DATED 10 MARCH 1997






                   INTERFACE SYSTEMS INTERNATIONAL LIMITED  (1)
                                        and

                     THE FIRST NATIONAL BANK OF CHICAGO    (2)




                                     DEBENTURE




















































                                     CONTENTS
Clause             Heading                               Page

1               Interpretation                             1
2               Covenant to Pay                            4
3               Charges                                    5
4               Set-off                                    7
5               Undertakings                               8
6               Further Assurance                         13
7               Certain powers of the Bank: Enforcement   14
8               Appointment and Powers of Receiver        15
9               Application of Proceeds; Purchasers       18
10              Indemnities; Costs and Expenses           18
11              Power of Attorney                         19
12              Continuing Security and Other Matters     20
13              Currencies                                21
14              Representations and Warranties            21
15              Miscellaneous                             24
16              Notices                                   25
17              Law                                       25



















































THIS DEBENTURE dated March 30, 1997 and made BETWEEN:

(1)             INTERFACE SYSTEMS INTERNATIONAL LIMITED (No. 3253366) whose
                registered office is at Halcyon House, 5 London Road,
                Bicester, Oxfordshire, OX6 7BY (the "Company"); and

(2)             THE FIRST NATIONAL BANK OF CHICAGO acting through its office
                at First Chicago House, 90 Long Acre, London WC2E 9RB (the
                "Bank")

WITNESSES as follows:

1               Interpretation                                                
     

1.1             Definitions: In this Deed, unless the context otherwise
                requires

                "Charged Assets" means all the undertaking, goodwill,
                property, assets and rights of the Company described in
                clauses 3.1 and 3.2;

                "Collateral Instruments" means negotiable and non-negotiable
                instruments, guarantees, indemnities and other assurances
                against financial loss and any other documents or instruments
                which contain or evidence an obligation (with or without
                security) to pay, discharge or be responsible directly or
                indirectly for, any liabilities of any person and includes
                any document or instrument creating or evidencing an
                Encumbrance;

                "Debts" means the assets of the Company described in clause
                3. 1 (d);

                "Default Rate" means 3 per cent. per annum over the Bank's
                base, rate for sterling overdrafts from time to time, such
                interest to be compounded by reference to such periods as the
                Bank shall in its absolute discretion determine;

                "disposal" includes any sale, lease, sub-lease, assignment or
                transfer, the grant of an option or similar right, the grant
                of any easement, right or privilege, the creation of a trust
                or other equitable interest in favour of a third party, a
                sharing or parting with possession or occupation whether by
                way of licence or otherwise and the granting of access to any
                other person over any intellectual property, and "dispose"
                and "disposition" shall be construed accordingly;

                "Encumbrance" means any mortgage, charge (whether fixed or
                floating), pledge, lien, hypothecation, standard security,
                assignment by way of security or other security interest of
                any kind;

                "Enforcement Date" means the date on which the Bank demands
                the payment or discharge of all or any part of the Secured
                Obligations or, if earlier, the date on which a petition for
                an administration order is presented in relation to the
                Company;

                "Environmental Claim" means any claim, notice of violation,
                prosecution, demand, action, official warning, abatement or
                other order (conditional or otherwise) relating to
                Environmental Matters and any notification or order requiring
                compliance with the terms of any Environmental Licence or
                Environmental Law;

                "Environmental Laws" includes all or any laws, statutes,
                rules, regulations, treaties, directives, directions, by-
                laws, codes of practice, circulars, guidance notes, orders,
                notices, demands, decisions of the courts or anything like
                any of the foregoing of any governmental authority or agency
                or any regulatory body or any other body whatsoever in any
                Jurisdiction or the European Community relating to
                Environmental Matters applicable to the Company, the business
                carried on at any time by the Company, the Properties, the
                operation of any business from or using any of the Properties
                or the occupation or use of any of the Properties;

                "Environmental Licence" means any permit, licence,
                authorisation, consent or other approval required at any time
                by any Environmental Law in relation to the Company, the
                business carried on by the Company, the Properties or the
                occupation or use of, or the operation of any business from
                or using, any of the Properties;

                "Environmental Matters" means (a) the generation, deposit,
                disposal, keeping, treatment, transportation, transmission,
                handling, importation, exportation, processing, collection,
                sorting, presence or manufacture of any waste (as defined in
                the Environmental Protection Act 1990) or any Relevant
                Substance; (b) nuisance, noise, defective premises, health
                and safety at work or elsewhere; (c) the carrying out of any
                development (as defined In section 55(l) Town and Country
                Planning Act 1990); and (d) the pollution, conservation or
                protection of the environment (both natural and built) or of
                man or any living organisms supported by the environment or
                any other matter whatsoever affecting the environment or any
                part of it;

                "Floating Charge Assets' means the assets of the Company from
                time to time expressed to be charged by this Deed by way of
                floating charge;

                "Insurances" means all present and future contracts or
                policies of insurance (including life policies) in which the
                Company from time to time has an interest;

                "Intellectual Property Rights" means the assets of the
                Company described in clause 3. 1 (g);

                "Material Environmental Effect" means a material adverse
                effect in the opinion of the Bank on (i) the financial
                condition of the Company or any of its Subsidiaries or (ii)
                the ability of the Company to perform Its obligations under
                or otherwise comply with the terms of this Deed or (iii) the
                value or marketability of any premises owned, leased or
                occupied by the Company;

                "Permitted Encumbrance" means any Encumbrance arising by way
                of retention of title of goods by the, supplier of such goods
                where such goods are supplied on credit and are acquired in
                the ordinary course of trading of the Company;

                "Properties" means the assets of the Company described in
                clause 3. 1 (a) and all present and future heritable and
                leasehold property of the Company situate in Scotland and all
                liens, charges, options, agreements, rights and interests in
                or over land or the proceeds of sale of land situate in
                Scotland and all buildings, fixtures (including trade
                fixtures) and fixed plant and machinery from time to time on
                such property or land together with all rights, easements,
                servitudes and privileges appurtenant to, or benefitting, the
                same, in all cases both present and future;

                "Receiver" means any one or more receivers and/or managers or
                administrative receivers appointed by the Bank pursuant to
                this Deed in respect of the Company or over all or any of the
                Charged Assets;

                "Relevant Substance" means any substance whatsoever (whether
                in a solid or liquid form or in the form of a gas or vapour
                and whether alone or in combination with any other substance)
                or waste (as defined in the Environmental Protection Act
                1990) which is capable of causing harm to man or any other
                living organism supported by the Environment, or damaging the
                Environment or public health or welfare;

                "Secured Obligations" means all moneys,, obligations and
                liabilities covenants to be paid or discharged by the Company
                under or pursuant to clause 2;

                "Securities" means the assets of the Company described in
                clause 3. 1 (c);

                "Subsidiary" shall have the meaning given to it by section
                736 Companies Act 1985; and

                "Supplemental Facility Letter" means the supplemental
                facility letter from the Bank to the Company dated on or
                about the date of this Deed.

1.2             Successors and assigns: The expressions "Bank", and "Company"
                include, where the context admits, their respective
                successors, and, in the case of the Bank, its transferees and
                assignees, whether immediate or derivative.

1.3             Headings: Clause headings and the contents page are inserted
                for convenience of reference only and shall be ignored in the
                interpretation of this Deed.

