Exhibit 2.8    Share Sale and Purchase Agreement relating to
               Systeam SpA, dated February 17, 2000, by and
               between Systeam SpA and Ci4net.com, Inc.



  Dated 17 February 2000


$US1,000,000

FACILITY AGREEMENT



SYSTEAM SpA

as borrower



                         CI4Net.com Inc
                           as lender

                   McFadden Pilkington & Ward
                    City Tower - Level Four
                      40 Basinghall Street
                        London EC2V 5DE




       THIS AGREEMENT is made on the 17' of February 2000
       BETWEEN

(1)       SYSTEAM SPA whose registered office is at Viale Eroi di
Cefalonia n. 37, 00128 Rome (the "Borrower"); and

(2)    C14NET.C0M INC whose registered office is at One
Rockfeller
Plaza, Suite 1600, New York 10020 (the "Lender").

            NOW IT IS HEREBY AGREED as follows:

       1.1     In this Agreement:

       "Acquisition Agreement" means the Agreement executed by
       way of exchange of a contract proposal dated 18' of
       January 2000 and the subsequent acceptance dated 24' of
       January 2000 made between the Lender and certain other
       parties concerning acquisition by the Lender of shares in
       the Borrower;

       "Prime Rate" means the Prime rate from time to time
       published by Chase Manhattan Bank NA;

       "Closing" means the day on which the transfer of the
       shares of Systeam S.p.A. to CI4Net.com Inc. will be
       executed"Event of Default" means any of those events
       specified in Clause 14;

       "Exit Event" means either (i) the sale of the issued
       share capital of the Borrower to a third party or parties
       acting in concert or (ii) the listing of any shares in
       the Borrower on a recognised stock

"Facility" means the dollar loan facility granted to the Borrower
in this Agreement, as defined in Clause 2;

       "Group" means the Borrower and its subsidiaries;

       "Interest Period" means, save as otherwise provided
       herein, any of those periods mentioned in Clause 5;

           I
       "Loan" means the aggregate principal amount for the time
       being outstanding hereunder;

       "Margin" means 3 per cent. per annum;

       "Potential Event of Default" means any event which may
       become (with the passage of time, the giving of notice,
       the making of any determination hereunder or any
       combination thereof) an Event of
- Default; and



    "Repayment Date" means the earlier of the fourth
  anniversary of this Agreement or the occurrence of
       an Exit Event.

       LOANSNG.06
        1.2    Any reference in this Agreement to:

        the "Lender" shall be construed so as to include its and
        any subsequent successors and assigns in
  accordance with their respective interests;

       a "business day" shall be construed as a reference to a
       day (other than a Saturday or Sunday) on which Lenders
       are generally open for business in New York and Rome; a
       "Clause" shall, subject to any contrary indication, be
       construed as a reference to a clause hereof;

        an "encumbrance" shall be construed as a reference to a
        mortgage, charge, pledge, lien or other encumbrance
        securing any obligation of any person or any other type
        of preferential arrangement (including, without
        limitation, title transfer and retention arrangements)
        having a similar effect;

        a "holding company" of a company or corporation shall be
        construed as a reference to any company or corporation
        of which the first-mentioned company or corporation is a
        subsidiary;

        "indebtedness" shall be construed so as to include any
        obligation (whether incurred as principal or as surety)
        for the payment or repayment of money, whether present
        or future, actual or contingent;

        a "month" is a reference to a period starting on one day
        in a calendar month and ending on the numerically
        corresponding day in the next succeeding calendar month
        save that, where any such
- period would otherwise end on a day which is not a
business day, it shall end on the next succeeding
        business day, unless that day falls in the calendar month
        succeeding that in which it would otherwise
        have ended, in which case it shall end on the immediately
        preceding business day Provided that, if a
        period starts on the last business day in a calendar
        month or if there is no numerically corresponding
        day in the month in which that period ends, that period
        shall end on the last business day in that later
        month (and references to "months" shall be construed
        accordingly);

       a "person" shall be construed as a reference to any
       person, firm, company, corporation, government, state or
       agency of a state or any association or partnership
       (whether or not having separate legal personality) of two
       or more of the foregoing;

