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Ex.10.1.
                         MULTICURRENCY CREDIT AGREEMENT

                                 August 8, 2000

                    35,000,000 USD or the equivalent in Euro

                                     between

                                  GENESYS S.A.

                                  the Borrower

                                FORTIS BANK S.A.

                                  the Arranger

                                FORTIS BANK S.A.

                                    the Agent

                                       and

                                    the Banks
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                                     SUMMARY

Article                                                                    Page

CHAPTER 1...............................................................

DEFINITIONS AND INTERPRETATION..........................................

1.       Definitions and interpretation.................................

CHAPTER 2...............................................................

CREDIT..................................................................

2.       Credit Line....................................................

3.       Use of Credit..................................................

CHAPTER 3...............................................................

INTEREST................................................................

4.       Interest Periods...............................................

5.       Interest Rates.................................................

6.       Payment of Interest............................................

7.       Adjustment of the Credit Margin................................

CHAPTER 4...............................................................

WAIVER AND REPAYMENT....................................................

8.       Waiver.........................................................

9.       Repayment......................................................

CHAPTER 5...............................................................

ALLOCATION OF RISKS.....................................................

10.      Taxation.......................................................

11.      New circumstances..............................................

12.      General rules..................................................

CHAPTER 6...............................................................

REPRESENTATIONS AND UNDERTAKINGS OF THE BORROWER - EVENTS OF DEFAULT....

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13.      Representations of the Borrower................................

14.      Undertakings of the Borrower...................................

15.      Events of Default..............................................

CHAPTER 7...............................................................

LATE-PAYMENT AND INDEMNIFICATION........................................

16.      Late-Payment Interest..........................................

17.      Indemnification................................................

CHAPTER 8...............................................................

PAYMENTS................................................................

18.      Terms and conditions of payment................................

19.      Offset by the Banks or the Agent...............................

20.      Equalization of the payments...................................

CHAPTER 9...............................................................

COMMISSIONS, FEES AND RIGHTS............................................

21.      Commissions....................................................

22.      Fees and rights................................................

CHAPTER 10..............................................................

THE AGENT...............................................................

23.      Assignment by the Agent........................................

24.      Liabilities....................................................

25.      Miscellaneous..................................................

CHAPTER 11..............................................................

ASSIGNMENTS AND TRANSFERS...............................................

26.      Transfer by the Borrower.......................................

27.      Transfer by the Banks..........................................

28.      Credit Branch..................................................

29.      Information....................................................

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CHAPTER 12..............................................................

MISCELLANEOUS...........................................................

30.      Financial calculations.........................................

31.      Remedies.......................................................

32.      Severability of the provisions.................................

33.      Communications.................................................

34.      Modifications..................................................

35.      Global effective rate..........................................

CHAPTER 13..............................................................

GOVERNING LAW - JURISDICTION............................................

36.      Governing law..................................................

37.      Jurisdiction...................................................

ANNEX 1.................................................................

List and Undertakings of the Banks......................................

ANNEX 2.................................................................

Model of Transfer Instrument............................................

ANNEX 3.1...............................................................

Model of Drawing Notice.................................................

ANNEX 3.2...............................................................

Notification of Change in Currency......................................

ANNEX 4.................................................................

Conditions Precedent....................................................

ANNEX 5.................................................................

Pledge of shares of Genesys Conferencing Inc............................

ANNEX 6.................................................................

Pledge of shares of Genesys Conferencing Inc............................

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                          MULTICURRENCY LOAN AGREEMENT

BY AND BETWEEN:

(1)  GENESYS S.A., a French societe anonyme whose registered office is located
     at 4, rue Jules Ferry, Le Regent, 34008 Montpellier, registered with the
     Registry of Commerce and Companies of Montpellier under number 339 697 021,

     (hereinafter the "Borrower")

                                                              OF THE FIRST PART,

(2)  The financial institutions whose names and addresses are set forth in Annex
     1,

     (hereinafter the "Banks"),

                                                             OF THE SECOND PART,

(3)  FORTIS BANK S.A., a societe anonyme whose registered office is located at
     Montagne du Parc 3, B-1000 Brussels, Belgium, registered with the Registry
     of Commerce of Brussels under number 76034,

     (hereinafter the "Arranger")

                                                              OF THE THIRD PART,

AND

(4)  FORTIS BANK S.A., a societe anonyme whose registered office is located at
     Montagne du Parc 3, B-1000 Brussels, Belgium, registered with the Registry
     of Commerce of Brussels under number 76034,

     (hereinafter the "Agent")

                                                             OF THE FOURTH PART.