1.4             Construction of certain terms: In this Deed, unless the
                context otherwise requires:

                (a)         references to clauses are to be construed as
                            references to the clauses of this Deed;

                (b)         reference to (or to any specified provision of)
                            this Deed or any other document shall be construed
                            as references to this Deed, that provision or that
                            document as in force for the time being and as
                            amended in accordance with the terms thereof or,
                            as the case may be, with the agreement of the
                            relevant parties and (where such consent is, by
                            the terms of this Deed or the relevant document,
                            required to be obtained as a condition to such
                            amendment being permitted) the prior written
                            consent of the Bank;

                (c)         words importing the plural shall include the
                            singular and vice versa;

                (d)         references to a person shall be construed as
                            including references to an individual, firm,
                            company, corporation, unincorporated body of
                            persons or any State or any agency thereof; and

                (e)         references to statutory provisions shall be
                            construed as references to those provisions as
                            replaced, amended or re- enacted from time to
                            time.

1.5             Effect as a deed: This deed is intended to take effect as a
                deed notwithstanding that the Bank may have executed it under
                hand only.

2.              Covenant to Pay

2.1             Secured obligations: The Company hereby covenants that it win
                on demand pay to the Bank all moneys and discharged all
                obligations and liabilities now or hereafter due, owing or
                incurred to the Bank when the same become due for payment or
                discharge whether by acceleration or otherwise, and whether
                such moneys, obligations or liabilities are express or
                implied; present, future or contingent; joint or several;
                incurred as principal or surety; originally owing to the Bank
                or purchased or otherwise acquired by it; denominated in
                sterling or in any other currency; or incurred on any banking
                account or in any other manner whatsoever.

2.2             Certain liabilities: The liabilities referred to in clause
                2.1 shall, without limitation, include:

                (a)         all liabilities under or in connection with
                            foreign exchange transactions, interest rate swaps
                            and other arrangements entered into for the
                            purpose of limiting exposure to fluctuations in
                            interest or exchange rates;

                (b)         all liabilities arising from the issue,
                            acceptance, endorsement, confirmation or discount
                            of any negotiable or non-negotiable instruments,
                            documentary or other credits, bonds, guarantees,
                            indemnities or other instruments of any kind; and

                (c)         interest (both before and after judgment) to date
                            of payment at such rates and upon such terms as
                            may from time to time be agreed, commission, fees
                            and other charges and all legal and other costs,
                            charges and expenses on a full and unqualified
                            indemnity basis which may be incurred by the Bank
                            in relation to any such moneys, obligations or
                            liabilities or generally in respect of the
                            Company.

3               Charges

3.1             Fixed Charge: The Company hereby charges to the Bank by way
                of first fixed charge (and as regards all those parts of the
                freehold and leasehold property in England and Wales now
                vested in the Company by way of first legal mortgage) with
                full title guarantee and as a continuing security for the
                payment and discharge of the Secured Obligations the
                following assets, both present and future, from time to time
                owned by the Company or in which the Company may from time to
                time have an interest:

                (a)         Properties: all freehold and leasehold property of
                            the Company situate in England and Wales and all
                            liens, charges, options, agreements, rights and
                            interests in or over land or the proceeds of sale
                            of land situate in England and Wales and all
                            buildings, fixtures (including trade fixtures) and
                            fixed plant and machinery from time to time on
                            such property or land together with all rights,
                            easements and privileges appurtenant to, or
                            benefitting, the same;

                (b)         Plant and Machinery: all plant, machinery,
                            vehicles, computers and office and other equipment
                            and the benefit of all contracts and warranties
                            relating to the same;

                (c)         Securities: all stocks, shares, bonds and
                            securities of any kind whatsoever whether
                            marketable or otherwise and all other interests
                            (including but not limited to loan capital) in any
                            person, including all allotments, rights, benefits
                            and advantages whatsoever at any time accruing,
                            offered or arising in respect of or incidental to
                            the same and all money or property accruing or
                            offered at any time by way of conversion,
                            redemption, bonus, preference, option, dividend,
                            distribution, interest or otherwise in respect
                            thereof;

                (d)         Debts: all book and other debts, revenues and
                            claims, whether actual or contingent, whether
                            arising under contracts or in any other manner
                            whatsoever and whether originally owing to the
                            Company or purchased or otherwise acquired by it
                            including, without limitation, any amount from
                            time to time standing to the credit of any bank or
                            other account with the Bank or with any other
                            person and all things in action which may give
                            rise to any debt, revenue or claim, together with
                            the full benefit of any Encumbrances, Collateral
                            Instruments and any other rights relating thereto
                            including, without limitation, reservations of
                            proprietary rights, rights of tracing and unpaid
                            vendor's liens and associated rights;

                (e)         Insurances: all moneys from time to time payable
                            to the Company under pursuant to the Insurances
                            including without limitation the refund of any
                            premiums;

                (f)         Goodwill and uncalled capital: all goodwill and
                            uncalled capital;

                (g)         Intellectual Property Rights: all patents, patent
                            applications, trade marks and service
                            marks(whether registered or not), trade mark
                            applications, service mark applications, trade
                            names, registered designs, design rights,
                            copyrights, computer programmes, know- how and
                            trade secrets and all other industrial or
                            intangible property or rights and all licences,
                            agreements and ancillary and 

                            connected rights relating to, intellectual and
                            intangible property.

3.2             Floating Charge: The Company hereby charges to the Bank by
                way of first floating charge with full title guarantee and as
                a continuing security for the payment and discharge of the
                Secured Obligations its undertaking and all its property,
                assets and rights whatsoever and wheresoever both present and
                future, other than any property or assets from time to time
                effectively charged by way of legal mortgage or fixed charge
                or assignment pursuant to clause 3.1 or otherwise pursuant to
                this Deed but including (without limitation and whether or
                not so effectively charged) any of its property and assets
                situated in Scotland.

3.3             Restrictions on dealing with Charged Assets: The Company
                hereby covenants that it win not without the prior written
                consent in writing of the Bank:

                (a)         dispose of, or create or attempt to create or
                            permit to subsist or arise any Encumbrance on or
                            over, the Debts or any part thereof or release,
                            set off or compound or deal with the same
                            otherwise than in accordance with clause 5. 1 (a);

                (b)         create or attempt to create or permit to subsist
                            in favour of any person other than the Bank any
                            Encumbrance (except a Permitted Encumbrance and a
                            lien arising by operation of law in the ordinary
                            course of trading over property other than land)
                            on or affecting the Charged Assets or any part
                            thereof; or

                (c)         dispose of the Charged Assets or any part thereof
                            or attempt or agree so to do except in the case
                            of:

                (i)         stock-in-trade, which may, subject to the other
                            provisions of this Deed, be sold at full market
                            value in the usual course of trading as now
                            conducted and for the purpose of carrying on the
                            Company's business; and

                (ii)        other Floating Charge Assets which may, subject to
                            the other provisions of this Deed, be disposed of
                            in the ordinary course of business.

 3.4            Credit balances: The Company irrevocably and unconditionally
                agrees that if there shall from time to time be any credit
                balance on any of its accounts with the Bank, the Bank shall
                leave the absolute right to refuse to permit such credit
                balance to be utilised or withdrawn by the Company whether in
                whole or in part if at that time there are outstanding any of
                the Secured Obligations.

3.5             Automatic conversion of floating charge: Notwithstanding
                anything expressed or implied in this Deed, if the Company
                creates or attempts to create any Encumbrance over all or any
                of the Floating Charge Assets without the prior consent in
                writing of the Bank or if any person levies or attempts to
                levy any distress, execution, sequestration or other process
                or does or attempts to do any diligence in execution against
                any of the Floating Charge Assets, the floating charge
                created by clause 3.2 over the property or asset concerned
                shall thereupon automatically without notice be converted
                into a fixed charge.

