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                                                                    Exhibit 4.10

                                CREDIT AGREEMENT

                                   L67,000,000

                            DATED 16th December 2003

                          RIVERBANK HOTEL HOLDING B.V.
                                   as Borrower

                                     - and -

                               BANK HAPOALIM B.M.
                       (acting through its London branch)
                                     as Bank

                               HERZOG FOX & NEEMAN
                          ASIA HOUSE, 4 WEIZMANN STREET
                                TEL-AVIV, ISRAEL
                                TEL: 03 692 2020
                                FAX: 03 696 6464

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THIS CREDIT AGREEMENT is made on the 16th day of December 2003,

BETWEEN:

(1)  RIVERBANK HOTEL HOLDING B.V., a limited liability company organised and
     existing under the laws of The Netherlands, with registered office at
     Dufaystraat 5-hs, 1075GR Amsterdam, The Netherlands (the "BORROWER"); and

(2)  BANK HAPOALIM B.M., a banking corporation incorporated in the State of
     Israel, acting for the time being through its London branch at 8/12
     Brook Street, London, W1Y 1AA, as bank (the "BANK").

RECITALS:

(A)  The Borrower and the Bank entered into a term loan agreement on 1 April,
     2003 and, thereafter, the Bank has extended additional financing by way of
     amendment of that agreement. This agreement amends and restates the terms
     of that agreement in their entirety.

(B)  The Bank have agreed to make available to the Borrower a credit facility
     for the purposes set out in Section 3 (Purpose) upon and subject to the
     terms and conditions contained in this Agreement; and

(C)  The Borrower wishes to accept the credit facility upon and subject to the
     terms and conditions contained in this Agreement.

(D)  This Agreement is deemed to constitute an amendment within the meaning of
     paragraph 3 of Chapter 2 of the Charge over Shares dated 1 April 2002 which
     the parties acknowledge serves as security for this Agreement. Furthermore,
     the Debenture (in accordance with its terms) continues to serve as security
     for this Agreement.

IT IS AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     In this Agreement, the following terms shall have the following meanings:

      ACCOUNTS           Each of the bank accounts required to be opened and
                         maintained by the Borrower pursuant to Section 19
                         (Accounts).

      ADDITIONAL COSTS   In relation to any period, the rate calculated for such
      RATE               period by application of the formula set out in
                         Schedule 2.

      ADVANCE            The principal amount of each borrowing under this
                         Agreement.

      ADVANCE REQUEST    A request for the making of an Advance in
                         accordance with Section


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                         5.2 (Advance Requests and Drawdown).

      AGREEMENT          This Credit Agreement.

      A LOAN             The loan having a principal maximum amount of up
                         to L62,000,000 (sixty two million pounds sterling) plus
                         the aggregate principal amount of all Deferred Interest
                         Advances made during the A Loan Availability Period.

      A LOAN             The period commencing on the date of Financial Close
      AVAILABILITY       and ending on the earlier of:
      PERIOD

                         (a)   the date of Project Completion;

                         (b)   the fourth (4th) anniversary of the Term Sheet
                               Date; and

                         (c)   the date on which the A Loan is fully drawn,
                               cancelled or terminated pursuant to the terms of
                               this agreement.

      A LOAN INTEREST    The rate of interest payable on the A Loan from time
      RATE               to time in accordance with Section 8 (Interest).

      A LOAN MARGIN      One and four-tenths of one percent (1.4%).

      A LOAN REPAYMENT   The earlier of:

      DATE

                         (a)    the fifth (5th) anniversary of the Term Sheet
                                Date; and

                         (b)    the Economic Completion Date.

      APPLICABLE LAW     Any applicable:

                         (a)    national (or state) constitution, treaty,
                                statute, code, law, by-law, legislation,
                                regulation, ordinance, rule, judgement, rule of
                                law, official order, judicial order, writ,
                                decree, request, approval, concession, grant,
                                franchise, licence, directive, guideline,
                                policy, standard, plan requirement or
                                restriction of any legally constituted public
                                authority; and

                         (b)    decision of, or determination by, or any
                                interpretation or administration of any of the
                                foregoing (whether or not having the force of
                                law) of any governmental authority;

                         whether in effect as of the date hereof or thereafter
                         and in each case as amended, re-enacted or replaced.

      APPROVED COSTS     These costs to be incurred by the Borrower in
                         connection with the Project and authorised by the Bank
                         in accordance with the terms of this Agreement.



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      ARCHES             Arches numbered 122 to 128A Black Prince Road, Vauxhall
                         the subject of a lease dated 31 March 2000 between
                         Railtrack Plc and MC Parking Limited (as varied by a
                         deed of variation of the Lease dated 8 May 2003) which
                         has been assigned to the Borrower.

      AUDITORS           Mazars PaardeKooper Hoffman of Mazars Tower,
                         Delflandlaand, Amsterdam, The Netherlands

      B LOAN             The Loan having a principal maximum amount of up
                         to sixty seven million pounds L67,000,000, equal to the
                         outstanding amount of the A Loan on the date of the
                         Advance of the B Loan.

      B LOAN INTEREST    The rate of interest payable on the B Loan from time to
      RATE               time in accordance with Section 8 (Interest).

      B LOAN MARGIN      One and one-tenth of one percent (1.1%)

      BANK'S INSURANCE   Risk Management Consultants Ltd., or such other
      CONSULTANT         replacement insurance consultant as may be appointed by
                         the Bank.

      BANK'S PROJECT     Gardiner & Theobold, or such other replacement
      MONITOR            technical adviser as may be appointed by the Bank.

      BORROWER CHARGE    The charge over each of the Accounts of the Borrower in
      OVER ACCOUNTS      favour of the Bank dated the date hereof, in the form
                         of Schedule 4 hereto.

      BUSINESS DAY       A day (other than a Saturday or Sunday) on which
                         banks are open for business in London.

      CHARGES OVER       (a)   the Borrower Charge over Accounts; and
      ACCOUNTS

                         (b)   the Operator Charge over Accounts.

      CHARGES OVER       (a)   The charges over shares dated 1 April 2002
      SHARES                   granted by the Shareholders in favour of the Bank
                               in respect of their shares in the Borrower, and

                         (b)   the charges over shares dated the date of this
                               agreement granted by the Borrower in favour of
                               the Bank in respect of its shares in the
                               Operator, in the form of Schedule 3 hereto.

      COLLATERAL         The assets subject to the Security Interests created by
                         the Security Documents.

      COLLATERAL         The duty of care warranties in favour of the Bank from:
      WARRANTIES

                         (a)   the Contractor;



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                         (b)   such sub-contractors of the Contractor as the
                               Bank may require; and

                         (c)   each member of the Professional Team as the Bank
                               may require,

                         in each case in form and substance acceptable to the
                         Bank.

      COMPLETION AND     The guarantee dated the date of this agreement executed
      COST OVERRUN       by the Guarantors in favour of the Bank, in the form of
      GUARANTEE          Schedule 8 hereto.

      CONSTRUCTION       The agreement dated [               ] between the
      AGREEMENT          Borrower and the Contractor.

      CONSTRUCTION       The period from the date of the Initial Advance until
      PERIOD             Project Completion Date.

      CONSTRUCTION       The budget for the Construction Period submitted to the
      PERIOD BUDGET      Bank by the Borrower, as amended from time to time by
                         the Borrower with the consent of the Bank.

      CONSTRUCTION       The works to be performed pursuant to the Construction
      WORKS              Agreement.

      CONTRACTOR         Gear Construction Management Ltd., a company organized
                         and existing under the laws of England and Wales, with
                         registered office at 10 Albert Embankment, London, SE1
                         7SP.

      DEBENTURE          The debenture dated 1 April,2003 granted by the
                         Borrower in favour of the Bank, in the form of
                         Schedule 6.

      DEBT SERVICE       In respect of a period, the aggregate amount of:

                         (a)  all Financing Costs accrued or to be accrued
                              during that period; and

                         (b)  all repayments and/or prepayments of Financing
                              Principal that fall due during that period.

      DEBT SERVICE       In respect of any period, the ratio of A:B where:
      COVER RATIO

                         A    Operating Profit for that period; and

                         B    Debt Service for that period.

      DEBT SERVICE       The bank account required to be opened and maintained
      RESERVE ACCOUNT    by the Borrower pursuant to Section 19 (Accounts).



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      DEFAULT            An Event of Default or a Potential Default.

      DEFAULT RATE       As defined in Section 8.4 (Default Interest).

      DEFERRED INTEREST  The Advances provided for the purposes of
      ADVANCES           capitalisation of interest in accordance with Section
                         8.6(a) (Capitalisation of Interest).

      DIRECT AGREEMENT   The direct agreement to be entered into between the
                         Operator, the Borrower, the Bank and the Management
                         Company.

      DRAWDOWN DATE      In relation to any Advance, the date on which the
                         Advance is actually made.

      ECONOMIC           The Bank being satisfied that:
      COMPLETION

                         (a)  for the previous 12 months (or such other period
                              as the Bank may determine) preceding the date of
                              calculation, the RevPar at the Hotel averaged at
                              least L74.50 (seventy four pounds and fifty pence
                              only); and

                         (b)  the Debt Service Cover Ratio for the previous 12
                              months (or such other period as the Bank may
                              determine) preceding the date of calculation, was
                              at least 1.2:1.

      ECONOMIC           The date of the notice of the Auditor's addressed to
      COMPLETION DATE    the Bank, confirming that Economic Completion has taken
                         place.

      ECONOMIC           The fifth (5th) anniversary of the Term Sheet Date.
      COMPLETION
      DEADLINE

      ELSCINT            Elscint Limited, a company incorporated in the State of
                         Israel with registered number 52-003883-7 with
                         registered office at 13 Moses Street, Tel Aviv, 67442,
                         Israel.

      ENVIRONMENTAL      Any administrative, regulatory or judicial action,
      CLAIM              suit, demand letter, claim, Security Interest, notice
                         of non-compliance or violation or investigation or
                         proceeding conducted or initiated by any Person as a
                         result of, under or in connection with any violation of
                         Environmental Law.

      ENVIRONMENTAL LAW  All Applicable Laws concerning health, safety,
                         bio-diversity, dangerous substances or matters related
                         to pollution or protection of the environment.

      ENVIRONMENTAL      All licences and approvals required under any
      LICENCE            Environmental Law.

      EQUITY             Each of:



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                         (a)  the share capital of the Borrower; and

                         (b)  the Shareholders Loans.

      EQUITY DOCUMENT    Each of:

                         (a)  the Shareholders Loan Agreements; and

                         (b)  the Subordination Agreement.


      EVENT OF DEFAULT   As defined in Section 20 (Defaults).

      EXISTING LOAN      The loan made by the Bank to the Borrower pursuant
                         to the Original Loan Agreement in an aggregate amount
                         (including capitalized interest) of L35,415,319.26
                         (thirty five million four hundred and fifteen three
                         hundred and nineteen pounds and twenty six pence).

      FACILITY           The credit facility denominated in pounds Sterling to
                         be made available to the Borrower in accordance with
                         the terms of this Agreement.

      FACILITY GUARANTEE a facility guarantee issued by the Bank to a
                         third party pursuant to Section 10 (LCS and Facility
                         Guarantees), in a form and substance satisfactory to
                         the Bank.

      FACILITY OFFICE    The London branch of the Bank or such other
                         office as the Bank may designate by written notice to
                         the Borrower as being the office through which the Bank
                         will perform any or all of its obligations under this
                         Agreement.

      FINAL MATURITY     The date falling ten (10) years after the Economic
      DATE               Completion Date.

      FINANCE DOCUMENTS  Each of:

                         (a)  this Agreement;

                         (b)  each Security Document;

                         (c)  each Equity Document; and

                         (d)  any other document designated as such by the Bank.

      FINANCIAL CLOSE    The date on which all of the conditions precedent
                         to the Initial Advance (as set out in Section 4
                         (Conditions Precedent) have been fulfilled or waived by
                         the Bank in writing, which shall be no later


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                         than 31 December, 2003.

      FINANCIAL          Any indebtedness in respect of:
      INDEBTEDNESS

                         (a)  moneys borrowed or debit balances at banks and
                              other financial institutions;

                         (b)  any debenture, bond, note, loan stock or other
                              security;

                         (c)  any acceptance or documentary credit;

                         (d)  receivables sold or discounted (otherwise than on
                              a non-recourse basis);

                         (e)  the acquisition cost of any asset to the extent
                              payable before or after the time of acquisition or
                              possession by the party liable where the advance
                              or deferred payment is arranged primarily as a
                              method of raising finance or financing the
                              acquisition of that asset;

                         (f)  any lease entered into primarily as a method of
                              raising finance or financing the acquisition of
                              the asset leased;

                         (g)  any currency swap or interest swap, cap or collar
                              arrangement or any other derivative instrument;

                         (h)  any amount raised under any other transaction
                              having the commercial effect of a borrowing or
                              raising of money; or

                         (i)  any guarantee, indemnity or similar assurance
                              against financial loss of any person.

      FINANCING COSTS    (a)  interest, fees, commissions and costs payable by
                              the Borrower under this Agreement;

                         (b)  amounts ascertained as being payable by the
                              Borrower under Section 12 (Taxes), Section 13
                              (Market Disruption), Section 14 (Increased Costs),
                              Section 23 (Stamp Duties) and Section 24
                              (Indemnities) of this Agreement; and

                         (c)  any Taxes payable by the Borrower in respect of
                              the above,

                         but excluding Financing Principal.

      FINANCING          Principal amounts outstanding under this Agreement.
      PRINCIPAL

      FIRST INTEREST     The earlier of the first Quarter Date falling after the
      PAYMENT DATE       three (3) month anniversary of



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                         (a)   the date of Practical Completion; or

                         (b)   the third anniversary of the Term Sheet Date.

      FURTHER            The further conditions precedent specified in Section
      CONDITIONS         4.2 (Further Conditions Precedent).
      PRECEDENT

      GOOD INDUSTRY      The exercise of that degree of skill, diligence,
      PRACTICE           prudence and foresight which would reasonably and
                         ordinarily be expected from a skilled and experienced
                         person engaged in the same type of undertaking under
                         the same or similar circumstances.

      GOVERNMENTAL       Any government, governmental department, ministry,
      AUTHORITY          cabinet, commission, board, bureau, agency, tribunal,
                         regulatory authority, instrumentality, judicial,
                         legislative or administrative body or entity, domestic
                         or foreign, federal, national, state, regional,
                         provincial or local, having or exercising jurisdiction
                         over the matter or matters in question.

      GUARANTEE          The several guarantees dated the date of this agreement
                         executed by:

                         (a)   the Red Sea Guarantors, jointly and severally;
                               and

                         (b)   Elscint,

                         each, in favour of the Bank, in respect of seven and
                         one-tenth of one per cent (7.1%) of the total
                         outstanding amounts (whether Financing Principal or
                         Financing Costs) pursuant to this Agreement.

      GUARANTORS         Each of the Red Sea Guarantors and Elscint.

      HOTEL              All that property and building known, or to be known,
                         as the Riverbank Park Plaza Hotel

      HOTEL MANAGEMENT   The undertaking given by Park Plaza Europe Limited to
      UNDERTAKING        the Borrower, dated the date hereof.

      INITIAL ADVANCE    The first Advance to be made by the Bank.

      INSURANCE PROCEEDS All proceeds of Insurances or Additional Insurances
                         including proceeds in respect of liabilities
                         arising under any of the Project Documents whether by
                         way of claims, adjustments thereof, return of premiums
                         or otherwise.

      INSURANCE          The account to be opened by the Borrower and maintained
      PROCEEDS ACCOUNT   in accordance with Section 19 (Accounts).



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      INSURANCE          A letter to be entered into by the Borrower and the
      PROCEEDS LETTER    Bank, to the satisfaction of the Bank, setting out the
                         procedure for distribution of Insurance Proceeds.

      INSURANCES         All contracts and policies of insurance and
                         re-insurance of any kind which are required to be taken
                         out by, or on behalf of or for the benefit of the
                         Borrower in accordance with the Project Documents and
                         the Finance Documents or in which the Borrower has an
                         interest.

      INTELLECTUAL       All intellectual property rights, whether or not
      PROPERTY RIGHTS    patentable, including without limitation, rights in
                         algorithms, binary code, brands, business methods,
                         computer programs, computer software, concepts,
                         confidential information, firmware, composition of
                         matter or materials, certification marks, collective
                         marks, copyright, customer lists, data, databases,
                         designs (whether registered or unregistered),
                         derivative works, discoveries, distributor lists,
                         documents, domain names, file layouts, formulae,
                         goodwill, ideas, improvements, industrial designs,
                         information, innovations, inventions, integrated
                         circuits, know-how, logos, manufacturing information,
                         mask works, materials, methods, moral rights, object
                         code, original works of authorship, patents, patent
                         applications, patent rights, including but not limited
                         to any and all continuations, divisions, reissues,
                         re-examinations or extensions, plans, processes,
                         proprietary technology, reputation, research results,
                         research records, semiconductor chips, service marks,
                         software, source code, specifications, statistical
                         models, supplier lists, systems, techniques,
                         technology, trade secrets, trademarks, trade dress,
                         trade names, trade styles, and technical information,
                         and any rights analogous to the foregoing.

      INTEREST DUE DATE  The last day of any Interest Period on which
                         date interest is payable by the Borrower to the Bank
                         pursuant to Section 9 (Interest Periods).

      INTEREST PERIOD    As determined in accordance with Section 9
                         (Interest Periods).

      LC                 Any letter of credit issued or to be issued by the Bank
                         to a third party pursuant to Section 10 (LCS and
                         Facility Guarantees), such letter of credit to be in a
                         form satisfactory to the Bank.

      LEASE              The lease agreement over the site to be entered into
                         between the Borrower and the Operator, in form and
                         substance acceptable to the Bank.



                                       9
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      LIBOR              In respect of any Interest Period means the rate
                         displayed as of 11 a.m. London time on the second
                         Business Day before the first day of that Interest
                         Period on the FRBD page of the Reuter Monitor Money
                         Rates Service (or such other page or service as may
                         replace it) as being the interest rate offered in the
                         Inter-bank Market for Sterling deposits for the same
                         period as the relevant Interest Period (or if the
                         periods are not the same, such period, if any, as the
                         Lender determines to be substantially the same) but if
                         no such offered quotation appears, the relevant rate
                         shall be determined on the basis of the respective
                         rates (as quoted to the Lender at its request) at which
                         each Reference Bank is offering Sterling deposits for
                         the relevant currency for the relevant Interest Period
                         to prime banks in the Inter-bank Market at or about 11
                         a.m., on the second Business Day before the first day
                         of the relevant Interest Period.

      LOAN ACCOUNT       The bank account required to be opened and
                         maintained by the Borrower pursuant to Section 19
                         (Accounts).

      MANAGEMENT COMPANY Park Plaza Hotel Europe Limited or such other
                         hotel management company as shall be approved by the
                         Bank in accordance with Section 20.20.

      MATERIAL ADVERSE   Any effect which in the opinion of the Bank:
      EFFECT

                         (a)  is or is likely to be materially adverse to the
                              ability of the Borrower or any other Obligor to
                              perform or comply with any of its material
                              obligations under the Transaction Documents in a
                              timely manner; or

                         (b)  is or is likely to be materially prejudicial to:

                              (i)    the interests of the Finance Parties under
                                     the Finance Documents;

                              (ii)   the business, operations or financial
                                     condition of the Borrower or any other
                                     Obligor;

                              (iii)  the validity or enforceability of any of
                                     the Transaction Documents; or

                              (iv)   the implementation or operation of the
                                     Project or the consummation of the
                                     transactions contemplated by the
                                     Transaction Documents.

