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Exhibit 10.5
  
    Credit Agreement between
  NPS Ltd. And Northamber
  Dated August 15, 1997    
  





 
Northamber plc. 



	Lion Park Avenue, Chessington, Surrey. KT9 1ST.	 	0181 296 7000:Main
	VAT Registration Number: GB 608 8756 03.	 	0181 974 1733:Sales

0181 296 7120: Fax
	

The Managing Director	
 	

15 August, 1997
	NETWORK PRINTING SOLUTIONS LTD

12 WATERSIDE WAY

LONDON

SW1 7 OXH	 	 





Dear
Sir, 


                                        
                                          
                                          
        Account
number: 78533 


        We
are pleased to inform you that your requested "Payment with Order" account has been opened. 


        We
enclose a current copy of our Hardware and Software Catalogue and The Supplies Catalogue which give you all the information you need to get the best out of trading with us. 


        We
want to welcome you as a new trading partner and look forward to a long and successful association. 


        Please
do use our facilities and support activities—they are part of our service and your opportunity to increase profitability. 



        In
the event of a query a short cut is to quote your account number which is 78533. This also acts as additional security identification to protect the confidentiality of your account
and trading history. 


Yours
Faithfully, 


/s/                                       
   



Credit
Assessment 


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   Please sign at bottom of page 


STANDARD CONDITIONS OF CONTRACT


	1.
	PRELIMINARY 



        1.1  IN
these Conditions: 




"the
Company" means Northamber plc or any Associated Company 


"the
Contract" means the Contract between the Company and the Customer for the sale or supply of Equipment 


"the
Customer" means the person, firm or company with whom the Contract is made by the Company 


"the
Equipment" means any equipment, machinery, parts. spares, software and any other goods sold or supplied by the Company 



"the
Warranty Period" means 


          (i)  in
the case of hardware a period of thirteen months from the date of delivery or the balance of any warranty period provided to the Company by the manufacturer if
greater or 


        (ii)  in
any other case a period of ninety days from the date of delivery 





        1.2  THESE
Conditions apply to all Contracts of the Company to sell or supply Equipment and shall prevail over any terms put forward by the Customer and no concession made or
latitude allowed by the Company to the Customer shall affect the strict rights of the Company under the Contract. 


        1.3  THESE
Conditions may only be varied with the express written agreement of the Company. 


	2.
	PRICES




        2.1  UNLESS
otherwise specified prices payable for the Equipment are exclusive of carriage and are subject to the Company's right to require payment of delivery charges,
insurance costs, customs duties, special handling charges and/or packaging charges as appropriate. 



        2.2  THE
Company shall have the right at any time to revise prices to take into account increases in costs including (without limitation) costs of agreed changes in any
taxes, duties, levies or exchange rates or costs arising as a result of site conditions, delays, interruptions, lack of information and any other factor beyond the Company's control. 


	3.
	ORDERS
AND DELIVERY. 



        3.1  NO
order shall be accepted by the Company unless first confirmed by the Customer in writing or by facsimile. 



        3.2  THE
Customer shall state on placing an order if he requires the Company to arrange carriage and if so the delivery address. If the Customer so requests the Company shall
be entitled to make any contract of carriage and/or insurance on behalf of the Customer as the Customer considers necessary and will be under no obligation to notify the Customer thereof. The Customer
will be responsible for complying with all conditions and requirements of the carriers. Unless otherwise agreed by the Company delivery of the Equipment will be ex-works. 


        3.3  ALL
times or dates given for delivery of the Equipment are only estimates given in good faith and are not conditions, warranties or innominate terms (or terms otherwise
howsoever), of this or any other (whether collateral or otherwise) contract. 



        3.4  THE
Company shall give the Customer notice when the Equipment is ready for delivery. If the Customer refuses or fails to arrange collection or take delivery (as the case
may be) of Equipment ordered within seven days at service of that notice then (a) the Customer will bear the risk of any loss 


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or damage to the Equipment after expiry of that time (b) the Company shall be entitled to immediate payment in full for the Equipment which is the subject of the order and (c) the
Customer shall in addition to the invoice price pay all costs of storage and any additional costs incurred as a result of such refusal or failure. The Company shall not be liable to the Customer for
any loss or damage to the Equipment caused by their storage. 


        3.5  THE
Company may make and the Customer shall accept partial deliveries of Equipment ordered. Each delivery shall be considered to be the subject of a separate Contract
and failure by the Company to make any one or more deliveries in accordance with the Contract or any claim by the Customer in respect of any one or more deliveries shall not entitle the Customer to
treat the Contract as a whole repudiated. 


	4.
	ACCEPTANCE 



        4.1  THE
Customer will accept the Equipment even if it is delivered late and late delivery will not entitle the Customer to terminate the Contract. 


        4.2  THE
Customer shall inspect the Equipment as soon after delivery as is reasonably practicable and in any event within 4 days after delivery, which period the
Customer agrees is a reasonable period given the nature of the Equipment supplied by the Company. 


        4.3  THE
Customer will notify the Company in writing of any shortage of supply, deficiency, or damage to or fault with the Equipment within 5 days of delivery. If the
Customer fails to comply with this clause the Company shall not be liable to the Customer in respect of any shortage discrepancy, damage or fault or in respect of any consequential losses or expenses
arising therefrom. 


        4.4  THE
Customer hereby agrees that the retention of the Equipment without written complaint to the Company within 5 days of delivery constitutes for all purposes an
intimation by the Customer that the Equipment has been unconditionally accepted, and that given the nature of the Equipment supplied by the Company, 5 days constitutes a reasonable period
within which the Equipment should be rejected. 


