ADVICE OF BORROWING TERMS
-------------------------


BRANCH / UNIT:                Thames Valley Corporate Business Centre
                              Abbey Gardens
                              4 Abbey Street
                              READING
                              Berkshire
                              RG1 3BA

DATE:                         25 September 1997

BORROWER'S NAME:              Cyberia (UK) Ltd,
                              4 Faraday court, Rankine road, Basingstoke,
                              Hampshire, RG24


Subject to the Bank's  rights  below and subject to the Bank's  rights under the
"General Terms Upon Which The Bank Makes Facilities Available", it is the Bank's
current  intention  that the  facilities  specified  in this Advice of Borrowing
Terms  (except  for those  facilities  which are  subject to their own  separate
facility  documentation  covered  below  under  "Facilities  Subject To Separate
Documentation")  should  remain  available  for a term of ten years  subject  to
annual review with the next review 31 May 1998.

FACILITY 1

Facility Type:                Loan.

Amount:                       Pounds Sterling 280,000.

Purpose:                      To  assist  with  the purchase of 65 Church
                              Street, Basingstoke.

Repayment:                    Repayment of Pounds Sterling  3,533.95  per  month
                              over a ten year  term with the  availability  of a
                              six month  capital  repayment  holiday  should you
                              wish to exercise  the option.  During this period,
                              interest  will need to be covered  on a  quarterly
                              basis.

First Debit  Interest  Rate:  2 % above  the Bank's Base Rate from time to time.

Second Debit Interest Rate:   Not applicable.

Payable:                      Quarterly.

FACILITY 2

Facility  Type:               Loan.

Amount:                       Pounds Sterling 140,000

Purpose:                      To  assist   with  the   refurbishment   costs  in
                              connection with 65 Church Street, Basingstoke.

Repayment:                    Repayments of Pounds  Sterling  1,766.97 per month
                              over a ten year  term with the  availability  of a
                              capital  repayment  holiday  over the  initial six
                              month period. During this time interest would need
                              to be covered on a  quarterly  basis.  First Debit
                              Interest Rate: 2 % above the Bank's Base Rate from
                              time to time.

Second Debit Interest Rate:   Not applicable.

Payable:                      Quarterly.

REPAYMENT

It is the Bank's current intention that the facilities should be reviewed by the
dates indicated herein.  However,  all amounts  outstanding under the facilities
are repayable on demand, which may be made by the Bank at its sole discretion at
any time.  The  Facilities  may also, by notice,  be withdrawn,  reduced or made
subject to further conditions or otherwise varied.

INTEREST

Interest on any  indebtedness  from time to time in excess of agreed  facilities
will be charged  at the  interest  rate  detailed  above.  An excess fee will be
charged  at the  Bank's  published  rate  from  time to time  (currently  Pounds
Sterling  3.50  per  day) for each  day  that  your  agreed  overdraft  limit is
exceeded.  The Bank is not obliged to allow (or to continue to allow) any excess
borrowing.

All rates specified above are variable.  If the interest rate specified above is
not linked to the Bank's Base Rate,  interest  will be charged  initially at the
rate per annum specified  above,  which may vary from time to time at the Bank's
absolute discretion.  Details of the current rates are available from the Branch
or Office where the facility is provided.

The Bank may alter the basis upon which  interest is calculated  (including  the
size of the margin charged over the Bank's Base Rate or other published rate) on
facilities  and/or the amount of any regular  repayments of facilities which are
repayable  on demand (or by notice),  but it will give the  customer one month's
notice before doing so.

FEES

An all  encompassing  arrangement and security fee of Pounds Sterling 5,250 will
fall payable on drawdown, i.e. 30 September 1997.

SECURITY

The Bank  continues to rely on its existing  security (and  requires  additional
security where  specified),  detailed below,  for the discharge on demand of all
present and future  liabilities  (both actual and contingent) of the Borrower to
the  Bank.  The  liabilities  secured  will  include,  without  limitation,  all
liabilities  of the  borrower  to the Bank  under  the  facility  or  facilities
specified in this Advice of  Borrowing  Terms  including  those which are listed
below under the heading "Facilities Subject To Separate Documentation".

From time to time the Bank may wish to revalue the  security and the cost of any
valuations required by the Bank will be met by the Borrower. Further information
is  included  in the  "General  Terms  Upon  Which  The  Bank  Makes  Facilities
Available".

Date Executed                 Title of Security / Asset

To Come                       First  and  only  Legal   Mortgage  over 65 Church
                              Street,  Basingstoke  given by  Cyberia  (UK) Ltd.
                              Composite  Guarantee  Arrangement  between Cyberia
                              (UK) Ltd, Lapland (UK) Ltd and Mobile Planet Ltd.

To Come                       A  Guarantee  limited to Pounds  Sterling  100,000
                              unsupported  given by  Michael J. Neame and Martin
                              Clarke.

OTHER CONDITIONS

o    The Bank will require  sight of monthly  Management  Accounts in the format
     agreed for both  Lapland  (UK) Ltd and Mobile  Planet Ltd to be received by
     the month end following to the month to which the Accounts relate.

o    The Bank will  require  sight of  Audited  Accounts  on  Cyberia  (UK) Ltd,
     Lapland (UK) Ltd and Mobile Planet Ltd within six months following the year
     end to which the Accounts relate.

o    London Clancy to re-value 65 Church Street,  Basingstoke upon completion of
     the refurbishment works and this to be provided by way of side letter.

o    Drawdown  of  Loan  2  will  be  subject  to   provision   of   appropriate
     Architects Certificates.


GENERAL TERMS

Please note that all facilities  specified in this Advice of Borrowing Terms are
made  available  subject  to the  "General  Terms  Upon  Which  The  Bank  Makes
Facilities   Available",   except  for  those   subject  to  separate   Facility
Letters/Agreement  Forms which do not expressly  incorporate  the General Terms.
Please  note that all  facilities  are also  subject  to any terms  which may be
implied by English Law.


/s/ David Napier
Manager

For and on behalf of
National Westminster Bank PLC

The Borrower confirms acceptance of the above terms and conditions pursuant to a
Resolution of the Board of Directors of Cyberia (UK) Ltd



Signed:  /s/ Michael Neame
         -----------------
         M J Neame Esq.


         For and on behalf of
         Cyberia (UK) Ltd

Date:    30/10/97
         ----------------------