      OBLIGOR            (a)  the Borrower;

                         (b)  each Shareholder (other than Park Plaza Hotels
                              Europe Limited)



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                         (c)  each Guarantor; and

                         (d)  the Operator.


      OPERATING ACCOUNT  Means the account to be opened by the Operator
                         and maintained in accordance with Section 19
                         (Accounts).

      OPERATING BUDGET   The budget for the Operating Period submitted to
                         the Bank by the Borrower, as amended from time to time
                         by the Borrower with the consent of the Bank.

      OPERATING PERIOD   The period from the date of commencement of
                         commercial operation of the Hotel until the Final
                         Maturity Date.

      OPERATING PROFIT   The combined gross operating profit of the
                         Operator (or such other party as shall operate the
                         Hotel) before tax, plus:

                         (a) amortisation and depreciation; and

                         (b) rent paid by the Operator to the Borrower pursuant
                             to the lease of the Hotel,

                         calculated, in each case, in accordance with GAAP and:

                         1.  in the case of a calculation with respect to a year
                             ending on 30 June in any year, as shown in the two
                             sets of half yearly financial statements relating
                             to that year delivered to the Bank pursuant to this
                             Agreement and with reference to the hotel operating
                             accounts of the Operator for such period supplied
                             pursuant to this Agreement.

                         2.  in the case of a calculation with respect to a year
                             ending on 31 December in any year, as shown in the
                             financial statements relating to that year
                             delivered to the Bank pursuant to and with
                             reference to the hotel operating accounts of the
                             Operator for such period supplied pursuant to this
                             Agreement.

      OPERATOR           Almaren Limited, a company organised and existing under
                         the laws of England and Wales, with company number
                         4974811 to be known as Riverbank Hotel Operator
                         Limited.

      OPERATOR CHARGE    The charge over the Operating Account to be granted by
      OVER ACCOUNTS      the Operator in favour of the Bank, in the form of
                         Schedule 5 hereto.

      ORIGINAL LOAN      The term loan agreement entered into by the Borrower
      AGREEMENT          and the Bank on 1 April, 2003, as amended from time to
                         time.

      OUTSTANDING        In relation to any LC or Facility Guarantee, the amount
                         stated in


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      LIABILITY AMOUNT   such documents to be the maximum amount for which the
                         Bank could be actually or contingently liable
                         thereunder which, if not denominated in Sterling, shall
                         be (for the purposes of this definition) converted into
                         Sterling on the basis of the Bank's Spot Rate of
                         Exchange two (2) days prior to issuance of such LC or
                         Facility Guarantee.

      PARTY              A party to this Agreement.

      PERMITTED          (a)   any indebtedness arising under the Shareholder
      INDEBTEDNESS             Loan Agreements provided such indebtedness is
                               subject to the terms of the Subordinated Loan
                               Agreements;

                         (b)   indebtedness not exceeding one million pounds
                               Sterling (L1,000,000) in the aggregate at any
                               time, incurred by the Borrower or the Operator in
                               respect of its obligations under finance leases
                               entered into in relation to the acquisition of
                               furniture, fittings or other equipment for the
                               Hotel;

                         (c)   indebtedness incurred by the Operator to
                               suppliers in the ordinary course of operation of
                               the Hotel; and

                         (d)   any other indebtedness of the Borrower or the
                               Operator which is disclosed in writing to the
                               Bank by the Borrower, and so approved in writing
                               by the Bank.

      PERSON             Any individual, company, firm, trust, organisation,
                         corporation, state, political sub-division of a state,
                         local, municipal or other Governmental Authority,
                         association, joint venture or partnership (whether or
                         not having separate legal personality) and any
                         international organisation.

      PERMITTED          Any Security Interest over assets of the Borrower
      SECURITY INTERESTS arising solely by operation of law.

      POTENTIAL DEFAULT  Any event, act or condition which, with the giving of
                         any notice or the lapse of time or the satisfaction of
                         any other condition would constitute an Event of
                         Default.

      PRACTICAL          The earlier of:
      COMPLETION

                         (a)   six (6) months from the date of the first paying
                               guest utilising the Hotel; or

                         (b)   seventy five percent (75%) of rooms being
                               certified by the Bank's Project Monitor as being
                               available for commercial use.

      PROCEEDS ACCOUNT   The account to be opened by the Operator and
                         maintained in


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                         accordance with Section 19 (Accounts).

      PROFESSIONAL       The letters of appointment by the Borrower of members
      APPOINTMENTS       of the Professional Team, in form and substance
                         satisfactory to the Bank.

      PROFESSIONAL TEAM  Those contractors, sub-contractors, consultants
                         and advisers set out in Schedule 13 hereto.

      PROJECT            The project for the design, construction, operation and
                         maintenance of the Hotel at 12-18 Albert Embankment,
                         London SE1, in accordance with the Project Documents.

      PROJECT ACCOUNT    The account to be opened by the Borrower and
                         maintained in accordance with Section 19 (Accounts).

      PROJECT COMPLETION (a)   The completion of the Project such
                               that the Bank's Project Monitor shall be
                               satisfied that:

                               (i)   the Project has been completed in all
                                     material respects in accordance with the
                                     Project Documents; and

                               (ii)  the Hotel comprises 396 "first class" rooms
                                     and 66 serviced apartments; and

                               (iii) the Bank is satisfied on the basis of the
                                     monthly operating reports that the rooms
                                     are available for use.

      PROJECT COSTS      All costs and expenses paid and to be paid by the
                         Borrower, including without limitation:

                         (a)  capital costs (including, purchase of all rights
                              in relation to the Site);

                         (b)  operating costs and expenses;

                         (c)  maintenance costs;

                         (d)  insurance premiums and other insurance related
                              payments;

                         (e)  administrative, management, legal, accounting and
                              employee costs;

                         (f)  Taxes required to be paid by the Borrower; and

                         (g)  fees and commissions payable to the Bank.


                                       13
<PAGE>
      PROJECT DOCUMENTS  Each of:

                         (a) the Construction Agreement;

                         (b)  the Operation and Maintenance Agreement;

                         (c)  the Professional Appointments;

                         (d)  the Collateral Warranties; and

                         (e)  any other document designated as such by the Bank.

      PROJECT PERMIT     All authorizations, consents, approvals, resolutions,
                         licences, exemptions, filings or registrations required
                         contractually, under any Applicable Law or otherwise to
                         enable the Borrower or any other Person to perform its
                         obligations under, or for the validity or
                         enforceability of, or in connection with the
                         consummation of the transactions contemplated by any
                         Transaction Document or otherwise necessary in order
                         for the Project to be implemented in accordance with
                         the terms of the Transaction Documents.


      QUARTER DATE       31 March, 30 June, 30 September and 31 December (as
                         applicable).

      RED SEA GUARANTORS (a)   Red Sea Club Limited, a company incorporated in
                               the State of Israel with registered number
                               51-073654-9 whose address is 8 Hasadnot Street,
                               Herzlyia Pituach 46728, Israel;

                         (b)   Atlantic Pacific Enterprises B.V., a company
                               incorporated in The Netherlands with registered
                               office at De Entree 11-13, 1101 BH Amsterdam
                               Zuidoost; and

                         (c)   Zilver-Berk B.V., a company incorporated in The
                               Netherlands with registered office at De Entree
                               11-13, 1101 BH Amsterdam Zuidoost,

                         jointly and severally.

      REPAYMENT          Each instalment for repayment of the Advances referred
      INSTALMENT         to in Section 6 (Repayment).

      REV PAR            The total of revenue from room income per total
                         available rooms for any given period, calculated by
                         multiplying average room rate achieved in the Hotel for
                         a given period by the average room occupancy rate at
                         the Hotel for that period.

      SECURITY           Each of:


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      DOCUMENTS
                         (a)  the Charges over Shares;

                         (b)  the Charges over Accounts;

                         (c)  the Debenture;

                         (d)  the Guarantees;

                         (e)  the Completion and Cost Overrun Guarantee;

                         (f)  the Direct Agreement;

                         (g)  the Supplemental Debenture; and

                         (h)  any other document or instrument including,
                              without limitation, any document or instrument
                              evidencing, creating or perfecting or continuing
                              the perfection of any Security Interest over any
                              asset of the Borrower or any other Obligor to
                              secure any of the obligations of such Person under
                              any of the Transaction Documents including,
                              without limitation, the document to be entered
                              into creating a Security Interest in favour of the
                              Bank over the Lease.

      SECURITY INTEREST  Any mortgage, pledge, lien, charge, assignment,
                         hypothecation or security interest or any other
                         agreement or arrangement having the effect of
                         conferring security.

      SHAREHOLDERS       (a)   Euro Sea Hotels N.V. of De Entree 11-13 Toren A,
                               1101 BH Amsterdam Zuidoost, The Netherlands;

                         (b)   BEA Hotels N.V. Keizersgracht 239, 1016 EA
                               Amsterdam, The Netherlands; and

                         (c)   Park Plaza Hotels Europe Limited Tropic Isle
                               Building, Post Office Box 438, Road Town,
                               Tortola, British Virgin Islands.


      SHAREHOLDERS LOAN  The shareholders loans pursuant to the agreements
                         of 1 April 2003, between the Borrower and all further
                         loans to be provided by the Shareholders to the
                         Borrower.

      SHAREHOLDERS LOANS The shareholders loans provided to the Borrower
                         by the Shareholders pursuant to the Shareholders Loan
                         Agreements and in accordance with the Subordinated Loan
                         Agreements.

      SITE               (a)   All of that leasehold property known as
                               Queensborough House, Albert Embankment, SE1 as
                               registered at HM Land Registry under title number
                               TGL175396;



                                       15
<PAGE>
                         (b)   All of that leasehold property known as land at
                               Embankment Gardens in front of Queensborough
                               House, London, SE1 more particularly comprised in
                               a lease dated 14 February 2002 between The Mayor
                               and Burgess of the London Borough of Lambeth and
                               Albert Hotel Limited currently registered under
                               title number TGL200395; and

                         (c)   the Arches.


      STERLING, POUNDS   The lawful currency of the United Kingdom.
      STERLING or L

      SUBORDINATION      The subordination agreement dated 1 April 2003 between
      AGREEMENT          the Bank, the Borrower and each Shareholder, in the
                         form of Schedule 7 hereto.

      SUPPLEMENTAL       The debenture to be entered into by the Borrower
      DEBENTURE          pledging:

                         (a)   the Arches;

                         (b)   the Insurance Proceeds Account; and

                         (c)   the Debt Service Reserve Account,

                         in favour of the Bank.

      TERM SHEET DATE    27 August, 2002.

      TAX                All present and future income, value added and other
                         taxes, levies, imposts, deductions, charges and
                         withholdings in the nature of taxes (other than taxes
                         on the profits of the Bank) whatsoever together with
                         interest thereon and penalties with respect thereto, if
                         any, and any payments made on or in respect thereof.

      TRANSACTION        The Finance Documents and the Project Documents.
      DOCUMENTS

      WHOLESALE          The rate per annum, as determined from time to time by
      INTEREST RATE      the Bank, to be the basic rate - before the application
                         of any margin - at which the Bank is willing to grant
                         loans in Sterling for a similar term as the A Loan and
                         the B Loan (as appropriate).

1.2  INTERPRETATION

     In this Agreement, unless the contrary intention appears, a reference to:

     (a)    "AMENDMENT" includes a supplement, notation or re-enactment and
            "AMENDED" is to be construed accordingly;



                                       16
<PAGE>
            "ASSETS" includes every kind of property, asset, interest, revenue
            or right of every description, including any present, future or
            contingent right to any revenues;

            "MONTH" or a period of one or more "MONTHS" means a period beginning
            in one calendar month and ending in the relevant calendar month on
            the day numerically corresponding to the day of the calendar month
            in which such period started, provided that:

            (i)    if such period started on the last Business Day in a calendar
                   month, or if there is no such numerically corresponding day,
                   such period shall end on the last Business Day in the
                   relevant calendar month; and

            (ii)   if such numerically corresponding day is not a Business Day,
                   such period shall end on the next following Business Day in
                   the same calendar month or if there is no such Business Day,
                   such period shall end on the preceding Business Day;

            (and "MONTHLY" shall be construed accordingly); and

            a "REGULATION" includes any regulation, rule, requirement, official
            directive, request or guideline (whether general or specific) and
            whether or not having the force of law of or issued by any authority
            of any kind.

     (b)    a provision of law is a reference to that provision as amended or
            re-enacted;

     (c)    the Table of Contents to and the headings in this Agreement shall
            not affect the interpretation of this Agreement and all references
            to Sections, sub-Sections, Schedules, Appendices or Exhibits are to
            Sections and sub-Sections of, and Schedules, Appendices or Exhibits
            to, this Agreement;

     (d)    words and defined terms denoting the singular number include the
            plural and vice versa;

     (e)    references to, or to a provision of, a document are references to it
            as amended or supplemented before or after the date of this
            Agreement but where this Agreement requires the prior consent of the
            Bank or the Borrower in connection with any such amendment or
            supplement, this sub-Section shall not affect such requirement;

     (f)    subject to the terms of this Agreement, any reference in this
            Agreement to the Bank or the Borrower shall include their respective
            successors and assigns;

     (g)    a time of day is a reference to London time; and

     (h)    the Schedules and Exhibits form an integral part of this
            Agreement.

2.   FACILITY



                                       17
<PAGE>
2.1  FACILITY

     Subject to the terms of this Agreement, the Bank agree to make the Facility
     available to the Borrower in an aggregate amount of up to sixty seven
     million pounds sterling (L67,000,000), which shall, at no time, exceed
     seventy per cent (70%) of the total Project Cost.

2.2  AVAILABILITY

     The Facility shall be made available by way of:

     (a)    financing principal, including the issuance of LCS and Facility
            Guarantees (not exceeding L62,000,000 (sixty two million pounds
            sterling); and

     (b)    Deferred Interest Advances.

3.   PURPOSE

3.1  A LOAN

     The Borrower shall use the A Loan wholly and exclusively for the following
     purposes:

     (a)    first, towards full and final discharge of the Existing Loan and
            payment of fees pursuant to Section 21 (Fees); and

     (b)    thereafter, for financing Approved Costs incurred in connection
            with the Project.

3.2  B LOAN

     The Borrower shall use the B Loan for the sole purpose of repayment of the
     A Loan.

3.3  NO DUTY TO MONITOR

     Without affecting the obligations of the Borrower in any way, the Bank has
     no duty to verify or monitor the purpose for which, or the person to whom,
     sums so advanced are actually paid.

4.   CONDITIONS PRECEDENT AND CONDITIONS SUBSEQUENT

4.1  DOCUMENTARY CONDITIONS PRECEDENT

     The obligations of the Bank to the Borrower under this Agreement are
     subject to the condition precedent that the Bank has received originals, or
     where appropriate, certified copies of all of the documents set out in
     Schedule 1 (Condition Precedent Documents) in form and substance
     satisfactory to the Bank.

4.2  FURTHER CONDITIONS PRECEDENT


                                       18
<PAGE>
     The obligations of the Bank to make each Advance to the Borrower are
     subject to the fulfilment, at the time of the making of (and after giving
     effect to) each such Advance, of each of the following further conditions
     precedent to the satisfaction of the Bank unless waived in writing by the
     Bank:

     (a)    no Event of Default or Potential Default shall have occurred and
            be continuing or may result from the making of the requested
            Advance;

     (b)    the representations and warranties of the Borrower hereunder shall
            be true and correct as if each such representation and warranty was
            made as of the date of the requested Advance except where expressed
            to be made as of an earlier date;

     (c)    the requested Advance would not cause the total of the Facility
            to be exceeded; and

     (d)    evidence satisfactory to the Bank that sufficient equity funding has
            been provided by the Shareholders such that, following the provision
            of the Advance to the Borrower, the total amount outstanding under
            the Facility shall not exceed seventy per cent (70%) of the Project
            Costs incurred by that date;

     (e)    in connection with the requested Advance, the Bank shall have
            received an Advance Request from the Borrower in the form of
            Schedule 11 (Form of Advance Request) (together with all
            certificates and attachments thereto) by no later than five (5)
            Business Days prior to the date of the requested Advance;

     (f)    the Bank shall have received Collateral Warranties signed by all
            sub-contractors who:

            (i)   have undertaken Construction Works prior to the date of
                  the Advance Request; and

            (ii)  will be undertaking Construction Works which will be
                  funded (in whole or in part) by the requested Advance; and

     (g)    in respect of the Advance of the B Loan, the Economic Completion
            Date shall have occurred.

4.3  CONDITIONS SUBSEQUENT

     The Borrower shall ensure that the conditions subsequent set out in
     Schedule 1 Part 2 (Conditions Subsequent) are fulfilled to the satisfaction
     of the Bank within sixty (60) days of the date of this Agreement.

5.   DRAWDOWN

5.1  AVAILABILITY PERIOD



                                       19
<PAGE>
     Subject to the terms of this Agreement:

     (a)    A Loan Advances will be made to the Borrower on any Business Day
            during the A Loan Availability Period, provided that:

            (i)    on Financial Close the Initial Advance shall be drawn in an
                   amount equal, at least, to the Existing Loan plus fees due
                   and payable in accordance with Section 21 (Fees); and

            (ii)   the aggregate amount of all Advances of the A Loan shall
                   not exceed L62,000,000 (sixty two million pounds
                   sterling); and

     (b)    the B Loan Advance will be made to the Borrower only on the Economic
            Completion Date in an amount equal to the outstanding A Loan
            Advances on such date, provided that the Borrower shall have
            complied with the procedure set out in section 5.2 (Advance Requests
            and Drawdown).

5.2  ADVANCE REQUESTS AND DRAWDOWN

     (a)    The Borrower shall submit a duly completed Advance Request to the
            Bank in the form of Schedule 11 (Form of Advance Request) (together
            with all certificates and attachments thereto) by no later than 11
            am, at least five (5) Business Days prior to the requested date for
            the Advance, specifying, inter alia:

            (i)    the requested date for the Advance, being a Business Day
                   during the Availability Period;

            (ii)   the purpose of such borrowing (which must be permitted by
                   Section 3 (Purpose)) and, if more than one, the relative
                   amounts to be applied for each purpose;

            (iii)  the amount of the requested Advance which shall be a
                   minimum of L500,000;

            (iv)   that all conditions precedent to the making of the Advance,
                   as set out in Sections 4.1 (Documentary Conditions Precedent)
                   and/or 4.2 (Further Conditions Precedent), as applicable,
                   shall be fully satisfied or waived, as of the relevant date;

            (v)    that the Bank's Project Monitor has confirmed:

                  (i)     that the Project Costs to be funded by the
                          requested Advance are supported by invoices and
                          that the Advance is required in order to meet these
                          costs;

                  (ii)    subject to Section 10.6 (Cancellation) on the basis of
                          Project Costs incurred to date and falling due in the
                          forthcoming




                                       20
<PAGE>
                          month according to the Construction Period
                          Budget, the total amount of all Advances (including
                          Deferred Interest Advances and the requested Advance)
                          does not exceed seventy per cent (70%) of such Project
                          Costs; and

                  (iii)   in the case of the requested issuance of an LC or
                          Facility Guarantee, that the liabilities to be secured
                          by such LC or Facility Guarantee have been properly
                          incurred by the Borrower in connection with the
                          Project.