        4.5  EACH
of the preceding sub-clauses of this clause is entirely without prejudice to the provisions of clause 9 hereof. 


	5.
	RISK




        FROM
the time the Equipment leaves the Company's premises whether this be by way of collection by the Customer or receipt by earners (as the case may be) the risk in the Equipment shall
pass to the Customer who shall be solely responsible for the custody and maintenance thereof. 


	6.
	PAYMENT 



        6.1  IF
credit terms have been agreed in writing by the Company payment shall be made in full without any deduction or set-off within thirty days of the date of
the invoice unless otherwise agreed in writing by the Company. In any event the Company reserves the right to withdraw credit facilities at any time. If the trading relationship between the Customer
and the Company is terminated for whatever reason then all sums due by the Customer become payable immediately. 


        6.2  IF
credit terms have not been agreed by the Company then payment shall be made in full without any deduction or set-off at the time of placing the order for
the Equipment. 


        6.3  IF
the Customer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented
against him or (if the Customer is a limited company) if any resolution or petition to wind up such company shall be passed or presented or if a receiver or administrator of the whole or any part of
such company's undertaking property or assets shall be appointed then if delivery of the Equipment has been effected 


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the invoice shall immediately become due and payable by the Customer, if delivery has not been so effected then the Company may at its option cancel the contract or cancel or suspend delivery. 


        6.4  NOTWITHSTANDING
any of the terms and conditions hereof the time of payment shall be of the essence of the Contract. 


        6.5  INTEREST
shall be payable on overdue accounts at the rate of two percent per month or part thereof on the amount for the time being outstanding from the due date of
payment thereof until receipt by the Company whether before or after judgement. 



        6.6  IF
any cheque presented in payment of an invoice by the Customer shall be returned unpaid by the Customer's bank or if any agreed standing order or direct debit
arrangement shall fail to operate then the Customer shall in addition to all other sums payable under the Contract pay to the Company the sum of £20 for each such event or such greater sum
as shall represent the cost incurred by the Company by reason of such dishonour or failure as aforesaid. 


        6.7  IF
at any time whatsoever it is the Customer's intention to assign its debts to an associated company of the Customer or to a Third Party, the Customer shall notify the
Company without delay. 


        6.8  IF
credit terms have been agreed by the Company, the Customer and its directors undertake to notify the Company, as soon as practicable after such agreement, of the
existence and identity of any associated companies under common ownership with the Customer. This obligation is a continuing obligation such that if at any time after credit has been granted, any
other company comes into common ownership with the Customer, the same must be notified, as soon as is practicable to the Company. It is agreed that the requirements under this sub-clause
are of the essence of the agreement to provide credit and of any other contract made under of pursuant to that agreement between the Company and the Customer. 



        6.9  ANY
costs and/or expenses incurred by the Company in recovering funds from, or otherwise enforcing any of its rights against the Customer, whether within or outside the
United Kingdom, shall be fully reimbursed to the Company by the Customer and the Customer agrees fully to indemnify the Company in respect of any such costs or expenses. 


      6.10  IF
credit terms have been agreed by the Company, the Customer undertakes to notify the Company of any material or potentially material change in its finances and/or
structure and/or position generally. Such notifiable events include, but are not limited to: 



        (1)  any
change in the information supplied by the Customer to the Company for the purposes of and/or in relation to obtaining credit; and 


        (2)  any
change in the ownership of the shares in the Customer and any change in the number of such shares; 


        (3)  any
change In the ownership of the shares in any company which has been at any time after the granting of credit, under common ownership with the Customer; 



        (4)  any
material change in the nature and/or value of the Customer's assets whether as a result of disposal, acquisition, the grant or crystallization of any security, or
otherwise howsoever. 


        It
is agreed that the requirements under this sub-clause are of the essence of the agreement to provide credit and of any other contract made under or pursuant to that
agreement between the Company and the Customer. 



	7.
	RETENTION
OF TITLE 



        7.1  THE
Equipment shall remain the property of the Company until payment is made in full for all sums due under all Contracts between the Company and the Customer. 


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        7.2  The
Customer shall hold all Equipment property in which remains in the Company as bailee (and, for the avoidance of doubt. fiduciary) lot the Company, shall store the
same in such a way that it can be identified as the Company's property and shall keep it separate from the Customer's own property and the property of any other person. 



        7.3  At
any time whatsoever the Company shall be entitled to recover Equipment property in which remains in the Company and for that purpose the Customer hereby grants to the
Company, its agents and employees an irrevocable license to enter any premises where such Equipment is stored in order to repossess the same. 


        7.4  In
the normal course of business the Customer shall sell Equipment the property in which remains (prior to such sale) in the Company: 



      7.4.1  the
Customer shall hold on trust for the Company absolutely all the benefit of and/or rights arising under any such contract of sale; 



      7.4.2  the
Customer shall hold on trust for the Company absolutely all proceeds of any such contract of sale and shall pay the same into a separate identified bank account
(the trust account) (which shall at no time have paid into it monies other than monies held on trust for the Company and shall at no time be overdrawn) as trustee for the Company. 




        7.5  If,
as a result of or of the exercise of its rights under 7.4.1 and/or 7A.2 above the Company receives any monies, the same will not in whole or in part discharge: 



        (1)  any
of the Customer's liability to pay the purchase price under this or any other contract between the Company and the Customer; or 


        (2)  any
other debts owed by the Customer to the Company. 



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Exhibit 10.5 Credit Agreement between NPS Ltd. And Northamber Dated August 15, 1997