       "repay'' (or any derivative form thereof) shall, subject
       to any contrary indication, be construed to include
       "prepay" (or, as the case may be, the corresponding
       derivative form thereof);

       a "Schedule" shall, subject to any contrary indication,
       be construed as a reference to a schedule hereto;

       a "subsidiary" of a company or corporation shall be
       construed as a reference to any company or corporation:

  (i)  which is controlled, directly or indirectly, by the
first-mentioned company or corporation;
  (ii) more' than half the issued share capital of which is
beneficially owned, directly or indirectly, by the first-
mentioned company or corporation; or

       LOA,NSNG.06
(iii)   which is a subsidiary of another subsidiary of the
first-mentioned
company or
      corporation

and, for these purposes, a company or corporation shall be
treated as being controlled by another if that other company or
corporation is able to direct its affairs and/or to control the
composition of its board of directors or equivalent body;

"tax" shall be construed so as to include any tax, levy, impost,
duty or other charge of a similar nature (including, without
limitation, any penalty or interest payable in connection with
any failure to pay or any delay in paying any of the same);

"VAT" shall be construed as a reference to value added tax
including any similar tax which may be imposed in place thereof
from time to time;

a "wholly=owned subsidiary' of a company or corporation globally
construed
as a  reference to any company or corporation which has no other
members except
that other company or corporation and that other company's or
corporation's
wholly-owned subsidiaries or persons acting on behalf of that
other company or corporation or its wholly-owned subsidiaries;
and

the "winding-up", "dissolution" or "administration" of a company
or corporation
shall be construed so as to include any equivalent or analogous
proceedings
under the law of the jurisdiction
in which such company or corporation is incorporated or any
jurisdiction in
which such company or corporation carries on business including
the seeking of
liquidation, winding-up, reorganisation, dissolution,
administration,
arrangement, adjustment, protection or relief of debtors.

1.3    "$" and "dollar" denote lawful currency of the United
States of America.

1.4    Save where the contrary is indicated, any reference in
this Agreement to:

this Agreement or-any-other--agreement-or document shall be
construed-as-a
reference to this Agreement or, as the case may be, such other
agreement or
document as the same may have been, or may from time to time be,
amended,
varied, novated or supplemented;

a statute shall be construed as a reference to such statute as
:he same may have
been, or may from time to time be, amended or re-enacted; and

(iii)   a time of day shall be construed as a reference to New
York time.

1.5    Clause and Schedule headings are for ease of reference
only.

2.           The Facility

The Lender grants to the Borrower, upon the terms and subject to
the conditions
hereof, a loan facility in an aggregate amount of up to
$1,000,000.

3.              Purpose


3.1 The Facility is intended for general corporate and working
capital purpose
of the Borrower and the Borrower shall apply all amounts raised
by it hereunder
in or towards satisfaction of the general corporate financing
requirements set out in the Schedules to the Business Plan .

3.2    Without prejudice to the obligations of the Borrower
hereunder,
the Lender shall not be obliged to concern itself with the
application
of amounts raised by the Borrower hereunder.

4.      Availability of the Facility

The Lender will, subject to Clause 4, remit the Facility to the
Borrower no
later than seven days from the Closing (or if such day is not a
business
day, on the next following business day).

5.      Interest Periods

The period for which the Loan is outstanding shall be divided
into successive
Interest Periods each with a duration of three months.
The first Interest Period shall start from the date on which the
Facility has
been made available to the Borrower

6.      Interest

6.1    On the last day of each Interest Period the Borrower shall
pay the
interest accrued on the Loan for the relevant Interest Period.

6.2    The rate of interest applicable to the Loan from time to
time during an
Interest Period relating thereto shall be the rate per annum
which is the
sum of the Margin and the Prime Rate applied on a daily basis
during such
Interest Period.

7.               Repayment

The Borrower shall repay the Loan on the Repayment Date.

8.               Prepayment

8.1 The Borrower may, if it has given to the Lender not less than
thirty days
prior notice to that effect, prepay without penalty the whole or
any part
of the Loan (being an amount or integral multiple of $100,000) on
the last
day of any Interest Period.

8.2 Any notice of cancellation or prepayment given by the
Borrower pursuant
to Clause 8.1 shall be irrevocable, shall specify the date upon
which such
cancellation or prepayment is to be made and the amount of such
cancellation
or prepayment and, in the case of a notice of prepayment, shall
oblige the
Borrower to make such prepayment on such date.