WHEREAS:

(A)  In order to refinance (i) its indebtedness contracted in respect of the
     acquisition of Williams Conferencing, (ii) the expenditures incurred in
     respect of its investment program and (iii) its existing financial
     indebtedness contracted, in particular, with

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     BNP-Paribas and Societe Generale, a revolving credit line of 35,000,000 USD
     that was granted on July 14, 1999 by the Arranger to the Borrower (the
     "Revolving Credit").

(B)  The Banks are ready to grant to the Borrower a middle term multicurrency
     credit facility of 35,000,000 USD (thirty five million American dollars)
     under the terms and conditions provided for herein and aimed at repaying
     the Revolving Credit.

IT HAS BEEN AGREED AS FOLLOWS:

                                    CHAPTER 1

                         DEFINITIONS AND INTERPRETATION

1.   Definitions and interpretation

1.1  Definitions

     Except otherwise provided:

     "Pledge Instrument" shall mean the pledge agreements entered into between
     the Borrower, the Agent and the Banks relating to the shares held by the
     Borrower in the capital of (i) Genesys Conferencing Inc and (ii) Genesys
     Conferencing Limited respectively entitled Pledge Agreement and Security
     over Shares Agreement, which models respectively appear in Annexes 5 and 6.

     "Transfer Instrument" shall mean an instrument substantially in the form of
     the model appearing in Annex 2.

     "Credit Branch" shall mean:

     (i)   for a Bank signatory of this Agreement, the branch indicated under
           its signature at the end of this Agreement;

     (ii)  for a Bank that acquires this capacity after the conclusion of this
           Agreement, the branch identified in paragraph 5 of the Transfer
           Instrument, which model appears in Annex 2;

     (iii) any other branch designated by a Bank pursuant to the provisions of
           Article 28 (Credit Branch).

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     "Agent" shall mean Fortis Bank S.A., whose assignment terms are set in
     Chapter 10 or any successor in this position who will be substituted for it
     pursuant to the provisions of Article 25.3, as the case may be.

     "Arranger" shall mean Fortis Bank S.A., whose assignment terms are set in
     Article 23.3.

     "Advance" shall mean an amount requested by the Borrower in a Drawing
     Notice and not yet made available to it, or an amount made available to the
     Borrower and not yet repaid.

     "Drawing Notice" shall mean a notice of drawing down substantially in the
     form of the model appearing in Annex 3.1.

     "Bank" shall mean:

     (i)  each of the financial institutions whose names appear in Annex 1;

     (ii) a financial institution who has been assigned the rights or who has
          been subrogated the rights of a Bank or a substitute for a Bank
          pursuant to a Transfer Instrument.

     "Eligible Bank" shall mean:

     (a)  a Bank who has its Credit Branch in France at the time of assessment
          of its capacity as Eligible Bank; or

     (b)  a bank or a financial institution who, at the time when it becomes a
          Bank, benefits from the provisions of a double-taxation treaty so that
          it may receive interest exempt from any withholding tax in France
          (subject to the signature of any document necessary and the completion
          of any action required to benefit from such an exemption).

     "Reference Banks" shall mean the registered office in Paris of Banque
     Nationale de Paris, Credit Lyonnais and Societe Generale.

     "Event of Default" shall mean any of the events mentioned in Article 15
     (Events of Default).

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     "Potential Event of Default" shall mean any event that other than the
     giving of notice or the expiration of a waiting period set forth in Article
     15 (Events of Default) would become an Event of Default.

     "Agreement" means this Agreement and the annexes hereto, which form an
     integral part hereof.