3.6             Conversion of floating charge by notice: Notwithstanding
                anything expressed or implied in this Deed but without
                prejudice to clause 3.5, the Bank shall be entitled at any
                time by giving notice in writing to that effect to the
                Company to convert the floating charge over all or any part
                of the Floating Charge Assets into a fixed charge as regards
                the assets specified in such notice.

3.7             H.M. Land Registry: The Company hereby applies to the Chief
                Land Registrar for the registration of the following
                restriction against each of the registered titles to any
                Property (and against any title to any unregistered property
                which is or ought to be the subject of a first registration
                of title at H.M. Land Registry at the date of this Deed):

                "Except under an Order of the Registrar no disposition or
                charge or other security interest is to be registered or
                noted without the consent of the proprietor for the time
                being of Charge No."

4               Set-off

4.1             Set-off: The Company hereby agrees that the Bank may at any
                time without notice, notwithstanding any settlement of
                account or other matter whatsoever, combine or consolidate
                all or any of its then existing accounts wheresoever situate
                (including accounts in the name of the Bank or of the Company
                jointly with others), whether such accounts are current,
                deposit, loan or of any other nature whatsoever, whether they
                are subject to notice or not and whether they are denominated
                in sterling or in any other currency, and set-off or transfer
                any sum standing to the credit of any one or more such
                accounts in or towards satisfaction of the Secured
                Obligations which, to the extent not then payable, shall
                automatically become payable to the extent necessary to
                effect such set-off.

4.2             Purchase of currencies: For the purpose of clause 4. 1, the
                Company authorises the Bank to purchase with the moneys
                standing to the credit of such accounts such other currencies
                as may be necessary to effect such applications.

5               Undertakings

5.1             The Company hereby undertakes with the Bank that during the
                continuance of this security the Company win:

                (a)         Debts: collect in the ordinary course of its
                            business in a proper and efficient manner and pay
                            into its account with the Bank or such other
                            account as the Bank may from time to time specify
                            all moneys which it may receive in respect of the
                            Debts forthwith on receipt and not, without the
                            prior written consent of the Bank, seek to
                            compromise, compound, vary, discharge, postpone or
                            release any of the Debts or waive its right of
                            action in connection therewith or do or omit to do
                            anything which may delay or prejudice the full
                            recovery thereof;

                (b)         Deposit of deeds: deposit with the Bank (to be
                            held at the risk of the Company):

                (i)         all deeds and documents of title relating to the
                            Properties and to any subordinate interest in any
                            of them and the insurance policies relating
                            thereto;

                (ii)        all certificates and documents of title relating
                            to the Securities and such deeds of transfer in
                            blank and other documents as the Bank may from
                            time to time require for perfecting the title of
                            the Bank to the Securities (duly executed by or
                            signed on behalf of the registered holder) or for
                            vesting or enabling it to vest the same in itself
                            or its nominees or in any purchaser; and

                (iii)       all such other documents relating to the Charged
                            Assets as the Bank may from time to time require;

                (c)         Calls etc: duly and promptly pay all calls,
                            instalments or other moneys which may from time to
                            time become due in respect of any of its
                            Securities, it being acknowledged by the Company
                            that the Bank shall not in any circumstances incur
                            any liability whatsoever in respect of any such
                            calls, instalments or other moneys;

                (d)         Provision of information: provide the Bank with
                            such financial and other information relating to
                            the Company and its business as the Bank may from
                            time to time require;

                (e)         Conduct of business: conduct and carry on its
                            business, and procure that each of its
                            Subsidiaries conducts and carries on its business,
                            in a proper and efficient manner and keep or cause
                            or procure to be kept proper books of account
                            relating to such business and not make any
                            material alteration in the nature or mode of
                            conduct of any such business;

                (f)         Compliance with covenants etc: observe and perform
                            all covenants, burdens, stipulations, requirements
                            and obligations from time to time affecting the
                            Charged Assets and/or the use, ownership,
                            occupation, possession, operation, repair,
                            maintenance or other enjoyment or exploitation of
                            the Charged Assets whether Imposed by statute, law
                            or regulation, contract, lease, licence, grant or
                            otherwise, carry out all registrations or renewals
                            and generally do all other acts and things
                            (Including the taking of legal proceedings)
                            necessary or desirable to maintain, defend or
                            preserve its right, title and interest to and in
                            the Charged Assets without infringement by any
                            third party and not without the prior consent in
                            writing of the Bank (such consent not to be
                            unreasonably withheld or delayed) enter into any
                            onerous or restrictive obligations affecting any
                            of the same or agree any rent review relating to
                            any interest in any of the Properties;

                (g)         Alteration or development of Properties: not make
                            any structural or material alteration to or to the
                            user of any of its Properties or do or permit to
                            be done anything which is a "development" within
                            the meaning of the Town and Country Planning Acts
                            from time to time or any orders or regulations
                            under such Acts or do or permit or omit to be done
                            any act, matter or thing as a consequence of which
                            any provision of any statute, bylaw, order or
                            regulation or any condition of any consent,
                            licence, permission or approval (whether of a
                            public or private nature) from time to time in
                            force affecting any of the Properties is or may be
                            infringed;

                (h)         Maintenance of buildings, machinery and plant:
                            keep, and procure that each of its Subsidiaries
                            win keep, all its buildings, machinery, plant,
                            fixtures, vehicles, computers and office and other
                            equipment in good and substantial repair and in
                            good working order and condition and permit the
                            Bank and its agents or representatives to enter
                            and view their state and condition;

                (j)         Insurance:

                (i)         (subject to clause 5.1(i)(iv)) insure and keep
                            insured, and procure that each of its Subsidiaries
                            win insure and keep insured, at its own expense to
                            the full replacement or reinstatement value
                            thereof from time to time (including, where
                            applicable, the cost of demolition and site
                            clearance, architects', surveyors' and other
                            professional fees and incidental expenses in
                            connection with replacement or reinstatement) all
                            its assets of an insurable nature with insurers
                            previously approved by the Bank in writing against
                            loss or damage (including loss of rent and
                            profits) by fire, storm, lightning, explosion,
                            riot, civil commotion, malicious damage, impact,
                            flood, burst pipes, aircraft and other aerial
                            devices or articles dropped therefrom (other than
                            war risk), third party and public liability and
                            liability under the Defective Premises Act 1972
                            and such other risks and contingencies as the Bank
                            shall from time to time request, such insurances
                            to be effected with the interest of the Bank noted
                            on the policy and with the policy containing such
                            provisions for the protection of the Bank as the
                            Bank may reasonably require;

                (ii)        maintain such other insurance policies (with the
                            interest of the Bank noted thereon) containing
                            like provisions for the protection of the Bank as
                            are normally maintained by prudent companies
                            carrying on businesses similar to those of the
                            Company;

                (iii)       duly and promptly pay all premiums and other
                            moneys necessary for effecting and keeping up such
                            insurances and on demand produce to the Bank the
                            policies of such insurance and evidence of such
                            payments and comply in all other respects with the
                            terms and conditions of the relevant policies
                            including without limitation any stipulations or
                            restrictions as to the use and/or operation of any
                            asset;

