EXHIBIT 10.12.4.

                       AGREEMENT FOR THE PURCHASE OF DEBTS




1        PARTIES
         -------

         (1)      VENTURE  FINANCE PLC  ("Venture")  of Sussex House  Perrymount
                  Road  Haywards  Heath West  Sussex  RH16 1DN  incorporated  in
                  England with registered number 2281768.

         (2)      THE CLIENT  ("Client") named in paragraph 1(a) of the Schedule
                  ("the Schedule") annexed to and forming part of this Agreement
                  ("this Agreement").

2        DATE
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         This  Agreement  shall be  treated  as being made on the date which the
         last of either Venture or the Client shall execute it.

3        DEFINITIONS AND INTERPRETATION
         ------------------------------

         (1)      The  expressions  specified in Appendix A forming part of this
                  Agreement  shall have the meanings  assigned to them  therein.
                  This Agreement  shall be construed in accordance with Appendix
                  B.

         (2)      Where  in  connection  with  any  legal  jurisdiction  outside
                  England  and Wales a word or phrase in this  Agreement  has no
                  precise counterpart,  then this Agreement shall be interpreted
                  as if that word or phrase  referred to the closest  equivalent
                  in the jurisdiction concerned.

4        TRANSFER OF OWNERSHIP OF DEBTS
         ------------------------------


         (1)      This  Agreement is for the Sale by the Client and the Purchase
                  by  Venture  of  all  Debts,  which  are in  existence  at the
                  Commencement   Date  or  which  afterwards  arise  during  the
                  currency  of this  Agreement.  On the  Commencement  Date  the
                  Client  shall  deliver  an Offer in  respect of each such Debt
                  unpaid at that date.  Venture  shall only accept such Offer by
                  crediting the value of the Debt, as shown in the Offer, to the
                  Debts  Purchased  Account,  where upon Venture's  ownership of
                  such Debt shall be complete.

         (2)      The  ownership of every Debt coming into  existence  after the
                  Commencement Date and until the ending of this Agreement shall
                  vest in  Venture  automatically  upon  such Debt  coming  into
                  existence  without  any  further  act on the  part  of  either
                  Venture or the Client.

         (3)      Upon the  vesting in Venture of each Debt  pursuant to clauses
                  4(1) and 4(2) there shall also vest in Venture  the  ownership
                  of all Related Rights to such Debt.

5        PERFECTION OF FACTOR'S TITLE
         ----------------------------

         The Client  shall at any time,  at the  request  of Venture  and at the
         expense of the Client,  execute and deliver to Venture a formal written
         assignment  (with the  applicable  stamp duty endorsed  thereon) of any
         Debt or Related Rights owned by Venture. The Client shall hold in trust
         for Venture (and separately from the Client's own property) any Debt or
         Related Rights  purchased by Venture of which the ownership  shall fail
         to vest in Venture for any reason.

6        PURCHASE PRICE AND NOTIFICATION OF DEBTS
         ----------------------------------------

         (1)      Subject to the other provisions of this Agreement the Purchase
                  Price of each Debt, together with its Related Rights, shall be
                  equivalent  to the amount  payable by the Debtor in respect of
                  such  Debt,  including  any  tax  or  duty,  according  to the
                  relevant  Sale   Contract,   after  there  has  been  deducted
                  therefrom:

<PAGE>

                  (i)      any discount, allowance or other deduction allowed or
                           allowable by the Client to the Debtor; and

                  (ii)     the   Discount   Charge  in  respect  of  such  Debt,
                           calculated in accordance with clause 9(3).


         (2)      The Client shall promptly  notify Venture of each Debt created
                  after the  Commencement  Date and  vesting  in Venture in such
                  manner and with such particulars and documents  evidencing the
                  Debt as Venture  may from time to time  require.  Notification
                  shall be as soon as the relevant Goods have been Delivered, or
                  at any other time if so required by  Venture.  A  Notification
                  shall not include any Debt  previously  notified or subject to
                  an offer.

         (3)      If in  relation  to any Debt the  Client  is unable to give to
                  Venture every one of the warranties and undertakings contained
                  in this  Agreement,  then the Client shall notify such Debt to
                  Venture  separately  from  other  Debts and  clearly  mark the
                  relevant  Notification to that effect. All such Debts shall be
                  Disapproved Debts.

7        CREDIT OF THE PURCHASE PRICE AND PAYMENT BY VENTURE
         ---------------------------------------------------

         (1)      Following receipt of a Notification, Venture shall on the next
                  Working Day credit the Purchase  Price to the Debts  Purchased
                  Account. For administrative  convenience Venture may make such
                  credit  before the  deduction  of any of the items  which,  in
                  accordance  with clause 6(1),  are to be deducted in computing
                  the Purchase Price. Venture may consequently, if it so wishes,
                  aggregate  and debit all such items at any time  thereafter to
                  either the Debts Purchased Account or the Current Account.

         (2)      Venture  shall  make  appropriate  accounting  entries  on the
                  Transfer Date to effect the transfer of the Purchase  Price of
                  a Debt from the Debts  Purchased  Account to the credit of the
                  Current Account. The Transfer Date shall be:

                  (i)      where it is  specified in paragraph 8 of the Schedule
                           that Venture is to collect the Debts:-

                           (a)      and  where  the  relevant  remittance  is by
                                    Sterling cheque or Bill of Exchange drawn on
                                    or  accepted  for  payment  at a bank in the
                                    United  Kingdom:  whichever  is the later of
                                    the day  Venture  lodges the  instrument  of
                                    payment  with its banker for  collection  or
                                    the day the  instrument  of payment shall be
                                    payable or the day  Venture  shall  identify
                                    such  payment  as  being  in  respect  of  a
                                    specific Notified Debt;

                           (b)      but  where  the  relevant  remittance  is by
                                    cheque or Bill of Exchange otherwise than in
                                    Sterling  and/or  by  cheque  or by  Bill of
                                    Exchange drawn on or accepted for payment at
                                    a bank not in the United Kingdom:  whichever
                                    is the  later  of  either  the  day  Venture
                                    receives  notice it has  received  value for
                                    such  remittance  or the day  Venture  shall
                                    identify such payment as being in respect of
                                    a Notified Debt;

                           (c)      but  where  the   payment   is  made  by  an
                                    electronic    funds   transfer   direct   to
                                    Venture's  bank  account:  whichever  is the
                                    later of either one  Working Day after it is
                                    credited to such  account or the day Venture
                                    shall  identify  it to be  in  respect  of a
                                    specific Notified Debt;

                           (d)      but where it is  specified in paragraph 5 of
                                    the Schedule that the general nature of this
                                    Agreement is "With Bad Debt  Protection" and
                                    the Purchase

<PAGE>

                                    Price of a Credit  Approved  Debt  shall not
                                    have  been   transferred   to  the   Current
                                    Account:  whichever  is the  earlier of five
                                    Working  Days  after  the end of the  fourth
                                    calendar  month  following  the  end  of the
                                    month in which the Debt  shall  have  fallen
                                    due for payment or five  Working  Days after
                                    Venture   receives   confirmation   of   the
                                    Insolvency of the Debtor, (except in respect
                                    of  Export  Debts  when it shall be the date
                                    referred  to in the rider to the  Schedule -
                                    as varied at Venture's  discretion from time
                                    to time - by  reference  to the  country  to
                                    which the relevant invoice is addressed); or

                  (ii)     where it is  specified in paragraph 8 of the Schedule
                           that the Client is to act as Agent of Venture:-

                           (a)      one  Working  Day  after  the  credit of the
                                    relevant  remittance  to the  bank  account,
                                    established  by Venture  for the  purpose of
                                    receiving such remittances; or

                           (b)      where it is  specified in paragraph 5 of the
                                    Schedule  that the  general  nature  of this
                                    Agreement is "With Bad Debt  Protection" and
                                    the Purchase Price of a Credit Approved Debt
                                    shall  not  have  been  transferred  to  the
                                    Current  Account and the Client has provided
                                    evidence of the  validity of the Debt and of
                                    compliance  with the matters  referred to in
                                    clause 12(4)(i)(c):- five Working Days after
                                    Venture  shall receive  confirmation  of the
                                    Insolvency of the Debtor, (except in respect
                                    of  Export  Debts  when it shall be the date
                                    referred  to in the rider to the  Schedule -
                                    as varied at Venture's  discretion from time
                                    to time - by  reference  to the  country  to
                                    which the relevant invoice is addressed).

         (3)      Where the  Purchase  Price of a Debt is to be  transferred  in
                  accordance with clause  7(2)(i)(d) or 7(2)(ii)(b)  Venture may
                  prior to such  transfer  deduct  the  amount of any Client Bad
                  Debt Risk but so that the total amount so deducted in relation
                  to a single  debtor  shall not exceed the amount  specified in
                  paragraph 14 of the Schedule.

         (4)      If,  following  receipt of an  instrument  of  payment  from a
                  Debtor,  but prior to receipt of notification of its clearance
                  for fate, Venture shall have transferred the Purchase Price of
                  a Debt to the Current Account,  then Venture shall be entitled
                  to reverse such accounting  entries on  notification  that the
                  instrument has failed to be so cleared for fate.

         (5)      In maintaining the Debts Purchased  Account,  Venture shall be
                  entitled to debit  thereto any  discount,  allowance  or other
                  deduction  nature  claimed  by a Debtor  at the time of making
                  payment of any Debt to Venture and shall give  notice  thereof
                  to the Client.  However,  upon written  notice of objection by
                  the Client within 14 days of such notice the  deduction  shall
                  be credited back to the Debts  Purchased  Account and shall be
                  treated as a Disapproved Debt.

         (6)      The  Client  may at any  time  request  Venture  to pay to the
                  Client,  but in  each  case  subject  to  Venture's  right  of
                  set-off:

                  (i)      any  amount  standing  to the credit of the Client on
                           the Current Account; or

                  (ii)     amounts up to the equivalent of the Availability.