8.3    The Borrower shall not repay all or any part of the Loan
except at
the times and in the manner expressly provided for in this
Agreement and shall
not be entitled to re-borrow any amount repaid.

   9.     Taxes

9.1    All payments to be made by the Borrower to the Lender
hereunder shall
be made free and clear of and without deduction for or on account
of tax unless
the Borrower is required to make such a payment subject to the
deduction or
withholding of tax, in which case the sum payable by the
Borrower in respect of which such deduction or withholding is
required to be
made shall be increased to the extent necessary to ensure that,
after the making
of the required deduction or withholding, the Lender receives and
retains
(free from any liability in respect of any such deduction or
withholding)
a net sum equal to the sum which it would have received and so
retained had
no such deduction or  withholding been made or required to be
made.

9.2    Without prejudice to the provisions of. Clause 10.1, if
the Lender is
required to make any payment on account of tax (not being a tax
imposed on
the income of the Lender by the jurisdiction in which it is
incorporated) or
otherwise on or in relation to any sum received or receivable by
it hereunder
(including, without limitation, any sum received or receivable
under this
Clause 10) or any liability in respect of any such payment is
asserted, imposed
levied or assessed against the Lender, the Borrower shall, upon
demand of the
Lender, promptly indemnify the Lender against such payment or
liability,
together with any interest, penalties and expenses payable or
incurred in
connection therewith.

 9.3    If the Lender intends to make a claim pursuant to Clause
10, it shall
notify the Borrower of the event by reason of which it is
entitled to make such claim Provided that nothing herein shall
        require the Lender to disclose any confidential
information relating to the organisation of its
affairs.

        10.    Tax Receipts

        -------10.1---If,- at any time; the Borrower-is-
required-by-law-to-make-any deduction- or
withholding from any
        sum payable by it hereunder (or if thereafter there is
any change in the rates at which or the
manner
        in which such deductions or withholdings are calculated),
the Borrower shall promptly
notify the
        Lender.

       i0 .2 If the Borrower makes any payment hereunder in
respect of which it is required to make
any
       deduction or withholding, it shall pay the full amount
required to be deducted or withheld to
the
       relevant taxation or other authority within the time
allowed for such payment under
applicable law
       and
       shall deliver to the Lender, promptly upon receipt of the
same, an original receipt (or a
certified
       copy
       thereof) issued by such authority evidencing the payment
to such authority of all amounts so
       required
       to be deducted or withheld in respect of such payment.

        11.    Increased Costs

        11.1   If, by reason of any change in law or in its
interpretation or administration:

            (a)     there is any increase in the cost to the
Lender of funding or maintaining all or any
            of

            II

                 the advances comprised in a class of advances
formed by or including the
                 Advances;
                 or "

            i


            LOANSNG.06 t
             (b)    the Lender becomes liable to make any payment
on account of tax or otherwise
             (not
                  being a tax imposed on the net income of the
Lender by the jurisdiction in which
                  it is
                  incorporated) on or calculated by reference to
the amount of the Advances
                  and/or to
                  any sum received or receivable by it hereunder,

        then the Borrower shall, from time to time on demand of
the Lender, promptly pay to the
Lender
        amounts sufficient to indemnify it or any such holding
company against, as the case may be,
(1) such
        increased cost (or such proportion of such increased cost
as is, in the opinion of the Lender,
        attributable to its funding or maintaining Advances) or
(2) such liability.

        11.2 If the Lender intends to make a claim pursuant to
Clause 11.1, it shall notify the
Borrower of the
        event by reason of which it is entitled to do so Provided
that nothing herein shall require the
Lender
        to disclose any confidential information relating to the
organisation of its affairs.

