INVOICE DISCOUNTING AGREEMENT



AN AGREEMENT made the 10th day of  October 1996

BETWEEN

1.   The person whose name and address is set out in the schedule hereto and who
     is there described as the Vendor ("the Vendor") and

2.   LOMBARD NATWEST  DISCOUNTING  LIMITED of Smith House Elmwood Avenue Feltham
     Middlesex ("LND")

WHEREBY it is agreed as follows:

1.   The  Agreement  shall  commence on the date  specified  in the schedule and
     shall  continue  until  terminated  by either  party by not less than three
     months' written prior notice.

2.   (a) The Vendor shall sell with full title  guarantee and LND shall purchase
         free  from  all  charges  liens and  other  encumbrances  and  upon the
         terms  hereof  all Receivables; subject to such  exceptions as may from
         time to time be specified by LND.

     (b)  The  purchase of any  Receivable  shall be complete  and the rights to
          such  Receivable  shall vest in LND upon that  Receivable  coming into
          existence.

     (c)  "Receivables" means all the book debts, invoice debts, accounts notes,
          bills,  acceptances and/or other forms of obligation owned by or owing
          to the Vendor which are in existence  at the date of  commencement  of
          this  Agreement  or which come into  existence  during the currency of
          this Agreement in respect of contracts  entered into by the Vendor for
          the sale of goods or the provision of services in the ordinary  course
          of business to customers in countries as set out in the schedule,  and
          which are  payable  in the  United  Kingdom  in any of the  currencies
          specified in the schedule ("the Approved Currencies"),  and shall also
          include all the Vendor's  rights under the contract  concerned  and in
          the  goods  the  subject  matter  of  that  contract.   [However,  the
          expression  does  not  include  a sum  payable  in full in the  United
          Kingdom  prior  to  the  despatch  of the  goods  or  payable  against
          documents under an irrevocable letter of credit confirmed by a bank In
          the United Kingdom before  despatch of the goods.  For these purposes,
          "despatch" is deemed to be made when the Vendor parts with  possession
          of  goods  in any  way  for  the  purpose  of  transmitting  them to a
          customer.)

     (d)  The purchase  price,  which shall be payable as herein provided by LND
          to the Vendor, for any Receivable  purchased in accordance with Clause
          2(a) shall be the full amount payable by the Vendor's customer for the
          goods or services to which the Receivable  relates  (together with any
          VAT,  tax or other impost  payable in respect  thereof) as notified by
          the Vendor to LND less:

          (i)  any discount  commission or other  allowances due or allowable to
               the customer and shown on the relevant invoice; and

          (ii) the Discounting Charge

          and shall be payable,  (subject  as set out below) in the  currency in
          which the Receivable is expressed.

     (e)  All sales of Receivables made hereunder shall be absolute sales.

     (f)  "United  Kingdom"  means  the  United  Kingdom  of Great  Britain  and
          Northern Ireland, the Isis of Man arid the Channel Islands.

3.   Subject to the  provisions of the  Agreement  and  compliance by the Vendor
     with  Clause  9(b)(vi)  LND  shall  remit  (and  at any  time  at the  sole
     discretion  of LND it may  remit)  to the  Vendor  any part of the  balance
     standing at the credit of any of the Receivables  Purchased  Accounts up to
     the full amount  thereof less any amount  which LND in its sole  discretion
     requires as a  retention.  Any balance  which may stand at the debit of the
     Vendor on a Receivables Purchased Account shall be payable by the Vendor to
     LND on demand. LND will notify the Vendor from time to time of the basis on
     which it  proposes  to  exercise  its  discretion  under  the terns of this
     clause.

4.   (a) Receivables  Purchased Accounts will be maintained by LND in respect of
         each of the Approved Currencies to which will be credited:

          (i)  the full  purchase  price (as defined in Clause 2(d) but ignoring
               the  Discounting  Charge)  of  all  Receivables  payable  in  the
               relevant currency advised to LND;

          (ii) any costs or expenses recovered by LND under Clause 13 (expressed
               in the  relevant  Approved  Currency If actually  recovered  in a
               different currency);

         (iii) any amount  paid by the Vendor to LND under this  Agreement  (but
               shall  not  include  any  monies  remitted  to LND  under  Clause
               9(b)(viii))  expressed  in  the  relevant  Approved  Currency  if
               actually recovered in a different currency;

          and to which will be debited (so far as the same relate to Receivables
          denominated in the Approved Currency concerned):

          (iv) all  payments  made to the  Vendor by LND under the terms of this
               Agreement;

          (v)  the full value of all credit notes issued by the Vendor;

          (vi) the  amount of any  Receivables  which  LND  gives  notice to the
               Vendor to repurchase under Clause 15;

         (vii) the  amount of any sum  payable by the  Vendor  under  Clauses 6,
               11(b)(i), 11(b)(ii) and 13;

        (viii) the amount of any  payment  cost  damage or  liability   made  or
               sustained by LND arising directly or indirectly in consequence of
               any breach of warranty or  undertaking  by the Vendor or of steps
               reasonably  taken by LND to mitigate  such payment cost or damage
               or liability;

          (ix) a  Discounting  Charge  which  will  be  calculated  at the  rate
               specified  in the  schedule  each  day on the net  daily  balance
               standing  at the debit of the  Memorandum  Discounting  Statement
               referable to the relevant Approved Currency and will be recovered
               by  deduction  from  the next  payment  by LND to the  Vendor  in
               respect of sums payable in the relevant Approved Currency;

          (x)  a  Commission  Charge in  accordance  with Clause 5 which will be
               debited on the last  working day of each month and  recovered  by
               deduction as set out in paragraph (ix) above.

