Exhibit 10.7

This Debenture is issued as a replacement to Promissory Note NO PN080698/01, the
Promissory Note having been returned to the Company and cancelled on 29 December
2000

                             DEBENTURE No D291200/01
                                 (FIXED CHARGE)

DATE                          29 December 2000
PARTIES
(1)      "the Lender"         The Bearer of this Debenture
(2)      "the Company"        OAKLAND FINANCE LIMITED (registered number
                              3580153) whose registered office is at Brooks,
                              Valiant House, 4-10 Heneage Lane, London EC3A 5DQ
(3)      "the Owner"          SOCIETE ANONYME DE LA VILLA GAL (RDC Nice B 970
                              801 700), Avenue Louis Bordes, Villefranche-sur-
                              Mer 06230, France

OPERATIVE PROVISONS

1 Interpretation

         1.1 In this Debenture -

         "Acts" mean the law of Property Act 1925 and the Insolvency Act 1986
         "Asset" means the mortgage (Mortgage Registration Depot No 2000006492,
         Inscrit Le 08/09/2000, a la Conservation des Hypotheques de Nice, 4 Eme
         Bureau Volume 2000 v No 1506 by the Order to the Company of a property
         known as Villa Cansoun de la Mar, Avenue Louise Bordes,
         Villefranche-sur-Mer 06230, Nice, France "Due Date" means 8th January
         2009 "indebtedness" mean the sum of FF7,040,440.96 (Seven million and
         forty thousand, four hundred and forty French Francs and ninety six
         cents) "Property" means the property which is subject to the mortgage
         referred to as the Asset above "Receiver" has the meaning given to it
         in clause 4

         1.2      Clause headings are for ease of reference only

2 CHARGE

         2.1      The Company covenants to pay or discharge the Indebtedness to
                  the Lender on the Due Date (or earlier at the Company's option
                  pursuant to clause 5)

         2.2      As security for the payment and discharge of the indebtedness,
                  the company (as beneficial owner) hereby charges the Asset to
                  the Lender by way of a fixed charge

3 COVENANTS

         3.1      The Company must not -

                  3.1.1    create or permit to exist any mortgage, charge or
                           lien over the Asset (except for charges in favour of
                           the Lender)

                  3.1.2    sell, transfer or otherwise dispose of the Asset

         3.2      The Company must promptly deposit with the Lender all deeds
                  and documents of title and all insurance policies relating to
                  the Asset and the Property and promptly notify the Lender of
                  any dealings with or communication relating to the Asset or
                  the Property.

         3.3      Until the Indebtedness is discharged, the Company must pay to
                  the Lender (or hold in an escrow account for the Lender's
                  benefit) all money received by the Company pursuant to the
                  Asset

         3.4      If the owner of the Property fails to perform any of its
                  obligations relating to insurance or repair, or if the Company
                  fails to so enforce those obligations, the Lender may take out
                  or renew any insurance to effect such repairs and take any
                  other action as it may deem appropriate to remedy such failure
                  and recover the premiums and other expenses so incurred from
                  the Company on demand

4 RECEIVER

         4.1      At any time after the Indebtedness has become repayable (or
                  even if the Indebtedness has not become repayable, if the
                  Company is in breach of any of its obligations under this
                  debenture, or if the Lender reasonably considers the security
                  created by this debenture to be in jeopardy), the Lender may
                  in writing appoint any person or persons to be an
                  administrative receiver or receiver and manager or receivers
                  and manager ("the Receiver", which expression includes any
                  substituted receiver(s) and manager(s) of the Asset

         4.2      The lender may from time to time decide the Receivers
                  remuneration and may remove the receiver and appoint another
                  in his place

         4.3      The Receiver will be the Company's agent and will have all
                  power conferred by the Acts. The Company alone will be
                  responsible for the Receivers acts and omissions and for his
                  remuneration. In particular (but without limiting any general
                  powers or the Lenders power of sale), the Receiver will have
                  power -

                  4.3.1    to take possession of the Asset and exercise the
                           Company's rights and powers under the Asset, and for
                           that purpose to take any proceedings in the Company's
                           name or otherwise as he thinks fit

                  4.3.2    to sell or enforce the Asset in such manner and on
                           such terms as he thinks fit

                  4.3.3    to take, continue or defend any proceeding and make
                           any arrangement or compromise which the Lender or he
                           thinks fit

                  4.3.4    to appoint managers, officers and agents for any of
                           the above purposes, and such salaries as the receiver
                           decides

                  4.3.5    to do all other acts and things which he may consider
                           to be incidental or conducive to any of the above
                           powers

         4.4      Any money received under this debenture must be applied -

                  4.4.1    first, in satisfaction of all costs charged and
                           expenses properly incurred and payments properly made
                           by the Lender or the Receiver and of the remuneration
                           of the Receiver

                  4.4.2    secondly, in or towards satisfaction of the
                           Indebtedness

                  4.4.3    thirdly, the surplus (of any) must be paid to the
                           person or persons entitled to it