        12.    Representations

             The Borrower represents that:

                 (i)     it is a corporation duly organised under
the laws of Italy with power to
                 enter
                       into this Agreement and to exercise its
rights and perform its obligations
                       hereunder and all corporate and other
action required to authorise its
- execution of this Agreement and its performance of its
obligations
hereunder
                       has been duly taken;

                 (ii)    under the laws of Italy in force at the
date hereof, the claims of the
                 Lender
   against the Borrower under this Agreement will rank at least
pari passu
with
   the claims of all its other unsecured creditors save those
whose claims are
-_--_------------------------------preferred solely
by-any-bankruptcy-;-insolvency; liquidation
or-other--similar---
'                  laws of general application;
   (iii)           in any proceedings taken in its jurisdiction
of incorporation in relation to
this
                      Agreement, it will not be entitled to claim
for itself or any of its assets
                      immunity from suit, execution, attachment
or other legal process;

                (iv)     all acts, conditions and things required
to be done, fulfilled and
                performed in
                      order (a) to enable it lawfully to enter
into, exercise its rights under and
                      perform and comply with the obligations
expressed to be assumed by it in
                      this
                      Agreement and (b) to ensure that the
obligations expressed to be assumed
                      by
                      it in this Agreement are legal, valid and
binding;

                (v)      it has not taken any corporate action
nor have any other steps been taken
                or
                      legal proceedings been started or (to the
best its knowledge and belief)
 . threatened against the Borrower for its winding-up,
dissolution,
                      administration or re-organisation or for
the appointment of a receiver,
                      administrator, administrative receiver,
trustee or similar officer of it or of
                      any
' or all of its assets or revenues;

       LOANSNG.06

                (vi)     it is not in breach of or in default
under any agreement to which it is a
                party
                       or which is binding on it or any of its
assets to an extent or in a manner
                       which might have a material adverse effect
on the business or financial
                       condition of the Group;

                (vii)    no action or administrative proceeding
of or before any court or agency
                      which might have a material adverse effect
on the business or financial
                      condition of the Borrower has been started
or threatened;

               (viii)    all of the written information supplied
by the Borrower to the Lender in
                      connection herewith is true, complete and
accurate in all material respects
                      and
                      it is not aware of any material facts or
circumstances that have not been
                      disclosed to the Lender and which might, if
disclosed, adversely affect the
                      decision of a person considering whether or
not to provide finance to the
_CN_\--_________-__-_    -
Borrower;
  (ix)             save as permitted hereunder, no encumbrance
exists over all or any of the
                      present or future revenues or assets of the
Borrower;

                 (x)     the execution by the Borrower of this
Agreement and the Borrower's
                 exercise
                      of its rights and performance of its
obligations hereunder or thereunder
                      will
                      not result in the existence of nor oblige
the Borrower to create any
                      encumbrance over all or any of its present
or future revenues or assets;

                (xi)     the execution by the Borrower of this
Agreement and the Debenture and
                the
                      Borrower's exercise of its rights and
performance of its obligations
                      hereunder
                      or thereunder do not and will not:

   (a)                 conflict with any agreement, mortgage,
bond or other instrument or
----- ---------- ----------------------
treaty to- which such party-is
-a-party-or-which-is--binding-upon-it-
or--------
  (,y~'                    any of its assets;
   (b)                 conflict with the such party's
constitutional documents and rules and
                           regulations; or

                      (c)     conflict with any applicable law,
regulation or official or judicial
                           order.

        13.    Covenants

       13.1    The Borrower shall:

          (i)      obtain, comply with the terms of and do all
that is necessary to maintain in
 .                  full force and effect all authorisations,
approvals, licences and consents
                   required in or by the laws and regulations of
its jurisdiction of
incorporation
                   to enable it lawfully to enter into and
perform its obligations under this
'                  Agreement or to ensure the legality, validity,
enforceability or admissibility
  LOANSNG.06       in evidence in its jurisdiction of
incorporation of this Agreement;
  (ii)             maintain insurances on and in relation to its
business and assets with
- reputable underwriters or insurance companies against such
risks and to such
                      extent as is usual for companies carrying
on a business such as that carried
                      on
                      by the Group;

                (iii)    after the delivery of any Notice of
Drawdown and before the proposed
                      making of the Advance requested therein,
notify the Lender of the
                      occurrence
                      of any event which results in or may
reasonably be expected to result in
                      any
                      of the representations contained in Clause
12 being untrue in any material
                      respect at or before the time of the
proposed making of such Advance;

                (iv)     promptly inform the Lender of the
occurrence of any Event of Default or
                      Potential Event of Default and, upon
receipt of a written request to that
                      effect
 - -               from the Lender, confii=iri to the Lender-
that, save as previously
 notified to --------
                      the Lender or as notified in such
confirmation, no Event of Default or
                      Potential Event of Default has occurred;
and

                (v)      ensure that at all times the claims of
the Lender against it under this
                      Agreement rank at least pari passu with the
claims of all its other
                      unsecured
                      creditors save those whose claims are
preferred by any bankruptcy,
                      insolvency, liquidation or other similar
laws of general application.