                (iv)        (in the case of any leasehold property where the
                            Company is prohibited by the terms of the relevant
                            lease from complying with the obligations referred
                            to in clause 5.1(i)(i)) procure (where it is
                            empowered to do so) or otherwise use all
                            reasonable efforts to procure the maintenance by
                            the landlord (or other third party) of such
                            insurance obligations in accordance with the
                            provisions of the relevant lease;

                (j)         Property outgoings: punctually pay, or cause to be
                            paid, and indemnify the Bank and any Receiver (on
                            a several basis) against, all present and future
                            rent, rates, taxes, duties, charges, assessments,
                            impositions and outgoings whatsoever (whether
                            imposed by agreement, statute or otherwise) now or
                            at any time during the continuance of this
                            security payable in respect of the Properties or
                            any part thereof or by the owner or occupier
                            thereof;

                (k)         Possession of Properties:  without prejudice to
                            the generality of clause 3.3(c), not without the
                            prior consent in writing of the Bank grant any
                            lease, part with possession or share occupation of
                            the whole or any part of any of the Properties or
                            confer any licence, right or interest to occupy or
                            grant any licence or permission to assign,
                            underlet or part with possession of the same or
                            any part thereof or permit any person:

                (i)         to be registered (jointly with the Company or
                            otherwise) as proprietor under the Land
                            Registration Acts of any of the Properties nor
                            create or permit to arise any overriding interest
                            affecting the same within the definition in those
                            Acts or within the meaning of the Land
                            Registration (Scotland) Act 1979; or

                (ii)        to become entitled to any right, easement,
                            covenant, interest or other title encumbrance
                            which might adversely affect the value or
                            marketability of any of the Properties;

                (l)         Variation of leasehold interests: not without the
                            prior consent in writing of the Bank vary,
                            surrender, cancel or dispose of, or permit to be
                            forfeit, any leasehold interest in any of the
                            Properties;

                (m)         Equipment leases etc.: not without the prior
                            consent in writing of the Bank surrender, cancel
                            or dispose of, any credit sale, hire purchase,
                            leasing, rental, licence or like agreement for any
                            equipment used in its business or agree to any
                            material variation of the same except in relation
                            to equipment which has an aggregate fair market
                            value no greater than $20,000;

                (n)         Acquisition of property: immediately inform the
                            Bank before contracting to purchase any estate or
                            interest in freehold, leasehold or heritable
                            property and supply the Bank with such details of
                            the purchase as the Bank may from time to time
                            request;

                (o)         Environmental Claims: promptly on becoming aware
                            of it inform the Bank of any Environmental Claim
                            which has been made or threatened against the
                            Company or any occupier of any of the Properties
                            or of any property owned, leased, occupied or
                            otherwise used by the Company or any of the
                            officers of the Company in their capacity as such
                            or any requirement by any Environmental Licence or
                            applicable Environmental Laws to make any
                            investment or expenditure or take or desist from
                            taking any action which might, if substantiated,
                            have a Material Environmental Effect;

                (p)         Access: procure that representatives designated by
                            the Bank and its representatives win be allowed
                            access at reasonable times to inspect the
                            Properties and, where the Bank reasonably believes
                            it to be necessary, to require testing or the
                            taking of samples at the expense, of the Company
                            to verify compliance with Environmental Law and
                            Environmental Licences;

                (q)         Relevant Substances: notify the Bank forthwith
                            upon becoming aware of any Relevant Substance at
                            or brought on to any of the Properties which might
                            give rise to any Environmental Claim, and take or
                            procure the taking of all necessary action to deal
                            with, remedy or remove from such Property or
                            prevent the incursion of (as the case may be) that
                            Relevant Substance in order to prevent an
                            Environmental Claim and in a manner that complies
                            with all requirements of Environmental Law;

                (r)         Intellectual Property Rights: without prejudice to
                            the generality of clause 5.1(f):

                (i)         take all necessary action to safeguard and
                            maintain its rights, present and future, in or
                            relating to all Intellectual Property Rights
                            including, without limitation, observing all
                            covenants and stipulations relating thereto,
                            paying all renewal fees and taking all other steps
                            necessary to maintain all registered design,
                            patent, trade mark and service mark registrations
                            held by it;

                (ii)        use all reasonable efforts to effect registration
                            of applications for registration of any registered
                            design, patent, trade mark and service mark and
                            keep the Bank informed of events relevant to any
                            such application and not without the prior consent
                            in writing of the Bank permit any Intellectual
                            Property Rights to be abandoned or canceled, to
                            lapse or to be liable to any claim of abandonment
                            for non-use or otherwise;

                (iii)       notify the Bank forthwith of any infringement or
                            suspected infringement or any challenge to the
                            validity of any of its present or future
                            Intellectual Property Rights which may come to its
                            notice, supply the Bank with all information in
                            its possession relating thereto and take all steps
                            necessary to prevent or bring to an end any such
                            infringement and to defend any challenge to the
                            validity of any such rights;

                (s)         Disposals to connected persons: without prejudice
                            to the generality of clause 3.3(c), not (without
                            the prior consent in writing of the Bank) dispose
                            of any Charged Assets to any person who is
                            connected (within the meaning of section 249
                            Insolvency Act 1986) with the Company save on
                            terms previously approved in writing by the Bank;

                (t)         Report on title: forthwith on request by the Bank,
                            provide the Bank with a report from solicitors
                            approved by the Bank in such form as the Bank may
                            require as to the title of the Company to such of
                            the Properties as the Bank shall specify;

                (u)         Jeopardy: not do or cause or permit to be done
                            anything which may in any way depreciate,
                            jeopardise or otherwise prejudice the value to the
                            Bank of any of the Charged Assets;

                (v)         No Subsidiaries to be formed or acquired: not
                            (without the prior consent in writing of the Bank)
                            form or acquire any Subsidiary; and

5.2             Power to remedy: If the Company at any time defaults in
                complying with any of its obligations contained in this Deed,
                the Bank shall, without prejudice to any other rights arising
                as a consequence of such default, be entitled (but not bound)
                to make good such default and the Company hereby irrevocably
                authorises the Bank and its employees and agents by way of
                security to do all such things (including, without
                limitation, entering the Company's property) necessary or
                desirable in connection therewith.  Any moneys so expended by
                the Bank shall be repayable by the Company to the Bank oil
                demand together with interest at the Default Rate from the
                date of payment by the Bank until such repayment, both before
                and after judgment.  No exercise by the Bank of its powers
                under this clause 5.2 shall make it liable to account as a
                mortgagee in possession.

6               Further Assurance

6.1             Further assurance: The Company shall if and when at any time
                required by the Bank execute such further Encumbrances and
                assurances in favour of the Bank and the Bank and do all such
                acts and things as the Bank shall from time to time require
                over or in relation to all or any of the Charged Assets to
                secure the Secured Obligations or to perfect or protect the
                security intended to be created by this Deed over the Charged
                Assets or any part thereof or to facilitate the realisation
                of the same.

6.2             Certain documentary requirements: Such further Encumbrances
                and assurances shall by or on behalf of the Bank at the
                expense of the Company and shall contain (a) an immediate
                power of sale without notice, (b) a clause excluding section
                93 Law of Property Act 1925 and the restrictions contained in
                section 103 Law of Property Act 1925 and (c) such other
                clauses for the benefit of the Bank as the Bank may
                reasonably require (but so that in relation to property in
                Northern Ireland such references shall be deemed to be
                references to sections 17 and 20 respectively of the
                Conveyancing and Law of Property Act 1881).