     (b)  Memorandum  Discounting  Statements in respect of each of the Approved
          Currencies  will be maintained by LND for the purpose of  calculating.
          Discounting Charges to which shall be credited:

          (i)  all  payments  received  in respect of  customer  payments in the
               relevant currency as described in Clause 9(b)(viii);

          (ii) any payments  received in the relevant  currency direct by LND in
               respect of the Receivables purchased under this Agreement;

          (iii) any amount paid by the Vendor to LND in the relevant currency;

          (iv) any amount that falls to be credited to the relevant  Receivables
               Purchased Account at Clause 4(a)(ii) above;

          (v)  any amount paid in the  relevant  currency by any other person to
               LND under Clause 11(b);

          and to which will be debited (so far as the same relate to Receivables
          denominated in the Approved Currency concerned);

          (vi) sill  payments  made to the Vendor by LND under the terms of this
               Agreement;

         (vii) the amount of any sum payable by the Vendor to LND under  Clauses
               11(b)(i), 11 (b)(ii) and 13;

        (viii) the amount of any sum payable under Clause 4(a)(viii) above;

          (ix) the  amount of any  cheque  or other  instrument  credited  under
               Clauses 4(b)(i); 4(b)(ii); 4(b)(iii); 4(b)(iv); and 4(b)(v) above
               where such cheque or, instrument is dishonoured;

          (x)  a Discounting Charge as described at Clause 4(a)(ix) above;

          (xi) a Commission Charge as described at Clause 4(a)(x) above.

     (c)  At the end of each month LND will send to the Vendor copies of each of
          the  Receivables   Purchased  Accounts  and  each  of  the  Memorandum
          Discounting Statements.

5.   LND shall be  entitled  to charge the Vendor a  commission  which  shall be
     calculated as being the percentage  specified in the Schedule hereto of the
     gross amount of Receivables  sold to LND in each month. All such commission
     charges  shall be subject to applicable  Value Added Tax at the  prevailing
     rate.

6.   Where any  Receivable  purchased by LND remains unpaid whether wholly or in
     part after payment thereof has become due or where at any time the customer
     disputes  liability  for payment or asserts any right of lien  retention or
     setoff the Vendor  shall on demand pay to LND the full  amount or the whole
     of the unpaid amount of that Receivable.

7.   (a) The Vendor  shall at its own expense and if so requested by LND execute
         a separate  assignment, in writing to LND of any Receivable sold to LND
         in accordance  with  this Agreement  and of any rights which the Vendor
         may have in relation thereto.

     (b) If in relation to any  Receivable it is not possible for LND to take  a
         separate  assignment of the Receivable as sot out in  sub-clause (a) of
         this Clause 7, the Vendor will  continue  to hold  such  Receivable  in
         trust for LND and any  payments  received in  respect  thereof  will be
         immediately paid to LND.

8.   (a) The  Vendor  shall  not grant any  fixed or  floating  charge  over any
         existing  or  future  Receivables  of  the  Vendor  and  shall  procure
         the exclusion of such Receivables from any charge in which  they  would
         otherwise be comprised.

     (b) The  Vendor  shall  not  assign  charge or in any way  dispose  of the
         benefit of this  Agreement  without the express  consent in writing of
         LND.

     (c) During the currency of this  Agreement the Vendor or if applicable its
         parent  subsidiary  or  associated  company  shall not enter  into any
         agreement for the charging or discounting of its  Receivables  without
         the express consent of LND.

9.   (a) The Vendor hereby  warrants to LND that in relation to each  Receivable
         sold  hereunder  by the  Vendor to LND and so that this  warranty shall
         be deemed to be repeated on each  occasion on which the Vendor makes an
         advice of Receivables to LND:

         (i)   the goods have been duly delivered or the services duly provided;

         (ii)  no other  person has an  interest  in or any charge lien or other
               encumbrance on the Receivable to which the advice relates;

        (iii)  the  Receivable  is an existing and bona fide  obligation  of the
               Vendor's  customer  arising  out  of the  sale  of  goods  or the
               provision of services by the Vendor in the ordinary course of its
               business;

         (iv)  the Vendor is not then in breach of any of its obligations to the
               customer  and the  customer  will  accept  the goods  sold or the
               services  provided and the invoices  therefor (or if the customer
               is  bankrupt  or  in  liquidation   the  customer's   trustee  in
               bankruptcy  or  liquidator  will  accept  a proof of debt for the
               unpaid  balance of the  invoiced  price)  without  any dispute or
               claim whatsoever (whether  justifiable or not) including disputes
               as  to  price,   terms,   quantity,   or   quality,   setoffs  or
               counter-claim or claims of release from liability or inability to
               pay  because of any act of God or public  enemy or war or because
               of the  requirements  of law  (whether  in the United  Kingdom or
               elsewhere) or of rules, orders or regulations having the force of
               law;