       13.2    No member of the Group shall , without the prior
written consent of the Lender:

                      pay, make or declare any dividend or other
distribution in respect of any
                      financial year;

                (ii)    create or permit to subsist any
encumbrance over all or any of its present
                or
- ---------------- - -----------future revenues or--assets other-
than an
encumbrance-which-has-been-disclosed--
-
                      in writing to the Lender prior to the
execution hereof and secures only
                      indebtedness outstanding at the date
hereof;

                (iii)   make any loans, grant any credit (save in
the ordinary course of business)
                or
                      give any guarantee or indemnity (except as
required heir eby) to or for the
                      benefit of any person or otherwise
voluntarily assume any liability, whether
                      actual or contingent, in respect of any
obligation of any other person;

                      (iv) (other than pursuant to the Option
Scheme (as defined in the Acquisition
                      Agreement) issue any further shares or
alter any rights attaching to its issued
                      shares in existence at the date hereof; or

                 (v)    (disregarding sales of stock in trade in
the ordinary course of business) sell,
                      lease, transfer or otherwise dispose of, by
one or more transactions or
                      series
                      of transactions (whether related or not),
the whole or any part of its
                      revenues
                      or its assets.

       LOANSNG.06

                                      0

        14.    Events of Default
 .  14.1   If:
               (i)  the Borrower shall fail to pay, within three
business days of the due date,
any
                       sum due from it hereunder at the time, in
the currency and in the manner
                       specified herein; or

                 (ii)    any representation or statement made by
the Borrower in this Agreement
                 or
                       in any notice or other document,
certificate or statement delivered by it
                       pursuant hereto or in connection herewith
is or proves to have been
                       misleading or materially incorrect when
made; or

                (iii)    the Borrower fails duly to perform or
comply with any other obligation
                       expressed to be assumed by it in this
Agreement and such failure, if
                       capable
                       of remedy, is not remedied within fourteen
days after the Lender has
                       given
                       notice thereof to such party; or

                (iv)     any material indebtedness of any member
of the Group is not paid when
                due
                       or is declared to be or otherwise becomes
due and payable prior to its
                       specified maturity or any creditor or
creditors of the any member of the
- Group become entitled to declare any indebtedness of the such
party due
and
                      payable prior to its specified maturity; or

                 (v)     any member of the Group is unable to pay
its debts as they fall due,
                      commences negotiations with any one or more
of its creditors with a
                      view to
                      the general readjustment or rescheduling of
its indebtedness or makes a
-- -- -----------------------general assignment- for- the benefit
of or a composition
with-its-creditors;-or  -
  --

                (vi)     any member of the Group takes any
corporate action or other steps are
                taken
                      or legal proceedings are started for its
winding-up, dissolution,
                      administration
                      or re-organisation or for the appointment
of a receiver, administrator,
                      administrative receiver, trustee or similar
officer of it or of any or all of its
                      revenues and assets; or

               (iiiii)   any execution or distress is levied
against, or an encumbrancer takes
                      possession of the whole or any part of, the
property, undertaking or assets
                      of
                      any member of the Group; or

               (viii)    by or under the authority of any
government, (a) the management of any
                      member of the Group is wholly or partially
displaced or the authority of
                      any
                      member of the Group in the conduct of its
business is wholly or partially
                      curtailed or (b) all or a majority of the
issued shares of the Borrower or
                      the
                      whole or any part (the book value of which
is twenty per cent. or more of
                      the
                      book value of the whole) of the revenues or
assets of the Group is seized,
' nationalised, expropriated or compulsorily acquired; or

       LOANSNG.06

                (ix)     (except as may result from a sale or
sales by the Lender) at least 66`0 of
                the
                      issued share capital of the Borrower shall
cease to be beneficially owned
                      by
                      the Lender; or

 . (x)              any member of the Group ceases to carry on the
business it carries on at
the
                      date hereof or enters into any new
business; or