6.3             Specific security documents required: Without prejudice to
                the generality of the provisions of clauses 6.1 and 6.2 the
                Company shall execute as and when so required by the Bank:

                (a)         a mortgage, charge, standard security or
                            hypothecation (as specified by the Bank) over any
                            heritable property in Scotland owned, or any
                            recorded lease of heritable property in Scotland
                            held, by it at the date of this Deed, any
                            leasehold or freehold property in Northern Ireland
                            or the Republic of Ireland owned by it at the date
                            of this Deed, and any and all heritable fixtures
                            and fittings and fixed plant and machinery at any
                            time situate thereon including (without prejudice
                            to the generality of the foregoing) tenants
                            fixtures and fittings in and upon any such leased
                            property; and/or

                (b)         a legal mortgage, legal charge, standard security
                            or hypothecation (as specified by the Bank) over
                            any freehold, leasehold and heritable properties
                            acquired by it after the date of this Deed
                            (including all or any of the Properties as and
                            when the same are conveyed, transferred, or let to
                            it) and over any and all fixtures, trade fixtures
                            and fixed plant and machinery at any time and from
                            time to time situate thereon.

7               Certain powers of the Bank: Enforcement

7.1             The Securities:

                (a)         The Bank and its nominees at the discretion of the
                            Bank may exercise in the name of the Company or
                            otherwise at any time whether before or after
                            demand for payment and without any further consent
                            or authority on the part of the Company (but
                            subject to clause 7.1(d)) in respect of the
                            Securities any voting rights and all powers given
                            to trustees by section 10(3) and (4) Trustee Act,
                            1925 (as amended by section 9 Trustee Investments
                            Act, 1961) in respect of securities or property
                            subject to a trust and any powers or rights which
                            may be exercisable by the person in whose name any
                            of the Securities is registered or by the bearer
                            thereof.

                (b)         The Company win if so requested by the Bank
                            transfer all or any of the Securities to such
                            nominees or agents as the Bank may select.

                (c)         Until the Enforcement Date the Bank win hold all
                            dividends, distributions, interest and other
                            moneys paid on and received by it in respect of
                            the Securities for the account of the Company and
                            win, subject to any right of set-off and to clause
                            3.4, pay such dividends, interest and other moneys
                            to the Company upon request.

                (d)         Until the Enforcement Date the Bank win exercise
                            all voting and other rights and powers attached to
                            the Securities as the Company may from time to
                            time in writing reasonably direct provided that
                            the Bank shall be under no obligation to comply
                            with any such direction where compliance would, in
                            the Bank's opinion, be prejudicial to the security
                            created by this Deed.

7.2             Powers on enforcement: At any time on or after the
                Enforcement Date or if requested by the Company, the Bank
                may, without further notice, without the restrictions
                contained in section 103 Law of Property Act 1925 (or in the
                case of property in Northern Ireland section 20 of the
                Conveyancing and Law of Property Act 1881) and whether or not
                a Receiver shall have been appointed, exercise all the powers
                conferred upon mortgagees by the Law of Property Act 1925 (or
                in the case of property in Northern Ireland the Conveyancing
                and Law of Property Act 1881) as varied or extended by this
                Deed and all the powers and discretions conferred by this
                Deed on a Receiver either expressly or by reference.

7.3             Subsequent Encumbrances:  If the Bank receives notice of any
                subsequent Encumbrance affecting the Charged Assets or any
                part thereof, the Bank may open a new account for the
                Company.  If it does not do so then, unless the Bank gives
                express written notice to the contrary to the Company, it
                shall nevertheless be treated as if it had opened a new
                account at the time when it received such notice and as from
                that time all payments made by or on behalf of the Company to
                the Bank shall be credited or be treated as having been
                credited to the new account and shall not operate to reduce
                the amount due from the Company to the Bank at the time when
                it received such notice.
7.4             Statutory power of leasing: The Bank shall have the power to
                lease and make agreements for leases at a premium or
                otherwise, to accept surrenders of leases and to grant
                options on such terms as the Bank shall consider expedient
                and without the need to observe any of the provisions of
                sections 99 and 100 Law of Property Act 1925 (or In the case
                of property in Northern Ireland section 18 of the
                Conveyancing and Law of Property Act 1881).

7.5             Contingencies: If the Bank enforces the security constituted
                by this Deed at a time when no amount In respect of the
                Secured Obligations is due and payable, the Bank (or the
                Receiver) may pay the proceeds of any recoveries effected by
                it into an interest-bearing suspense account.  The Bank may
                (subject to the payment of any claims having priority to this
                security) withdraw amounts standing to the credit of such
                suspense account for application as follows:

                (a)         paying all costs, charges and expenses incurred
                            and payments made by the Bank (or the Receiver) in
                            the course of such enforcement;

                (b)         paying remuneration to the Receiver as and when
                            the same becomes due and payable; and

                (c)         paying amounts due and payable in respect of the
                            Secured Obligations as and when the same become
                            due and payable.

8               Appointment and Powers of Receiver

8.1             Appointment: At any time on or after the Enforcement Date or
                if requested by the Company, the Bank may by instrument in
                writing executed as a deed or under the hand of any director
                or other duly authorised officer appoint any qualified person
                to be a Receiver of the Charged Assets or any part thereof. 
                Where more than one Receiver is appointed, each joint
                Receiver shall have power to act severally, independently of
                any other joint Receivers, except to the extent that the Bank
                may specify to the contrary in the appointment.  The Bank may
                (subject, where relevant, to section 45 Insolvency Act 1986)
                remove any Receiver so appointed and appoint another in his
                place.  In this clause 8 a "qualified person" is a person
                who, under the Insolvency Act 1986, is qualified to act as a
                receiver of the property of any company with respect to which
                he is appointed or, as the case may be, an administrative
                receiver of any such company.

8.2             Receiver as agent: A Receiver shall be the agent of the
                Company and the Company shall be solely responsible for his
                acts or defaults and for his remuneration.

8.3             Powers of Receiver: A Receiver shall have all the powers
                conferred from time to time oil receivers and administrative
                receivers by statute (in the case of powers conferred by the
                Law of Property Act 1925, without the restrictions contained
                in section 103 of that Act) and power on behalf and at the
                expense of the Company (notwithstanding liquidation of the
                Company) to do or omit to do anything which the Company could
                do or omit to do in relation to the Charged Assets or any
                part thereof.  In particular (but without limitation) a
                Receiver shall have power to do all or any of the following
                acts and things:

                (a)         Take possession: take possession of, collect and
                            get in all or any of the Charged Assets and
                            exercise In respect of the Securities all voting
                            or other powers or rights available to a
                            registered holder thereof in such manner as he may
                            think fit;


                (b)         Carry on business: carry on, manage, develop,
                            reconstruct, amalgamate or diversify the business
                            of the Company or any part thereof or concur in so
                            doing; lease or otherwise acquire and develop or
                            improve properties or other assets without being
                            responsible for loss or damage;

                (c)         Borrow money: raise or borrow any money from or
                            incur any other liability to the Bank or others on
                            such terms with or without security as he may
                            think fit and so that any such security may be or
                            include a charge on the whole or any part of the
                            Charged Assets ranking in priority to this
                            security or otherwise;