     (b)    The Borrower may in an Advance Request, request the Bank to issue an
            LC or Facility Guarantee as part of the A Loan and the Bank will
            issue such LC or Facility Guarantee by delivering the same to, or to
            the order of, the beneficiary stated therein, provided that:

            (i)    the Bank will be under no obligation to issue an LC or
                   Facility Guarantee unless it approves the form and substance
                   of the relevant LC or Facility Guarantee and, for the
                   avoidance of doubt, no LC or Facility Guarantee will be
                   approved unless it has an expiry date which is on or before
                   the date which falls eighteen (18) months after the date of
                   this agreement;

            (ii)   the issue of each LC and Facility Guarantee shall, for so
                   long as they remain valid and outstanding, reduce the amount
                   available to be borrowed under the A Loan by the Outstanding
                   Liability Amount of such LC or Facility Guarantee; and

            (iii)  each issue of an LC or Facility Guarantee shall be subject to
                   payment by the Borrower to the Bank of commission standard at
                   the Bank for such LC or Facility Guarantee, which may be paid
                   by the Borrower by utilizing an Advance under the A Loan.

     (c)    Each Advance Request shall be irrevocable.

6.   REPAYMENT

6.1  A LOAN REPAYMENT

     The Borrower shall repay the full amount of the outstanding A Loan
     (together will all Financing Costs), in one payment on the A Loan Repayment
     Date.

6.2  B LOAN REPAYMENT

     The Borrower shall repay the B Loan in accordance with the repayment
     schedule attached as Schedule 9. This Schedule shall be updated by the Bank
     and delivered to the Borrower on the date of the Advance of the B Loan to
     reflect the repayments of the precise amount of such Advance.



                                       21
<PAGE>
6.3  LCS AND FACILITY GUARANTEES

     Any LC or Facility Guarantee in relation to which the Bank has made a
     payment, shall be repaid as part of the A Loan, in accordance with Section
     6.1 (A Loan Repayment).

7.   PREPAYMENT AND CANCELLATION

7.1  VOLUNTARY PREPAYMENT

     The Borrower may not prepay the Facility or any part thereof on or before
     the third anniversary of the date of Practical Completion (the "EARLIEST
     PREPAYMENT DATE") without obtaining the prior written consent of the Bank.
     Thereafter, the Borrower may prepay all or part of the A Loan or the B Loan
     on any Interest Payment Date, provided that:

     (a)    the Borrower shall have given to the Bank not less than thirty
            (30) days' prior written notice;

     (b)    the amount of any partial prepayment shall be at least one
            million pounds sterling (L1,000,000);

     (c)    all other sums then due and payable under this agreement shall
            have been paid; and

     (d)    the Bank shall otherwise be satisfied as to the terms on which
            the prepayment is made.

7.2  PREPAYMENT FEE

     In the event that the Borrower wishes to prepay all or any part of the A
     Loan or B Loan prior to the Earliest Prepayment Date, other than in
     accordance with Section 7.1 (Voluntary Prepayment) the Borrower will be
     required to pay the Bank an amount equal to three quarters of one percent
     (0.75%) per annum (or pro-rata for a part thereof) of the prepaid amount
     for the period from the date of prepayment until the third anniversary of
     the date of Practical Completion.

7.3  MANDATORY PREPAYMENT

     (a)    Upon the occurrence of a Prepayment Event, the Borrower shall, upon
            the last day of the Interest Period during which the Prepayment
            Event occurs, prepay the Advances.

     (b)    For the purposes of this Section 7.3 (Mandatory Prepayment) the term
            "PREPAYMENT EVENT" shall mean the occurrence of any of the
            circumstances requiring the Borrower to prepay any amounts in
            accordance with Section 15 (Illegality).

     (c)    Section 7.2 (Prepayment Fee) shall not apply to prepayments in
            accordance with this Section 7.3 (Mandatory Prepayment).



                                       22
<PAGE>
7.4  MISCELLANEOUS PROVISIONS

     (a)    Any prepayments under this Agreement shall be made together with
            accrued interest and all other amounts accrued and payable hereunder
            (including, without limitation, pursuant to Section 24
            (Indemnities)).

     (b)    Any notice of prepayment provided by the Borrower shall be
            irrevocable and shall specify the date fixed for prepayment, the
            aggregate principal amount of the Advances and the interest thereon
            and the Borrower's calculation of accrued interest and all other
            amounts (including, without limitation, pursuant to Section 24
            (Indemnities)) to be paid on the prepayment date.

     (c)    No prepayment or repayment is permitted except in accordance with
            the express terms of this Agreement.

     (d)    No amount prepaid under this Agreement may subsequently be
            re-borrowed.

     (e)    Any prepayment shall be applied against the Repayment Instalments in
            inverse order of maturity.

     (f)    The provisions of this Section 7.4 (Miscellaneous Provisions) shall
            apply to all prepayments under this Agreement, including pursuant to
            Sections 14 (Increased Costs) and 15 (Illegality).

8.   INTEREST

8.1  RATE OF INTEREST ON A LOAN

     The rate of interest on each Advance in respect of the A Loan, for each
     Interest Period, will be calculated as:

     (a)    the Wholesale Interest Rate;

     (b)    the A Loan Margin; and

     (c)    the Additional Cost Rate applicable to such Advance,

     provided that, the rate of interest on each Advance in respect of the A
     Loan shall in no event be less than the interest rate equal to LIBOR plus
     two and two-tenths of one per cent (2.2%).

8.2  RATE OF INTEREST ON B LOAN

     The rate of interest on the Advance in respect of the B Loan, for each
     Interest Period, will be calculated as:

     (a)    the Wholesale Interest Rate,



                                       23
<PAGE>
     (b)    the B Loan Margin; and

     (c)    the Additional Cost Rate applicable to such Advance,

     provided that, the rate of interest on the Advance in respect of the B Loan
     shall in no event be less than the interest rate equal to LIBOR plus one
     and eighty-five hundredths on one per cent (1.85%).

8.3  CALCULATIONS AND DUE DATES

     (a)    The Borrower shall pay interest on each Advance in arrears on each
            Interest Due Date in respect of such Advance.

     (b)    Interest shall accrue from day to day and shall be calculated on the
            basis of the actual number of days elapsed and a year of 360 days.

8.4  DEFAULT INTEREST

     (a)    If the Borrower fails to pay when due any amount payable by it
            hereunder, it shall forthwith on demand by the Bank pay interest on
            the overdue amount from the due date up to the date of actual
            payment (after as well as before judgment) at the rate determined by
            the Bank to be two (2) % per annum above the interest rate specified
            in Section 8.1 (Rate of Interest on A Loan) or Section 8.2 (Rate of
            Interest or B Loan), as applicable.

     (b)    The default rate will be determined by the Bank on each Business Day
            of the period in respect of which the default interest is payable.

     (c)    Interest payable under this Section 8.4 (Default interest) shall be
            calculated on the basis of the actual number of days elapsed and a
            360 day year and shall accrue from day to day. Such interest shall
            be capitalised on a weekly basis.

8.5  NOTIFICATION

     The Bank shall promptly notify the Borrower of the determination of each
     rate of interest under this Agreement.

8.6  CAPITALISATION OF INTEREST

     (a)    Notwithstanding Section 8.3 (Calculations and Due dates), prior to
            the First Interest Payment Date, interest on each Advance shall be
            capitalised on the relevant Interest Due Dates and shall be advanced
            on such Interest Due Date in the form of a Deferred Interest
            Advance.

     (b)    Each Deferred Interest Advance shall accrue interest at the Interest
            Rate applicable to such Advance calculated in accordance with
            Section 8.1 (Rate of Interest on A Loan).

9.   INTEREST PERIODS



                                       24
<PAGE>
9.1  DURATION

     (a)    The duration of each Interest Period of an Advance shall be three
            (3) months.

     (b)    If an Interest Period would otherwise end on a day which is not a
            Business Day, that Interest Period shall instead end on the next
            Business Day in that calendar month (if there is one) or the
            preceding Business Day (if there is not).

9.2  COMMENCEMENT

     The first Interest Period for each Advance shall commence on its Drawdown
     Date and each subsequent Interest Period relating to such Advance shall
     commence on the expiry of the preceding Interest Period for such Advance.

9.3  CONSOLIDATION

     Notwithstanding Section 9.1 (Duration):

     (a)    the first Interest Period relative to the Initial Advance shall
            commence on the Drawdown Date of such Advance and shall end on the
            first Quarter Date thereafter; and

     (b)    the first Interest Period relative to each Advance other than the
            Initial Advance shall commence on the Drawdown Date of such Advance
            and end on the last day of the Interest Period for the outstanding
            Advances, during which the Advance occurs.

9.4  COINCIDENCE WITH A LOAN REPAYMENT DATE AND FINAL MATURITY DATE

     (a)    If an Interest Period in relation to an Advance of the A Loan would
            otherwise overrun the A Loan Repayment Date, it shall be shortened
            so that it ends on the A Loan Repayment Date.

     (b)    If an Interest Period in relation to an Advance of the B Loan would
            otherwise overrun the Final Maturity Date, it shall be shortened so
            that it ends on the Final Maturity Date.

10.  LCS AND FACILITY GUARANTEES

10.1 PAYMENT UNDER LCS AND FACILITY GUARANTEES

     (a)    In the event that the Bank meets a claim or demand made under an LC
            or Facility Guarantee, the amount paid by it shall be treated, for
            all purposes hereunder, as being an Advance of the A Loan of an
            amount equivalent to the sum so paid by the Bank on the date of
            payment by the Bank.

     (b)    If the LC or Facility Guarantee is denominated in a currency other
            than Sterling, the amount actually paid by the Bank pursuant to such
            LC or Facility


                                       25
<PAGE>
            Guarantee shall be converted into Sterling on the basis of the
            Bank's Spot Rate of Exchange on the date of payment and the Advance
            of the A Loan pursuant to (a) above shall be equal to such amount.

10.2 INDEMNITY

     The Borrower will indemnify the Bank on demand and hold it harmless from
     and against all liabilities, losses, damages, costs, demands, claims and
     actions which the Bank may suffer or incur in connection with the issue or
     performance of any LC or Facility Guarantee and any claim or demand made
     thereunder or dispute or other matter relating thereto.

10.3 DIRECTION TO PAY

     The Borrower irrevocably directs the Bank to pay, without further
     confirmation or investigation from or by it, any demand appearing or
     purporting to be validly made pursuant to any LC or Facility Guarantee
     issued pursuant to this agreement. Where any LC or Facility Guarantee calls
     for the production of certificates or other documents, the Bank may assume,
     without investigation, that the certificates or documents tendered are
     fully signed by the person by whom they appear to be signed and are genuine
     and correct. The Bank shall be under no duty to check the identity, good
     standing or creditworthiness of any beneficiary of any LC or Facility
     Guarantee or to enforce any provision of any LC or Facility Guarantee, each
     of which will be issued without any representation or warranty on the part
     of the Bank and the Borrower agrees that it will at no time make any claim
     against the Bank or issue any proceedings against it in connection with the
     issue of, or any payment made under, an LC or Facility Guarantee.

10.4 NO IMPAIRMENT

     The Borrower's obligations under this Section 10 (LCS and Facility
     Guarantees) shall not be impaired by any waiver or time granted to or by
     the Bank in connection with any LC or Facility Guarantee, any defect in, or
     invalidity of, any LC or Facility Guarantee or any other circumstance which
     might otherwise impair such obligations.

10.5 SUBROGATION

     So long as any amount is or is capable of becoming outstanding by the
     Borrower under any Financing Document, the Borrower will not, by virtue of
     any Advance being made under Section 10.1 (Payment under LCS and Facility
     Guarantees) claim, exercise or become entitled to any right of subrogation,
     contribution or indemnity against any person in competition with the Bank
     in relation to any LC or Facility Guarantee.

10.6 MATURITY

     (a)    The Bank shall not issue any LC or Facility Guarantee pursuant to
            this Agreement which has a maturity or termination date which occurs
            later than the last day of the A Loan Availability Period.



                                       26
<PAGE>
     (b)    Upon the A Loan Repayment Date, any outstanding LC or Facility
            Guarantee shall be automatically cancelled and the provisions of
            Section 10.7 (Cancellation) shall apply.

10.7 CANCELLATION

     If an issued LC or Facility Guarantee is no longer required in relation to
     the Project and is cancelled and the original returned to the Bank, or if
     other evidence is provided to the Bank (such evidence to be in form and
     substance satisfactory to the Bank), that no liability exists a no
     circumstance can occur which may cause any liability to arise under the
     relevant LC or Facility Guarantee, then such LC or Facility Guarantee shall
     be treated as null and void and the amount of the A Loan then available
     shall be adjusted accordingly by the Bank.

11.  PAYMENTS

11.1 PLACE

     All payments by the Borrower to the Bank under this Agreement shall be made
     to the Facility Office, or at such office or bank as it may notify the
     Borrower for this purpose.

11.2 FUNDS

     Payments under this Agreement to the Bank shall be made for same day value
     by no later than 11.00 am on the due date, or at such times as the Bank may
     otherwise specify to the Borrower concerned as being customary at the time
     for the settlement of transactions in Sterling.

11.3 CURRENCY

     All amounts payable under this Agreement shall be paid in Sterling.

11.4 NO SET-OFF OR COUNTERCLAIM

     All payments made by the Borrower under this Agreement shall be made
     without set-off or counterclaim.

11.5 NON-BUSINESS DAYS

     (a)    If a payment under this Agreement is due on a day which is not a
            Business Day, the due date for that payment shall instead be the
            next Business Day in the same calendar month (if there is one) or
            the preceding Business Day (if there is not).

     (b)    During any extension of the due date for payment of any principal
            under this Section 11.5 (Non-Business Days) interest is payable on
            that principal at the rate payable on the original due date.

11.6 PARTIAL PAYMENTS




                                       27
<PAGE>
     (a)    If the Bank receives a payment insufficient to discharge all the
            amounts then due and payable by the Borrower under this Agreement,
            the Bank shall apply that payment towards the obligations of the
            Borrower under this Agreement in the following order:

            (i)    FIRST, in or towards payment pro rata of any unpaid fees,
                   costs and expenses of the Bank (or any receiver appointed
                   pursuant to the Security Documents on the application of the
                   Bank);

            (ii)   SECONDLY, in or towards payment pro rata of any Financing
                   Costs due but unpaid under this Agreement;

            (iii)  THIRDLY, in or towards payment pro rata of any Financing
                   Principal due but unpaid under this Agreement; and

            (iv)   FOURTHLY, in or towards payment pro rata of any other sum
                   due but unpaid hereunder.

     (b)    Section 11.6(a) above shall override any appropriation made by
            the Borrower.

12.  TAXES

12.1 GROSS-UP

     All payments by the Borrower hereunder shall be made without any deduction
     and free and clear of and without any deduction for or on account of any
     Taxes, except to the extent that the Borrower is required by law to make
     payment subject to any deduction or withholding of any Taxes. If any Tax or
     amounts in respect of Tax must be deducted, or any other deductions must be
     made, from any amounts payable or paid by the Borrower, the Borrower shall
     pay such additional amounts as may be necessary to ensure that the Bank
     receives a net amount equal to the full amount which it would have received
     had payment not been made subject to Tax or other deduction.

12.2 NOTIFICATION

     If, at any time, the Borrower becomes aware that any deduction or
     withholding is or will be required, it shall promptly notify the Bank and
     supply details of such requirements.

13.  MARKET DISRUPTION

13.1 MARKET DISRUPTION

     If:

     (a)    there shall be no objective possibility for the Bank to finance
            itself in Sterling in respect of any Advance about to be made or in
            a forthcoming Interest Period; or



                                       28
<PAGE>
     (b)    by reason of circumstances affecting the London interbank market,
            adequate and fair means do not exist for ascertaining LIBOR for that
            Advance or Interest Period.

     then the Bank shall promptly notify the Borrower that this Section 13
     (Market Disruption) is in operation.

13.2 SUSPENSION OF ADVANCES

     If a notification under Section 13.1 (Market Disruption) applies to an
     Advance which has not been made, that Advance shall not be made. However,
     on receipt of the notification, the Borrower and the Bank shall enter into
     negotiations for a period of not more than thirty (30) days with a view to
     agreeing an alternative basis for the borrowing of that Advance.

13.3 ALTERNATIVE BASIS FOR OUTSTANDING ADVANCES

     (a)    If a notification under Section 13.1 (Market Disruption) applies to
            an Advance which is outstanding, then on receipt of the
            notification, the Borrower and the Bank shall enter into
            negotiations for a period of not more than thirty (30) days with a
            view to agreeing an alternative basis for determining the rate of
            interest or funding or both applicable to that Advance.

     (b)    If no alternative basis is agreed (and the relevant circumstances
            are continuing at the end of the thirty day negotiation period),
            the Bank shall, on or before the last day of the Interest Period
            to which the notification relates, certify an alternative
            interest rate and interest period for that Advance representing
            the Bank's costs of funds for its Participation in the Advance
            plus the Margin or require prepayment of such Advance together
            with interest thereon on the next Interest Due Date. The
            prepayment fee provided in clause 7.2 shall not apply to such
            prepayment.

     (c)    Each alternative basis determined in accordance with this Section
            13.3 (Alternative basis for outstanding Advances) shall be binding
            on the Borrower and the Bank and treated as part of this Agreement.

13.4 REVIEW

     So long as any alternative basis for the ascertaining of the interest rate
     or funding is in force, the Bank and the Borrower shall from time to time,
     but not less than monthly, review whether or not the circumstances referred
     to in Section 13.1 (Market Disruption) still prevail with a view to
     returning to the original provisions of this Agreement. Upon any return to
     the normal provisions of this Agreement, the Advances shall be continued
     for an Interest Period expiring on the next Interest Due Date that would
     have applied pursuant to Section 9 (Interest Periods) if the provisions of
     this Section 13 (Market Disruption) had not been operating.

14.  INCREASED COSTS



                                       29
<PAGE>
14.1 INCREASED COSTS

     (a)    Subject to Section 14.2 (Exceptions), the Borrower shall forthwith
            on demand by the Bank pay to the Bank the amount of any increased
            cost incurred by it as a result of:

            (i)    the introduction of, or any change in, or any change in
                   the interpretation or application of, any Applicable Law;
                   or

            (ii)   compliance with any Applicable Law made after the date of
                   this Agreement,

            (including any Applicable Law relating to taxation, or reserve
            asset, special deposit, cash ratio, liquidity or capital adequacy
            requirements or any other form of banking or monetary control).

     (b)    Any demand made by the Bank under this Section 14.1(Increased Costs)
            shall be contained in a certificate which shall be conclusive and
            which shall include a computation of the relevant amount in
            reasonable detail.

            In this Agreement "INCREASED COST" means:

            (i)    an additional cost incurred by the Bank or any of its
                   Affiliates as a result of it having entered into, or
                   performing, maintaining or funding its obligations under, any
                   Finance Document; or

            (ii)   that portion of any additional cost incurred by the Bank or
                   any of its Affiliates in making, funding or maintaining all
                   or any advances comprised in a class of advances formed by or
                   including the Bank's participations in any Advance made or to
                   be made under this Agreement as is attributable to the Bank
                   making, funding or maintaining those participations; or

            (iii)
                   the amount of any payment made by the Bank or any of its
                   Affiliates, or the amount of any interest or other return
                   foregone by the Bank or any of its Affiliates, calculated by
                   reference to any amount received or receivable by the Bank or
                   any of its Affiliates from any other Party under this
                   Agreement.

14.2 EXCEPTIONS

     Section 14.1 (Increased costs) does not apply to any increased cost:

     (a)    compensated for under Section 12 (Taxes); or

     (b)    attributable to any change in the rate of, or change in the basis of
            calculating Tax on the overall net income of Bank the Bank (or the
            overall net income of




                                       30
<PAGE>
            a division or branch of the Bank) imposed in the jurisdiction in
            which its principal office or Facility Office is situated.

