent that they arise as a
     result of (i) our negligence, bad faith or wilful default or (ii) our
     failure to comply with our obligations under these Terms of Engagement.

     You shall indemnify us on an after tax basis against all Claims which may
     be instituted, made, threatened or alleged against or otherwise involve us,
     and against all Losses which may be suffered or incurred by us, in
     connection with or arising out of the services rendered or duties performed
     by us under these Terms of Engagement including (without limitation) all
     Losses which we may incur in investigating, preparing, disputing or
     defending, or providing evidence in connection with, any Claim (whether or
     not we are an actual or potential party to such Claim) or in establishing
     any Claim or mitigating any Losses on your part or otherwise enforcing our
     rights under this paragraph 13. This right of indemnity shall be without
     prejudice to any rights which we may have at common law or otherwise.


                                       H

<PAGE>

     We shall not be entitled to be indemnified in respect of any Claims or
     Losses to the extent that they are finally judicially determined to have
     arisen as a result of (i) our negligence, bad faith or wilful default
     (including the causing of personal injury) or (ii) our failure to comply
     with our obligations under these Terms of Engagement.

     If we become aware of any Claim relevant for the purposes of this paragraph
     13 or any matter which may give rise to a Claim, we shall promptly notify
     you thereof giving particulars of the Claim, provided that failure by us to
     notify you shall not relieve you from the obligation to indemnify us except
     to the extent that you suffer actual prejudice as a result of such failure.
     Subject to being indemnified and secured to our reasonable satisfaction by
     you against any additional or increased Losses we may suffer or incur as a
     result of so doing, and subject to the requirements (if any) of our
     insurers, we shall thereafter consult with you regarding our conduct of the
     Claim and provide you with such information and copies of such documents
     relating to the Claim as you may reasonably request provided that we shall
     not be under any obligation to take into account any of your requirements
     in connection with such conduct nor to provide you with a copy of any
     document which is or may be privileged in the context of the Claim.

     You agree that you will not, without our prior written consent, settle or
     compromise or consent to the entry of any judgement with respect to any
     pending or threatened Claim in respect of which indemnification may be
     sought under this paragraph 13 (whether or not we are an actual or
     potential party to such Claim) unless such settlement, compromise or
     consent includes an unconditional release of us from all liability arising
     our of such Claim.

     If you enter into any agreement or arrangement with any adviser for the
     purpose of or in connection with the Transaction, the terms of which
     provide that the liability of the adviser to you or any other person is
     excluded or limited in any manner, and we may have joint and/or several
     liability with such adviser to you or to any other person arising out of or
     in connection with the performance of our duties under this letter, you
     shall:

     (a) not be entitled to recover any amount from us which, in the absence of
         such exclusion or limitation, we would have been entitled to recover
         pursuant to the Civil Liability (Contribution) Act 1978;

     (b) indemnify us on an after tax basis in respect of any increased
         liability to any third party which would not have arisen in the absence
         of such exclusion or limitation; and

     (c) take such other action as we may require to ensure that we are not
         prejudiced as a consequence of such agreement or arrangement.



                                       I

<PAGE>

     In this paragraph 13, the expression "we" and "us" and corresponding
     expressions shall include HSBC Holdings plc and each of its Related
     Companies and we, in receiving such indemnity, are acting for HSBC Holdings
     plc and as trustee and agent for each of its Related Companies with the
     intent that such indemnity shall be enforceable by HSBC Holdings plc and
     each of its Related Companies.


14   Announcements

     Neither you nor any of your Related Companies will publish, or permit or
     procure the publication of, any announcement, statement or document in
     relation to or having any material effect on the Transaction, without our
     prior consent (which consent shall not be unreasonably withheld or
     delayed).

     Except where required by law or the rules of the London Stock Exchange, we
     shall not be held responsible for ensuring the truth, accuracy, entirety or
     fairness of any announcement, statement, publication or document made by
     you, on your behalf or by any of your other advisers in connection with the
     Transaction, this being your sole responsibility.

     We will not publish or arrange for the publication of any announcement,
     statement or document in relation to the Transaction without the authority
     of your Board of Directors or a duly appointed committee thereof. We
     reserve the right, however, to make any announcement required to comply
     with applicable regulations if you do not do so.

     We shall be named as your financial adviser in any announcements, circulars
     or communications regarding the Transaction in the manner and place in
     which it is normal or a requirement for financial advisers to be so named.

     Neither you nor any of your Related Companies will publish, or permit or
     procure the publication of, any announcement, statement or document which
     makes reference to us or our appointment under, or the services provided by
     us pursuant to this letter agreement without our prior consent. If for any
     reason any such announcement, statement or document is made without our
     consent, you acknowledge that we shall be entitled to publish any
     announcement, statement or document which we reasonably believe is
     appropriate to protect our interests.