     "Cost of Financing" shall mean, for a Bank or for the Agent, the actual
     cost (expressed in the form of an annual interest rate) borne by such Bank
     or the Agent to finance for a given period any sum owing to it.

     "Credit" shall mean the multicurrency credit granted to the Borrower by the
     Banks under this Agreement.

     "Available Credit" shall mean the total amount of the Available
     Undertakings at a given time.

     "Revolving Credit" shall have the meaning ascribed to it in paragraph (A)
     of the preamble.

     "Genesys Conferencing Limited" shall mean an English company whose
     registered office is located at Stephenson House, 2 Cherry Orchard Road,
     Croydon, Surrey CR06BA.

     "Rate Determination Date" shall mean, for an Interest Period (i) the second
     Business Day (London) preceding the first day of the Interest Period for
     the Advances expressed in the Reference Currency or (ii) the second Target
     Day preceding the first day of the Interest Period for the Advances
     expressed in the Optional Currency.

     "Drawing Date" shall mean the date requested by the Borrower to make
     available one or several Advances, or the effective availability date of
     one or several Advances.

     "Final Drawing Date" shall mean the earlier of the two following dates:

     (i)  the sixtieth date following the date of this Agreement; and

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     (ii) the date on which the Available Undertaking of each of the Banks is
          reduced to zero.

     "Repayment Date" shall mean September 30, 2001 and the last day of each
     successive six-month periods thereafter until and including March 30, 2004.

     "Reference Currency" shall mean the American Dollar.

     "Optional Currency" shall mean the Euro.

     "Interest Difference" shall mean, for a given period (the "calculation
     period") and for all or part of an Advance that, pursuant to the provisions
     of this Agreement, is not made available to the Borrower or that is the
     subject of a repayment prior to its expiry date, the difference between:

     (a)  the amount of the interest that would have accrued on such amount
          during the calculation period, pursuant to the provisions of this
          Agreement, and

     (b)  an amount of interest calculated on this amount at the Reference Rate
          for the period beginning on the third Business Day of the calculation
          period,

     a Interest Difference is "positive" in the event that (a) is greater than
     (b).

     "Information Document" shall mean the document relating to the Borrower
     prepared and delivered, at the Arranger's request, to financial
     institutions invited to take part in the Credit.

     "Security Documents" shall mean the Pledge Instruments and any document
     related thereto.

     "EBITDA" shall mean, for each reference period, the operating result of the
     Borrower within the meaning of the general accounting plan, as increased by
     accrued liabilities and operating provisions and as decreased by the
     decreases in accrued liabilities and operating provisions.

     "Screen" shall mean the Telerate screen.

     "Borrower" shall mean Genesys S.A.

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     "Financial Indebtedness" shall mean:

     (i)   a borrowing under any form whatsoever and in particular under form of
           issuance of securities;

     (ii)  a payment obligation in respect of a leasing agreement or financial
           lease (reprocessing in the financial statements within the meaning of
           IAS 17 international standards);

     (iii) a payment obligation resulting from a surety (cautionnement) or a
           guarantee (except for an obligation fully guaranteed by a Security).

     "Available Undertaking" shall mean:

     (i)   for any Bank signatory of this Agreement, the amount expressed in USD
           Amount appearing in before its name in Annex 1 (which may be reduced
           in accordance with Articles 3.7 (Final Drawing Date), 8 (Waiver),
           11.2 (Illegality) or 15.2 (Consequences of an Event of Default), as
           decreased by the amount of its Global Participation;

     (ii)  for a Bank who has become a Bank pursuant to a Transfer Agreement,
           the amount expressed in USD Amount appearing in the Transfer
           Agreement, (which may be reduced pursuant to the aforementioned
           Articles), as decreased by the amount of its Participation in the
           Advances made after the effectiveness of the Transfer Instrument.

     "EONIA" shall mean the daily rate for deposits in Euro, calculated as from
     the rate communicated by a group of contributing banks and broadcast on the
     Screen (page 247) under the aegis of the European Banks Federation each
     Business Day.

     "Participating Member State" shall mean:

     (i)   the States listed in Article one of the Regulation (EC)
           n(degree)974/98 of the Council of May 3, 1998 on the introduction of
           Euro;

     (ii)  any other State that adopts the Euro, as from the date on which the
           Euro becomes the currency of such State.