                  Any payment made by Venture shall be sent in a sterling cheque
                  by post  either to the  Client or to any bank  account  of the
                  Client or, if the Client and  Venture so agree  verbally or in
                  writing,  shall be made by Bankers  Automated  Clearing System
                  (sometimes  known as BACS).  If the Client and  Venture  agree
                  verbally  or in writing  that  instead of payment by cheque or

<PAGE>

                  BACS that  Venture  may make  payments by the  Clearing  House
                  Automated Payment System (sometimes known as "CHAPS") then the
                  Purchase Price shall be adjusted by a  Supplementary  Discount
                  Charge and Venture shall be entitled to a transaction  charge,
                  (the amount of which shall be advised by Venture  from time to
                  time) in respect of each payment. Any payment shall be debited
                  to the Current  Account on the day Venture shall send a cheque
                  or on the day  Venture  gives  instructions  to its bank for a
                  payment by BACS or CHAPS.

         (7)      Venture shall send or make available to the Client a statement
                  of its  accounts  with the  Client  not less than once in each
                  month  or at  such  other  intervals  as may be  agreed.  Such
                  statement  shall be  treated  as  correct  and  binding on the
                  Client,  except  for  manifest  errors or errors in law or any
                  error notified by the Client to Venture  within  fourteen days
                  of its despatch.

         (8)      Venture  shall at any time be entitled to debit to the Current
                  Account all  liabilities of the Client to Venture,  whether or
                  not arising under this Agreement,  present, future, contingent
                  or prospective (including liability to Venture as the customer
                  of another  Client of Venture or for Value Added  Tax).  Where
                  the amount can not be immediately ascertained Venture shall be
                  entitled to make a  reasonable  estimate  thereof.  Until such
                  liabilities shall be so debited Venture may set off the amount
                  thereof against amounts payable to the Client.

8        FOREIGN CURRENCY DEBTS
         ----------------------

         (1)      For the purpose of computing  the Purchase  Price of a Foreign
                  Currency Debt and crediting it to the Debts Purchased  Account
                  in  accordance  with clause 7(1) Venture  shall be entitled to
                  use the Conversion Rate on the day it is so credited.

         (2)      For the  purpose  of  transferring  the  Purchase  Price  of a
                  Foreign  Currency  Debt to the Current  Account in  accordance
                  with  clause  7(2)  Venture  shall  be  entitled  to  use  the
                  Conversion Rate on the Transfer Date. If the converted  amount
                  of the Debt  transferred is more than the converted  amount of
                  the  Purchase  Price of that  Debt,  the  difference  shall be
                  treated  as an  increase  in the  Purchase  Price and if it is
                  lower the  difference  shall be treated as a reduction  in the
                  Purchase Price.

         (3)      On Recourse or Reassignment of any Foreign  Currency Debt, the
                  Repurchase  Price  shall  be  computed  by  reference  to  the
                  Conversion Rate applied in crediting the Purchase Price to the
                  Debts Purchased Account.

9        FACTORING FEES, DISCOUNT CHARGES, BANK AND OTHER CHARGES
         --------------------------------------------------------

         (1)      Venture shall,  upon delivery of a  Notification,  be entitled
                  forthwith  to  charge  a  Factoring  Fee   equivalent  to  the
                  percentage  specified in paragraph 15 of the Schedule (or such
                  other percentage or amounts as may be agreed by the parties in
                  writing) of the  notified  value of such Debt and credit notes
                  before  the  deduction  of any  discount  or  other  allowance
                  allowed or allowable at any time to the Debtor.  Venture shall
                  immediately debit the Factoring Fee to the Current Account.

         (2)      If the total  Factoring Fees during the period of three months
                  immediately  following the  occurrence of a Right of Immediate
                  Termination shall be less than the total Factoring Fees during
                  the period of three months ended immediately before such right
                  shall arise,  then the Client shall pay to Venture a sum equal
                  to the difference or Venture may debit the same to the Current
                  Account.  This shall be payable even if this  Agreement  shall
                  end before the expiry of the three months and shall not affect
                  any other rights of Venture arising out of such events. Should
                  a Collection  Transfer Fee become  payable  pursuant to clause
                  12(4)(ii)  the  relevant   percentage  for   calculating   the
                  Factoring  Fee in  respect  of all Debts  Notified  thereafter
                  shall be the  percentage  stated  in  paragraph  17(ii) of the
                  Schedule as being the Revised  Factoring Fee, in  substitution
                  for that appearing in paragraph 15 of the Schedule.

<PAGE>

         (3)      The Discount  Charge to be deducted in computing  the Purchase
                  Price of each Debt, in relation to which a Prepayment shall be
                  made,  shall be equivalent to the rate per annum  specified in
                  paragraph  16 of the  Schedule  (or such  other rate as may be
                  agreed by the  parties  in  writing)  calculated  daily,  with
                  monthly rests,  on the amount of such Prepayment from the date
                  on which it is  debited  to the  Current  Account  until  four
                  Working  Days  after the  Transfer  Date.  For  administrative
                  convenience  Venture  may  calculate  the  Discount  Charge by
                  reference  to the  Funds  in Use at the end of each  day.  The
                  total of the  Discount  Charges  so  calculated  shall then be
                  debited monthly.

         (4)      Venture  shall be entitled to debit the Current  Account and /
                  or the Debts Purchased Account with:

                  (i)      all bank charges incurred by Venture in respect of an
                           instrument   of  payment  not  cleared  for  fate  as
                           described  in Clause  7(4) for a Debt  which is not a
                           Credit Approved Debt;

                  (ii)     if so provided in paragraph 15 of the  Schedule,  all
                           banking  charges and other costs and  expenses it may
                           incur in  relation to any account to which it directs
                           that any payments by Debtors shall be credited;

                  (iii)    such other  charges or fees as are referred to in the
                           Schedule  or any rider to the  Schedule  and all bank
                           charges  incurred  in  collecting  Export  Debts  and
                           converting  the proceeds of a Foreign  Currency  Debt
                           into Sterling;

                  (iv)     any amount due to Venture in  relation to the matters
                           referred to in clauses 14 and 18(2)(v);

                  (v)      any other amounts due to Venture.

         (5)      Any amount debited to the Current  Account shall be treated as
                  a  Prepayment  for the  purpose of  calculating  the  Discount
                  Charge.

         (6)      All charges and fees to which Venture shall be entitled  under
                  the terms of this  Agreement  shall be  calculated  or charged
                  exclusive of value added tax. Value added tax shall be payable
                  upon issue by Venture of a value added tax invoice.

10       DISPUTES AND CREDIT NOTES
         -------------------------

         (1)      If a Debtor  disputes its  liability to pay the full  Notified
                  amount of any Debt (less any discount or allowance approved by
                  Venture) the Client  shall  forthwith  notify  Venture of such
                  dispute  (if the  same has not  already  been  advised  to the
                  Client by Venture) and undertakes:

                  (i)      to use its best  endeavours  promptly to settle every
                           such dispute,  subject to the right of Venture itself
                           to  settle  or  compromise  any  such  dispute  or to
                           require that the Client  should  settle or compromise
                           it on  such  terms  as  Venture  may in its  absolute
                           discretion think fit;

                  (ii)     to  perform   promptly  all  further  and  continuing
                           obligations  of the  Client to the  Debtor  under any
                           Sale Contract and to give evidence to Venture of such
                           performance  and to  agree  that in the  event of the
                           failure  of  such  performance   Venture  may  itself
                           perform  such  obligations  at  the  expense  of  the
                           Client;

                  (iii)    to issue  promptly all credit notes due in respect of
                           Debts and to Notify same within three Working Days of
                           issue subject to the right of Venture to require that
                           no credit note shall be authorised or issued  without
                           Venture's  consent  and  that the  originals  of such
                           credit notes shall be sent to Venture;

<PAGE>

                  and the Client  shall be bound by  anything  done by or at the
                  direction of Venture in accordance  with this  sub-clause (1),
                  including any corresponding reduction in the Purchase Price.

         (2)      (i) The  amount of every  credit  note  Notified  pursuant  to
                  clause  10(1)(iii)  shall be  treated  as a  reduction  of the
                  Purchase  Price of the Debt to which the credit  note  relates
                  and shall be debited to the Debts Purchased Account.

                  (ii)     The Client  shall,  if  requested  by  Venture,  give
                           Venture a cheque,  in favour of  Venture,  drawn on a
                           London  clearing  bank for the  amount of the  credit
                           note. On collection of the cheque its amount shall be
                           credited to the Current Account.

11       DISAPPROVED DEBTS
         -----------------

         (1)      A Debt shall become a Disapproved Debt:

                  (i)      if (when aggregated with all other  Outstanding Debts
                           owing  by the  same  Debtor)  it is not for the  time
                           being  within the Funding  Limit or within the Debtor
                           Concentration; or

                  (ii)     where paragraph 5 of the Schedule  specifies that the
                           general nature of this Agreement is "Without Bad Debt
                           Protection"  - at any time  after  the  expiry of the
                           recourse  period  specified  in  paragraph  13 of the
                           Schedule; or

                  (iii)    where  the  cost  and   expense  in   effecting   its
                           collection  shall,  in  Venture's  view,  exceed  its
                           Purchase  Price (except Credit  Approved  Debts) - at
                           any time after Venture takes that view; or

                  (iv)     where the Debtor  claims to be unable to pay  because
                           of any laws, rules or regulations having the force of
                           law (other  than  arising  solely  from the  Debtor's
                           insolvency)  - at any time  after such claim is made;
                           or

                  (v)      where it is the  subject  of a dispute  described  in
                           clause 10 (1) - when such dispute arises; or

                  (vi)     where there is a breach of  warranty  or  undertaking
                           given by the client - at the time of such breach; or

                  (vii)    where  it  is  (or  is  required   to  be)   notified
                           separately in  accordance  with clause 6 (3) - at the
                           time when such  notification  is (or should be) made;
                           or

                  (viii)   where  it does  not fall  within  paragraph  6 of the
                           Schedule  - at the time  that such  Debt  comes  into
                           existence; or

                  (ix)     Upon  Venture  exercising  its  rights  under  clause
                           19(2).