                (xi)     the Borrower repudiates this Agreement
or does or causes to be done any
                act
                      or thing evidencing an intention to
repudiate this Agreement; or

                (xii)    at any time any act, condition or thing
required to be done, fulfilled or
                      performed in order (a) to enable the
Borrower lawfully to enter into,
                      exercise
                      its rights under and perform the
obligations expressed to be assumed by it
                      in
                      this Agreement, (b) to ensure that the
obligations expressed to be
                      assumed by
   _                  the Borrower in this ~gr:eerrient ate
legal-valid-aiid binding-or (c) to make
   ---
,_  this Agreement admissible in evidence in Italy is not done,
fulfilled or
                      performed; or

               (xiii)    at any time it is or becomes unlawful
for the Borrower to perform or
               comply
                      with any or all of its obligations
hereunder or any of the obligations of the
                      Borrower hereunder or thereunder are not or
cease to be legal, valid and
                      binding; or

               (xiv)     any circumstances arise which in the
reasonable opinion of the Lender
                      constitute a material adverse change in the
business, assets or financial
                      condition of the Borrower;

       then, and in any such case and at any time thereafter, the
Lender, in accordance with art.
1186 of the
       Italian Civil Code, may by written notice to the Borrower
declare the Loan to be immediately
due
       - ----- --and payable (whereupon the same shall become so
payable together-with accrued
interest thereon
       and--any other sums then owed by the Borrower hereunder)

       14.2 If, pursuant to Clause 14.1, the Lender declares the
Loan to be due and payable on
demand of the
       Lender, then, and at any time thereafter, the Lender may
by written notice to the Borrower:
call for
       repayment of the Loan on such date as it may specify in
such notice (whereupon the same
shall become
       due and payable on such date together with accrued
interest thereon and any other sums then
owed by
       the Borrower hereunder) or withdraw its declaration with
effect from such date as it may
specify in such
       notice.

       15.    Default Interest and Indemnity

       15.1 If any sum due and payable by the Borrower hereunder
is not paid on the due date or if
any sum
       due and payable by the Borrower under any judgement of any
court in connection herewith is
not paid
       on the date of such judgement, (the balance thereof for
the time being unpaid being herein
referred to
       as an "unpaid sum") the unpaid sum shall bear interest at
the rate per annum which is the
sum from
       time to time of two per cent, the Margin and the Prime
Rate from time to time applicable
thereto.

       LOANSNG.06 .
       15.2 The Borrower undertakes to indemnify the Lender
against any cost, claim, loss, expense
(including
       legal fees) or liability together with any VAT thereon,
which it may sustain or incur as a
consequence
       of the occurrence of any Event of Default or any default
by the Borrower in the performance
of any
       of the obligations expressed to be assumed by it in this
Agreement.

        16.    Payments

        16.1 On each date on which this Agreement requires an
amount denominated in dollars to
be paid by
        the Borrower, the Borrower shall make the same available
to the Lender by payment in
dollars and in
        immediately available, freely transferable, cleared funds
to the Lender's account number to
be advised
        by the lender, New York (or such other account or bank as
the Lender may have specified
for this
        purpose).

        16.2 - ---All payments required to be iriade by the
Borrower heieunder shall be calculated
        without
        reference to any set-off or counterclaim and shall be
made free and clear of and without any
        deduction
        for or on account of any set-off or counterclaim.

        17.    Set-Off

       The Borrower authorises the Lender to apply any credit
balance to which the Borrower is
entitled on
       any account of the Borrower with the Lender in
satisfaction of any sum due and payable
from the
       Borrower to the Lender hereunder but unpaid; for this
purpose, the Lender is authorised to
purchase
       with the moneys standing to the credit of any such account
such other currencies as may be
necessary
       to effect such application. The Lender shall not be
obliged to exercise any right given to it by
this
       Clause 17

       18.    Costs and

       18.1 The Borrower shall, from time to time on demand of
the Lender, reimburse the Lender for all costs and expenses
(including legal fees) together with any IVA thereon incurred in
or in
connection with the preservation and/or enforcement of any of its
rights under this Agreement.