                (d)         Dispose of assets: without the restrictions
                            imposed by section 103 Law of Property Act 1925
                            (or in the case of property in Northern Ireland
                            section 20 of the Conveyancing and Law of Property
                            Act 1881) or the need to observe any of the
                            provisions of sections 99 and 100 of such Act (or
                            section 18 of the Conveyancing and Law of Property
                            Act 1881 in the case of Northern Ireland), sell by
                            public auction or private contract, let, surrender
                            or accept surrenders, grant licences or otherwise
                            dispose of or deal with all or any of the Charged
                            Assets or concur in so doing in such manner for
                            such consideration and generally on such terms and
                            conditions as he may think fit with full power to
                            convey, let, surrender, accept surrenders or
                            otherwise transfer or deal with such Charged
                            Assets in the name and on behalf of the Company or
                            otherwise and so that covenants and contractual
                            obligations may be granted and assumed in the name
                            of and so as to bind the Company (or other the
                            estate owner) if he shall consider it necessary or
                            expedient so to do; any such sale, lease or
                            disposition may be for cash, debentures or other
                            obligations, shares, stock, securities or other
                            valuable consideration and be payable immediately
                            or by instalments spread over such period as he
                            shall think fit and so that any consideration
                            received or receivable shall ipso facto forthwith
                            be and become charged with the payment of all the
                            Secured Obligations; plant, machinery and other
                            fixtures may be severed and sold separately from
                            the premises containing them and the Receiver may
                            apportion any rent and the performance of any
                            obligations affecting the premises sold without
                            the consent of the Company;

                (e)         Form subsidiaries: promote the formation of
                            companies with a view to the same becoming a
                            subsidiary of the Company and purchasing, leasing,
                            licensing or otherwise acquiring interests in all
                            or any of the Charged Assets or otherwise, arrange
                            for such companies to trade or cease to trade and
                            to purchase, lease, license or otherwise acquire
                            all or any of the Charged Assets on such terms and
                            conditions whether or not including payment by
                            instalments secured or unsecured as he may think
                            fit;

                (f)         Compromise contracts: make any arrangement or
                            compromise or enter into or cancel any contracts
                            which he shall think expedient;

                (g)         Repair and maintain assets: make and effect such
                            repairs, renewals and improvements to the Charged
                            Assets or any part thereof as he may think fit and
                            maintain, renew, take out or increase insurances;

                (h)         Appoint employees: appoint managers, agents,
                            officers and employees for any of the purposes
                            referred to in this clause 8.3 or to guard or
                            protect the Charged Assets at such salaries and
                            commissions and for such periods and on such terms
                            as he may determine and may dismiss the same;

                (1)         Make calls: make calls conditionally or
                            unconditionally on the members of the Company in
                            respect of uncalled capital;

                            Exercise statutory leasehold powers: without any
                            further consent by or notice to the Company
                            exercise for and on behalf of the Company all the
                            powers and provisions conferred on a landlord or a
                            tenant by the Landlord and Tenant Acts, the Rent
                            Acts, the Housing Acts or the Agricultural
                            Holdings Act or any other legislation from time to
                            time in force in any relevant jurisdiction
                            relating to rents or agriculture in respect of any
                            part of the Properties but without any obligation
                            to exercise any of such powers and without any
                            liability in respect of powers so exercised or
                            omitted to be exercised;

                (k)         Legal proceedings: institute, continue, enforce,
                            defend, settle or discontinue any actions, suits
                            or proceedings in relation to the Charged Assets
                            or any part thereof or submit to arbitration as he
                            may think fit;

                (1)         Execute documents: sign any document, execute any
                            deed and do all such other acts and things as may
                            be considered by him to be incidental or conducive
                            to any of the matters or powers aforesaid or to
                            the realisation of the security created by or
                            pursuant to this Deed and to use the name of the
                            Company for all the purposes aforesaid; and

                (m)         Insolvency Act powers: do all the acts and things
                            described in Schedule I to the Insolvency Act 1986
                            as if the words "he" and "him" referred to the
                            Receiver and "company" referred to the Company.

8.4             Remuneration: The Bank may from time to time determine the
                remuneration of any Receiver and section 109(6) Law of
                Property Act 1925 (or in the case of property in Northern
                Ireland section 24(6) of the Conveyancing and Law of Property
                Act 1881) shall be varied accordingly.  A Receiver shall be
                entitled to remuneration appropriate to the work and
                responsibilities involved upon the basis of charging from
                time to time adopted by the Receiver in accordance with the
                current practice of his firm.

9               Application of Proceeds; Purchasers

9.1             Application of proceeds: All moneys received by the Bank or
                by any Receiver shall be applied, after the discharge of the
                remuneration and expenses of the Receiver and all liabilities
                having priority to the Secured Obligations, in or towards
                satisfaction of such of the Secured Obligations and in such
                order as the Bank in its absolute discretion may from time to
                time conclusively determine, except that the Bank may credit
                the same to a suspense account for so long and in such manner
                as the Bank may from time to time determine and the Receiver
                may retain the same for such period as he and the Bank
                consider expedient.

9.2             Insurance proceeds: All moneys receivable by virtue of any of
                the Insurances shall be paid to the Bank (or if not paid by
                the insurers directly to the Bank shall be held on trust for
                the Bank) and shall at the option of the Bank be applied in
                replacing, restoring or reinstating the property or assets
                destroyed, damaged or lost (any deficiency being made good by
                the Company) or (except where the Company is obligated (as
                landlord or tenant) to lay out such insurance moneys under
                the provisions of any lease of any of the Charged Assets) in
                reduction of the Secured Obligations.

9.3             Protection of purchasers: No purchaser or other person shall
                be bound or concerned to see or enquire whether the right of
                the Bank or any Receiver to exercise any of the powers
                conferred by this Deed has arisen or be concerned with notice
                to the contrary or with the propriety of the exercise or
                purported exercise of such powers.

10              Indemnities; Costs and Expenses

10.1            Enforcement costs: The Company hereby undertakes with the
                Bank to pay on demand all costs, charges and expenses
                incurred by the Bank or by any Receiver in or about the
                enforcement, preservation or attempted preservation of any of
                the security created by or pursuant to this Deed or any of
                the Charged Assets on a full indemnity basis, together with
                interest at the Default Rate from the date on which such
                costs, charges or expenses are so incurred until the date of
                payment by the Company (both before and after judgment).

10.2            No liability as mortgagee in possession: Neither the Bank nor
                any Receiver shall be liable to account as mortgagee or
                heritable creditor in possession in respect of all or any of
                the Charged Assets or be liable for any loss upon realisation
                or for any neglect or default of any nature whatsoever for
                which a mortgagee or heritable creditor in possession may be
                liable as such.

10.3            Indemnity from Charged Assets: The Bank and any Receiver,
                attorney, agent or other person appointed by the Bank under
                this Deed and the Bank's officers and employees (each an
                "Indemnified Party") shall be entitled to be indemnified out
                of the Charged Assets in respect of all costs, losses,
                actions, claims, expenses, demands or liabilities whether in
                contract, tort, delict or otherwise and whether arising at
                common law, in equity or by statute which may be incurred by,
                or made against, any of them (or by or against any manager,
                agent, officer or employee for whose liability, act or
                omission any of them may be answerable) at any time relating
                to or arising directly or indirectly out of or as a
                consequence of:

                (a)         anything done or omitted in the exercise or
                            purported exercise of the powers contained in this
                            Deed; or

                (b)         any breach by the Company of any of its
                            obligations under this Deed; or

                (c)         an Environmental Claim made or asserted against an
                            indemnified Party which would not have arisen if
                            this Deed had not been executed and which was not
                            caused by the negligence or wilful default of the
                            relevant Indemnified Party.