         (2)      Venture shall have Recourse in respect of:

                  (i)      a Debt which is a Disapproved  Debt because of clause
                           11(1)(v) - at any time after the  sixtieth  day after
                           the arising of the dispute;

                  (ii)     any other  Disapproved  Debt - at any time  after the
                           day on which it is due for  payment or the day of its
                           Disapproval;

                  (iii)    any Debt  which is not a Credit  Approved  Debt where
                           paragraph  5  of  the  Schedule  specifies  that  the
                           general  nature of this  Agreement  is "With Bad Debt
                           Protection"  - at any time  after the day on which it
                           is due for payment;

<PAGE>

                  (iv)     the  amount of any Client Bad Debt Risk - at the time
                           it is deducted  from the Purchase  Price of a Debt in
                           accordance with clause 7(3).


12       NOTICES TO AND COLLECTIONS FROM DEBTORS
         ---------------------------------------

         (1)      Whilst the ownership of any Debt remains  vested in Venture or
                  any Debt is held in trust for  Venture  pursuant  to Clause 5,
                  Venture  shall have the sole  right to enforce  payment of and
                  determine  whether  such Debt shall be collected by Venture or
                  by the  Client  (as the agent of  Venture)  and to  institute,
                  carry on, defend or compromise  proceedings in its own name or
                  the name of the  Client in such  manner and upon such terms as
                  it may in its absolute  discretion think fit. The Client shall
                  co-operate in such enforcement,  collection or proceedings and
                  in the recovery of any Transferred Goods.

         (2)      Where  paragraph 7 of the  Schedule  specifies  that notice of
                  assignment shall be given such notice shall state, inter alia,
                  that the Debt to which it relates  has been  purchased  by and
                  assigned to Venture and the Client undertakes:-

                  (i)      in respect of every Debt vesting in Venture,  to give
                           such  notice in the  manner  and form  prescribed  by
                           Venture; and

                  (ii)     to use its best endeavours to ensure that each Debtor
                           makes  payment in  accordance  with such  notice and,
                           without affecting such obligation, at its own expense
                           to despatch a letter in terms  stipulated  by Venture
                           to any  Debtor  ignoring  such  notice  or  any  part
                           thereof  and to send to  Venture  a copy of each such
                           letter.

         (3)      Even though  paragraph  7 of the  Schedule  specifies  that no
                  notice of  assignment  shall be given Venture may, at any time
                  by  notice  to the  Client,  require  that  the  Client  shall
                  forthwith give the notices  prescribed in Clause 12(2) in such
                  form and manner as Venture may direct.

         (4)      Where  there is  reference  to "Agent" in  paragraph  8 of the
                  Schedule:

                  (i)      Venture  hereby  appoints  the Client as the agent of
                           Venture,  until  notice to the  contrary  and without
                           prejudice  to  Venture's  rights  pursuant  to Clause
                           12(1), for the purpose of administering  the accounts
                           of Debtors and procuring the  collection of Debts for
                           the benefit of  Venture.  The Client  hereby  accepts
                           such appointment and undertakes:

                           (a)      to act promptly and  efficiently in carrying
                                    out such tasks; and

                           (b)      not to  hold  itself  out as  the  agent  of
                                    Venture, except while the provisions of this
                                    clause   12(4)   apply,   and   while   such
                                    provisions  apply not to hold  itself out as
                                    the agent of Venture for any other  purpose;
                                    and

                           (c)      to obtain  the  prior  written  approval  of
                                    Venture to the debt collection procedures to
                                    be adopted and shall at all times  adhere to
                                    these and obtain approval to any variations;
                                    and

                           (d)      to  furnish  Venture,  by such  date in each
                                    month as Venture may direct,  with copies of
                                    such  records,  statements  and  accounts of
                                    Debtors  and  such  reconciliation's  to the
                                    Debts  Purchased   Account  as  Venture  may
                                    require.

                  (ii)     Venture  may,  at any time by notice  to the  Client,
                           withdraw such appointment.  Upon or at any time after

<PAGE>

                           such  withdrawal  Venture  shall be entitled to debit
                           the Current Account with the Collection  Transfer Fee
                           calculated in the manner specified in paragraph 17(i)
                           of the Schedule.

         (5)      The Client shall at its own cost forthwith  deliver to Venture
                  or, if so  required by  Venture,  directly  to a bank  account
                  designated by Venture the actual cash,  cheque,  instrument or
                  payment  received  by  the  Client  in or on  account  of  the
                  discharge of each Debt.  Until so delivered,  the Client shall
                  meanwhile  hold such cash,  cheque,  instrument  or payment in
                  trust for Venture.  The Client shall not deal with,  negotiate
                  or pay the same into any bank  account  unless so  directed by
                  Venture.  If it be necessary for any instrument to be endorsed
                  to enable  Venture to receive  payment  then the Client  shall
                  endorse  the same  prior to its  delivery  to  Venture.  If so
                  required,  the Client  shall give an  indemnity  to  Venture's
                  bankers in respect of "account  payee" cheques made payable to
                  the Client and so endorsed.

         (6)      Any  Transferred  Goods  shall be  notified  by the  Client to
                  Venture and shall be set aside and marked with  Venture's name
                  as owner.  Venture shall have the right without  notice to the
                  Client to take  possession of and sell any  Transferred  Goods
                  upon such  terms  and at such  prices  as  Venture  may in its
                  absolute discretion decide.

13       CREDIT LIMITS AND ALLOCATION OF PAYMENTS
         ----------------------------------------

         (1)      Credit  Limits  will be  established  by  Venture  only  where
                  Paragraph 5 of the Schedule  specifies that the general nature
                  of this Agreement is to be `With Bad Debt Protection'.

         (2)      Any Credit Limit may, in  Venture's  absolute  discretion,  be
                  increased,  reduced or cancelled  by Venture at any time.  Any
                  increase must be by written or electronic notice to the Client
                  or by making the same available by electronic interrogation of
                  Venture's  computer.  Any such  change  shall  take  immediate
                  effect,  except that no reduction or cancellation shall affect
                  any Debt which:

                  (i)      shall have  arisen  from Goods  Delivered  before the
                           service of notice on the Client of such  reduction or
                           cancellation; and

                  (ii)     at the time of such service  shall be (when  totalled
                           with all other Debts owing by the Debtor)  within the
                           Credit Limit.

         (3)      Where  two or more  Debts are  owing by the same  Debtor  they
                  shall be  treated as  falling  within the Credit  Limit in the
                  order in which they are Notified.

         (4)      When a Credit  Approved  Debt shall be  discharged by a Debtor
                  then the next Debt in the order  referred  to in clause  13(3)
                  shall  become a Credit  Approved  Debt to the  extent  that it
                  falls within a Credit Limit.

         (5)      When  Credit  Approved  Debts and other Debts are owing by the
                  same  Debtor  Venture  shall  have the right to  allocate  any
                  payment by the Debtor or any  credit or  allowance  granted by
                  the  Client  to the  Debtor or any sum by way of  dividend  or
                  benefit  in  satisfaction  of  any  Credit  Approved  Debt  in
                  priority to any other Debt, despite any contrary allocation by
                  the Debtor or the Client.

         (6)      The Client shall not disclose to the Debtor or any third party
                  the amount of or absence  of any Credit  Limit or the  reasons
                  for such Credit Limit.

14       CREDIT BALANCES
         ---------------

         The Client hereby irrevocably authorises Venture to make payment to any
         Debtor on account of or in settlement of any credit  balance  appearing

<PAGE>

         on its account in the records of Venture,  whether such credit  balance
         arises  from the issue of a credit  note by the  Client  or  otherwise.
         Until such  payment  shall be made by Venture any such  credit  balance
         shall be a prospective liability of the Client to Venture.


15       RECOVERY OF VALUE ADDED TAX
         ---------------------------

         (1)      For the  purpose of enabling  the client to recover  from H.M.
                  Customs and Excise any value added tax  included in any Credit
                  Approved Debt unpaid for such period as would have enabled the
                  Client to make a claim for value added tax bad debt relief but
                  for its assignment to Venture,  the following provisions shall
                  apply.

         (2)      Venture   may   reassign   the  Debt  to  the   Client  for  a
                  consideration  equal to the amount of value added tax included
                  in the Debt and any dividend or benefit recovered.  The Client
                  also irrevocably  authorises Venture in the name of the Client
                  to  submit  a  proof  of debt in the  estate  of the  relevant
                  Debtor.

         (3)      The Client shall  immediately  upon receipt pay to Venture (or
                  in Venture's absolute discretion Venture may debit the Current
                  Account  with) and  meanwhile  hold in trust for  Venture  the
                  amount of any dividend or other benefit received or receivable
                  in reduction of such Debt.

         (4)      On the Transfer  Date Venture may set off against the Purchase
                  Price of an Outstanding Credit Approved Debt the amount of any
                  value added tax included in the Debt.

         (5)      Any  payment  by  Venture to the Client in respect of a Credit
                  Approved Debt shall not discharge the  consideration  due from
                  the Debtor to the Client for the taxable supply.

16       CLIENT'S ACCOUNTS AND RECORDS
         -----------------------------

         (1)      Whether  or not  the  Client  is a body  corporate,  it  shall
                  provide for Venture:

                  (i)      a signed copy of its and in addition such Associates'
                           audited  balance  sheet and  accounts  as Venture may
                           require for each year or accounting  reference period
                           (as defined in the  Companies Act 1985) ending during
                           the currency of this Agreement,  within six months of
                           the end of such  period  (and shall  promptly  advise
                           Venture  of any  change to its  accounting  reference
                           period); and

                  (ii)     such other  accounts or  statements  of its financial
                           position  or  affairs  as  Venture  may at  any  time
                           require.

         (2)      The Client,  if so required by Venture,  shall  procure at its
                  own expense  that the  Client's  auditors  report  directly to
                  Venture on any matters  relating to the  financial  affairs of
                  the Client.

         (3)      The Client  shall  promptly  provide  Venture (at the Client's
                  expense)  with such of the Financial  Records  included in the
                  Related  Rights or copies of them and of any other  records or
                  documents  of the Client as Venture may at any time require or
                  any other evidence of the performance of Contracts of Sale.