          (v)  the  customer  is  not a  subsidiary,  co-subsidiary,  parent  or
               associated  company of the Vendor or under the same  director  or
               shareholder control as the Vendor;

          (vi) the customer has obtained all the authorities necessary under the
               regulations  in  force in the  country  to which  the  goods  are
               despatched or services  rendered,  or from which payment is to be
               made,  in order to pay the  Receivables  in  accordance  with the
               contract of invoice;

         (vii) the contract with the customer  specifies the nature and quantity
               of the goods or services and the terms and currency of payment;

        (viii) the  customer's  authority  to  import  the goods or receive  the
               services and to pay for them is not subject to  conditions  as to
               the export of other  goods from any  country or as to payment for
               such other goods when so exported;

          (ix) the  goods or  services  are to be or have  been  exported  to or
               rendered in and payment Is to be made from the customers  country
               of residence; and

          (x)  the  contract  for the  sale of goods or  provision  of  services
               between  the Vendor and its  customer  shall be  expressed  to be
               governed by and  construed  in  accordance  with English law, and
               such  choice of law is in all  respects  valid and binding on the
               customer.

     (b)  The Vendor hereby  undertakes with LND so that this undertaking  shall
          continue throughout the term of this Agreement:

          (i)  promptly  to perform  all further or  continuing  obligations  of
               whatsoever  nature of the Vendor to the  customer  arising out of
               the sale of goods or the  provision  of  services  as a result of
               which any Receivable comes into existence;

          (ii) on request by LND to give notice to the Vendor's  customers or to
               such  of  them  as  LND  shall  direct  that  the  right  to  the
               Receivables   specified   in  such  notice   (which  may  include
               Receivables  which  have not yet come  into  existence)  has been
               assigned  to LND,  such  notice  to be in such  form as LND shall
               require;

         (iii) to  disclose  to LND any  change  or  prospective  change  in the
               constitution  or  control  of the  Vendor  and any other  fact or
               matter  known to the Vendor  which is  material  to be known by a
               purchaser of the Receivables:

          (iv) in respect of every  Receivable  (but only after  delivery of the
               relevant  goods or the  provision  of the  relevant  services) to
               complete  and  deliver to LND an advice  form  supplied  for such
               purpose by LND signed by an authorised official. The Vendor shall
               also remit any such other documents in support of each Receivable
               as LND may require;

          (v)  that all entries  relating to the sale of any  Receivable  by the
               Vendor to LND are duly recorded in the books of the Vendor and to
               ensure that all  accounts  maintained  in the books or records of
               the  Vendor  in the  names of its  customers  bear a  conspicuous
               notation that they have been assigned to LND;

          (vi) in relation to each of the Approved  Currencies to send to LND by
               the day of each month  specified  in the Schedule and in a manner
               approved  by LND and  made up to the  last  day of the  preceding
               month:

               (a)  an aged analysis of the Receivables sold to LND which remain
                    outstanding  at that date such  analysis  being  aged on the
                    basis   specified  in  the  Schedule  by  invoice  date  and
                    identifying  those accounts which are either  disputed or in
                    solicitors' hands;

               (b)  a  copy  of  the  Sales  Ledger  Account   relating  to  the
                    Receivables purchased by LND under this Agreement;

         (vii) to allow  LND and its  authorised  agents  at  regular  intervals
               determined  by LND and at such other times as LND shall decide to
               visit the premises of the Vendor to inspect  check and verify all
               books records  accounts orders and  correspondence  and any other
               papers of the  Vendor  that LND may  require.  The  Vendor at the
               request of LND  will supply LND with  statements of its financial
               position and results of its operations  certified by the Vendor's
               auditors;

        (viii) the Vendor as trustee for LND will  hold and  keep  separate from
               any other monies of the Vendor all remittances  received by it in
               payment of any Receivable  which has been sold to LND. The Vendor
               will immediately pay all remittances endorsed where required:

               (a)  direct to the account of LND at the bankers of LND, or

               (b)  into a trust account in the name of LND.

10.  The Vendor hereby irrevocably:

     (a)  authorizes  LND to  endorse  the  name  of the  Vendor  on any and all
          cheques or other forms of remittance  received where such  endorsement
          is required to effect collection or to perfect LND's title as a holder
          in due course or for any other reason;

     (b)  appoints  LND the attorney of the Vendor to execute in the name and on
          behalf of the Vendor any assignment requested under Clause 7.

11.  (a)  On purchase by LND of any Receivable then any  title,  property, right
          or  Interest  of the  Vendor  in the  goods to which  such  Receivable
          relates  (including all such goods that may be rejected or returned by
          the customers of the Vendor), all the Vendor's rights as unpaid Vendor
          and all other rights of the Vendor  under the  contract  or  contracts
          pursuant to which the Receivable  comes into  existence  (whether such
          rights be created by contract,  statute or other rule of law) shall be
          deemed to be assigned and transferred to LND absolutely whether or not
          the goods shall have been  delivered  by the Vendor at the time of the
          said purchase.

