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
          Fettham 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 encum-
                    brances 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  Isle of Man  and  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 terms 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)      all  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 set out
                    in subclause  (a) of this Clause 7, the Vendor will continue
                    to hold such  Receivable  in trust for LND and any  payments
                    received in respect thereof wilt 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 occa-
                    sion  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,  set oft 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  movies 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)       authorises  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 Vendors 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 deli-
                    vered 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 arid  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  co-operate  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 movies  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
                    members  voluntary  winding up or call any meeting of credi-
                    tors 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 Agree-
                    ment  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 se doing, shall
                    covert  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
          it auditors for the time being,  and authorises 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 content 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"

                    (v)       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;

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

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

                    (viii)    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 1991 /371);

          (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 in
                    LND on or after the  expiry of the period  necessary  for an
                    unpaid  debt to be the  subject of a claim under the VAT Gad
                    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:

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

                    (i)       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  movies  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  Discre-
                    tionary  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
                    oral  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  specifically  provided  in  this  Agreement and LND
                    shall not be obliged to provide for the Vendor any  informa-
                    tion 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 (in 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 es-
                    tablished  in relation to  that  customer shall be cancelled
                    forthwith without the requirement of notice or other  forma-
                    lity 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  LNG  to take proceedings for the
                    recovery (for the benefit of LND) of all sums  due for  pay-
                    ment 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  Eligi-
                    ble 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 equiva-
                    lent 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 revested 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.

SIGNED and DELIVERED as a Deed              )
by MOBILE PLANET LIMITED                    )
acting by:  Michael J. Neame                )      /s/ Michael J. Neame
            Director/Company Secretary             --------------------
                                            )      Director
                                            )
and                                         )
            Martin Clarke                   )      /s/ Martin Clarke
            Director                               -----------------
                                            )      Director



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

            S.J. Harper
            Authorised Signatory            )        /s/ S.J. Harper

<PAGE>

                                  THE SCHEDULE

1.       NAME AND REGISTERED OFFICE OF THE VENDOR:

         Mobile Plant Limited.
         4 Faraday Court
         Rankine Road
         Basingstoke
         Hampshire. RG24 OPF.

                                    REGISTERED NO.02687500.

2.       COMMENCEMENT DATE:         21st October 1996

3.       COMMISSION RATE:     0.6%.

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 sales to associated companies, sales
                  subject  to sale or return,  maintenance  sales cash sales and
                  credit card sales.

         b)       The  first (pound)25  of  receivables  taken in order of their
                  respective invoice dates owing by any one  customer at any one
                  time; and

         c)       20% of the remaining balance.

6.       DISCRETIONARY LIMIT:     (pound)2,000.

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  ageing 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 Lapland U.K. Limited.

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

(iii)    Sales  to  associated  companies,  salts  subject  to sale  or  return,
         maintenance  sales, cash sales 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 31st 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).