11              Power of Attorney

11.1            Power of attorney: The Company by way of security hereby
                irrevocably appoints each of the Bank and any Receiver
                severally to be its attorney in its name and on its behalf:

                (a)         to execute and complete any documents or
                            instruments which the Bank or such Receiver may
                            require for perfecting the title of the Bank to
                            the Charged Assets or for vesting the same in the
                            Bank, its nominees or any purchaser;

                (b)         to sign, execute, seal and deliver and otherwise
                            perfect any further security document referred to
                            in clause 6; and

                (c)         otherwise generally to sign, seal, execute and
                            deliver all deeds, assurances, agreements and
                            documents and to do all acts and things which may
                            be required for the full exercise of all or any of
                            the powers conferred on the Bank or a Receiver
                            under this Deed or which may be deemed expedient
                            by the Bank or a Receiver in connection with any
                            disposition, realisation or getting in by the Bank
                            or such Receiver of the Charged Assets or any part
                            thereof or in connection with any other exercise
                            of any power under this Deed.

11.2            Recovery of Debts: The Bank and any manager or officer of the
                Bank or of any branch irrevocably empowered to receive all
                Debts and on payment to give an effectual discharge therefor
                and on non-payment to take (if the Bank in its sole
                discretion so decides) all steps and proceedings either in
                the name of the Company or in the name of the Bank for the
                recovery thereof and also to agree accounts and to make
                allowances and to give time to any surety.  The Bank shall
                have no liability or responsibility of any kind to the
                Company arising out of the exercise or non-exercise of such
                rights and shall not be obliged to make any enquiry as to the
                sufficiency of any sums received by it in respect of any
                Debts or to make any claims or take any other action to
                collect or enforce the same.

11.3            Ratification: The Company ratifies and confirms and agrees to
                ratify and confirm all acts and things which any attorney as
                is mentioned in clause 11.1 shall do or purport to do in the
                exercise of his powers under such clause.

12              Continuing Security and Other Matters

12.1            Continuing security: This Deed and the obligations of the
                Company under this Deed

                (a)         secure the ultimate balance from time to time
                            owing to the Bank by the Company and shall be a
                            continuing security notwithstanding any settlement
                            of account or other matter whatsoever;

                (b)         be in addition to, and not prejudice or affect,
                            any present or future Collateral Instrument,
                            Encumbrance, right or remedy held by or available
                            to the Bank; and

                (c)         not merge with or be in any way prejudiced or
                            affected by the existence of any such Collateral
                            Instruments, Encumbrance, rights or remedies or by
                            the same being or becoming wholly or in part void,
                            voidable or unenforceable on any ground whatsoever
                            or by the Bank dealing with, exchanging,
                            releasing, varying or failing to perfect or
                            enforce any of the same, or giving time for
                            payment or indulgence or compounding with any
                            other person liable.

12.2            Collateral Instruments: The Bank shall not be obliged to
                resort to any Collateral Instrument or other means of payment
                now or hereafter held by or available to it before enforcing
                this Deed and no action taken or omitted by the Bank in
                connection with any such Collateral Instrument or other means
                of payment shall discharge, reduce, prejudice or affect the
                liability of the Company nor shall the Bank be obliged to
                account for any money or other property received or recovered
                in consequence of any enforcement or realisation of any such
                Collateral Instrument or other means of payment.

12.3            Settlements Conditional: Any release, discharge or settlement
                between the Company and the Bank shall be Conditional upon no
                security, disposition or payment to the Bank by the Company
                or any other person being void, set aside or ordered to be
                refunded pursuant to any enactment or law relating to
                liquidation, administration or Insolvency or for any other
                reason whatsoever and if such condition shall not be
                fulfilled the Bank shall be entitled to enforce this Deed
                subsequently as if such release, discharge or settlement had
                not occurred and any such payment had not been made.

13              Currencies

13.1            Conversion of Currencies: All moneys received or held by the
                Bank or by a Receiver under this Deed at any time on or after
                the Enforcement Date in a currency other than a currency in
                which the Secured Obligations are denominated may from time
                to time be sold for such one or more of the currencies in
                which the Secured Obligations are denominated as the Bank or
                Receiver considers necessary or desirable and the Company
                shall indemnify the Bank against the full sterling cost
                (including all costs, charges and expenses) incurred in
                relation to such sale.  Neither the Bank nor any Receiver
                shall have any liability to the Company in respect of any
                loss resulting from any fluctuation in exchange rates after
                any such sale.

13.2            Currency Indemnity: No payment to the Bank (whether under any
                judgment or court order or otherwise) shall discharge the
                obligation or liability of the Company in respect of which it
                was made unless and until the Bank shall have received
                payment in full in the currency in which such obligation or
                liability was incurred.  To the extent that the amount of any
                such payment shall on actual conversion into such currency
                fall short of such obligation or liability expressed in that
                currency the Bank shall have a further separate cause of
                action against the Company and shall be entitled to enforce
                the charges hereby created to recover the amount of the
                shortfall.
14              Representations and Warranties

14.1            Representations: The Company represents and warrants to the
                Bank that:

                (a)         Due incorporation: it is duly incorporated and
                            validly existing under the laws of England and
                            Wales and has power to carry on its business as it
                            is now being conducted and to own its property and
                            other assets;

                (b)         Corporate Power: it has power to execute, deliver
                            and perform its obligations under this Deed; all
                            necessary corporate, shareholder and other action
                            has been taken to authorise the execution,
                            delivery and performance of the same and no
                            limitation on the powers of the Company win be
                            exceeded as a result of the execution and delivery
                            of this Deed or the performance of its obligations
                            under this Deed;

                (c)         Binding obligations: this Deed constitutes valid
                            and legally binding obligations of the Company
                            enforceable in accordance with its terms;

                (d)         No conflict with other obligations: the execution
                            and delivery of the performance of obligations
                            under, and compliance with the provisions of, this
                            Deed by the Company win not (i) contravene any
                            existing applicable law, statute, rule or
                            regulation or any judgment or permit to which it
                            is subject, (ii) conflict with, or result in any
                            breach of any of the terms of, or constitute a
                            default under, any agreement or other instrument
                            to which it is a party or is subject or by which
                            it or any of its property is bound, (iii)
                            contravene or conflict with any provision of its
                            Memorandum and Articles of Association, or (iv)
                            result in the creation of or oblige the Company to
                            create an Encumbrance In favour of any person
                            other than the Bank;

                (e)         No Litigation: no litigation, arbitration or
                            administrative proceeding is taking place, pending
                            or, to the knowledge of the officers of the
                            Company, threatened against it which could have a
                            material adverse effect on the business, assets or
                            financial condition of the Company;

                (f)         No default in relation to other indebtedness: the
                            Company is not (nor would win the giving of notice
                            of time or both be) in breach of or in default
                            under any agreement relating to Indebtedness to
                            which it is a party or by which it may be bound;

                (g)         Title to Charged Assets: it has good and
                            marketable title to its Charged Assets and has
                            full power and authority to grant to the Bank the
                            security interest in its Charged Assets created
                            pursuant to this Deed and to execute, deliver and
                            perform its obligations in accordance with the
                            terms of this Deed without the consent or approval
                            of any other person other than any consent or
                            approval which has been obtained;

                (h)         Ownership of Charged Assets:  the Charged Assets
                            are beneficially owned by it free and clear of any
                            Encumbrance other than Encumbrances created by
                            this Deed;