         (4)      Any  official or duly  authorised  representative  or agent of
                  Venture may at any time (at the Client's  expense)  enter upon
                  any  premises  at which the  Client  carries on  business  and
                  inspect  and/or take copies of the Financial  Records or other
                  records or documents of the Client.

         (5)      The Client shall permit or procure the  verification  of Debts
                  in such  manner  as  shall be  determined  by  Venture  in its
                  absolute discretion.

<PAGE>

17       POWER OF ATTORNEY
         -----------------

         (1)      The  Client  hereby  irrevocably   appoints  Venture  and  the
                  Directors  and the Company  Secretary  and every other officer
                  for  the  time  being  of  Venture  jointly  and  each of them
                  severally  to be the  Client's  attorney  in the  name  of the
                  Client to execute such deeds or documents  and to complete and
                  endorse  such  instruments  and to  institute  or defend  such
                  proceedings  and to perform  such  other  acts as Venture  may
                  consider  requisite in order to perfect Venture's title to any
                  Debt or Related Rights and to secure performance of any of the
                  Client's  obligations  under this  Agreement or under any Sale
                  Contract or to obtain payment of Debts.

         (2)      Venture or its Directors  and the Company  Secretary and every
                  other  officer of Venture for the time being are  empowered to
                  appoint  and remove at will any  substitute  attorney or agent
                  for the Client in respect of any of the matters referred to in
                  clause  17(1).  (3) The Client  agrees to ratify  and  confirm
                  whatever  Venture or its  Directors  or Company  Secretary  or
                  Officers  substitutes and agents shall lawfully do pursuant to
                  the above power of attorney.

18       WARRANTIES AND UNDERTAKINGS OF THE CLIENT
         -----------------------------------------

         (1)      In  addition to and without  affecting  any other  undertaking
                  given  elsewhere in this Agreement the Client warrants and the
                  same  shall  be  deemed  repeated  on  the  delivery  of  each
                  Notification, namely:

                  (i)      that save as  disclosed  by the  Client to Venture in
                           writing no disposition,  charge, trust or encumbrance
                           (whether created by the Client or otherwise)  affects
                           or may  affect  any of the  Debts or  Related  Rights
                           vesting in Venture and that no supplier to the Client
                           has or may have any claim to any such Debt or Related
                           Rights, whether or not by equitable tracing right;

                  (ii)     that before entry into this  Agreement the Client has
                           disclosed  to Venture  every fact or matter  known to
                           the Client which the Client knew or should reasonably
                           have known might influence Venture in any decision:

                           (a)      whether or not to enter into this Agreement;
                                    or

                           (b)      to  accept  any  person  as a  guarantor  or
                                    indemnifier for the Client's  obligations to
                                    Venture; or

                           (c)      as to the terms of this Agreement; or

                           (d)      as to the making of any Prepayment; or

                           (e)      the  designation  of any  Debt  as a  Credit
                                    Approved Debt;

                  (iii)    that before entry into this Agreement, the Client has
                           obtained  all  and  any   necessary   authorisations,
                           consents and approvals  necessary for the continuance
                           of its business.

         (2)      The Client undertakes to Venture:

                  (i)      to  disclose  promptly  to  Venture  any such fact or
                           matter of which the Client  becomes  aware during the
                           currency  of  this  Agreement,   including   (without
                           affecting  the  generality of clause  18(1)(ii))  any
                           change or prospective  change in the  constitution or

<PAGE>

                           control  of  the  Client  or  of  any   guarantor  or
                           indemnifier of the Client's obligations to Venture or
                           any  prospective  security right to be created by the
                           Client affecting any of its assets;

                  (ii)     immediately  after notifying  Venture of any Debt, to
                           make an appropriate  entry in the Client's  Financial
                           Records  regarding  the sale of such  Debt and in all
                           cases in which the  Client  acts as agent of  Venture
                           pursuant to clause  12(4) to ensure that all accounts
                           and records  relating  to Debtors are clearly  marked
                           that the Debts so recorded  thereon have been sold to
                           Venture;

                  (iii)    to indemnify  Venture  against all costs and expenses
                           (including    administrative   costs,   legal   fees,
                           disbursements,  opponent's  and third party's  costs)
                           incurred by Venture in  enforcing  or  attempting  to
                           enforce  payment and  collection  of all Debts (other
                           than  Credit  Approved  Debts)  and  in  settling  or
                           compromising any dispute or claim (whether  justified
                           or not) by a Debtor;

                  (iv)     to pay to Venture all costs and expenses  incurred by
                           Venture  in  entering  into  this  Agreement  and  in
                           enforcing  its terms or in  obtaining  a  release  or
                           waiver  in  respect  of the  matters  referred  to in
                           clause 18(1)(i);

                  (v)      to indemnify  Venture  against all claims actions and
                           demands  made by any Debtor  against  Venture and all
                           costs interest and expenses arising  therefrom except
                           where the same arises  solely from the  misconduct of
                           Venture;

                  (vi)     to ensure that all  statements  contained  in and all
                           signatures  appearing  on every  order,  invoice  and
                           other   documents   (including  in   particular   all
                           Notifications)  supplied to Venture as evidence of or
                           relating to the Debt are true and genuine.

         (3)      The  inclusion  of any Debt in a  Notification  (other  than a
                  Notification pursuant to clause 6(3)) or in any report made to
                  Venture pursuant to clause  12(4)(i)(d)  shall be treated as a
                  warranty by the Client that:

                  (i)      the Sale  Contract  does not include any  prohibition
                           against the assignment of the Debt;

                  (ii)     the  Goods  have  been  Delivered  and the  Debt is a
                           legally  binding  obligation  of the  Debtor  for the
                           Notified  amount and has arisen from a Sale  Contract
                           made in the ordinary course of the Client's  business
                           specified in paragraph 1(e) of the Schedule which:

                           (a)      provides for the invoice to be expressed and
                                    payment to be made in a  currency  specified
                                    in paragraph  1(f)(i) of the Schedule and on
                                    terms of payment  (which  shall be stated on
                                    each and  every  invoice)  not more  liberal
                                    than those  specified in paragraph  1(f)(ii)
                                    of the Schedule;

                           (b)      is subject to the law of a country specified
                                    in paragraph 1(f)(iii) of the Schedule;

                           (c)      is not regulated by the Consumer  Credit Act
                                    1974; and

                           (d)      is otherwise as approved by Venture

                           and the  Client  will not vary or attempt to vary any
                           of the terms of any such Sale  Contract  without  the
                           prior written consent of Venture;

                  (iii)    the Client has no  obligations  to the Debtor,  other
                           than  under any Sale  Contract  and  there  exists no
                           agreement  between  the  Client  and the  Debtor  for
                           set-off or for abatement or whereby the amount of the

<PAGE>

                           Debt specified in the  Notification  may otherwise be
                           reduced,  except in accordance  with the terms of the
                           Sale Contract approved by Venture;

                  (iv)     the Client is not in breach of any of its obligations
                           under the relevant  Sale Contract and the Debtor will
                           accept the Goods and the invoice therefor without any
                           dispute or claim,  including  claims  for  release of
                           liability  (or of  inability to pay) because of force
                           majeure  or because  of the  requirements  of any law
                           wherever  applying or of rules orders or  regulations
                           having the force of law in any jurisdiction; and

                  (v)      the Debtor has an established place of business and
                           is not an Associate, subsidiary, co-subsidiary,
                           parent or associated company of the Client or under
                           the same director or shareholder control as the
                           Client.

19       COMMENCEMENT AND TERMINATION
         ----------------------------

         (1)      This Agreement  shall commence on the  Commencement  Date and,
                  unless terminated pursuant to clause 19(2), shall continue for
                  the minimum  period set out in paragraph 3 of the Schedule and
                  thereafter  until  the  expiry  of the  period  of  notice  of
                  termination (being not less than that specified in paragraph 4
                  of the  Schedule)  given  by  either  party  to the  other  in
                  writing.  Venture may serve notice of termination at any time.
                  The Client may serve notice of  termination  at any time on or
                  after the last day of such minimum period..  (2) If any of the
                  following  events  happen,  Venture  shall  have the  right by
                  notice to the Client to terminate this Agreement  forthwith or
                  at any time thereafter:

                  (i)      the Client's Insolvency or its calling any meeting of
                           its creditors; or any petitions or applications being
                           issued  before  a Court  with a view to the  Client's
                           Insolvency;

                  (ii)     a petition for an  administration  order  pursuant to
                           the  Insolvency  Act 1986 in  relation  to the Client
                           (being  a  body  corporate)  or a  resolution  of its
                           members for its winding up;

                  (iii)    the  dissolution  of any  partnership  comprising the
                           Client or any change in the constitution, composition
                           or legal personality of the Client, whether by death,
                           retirement, amalgamation, reconstruction, addition or
                           otherwise;

                  (iv)     the  Client's  income or  assets or any part  thereof
                           being seized  under any  execution  legal  process or
                           distress  for  rent  or the  making  or  threat  of a
                           garnishee  order on any person indebted to the Client
                           or  the   attachment  or  attempt  of  attachment  to
                           Outstanding  Debts or any  amount  owed by Venture to
                           the Client;

                  (v)      if any of the Client's  obligations  to third parties
                           for the repayment of borrowed money shall be declared
                           due prior to their stated maturity dates by reason of
                           default or shall not be paid when due;

                  (vi)     if at any  time  the  Client  (whether  or not a body
                           corporate)  is unable to pay its debts as  defined in
                           paragraph  123(1) of the Insolvency Act 1986, or if a
                           statutory  demand  under the  Insolvency  Act 1986 be
                           served on the Client,  or if at any time the value of
                           its  assets   disclosed  in  any  balance   sheet  or
                           financial  statement shall be less than the amount of
                           its   liabilities   (including   any   contingent  or
                           prospective liabilities), or if an encumbrancer shall
                           take  possession of any part of its income or assets,
                           or the  making  of any  garnishee  order  on  Venture
                           following a judgement against the Client;