       18.2 The Borrower shall pay all stamp, registration and
other taxes to which this Agreement
or any
       judgement given in connection herewith is or at any time
may be subject and shall, from time
to time
       on demand, indemnify the Lender against any liabilities,
costs, claims and expenses resulting
from any
       failure to pay or any delay in paying any such tax.

       19.     Benefit of Agreement

       This Agreement shall be binding upon and enure to the
benefit of each party hereto and its or
any subsequent successors and assigns.

     20. Assignments


     20.1    The Borrower shall not be entitled to assign or
transfer all or any of its rights, benefits and obligations
hereunder.

     20.2    The Lender may at any time assign all or any of its
rights and benefits hereunder.

     21.     Calculations and Evidence of Debt

     21.1    Interest and commitment commission shall accrue from
day to day and shall be calculated on the basis of a year of 360
days consisting of 12 months of 30 days.

     21.2    The Lender shall maintain in accordance with its
usual practice accounts evidencing
the amounts from time to time lent by and owing to it hereunder.

     22.     Remedies and Waivers

     No failure by the Lender to exercise, nor any delay by the
Lender in exercising, any right or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of
any right or remedy prevent any further or other exercise thereof
or the
exercise of any other right or remedy.  The rights and remedies
herein
provided are cumulative and not exclusive of any rights or
remedies provided by law.


         I

     23.     Partial Invalidity

     If, at any time, any provision hereof is or becomes illegal,
invalid or unenforceable in any respect under the
law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions hereof nor
the legality, validity or enforceability of such provision
under the law of any other jurisdiction shall- in any way be
affected- or
impaired thereby:

     24.     Notices

     24.1    Each communication to be made hereunder shall be
made in writing but; unless otherwise stated, may be made by
telex or letter.

     24.2 Any communication or document to be made or delivered
by one person to another pursuant to this Agreement shall
(unless that other person has by fifteen days' written notice to
the one
specified another address) be made or delivered to that other
person at the
address identified with its signature below and shall
be deemed to have been made or delivered at the opening of
business on the business day following the date of despatch
(in the case of any communication made by telefax) or (in the
case of any
communication made by letter) when left at that address or (as
the case may be)
ten days after being deposited in the post postage prepaid in an
envelope
addressed to it at that address Provided that any communication
or document
to be made or delivered by the Borrower to the Lender shall be
effective
only when received by the Lender and then only if the same is
expressly
marked for the attention of the department or officer identified
with the
Lender's signature below (or such other department or officer as
the Lender
shall from time to time specify for this purpose).

THE FIRST SCHEDULE

Condition Precedent Documents

a copy, certified a true copy by a duly authorised of its
[constitutional documents];

(ii) a copy, certified a true copy by a duly authorised of
     a Board Resolution of the Borrower approving the
     performance of this Agreement and the Debentl
     conditions hereof and thereof and authorising a nan
     sign this Agreement and any documents to be del
     pursuant hereto;

(iii)  a certificate of a duly authorised officer of the
BorroN and signatures of the persons authorised to sign, on this
Agreement, the Debenture and any documents Borrower
pursuant hereto or thereto; and

(iv)   the Debenture to be executed by the Borrower.




The Borrower

SYSTEAM Sp,
By:

Address:            Via de

The Lender


                             THE SECOND SCHEDULE

                               Notice of Drawdown

       From: Systeam SpA
       To:    [     ]

       Dated:

       Dear Sirs,

       1.     We refer to the agreement (the "Facility
Agreement") dated [], 199[ ] and made  between ourselves as
borrower,
[ ] as guarantor and yourselves as lender. Terms defined in
the -Facility Agreement shall have the sairie irieanirig-in this
notice.

       2. We hereby give you notice that, pursuant to the
Facility Agreement and on [date of proposed Advance], we wish to
borrow an Advance in the amount of GBP[ ]
upon the terms and subject to the conditions contained therein.

       3.     We confirm that, at the date hereof, the
representations set out in Clause 14 of the
Facility  Agreement are true and no Event of Default or
Potential Event of Default has occurred.

       4.     We confirm that the Advance is to provide working
capital for the month of [   ] in
         excess of that set out in the Business Plan.
       5.     The proceeds of this drawdown should be credited to
[insert account details].

                                 Yours faithfully

                               for and on behalf of
                               Systeam SpA

       * Insert only if there are no outstanding Advances.


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LOANSNG.06