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     "EUR" shall mean the Euro.

     "EURIBOR" shall mean the annual rate broadcast on the Screen (page 248)
     under the aegis of the European Bank Federation, corresponding to the
     inter-bank rate on the Rate Determination Date at 11 a.m. (Brussels time)
     for deposits in the Optional Currency made for a period of the same
     duration as the reference period.

     "Significant Subsidiaries" shall mean Genesys Conferencing Limited and
     Genesys Conferencing Inc.

     "Consolidated Equity Capital" shall mean the amount of the capital,
     premiums and reserves, excess of restated assets, carry forward,
     consolidated income, investment subsidies and regulated provisions.

     "Genesys Conferencing Inc" shall mean a company governed by the law of the
     State of Delaware whose registered office is located at 4600 S. Ulster
     Street, 12th Floor, Denver, CO 80237, United States of America.

     "Group" shall mean the group of companies constituted by the Borrower and
     its subsidiaries.

     "Outstanding Amount" shall mean an amount (in principal, interest or other)
     due in respect of this Agreement that is not paid on its expiry date or, if
     it is due upon demand, remains outstanding after presentation of a request.

     "Business Day" shall mean an entire day (other than a Saturday or Sunday)
     where the banks are open in London, Paris, Brussels and:

     (a)  as far as the payment or purchase dates of the Reference Currency are
          concerned, in New York; or

     (b)  as far as the payment or purchase dates of the Optional Currency are
          concerned, where this entire day is a Target Day.

     "Business Day (Brussels)" shall mean an entire day (other than a Saturday
     or Sunday) where the banks are open in Brussels.

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     "Business Day (London)" shall mean an entire day (other than a Saturday or
     Sunday) where the banks are open in London.

     "Business Day (Paris)" shall mean an entire day (other than a Saturday or
     Sunday) where the banks are open in Paris.

     "Target Date" shall mean an entire day where the TARGET system works for
     the settlement of payments in Euros.

     "LIBOR" (London Interbank Offered Rate) shall mean the annual rate
     broadcast at 11 a.m. (London time) on the Screen (page 3750/3740 or any
     other page which would substitute therefor), under the aegis of the British
     Bankers Association corresponding to the rate offered on the inter-bank
     international market in London on the Rate Determination Date for deposits
     in the Reference Currency for a period of same duration as the reference
     period.

     "Majority of the Banks" shall mean one or several Banks of which the
     aggregate Shares exceed 66.67% (sixty six point sixty seven percent).

     "Margin" shall mean 200 base points per year which may be reduced pursuant
     to the provisions of Article 7 (Adjustment of the Credit Margin).

     "USD Amount" shall, for an Advance (i) the amount indicated in a Drawing
     Notice when the Reference Currency has been chosen by the Borrower or, (ii)
     if the indicated amount is not denominated in the Reference Currency, its
     counter-value in the Reference currency, calculated at the Exchange Rate of
     the Agent set three Business Days (Paris) before the Drawing Date, as
     adjusted to take into account any repayments (other than a repayment
     resulting from a change of currency), as provided for in Articles 9.4 and
     9.5, and any consolidation of the Advance, as provided for in Article 4.2.

     "Notification of Change of Currency" shall mean of notification of change
     of currency substantially in the form of the model appearing in Annex 3.2.

     The "Participation" of a Bank shall mean that part of an Advance or a
     difference referred to in Article 3.9.3 (a) (ii) that the Bank must make
     available to the

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     Borrower or, with respect to an Advance already made available to the
     Borrower, that the Borrower owes to such Bank at a given time.

     The "Global Participation" of a Bank shall mean that part of the Loan that
     the Borrower owes to such Bank at a given time.

     "Party" shall mean the Agent, any Bank, the Arranger or the Borrower.

     "Credit Period" shall mean the period between the date of this Agreement
     and the date on which, on the one hand, the Available Credit is reduced to
     zero and, on the other hand, the Borrower has no further obligations
     vis-a-vis the Banks.