     (b)  Any goods  recovered by or on behalf of the Vendor in pursuance of the
          exercise  of any rights  referred to in  subclause  (a) of this Clause
          shall be treated as  returned  goods and all  returned  goods shall be
          promptly notified to LND and shall be set aside marked with LND's name
          and held for LND's  account as owner.  LND shall (in  addition  to and
          without  prejudice  to any other rights it may have) have the right to
          take  possession of and to sell or cause to be sold without notice any
          returned  goods at such prices to such  purchasers and upon such terms
          and  conditions as it may deem  advisable and in the event of any such
          sale the Vendor shall pay to LND on demand (and without  asserting any
          right of set-off):

          (i)  the difference  between the amount of the Receivable  relating to
               such goods and the amount received by LND on any such sales; and

          (ii) any costs and expenses  (including legal fees) incurred by LND in
               relation to any such repossession and sale.

     (c)  On purchase by LND of any  Receivable  then  without  prejudice to the
          generality of the provisions of sub-clause  (a) of this Clause,  there
          shall  vest  in  LND  the  benefit  of  all  guarantees,  indemnities,
          insurances and securities given to or held by the Vendor in respect of
          such Receivable or of goods or services to which it relates.

12.  LND  shall  not be liable to the  Vendor  for the  amount of any  discount,
     commission  or  allowance  wrongly  claimed or deducted by the  customer in
     respect of any Receivable unless and until such amount has been received by
     LND.

13.  On or after the making of a request by LND under Clause  9(b)(ii) LND shall
     have the sole right of  collecting  and  enforcing  payment of  Receivables
     (other than those  re-assigned  after payment of the  repurchase  price) in
     whatever manner it may in its absolute  discretion  decide,  whether or not
     the Vendor has been  debited  with the  amount of the  Receivables  and the
     Vendor shall  cooperate to procure such  collection  and  enforcement.  The
     conduct of any  proceedings  shall be with LND who may (where  necessary in
     the name of the Vendor)  Institute,  compromise,  settle  abandon or in any
     manner  whatsoever  conduct such  proceedings upon such terms as LND in its
     sole  discretion  shall decide and the Vendor shall be bound by all acts of
     LND under  this  Clause.  The  Vendor  shall be  responsible  for and shall
     forthwith on demand pay all costs charges and expenses of whatsoever nature
     Incurred by LND under this Clause.

14.  LND shall be entitled to debit the relevant Receivables  Purchased Accounts
     and Memorandum Discounting Statements with and/or setoff against any monies
     payable  to the  Vendor  any sums  payable  by the  Vendor in the  relevant
     currency to LND whether for debt or liquidated or unliquidated  damages and
     whether payable presently or contingently.

15.  (a) Should the Vendor at any time  commit any breach of this  Agreement  or
     become insolvent or pass a resolution for member's  voluntary winding up or
     call any meeting of creditors or should the Vendors income or assets or any
     part  thereof  be seized  under any  execution  of legal  process  or under
     distress  for rent  then LND may  determine  this  Agreement  forthwith  by
     written  notice  delivered  or posted to the  Vendor at the  address of the
     Vendor  stated in the Schedule or at the Vendor's  Registered  Office or at
     any other  address at which the Vendor  carries  on  business.  At any time
     after the termination of the Agreement pursuant to this Clause LND shall be
     entitled  by notice to require  the Vendor to  repurchase  at face value so
     much of any receivable  purchased by LND as then remains outstanding but so
     that LND shall remain legal and beneficial  owner of the  Receivable  until
     the repurchase price has been paid;

     (b)  At any  time  after  giving  notice  as set out  above,  LND  shall be
          entitled (but not obliged) to combine and  consolidate the Receivables
          Purchased   Accounts  and  (separately)  the  Memorandum   Discounting
          Statements relating to Receivables denominated in different currencies
          and, in so doing,  shall  convert the sums  concerned  into  sterling.
          Further,  any  payment  made by the  Vendor to LND in  respect  of the
          repurchase of a Receivable shall be made in sterling  converted at the
          date of actual payment (If LND shall not then have exercised its right
          to  combine  accounts  set out  above)  or at the date on  which  such
          combination took place.

16.  "Insolvency"  means,  in the case of an individual or partnership  firm the
     commencement of the bankruptcy of the individual or firm and in the case of
     a company  the  commencement  of  winding  up of the  company  by reason of
     inability  to pay its  debts as they  fall due or in  either  such case the
     appointment  of a  Receiver  of any part of the  income  or  assets  of the
     individual  firm or company or the making of an  arrangement or composition
     with creditors whichever event first occurs.

17.  All  conversions  from one  currency  to  another  required  in  connection
     herewith  (whether for the purposes of accounting or payment) shall be made
     at the  prevailing  spot rate for the purchase of the second  currency with
     the first,  as at 11 a.m. on the date of conversion,  as quoted by National
     Westminster Bank plc.