                  (vii)    the  occurrence of any of the events similar to those
                           referred to in  paragraphs  (i) to (vi)  inclusive of
                           this clause,  in relation to any person who has given

<PAGE>

                           a guarantee  or  indemnity in respect of the Client's
                           obligations  under this Agreement or the death of any
                           such   person  or  the   termination   or   attempted
                           termination of any such guarantee or indemnity;

                  (viii)   any breach of any  covenant or  undertaking  given by
                           any person in  reliance  upon which  Venture  entered
                           into or continued this Agreement or the withdrawal or
                           attempted   withdrawal  of  any  waiver   release  or
                           priority given to Venture in relation to any security
                           right affecting any asset of the Client;

                  (ix)     the cessation or threatened cessation of the Client's
                           business;

                  (x)      other than with Venture's prior written consent,  any
                           change in the  business  of the Client  specified  in
                           paragraph  1(e) of the Schedule or change in ultimate
                           ownership of 25% or more of the issued  shares of the
                           Client  as at the date  hereof  or any  change in the
                           constitution  or control of any other person referred
                           to in clause 18(1)(ii)(b);

                  (xi)     any  breach  of  any  of  the  Client's  obligations,
                           warranties or undertakings to Venture whether arising
                           under this Agreement or any other  agreement  between
                           Venture  and the  Client  or under any  guarantee  or
                           charge  given by the Client to  Venture or  otherwise
                           howsoever arising;

                  (xii)    the failure by the Client to deliver any Notification
                           for a period in excess of six weeks or the failure to
                           deliver sufficient Notifications in any period of six
                           consecutive   weeks  to  provide  Factoring  Fees  to
                           Venture of at least  (pound)100  (Pounds Sterling One
                           Hundred) exclusive of Value Added Tax.

         (3)      Upon or at any time  following an event  referred to in clause
                  19(2), Venture shall have:

                  (i)      immediate  Recourse  in  respect  of all  Outstanding
                           Debts but so that the ownership of none of such Debts
                           shall vest in the Client until the  Repurchase  Price
                           of all such Debts has been received by Venture; and

                  (ii)     the right to do any or all of the following:

                           (a)      reduce the Prepayment Percentage to zero;

                           (b) demand immediate payment of all Funds in Use;

                           (c)      treat   all   Credit   Approved   Debts   as
                                    Disapproved Debts;

                           (d)      increase  the  Discount  Charge by 2% (which
                                    the   Client   and   Venture   agree  is  an
                                    acceptable  increase to  compensate  Venture
                                    for    its    increased    risk    in   such
                                    circumstances)

                           (e)      treat Debts which are afterwards Notified as
                                    Disapproved Debts.


         (4)      Venture shall have no obligations to pay any sum to the Client
                  whilst any petition or application  shall be pending  relating
                  to the Client's Insolvency.

         (5)      (i)      Following the  occurrence of an event  referred to in
                           clause 19(2),  Venture shall be entitled to debit the
                           Current  Account  with  the  amount  of all  and  any
                           losses,  damage, costs and/or expenses whether actual
                           or   contingent   suffered  or  incurred  by  Venture
                           (including all additional out of pocket  expenses (of
                           whatsoever nature and howsoever arising) and the cost
                           of all additional management time and effort expended
                           by  Venture  in  protecting  or  enforcing  Venture's
                           rights  and  interests   acquired  pursuant  to  this
                           Agreement) as a consequence of the occurrence of such


<PAGE>

                           event.  For the purposes of  calculating  the cost of
                           such  additional  management  time and effort Venture
                           shall  apportion  the salary  costs of its  personnel
                           involved  on a pro rata basis  according  to the time
                           spent by such  personnel  in  managing  the  Client's
                           account taking account only of such time as would not
                           have  been  spent by such  personnel  had such  event
                           referred to in clause 19(2) not occurred.

                  (ii)     In addition  to all other sums  payable by the Client
                           under this  Agreement  should an event occur which is
                           referred  to in  clause  19(2)  which  event  has the
                           consequence  of  Venture  not being able to earn from
                           the Client the fees and charges  provided for in this
                           Agreement  for any period  between the  happening  of
                           such event and the earliest  possible date upon which
                           this Agreement could be validly  terminated by notice
                           from the Client,  Venture  shall be entitled to debit
                           the Current  Account with the amount of such fees and
                           charges  which  Venture would have earned during such
                           period  had such  event not  occurred  (or where such
                           fees   and   charges   are   incapable   of   precise
                           calculation,  Venture's  reasonable  estimate of such
                           fees and charges  calculated  in a reasonable  manner
                           consistent  with the performance and forecasts of the
                           Client prior to the happening of such event).

         (6)      The Client agrees to be bound by a  certificate  (except as to
                  manifest  errors  or  errors  in law)  signed  by the  Company
                  Secretary or a Director of Venture as to:

                  (i)      the  amount  of  the  losses,  damage,  costs  and/or
                           expenses (actual or contingent) referred to in clause
                           19(5)(i)  and the fees  and  charges  referred  to in
                           clause 19 (5)(ii) and/or

                  (ii)     the  amount at any time owed by the Client to Venture
                           or vice versa and however arising.

         (7)      Unless  specifically  provided to the contrary  termination of
                  this Agreement shall neither affect the rights and obligations
                  of either party in relation to Debts which are in existence on
                  the date of termination  nor the continued  calculation of the
                  Discount Charge.  Such rights and obligations  shall remain in
                  full force and effect until duly extinguished.

20       EXCLUSION OF OTHER TERMS AND PRESERVATION OF VENTURE'S RIGHTS
         -------------------------------------------------------------

         (1)      This  Agreement  (including  the  appendices  hereto  and  the
                  Schedule  and any special  conditions  set out therein and any
                  procedural steps stipulated  pursuant to clause 20(4)) and any
                  other document executed as a deed by both parties contains all
                  the  terms  agreed  between  Venture  and the  Client,  to the
                  exclusion  of  any  agreement,   statement  or  representation
                  however made by or on behalf of Venture prior to the making of
                  this Agreement. In the event of any conflict between the terms
                  of this Agreement and the procedural steps then this Agreement
                  shall  prevail.  Except  to the  extent  provided  for in this
                  Agreement,  no  variation  of this  Agreement  shall  be valid
                  unless it is in writing and signed on behalf of the Client and
                  signed on behalf  of  Venture  by a  Director  or the  Company
                  Secretary  or by any person  from time to time  authorised  to
                  sign on behalf of Venture.

         (2)      Venture's rights under this Agreement shall not be affected in
                  any way by the  granting of time or  indulgence  by Venture to
                  the Client or to any other  person nor by any failure or delay
                  in the exercise of any right or option under this Agreement or
                  otherwise.

         (3)      Venture  shall  be  entitled  to rely  upon  any  act  done or
                  document   signed   or  any   telex  or   facsimile   or  oral
                  communication sent by any person purporting to act, sign, send
                  or make on  behalf  of the  Client  despite  any  defect in or
                  absence of authority vested in such person.

         (4)      The Client shall carry out the procedural  steps stipulated by
                  Venture for the efficient working of this Agreement.

<PAGE>

         (5)      The Client's obligations to Venture shall continue without any
                  right of set-off or counterclaim by the Client against Venture
                  until all moneys due to Venture hereunder have been paid.

         (6)      Venture may supply a copy of this  Agreement or any  variation
                  of it to any party having security over the Client's assets.

21       COUNTER INDEMNITY
         -----------------

         (1)      Venture  will  from  time  to time  grant  an  indemnity  (the
                  "Indemnity")  to its bankers in respect of facilities  granted
                  or to be granted to its Clients (including the Client).

                  (i)      In   consideration   of  Venture  entering  into  the
                           Agreement the Client undertakes:-

                           (a)      to pay Venture upon demand any sum which may
                                    actually  or   contingently  be  payable  by
                                    Venture to its bankers under the  Indemnity;
                                    and

                           (b)      to   indemnify   Venture  and  keep  Venture
                                    indemnified   and  hold   Venture   harmless
                                    against  all losses  which may be  incurred,
                                    suffered,   claimed   and/or  made   against
                                    Venture under the Indemnity.

         (2)      The  Client  irrevocably  authorises  Venture  to debit to any
                  account in the Client's name in Venture's records the whole or
                  any part of:-

                  (i)      any sum demanded by Venture  pursuant to clause 1 (i)
                           (a) above;

                  (ii)     any  losses  and any sums that may  prospectively  or
                           contingently become due under this Indemnity

         (3)      Venture  may also set off all and any Losses or sums  demanded
                  or due from the Client  against any amount that Venture may at
                  any time owe to the Client.  Where the amount of any Losses or
                  other  amount  due  from  the  Client  cannot  be  immediately
                  ascertained  then  Venture may make a  reasonable  estimate of
                  them for the purpose of making such debit or set off.

         (4)      The  Client  agrees  that any  request  or  demand,  made upon
                  Venture  appearing or purporting to be made by or on behalf of
                  its bankers,  for payment of any sum under the Indemnity shall
                  be sufficient  authority for Venture to make any such payment.
                  Venture need not enquire whether any such amount shall in fact
                  be due or  whether  the demand or  request  has been  properly
                  made.

         (5)      Venture may at all times set off and retain against monies due
                  to the Client under the Agreement such sums as may actually or
                  contingently be due by Venture to its bankers.

22       PROVISION OF ELECTRONIC DATA INTERCHANGE SERVICES
         -------------------------------------------------

         (1)      Venture  will  provide  access  via  their  web  site to their
                  Electronic Data Interchange Facility and on line help screens.

         (2)      The Client undertakes to Venture:

                  (i)      to ensure that all  Messages it sends are correct and
                           complete;

<PAGE>

                  (ii)     to  comply  at all times  with the  requirements  and
                           directions appearing in Venture'sweb site;

                  (iii)    to use the Services only for the Client's own needs ;

                  (iv)     ensure   that  all   persons   within  the   Client's
                           organisation   keep   the   security   access   codes
                           confidential and to change access codes when a person
                           with such knowledge leaves their organisation;

                  (v)      to pay to Venture all charges  which Venture may from
                           time to time notify to the Client as being payable in
                           respect of the  provision  by Venture at the Client's
                           request  of  any  on-site  technical   assistance  in
                           respect of the Services.