15.  ILLEGALITY

     If it is or becomes unlawful for the Bank to give effect to any of its
     obligations as contemplated by this Agreement or to exercise its rights
     under this Agreement, then the Bank may notify the Borrower accordingly;
     and

     (a)    the Borrower shall forthwith prepay the Advances together with all
            accrued interest and other amounts payable by it to the Bank under
            this Agreement (including, without limitation, pursuant to Section
            24 (Indemnities) subject to the Borrower having the benefit of any
            transitional period that may be provided by applicable law; and

     (b)    the unfunded portion of the Facility will forthwith be cancelled.

16.  REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Bank that:

16.1 STATUS

     The Borrower and each Obligor is duly incorporated with limited liability
     and validly existing under the laws of its jurisdiction of incorporation,
     with power and authority to own assets and to carry on its business as now
     being conducted.

16.2 POWER AND AUTHORITY

     (a)    The Borrower and each Obligor has all requisite corporate power and
            authority to execute and deliver the Transaction Documents to which
            it is or will be a party and to carry out and perform its
            obligations under such Transaction Documents and to consummate the
            transactions contemplated hereby and thereby.

     (b)    All corporate action on the part of the Borrower and each Obligor,
            their respective directors, and shareholders necessary for the
            authorisation, execution and delivery of the Transaction Documents
            to which they are or will be a party and the performance of all of
            their respective obligations thereunder have been taken.

16.3 LEGAL VALIDITY

     Each Transaction Document to which the Borrower and each Obligor is or will
     be a party constitutes, or when executed in accordance with its terms will
     constitute, its legal, valid and binding obligation enforceable in
     accordance with its terms.

16.4 NON-CONFLICT



                                       31
<PAGE>
     The Borrower and each Obligor's entry into the Transaction Documents to
     which it is or will be a party and the performance of the transactions
     contemplated thereby do not and will not:

     (a)    conflict in any respect with any law or regulation or judicial or
            official order; or

     (b)    conflict with its constitutional documents;

     (c)    conflict with any document which is binding upon it; or

     (d)    result in the creation or enforcement of any Security Interest
            upon any of its properties or assets.

16.5 NO DEFAULT

     (a)    No Default is outstanding or might result from the making of any
            Advance;

     (b)    No other event or circumstance is outstanding which constitutes (or
            with the giving of notice, lapse of time, determination of
            materiality or the fulfilment of any other applicable condition or
            any combination of the foregoing, might constitute) a default under
            any document which is binding on it which could reasonably be
            expected to have a Material Adverse Effect.

     (c)    No Obligor is in breach of the terms of any Transaction Document in
            a manner which could reasonably be expected to have a Material
            Adverse Effect.

16.6 PROJECT PERMITS

     (a)    All Project Permits (other than those set out in Schedule 10)
            required in connection with the entry into, performance, validity
            and enforceability of the Transaction Documents and the
            transactions contemplated by the Transaction Documents or
            otherwise in connection with the operation of the Borrower's
            business have been obtained or effected and are in full force and
            effect and no steps have been taken to revoke or cancel any
            Project Permit obtained or effected.

     (b)    The Borrower has not received any notice of, and is not aware of any
            other reason why, any Project Permit not yet required but that may
            be required in accordance with the provisions of the Transaction
            Documents or otherwise in connection with its business will not be
            obtained or effected.

16.7 LITIGATION

     (a)    No litigation, arbitration or administrative proceedings are
            current, pending or, to the best of the Borrower's knowledge,
            threatened against or affecting the Borrower or, to the best of
            the Borrower's knowledge, current, pending or threatened against
            any other party to any Transaction Document, or any of the
            Borrower's or their respective properties, revenues or assets or
            the Project or




                                       32
<PAGE>
            the Site which in any single case or taken together, could have a
            Material Adverse Effect.

     (b)    There is no injunction, writ, preliminary restraining order or any
            order of any nature issued by an arbitrator, court or other
            Governmental Authority directing that any of the material
            transactions provided for in any of the Transaction Documents or not
            be consummated as herein or therein provided.

     (c)    Neither the Borrower nor any Obligor is in default with respect to
            any writ, order, decree, injunction or other decision of any
            Governmental Authority which in any single case or taken together,
            could have a Material Adverse Effect.

16.8 FINANCIAL STATEMENTS

     The audited financial statements of the Borrower and each Obligor most
     recently furnished to the Bank:

     (a)    have been prepared in accordance with generally accepted
            accounting principles, save as specified therein;

     (b)    have been audited by the Auditors; and

     (c)    fully and fairly represent the financial condition and state of
            affairs of the Borrower and each Obligor as at the date to which
            they were drawn up and for the periods specified therein and the
            results of their respective financial operations during such period,
            and there has been no change in the financial condition of:

            (i)    the Borrower; or

            (ii)   any Obligor that has had or is reasonably likely to have a
                   Material Adverse Effect, since the date to which those
                   financial statements were drawn up.

16.9 TAXES

     (a)    The Borrower and each Obligor has filed or caused to be filed all
            Tax returns which are required to be filed by the Borrower and
            has paid all Taxes due and payable with respect to such returns
            or on any assessments made against it or any of its property
            (other than any Taxes the amount or validity of which are
            currently being contested by the Borrower or any Obligor (as
            applicable) in good faith and by appropriate proceedings and in
            respect of which an adequate reserve has been established).

     (b)    No claim is being asserted with respect to any Tax, and there are no
            material questions or disputes pending or, to the Borrower's or each
            Obligor's best knowledge, threatened by any Governmental Authority
            with respect to any Tax.



                                       33
<PAGE>
     (c)    The Borrower and each Obligor has paid, or has provided adequate
            reserves (in the good faith judgement of the management of the
            Borrower and each Obligor) for the payment of all Taxes applicable
            for all prior fiscal years and for the current fiscal year.

     (d)    Any breach of (a) - (c) above in relation to an Obligor shall only
            constitute a breach where in a single case or in the aggregate, such
            breach constitutes a Material Adverse Effect.

16.10 WINDING -UP

     To the best knowledge of the Borrower (after due enquiry with each
     Obligor), no proceedings for the bankruptcy, winding up, insolvency, or
     reorganisation of or for any moratorium or scheme of arrangement or any
     other similar proceedings relating to the Borrower or any Obligor are
     pending before a court in a competent jurisdiction and, if made final by
     court order, may have a Material Adverse Effect.

16.11 TITLE AND OWNERSHIP

     The Borrower has good and marketable title to the Hotel and all its other
     rights and assets free and clear of all Security Interests (other than
     Permitted Security Interests) and does not own any assets or property other
     than those used in connection with the Project and the operation of the
     Hotel.

16.12 NO OTHER BUSINESS

     (a)    The Borrower has not:

            (i)    engaged in any business or activities, either alone or in
                   partnership or joint venture other than the design,
                   development, construction, financing, ownership (to the
                   extent relevant), use, operation and maintenance of the
                   Project; or

            (ii)   incurred any liabilities other than in connection with its
                   participation in the transactions contemplated by the
                   Transaction Documents.

     (b)    The Borrower has no subsidiaries (other than the Operator, Albert
            Hotel Holding Ltd. and Albert Hotel Ltd.) and owns no equity
            interest in any other Person.

16.13 CAPITALISATION

     (a)    The Borrower has an authorised share capital of E90,000 divided into
            90,000 ordinary shares of E1 each, none of which is subject to any
            Security Interest other than those created by the Security
            Documents.

     (b)    The Borrower has issued 18,000 ordinary shares, which are owned
            as follows:



                                       34
<PAGE>
            (i)    BEA Hotels N.V. owns 8,100 ordinary shares;

            (ii)   EuroSea Hotels N.V. owns 8,100 ordinary shares;_and

            (iii) Park Plaza Hotel Europe Limited owns 800 ordinary shares.

     (c)    The Borrower does not have outstanding any securities convertible
            into or exchangeable for its share capital or any rights to
            subscribe for or to purchase, or any options, warrants or other
            rights to acquire share capital or securities convertible into or
            exchangeable or exercisable for share capital, or any agreements,
            arrangements or understandings providing for the issuance
            (contingent or otherwise) of, or any calls, commitments or claims
            of any character relating to, its share capital.

16.14 TRANSACTION DOCUMENTS

     (a)    The copies of the Transaction Documents which the Borrower and each
            other relevant Person has delivered to the Bank are true, correct
            and complete copies of those documents which include all amendments,
            exhibits, schedules, attachments and disclosure letters referred to
            therein or delivered pursuant thereto, if any.

     (b)    Other than the Transaction Documents, there are no other material
            agreements concerning the Project to which the Borrower is a party.

     (c)    No event has occurred or circumstances arisen whereby any
            Transaction Document could be terminated or a party to a Transaction
            Document could be subject to any penalty.

16.15 NO FORCE MAJEURE

     The Borrower is not aware of any continuing event of force majeure as
     defined in or contemplated by any of the Transaction Documents.

16.16 PROJECT BUDGETS

     (a)    Each of the the Construction Period Budget, Operating Budget and
            each other projection or budget furnished to the Bank by or on
            behalf of the Borrower:

            (i)    is based on reasonable assumptions and projections as to
                   all legal and factual matters material to any estimates
                   included therein;

            (ii)   is consistent with the provisions of the Transaction
                   Documents in all material respects;

            (iii)  has been prepared in good faith and with due care after
                   careful and proper consideration and enquiry;



                                       35
<PAGE>
            (iv)   fairly represents the Borrower's expectations as to the
                   matters covered therein;

            (v)    takes due account of all Applicable Laws as they apply for
                   the time being, where such Applicable Laws are material to
                   any estimates included therein; and

            (vi)   takes into account all other facts and circumstances
                   affecting the Project, where such facts and circumstances are
                   material to any estimates included therein.

     (b)    The Construction Period Budget and each other cash flow and other
            projection or budget provided prepared by or on behalf of the
            Borrower accurately specifies all costs and expenses incurred by
            the Borrower and the Borrower's best estimate of all costs and
            expenses anticipated by it to be incurred by it prior to the
            Economic Completion Date (in the case of the Construction Period
            Budget) and during the relevant period (in the case of each other
            relevant cash flow or other projection or budget) to construct,
            operate and finance the construction and operation of the Project
            in the manner contemplated by the Transaction Documents.

     (c)    The arithmetic and methodology of all calculations contained in the
            the Construction Period Budget, the Operating Budget or any other
            projection or budget prepared by or on behalf of the Borrower are
            correct and in keeping with best professional practice in all
            material respects.

16.17 INTELLECTUAL PROPERTY

     The Borrower owns or has the right to use or will, before the Economic
     Completion Date, have the right to use by no later than the date upon which
     it is required for the Project pursuant to the Transaction Documents or
     otherwise, all Intellectual Property Rights and has obtained assignments of
     all leases and other rights of whatever nature necessary for the conduct of
     its business and the development, commencement, execution, construction,
     completion and operation and maintenance of the Project.

16.18 SECURITY AND COLLATERAL

     (a)    Each Security Document confers the Security Interests it purports
            to confer over all of the Collateral referred to in such Security
            Document and those Security Interests are first ranking, not
            subject to any prior or pari passu Security Interests (other than
            Permitted Security Interests) and are not liable to avoidance due
            to any (i) bankruptcy, winding-up, composition or any other
            similar insolvency proceedings for the reorganisation of the
            affairs of the Borrower; or (ii) any other similar act or
            circumstance of the Borrower on the date of execution of the
            relevant Security Document.

     (b)    Other than the Security Interests created or purported to be created
            under the Security Documents and Permitted Security Interests, there
            are no other




                                       36
<PAGE>
            Security Interests covering the Project, the Site or the Collateral
            and no obligations to create any such Security Interests.

     (c)    The Security Documents have been duly filed, recorded and/or
            registered in each office and in each jurisdiction where required to
            create, perfect and maintain in full force and effect all Security
            Interests under the Security Documents.

     (d)    Except as expressly stated in the Finance Documents:

            (i)    the Borrower is the sole legal and beneficial owner of the
                   Collateral;

            (ii)   there subsists no breach or failure to comply with the
                   requirements of any Applicable Law which affects or which
                   could reasonably be expected to affect materially the value
                   of the Collateral or the rights of the Finance Parties with
                   respect to the Security Interests therein;

            (iii)  there are no covenants, agreements, stipulations,
                   reservations, conditions, interests, rights or other matters
                   whatsoever which adversely affect the Collateral or its
                   assignability;

            (iv)   the Borrower has received no notice of any adverse claim
                   by any Person in respect of the ownership of the
                   Collateral or any interest in it; and

            (v)    all the buildings and other immovable property located on the
                   Site are in all material respects in good and substantial
                   repair.

16.19 PARI PASSU RANKING

     The Borrower's obligations (to the extent, if any, they are not secured)
     under the Finance Documents rank and will rank at least pari passu with all
     its unsecured obligations, except for obligations mandatorily preferred by
     applicable law.

16.20 ENVIRONMENT

     (a)    The Borrower is in full compliance with all applicable Environmental
            Laws and Environmental Licences.

     (b)    Neither the Site nor the Project (nor any other property with
            respect to which the Borrower has retained or assumed liability
            either contractually or by operation of Applicable Law) contains
            or has been affected by any dangerous substance and there are no
            other circumstances that are likely to prevent or interfere with
            the Borrower's and the Project's compliance with all applicable
            Environmental Laws and Environmental Licences or give rise to an
            Environmental Claim, which circumstances, have had or are
            reasonably likely to have a Material Adverse Effect.

16.21 INSURANCE



                                       37
<PAGE>
     All Insurances are or, at the time they are required to be maintained or
     effected, will be, in full force and effect and no event or circumstance
     has occurred, nor has there been any omission to disclose a fact, which
     would in either case entitle any insurer to avoid or otherwise reduce its
     liability under any policy relating to the Insurances.

16.22 ACCURACY OF REPRESENTATIONS

     (a)    Each of the representations and warranties herein is true and
            correct and none of them omits any matter necessary to make such
            representation not misleading in any material respect.

     (b)    The rights and remedies of the Bank in relation to any
            misrepresentations or breach of warranty on the part of the
            Borrower shall not be prejudiced by any investigation by or on
            behalf of the Bank into the affairs of the Borrower, by the
            execution, delivery or performance of any other Transaction
            Document or by any other act or thing which may be done by or on
            behalf of the Bank or any of them in connection with any
            Transaction Document.

16.23 REPETITION

     The representations and warranties set out in this Section 16
     (Representations and Warranties):

     (a)    are made on the date hereof;

     (b)    shall survive the execution hereof, the date of Financial Close,
            the cancellation of any Commitments and the making and repayment
            of each Advance; and

     (c)    will be deemed to be repeated on the date of the giving of each
            Advance Request, on each Drawdown Date and on the first day of each
            Interest Period,

     as if each such representation and warranty was made as of such time with
     reference to the facts and circumstances then subsisting, except where any
     such representation or warranty is expressed to be made as of an earlier
     date, it shall be deemed to be repeated with reference to the facts and
     circumstances existing at such earlier date.

17.  COVENANTS AND UNDERTAKINGS

     The Borrower hereby makes the following covenants and undertakings to the
     Bank.

17.1 FINANCIAL STATEMENTS AND INFORMATION

     (a)    The Borrower shall provide to the Bank (each, in two (2) copies):

            (i)    as soon as available but, in any event, by no later than
                   120 days from the end of the relevant financial year
                   (other than in the case of Guarantors, which shall be 180
                   days from the end of each relevant financial year),
                   audited annual financial statements of the Borrower,




                                       38
<PAGE>
                   each Guarantor and the Operator, including a balance sheet
                   and the related statements of operating income, retained
                   earnings, cash flow and profit and loss, together with the
                   auditors report thereon, all of which shall be in form and
                   substance satisfactory to the Bank.

            (ii)   as soon as available but, in any event, by no later than
                   90 days from the end of each half-year (i.e. 30 June and
                   31 December each year) - other than in the case of the
                   Guarantors, which shall be 120 days from the end of each
                   half year - , reviewed, but not audited, financial
                   statements of the Borrower, each Guarantor and the
                   Operator for such six-month period including a balance
                   sheet and related statements of income, retained earnings,
                   cash flow and profit and loss, all of which shall be in
                   form and substance satisfactory to the Bank, all of which
                   shall be in form and substance satisfactory to the Bank.

     (b)    The Borrower shall provide to the Bank, promptly after the
            Borrower's receipt thereof, a copy of any "management letter" or
            other similar communication received by the Borrower from the
            Borrower's Auditors in relation to the Borrower's financial,
            accounting or other systems, management or accounts.

     (c)    Together with the financial statements referred to in (a) above, a
            certificate signed by a director of the Borrower certifying that, as
            at the date of such certificate, no Event of Default or Potential
            Default has occurred and is continuing.

17.2 PROJECT BUDGETS

     (a)    The Borrower shall supply to the Bank as soon as practicable (and
            in any event, at least 30 days prior to the end of each financial
            year), a Construction Period Budget or Operating Budget, as
            appropriate, for the Borrower for the forthcoming financial year,
            including the assumptions made in preparing such budget and,
            where such budget contains any adverse variation from any
            previous forecast, an explanation of such variation.  The
            Construction Period Budget shall be supplied to the Bank's
            Project Monitor at the same time as the Bank.

     (b)    Each Construction Period Budget or Operating Budget shall contain
            complete, fair and accurate estimates (by principal components)
            of operating costs, Debt Service and the status of each of the
            Accounts for each month covered by such Budget based on the
            Borrower's best projections at such time. From time to time, the
            Borrower may propose amendments to the current Budget, and the
            Bank may reject such proposal within thirty (30) Business Days
            from the date the Borrower submits such proposal if in the
            opinion of the Bank, such amendment is not beneficial for the
            operation of the Project and, if no such rejection is made, such
            amendments shall become effective.  An increase in the Budget
            solely in order to meet increased costs proportionate to
            increased room occupancy shall not be deemed an amendment for the
            purposes of this Section 17.2(b).



                                       39
<PAGE>
17.3 CONSTRUCTION REPORTS

     During the Construction Period, the Borrower shall supply to the Bank and
     the Bank's Project Monitor as soon as practicable (and in any event, at
     least 15 days after the end of each month), for each month prior to Project
     Completion, a progress report on the Project in form and substance
     satisfactory to the Bank and including:

     (a)    details of the progress of the Construction Works;

     (b)    comparison of the progress of the Construction Works against the
            timetable represented to the Bank by the Borrower ;

     (c)    review of the forecast Construction Works for the following month;

     (d)    review of any changes to the Construction Works requested or
            carried out;

     (e)    any information indicating that the timetable for the
            Construction Works will not be met; and

     (f)    details of any anticipated cost overruns.

17.4 OPERATION REPORTS

     (a)    During the Operating Period, the Operator shall supply to the Bank
            as soon as practicable (and in any event, at least 15 days after the
            end of each month), for each month, a copy of the monthly hotel
            operating accounts of the Borrower and/or Operator (as applicable).

     (b)    As soon as they are available, copies of all documents and
            information provided by Park Plaza Hotels Europe Limited to the
            Operator pursuant to the hotel management agreement.

17.5 PROJECT NOTICES

     Immediately upon receipt or despatch thereof, the Borrower shall and shall
     procure that the Operator shall provide the Bank with copies of all
     notices, filings, reports, demands, claims, amendments or waivers provided
     under or in connection with any Transaction Document or any Project Permit.

17.6 OTHER INFORMATION

     (a)    The Borrower shall provide the Bank, forthwith upon receipt thereof,
            with details of any Security Interest becoming enforceable over any
            of the Collateral and any information which is required to create,
            maintain, perfect and protect the Security Interests under the
            Security Documents in favour of the Bank .

     (b)    At the request of the Bank, the Borrower shall provide the Bank with
            copies of all Project Permits required at the relevant time under
            any Applicable Law to




                                       40
<PAGE>
            enable it to perform its obligations under, or required at the
            relevant time for the validity or enforceability of, the Transaction
            Documents.