18.  LND's rights under this Agreement shall not be affected by the grant of any
     time or  indulgence  to the  Vendor or to any  customer  or any  failure to
     exercise or delay in exercising any right or option  available  against the
     Vendor any customer or any other person nor by any step taken by LND.

19.  The terms set out in this Agreement represent the whole of the terms agreed
     between LND and the Vendor to the exclusion of any prior or contemporaneous
     statements on the part of LND whether expressed or implied and whether oral
     or in writing.

20.  The Vendor will bring the terms of this  Agreement to the  attention of its
     auditors for the time being, and authorizes LND to disclose to its auditors
     for the time being such  information  relating  to this  Agreement  and its
     operation as its auditors shall from time to time request.

21.  This  Agreement  and any purchase of a  Receivable  pursuant to it shall be
     construed In accordance with and governed by English Law.

22.  For the  purposes of this Clause and Clauses 23 to 31  (inclusive)  of this
     Agreement:

     (a)  the  definition  of  "Insolvency"  contained  in  Clause  16  shall be
          extended  to  include  (in  case  of  a  company)  the  making  of  an
          Administration  Order  pursuant to the  Insolvency Act 1986 and in the
          said definition (in the case of an individual, partnership or company)
          the expressions  "arrangement" and "composition" shall be construed as
          meaning the taking effect of a Voluntary  Arrangement  pursuant to the
          said Act;

     (b)  the definition of "Receivables"  contained in Clause 2(c) hereof shall
          be  extended  to  include  (where  the  context  so  admits)  part  of
          Receivables;

     (c)  the  following   expressions  shall  have  the  meanings  respectively
          assigned to them below:

          "Approved Receivable"

          a Receivable which:

               (i)  is for the time being (when  aggregated with all Receivables
                    owing by the same  customer  at such  time)  within a Credit
                    Limit; and

               (ii) is not at any time the  subject  of any breach by the Vendor
                    of any warranty,  undertaking or other obligation  contained
                    In this Agreement; and

              (iii) does not rank as an  Unapproved  Receivable by reason of any
                    of the provisions of Clause 28; and

               (iv) is not a Receivable of the class or description described in
                    section 5 of the Schedule hereto;

          "Credit Limit"

          a limit  established by LND in its absolute  discretion in relation to
          any  customer  or  prospective   customer  of  the  Vendor  (following
          application  for such limit by the  Vendor in such  manner and on such
          form  as LND may  from  time to time  prescribe)  for the  purpose  of
          determining whether any Receivable is an Approved Receivable;

          "Delivery"

          in relation to Goods,  the placing in transit to the  Customer  from a
          place in the United  Kingdom  and,  in  relation  to  services,  their
          completion;

          "Discretionary Limit"

          a Discretionary  Limit prescribed by LND for the purposes of Clause 24
          hereof;

          "Date of Insolvency"

               (i)  in the case of  bankruptcy,  winding  up by the  Court or an
                    administration  order  the  date  of the  bankruptcy  order,
                    winding up order or administration order respectively by the
                    Court having jurisdiction;

               (ii) in the case of voluntary  winding up of a company:  the date
                    of the  resolution  for  winding  up by the  members  of the
                    company;

              (iii) in the case of the  appointment  of a  receiver  the date of
                    his appointment;

               (iv) in the  case of an  arrangement:  the  date  when  it  takes
                    effect;

          "Due Date"

          in  relation to a  Receivable-  the date on which it is due to be paid
          pursuant to the contract of sale or for  services  giving rise to such
          Receivable;

          "Unapproved Receivable"

          any Receivable which is not an Approved Receivable or which shall have
          ceased to be an  Approved  Receivable  by reason of any  breach by the
          Vendor of any  warranty,  undertaking  or other  obligation  contained
          herein or pursuant to the provisions of Clause 28;

          "VAT Bad Debt Regulations"

          the  provisions  for the  refunding  of value added tax  contained  in
          section 11 of the  Finance Act 1990 and the VAT (Refund for Bad Debts)
          Regulations 1991 (ST 19911371);

     (d)  The  description of a Receivable as "Eligible for a Refund" shall mean
          that,  but for its  assignment  to LND,  the VAT Bad Debt  Regulations
          would  apply  to such  Receivable  and  that it  remains  an  Approved
          Receivable and  outstanding  and vested Ian LND on or after the expiry
          of the  period  necessary  for an unpaid  debt to be the  subject of a
          claim under the VAT Bad Debt Regulations; and

     (e)  The  expression  "Goods" shall where the context so admits include any
          services,

23.  (a) No Credit  Limit shall be in effect  until  written  notice  thereof on
         LND's official form shall have been received by the Vendor.

     (b)  LND may (in its absolute  discretion) by oral or written notice to the
          Vendor  at any time  reduce or cancel  any  Credit  Limit and any such
          change  shall  take  immediate  effect  except  that no  reduction  or
          cancellation shall affect any Receivable which:

          (i)  shall have arisen from the  Delivery of Goods  before the receipt
               by the Vendor of notice of such cancellation or reduction; and

          (ii) was at the time of such receipt within such Credit Limit,

     (c)  Where  two or more  Receivables  are owing by the same  customer  they
          shall be treated as falling  within any Credit Limit  relating to that
          customer in the order of their respective Due Dates.