     "Interest Period" shall mean each period for which an interest rate is or
     must be set pursuant to the provisions of Articles 4.1 (Duration of the
     Interest Periods), 5.3.2 or 16 (Late-Payment Interests).

     "Interim Period" shall mean the period beginning on January 1, 1999 and
     ending on December 31, 2001.

     "Loan" shall mean the aggregate Advances at a given time.

     The "Portion" of a Bank shall mean:

     (i)   before the first Advance, the percentage of Available Credit
           corresponding to its Available Undertaking, and

     (ii)  after the first Advance, the percentage of the Loan corresponding to
           its Global Participation.

     "Margin Ratio" shall mean the ratio resulting from the Financial
     Indebtedness (numerator) of the Borrower divided by the EBITDA of the
     Borrower (denominator).

     "Security" shall mean:

     (i)   any personal guarantee and/or real security interest and any
           conventional lien;

     (ii)  any offset, account merger or similar agreement;

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     (iii) any transfer of ownership as guarantee;

     (iv)  any retained ownership clause (clause de reserve de propriete); and

     (v)   any agreement whose effect is to create on any of the properties of
           the Borrower a preferred situation in favor of a third party.

     "Authorized Securities" shall mean:

     (i)   a Security burdening a property belonging to a company that has
           become a member of the Group after the date of this Agreement, if:

           (1)  the Security has been created before the company becomes a
                member of the Group, and

           (2)  the guaranteed amount has not been increased since the date on
                which such company has become a member of the Group;

     (ii)  any offset or account merger agreement entered into in the normal
           context of the relationship between the Borrower and a member of the
           Group and its bankers;

     (iii) any retained ownership clause accepted by the Borrower or a member of
           the Group within the normal context of its activity;

     (iv)  any other Security if the guaranteed global amount, of the aggregate
           of any Security referred to in this paragraph (iv), does not exceed
           EUR 3,000,000;

     (v)   the pledge of business assets (fonds de commerce) made by the
           Borrower on March 3, 1997 in favor of Fortis Banque France;

     "TARGET" shall mean the Trans-European Automated Real-time Gross Settlement
     Express Transfer system of payment.

     "Exchange Rate of the Agent" shall mean the "spot" exchange rate used on a
     Business Day (Paris) for the purchase of the Optional Currency with the
     Reference Currency on the international market of currencies in Paris at
     3:00 p.m.

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     "Reference Rate" shall mean for a given period (a "reference period")
     corresponding to an Interest Period or any other period during which
     interest is accrued, EURIBOR for the Advances denominated in Optional
     Currency, or LIBOR for the Advances denominated in Reference Currency.

     In the event that the reference period does not correspond to a period for
     which the Reference Rate is broadcast, "Reference Rate" shall mean the rate
     broadcast for the period immediately longer than the reference period, or
     if a rate is also broadcast for a period shorter than the reference period,
     the average of both rates.

     "Daily Late-Payment Rate" shall mean, for a late-payment day, the EONIA of
     the following Business Day.

     "USD" or "$" shall mean the American Dollar.

1.2  Interpretation principles

     In this Agreement, the following terms and expressions shall have the
     following meaning:

     an "asset" shall mean any tangible or intangible asset (including all
     corporate rights) registered in the balance sheet of a company;

     an "action in concert" shall be understood in accordance with the meaning
     ascribed to it by Article 356-1 of Law n(degree)66-537 on commercial
     companies;

     "Annex," "Article," "Chapter" and "Paragraph" shall mean (unless otherwise
     provided), an annex, article, chapter or paragraph of this Agreement;

     the "control" of a company shall be understood in accordance with the
     meaning ascribed to it by Articles 355-1 et seq. of Law n(degree)66-537 on
     commercial companies;

     references to "rights" or to "obligations" of a Party, unless otherwise
     specified, shall mean the rights or obligations of the said Party in
     respect of this Agreement;

     "adverse effect" shall mean, when this expression is used in connection
     with an event, that this event is likely:

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      (i)   to significantly and adversely affect the ability of the Borrower to
            meet its repayment obligation in respect of the Loan;

      (ii)  to prevent the Borrower from performing its obligations; or

      (iii) to affect the validity of this Agreement and the implementation of
            their rights by the other Parties.