     (c)    The Borrower shall notify the Bank in writing, promptly upon but in
            any event within seven (7) days of becoming aware of them, of
            details of any proposed material change in the nature or scope of
            the Project or the Site or the business or operations of the
            Borrower.

     (d)    Upon becoming aware that, as of the date that any written
            information was supplied by or on behalf of the Borrower or any
            Obligor to the Bank, such written information:

            (i)   was misleading or incorrect in any material respect; or

            (ii)  might have had the effect of varying any of the Transaction
                  Documents, the Borrower shall promptly notify the Bank
                  thereof.

17.7 LITIGATION

     (a)    Immediately upon becoming aware thereof, the Borrower shall and
            shall procure that each Obligor shall notify the Bank and shall
            provide copies of documents or items relating to details of any
            arbitration, claim, suit, litigation, demand, proceeding,
            complaint, assessment, lien, injunction, order, judgement, notice
            of non-compliance or violation, investigation or other action by
            the Contractor, each Obligor, any Governmental Authority or third
            party which is pending or, to the Borrower's knowledge,
            threatened against the Borrower or any Obligor which may affect
            the Project (a "CLAIM") and, together, in the case of litigation
            to which the Borrower is party, with details of how the Borrower
            proposes to conduct the litigation, arbitration or proceedings or
            otherwise resolve the dispute in question provided that this
            clause shall only apply:

            (i)    in relation to the Borrower, in respect of a Claim or
                   series of Claims in excess of GBP 500,000;

            (ii)   in relation to the Operator, in respect of a Claim or
                   series of Claims in excess of GBP 100,000; and

            (iii)  in relation to an Obligor, in respect of a Claim or series of
                   Claims which may have a Material Adverse Effect.

     (b)    The Borrower will and shall procure that each Obligor and the
            Contractor will make all filings and responses to any Claim in a
            timely manner and will pursue all remedies and appeals, defend its
            rights and properties with diligence and take all lawful action to
            avoid anything which, in the judgement of the Bank, has had or is
            reasonably likely to have a Material Adverse Effect.

17.8 DEFAULT



                                       41
<PAGE>
     Immediately upon becoming aware thereof, the Borrower shall and shall
     procure that the Operator shall notify the Bank of details of any actual or
     alleged Default.

17.9 INSURANCE

     Immediately upon becoming aware thereof, the Borrower shall and shall
     procure that the Operator shall notify the Bank and the Bank's Insurance
     Adviser of details of any claims, renewals or reports made under or in
     connection with any of the Insurances.

17.10 DAMAGE

     Immediately upon becoming aware thereof, the Borrower shall and shall
     procure that the Operator shall notify the Bank of details of any damage to
     or destruction of property relevant to the Project.

17.11 ENVIRONMENTAL MATTERS

     (a)    Immediately upon becoming aware thereof, the Borrower shall and
            shall procure that the Operator shall notify the Bank of details
            of any non-compliance with any Environmental Law or Environmental
            Licence of which it is aware, of any Environmental Claim or of
            any material safety hazard or risk (or any event, condition or
            circumstance that could form the basis of an Environmental Claim
            or safety risk or hazard) with respect to the Borrower, the
            Project or the Site or any portion thereof or any Person party to
            any Project Document, or any suspension, revocation or
            modification of any Environmental Licence.

     (b)    The Borrower shall comply fully, and will cause all other Persons
            occupying, using or present at the Project to comply fully with:

            (i)    all applicable Environmental Laws; and

            (ii)   the terms and conditions of all Environmental Licences
                   applicable to the Borrower or such Person,

            and for this purpose will implement procedures to monitor compliance
            and contain liability in accordance with its obligations under the
            Transaction Documents.

     (c)    The Borrower will promptly take all actions and pay or cause to be
            paid all costs necessary to comply with all Environmental Laws and
            eliminate any material risk to human health or property or the
            environment.

     (d)    At the request of the Bank, the Borrower shall cause an
            environmental assessment and audit of the Project and the Site to be
            conducted to confirm the Borrower's compliance with this Section
            17.11 (Environmental Matters). The Borrower agrees to cooperate
            fully with the Bank and its agents in connection with any such
            assessment or audit and to pay the cost thereof.



                                       42
<PAGE>
17.12 GENERAL

     The Borrower shall and shall procure that the Operator shall provide to the
     Bank such other information or documents (financial or otherwise) as the
     Bank may request.

17.13 FORM OF INFORMATION

     All financial statements, reports and projections required shall be
     prepared in accordance with generally accepted accounting principles and
     shall fairly and accurately represent the financial condition of the
     Borrower.

17.14 ACCESS TO PROJECT

     The Borrower shall procure that the Bank and the Banks' Project Monitor
     shall be allowed, upon reasonable notice, to visit any of the properties of
     the Borrower and to view the Project, the technical and statistical data,
     financial statements, records and other data in the possession or control
     of the Borrower with respect to the Project, to discuss the affairs,
     finances and the financial statements of the Borrower with and to be
     advised as to the same by the officers of the Borrower, and to take copies
     of any documents inspected.

17.15 RECORDS

     (a)    The Borrower shall and shall procure that the Operator shall, at
            its expense, keep and maintain in a manner adequate to reflect
            truly and fairly the financial condition and results of
            operations of the Borrower (including the progress of the
            Project) and in accordance with generally accepted accounting
            principles and all Applicable Laws, up to date statutory books,
            books of account, bank statements and other records of the
            Borrower. The Borrower shall maintain adequate management
            information and cost control systems.

     (b)    The Borrower will at all times cause a complete set of the current
            and (when available) as-built plans (and all supplements thereto)
            relating to the Project to be maintained at the Borrower's main
            office for inspection by the Bank and any employees or advisors of
            the Bank.

17.16 MAINTENANCE OF EXISTENCE

     (a)    The Borrower shall at all times preserve and maintain in full
            force and effect:

            (i)    its existence as a special purpose company with limited
                   liability under the Applicable Laws of the Netherlands;

            (ii)   all powers, rights, privileges and franchises necessary
                   for the development, construction, maintenance and
                   operation of the Project and the maintenance of its
                   existence; and

            (iii)  good and marketable title to its properties and assets
                   (including the Collateral).



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<PAGE>
     (b)    The Borrower shall not engage in any other business or activities
            (either alone or with any other Person) other than those directly
            related to the Project.

17.17 PROJECT PERMITS

     (a)    The Borrower shall, and shall procure that the Contractor and
            Operator shall, obtain or cause to be obtained (at the relevant
            time) all Project Permits required to commence, construct,
            execute, finance, operate and maintain the Project in accordance
            with the provisions of the Transaction Documents and all
            Applicable Laws and to perform its obligations under the
            Transaction Documents, and will comply with all such Project
            Permits and all Applicable Laws relating thereto.

     (b)    Each such Project Permit shall be duly obtained, validly issued, in
            full force and effect and not subject to appeal and free from
            conditions or requirements which are not reasonably expected to be
            satisfied by the date they are required to be satisfied pursuant to
            the terms of such Project Permit.

     (c)    The Borrower shall ensure that each of the Borrower, the Contractor
            and the Operator has or at the relevant time will have all rights
            necessary to commence, execute, implement, design, build, finance,
            operate, complete and maintain the Project (including, without
            limitation, all Intellectual Property Rights and all necessary
            rights of access, entry, and exit to and from the Site).

17.18 PARI PASSU RANKING

     The Borrower shall procure that its obligations under the Finance Documents
     do and will rank, at least pari passu as to priority of payment with all
     its other present and future obligations, except for obligations
     mandatorily preferred by law applying to companies generally.

17.19 NEGATIVE PLEDGE

     The Borrower shall not, and shall procure that the Operator shall not
     create, or permit to subsist, any Security Interest over any of its present
     or future assets, other than Permitted Security Interests.

17.20 SECURITY

     (a)    The Borrower shall, and shall procure that the Operator shall,
            defend the Collateral or cause the Collateral to be defended
            against, and shall take, at its expense, any action necessary to
            remove any Security Interest (other than Permitted Security
            Interests) over any of its present or future assets or the
            Collateral, and shall defend the right, title and interest of the
            Bank in and to any such asset or Collateral against the claims
            and demands of all other Persons.



                                       44
<PAGE>
     (b)    The Borrower will perfect and maintain all Security Interests
            created under the Security Documents in favour of the Bank and will
            effect all registrations or notifications relating thereto that are
            required or advisable in order to perfect or maintain such Security
            Interests.

17.21 TRANSACTIONS SIMILAR TO SECURITY

     Neither the Borrower nor the Operator shall:

     (a)    sell, transfer or otherwise dispose of any of its assets on terms
            whereby it is or may be leased to or re-acquired or acquired by
            it or any of its related entities; or

     (b)    sell, transfer or otherwise dispose of any of its receivables on
            recourse terms, except for the discounting of bills or notes in the
            ordinary course of trading,

     in circumstances where the transaction (if in excess of seventy thousand
     pounds sterling) is entered into primarily as a method of raising finance
     or of financing the acquisition of an asset otherwise than pursuant to the
     Security Documents.

17.22 DISPOSALS

     (a)    The Borrower shall not and shall procure that the Operator shall
            not either in a single transaction or in a series of
            transactions, whether related or not and whether voluntarily or
            involuntarily, sell, convey, transfer, grant or lease or
            otherwise dispose of (or agree to do any of the foregoing at any
            future time) its interest in the Site or the Project, the benefit
            of any of the Transaction Documents, the Collateral, any material
            asset or substantial part of its assets.

     (b)    This restriction shall not apply to disposals of the part of the
            Collateral subject only to the floating charge created under the
            Debenture in the ordinary course of business or the creation of
            Permitted Security Interests.

17.23 BORROWINGS AND GUARANTEES

     (a)    The Borrower shall not and shall procure that the Operator shall not
            create, incur, assume or suffer to exist any loans, credit, debt,
            guarantee or other Financial Indebtedness other than Permitted
            Indebtedness or as expressly contemplated under the Transaction
            Documents.

     (b)    The Borrower shall not and shall procure that the Operator shall not
            make any payment of principal, interest or any other amount in
            connection with any Financial Indebtedness (other than Permitted
            Indebtedness) without the prior written consent of the Bank.

     (c)    The Borrower shall not, directly or indirectly, make or have
            outstanding any loans or provide credit to any third party.

17.24 CAPITAL EXPENDITURE AND BUDGETS



                                       45
<PAGE>
     (a)    The Borrower shall not incur any expenditure other than those
            construction related costs provided for in the Construction Period
            Budget and operating costs provided for in the Operating Budget.

     (b)    The Borrower shall not, directly or indirectly, amend, modify,
            allocate, re-allocate or supplement or permit or consent to the
            amendment, modification, allocation, re-allocation or supplement of,
            any of the provisions of any Operating Budget or Construction Period
            Budget, except with the prior consent of the Bank.

17.25 MATERIAL CONTRACTS

     (a)    The Borrower shall not become a party to any oral or written
            agreement, contract or commitment other than in the ordinary course
            of business and on an arm's-length basis, without the prior written
            consent of the Bank.

     (b)    The Borrower shall not enter into any transaction or series of
            related transactions with any Person other than in the ordinary
            course of business and on an arm's-length basis or establish any
            sole and exclusive purchasing or sales agency, or enter into any
            transaction whereby the Borrower might receive less than the full
            fair market value for its services or pay more than fair market
            value for products or services of others.

     (c)    The Borrower shall not enter into any agreement or arrangement to
            acquire by lease the use of any property or equipment of any kind
            without the prior consent of the Bank, except leases of operating
            equipment and premises which give rise to rental payments that are
            included in the current Construction Period Budget or Operating
            Budget.

17.26 MERGERS AND ACQUISITIONS

     (a)    The Borrower, shall not and shall procure that the Operator and each
            Obligor shall not enter into any voluntary liquidation, bankruptcy,
            winding up, dissolution, merger, demerger, amalgamation or
            reorganisation.

     (b)    The Borrower shall not acquire any assets (other than purchases and
            acquisitions of inventory and materials, each relating to the
            Project and in the ordinary course of business).

17.27 INVESTMENTS, ACCOUNTS

     The Borrower shall not and shall procure that the Operator shall not:

     (a)    invest in the share capital of any corporate body or other entity or
            purchase or acquire any shares, obligations or securities of, or any
            interest in or make any capital contribution to any Person or make
            any other investments;

     (b)    form or acquire or otherwise have any subsidiary; or



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<PAGE>
     (c)    open or maintain any accounts other than the Accounts.

17.28 SHARE CAPITAL

     (a)    The Borrower shall not and shall procure that the Operator shall
            not:

            (i)    purchase, cancel, redeem or take steps to reduce any of
                   its share capital;

            (ii)   issue any shares or any options, warrants or other rights to
                   subscribe, purchase or acquire any shares of the Borrower or
                   the Operator or securities convertible into or exchangeable
                   for its share capital to any Person or rights to share in
                   profits, except for the issuance of shares pro rata to the
                   Shareholders.

     (b)    The Borrower shall not and shall procure that the Operator shall not
            grant or create any rights or options to participate directly or
            indirectly in the revenues or profits of the Borrower.

     (c)    The Borrower shall not permit or consent to:

            (i)    any transfer of shares of the Borrower or the Operator; or

            (ii)   any transfer of any interests in or rights arising in
                   respect of Subordinated Loans provided to the Borrower

            except as is expressly permitted under the terms of the Finance
            Documents.

17.29 DISTRIBUTIONS

     (a)    The Borrower shall not declare, pay or make any distribution or
            dividend (in cash, property or otherwise) on any shares of any
            class of its capital, or on any warrants, options or other rights
            with respect to any such shares provided that the Borrower may,
            after the Economic Completion Date, declare and pay dividends if
            the Borrower gives the Bank at least 20 days' prior written
            notice of its intention to make such a payment and the following
            conditions are satisfied:

            (i)    no Event of Default or Potential Default shall have occurred
                   and be continuing at the time of making such declaration or
                   payment or would result from any such payment being made;

            (ii)   such payment is permitted to be made pursuant to the
                   provisions of this agreement and the Subordination
                   Agreement;

            (iii)  no dividend or distributions have been made by the Borrower
                   and no repayments of principal or interest arising under the
                   Shareholder Loan




                                       47
<PAGE>
                   Agreements have been made by the Borrower during the
                   preceding 12 calendar months;

            (iv)   the Bank has notified the Borrower that it is satisfied
                   that:

                   (A)    the Debt Service Cover Ratio for the period comprising
                          the 12 months immediately preceding the date of the
                          proposed payment was at least 1.4:1;

                   (B)    the Debt Service Cover Ratio for the 12 months
                          immediately preceding the date of the calculation
                          would be not less than 1.3:1 if calculated on the
                          basis that the dividends or distributions in question
                          had been paid and on the assumption that interest
                          rates remain constant; and

                   (C)    the amount required pursuant to Section 19.5 (Debt
                          Service Reserve Account) has been deposited in the
                          Debt Service Reserve Account; and

            (v)    the Bank, acting reasonably, otherwise approves the making of
                   such payment which shall be approved should the Bank
                   determine that the Borrower is able to continue to meet all
                   of its obligations as they fall due.

17.30 SHAREHOLDER LOANS

     (a)    The Borrower shall not make any payment of interest or repayment of
            principal in respect of monies lent to it under any of the
            Shareholder Loan Agreements provided that the Borrower may, after
            the Economic Completion Date, make such payments in each case on the
            scheduled dates therefore under the relevant Shareholder Agreement
            if the following conditions are satisfied:

            (i)    where no Event of Default or Potential Default has occurred
                   and be continuing at the time of making the payment and will
                   not result from any such payment being made;

            (ii)   such payment is permitted to be made pursuant to the
                   provisions of this agreement and the Subordination
                   Agreement;

            (iii)  the Bank has notified the Borrower that it is satisfied
                   that:

                   (A)    the Debt Service Cover Ratio for the period comprising
                          the 12 months immediately preceding the date of the
                          proposed payment was at least 1.4:1; and

                   (B)    the Debt Service Cover Ratio for the 12 months
                          immediately preceding the date of calculation would be
                          not less than 1.3:1 if calculated on the basis that
                          the payment in question had been paid and on the
                          assumption that interest rates remain constant; and



                                       48
<PAGE>

                   (C)    the amount required pursuant to Section 19.5 (Debt
                          Service Resource Account) has been deposited in the
                          Debit Service Reserve Account; and

            (iv)   the Bank, acting reasonably, otherwise approves the making of
                   such payment which shall be approved should the Bank
                   determine that the Borrower is able to continue to meet all
                   of its obligations as they fall due.

17.31 AMENDMENTS

     (a)    The Borrower shall not and shall procure that the Operator shall
            not, without the prior written consent of the Bank:

            (i)    amend or modify its Articles of Association; or

            (ii)   change its fiscal year.

     (b)    The Borrower shall not, directly or indirectly, terminate, cancel or
            suspend, or permit or consent to any termination, cancellation or
            suspension of, or enter into or consent to or permit the assignment
            of the rights or obligations of any party to, any of the Project
            Documents other than as expressly required by the terms of the
            Finance Documents.

17.32 PROJECT DOCUMENTS

     (a)    The Borrower shall not and shall procure that the Operator shall not
            take any of the following actions without the prior written consent
            of the Bank:

            (i)    propose, allow or agree to any material amendment to a
                   Project Document;

            (ii)   propose, allow or agree to the termination of any Project
                   Document;

            (iii)  waive compliance with any material provision of a Project
                   Document; or

            (iv)   assign or transfer any or all of its rights under a Project
                   Document or agree to any assignment or transfer of such
                   rights.

17.33 CONSTRUCTION

     (a)    The Borrower shall procure that the Project is constructed,
            completed, tested, commissioned, equipped and maintained in
            accordance with:

            (i)    Good Industry Practice;

            (ii)   the requirements relating to the Project the Project
                   Documents using materials of good quality;



                                       49
<PAGE>
            (iii)  the Construction Period Budget ; and

            (iv)   all Project Permits and Applicable Laws.

     (b)    The Borrower shall not:

            (i)    make or permit any change in the structure or identity of
                   the Contractor;

            (ii)   issue, agree to or agree to any change order in respect of
                   the Construction Works or the designs, technical
                   specifications or plans for the Construction Works,

            without the prior written consent of the Bank.

     (c)    The Borrower shall not abandon the Project.

17.34 OPERATION

     (a)    The Borrower shall procure that the Hotel is operated and maintained
            by the Operator in accordance with:

            (i)    Good Industry Practice;

            (ii)   the requirements relating to the operation in the Project
                   Documents;

            (iii)  the Operating Budget; and

            (iv)   all Project Consents and Applicable Laws.

     (b)    The Borrower shall not replace or allow any change to the identity
            of the Operator without the prior written consent of the Bank.

     (c)    The Borrower shall perform or cause the Operator to perform on a
            timely basis any obligations with respect to the operation,
            maintenance and repair of the Project.

     (d)    The Borrower shall not transfer any shares in the Operator and shall
            procure that the Operator does not issue any further shares to any
            party.

17.35 TIMETABLE

     The Borrower shall procure that:

     (a)    Practical Completion is achieved by the third (3rd) anniversary
            of the Term Sheet Date;



                                       50
<PAGE>
     (b)    Project Completion is achieved by the fourth (4th) anniversary of
            the Term Sheet Date; and

     (c)    the Economic Completion Date occurs on or prior to the Economic
            Completion Deadline.

17.36 MAINTENANCE OF PROPERTY

     (a)    The Borrower shall and shall procure that the Operator shall keep
            all of its property and assets useful and necessary in its business
            in good working order and condition (normal wear and tear excepted).