         (3)      Commencement

                  Venture  will advise the Client that the Service is  available
                  by issuing to the Client the initial security access code.

         (4)      Mutual Obligations

                  Each party undertakes:

                  (i)      to maintain  adequate  computer systems (hardware and
                           software)  for the use of the  Services  and computer
                           record security;

                  (ii)     to use its best  endeavours  to maintain its computer
                           systems virus free;

                  (iii)    to   take    reasonable    precautions   to   prevent
                           unauthorised access to the Services;

                  (iv)     to  keep  secret  and   confidential  the  method  of
                           operation of the Services, user identification codes,
                           passwords,  test  keys,  access  codes  and  security
                           procedures;

                  (v)      to notify the other promptly if it learns or suspects
                           that  there  has  occurred  any  failure  or delay in
                           receiving or transmitting  any Message,  any error or
                           fraud in  affecting  the sending or  receiving of any
                           Message  or  any  programming   error  or  defect  or
                           corruption of any Message, and to co-operate with the
                           other party in trying to remedy the same;

                  (vi)     to take all such appropriate  steps and establish and
                           maintain all  appropriate  procedures so as to ensure
                           that as far as  reasonably  practicable  Messages are
                           properly  stored,  are not accessible to unauthorised
                           persons, are not altered, lost or destroyed,  and are
                           capable   of  being   retrieved   only  by   properly
                           authorised persons;

                  (vii)    to ensure  that any Message  containing  confidential
                           information  as  designated  by  the  sender  of  the
                           Message is  maintained by the recipient in confidence
                           and is not  disclosed to any  unauthorised  person or
                           used by the recipient  other than for the purposes of
                           the  business   transaction   to  which  it  relates.
                           Messages   shall  not  be  regarded   as   containing
                           confidential  information  to the  extent  that  such
                           information is in the public domain, or the recipient
                           is already in receipt of it prior to  transmission by
                           the sender or receives the  information  from a third
                           party   entitled  to  disclose  it.  Any   authorised
                           disclosure  to  another  person  shall be on the same
                           terms as to confidentiality as required by the sender
                           or as contained in this clause;

                  (viii)   upon  becoming  aware of any  breach of  security  in
                           relation  to  any  Message  or  the  Electronic  Data

<PAGE>

                           Interchange   Facility,   or  in   relation   to  the
                           procedures   implemented   under  this   clause,   to
                           immediately  inform the other party to this Agreement
                           of  such   breach   and  shall  use  all   reasonable
                           endeavours  to rectify  the cause of such a breach as
                           soon as possible;

                  (ix)     to notify the other party  immediately if it knows of
                           or suspects any misuse or likely misuse of, or breach
                           or  likely  breach  of  secrecy  in  respect  of  the
                           Services,  any Message  (or any part  thereof) or any
                           passwords, access codes or other similar information.

         (5)      Where   permitted  by  law,  the  parties  may  apply  special
                  protection to Messages by  encryption  thereof or by any other
                  agreed means.

         (6)      Logging & Copyright

                  (i)      Venture's Master Log of Messages and data received or
                           transmitted  by  Venture  shall  in  the  absence  of
                           manifest error,  be conclusive  proof and evidence of
                           the   Messages   sent  or   received  by  Venture  in
                           connection  with or  referable to the Services and of
                           the  constituents  of such  Messages and the times at
                           which they were sent or received.

                  (ii)     The  copyright  and all other rights in Venture's web
                           site and in any software  used or provided by Venture
                           or Venture's  licensors in connection  with Venture's
                           web site or the  Services  shall at all times  remain
                           vested in  Venture,  or if the terms of any  contract
                           that  Venture  has  with  any   licensor,   otherwise
                           specified, in such licensor. The Client will not copy
                           any of  the  same  without  Venture's  prior  written
                           consent.

         (7)      Liability

                  (i)      Every  message  sent by the Client must  identify the
                           sender.  Venture  may accept and act upon any message
                           ostensibly  sent by the Client even though it may not
                           originate from the Client or the person purporting to
                           send the  message  shall lack  authority  and Venture
                           shall be under no  obligation  to  enquire  as to any
                           such matter;

                  (ii)     The Client  accepts that data  available  through the
                           Services  will be subject to change  during the hours
                           of  business  each day,  particularly  the details of
                           items  posted  to the  accounts  of the  Client  with
                           Venture  and Venture  shall not in any  circumstances
                           whatsoever  have any  liability  to the  Client for a
                           change in such data occurring  after the Client shall
                           have acted in reliance  thereon.  In  particular  the
                           Client should under no circumstances initiate payment
                           to any third party based upon a message purporting to
                           show  that  monies  may be drawn by the  Client  from
                           Venture. Venture shall confirm in accordance with its
                           normal procedures the transmission of payments to the
                           Client   which   payments   shall  only  be  made  in
                           accordance with the terms of the Agreement;

                  (iii)    Venture  shall not be liable for or in respect of any
                           loss or damage or any failure to comply, or any delay
                           in complying  with its  obligations  hereunder or any
                           other  obligation in respect of the Services which is
                           caused directly or indirectly by;

                           (a)      any  downtime,  unavailability,  failure  or
                                    malfunction   of   any   computer   hardware
                                    equipment or software,  or of any  telephone
                                    line or other communication system, service,
                                    link or  equipment,  whether the property of
                                    Venture  or  the  Client  or  any   Internet
                                    service provider or any other party;

                           (b)      suspension,  alteration or withdrawal of the
                                    Services;

<PAGE>

                           (c)      any    error,    discrepancy,    corruption,
                                    incorrect  formatting of or ambiguity in any
                                    Message received by Venture;

                           (d)      industrial   dispute,   abnormal   operating
                                    conditions, act or omission of the Client or
                                    any third party;

                           (e)      force majeure;

                  (iv)     Venture  shall not be liable  to the  Client  for any
                           consequential,  special secondary or indirect loss or
                           damage or any loss of or damage to goodwill,  profits
                           or  anticipated  savings  suffered  by the  Client by
                           reason of any of the  matters  referred  to in clause
                           22.4 (1) to (ix) inclusive (however caused);

                  (v)      The Client  hereby  agrees to  indemnify  Venture and
                           keep  Venture  indemnified  against all  liabilities,
                           damages and expenses  arising out of the transmission
                           or the  receipt by Venture of  incorrect,  corrupted,
                           ambiguous or inaccurate Messages (however caused);

                  (vi)     All terms and conditions  implied into this Agreement
                           by law are expressly  excluded to the fullest  extent
                           permissible by law;

                  (vii)    Nothing in this clause  22.6 shall  operate to excuse
                           Venture from  liability  for loss or damage caused to
                           or  suffered  by the  Client  which loss or damage is
                           directly  attributable  to the negligence or fraud of
                           any of Venture's officers.

         (8)      Messages

                  (i)      Each  party  agrees to accord the  messages  the same
                           status  as  would be  accorded  to a  document  or to
                           information  sent  other  than by  electronic  means,
                           unless  such  Messages  can be  shown  to  have  been
                           corrupted during or upon transmission to Venture;

                  (ii)     Where  there  is  evidence  that a  Message  has been
                           corrupted or if any Message is  identified or capable
                           of  being   identified   as  incorrect  it  shall  be
                           re-transmitted  by the sender as soon as  practicable
                           with  a  clear  indication  that  it  is a  corrected
                           Message.  Any  liability  of the sender  which  would
                           otherwise  accrue from the sender's failure to comply
                           with the provisions of this clause 22.8(ii) shall not
                           accrue if clause 22.8(iii) applies;

                  (iii)    Notwithstanding  clauses 22.8(i) and 22.8(ii) Venture
                           will  not  be  liable  for  the  consequences  of  an
                           incomplete  or  incorrect  Message if the error is or
                           should in all the circumstances be reasonably obvious
                           to  the  Client.   In  such  event  the  Client  must
                           immediately notify Venture thereof;

                  (iv)     If the recipient has reason to believe that a Message
                           is not intended  for him he should  notify the sender
                           and should  delete  from his  system the  information
                           contained  in such  Message but not the record of its
                           receipt.

         (9)       Suspension and Withdrawal

                  (i)      Venture shall have the right without liability to the
                           Client and without notice,  at any time and from time
                           to time,  to suspend the  operation  of the  Services
                           whereupon  no  further  Messages  shall  be  sent  or
                           enquiries  made by either  party  until  Venture  has
                           agreed to re-activate the Services;

<PAGE>

                  (ii)     This service can be  suspended  or withdrawn  for any
                           reason,  clauses  22.(1),  22.(2)  and  22.(9)  shall
                           survive withdrawal of this Service;

                  (iii)    Withdrawal  of this  service  shall  not  affect  any
                           action  required to complete or  implement  Messages,
                           which are received by either of the parties  prior to
                           such withdrawal.

         (10)     General

                  Venture  shall  provide to the Client a  telephone  number and
                  e-mail address for access to Venture's "help desk" support for
                  the   Services.   Venture  is  not  bound  to   maintain   the
                  availability  of the "help desk" and when  available the "help
                  desk" will be staffed by Venture only during  Venture's normal
                  business hours.  The "help desk" will only provide  assistance
                  with  regard to the  Services  and not in respect of any other
                  software APPLICATIONS.


23       CONSTITUTION AND PLURALITY OF CLIENT
         ------------------------------------

         (1)      If the Client comprises a partnership:

                  (i)      references to the Client in clauses 12(5),  19(2) and
                           19(4)  shall be treated as  references  to any one or
                           more of the partners;

                  (ii)     all  undertakings  and  warranties  given to  Venture
                           shall be treated as having been given by every one of
                           the partners;

                  (iii)    the  liability  of the  partners to Venture  shall be
                           joint  and   several   and  Venture  may  release  or
                           compromise  with  any one or  more  of the  partners,
                           without affecting its rights against the others;

                  (iv)     Venture  may in its  absolute  discretion  treat  any
                           notice  to or  demand  on  any  one  or  more  of the
                           partners  as  notice to or demand on them all and any
                           notice to Venture by any one or more of the  partners
                           as notice by them all;

                  (v)      all the  persons  who have  executed  this  Agreement
                           warrant  that  all  the  present   partners  of  such
                           partnership are named herein and without prejudice to
                           Venture's rights will advise Venture of any changes.