     (d)  When  Approved  and  Unapproved  Receivables  are  owing  by the  same
          customer (except as provided in Clause 23(e)) LND shall have the right
          to  appropriate  any  payment  made by the  customer  and  any  monies
          received from a guarantor or  indemnifier in respect of the customer's
          obligations  and any credit or allowance  granted by the Vendor to the
          customer in satisfaction of any Approved Receivable in priority to any
          Unapproved  Receivable  owing  by that  customer  notwithstanding  any
          contrary appropriation by the customer.

     (e)  After the Date of  Insolvency  of any  customer  any dividend or other
          benefit  received by LND in reduction of any  Receivable  owed by such
          customer  shall  be   appropriated  to  the  Approved  and  Unapproved
          Receivables proportionately in accordance with the amounts of Approved
          and  Unapproved  Receivables  owing  by the  customer  at the  Date of
          Insolvency.

24.  (a)  LND may in its  absolute  discretion  by written  notice to the Vendor
          authorise  the Vendor itself to establish in relation to any  customer
          a Credit Limit not  exceeding the  Discretionary  Limit stated in such
          notice.   The  Vendor shall  exercise due care  and  prudence  in  the
          establishment of every Credit Limit pursuant to this Clause.

     (b)  LND may at any  time in its  absolute  Discretion  by  written  or cal
          notice to the Vendor increase reduce or cancel the Discretionary Limit
          and such variation or cancellation shall take effect forthwith and any
          such reduction or cancellation  shall have the effect of an equivalent
          reduction or cancellation (in accordance with the provisions of Clause
          23(b)) in every Credit Limit established  pursuant to Clause 24(a) and
          remaining  in  existence  at the time of the receipt of such notice by
          the Vendor.

25.  (a)  The  establishment  of any  Credit  Limit by LND shall not  import any
          responsibility  or  liability  on  the  part  of LND  save  as  speci-
          fically provided in this  Agreement  and  LND shall  not be obliged to
          provide for the Vendor any information or reason on the basis of which
          any  Credit  Limit shall have been established, varied or withdrawn.

     (b)  The Vendor hereby undertakes that it shall not at any time disclose to
          any  customer  or any third  party the amount of or the absence of any
          Credit Limit in relation to such customer and to indemnify LND against
          all losses  costs  damages  claims  interest  and expense that LND may
          suffer  or  incur  by  reason  of  any  breach  by the  Vendor  of the
          provisions of this Clause.

26.  (a)  The Vendor shall promptly disclose to LND any fact or matter which the
          Vendor knows or should reasonably  have known might  influence  LND in
          its decision  whether to establish, reduce or cancel any Credit  Limit
          or the Discretionary Limit.

     (b)  Every  advice  form  remitted  to  LND  by  the  Vendor   pursuant  to
          Clause9(b)(iv)  shall be deemed to  constitute  a warranty  that every
          Receivable  included  in such  advice  form shall have  arisen  from a
          contract of sale or for  services  which  provides  for payment by the
          customer on terms not more liberal  than those  specified in section 7
          of the Schedule hereto.

     (c)  The Vendor  hereby  undertakes  to exercise  such care and prudence in
          granting credit to and withholding credit from its customers and to do
          such things  (including any requisite legal  proceedings) in procuring
          or  attempting  to  procure  payment  of all  Receivables  as would be
          exercised  and done by a  reasonably  careful and prudent  supplier of
          Goods  of the  nature  of  those  sold by the  Vendor.  In  particular
          (without  prejudice to the  generality  of the  foregoing)  the Vendor
          shall not  (without  the prior  written  consent  of LND)  effect  the
          delivery of further Goods to any customer when any Receivable owing by
          that customer shall remain unpaid after the sixtieth day after the Due
          Date of such  Receivable  or when the Vendor has  knowledge  that such
          customer is in financial difficulties.

27.  In addition  to and  without  prejudice  to LND's  rights and the  Vendor's
     obligations  pursuant to Clauses  9(b)(vi) and 13 hereof the Vendor  hereby
     undertakes:

     (a)  that, if any Receivable  shall not be paid within sixty days after its
          Due  Date  or in the  event  that  the  Vendor  has  knowledge  of the
          financial  difficulties or threatened Insolvency of any customer,  the
          Vendor  shall notify LND (in such form and manner as LND may from time
          to time  prescribe)  within  ten days of the end of such sixty days or
          such  event as the case  may be  giving  full  details  of the  unpaid
          Receivables and the  circumstances  giving rise to such  notification;
          and

     (b)  at any time after  such  notification  to do such  things and to take,
          continue, discontinue or abandon such proceedings as LND may prescribe
          for the purpose of enforcing  payment of and collecting  such Approved
          Receivable; and

     (c)  upon the Date of  Insolvency  of any  customer  by which any  Approved
          Receivable shall be owing:

          (i)  immediately  to notify  LND (in such  form and  manner as LND may
               from time to time  prescribe) of the nature of the Insolvency and
               the   particulars  of  the  Receivables   (whether   Approved  or
               Unapproved)  which shall be owing by any  customer at the Date of
               Insolvency; and

          (ii) in the absence of notice to that customer in accordance  with any
               request by LND  pursuant to Clause  9(b)(Ii) and except where the
               provisions of Clause 30(b) apply promptly to submit proof of debt
               in respect of such Approved Receivable in the insolvent estate of
               such  customer  and  (whether or not such notice  shall have been
               given) to give to any person,  who has the duty to administer the
               insolvent  estate of such customer,  irrevocable  instructions in
               such form as LND shall  require that any  dividends or other sums
               of money  payable  out of such  estate in respect of any proof or
               claim by the  Vendor  or LND in or  against  the  estate  of such
               customer shall be paid only to LND; and

     (d)  upon and after the Date of  Insolvency  of any  customer  by which any
          Approved  Receivable  shall  be  owing  (m  addition  to  and  without
          prejudice to the provisions of Clause 27(c)) to take such other action
          as  shall  be  available  to the  Vendor  and to  execute  such  other
          documents as shall be requisite (and, if so required by LND, in either
          case as  instructed by LND) for the purpose of procuring any dividends
          from the estate of such  customer  for the benefit of LND or otherwise
          recovering payment of such Receivable or mitigating any loss which LND
          may suffer by reason of such Insolvency.

28.  (a) If at any time the Vendor shall be in breach of any of its  obligations
     pursuant  to this  agreement  in  relation  to any  Receivable  owing  by a
     customer  then any Credit Limit  established  in relation to that  customer
     shall be cancelled  forthwith  without the  requirement  of notice or other
     formality  and all  Receivables  owing by such  customer at such time shall
     rank  as  Unapproved  Receivables  notwithstanding  that  any of  them  may
     previously have been Approved  Receivables.  Following the  cancellation of
     any Credit  Limit in relation to any  customer  pursuant to this clause the
     Vendor shall not apply to LND for the  establishment of any Credit Limit in
     relation to such customer until the breach giving rise to such cancellation
     has been redressed.

     (b)  Any  Receivable  arising from the Delivery of Goods made to a customer
          while any other Receivable owing by such customer remains unpaid after
          the  fortieth  day after the Due Date of such other  Receivable  shall
          rank  as  an   Unapproved   Receivable   (notwithstanding   any  limit
          established  in  relation to such  customer)  until such time as there
          remain no Receivables owing by such customer unpaid after the fortieth
          day after the respective Due Dates of such Receivables.

29.  (a) LND shall refrain from making any demand pursuant to Clause 6 hereof in
     respect of any  Approved  Receivable  until the  sixtieth day after its Due
     Date  and  shall  not  make  any  such  demand  thereafter  so long as such
     Receivable  remains  Approved  and  provided  that the  Vendor  shall  have
     instructed a solicitor approved by LND to take proceedings for the recovery
     (for the benefit of LND) of all sums due for payment by the customer  which
     include such Receivable so that such instructions shall be effective before
     such sixtieth day or such other day as LND shall have agreed in writing.

     (b)  For the  avoidance  of doubt LND shall be  entitled  to  exercise  its
          rights in full  pursuant to Clause 6 hereof in respect of any Approved
          Receivable which subsequently becomes Unapproved.

     (c)  The amount (as advised to LND  pursuant to Clause  9(b)(iv))  of every
          Receivable which shall rank as an Approved Receivable on the thirtieth
          day  after  the Date of  Insolvency  of the  customer  by  which  such
          Receivable  shall  be  owing  shall  be  credited  to  the  Memorandum
          Discounting  Statement on such  thirtieth day.

     (d)  The  amount of every  Receivable  credited  pursuant  to Clause  29(c)
          hereof in respect of which LND shall have  subsequently  exercised its
          rights  pursuant to Clause 6 hereof shall be debited to the Memorandum
          Discounting Statement so that such debit shall be deemed to have taken
          place on the date of the relevant credit.

30.  (a)  The  Vendor  shall  be  liable  on  notice  from  LND  to  accept  the
          reassignment from LND of any Receivable which Is Eligible for a Refund
          and LND  undertakes  to  execute  and  deliver to the Vendor a written
          assignment of any Receivable (the subject of any such notice) of which
          a previous  written  assignment shall have been given by the Vendor to
          LND. In  consideration  of any such  reassignment  of a Receivable the
          Client shall be liable to pay to LND forthwith a sum equivalent to the
          amount  of value  added tax  (included  in such  Receivable)  that the
          Vendor may be able to claim under the VAT Bad Debt Regulations.