     (b)    The Borrower shall not and shall procure that no other party shall
            use, maintain, operate or occupy or allow the use, maintenance,
            operation or occupancy of any portion of the Site or the Project in
            any manner:

            (i)    which constitutes or may constitute a public or private
                   nuisance;

            (ii)   which may make void, voidable, liable to cancellation or
                   increase the premium of any of the Insurances or Additional
                   Insurances then in force with respect to the Site or the
                   Project or any part thereof; or

            (iii)  otherwise than for the intended purpose thereof in the
                   construction, operation, maintenance and use of the Project.

17.37 COMPLIANCE WITH APPLICABLE LAWS

     The Borrower shall and shall procure that the Operator shall comply with
     all Applicable Laws in respect of the conduct of its business and the
     construction, ownership, operation, maintenance and use of the Project and
     its assets.

17.38 TAXES

     The Borrower shall and shall procure that the Operator shall:

     (a)    file, or procure the filing of, all Tax and informational returns
            that are required to be filed by it in any jurisdiction;

     (b)    pay and discharge, when due, all Taxes and other governmental
            charges imposed on it or its income, property, actions or profits,
            except for Taxes being contested in good faith by the Borrower by
            proper proceedings timely instituted, and for which the Borrower
            sets aside on its books adequate reserves with respect to the
            contested taxes;

     (c)    to the fullest extent it is able to do so, apply any and all Tax
            credits, losses, reliefs or allowances in the manner and to the
            extent that they were so taken into account and promptly inform
            the Bank to the extent that it is not able to do so unless it
            demonstrates to the satisfaction of the Bank that doing




                                       51
<PAGE>
            otherwise would result in a material advantage to the Project and
            could not adversely affect the respective interest of the Bank in
            any way; and

     (d)    not surrender or dispose of any Tax credit, loss, relief or
            allowance.

17.39 BANK'S ADVISORS

     (a)    The Borrower agrees to the Bank's Project Monitor and the Bank's
            Insurance Consultant carrying out their respective roles described
            in the Finance Documents, the relevant Project Documents and their
            respective engagement letters.

     (b)    The Borrower shall cooperate with the Bank's Project Monitor and
            the Bank's Insurance Consultant and any other adviser which the
            Bank may appoint, and to ensure that each such Person will be
            provided with all information reasonably required by such Person
            and will exercise due care to ensure that any information which
            it may supply to such Person is materially accurate and not, by
            omission of information or otherwise, misleading in any material
            respect.

17.40 FURTHER ACTIONS

     The Borrower shall take all further actions and execute and deliver, from
     time to time as reasonably requested by the Bank, at the Borrower's
     expense, such other documents as shall be necessary or advisable or that
     the Bank may reasonably request, in connection with the rights and remedies
     of the Bank granted or provided for by the Transaction Documents, as
     applicable, and to consummate the transactions contemplated therein
     (including, without limitation, actions which are necessary to establish,
     maintain, protect, perfect and continue the Security Interests created
     under the Security Documents).

17.41 FINANCIAL COVENANTS

     On and from the Economic Completion Date:

     (a)    The Borrower shall procure that on the last day of each Interest
            Period (including the last day of the Interest Period immediately
            preceding the Economic Completion Date), the actual Debt Service
            Cover Ratio for the preceding twelve (12) month period ending on the
            previous 30 June or 31 December is no less than 1.2:1;

     (b)    The Borrower shall procure that the RevPar will be not less than
            L74.50 (seventy four pounds and fifty pence).

17.42 DURATION

     The undertakings in Section 17 (Covenants and Undertakings) shall remain in
     force for as long as any amount is or may be outstanding under this
     Agreement or any Commitment is in force.



                                       52
<PAGE>
18.  INSURANCES

18.1 REQUIRED INSURANCES

     (a)    The Borrower shall and shall procure that the Operator shall procure
            and maintain insurance in the sums and on the terms set out in
            Schedule 12 Part 1 (Insurances) (the "INSURANCES") and shall not
            amend any of the Insurances without the prior written consent of the
            Bank.

     (b)    The Borrower shall procure that the amendments to the existing
            Insurances set out in Schedule 12 Part 2 (Insurances - Required
            Amendments) shall be made to the satisfaction of the Bank and the
            Bank's Insurance Consultant within sixty (60) days of the date of
            this Agreement.

18.2 ADDITIONAL INSURANCES

     The Borrower shall and shall procure that the Operator shall procure and
     maintain such additional insurance ("ADDITIONAL INSURANCE") as may
     otherwise be required by the Bank to cover new, materially different or
     increased risks or contingencies arising or occurring after the date of the
     Initial Advance that would be insured by a reasonable and prudent hotel
     business (taking into account the availability of such Additional Insurance
     in the international insurance market on reasonable commercial terms),
     which are not covered to the reasonable satisfaction of the Bank by the
     existing Insurances.

18.3 INSURANCE PREMIUMS

     The Insurances and any Additional Insurances above shall be procured and
     maintained at the expense of the Borrower.

18.4 SUBMISSION OF POLICIES

     (a)    Upon the request of the Bank, the Borrower shall promptly provide a
            schedule indicating the insurance policies maintained or caused to
            be maintained by the Borrower, coverage limits of liability,
            effective dates of coverage, insurance carrier names and policy
            numbers.

     (b)    Each of the policies regarding the Insurances and the Additional
            Insurances shall be submitted to the Bank upon receipt. Upon the
            request of the Bank, the Borrower shall promptly provide the Bank
            and with copies of the insurance contracts relating to the
            Insurances by at least forty (40) days prior to the dates such
            policies are required to come into effect in accordance with such
            Schedule 12 (Insurances). Such policies to be in the English
            language, in form and substance, and issued by companies,
            satisfactory to the Bank.  The Borrower undertakes, at its own
            cost and expense, to procure any reasonable amendments to the
            Insurances and Additional Insurances requested by the Bank or the
            Bank's Insurance Consultant.



                                       53
<PAGE>
     (c)    Each of the Insurances and Additional Insurances shall contain
            provisions specifying that any insurance proceeds shall be deposited
            directly into the Insurance Proceeds Account.

18.5 COVENANTS RELATING TO INSURANCE

     (a)    The Borrower shall ensure that the Bank shall be named as additional
            beneficiary under the Insurances and Additional Insurances without
            the right of subrogation.

     (b)    The underwriter of each of the policies of the Insurances and
            Additional Insurances shall undertake in the above-mentioned
            policies to provide the Bank with at least thirty (30) days written
            notice prior to the expiry or cancellation of any of the said
            insurance policies or of any proposed alteration to such policies.

     (c)    The list of Insurances shall not prevent the Borrower, at its own
            cost, from taking out such additional insurances which it deems
            appropriate at its discretion, nor shall it relieve the Borrower of
            the responsibility to take out such additional insurances which may
            become accepted practice in the future.

     (d)    Without prejudice to the preceding provisions, the Borrower shall,
            at its own cost, from time to time take out and maintain all other
            insurances which the Borrower is required to effect by any
            Applicable Law.

     (e)    If the Borrower fails to take out or maintain in force any of the
            insurances required by this Section 18 (Insurances), the Bank
            shall be entitled (without prejudice to its other rights and
            remedies for the breach) to take out and maintain such part of
            all of those policies as it considers (in its complete
            discretion) appropriate and to recover the cost of doing so
            (including payment of premiums, reasonable administration and
            other expenses and charges) from the Borrower as a debt due on
            demand.

     (f)    The Borrower shall comply with the conditions stipulated in each of
            the policies for the Insurances and Additional Insurances.

     (g)    The Borrower shall not make any material alteration to the terms of
            any of the insurance policies for the Insurances and Additional
            Insurances or do or permit to be done any act or omission the effect
            of which would be to void such policies, without the prior approval
            of the Bank.

     (h)    The provisions of this Section 18 (Insurances) shall be deemed
            supplemental to, the provisions of the Transaction Documents that
            require the maintenance of insurances. In the event that any
            insurance whatsoever is purchased, taken or otherwise obtained by
            the Borrower with respect to the Project otherwise than as
            required hereunder or if not properly endorsed to the Bank as the
            sole loss payee or beneficiary or otherwise made upon the terms
            required in this Section 18 (Insurances), such insurance shall be
            considered assigned by the




                                       54
<PAGE>
            Borrower hereunder to the Bank with the right of the Bank to make,
            settle, compromise and liquidate any and all claims thereunder,
            without prejudice to the exercise of any other rights and remedies
            that the Bank may have under any of the Transaction Documents, or
            under any Applicable Law.

18.6 INSURANCE PROCEEDS

     (a)    The Bank shall be the first loss payee of all Insurance Proceeds.

     (b)    The Insurance Proceeds shall be applied (unless the Bank otherwise
            specifies) in accordance with the Insurance Proceeds Letter. In the
            event that Insurance Proceeds are received prior to the execution of
            the Insurance Proceeds Letter, such Insurance proceeds shall be paid
            into the Insurance Proceeds Account until such time as the Insurance
            Proceeds Letter is completed.

19.  ACCOUNTS

19.1 OPERATION OF ACCOUNTS

     (a)    The Borrower shall procure that the following accounts shall be
            opened and maintained at the Facility Office or such other bank or
            branch as the Bank may approve:

            (i)    a Project Account, in the name of the Borrower;

            (ii)   a Loan Account, in the name of the Borrower;

            (iii)  a Debt Service Reserve Account, in the name of the
                   Borrower;

            (iv)   an Insurance Proceeds Account in the name of the Borrower;
                   and

            (v)    an Operating Account, in the name of the Operator,

            and such other accounts as the Bank may from time to time require
            (the "ACCOUNTS").

     (b)    The provisions of this Section 19 (Accounts) shall govern the
            operation of the Accounts provided that:

            (i)    the Borrower shall all complete the Bank's standard
                   account opening forms for each of the Accounts; and

            (ii)   subject to the terms of this Agreement, the Bank's standard
                   terms and conditions applicable from time to time shall apply
                   to the Accounts.

     (c)    The Bank may require the Borrower to open and maintain additional
            accounts in order to deal with any category of payment not
            contemplated in this Section 19 (Accounts). In such case, the Bank
            and the Borrower shall agree upon the




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            procedures and rules to govern such account in a supplement to this
            Section 19 (Accounts). Any such account shall be deemed an Account.

     (d)    The Borrower undertakes to ensure that no Account is closed without
            the prior written consent of the Bank. The Borrower further
            undertakes to ensure that it does not establish or maintain any
            other account at any other bank or financial institution without the
            prior written consent of the Bank.

19.2 GENERAL INSTRUCTIONS

     (a)    No amounts may be withdrawn or transferred from any of the Accounts,
            and the Borrower may not give any instructions in relation to any of
            the Accounts, except in accordance with the express terms of this
            Agreement.

     (b)    No Account may go into overdraft and the Borrower shall not issue an
            instruction with respect to an Account, and the Bank shall not
            comply with an instruction, to the extent that it would cause the
            relevant Account to go into overdraft.

     (c)    At any time a Default has occurred or is continuing, the Borrower
            shall not make any withdrawals from the Accounts.

     (d)    All amounts withdrawn from an Account for a specific purpose or for
            payment or satisfaction of a specific liability may be used solely
            for such purpose or payment.

     (e)    Each Account shall earn interest at such rate(s) as may be agreed
            from time to time by the Borrower and Bank, which shall in any event
            be the most favourable given to similar customers for similar
            deposit over similar periods. All interest earned on the balance
            standing to the credit of an Account shall be credited to the
            Account in question and the Bank is irrevocably authorised and
            instructed so to credit such interest.

     (f)    The Borrower may require that sums standing to the credit of any
            Account be invested in short term deposits, in currencies and
            maturities that match the then current liabilities of the Borrower.

     (g)    The Borrower shall not create or permit to subsist any Security
            Interest on all or any part of the Accounts, other than any Security
            Interests created by the Security Documents, nor assign, transfer or
            otherwise dispose of all or any part of its right or title to or
            interest in the Accounts.

     (h)    The Borrower acknowledges that neither any insufficiency of funds in
            the Accounts, (or any of them), nor any inability to apply any funds
            in the Accounts (or any of them) against any or all amounts owing
            under this Agreement, shall at any time limit, reduce or otherwise
            affect the Borrower's payment obligations under this Agreement.

19.3 LOAN ACCOUNT



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     (a)    The Bank shall provide that all Advances are paid into the Loan
            Account and made available for withdrawal by the Borrower through
            the Project Account subject to the conditions set forth in Section
            19.3 (Project Account).

19.4 PROJECT ACCOUNT

     (a)    The Borrower shall procure that the following will be paid into the
            Project Account:

            (i)    the proceeds of each Advance;

            (ii)   all amounts advanced to the Borrower under the Shareholder
                   Loan Agreements;

            (iii)  all amounts advanced to the Borrower as Equity
                   contributions;

            (iv)   all Insurance Proceeds;

            (v)    all proceeds of any warranty, indemnify or other claims,
                   damages, refunds or other settlements received by the
                   Borrower from any Project Party in relation to the Project.

     (b)    Amounts paid into the credit of the Project Account may only be
            withdrawn by the Borrower for the following purposes:

            (i)    repaying any amounts due to the Bank pursuant to the
                   Finance Documents;

            (ii)   funding the Debt Service Reserve Account in the accordance
                   with Clause 19.6 (Debt Service Reserve Account); and

            (iii)  making payments to the Shareholders as permitted in
                   accordance with Clause 17.29 (Distributions) and Clause 17.30
                   (Shareholder Loans); and

            (iv)   paying fees to the Project Parties in accordance with the
                   provisions of the Project Documents and this Agreement;
                   and

            (v)    paying rent to the lessors pursant to the lease agreements
                   pertaining to the Site; and

            (vi)   as the Bank may otherwise permit in writing.

19.5 OPERATING ACCOUNT

     (a)    The Borrower will procure that the Operator will establish and
            maintain an Operating Account denominated in Sterling in the name of
            Operator at a bank




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            acceptable to the Bank within six (6) months of the date of this
            Agreement which account shall be charged by way of a first ranking
            charge to the Bank.

     (b)    The Borrower will procure that the Operator promptly deposit in such
            account all trading receipts and other revenues arising to the
            Operator or on its behalf in connection with the Hotel.

     (c)    Amounts standing to the credit of the Operating Account may be
            withdrawn by the operator or on behalf of the Borrower only for the
            purpose of:

            (i)    repaying any amounts due to the Bank pursuant to the
                   Finance Documents;

            (ii)   paying any costs and expenses properly incurred in the day
                   to day operation of the Hotel; or

            (iii)  paying fees due to the Management Company in accordance with
                   the provisions of the Hotel management undertaking or such
                   other management company as shall be appointed in accordance
                   with the terms of this Agreement or otherwise with the prior
                   written consent of the Bank; or

            (ii)  paying rent to the Borrower pursuant to the Lease; and

            (v)    as the Lender may otherwise permit.


     (d)    The Borrower shall procure that any amount in excess of the amount
            necessary to pay budgeted costs and expenses for the day to day
            operation of the Hotel for the following three month period are
            transferred on a monthly basis to the Project Account.

19.6 DEBT SERVICE RESERVE ACCOUNT

     (a)    The Borrower shall, following Advance of the B Loan and until
            receipt of written confirmation from the Bank that all amounts
            due hereunder have been paid, deposit in the Debt Service Reserve
            Account all of its Operating Profits until such time as there
            shall be standing to the credit of the Debt Service Reserve
            Account shall be an amount equal to all payments of principal and
            interest due pursuant to this Agreement for the forthcoming
            twelve (12) month period are deposited in the Debt Service
            Reserve Account.

     (b)    No amount maybe withdrawn from the Debt Service Reserve Account
            without the prior written consent of the Bank.

     (c)    The Bank shall be entitled to apply any amounts standing to the
            credit of the Debt Service Reserve Account in repayment of amounts
            outstanding hereunder upon an Event of Default.



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<PAGE>
19.7 INSURANCE PROCEEDS ACCOUNT

     (a)    The Borrower shall deposit Insurance Proceeds in the Insurance
            Proceeds Account in accordance with Section 18.6(b)(ii) and (iii)
            and such Insurance Proceeds shall be applied in accordance with the
            provisions set out therein.

     (b)    The Insurance Proceeds Account shall be pledged in favour of the
            Bank by way of first ranking fixed charge within sixty (60) days of
            the date of this Agreement.

20.  DEFAULT

20.1 EVENTS OF DEFAULT

     Each of the events set out in Section 20.1 to 20.21 (inclusive) of this
     Section 20 is an Event of Default (whether or not caused by any reason
     whatsoever outside the control of the Borrower or any other person).

20.2. NON-PAYMENT

     The Borrower does not, for whatever reason, within three (3) Business Days
     of the due date pay any amount payable by it under this Agreement or any
     other Finance Document at the place and in the currency in which it is
     expressed to be payable.

20.3 BREACH OF OTHER OBLIGATIONS

     (a)    The Borrower does not comply with any of the following provisions
            of Section 4.3 (Conditions Subsequent), 17.18 (Pari passu
            ranking), 17.19 (Negative pledge), 17.21 (Transactions similar to
            security), 17.22 (Disposals), 17.23 (Borrowings and Guarantees),
            17.26 (Mergers and Acquisitions), 17.28 (Share capital), 17.29
            (Distributions), 17.30 (Shareholder Loans), 17.32 (Project
            Documents), 17.33 (Construction), 17.34 (Operation), 17.35
            (Timetable), 17.41 (Financial covenants) or Section 18
            (Insurances) of this Agreement.

     (b)    The Borrower does not comply with any provision of any Finance
            Document (other than those referred to in Sections 20.2
            (Non-Payment) and 20.3(a) (Breach of other obligations) above and,
            if capable of remedy in the opinion of the Bank, that breach is not
            remedied within fifteen (15) days.

20.4 MISREPRESENTATION

     A representation, warranty or statement made or repeated by the Borrower or
     any Obligor under any Finance Document is incorrect in any material respect
     when made or deemed to be made or repeated.

20.5 CROSS DEFAULT



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     (a)    Any Financial Indebtedness of the Borrower or any Obligor is not
            paid when due after giving effect to any grace period applicable
            thereto;

     (b)    An event of default howsoever described (or any event which with the
            giving of notice, lapse of time, determination of materiality or
            fulfilment of any other applicable condition or any combination of
            the foregoing would constitute such an event of default) occurs
            under any document relating to Financial Indebtedness of the
            Borrower or any Obligor;

     (c)    Any Financial Indebtedness of the Borrower or any Obligor becomes
            prematurely due and payable and is placed on demand as a result of
            an event of default (howsoever described) under the document
            relating to that Financial Indebtedness;

     (d)    Any commitment for, or underwriting of, any Financial Indebtedness
            of the Borrower or any Obligor is cancelled or suspended as a result
            of an event of default (howsoever described) under the document
            relating to that Financial Indebtedness; or

     (e)    Any Security Interest securing Financial Indebtedness over any
            asset of the Borrower or any Obligor becomes enforceable,

     provided that it shall not be an Event of Default under this Clause 20.5
     (Cross Default) where any of the foregoing has occurred with respect to any
     party other than the Borrower and such event, in the judgment of the Bank,
     has not had and is not reasonably likely to have a Material Adverse Effect.

20.6 INSOLVENCY

     The Borrower or any Obligor:

     (a)    commits an act of bankruptcy, is, or is deemed for the purposes of
            any law to be, unable to pay its debts as they fall due or to be
            insolvent, or admits inability to pay its debts as they fall due; or

     (b)    suspends making payments on all or any class of its debts or
            announces an intention to do so, or a moratorium is declared in
            respect of any of its indebtedness,

      provided that it shall not be an Event of Default under this Clause 20.6
      (Insolvency) where any of the foregoing has occurred with respect to any
      party other than the Borrower and such event, in the judgment of the Bank,
      has not had and is not reasonably likely to have a Material Adverse
      Effect.