         (2)      If the Client is an  individual  or a  partnership  (and not a
                  body corporate):

                  (i)      except as provided in clause 19(2) this Agreement and
                           all the terms  hereof  shall remain in full force and
                           effect notwithstanding any change in the constitution
                           of the Client whether by death retirement addition or
                           otherwise;

                  (ii)     the Client shall fully co-operate with Venture,  when
                           requested,  to enable this Agreement to be registered
                           at the Bills of Sale Registry;

                  (iii)    the Client consents to Venture storing and processing
                           information  about the Client on Venture's and/or the
                           ABN AMRO  Holdings  NV's  computers  and in any other
                           way.  The  Client is aware  that this will be used by
                           Venture and other  companies in the ABN AMRO Holdings
                           NV to decide  whether to continue with this Agreement
                           or to vary its terms, for training  purposes,  credit
                           or   financial   assessments,   market  and   product
                           analysis,  making  payments,  recovering  monies  and

<PAGE>

                           preparing  statistics.  Information  about the Client
                           may also be used so that Venture can develop, improve
                           and  market  its  services  to the  Client  and other
                           clients and to protect Venture's interests (including
                           establishing  credit  limits for the benefit of other
                           clients or obtaining  settlement  of any liability of
                           the  Client to  Venture).  Venture  may also use such
                           information to prevent fraud and money laundering.

                  (iv)     Venture  will  tell the  Client  if  Venture  makes a
                           significant decision about the Client solely using an
                           automatic  decision  making  process.  The Client can
                           them request a review by Venture.

                  (v)      Venture  may from time to time make  searches  of the
                           Client's   record  at  one  or  more  trade,   credit
                           reference or fraud prevention agencies.  The Client's
                           record with such agencies  includes searches made and
                           information given by other businesses. The details of
                           Venture's search(es) will be kept by such agencies.

                  (vi)     Venture may give  information  about the Client,  its
                           finances,  this  Agreement  and  any  Debts  sold  to
                           Venture to:-

                           (a)      Venture's or the Client's insurers - so they
                                    can quote  for and issue any  policy or deal
                                    with any claims
                           (b)      the  Department  of Trade  and  Industry  in
                                    connection  with an  application  under  the
                                    Small Firms Loan Guarantee Scheme
                           (c)      any   guarantor  or   indemnifier   of  this
                                    Agreement   -  so  they  can  assess   their
                                    obligations  to Venture  or so  Venture  can
                                    enforce such obligations
                           (d)      any business  acting on Venture's  behalf or
                                    the Client's behalf  including  accountants,
                                    bankers  or  solicitors  - so they can carry
                                    out their services to Venture or the Client
                           (e)      any business  providing a similar service to
                                    Venture  to  whom  the  Client  may  wish to
                                    transfer - to facilitate such a transfer
                           (f)      any  business  to whom  Venture  may wish to
                                    transfer  the  Debts  - to  facilitate  such
                                    transfer
                           (g)      anyone else to whom  Venture  transfers  its
                                    rights or duties  under this  Agreement - so
                                    they  can  comply   with  or  enforce   this
                                    Agreement
                           (h)      any  introducer  - so Venture  can advise of
                                    income earned and commission due

                           Venture  may also  give  out  information  about  the
                           Client if  Venture  has a duty to do so or if the law
                           allows Venture to do so.

                  (vii)    Unless the Client  objects  or has  objected  Venture
                           (and other  members of the ABN AMRO  Holdings NV) may
                           also contact the Client (by letter, telephone, fax or
                           e-mail):

                           (a)      about   services  and  products  which  they
                                    consider  may be of  interest to the Client;
                                    or

                           (b)      to carry out  market  research  about  their
                                    services  and  products  (or  those of third
                                    parties)

                  (viii)   Unless the Client  objects or has objected the Client
                           consents  to  Venture   giving  the  Client's   name,
                           address,  business details and a short description of
                           the facility contained in this Agreement to:

                           (a)      carefully      selected/reputable/associated
                                    businesses/Group    Companies;
                           (b)      joint venture partners
                           (c)      brokers  and   introducers  of  business  to
                                    Venture Finance Plc
                           (d)      the Department of Trade and Industry
                           (e)      insurers

<PAGE>

                  (ix)     the  Client   consents  to  Venture   disclosing   or
                           transferring  information  held  about the  Client to
                           countries  outside the European  Economic  Area.  The
                           Client acknowledges its awareness that such countries
                           may not have a level of data protection equivalent to
                           that of the United  Kingdom.  These  disclosures  and
                           transfers will be made for the purposes of:-

                           (a)      debt collecting
                           (b)      processing
                           (c)      head  office   reporting
                           (d)      statistical analysis

                  (x)      For training  and/or  security  purposes the Client's
                           phone  calls  to  Venture  may  be  monitored  and/or
                           recorded

                  (xi)     In respect of  information  about its sole trader and
                           partnership Debtors any such information disclosed to
                           Venture  will be accurate  and fully  comply with the
                           Data Protection Act 1998.

24       ASSIGNMENT OR DELEGATION BY CLIENT
         ----------------------------------

         The Client shall not be entitled to assign or charge or declare a trust
         over any of its rights or delegate  any of its  obligations  under this
         Agreement without the prior written consent of Venture.

25       NOTICES
         -------

         (1)      Any notice or demand to be served or made by Venture under the
                  terms of this Agreement shall be validly served or made:

                  (i)      if  handed  to the  Client  or to any  officer  of or
                           partner in the Client as appropriate; or

                  (ii)     if delivered,  or sent by facsimile  transmission  or
                           post,  to the address  stated in the  Schedule or the
                           address of the Client last known to Venture or to any
                           address at which the Client carries on business; or

                  (iii)    if sent by  electronic  mail to the  Client's  e-mail
                           address advised to Venture.

                  Notice or demands  served  personally  by  Venture  shall take
                  effect upon such service and those made by facsimile  shall be
                  treated as being received upon transmission.  Notices sent and
                  demands  made by Venture by post or  electronic  mail shall be
                  conclusively  deemed to have been received no later than 10.00
                  a.m.  on  the  next  Working  Day  following  the  posting  or
                  despatch.

         (2)      Any  notice to be served on  Venture  must be in  writing  and
                  delivered by Recorded  Delivery post to the registered  office
                  of Venture or such other  office,  as Venture  shall notify to
                  the Client for the purpose of this sub-clause. They shall take
                  effect at the time of delivery so recorded.

26       APPLICABLE LAW
         --------------

         The proper law of this Agreement both as to form and substance shall be
         the law of England and the Client hereby submits to the jurisdiction of
         the  English  Courts but without  prejudice  to the right of Venture to
         bring  proceedings  in the Courts of any  territory in which the Client
         carries on business or may have assets.

<PAGE>

IN WITNESS whereof such of the parties have executed this Deed in the manner
described below.

EXECUTED AND DELIVERED AS A DEED by


-----------------------------------          -----------------------------------
as Attorney for VENTURE FINANCE PLC
in the presence of:

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

Address of Witness
                  --------------------------------------------------------------

on the       day of              , 20  .
      ------       --------------    --





Signed as a Deed by InYX Pharma Limited              )
on the                                               )
       day of              , 20  .                   )
------       --------------    --
Acting by:

  /S/ Colin Hunter    - Director                     )
----------------------                               )    ----------------------
                                                     )
  /S/ Steven Handley  -Director/Secretary            )
----------------------                               )    ----------------------


<PAGE>

                            APPENDIX A - DEFINITIONS

"ABN AMRO Holdings NV"
Any company in which ABN AMRO  Holdings NV of the  Netherlands  has a beneficial
shareholding either directly or indirectly or through any intermediary.

"Associate"
An associate as defined in paragraph 184 of the Consumer  Credit Act 1974 of the
Client or a director or shareholder or employee of the Client.

"Availability"
The lesser of:
(i)      an amount  calculated  by applying  the  Prepayment  Percentage  to the
         credit balance on the Debts Purchased Account after deducting therefrom
         the total value of Disapproved Debts, or
(ii)     the Review  Limit,  if any,  shown in  paragraph 10 of the Schedule and
         then, as applicable, either:
(iii)    adding thereto the credit balance on the Current Account, or
(iv)     deducting therefrom the Funds in Use.

"Base Rate"
The Base Rate set by Venture Bankers subject to a minimum rate of 4%

"Client Bad Debt Risk"
For a Debtor the amount, if any, specified in paragraph 14 of the Schedule which
will be subject to Venture's rights of Recourse and  Reassignment  regardless of
the  amount of any  Credit  Limit  established  in respect of the Debtor and the
designation of Debts as Credited Approved Debts".

"Collection Transfer Fee"
The fee referred to in clause 12(4)(ii).

"Commencement Date"
The date of the commencement of this Agreement which is specified in paragraph 2
of the Schedule.

"Conversion Rate"
The spot  buying  rate  notified by  Venture's  Bankers for the  Currency of the
Debts.

"Credit Approved Debt"

If the Schedule states that the general nature of this facility is to be "With
Bad Debt Protection" then any Notified Debt which is (when aggregated with all
other Outstanding Debts owing by the same Debtor):
(i)      for the time being within a Credit Limit;
(ii)     not one in respect  of which the Client is in breach of any  obligation
         under this Agreement;
(iii)    not in existence on the Commencement Date;
(iv)     not one in respect of which  Venture  has  Recourse.  shall be a Credit
         Approved Debt.

"Credit Limit"
A limit  established  by Venture in its  absolute  discretion  in  relation to a
Debtor.

"Current Account"
Any account maintained by Venture in the name of the Client for the recording of
transactions between Venture and the Client.

"Data Log"
The complete record of  transmissions  exchanged  between Venture and the Client
representing Messages.