     (b)  Upon the  ownership  any  Receivable  which is  Eligible  for a Refund
          becoming  re-vested  in the Vendor then the Vendor  shall use its best
          endeavours to recover any sum of money or other benefit  available for
          the reduction of the amount of such Receivable  including any dividend
          from the estate of the Debtor.  The Client  shall  forthwith  upon its
          recovery  pay to LND such  proportion  of any  such  sum of money  and
          transfer to LND such proportion of any such benefit as shall be due to
          LND pursuant to the provisions of Clause 23(e). Pending its payment of
          transfer  the  Vendor  shall hold the said  proportion  of such sum of
          money or benefit in trust for LND.

     (c)  Notwithstanding  and without  prejudice  to the  Vendor's  obligations
          pursuant to Clause 30(b) LND shall be at liberty to complete and lodge
          in the Vendor's name a proof or statement of debt in the Insolvency of
          the customer in relation to any  Receivable  reassigned  to the Vendor
          pursuant to Clause 30(a).

31.  Where in any place  outside  England  and Wales  the  meaning  of a word or
     expression  used in this Agreement is to be considered and that  expression
     has no  counterpart  in that place then that  expression  shall (unless the
     context  otherwise  requires)  have the meaning of the  closest  equivalent
     thereto in the place concerned.

<PAGE>

The COMMON SEAL of Lapland U.K.       )
Limited was affixed to                )
this Deed in the presence of:         )

          Michael J. Neame
          Director/Company Secretary  )     /s/ Michael J. Neame


          Martin Clarke
          Director                    )     /s/ Martin Clarke



The COMMON SEAL of LOMBARD            )
NATWEST DISCOUNTING LIMITED           )
was affixed to this Deed in the       )
presence of:                          )


          Robert J. Smith
          Director                    )     /s/ Robert J. Smith

          A. Darlings
          Authorised Signatory        )     /s/ A. Darlings

<PAGE>

                                  THE SCHEDULE



1.      NAME AND REGISTERED OFFICE OF THE VENDOR:
        Lapland U.K. Limited.
        4 Faraday Court
        Rankine Road
        Basingstoke
        Hampshire. RG24 0PF.

                            REGISTERED NO. 02520180.

2.      COMMENCEMENT DATE:

3.      COMMISSION RATE:             0.5%.

4.      DISCOUNTING  CHARGE RATE- OVER NATIONAL  WESTMINSTER BANK
        PLC BASE RATE:               2%.

5.      RECEIVABLES WITHIN CREDIT LIMITS WHICH ARE NOT APPROVED:

        a)      Receivables  in  respect  of Cash  sales,  sales  to  associated
                companies,  Mtech Partnership,  proforma sales, sales subject to
                sale or return or evaluation and credit card sales.

        b)      The  first (pound)500  of receivables  taken  in  order of their
                respective  invoice  dates owing by any one  customer at any one
                tinge; and

        c)      20% of the remaining balance.

6.      DISCRETIONARY LIMIT:        (pound)5,000.

7.      VENDOR'S TERMS OF SALE:     30 days.

8.      DAY OF MONTH RETURNS ARE DUE BY: By 15th day of month following.

9.      BASIS ON WHICH ANALYSIS OF RECEIVABLES IS TO BE AGED: From invoice date,
        separately identifying outstanding amounts by customer, showing customer
        balances as follows:  total,  up to 30 days old,  31-60 days old,  61-90
        days old, 90 days plus old,  plus a summary  aging of the totals of each
        of these categories.

10A.    SPECIAL CONDITIONS:

(i)     Prior to commencement, LND are to receive Personal Guarantees Re: Breach
        of Warranties  from Michael J. Neame and Martin Clarke and the corporate
        guarantee of Mobile Planet Limited.

(ii)    Prior  to  commencement,  LND are to  receive  a  waiver  from  National
        Westminster  Bank Plc in  respect  of the book  debts  of  Lapland  U.K.
        Limited in a form satisfactory to LND.

(iii)   Cash sales, sales to associated companies,  sales to Mtech  partnership,
        proforma sales,  sales subject to sale or return & evaluation and credit
        card sales are to be excluded from the Invoice Discounting Agreement.

(iv)    LND are to receive  monthly  management  accounts  within  four weeks of
        month end, commencing with month ended 31 st August 1996.

(v)     LND are to register a fixed charge over the book  debts.(pound)250  +VAT
        to be charged upon commencement in this respect.

(vi)    LND to have sight of and  satisfaction  with certified  figures of Mtech
        Partnership within four weeks of commencement.

10B.    OPERATIONAL REQUIREMENTS:

(i)      LND will waive the standard  requirement  for copy invoices  subject to
         the provision of suitable sales day book and credit note listings.

(ii)     A monthly bank reconciliation is to be maintained.

(iii)    Invoices must not be discounted until the goods have been despatched.

(iv)     LND require confirmation that duplicate sales ledger records are backed
         up daily and stored off site at all times.

(v)      Sales invoicing to be cross referenced with delivery documentation.

(vi)     Aged analysis  reports to be produced on an aged by invoice date basis,
         showing  invoices and total  balance aged  correctly.  Aged debtors and
         aged creditors to be produced as two distinct listings.

(vii)    Excluded sales to be ledgered separately.

11.      COUNTRIES:                 United Kingdom.

12.      APPROVED CURRENCIES:       Sterling (pound).