20.7  INSOLVENCY PROCEEDINGS

     (a)    A resolution for the winding-up, entry into receivership or
            administration of the Borrower or any Obligor is passed at a meeting
            of the Borrower or any Obligor.



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     (b)    Any person presents a petition which is not withdrawn or set aside
            within ninety (90) days for the winding-up, bankruptcy,
            receivership, reorganisation or for the administration of the
            Borrower or any Obligor.

     (c)    An order (provisional or otherwise) for the winding-up or
            administration of the Borrower or any Obligor is made.

            provided that it shall not be an Event of Default under this Clause
            20.7 (Insolvency proceedings) where any of the foregoing has
            occurred with respect to any party other than the Borrower and such
            event, in the judgment of the Bank, has not had and is not
            reasonably likely to have a Material Adverse Effect.

20.8 APPOINTMENT OF RECEIVERS AND MANAGERS

     (a)    Any liquidator, trustee in bankruptcy, judicial custodian,
            compulsory manager, permanent or interim receiver, administrator or
            the like is appointed in respect of the Borrower or any Obligor or
            any material part of their respective assets.

     (b)    The directors of the Borrower or any Obligor request the appointment
            of a permanent or interim liquidator, trustee in bankruptcy,
            judicial custodian, compulsory manager, interim or permanent
            receiver, administrator or the like.

            provided that it shall not be an Event of Default under this Clause
            20.8 (Appointment of receivers and manager) where any of the
            foregoing has occurred with respect to any party other than the
            Borrower and such event, in the judgment of the Bank, has not had
            and is not reasonably likely to have a Material Adverse Effect.

20.9 CREDITORS' PROCESS

     Any execution, attachment, sequestration, or other process affecting any
     material asset of the Borrower or any Obligor, provided that in the event
     such process is being contested in good faith by appropriate proceedings
     such process shall constitute an Event of Default only ninety (90) days
     after its initiation if it has yet to be discharged.

     provided that it shall not be an Event of Default under this Clause 20.9
     (Creditor's process) where any of the foregoing has occurred with respect
     to any party other than the Borrower and such event, in the judgment of the
     Bank, has not had and is not reasonably likely to have a Material Adverse
     Effect.

20.10 ILLEGALITY

     (a)    It is or becomes unlawful for any member of the Borrower or any
            Obligor to perform any of its their respective obligations under the
            Transaction Documents.

     (b)    It is or becomes unlawful for any person (other than the Bank) to
            perform any of its obligations under the Transaction Documents.



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     (c)    Any authorisation required in relation to the performance, validity
            or enforceability of any Transaction Document is revoked or amended
            in a manner or to an extent that has a Material Adverse Effect.

20.11 EFFECTIVENESS OF SECURITY

     (a)    Any Security Document entered into by an Obligor is not effective or
            is alleged by such Obligor to be ineffective for any reason.

     (b)    If the Bank shall be of the opinion that any Collateral has become
            or is likely to become damaged or has lost or is likely to lose a
            material portion of its value.

20.12 PROJECT DOCUMENTS

     (a)    Any party to a Project Document does not comply with any provision
            of that Project Document, in a manner or to an extent that has a
            Material Adverse Effect.

     (b)    Any Project Document is repudiated by a party thereto or is or
            becomes void or unenforceable.

     (c)    Any obligation assumed by a party under a Project Document ceases to
            be a valid and binding obligation of, or is repudiated by, that
            party or becomes void or unenforceable.

     (d)    Any Project Document terminates in each case otherwise than by
            reason of full performance of the Project Document or expiry of its
            term.

20.13 ABANDONMENT

     The Borrower abandons all or a material part of the Project.

20.14 NATIONALISATION

     Any step is taken by a government body with a view to the seizure,
     expropriation or nationalisation of all or a material part of the Project.

20.15 EVENT OF LOSS

     (a)    There is a loss of any substantial part of the Project or the use
            thereof due to destruction or substantial loss or damage, which is
            uninsured or which available proceeds of insurance including
            government insurance are inadequate to repair; or

     (b)    An event, circumstance or condition occurs which results in an
            insurance settlement with respect to any substantial part of the
            Project on the basis of a total loss or constructive total loss.



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20.16 PROJECT PERMITS

     Any Project Permit required in relation to the Project or the entry into
     performance, validity or enforceability of any Project Document is amended,
     suspended or revoked and has not been restored within a period of thirty
     (30) days thereof.

20.17 OWNERSHIP OF THE BORROWER

     (a)    Any change in the ownership of the Borrower or the Operator, except
            with the prior consent of the Bank.

     (b)    Elscint shall cease to own at least 51% of BEA Hotels N.V.

     (c)    The Papouchado family shall cease to beneficially own at least
            51% of Euro Sea Hotels. N.V.

20.18 FORCE MAJEURE

     Upon the occurrence and continuance of an event of Force Majeure for a
     period which would allow any person (other than the Borrower) to exercise a
     right of termination under any Project Document.

20.19 INSURANCE

     Any Insurance required in accordance with the Transaction Documents:

     (a)    is not or ceases to be in full force and effect and has not been
            replaced in accordance with the Transaction Documents prior
            thereto; or

     (b)    is avoided or any insurer is or will be entitled to avoid or
            otherwise materially reduce its liability under any policy relating
            thereto or any insurer repudiates or will be entitled to repudiate
            any Insurance or any Security Interests of the Bank therein (unless
            before such avoidance, reduction, or repudiation, the Borrower
            replaces such insurer with the result that such avoidance,
            reduction, or repudiation is prevented).

20.20 LEASE AND APPOINTMENT OF MANAGEMENT COMPANY

     At least nine (9) months prior to Practical Completion:

     (a)    the Borrower or the Operator shall have entered into an agreement
            with a third party acceptable to the Bank on terms satisfactory to
            the Bank for the management of the Hotel;

     (b)    simultaneously within the execution of the management agreement
            pursuant to (a) above, the Borrower shall procure that the
            management company enters into a direct agreement with the Bank, on
            terms and in a form satisfactory to the Bank; and



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            (c)   the Borrower and the Operator shall have entered into the
                  Lease which shall be charged in favour of the Bank in form and
                  substance satisfactory to the Bank.

20.21 MATERIAL ADVERSE EFFECT

     Any event, condition or circumstance or series of events, conditions or
     circumstances occurs which, in the opinion of the Bank, has had or could
     reasonably be expected to have a Material Adverse Effect.

20.22 ACCELERATION; OTHER REMEDIES

     On and at any time after the occurrence of an Event of Default (which is
     continuing, unremedied and unwaived) the Bank may by notice to the
     Borrower:

     (a)    cancel the undrawn part of the Facility; and/or

     (b)    demand that all or part of the Advances, together with accrued
            interest and all other amounts accrued under the Finance Documents
            be immediately due and payable, whereupon they shall become
            immediately due and payable; and/or

     (c)    demand that all or part of the Advances together with accrued
            interest and all other amounts accrued under the Finance Documents
            be payable on demand, whereupon they shall immediately become
            payable on demand by the Bank; and/or

     (d)    give any notice regarding the payment of Insurance Proceeds in
            accordance with Section 18.6 (insurance Proceeds);

     (e)    proceed to enforce or exercise any or all of the rights, remedies
            and powers available to it under all or any of the Transaction
            Documents and to enforce all or any remedies thereunder in
            accordance with Applicable Law.

21.  FEES

21.1 PREPARATION FEE

     The Borrower shall pay the Bank a preparation fee equal to 0.25% of the
     Facility upon the drawdown of the Initial Advance.

21.2 COMMITMENT FEE

     The Borrower shall:

     (a)    as regards the A Loan, pay to the Bank a commitment fee at the rate
            of 0.25% per annum for the period from the date of this Agreement,
            up to and including the last Day of the A Loan Availability Period.



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     (b)    The fee shall accrue from day to day and be calculated on the daily
            undrawn balance of the A Loan.

     (c)    The calculation shall, in each case, be made on the basis of the
            actual number of days elapsed on a 360 day year.

     (d)    The fees shall be payable in arrears on each Interest Due Date with
            the accrued fee up to the date of this agreement payable upon the
            drawdown of the Initial Advance.

21.3 ADVISERS' FEES

     The Borrower shall pay the costs and expenses of all third party advisers
     appointed by the Bank (including, without limitation, Bank's Project
     Monitor, the Bank's Insurance Consultant and legal advisers).

21.4 VAT

     Any fee referred to in this Section 21 (Fees) is exclusive of any value
     added tax or any other Tax which might be chargeable in connection with
     that fee. If any value added tax or other Tax is so chargeable, it shall be
     paid by the Borrower at the same time as it pays the relevant fee.

22.  COSTS AND EXPENSES

22.1 INITIAL AND SPECIAL COSTS

     The Borrower shall forthwith on demand pay the Bank the amount of all costs
     and expenses (including legal fees) incurred by the Bank for the services
     of external advisers, in connection with:

     (a)    the review of the Transaction Documents and any other agreements
            to which the Borrower is or becomes a party;

     (b)    the negotiation, preparation, printing and execution of:

            (i)    this Agreement and any other documents referred to in this
                   Agreement; and

            (ii)   any other Finance Document executed after the date of this
                   Agreement; and

     (c)    any amendment, waiver, consent or suspension of rights (or any
            proposal for any of the foregoing) requested by or on behalf of the
            Borrower and relating to a Transaction Document or a document
            referred to in any Transaction Document;

     (d)    any refinancing which the Borrower may seek to enter into.



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22.2 ENFORCEMENT COSTS

     The Borrower shall forthwith on demand pay to the Bank the amount of all
     costs and expenses (including legal fees) incurred by the Bank for the
     services of external advisers, in connection with:

     (a)    the enforcement of, or the preservation of any rights under, any
            Finance Document; or

     (b)    in investigating any possible Default.

22.3 RETENTION

     The Bank may:

     (a)    retain sums from any Advance; or

     (b)    apply amounts held in the Accounts;

     toward payment in full of any costs and expenses referred to in this
     Section 22 (Costs and Expenses) and Section 23 (Stamp Duties).

23.  STAMP DUTIES

     The Borrower shall pay, and forthwith on demand indemnify the Bank against
     any liability it incurs in respect of, any stamp, registration and similar
     tax which is or becomes payable in connection with the entry into,
     registration, recording performance or enforcement of any Finance Document.

24.  INDEMNITIES

24.1 CURRENCY INDEMNITY

     (a)    If the Bank receives an amount in respect of the Borrower's
            liability under the Finance Documents or if that liability is
            converted into a claim, proof, judgment or order in a currency other
            than the currency (the "CONTRACTUAL CURRENCY") in which the amount
            is expressed to be payable under the relevant Finance Document:

            (i)    the Borrower shall indemnify the Bank as an independent
                   obligation against any loss or liability arising out of
                   or as a result of the conversion;

            (ii)   if the amount received by the Bank, when converted into the
                   contractual currency at a market rate in the usual course of
                   its business is less than the amount owed in the contractual
                   currency, the Borrower shall forthwith on demand pay to the
                   Bank an amount in the contractual currency equal to the
                   deficit; and



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            (iii)  the Borrower shall forthwith on demand pay to the Bank
                   concerned any exchange costs and taxes payable in connection
                   with any such conversion.

     (b)    The Borrower waives any right it may have in any jurisdiction to pay
            any amount under the Finance Documents in a currency other than that
            in which it is expressed to be payable.

24.2 PAYMENT INDEMNITIES

     (a)    In the event that any payment of principal is received by the
            Bank from any source otherwise than on the relevant Payment Date
            or any payment of interest or any other overdue amount is
            received by the Bank from any source otherwise than on the
            relevant Interest Due Date relative to the amount so received,
            the Borrower shall forthwith on demand (which shall include
            details of the loss or liability incurred) indemnify the Bank
            against the loss or liability by the Bank due to such payment
            being made other than on the relevant Payment Date or Interest
            Due Date.

     (b)    The Borrower's liability includes any loss of margin or other loss
            or expense on account of funds borrowed, contracted for or utilised
            to fund or maintain the contribution of the Bank to any amount
            payable under any Finance Document, any amount repaid or prepaid or
            any or all of the Advances.

24.3 OTHER INDEMNITIES

     (a)    The Borrower shall forthwith on demand (which shall include details
            of the loss or liability incurred) indemnify the Bank against any
            loss or liability properly incurred that the Bank incurs as a
            consequence of:

            (i)    the occurrence of any Event of Default or Potential
                   Default;

            (ii)   the operation of Section 20.21 (Acceleration; Other
                   Remedies);

            (iii)  an Advance not being made after the Borrower has delivered an
                   Advance Request for the Advance, or any Advance (or part
                   thereof) not being prepaid in accordance with a notice of
                   prepayment; or

            (iv)   any Environmental Claim or any actual or alleged breach of
                   any Environmental Law or Environmental Licence to the extent
                   that the loss or liability incurred by the Bank would not
                   have arisen if this Agreement or any of the other Finance
                   Document had not been executed.

     (b)    The Borrower's liability in each case includes any loss of margin,
            profit or other loss or expense on account of funds borrowed,
            contracted for or utilised to fund or maintain the contribution of
            the Bank to any amount payable under any Finance Document, any
            amount repaid or prepaid or any or all of the Advances.



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25.  EVIDENCE AND CALCULATIONS

25.1 ACCOUNTS

     Accounts maintained by the Bank in connection with the Agreement are prima
     facie evidence of the matters to which they relate.

25.2 CERTIFICATES AND DETERMINATIONS

     Any certification or determination by the Bank of a rate or amount under
     the Finance Documents is, in the absence of manifest error, prima facie
     evidence of the matters to which it relates.

26.  AMENDMENTS AND WAIVERS

26.1 AMENDMENTS

     Any term of the Finance Documents may be amended or waived with the
     prior written consent of the Borrower and the Bank. Bank

26.2 WAIVERS AND REMEDIES CUMULATIVE

     The rights of the Bank under the Finance Documents:

     (a)    may be exercised as often as necessary;

     (b)    are cumulative and not exclusive of their rights under the
            general law; and

     (c)    may be waived only in writing and specifically.

     Delay in exercising or non-exercise of any such right is not a waiver of
     that right.

27.  CHANGES TO THE PARTIES

27.1 TRANSFERS BY BORROWER

     The Borrower may not assign, transfer or dispose of any interest, rights or
     obligations under the Finance Documents except with the prior written
     consent of the Bank.

27.2 ASSIGNMENTS AND TRANSFERS BY BANK

     (a)    The Bank may, subject to Section 27.2(b) below, at any time assign
            and transfer any part of the Facility and/or any of its rights
            and/or obligations under this Agreement to another bank or financial
            institution.

     (b)    If, as a result of any such assignment, transfer or novation, the
            Bank will no longer remain responsible under this Agreement, the
            Borrower shall be


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            entitled, notwithstanding the provisions of Section 7.2, to prepay
            all Advances on the last day of any Interest Period without
            incurring any prepayment fee.

     (c)    The Borrower shall execute and do all such transfers,
            assignments, novations, assurances, acts and things as the Bank
            may require for perfecting and completing any such assignment,
            transfer or novation, and releasing the Bank from and imposing on
            the Assignee Lender the Bank's obligations under this Agreement
            to the extent the same are transferred, assigned or novated.  All
            agreements, representations and warranties made in this agreement
            shall survive any assignment made pursuant to this clause and
            shall also inure to the benefit of all Assignee Lenders.

      (d)   The Borrower shall not be under greater liability under Clause 12.1
            (Gross Up) or Clause 14 (Increased Costs) in the case of an
            assignment or transfer by the Bank than it would have been in the
            absence of the assignment or transfer. The greater liability should
            be tested only at the time of the assignment or transfer, so that,
            if subsequent thereto, taxes are imposed or increased costs arise,
            the assignee or transferee is not limited.

28.  DISCLOSURE OF INFORMATION

28.1 DISCLOSURE

     The Bank may disclose to any one of its Affiliates or any person with whom
     it is proposing to enter, or has entered into, any kind of transfer,
     participation or other agreement in relation to this Agreement:

     (a)    a copy of any Transaction Document; and

     (b)    any information which such person has acquired under, in connection
            with or in relation to any Transaction Document or any interest of
            such person therein.

29.  SET-OFF

     (a)    The Bank shall have the right of possession, lien and set-off
            over any amounts, assets and rights including gold, securities,
            coins, bank notes, documents in respect of goods, insurance
            policies, bills, assignments of rights, deposits, collaterals and
            their countervalue held at the Bank at any time for the Borrower
            or on the Borrower's behalf including such as have been delivered
            to the bank for collection, security, safe-keeping or otherwise.
            The Bank shall be entitled to retain the said assets until
            payment in full of the above sums or to realize the by selling
            them and applying the countervalue thereof in whole or in part to
            the payment of the above sums.

     (b)    Without derogating from the Bank's right of lien in accordance with
            sub-section (a) above, the Bank may at any time, but shall not be
            obliged:

            (i)    to apply to any amounts owed by the Borrower, any amounts
                   owed to the Borrower by the Bank in any account or manner or
                   for any reason




                                       69
<PAGE>
                   (even before the maturity of the amounts owed to the Borrower
                   by the Bank as aforesaid).

            (ii)   to purchase for the Borrower's account, any amount in foreign
                   currency which may be required for payment of any of the
                   amounts owed by the Borrower, or to sell any foreign currency
                   standing to the Borrower's credit at the Bank and to apply
                   the proceeds to the payments of any of the amounts owed by
                   the Borrower.

            (iii)  to debit any of the Borrower's accounts with any of the
                   amounts owed by the Borrower, irrespective of whether the
                   Borrower has been called upon to effect payment thereof
                   pursuant hereto or not.

            (iv)   In any event the Bank may effect set-off without any prior
                   notice. However, in the following cases, the Bank may effect
                   such set-off by giving the Borrower 10 (ten) days' notice
                   prior to effecting such set-off:

                   (1)    in case of applying any amounts prior to their
                          maturity.

                   (2)    in case of applying any time deposit which but for
                          such application would have been automatically
                          extended or renewed, so that certain rights or benefit
                          would have accrued to me.

                   (3)    notwithstanding sub-section (b)(v)(1) above, if the
                          delay in effecting such application might be
                          detrimental to the Bank or affect any of its rights,
                          such application may be made immediately. Moreover,
                          where notice has been sent to the Borrower and in the
                          course of the 10 day period an attachment order or a
                          receivership notice affecting the Borrower is received
                          or a similar event occurs, such application may be
                          made immediately.

            (v)    Any purchase or sale under sub-section (b)(ii) above, shall
                   be effected at the rate of exchange prevailing at the Bank,
                   out of the amounts in Israeli currency or foreign currency,
                   as the case may be, standing to the Borrower's credit at the
                   Bank, or which may be obtained by realizing collaterals given
                   or which may have been given by the Borrower to the Bank.

                   The term "the rate prevailing at the Bank" shall mean, with
                   respect to any purchase of foreign currency for the
                   Borrower's account, the highest rate for cheques and
                   transfers at which the Bank at any relevant time generally
                   sells to its customers the relevant foreign currency against
                   Israeli currency, in addition to any conversion charge, tax,
                   levy, compulsory payments or any other similar payments; and
                   with respect to any sale of foreign currency from the
                   Borrower's account, the lowest rate for cheques and transfers
                   at




                                       70
<PAGE>
                   which the Bank at any relevant time generally purchases from
                   its customers the relevant foreign currency against pounds
                   sterling, after deducting any conversion charge, tax, levy,
                   compulsory payments or any other similar payments.

     (c)    The Borrower hereby instructs and authorizes the Bank to debit from
            time to time the Loan Account and the Revenue Account with the
            amount required to pay the above sums.