<PAGE>

"Debt"
Any book or other  debt or  monetary  claim  of any  nature  due or owing to the
Client  (including  any financial  obligation of a Debtor under a Sale Contract)
together  with any  applicable  tax or duty payable by the Debtor to the Client)
and where the context so admits a part of a Debt.

"Debtor"
Any person, including any body of persons corporate or unincorporate,  incurring
any obligation to the Client (whether undera present, future or prospective Sale
Contract or  otherwise)  and where the context so permits the person  having the
duty to administer the Debtor's estate upon death or Insolvency.

"Debtor Concentration"
The maximum amount of the Outstanding Debts of a single Debtor equivalent to the
percentage specified in paragraph 11 of the Schedule of all Outstanding Debts.

"Debts Purchased Account"
Any account  maintained  in the records of Venture in the name of the Client for
the purpose of recording the Purchase Price of Debts  (together with any Related
Rights pertaining thereto).

"Delivered"
In the case of Goods,  means they have been despatched to or to the order of the
Debtor and, in the case of services, means they have been completed.

"Disapproved Debt"
A Debt which is disapproved in accordance with clause 11(1).

"Discount Charge"
The charge for Prepayments (if any) made by Venture.

"Electronic Data Interchange Facility"
An Internet web site and/or any other form of  electronic  communication  and/or
software  maintained  and made  available for the purpose of enabling data to be
transmitted between Venture and the Client.

"Export Charges"
A charge in addition to the Factoring Fee for each invoice.  Additionally  where
the general nature of this facility is "With Bad Debt Protection",  a charge for
each credit application. A list of charges is available on request.

 "Export Debt"
A Debt evidenced by an invoice addressed to a Debtor outside the United Kingdom.

"Factoring Fee" The fee referred to in clause 9(1).

"Financial Records"
The ledgers, computer data, records, documents, disks, machine readable material
on or by which  the  financial  or  other  information  pertaining  to a Debt is
recorded or evidenced  and any  equipment  necessary for reading or amending the
same.

"Foreign Currency Debt"
Any Debt which is represented by an invoice expressed otherwise than in Sterling
or is payable  otherwise  than in Sterling in the United  Kingdom in  accordance
with the Sale Contract giving rise to it.

<PAGE>

"Force Majeure"
In relation to any party,  any  circumstances  beyond the reasonable  control of
that party (including without limitation,  any strike, lock-out or other form of
industrial action).

"Funding Limit"
In relation to a Debtor:-  the amount  specified in paragraph 12 of the Schedule
or such other amount as Venture may from time to time in its absolute discretion
determine.

"Funds in Use"
The debit balance,  if any, on the Current Account arrived at by aggregating all
Prepayments  made by Venture to the Client  which have been debited to a Current
Account (together with all sums treated as Prepayments by virtue of clause 9(5))
and  deducting  therefrom  the  aggregate  of Debts  transferred  to the Current
Account in accordance with clause 7(2).

"Goods"
Any goods, services or work done with materials supplied or hiring which are the
subject of a Sale Contract.

"Insolvency"

(i)      in the case of an individual:- bankruptcy or sequestration;
(ii)     in the case of a partnership:- winding up by the court or bankruptcy or
         sequestration;
(iii)    in the case of a body corporate:-  winding up by the court or voluntary
         winding  up by  reason  of  its  inability  to  pay  its  debts  or the
         appointment of an administrator  pursuant to the Insolvency Act 1986 or
         of a receiver of any part or all of its income or assets; and
(iv)     in any case:- any informal or voluntary  arrangement (whether or not in
         accordance with the Insolvency Act 1986) with or for the benefit of the
         general body of creditors of the individual the partnership or the body
         corporate.

"Message"
Data and any e-mail or Internet message transmitted  electronically  between the
parties via the Electronic Data Interchange Facility.


"Notification"
An offer  pursuant to Clause 4(1) or a  notification  of a Debt by the Client to
Venture pursuant to clause 6(2) and a credit note pursuant to clause  10(1)(iii)
and "Notified" and "Notify" shall be construed accordingly.

"Offer"
An  unconditional  offer by the Client to sell a Debt and its Related  Rights to
Venture with full title guarantee to be made in such form and with such evidence
of the  performance  of the Sale  Contract as Venture may specify and where more
than one Debt is at the same time  subject to an Offer it shall be treated as an
independent offer to sell to Venture each Debt so offered, which may be accepted
or rejected by Venture entirely at Venture's absolute discretion.

"Onset of Insolvency"

(i)      in the case of sequestration or bankruptcy or winding up by the Court:-
         the date of the  sequestration  award or the  bankruptcy  or winding up
         order respectively;
(ii)     in the  case of  voluntary  winding  up:-  the  date  of the  effective
         resolution for winding up by members of the body corporate;
(iii)    in the  case of the  appointment  of a  receiver  or  administrator  or
         judicial factor:- the date of his appointment;
(iv)     in the case of any  arrangement:-  the date when it is made;
(v)      in the case of a trust deed for creditors:- the date of its execution.

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"Outstanding Debt"
Any Debt which has been included in a  Notification  and which remains vested in
Venture and unpaid; and "Outstanding" shall be construed accordingly.

"Prepayment"
A payment made by Venture to the Client on account of any Purchase Price (before
the Transfer Date thereof).

"Prepayment Percentage"
The  percentage  of the  Purchase  Price  of each  Debt  which is  specified  in
paragraph 9 of the  Schedule  or such other  higher or lower  percentage  of the
Purchase  Price that  Venture may from time to time in its  absolute  discretion
determine.

"Purchase Price"
The amount  payable  by  Venture  to the  Client for each Debt (and any  Related
Rights) vested in Venture and calculated in accordance with clause 6(1).

"Reassignment"
The transfer of ownership of a Debt from Venture to the Client.

"Recourse"
The right of Venture to require the Client to repurchase a Debt  (together  with
its Related Rights) at its Repurchase Price or such lesser amount as Venture may
require.

"Recourse Debt"
A Debt in respect of which  Venture  shall have  Recourse  as provided in clause
11(2).

"Related Rights"

(i)      all the Client's  rights as an unpaid  Client,  under the Sale Contract
         giving rise to a Debt, other than rights relating to ownership of Goods
         but without any obligation on Venture to complete the Sale Contract;
(ii)     the benefit of all guarantees,  indemnities,  insurance's,  instruments
         and securities given to or held by the Client in relation to such Debt;
(iii)    all  cheques,  bills  of  exchange  and  other  instruments  held by or
         available to the Client in relation to such Debt;
(iv)     the Financial Records;
(v)      the Transferred Goods;
(vi)     the right to call for the  transfer  to  Venture  of any Goods  (except
         Transferred  Goods) subject to a Sale Contract,  except where ownership
         thereof has already vested in the Debtor.

"Repurchase Price"
In respect of a Recourse Debt the Notified amount of the Debt or the unrecovered
proportion of it.

"Review Limit"
The maximum  Funds in Use as  specified  in  paragraph  10 of the Schedule or as
otherwise agreed by Venture.

"Revised Factoring Fee"
The fee referred to in the final sentence of clause 9(2).

"Right of Immediate Termination"
The right of Venture to  terminate  this  Agreement  forthwith  by notice in the
circumstances  described  in clause  19(2),  whether or not  Venture  shall have
exercised that right.

"Sale Contract"
A contract for the supply of Goods by the Client.

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"Services"
The provision to the Client of an electronic messaging capability and of certain
information  via the Electronic  Data  Interchange  Facility for the purposes of
operating the Agreement.

"Sterling"
The lawful currency of Great Britain and Northern Ireland.

"Supplementary Discount Charge"
A sum calculated by applying to the amount of any payment made by Venture to the
Client by CHAPS,  as provided by clause  7(6),  the rate per annum  specified in
paragraph 16 of the Schedule for a period of four calendar days.

"Transfer Date"
The day on which  the  Purchase  Price of a Debt is to be  transferred  from the
Debts Purchased Account to the Current Account as specified in clause 7(2).

"Transferred Goods"
(i)      Any  Goods  included  in the Sale  Contract  which  shall not have been
         Delivered  before  the Debt  relating  to such  Goods  shall  have been
         notified to Venture in breach of the terms hereof; or
(ii)     Goods which any Debtor  shall  reject or shall  return to Venture or to
         the Client or indicate a wish so to do; or
(iii)    Goods which the Client or Venture recovers from the Debtor.

"United Kingdom"
Great Britain and Northern  Ireland,  but excluding the Channel  Islands and the
Isle of Man.

"Ventures Bankers"
HSBC Bank Plc or such other bank as Venture  may from time to time,  at its sole
discretion, appoint as its bankers.

"Working Day"
A day when both  Venture  and the bankers of Venture are both open for the usual
conduct of business.


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                           APPENDIX B - INTERPRETATION


(1)      In this Agreement except where the context otherwise requires:

         (i)      the singular shall include the plural and vice versa;
         (ii)     any of the three genders shall include the other two;
         (iii)    references to Venture shall include  Venture's  successors and
                  assigns;
         (iv)     references to a "clause"  (except where  otherwise  specified)
                  are to clauses of this Agreement;
         (v)      references  to any statute  shall be treated as including  its
                  statutory   modification   or  re-enactment  or  any  relevant
                  subordinate legislation.

(2)      Headings  to  clauses  are for  reference  only and shall not affect or
         limit the meaning or extent of any clause.

(3)      References in the Schedule to clauses are to clauses of this  Agreement
         and references to the Appendix are to the Appendix to this Agreement.

(4)      References  to  "Agreement"  shall be treated as including the Schedule
         and the Appendices.

(5)      Invalidity and Severability

         In the event of a conflict  between any  provision  of clause 22 of the
         Agreement and any law regulation or decree  affecting  clause 22 of the
         Agreement  then  provision  of clause 22 of the  Agreement  so affected
         shall be  regarded  as null and void or shall,  where  practicable,  be
         curtailed  and limited to the extent  necessary  to bring it within the
         requirements  of such law  regulation  or decree but otherwise it shall
         not  render  null and void any  other  provision  of  clause  22 of the
         Agreement