5 EARLY REPAYMENT

         The Company may, by written notice to the Lender, repay the
indebtedness before the Due Date, in which case the amount repayable shall be as
follows -
<TABLE>
<CAPTION>
     ---------------------------- ------------------------------- -------------------------------- ----------------------------
          Repayment made on              Amount repayable                Repayment made on              Amount repayable
     ---------------------------- ------------------------------- -------------------------------- ----------------------------
            <S>                          <C>                            <C>                              <C>
            8th June 2001                FF4,862,025.00                    8th June 2006                 FF6,205,312.88
            8th June 2002                FF5,105,126.25                    8th June 2007                 FF6,515,578.53
            8th June 2003                FF5,360,382.57                    8th June 2008                 FF6,841,357.46
            8th June 2004                FF5,628,401.70                  8th January 2009                FF7,040,440.96
            8th June 2005                FF5,909,821.79
     ---------------------------- ------------------------------- -------------------------------- ----------------------------
</TABLE>

6 MISCELLANEOUS

         6.1      The Company must at its own expense at any time on request
                  from the Lender promptly execute and deliver to the Lender any
                  other or further mortgage charge or other instrument
                  conferring a fixed charge on the Asset or other such charge
                  that the Lender may in its discretion think fit for securing
                  the Indebtedness.

         6.2      This debenture will be -

                  6.2.1    without prejudice and in addition to any other
                           security Indebtedness (whether by way of mortgage
                           equitable charge or otherwise) which the Lender may
                           hold now or in the future on all or any part of the
                           assets and

                  6.2.2    in addition to any rights powers and remedies at law

         6.3      No failure or delay on the Lender's part on the exercise of
                  any of its rights powers and remedies (in this clause, called
                  "rights") under this debenture or at law will operate or be
                  constructed as a waiver. No waiver of any of the Lenders
                  rights will preclude any further or other exercise of that
                  right or of any other right.

         6.4      The lender may give time or other indulgence or make any other
                  arrangement variation or release in respect of the
                  indebtedness or any other security or guarantee for the
                  indebtedness without derogating from the Company's liabilities
                  or the Lenders rights under the debenture.

         6.5      The Company certifies that the charge created by this
                  debenture does not contravene any provision of its Memorandum
                  and Articles of Association or any agreement binding on it or
                  the Assets.

         6.6      The Company must, on demand by the Lender, execute and deliver
                  all transfers mandates assignments deeds or other documents
                  that the Lender may require to perfect its rights under the
                  debenture and give effect to any sale or disposal of the Asset
                  and otherwise give effect to the intent of this debenture.

7 POWER OF ATTORNEY

         By way of security, the Company hereby irrevocably appoints the Lender
and any Receiver jointly and separately as its attorney with full power of
delegation for it and in its name and on its behalf and as its act and deed or
otherwise to seal deliver and otherwise perfect any deed assurance agreement
instrument or act which may be required or may be deemed proper for any of the
above purposes.

8 COSTS

         All costs charges and expenses incurred by the Lender and all other
money paid by the Lender or Receiver in perfecting or otherwise in connection
with this debenture and all costs of the Lender or the Receiver of all
proceedings for enforcement of this debenture will be recoverable from the
Company as a debt, may be debited to any account of the Company, shall bear
interest at 4% over Barclays Bank's base rate from time to time (after as well
as before judgement), and will be charged on the Asset.

9 SEVERANCE

         If at any time any provision in this debenture is or becomes invalid
illegal or unforceable the validity legality and enforceability of the remaining
provisions of this debenture will not be impaired.

10 OWNER'S ACKNOWLEDGEMENT

         The Owner has executed this debenture to acknowledge that it is aware
of its existence and terms and to undertake to do nothing that might prejudice
the Lender's security under it.

11 REPLACEMENT OF DEBENTURE

         If a Debenture is mutilated, defaced, destroyed, stolen or lost it may
be replaced by application to the specified office of the Company. Replacements
will be issued by the Company and delivered in accordance with the instructions
of the holder. This replacement will be issued only on payment of such costs as
may be incurred in connection therewith and on such terms as to evidence and
indemnify as the Company may require. A mutilated or defaced Debenture must be
surrendered before a new one will be issued.

12 TITLE

         Title to the Debenture will pass by delivery and the Company may treat
the holder of any Bearer Debenture as the absolute owner thereof (whether or not
the Bearer Debenture shall be overdue and notwithstanding any notice of
ownership or writing thereon) for the purpose of making payments and for all
other purposes.

13 NOTICES

         13.1     Any demand notice or other communication by the Lender may be
                  delivered personally to the Company or sent to the Company by
                  post or facsimile at its address set out above of such other
                  address notified in writing to the lender. Any such notice
                  demand or other communication shall be deemed to have been
                  received by the Company -

                  13.1.1   twenty-four hours after posting, where sent by first
                           class pre-paid post 1

                  3.1.2    immediately upon delivery, where delivered personally
                           and

                  13.1.3   immediately on sending, where sent by facsimile

         13.2     Any notice from the Company regarding the Debenture will be
                  published in one leading daily newspaper in London (which is
                  expected to be the Financial Times) or, if this is not
                  possible, a leading English language daily newspaper with
                  circulation in Europe. Notice shall be deemed to have been
                  given on the date of publication as aforesaid or, if published
                  more than once, on the date of the first such publication.

         13.3     Any notice from the Company to the Lender must be served by
                  first class pre-paid recorded delivery post or personally or
                  be facsimile at the current address notified to the Company
                  from time to time by the Lender.

14 LAW

         This debenture is to be governed by and construed in accordance with
English Law.

         Executed and unconditionally delivered as a deed by the Company



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Director


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Director/Secretary