            These instructions and authorization do not derogate from the Bank's
            right to debit the Loan Account and the Revenue Account as provided
            in this Section 28. If the state of the Loan Account and the Revenue
            Account does not allow it to be debited by the Bank in order to
            effect final payment of any amount on account of the above sums, the
            Bank may disregard the Borrower's instructions and authorization and
            if the Bank has acted accordingly, the Bank may reverse any such
            debit and treat any amount the debit of which was reversed as an
            unpaid amount on account of the above sums and accordingly to take
            whatever action it sees fit pursuant to the provisions hereof.

     (d)    The Bank shall be entitled at any time to debit any of the
            Borrower's accounts (including such accounts held by the Borrower
            jointly and severally with other parties) with any sum due or which
            shall be due from the Borrower in any way and apply any sums
            received from or for the Borrower, to whichever account it may see
            fit and to pass any amount standing to my credit to any other
            account, as it may see fit.

30.  SEVERABILITY

     If a provision of any Finance Document is or becomes illegal, invalid or
     unenforceable in any jurisdiction, that shall not affect:

     (a)    the validity or enforceability in that jurisdiction of any other
            provision of the Finance Documents; or

     (b)    the validity or enforceability in other jurisdictions of that or
            any other provision of the Finance Documents.

     Where provisions of any Applicable Law resulting in such illegality,
     invalidity or unenforceability may be waived, they are hereby waived by
     Borrower and the Bank to the full extent permitted by Applicable Law so
     that the Finance Documents shall be deemed valid and binding agreements, in
     each case enforceable in accordance with their respective terms.

31.  COUNTERPARTS

     Each Finance Document may be executed in any number of counterparts, and
     this has the same effect as if the signatures on the counterparts were on a
     single copy of the Finance Document.



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<PAGE>
32.  NOTICES

32.1 GIVING OF NOTICES

     All notices or other communications under or in connection with the Finance
     Documents shall be given in writing and, unless otherwise stated may be
     made by letter or facsimile. Any such notice will be deemed to be given as
     follows:

     (a)    if by letter, when delivered personally or on actual receipt;

     (b)    if by facsimile, when received in legible form.

     However, a notice given in accordance with the above but received on a
     non-working day or after business hours in the place of receipt will only
     be deemed to be given on the next working day in that place.

32.2 ADDRESSES FOR NOTICES

     (a)    The address and facsimile number of each Party (other than the
            Borrower and the Bank) for all notices under or in connection with
            the Finance Documents are:

            (i)    Bank those notified by that Party for this purpose to the
                   Bank on or before the date it becomes a Party; or

            (ii)   any other notified by that Party for this purpose to the Bank
                   by not less than five Business Days' notice.

     (b)    The address and facsimile number of the Borrower are:

            Riverbank Hotel Holding B.V.
             Dufaystraat 5-hs
            1075 GR AmsterdamThe Netherlands

            Attention:  Mr. Chen Moravsky
            Facsimile:  +31-20-305 8355

            or such other as the Borrower may notify to the Bank by not less
            than five Business Days' notice.

     (c)    The address and facsimile number of the Bank are:

            Bank Hapoalim B.M.
            8/12 Brook Street
            London W1Y 1AA
            Attention:
            Facsimile:



                                       72
<PAGE>
            with a copy to:

            Herzog, Fox & Neeman
            Asia House
            4 Weizmann Street
            Tel Aviv, Israel

            Attention:  Alan Sacks
            Facsimile:  +972 3 696 6464

            or such other as the Bank may notify to the other Parties by not
            less than 5 Business Days' notice.

33.  LANGUAGE

     All documents to be furnished, delivered or provided and all other
     communications to be given or made under or in connection with the Finance
     Documents shall be in English.

34.  SURVIVAL

     All indemnities set forth in any of the Finance Documents or Equity
     Documents shall survive the execution and delivery of each such Finance
     Document and Equity Document, any cancellation or termination of any of the
     Commitments, the termination of any Finance Document or Equity Document,
     the making and repayment of the Advances and the Notes and any transfer of
     the Notes or the rights and obligations of the Bank under any Finance
     Document or Equity Document.

35.  BORROWER IN CONTROL

     In no event shall the rights and interests of any Finance Party under the
     Transaction Documents be construed to give any such party, or be deemed to
     indicate that any such party has, control of the business, management or
     properties of the Borrower or power over the daily management functions and
     operating decisions made by Borrower.

36.  GOVERNING LAW AND JURISDICTION

36.1 LAW

     This Agreement and all disputes and matters relating hereto shall be
     governed by and construed in accordance with the laws of England.

36.2 JURISDICTION

     The Borrower irrevocably agrees for the benefit of the Bank that any legal
     action arising out of or relating to this agreement may be brought in the
     Royal Courts of Justice, England and irrevocably submits to the
     non-exclusive jurisdiction of such




                                       73
<PAGE>
     courts and, without prejudice to the foregoing, further submits to the
     non-exclusive jurisdiction of such other courts as shall be designated by
     the Bank as being an appropriate forum.

36.3 PROCESS AGENT

     The Borrower irrevocably appoints Mr. Ron Mehditache of 10 Albert
     Embankment, London, SE1 7SP, United Kingdom as its agent to receive and
     acknowledge on its behalf service of any writ, summons, order, judgment or
     other notice of legal process in England. If for any reason the agent named
     above (or its successor) no longer serves as agent of the Borrower for this
     purpose, the Borrower shall promptly appoint a successor agent and notify
     the Bank of the same. Until the Bank receives such notification, it shall
     be entitled to treat the agent named above (or its said successor) as the
     agent of the Borrower for the purposes of this Section. The Borrower agrees
     that any such legal process shall be sufficiently served on it if delivered
     to such agent for service at its address for the time being in England
     whether or not such agent gives notice of the same to the Borrower.

36.4 NO LIMITATION ON RIGHT OF ACTION

     Nothing in this agreement shall limit the right of the Bank to commence any
     legal action against the Borrower and/or its assets in any other
     jurisdiction or to serve process in any manner permitted by law and the
     taking of proceedings in any jurisdiction shall not preclude the Bank from
     taking proceedings in any other jurisdiction whether concurrently or not.

36.5 WAIVER - FINAL JUDGMENT CONCLUSIVE

     The Borrower irrevocably and unconditionally waives any objection which it
     may now or hereafter have to the choice of England (or the choice of any
     other jurisdiction made pursuant to Section 36.2 (Jurisdiction)) as the
     venue of any legal action arising out of or relating to this agreement and
     agrees not to claim that any court in that venue is not a convenient or
     proper forum. The Borrower also agrees that a final judgment against it in
     any such legal action shall be final and conclusive and may be enforced in
     any other jurisdiction and that a certified or otherwise duly authenticated
     copy of the judgment shall be conclusive evidence of the fact and amount of
     its indebtedness.

37.  WAIVER OF IMMUNITY

     The Borrower irrevocably and unconditionally:

     (a)    agrees that if the Bank brings proceedings against it or its assets
            in relation to a Finance Document, no immunity from those
            proceedings (including, without limitation, suit, attachment prior
            to judgment, other attachment, the obtaining or judgement, execution
            or other enforcement) will be claimed by or on behalf of itself with
            respect to its assets;

     (b)    waives any such right of immunity which it or its assets now has
            or may subsequently acquire; and



                                       74
<PAGE>
     (c)    consents generally in respect of any such proceedings to the giving
            of any relief or the issue of any process in connection with those
            proceedings, including, without limitation, the making, enforcement
            or execution against any assets whatsoever (irrespective of its use
            or intended use) of any order or judgment which may be made or given
            in those proceedings.

                THIS SPACE HAS BEEN LEFT INTENTIONALLY BLANK.




                                       75
<PAGE>
THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS
AGREEMENT.

SIGNATORIES

BY:   /S/                                    BY:  /S/
      ----------------------------                ------------------------
      BORROWER                                    BANK

      NAME:                                       NAME:
      TITLE:                                      TITLE:


                                       76
<PAGE>
                                   SCHEDULE 1

                                     PART 1

                         CONDITIONS PRECEDENT DOCUMENTS

                             (CONDITIONS PRECEDENT)

1.   LOAN AGREEMENT

     This Agreement duly executed by the Borrower.

2.   OTHER DOCUMENTS

     Security Documents

     Each of the following items duly executed by each party thereto (other than
     the Bank):

     2.1    the Debenture;

     2.2    the Charges over Shares;

     2.3    the Guarantees; and

     2.4    the Charge over Accounts.

3.   CONSTITUTIONAL DOCUMENTS

     In relation to the Borrower and each Obligor, a certificate signed by a
     Director of such Party attaching true and complete copies of each of the
     following:

            3.1    its certificate of incorporation, all certificates on change
                   of name, memorandum and articles of association, by-laws (if
                   any) and other constitutional documents;

            3.2    resolutions of its board of directors:

                   (a)    approving the execution, delivery and performance
                          by such Party of each Finance Document to which it
                          is to be a party; and

                   (b)    authorising a person or persons to sign and, if
                          required, to affix its corporate seal to each such
                          Finance Document, and all other documents, notices and
                          requests required in connection with the Facility or
                          the Project; and

            3.3    the specimen signature(s) of the person(s) referred to in
                   Section 3.2 of this Schedule;


                                       77
<PAGE>
4.   CORPORATE STRUCTURE

     A copy of a company structure chart identifying each of the shareholders in
     the Borrower and each Obligor, their place of incorporation, the class and
     number of shares held by them and the percentage ownership of share capital
     which that shareholding represents.

5.   EQUITY

     Evidence that the greater of not less than 30 per cent of the Project Costs
     to date have been contributed in Equity to the Borrower.

6.   FINANCIAL AND BUSINESS

     A copy of each of the following:

     6.1    the audited annual accounts of the Borrower and each Obligor (other
            than Atlantic Pacific Enterprises B.V.) for its financial year
            ending 31 December 2002, together with the auditors report in
            respect of each such set of accounts; and

     6.2    the current Construction Period Budget and Operating Budget, in form
            and substance satisfactory to the Bank.

7.   AUTHORISATIONS

     Receipt of a copy of all authorisations, permits, licences, approvals and
     consents required for the consummation of the transactions contemplated
     under the Transaction Documents.

8.   ADVISERS' REPORTS

     Receipt of an:

     (a)    Initial report from the Bank's Technical Advisor; and

     (b)    an insurance report from the Bank's Insurance Advisor,

     in form and substance satisfactory to the Agent.


9.   INTELLECTUAL PROPERTY

     A schedule of all logos, trade marks, patents, design rights and other
     intellectual property owned or licensed by any Obligor in relation to the
     Hotel (including as regards the name "Riverbank Hotel") and copies of all
     agreements or licences thereto.

10.  LICENSING AND PERMITS



                                       78
<PAGE>
     10.1   A copy of each of the Project Permits, to the extent obtained prior
            to the date of the first drawdown under this agreement, and a report
            addressed by the Borrower to the Lender giving details of each of
            those Project Permits and setting out a projected timescale for
            acquiring each outstanding Project Permit.

     10.2   Evidence that all other approvals, authorizations, licences,
            exemptions, filings and notarizations required in relation to the
            Financing Documents or the Project have been obtained and are in
            full force and effect.

11.  INSURANCES

     12.1   Evidence, in form and substance satisfactory to the Bank, that all
            Insurances required to be in effect at the Drawdown Date of the
            Initial Advance pursuant to Schedule 12 (Insurances) are in full
            force and effect and all premiums in relation to those insurances
            have been paid.

     12.2   Copies of all policies of the Insurances.

12.  SECURITY MATTERS

     (a)    Evidence, in form and substance satisfactory to the Bank, that the
            Security Interests created by the Security Documents have been duly
            perfected and registered at any relevant companies' or other
            register.

     (b)    Evidence, in form and substance satisfactory to the Bank, that each
            relevant Person has provided the Bank with consents and such other
            forms as may be necessary for the Bank (without any further action
            on the part of any other person) to register and perfect each
            Security Interest created by each Security Document.

13.  ACCOUNTS

     Evidence that each of the Accounts have been opened in accordance with the
     Account Bank's standard account mandate forms.

14.  LEGAL OPINIONS

     Legal opinions, in form and substance satisfactory to the Bank from:

     (a)    Bird & Bird, Dutch legal adviser to the Borrower, Atlantic
            Pacific Enterprises B.V. and Zilver-Berk B.V. addressed to the
            Bank.

     (b)    Kanter Jules, English legal adviser to the Borrower, addressed to
            the Bank.

     (c)    Offer Vargon Avnon & Co., Israeli legal adviser to Red Sea Club
            Ltd., addressed to the Bank.

     (d)    Adv. Marc Lavine, in-house counsel to Elscint Ltd., addressed to
            the Bank.


                                       79
<PAGE>
16.  MISCELLANEOUS

     16.1   Written confirmation from the person appointed by the Borrower as
            its process agent pursuant to Section 36.3 (Process agent) of this
            Agreement that such appointment is accepted.

     16.2   Written confirmation from the persons appointed by each other
            Obligor as process agent in connection with each other Financing
            Document to which such Obligor is party that such appointment is
            accepted.

     16.3   An undertaking from Park Plaza Hotels Europe Limited in favour of
            the Bank, that they will agree to manage the Hotel and shall enter
            into a management agreement for such purpose upon request by the
            Borrower.


                                       80
<PAGE>
                                   SCHEDULE 1

                                     PART 2

                              CONDITIONS SUBSEQUENT

1.   The Borrower shall procure that the Insurances be amended in accordance
     with Schedule 12 Part 2 (Insurances - Required Amendments).

2.   The Borrower shall provide those Collateral Warranties  as set out in
     Part 3 of this Schedule 1.

3.   The Borrower shall provide copies of the letters of appointment of the
     Professional Team to the Bank.

4.   The Borrower shall procure that the Supplemental Debenture is executed.

5.   A legal opinion from Kanter Jules, English legal adviser to the Borrower,
     in form and substance satisfactory to the Bank, addressed to the Bank
     regarding the Supplemental Debenture.

6.   The Borrower shall procure that the consent of The Mayor and Burgess of the
     London Borough of Lambeth to the assignment of the lease dated 14 February
     2002 from Albert Hotel Limited to the Borrower be received.

7.   The Borrower shall have provided an updated valuation in form and substance
     satisfactory to the Bank from Knight Frank certifying the total value of
     the Project to be L110,000,000 (one hundred and ten million pounds).

8.   The Borrower provide to the Bank a copy of the executed Insurance Proceeds
     Letter, in form and substance satisfactory to the Bank.


                                       81
<PAGE>
                                   SCHEDULE 1

                                     PART 3

                              COLLATERAL WARRANTIES

1.   Amended Collateral Warranties (to the extent possible), in form and
     substance satisfactory to the Bank, from:

     (a)    Skanska Cementation Foundations

     (b)    McGee & Company Limited

2.   Amended Collateral Warranties, in form and substance satisfactory to
     the Bank, from:

     (a)    Bourne Steel Limited

     (b)    EJ Bedekabiner A/s

     (c)    RTT Engineering Services Limited

     (d)    Alu-Glass UK Limited

3.   Collateral Warranties, in form and substance satisfactory to the Bank,
     from:

     (a)    Gear Construction Management Limited (as Planning Supervisor,
            Quantity Surveyor and Management Contractor)

     (b)    Applied Geotechnical Engineering (to the extent possible)

     (c)    Isometrix (to the extent possible)

     (d)    Shachak Communication Engineering



                                       82
<PAGE>
                                   SCHEDULE 2

                          ADDITIONAL COSTS RATE FORMULA

1.   The Additional Costs Rate applicable to an Advance denominated in Sterling
     for each Interest Period shall, subject to paragraph 4 and 5 below, be
     determined according to the following formula:

                           A (D - E) + BD + C (D - F)
                           --------------------------
                                  100 - (B + C)


     where on the day on which the calculation falls to be made:


     A      is the level of secured loans which the Bank is required by the Bank
            of England to maintain in the money market, expressed as a
            percentage of Eligible Liabilities;

     B      is the level of interest free cash balances which the Bank is
            required to maintain with the Bank of England, expressed as a
            percentage of Eligible Liabilities;

     C      is the level of interest-bearing Special Deposits which the Bank is
            required to maintain with the Bank of England, expressed as a
            percentage of Eligible Liabilities;

     D      is the interest rate at which Sterling deposits for the Relevant
            Period are offered to the Bank in the London Interbank Market at or
            about 11.00 am on the requested date of drawdown relating to the
            Advance concerned;

     E      is the lower of D% and the interest rate offered by discount houses
            to the Bank for secured callable fixtures at or about 11.00am on the
            requested date of drawdown relating to the Advance concerned; and

     F      is the lower of D% and the interest rate payable by the Bank of
            England to the Bank on interest-bearing Special Deposits.

2.   For the purposes of this schedule 2:

     2.1    ELIGIBLE LIABILITIES and SPECIAL DEPOSITS shall bear the meaning
            given to them from time to time by the Bank of England; and

     2.2    RELEVANT PERIOD means the duration of the relevant Interest Period.



                                       83
<PAGE>
3.   The Additional Costs Rate shall be calculated at or about 11.00 am on the
     first day of each Relevant Period and shall be payable on the date on which
     interest is payable in respect of the relevant Advance in accordance with
     the terms of this agreement.

4.   The Bank shall determine the Additional Costs Rate by application of the
     formula set out in paragraph 11 above on the first day of each Relevant
     Period (rounding up or down to the nearest whole multiple of 1/32nd of one
     per cent.).

5.   In the event that there is any change in applicable law or regulation,
     or the interpretation thereof, by any governmental authority charged
     with the administration thereof, or in the nature of any request or
     requirement by the Bank of England, or other applicable banking
     authority, the effect of which is to impose, modify or deem applicable
     any reserve, special similar requirements against assets held by, or
     deposits in, or for the deposit, liquidity or account of, or advances by
     the Bank, or in any other respect whatsoever, the Bank shall be entitled
     to vary the formula set out in paragraph 1 above so as (but only so as)
     to restore the Bank's position - in terms of overall return to the Bank
     - to that which prevailed before such change became necessary.  The Bank
     shall notify the Borrower of any such necessary variation to the formula
     and the formula, as so varied, shall be the formula for the purposes of
     this agreement with effect from the date of notification.


                                       84
<PAGE>
                                   SCHEDULE 3

                               CHARGES OVER SHARES
<PAGE>
                                   SCHEDULE 4

                          BORROWER CHARGE OVER ACCOUNTS
<PAGE>
                                   SCHEDULE 5

                          OPERATOR CHARGE OVER ACCOUNTS
<PAGE>
                                   SCHEDULE 6

                                    DEBENTURE
<PAGE>
                                   SCHEDULE 7

                             SUBORDINATION AGREEMENT
<PAGE>
                                   SCHEDULE 8

                    COMPLETION AND COSTS OVERRUN GUARANTEE
<PAGE>
                                   SCHEDULE 9

                               REPAYMENT SCHEDULE
<PAGE>
                                   SCHEDULE 10

                              OTHER PROJECT PERMITS
<PAGE>
                                   SCHEDULE 11

                            FORM OF ADVANCE REQUESTS
<PAGE>
                                   SCHEDULE 12

                                     PART 1

                                   INSURANCES

1.    Contracts Works Insurance

2.    Third Party Liability Insurance

3.    Public and Products Liability Insurance

4.    Business Interruption Insurance
<PAGE>
                                   SCHEDULE 12

                                     PART 2

                        INSURANCES - REQUIRED AMENDMENTS

1.   The amendments set out in the letters of the Bank's Insurance Consultant to
     the Bank dated 7 December 2003 and 11 December 2003 (based upon the Bank's
     Insurance Consultant's review of the cover notes of the Insurances) which
     shall be made to the satisfaction of the Bank:
<PAGE>
                                   SCHEDULE 13

                                PROFESSIONAL TEAM