                (i)         Financial statements correct and complete: the
                            audited financial statements of the Company in
                            respect of the financial year ended on 30th
                            September, 1996 have been prepared in accordance
                            with generally accepted accounting principles and
                            bases in England and Wales which have been
                            consistently applied and present fairly and
                            accurately the financial position of the Company
                            as at such date and the results of the operations
                            of the Company for the financial period ended on
                            such date and, as at such date, the Company did
                            not have any significant liabilities (whether
                            actual or contingent) or any unrealised or
                            anticipated losses which are not disclosed by, or
                            reserved against or provided for in, such
                            financial statements;

                (j)         No material adverse change: there has been no
                            material adverse change in the financial position
                            of the Company from that set forth in the
                            financial statements referred to in clause
                            14.l(l);

                (k)         Information accurate: the information and reports
                            furnished by the Company to the Bank in connection
                            with the negotiation and preparation of the
                            Supplemental Facility Letter and this Deed are
                            true and accurate in all material respects, are
                            not misleading and do not omit material facts and
                            all reasonable enquiries have been made to verify
                            the facts and statements contained therein; there
                            are no other facts the omission of which would
                            make any fact or statement therein misleading;


                (1)         Compliance with Environmental Laws: the Company
                            complies and has at all times complied with all
                            Environmental Laws and Environmental Licences and
                            has obtained and maintained in full force and
                            effect all Environmental Licences, and there are
                            no facts or circumstances entitling any such
                            Environmental Licences to be revoked, suspended,
                            amended, varied, withdrawn or not renewed where
                            such revocation, suspension, amendment, variation,
                            withdrawal or non-renewal might have a Material
                            Environmental Effect;

                (m)         No Environmental Claims: no Environmental Claim is
                            pending or has been made or threatened against the
                            Company or any occupier of any of the Properties
                            or any of their respective officers their capacity
                            as such and the Company has no reason to believe
                            that it has or is likely to have any liability in
                            relation to Environmental Matters which, in either
                            case, might have a Material Environmental Effect;

                (n)         No Relevant Substances: no Relevant Substance has
                            been deposited, disposed of, kept, treated,
                            imported, exported, transported, processed,
                            manufactured, used, collected, sorted or produced
                            at any time, or is present in the environment
                            (whether or not on property owned, leased,
                            occupied or controlled by the Company) in
                            circumstances which are likely to result in an
                            Environmental Claim against the Company which, in
                            either case, might have a Material Environmental
                            Effect;

                (o)         Details of environmental audits: full details have
                            been given to the Bank of any inspections,
                            investigations, studies, audits, tests, reviews or
                            other analyses In relation to Environmental
                            Matters relating to the Company or to the best of
                            the Company's knowledge any property now or
                            previously owned, leased or occupied by the
                            Company and of all Environmental Licences;

14.2            Repetition: The representations and warranties in clause 14.1
                (which in the case of clause 14.1(i) and 14.1(j) (accounts)
                shall refer for this purpose to the then latest audited
                financial statements of the Company) shall be deemed to be
                repeated by the Company on each day until all the Secured
                Obligations have been paid or discharged in full as if made
                with reference to the facts and circumstances existing on
                each such day.

15              Miscellaneous

15.1            Remedies Cumulative: No failure or delay on the part of the
                Bank to exercise any power, right or remedy shall operate as
                a waiver thereof nor shall any single or any partial exercise
                or waiver of any power, right or remedy preclude its further
                exercise or the exercise of any other power, right or remedy.


15.2            Statutory power of leasing: During the continuance of this
                security the statutory and any other powers of leasing,
                letting, entering into agreements for leases or lettings and
                accepting or agreeing to accept surrenders of leases or
                tenancies shall not be exercisable by the Company in relation
                to the Charged Assets or any part thereof.

15.3            Successors and assigns: Any appointment or removal of a
                Receiver under clause 8 and any consents under this Deed may
                be made or given in writing signed or sealed by any
                successors or assigns of the Bank and accordingly the Company
                hereby irrevocably appoints each successor and assign of the
                Bank to be its attorney in the terms and for the purposes set
                out in clause 11.

15.4            Consolidation: Section 93 Law of Property Act 1925 shall not
                apply to the security created by this Deed or to any security
                given to t he Bank pursuant to this is Deed.

15.5            Reorganisation of the Bank: This Deed shall remain binding on
                the Company notwithstanding any change in the constitution of
                the Bank or its absorption in, or amalgamation with, or the
                acquisition of all or part of its undertaking by, any other
                person, or any reconstruction or reorganisation of any kind. 
                The security granted by this Deed shall remain valid and
                effective in all respects in favour of any assignee,
                transferee or other successor in title of the Bank in the
                same manner as if such assignee, transferee or other
                successor in title had been named in this Deed as a party
                instead of, or in addition to, the Bank.

15.6            Unfettered discretion: Any liability or power which may be
                exercised or any determination which may be made under this
                Deed by the Bank may be exercised or made in its absolute and
                unfettered discretion and it shall not be obliged to give
                reasons therefor.

15.7            Provisions severable: Each of the provisions of this Deed is
                severable and distinct from the others and if any time one or
                more of such provisions is or becomes invalid, illegal or
                unenforceable the validity, legality and enforceability of
                the remaining provisions of this Deed shall not in any way be
                affected or impaired thereby.

16              Notices

16.1            Mode of service: Any notice or demand for payment by the Bank
                under this Deed shall, without prejudice to any other
                effective mode of making the same, be deemed to have been
                properly served on the Company if served on any one of its
                Directors or on its Secretary or delivered or sent by letter,
                telex or telefax to the Company at its registered office or
                any of its principal places of business for the time being.

16.2            Time of service: Any such notice or demand shall be deemed to
                have been served (in the case of a letter) when delivered,
                (in the case of a telex) at the time of despatch with the
                correct answer back appearing at the beginning and end of the
                transmission and (in the case of a telefax) when received in
                complete and legible form.

16.3            Notices conclusive: Any such notice or demand or any
                certificate as to the amount at any, time secured by the Deed
                shall, save for manifest error be conclusive and binding upon
                the Company if signed by an officer of the Bank.

17              Law

17.1            This Deed shall be governed by and shall be-construed in
                accordance with English law.

IN WITNESS whereof this Deed has been executed and delivered by or on behalf
of the parties on the date stated at the beginning of this Deed.



EXECUTED and DELIVERED                      )
as a DEED by                                )
INTERFACE SYSTEMS INTERNATIONAL LIMITED     )
acting by:                                  )

                                                                Director

                                                                
Director/Secretary


SIGNED for and on behalf                   )
of THE FIRST NATIONAL BANK OF CHICAGO by   )

                                                                Authorised
Signatory


                          CERTIFICATE OF THE REGISTRATION
                              OF A MORTGAGE OR CHARGE

               Pursuant to section 401(s) of the Companies Act 1985


                               COMPANY No. 03253366

THE REGISTRAR OF COMPANIES FOR ENGLAND AND WALES HEREBY CERTIFIES THAT A
DEBENTURE DATED THE 10TH MARCH 1997 AND CREATED BY INTERFACE INTERNATIONAL
LIMITED FOR SECURING ALL MONIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE
FIRST NATIONAL BANK OF CHICAGO ON ANY ACCOUNT WHATSOEVER WAS REGISTERED
PURSUANT TO CHAPTER 1 PART XII OF THE COMPANIES ACT 1985 ON THE 26TH MARCH
1997.

GIVEN AT COMPANIES HOUSE, CARDIFF THE 2ND APRIL 1997.


                            for the Registrar of Companies