     You acknowledge that we may, at our option and expense, place an
     announcement in such newspapers and periodicals as we may choose following
     the public announcement of the Transaction, stating that we have acted as
     financial adviser to you in connection with the Transaction.


                                       J

<PAGE>

15   Termination

     Either you or we may terminate our appointment under these Terms of
     Engagement at any time on 7 days notice in writing to the other party.

     We reserve the right at any time and without liability for continuing
     obligations to you to terminate these Terms of Engagement forthwith; (a) in
     the event that you commit a material breach of the Terms of Engagement; or
     (b) you fail to accept our advice on a material matter concerning action to
     be taken in respect of or in relation to the Transaction; or (c) if we are
     not satisfied that we can continue to advise you, or that we can co-operate
     with any of your actions or inactions, in either case without defaulting on
     any of our responsibilities under the Code, The Listing Rules or other
     legal or regulatory requirements.

     Termination will not affect any legal rights or obligations which have
     already accrued to, or been incurred by, either of us or any
     representations, confirmations or indemnities given by you herein.


16   Assignment

     We shall be entitled to transfer all our rights and obligations under these
     Terms of Engagement to a Related Company to which substantially all our
     assets and business have been or are to be transferred and, from the time
     such transfer takes effect, references to us shall be read as references to
     such Related Company.

     In order that we may execute and carry out our duties properly under these
     Terms of Engagement, you agree not to transfer any of your rights and
     obligations hereunder to any party without our written consent.


17   Governing Law

     The provisions of these Terms of Engagement shall be governed by and
     construed in accordance with English law.

     We and you irrevocably agree that the Courts of England are to have
     exclusive jurisdiction to settle any disputes which may arise out of or in
     connection with the provisions of this letter agreement.

     You irrevocably submit to the jurisdiction of the Courts of England under
     these Terms of Engagement and waive any objection to proceedings in any
     such court on the ground of venue or the ground that the proceedings had
     been brought in an inconvenient forum.



                                       K


<PAGE>


18   Client Monies

     Where any of your monies are held by us they will be credited to an account
     designated in your name and will be held by us in our capacity as banker
     and not as trustee. As a result, we are not required to hold such monies in
     accordance with SFA's client money rules.


19   Miscellaneous

     References to "you" in these terms and conditions include, where
     appropriate, any member of your Group.

     We may in future send you revised terms and conditions to replace these,
     but they will only apply in the case of services provided after the date
     you receive them and you are of course free to terminate the arrangements
     between us is you do not accept the revised terms and conditions. Sending
     you revised terms will not affect our respective rights and obligations
     which may have arisen beforehand.

     Any notice or other communication requiring to be given or served under or
     in connection with this Agreement shall be in writing and shall be
     sufficiently given or served if delivered or sent to your and our
     respective Company Secretaries at your and our registered addresses.


                                       L


<PAGE>

     Any such notice or other communication shall be delivered by hand or sent
     by courier, fax or prepaid first class post. If sent by courier or fax,
     such notice or communication shall conclusively be deemed to have been
     given or served at the time of dispatch, in case of service in the United
     Kingdom, or on the following Business Day in the case of international
     service. If sent by post such notice or communication shall conclusively be
     deemed to have been received two Business Days from the time of posting, in
     the case of inland mail in the United Kingdom or three Business Days from
     the time of posting in the case of international mail.


     Definitions

     In this letter agreement:

     "Business Day" shall mean a day (excluding Saturdays) on which banks
     generally are open in London for the transaction of normal banking
     business;

     "Claims" shall mean all actions, proceedings, investigations, demands,
     judgements and awards;

     "Group" shall mean you or HSBC (as appropriate) and your/its Related
     Companies;

     "HSBC" shall mean HSBC Investment Bank plc

     "holding company", "subsidiary undertaking" and "associated undertaking"
     shall have the same meanings as in the Companies Act 1985;

     "Losses" shall mean all losses, liabilities, damages, costs, charges and
     expenses; and

     "Related Companies" shall mean in respect of any company (the first
     company) any company which is for the time being a subsidiary undertaking,
     associated undertaking or holding company (whether direct or indirect or
     which is in any way allied to or associated with such company) of the first
     company or a subsidiary undertaking or associated undertaking (whether
     direct, indirect or which is in any way allied to or associated with such
     company) of any such holding company and shall include any director,
     officer, employee, agent or adviser thereof and "Related Company" shall be
     construed accordingly.



                                       M