      "indebtedness" shall include any obligation to pay an amount of money,
      whether this obligation is due or not, whether it is certain or not,
      current or future;

      "euro" shall mean the currency of the Participating Member States;

      a company is a "subsidiary" of the Borrower if this company consolidates
      its financial statements with those of the Borrower according to the
      global consolidation method and pursuant to the consolidation principles
      applied in this respect by the Borrower;

      "tax" shall include:

      (i)   all taxes and rights and all obligations of similar nature, as well
            as

      (ii)  all penalties or interest due as a consequence of the non-payment or
            late payment of an amount referred to in paragraph (i);

      "month" shall mean a period beginning on a day of a calendar month and
      ending on the corresponding date (its "normal expiry date") at the same
      day of the next calendar month, or (in the event that the following
      calendar month does not include the same day) on the last day of this next
      calendar month; in any event, if the normal expiry date does not
      correspond to a Business Day, it will be postponed to the following
      Business Day except if the latter is included in a different calendar
      month; in such a case, it will be on the previous Business Day;

      References to "payments" that a Party shall make or receive, unless
      otherwise set forth, shall mean the payments it shall make or receive in
      respect of this Agreement;

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      "regulation" shall include all law, decree, ordinance or any other
      normative instrument, national or European.

      Unless otherwise provided, references to a time of day shall mean Paris
      time.

      References to an agreement (including this Agreement) or other document
      shall mean the agreement or document as amended.

                                   CHAPTER 2

                                    CREDIT

2.    Credit Line

2.1   Grant

      The Banks grant to the Borrower, who accepts, under the terms and
      conditions set forth in this Agreement, a credit line amounting to
      35,000,000 USD (thirty five million American dollars).

2.2   Purpose

      (a)   The Borrower shall use the Credit in one or more Advances in order
            to repay the Revolving Credit.

      (b)   The Banks are not required to verify the use made by the Borrower of
            the Advances and shall therefore not be responsible for the
            consequences of such use.

2.3   Obligations of the Banks

      The obligations of the Banks are joint but not several. Consequently:

      (a)   no Bank shall be responsible for the non-performance by another Bank
            of its obligations, and

      (b)   the non-performance of its obligations by a Bank should not affect
            in any way whatsoever the obligations of the Borrower vis-a-vis the
            other Banks.

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2.4   Right of the Banks

      (a)   The receivables of each Bank vis-a-vis the Borrower with respect to
            this Agreement shall be distinct from those of the other Banks.

      (b)   Subject to the other provisions of this Agreement, each Bank shall
            be entitled, independently from the other Banks, to take all such
            measures as it deems necessary to preserve or implement its rights.

3.    Use of the Credit

3.1   Conditions Precedent

      The Borrower may not validly issue a Drawing Notice until the Agent has
      confirmed:

      (a)   that it has received the documents appearing in Annex 4; and

      (b)   that these documents appear satisfactory to it, in form and
            substance.

3.2   Condition Subsequent

      The Agreement is subject to the following condition subsequent:
      non-compliance by the Borrower with the undertakings provided for in
      paragraph 14.1(g).

      In the event that this condition subsequent is met, this Agreement shall
      be terminated and the parties will be replaced in the state under which
      they would have been if this Agreement had not come into force.

3.3   General Conditions of Use

      The Borrower may draw down an Advance only if:

      (a)   within no more than ten Business Days (Paris and Brussels) and no
            fewer than five Business Days (Paris and Brussels) before the
            relevant Drawing Date, the Agent has received from the Borrower a
            Drawing Notice, except for the drawing down of the first Advance
            where the Drawing Notice may be received by the Agent no later than
            10 a.m. no

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            fewer than three Business Days (Paris and Brussels) before the
            Drawing Date;

      (b)   the Drawing Date involved is a Business Day (Paris), no sooner than
            the sixth Business Day (Paris) following the previous Drawing Date
            and no later than the Final Drawing Date;

      (c)   the amount of the Advance, if it is a USD Amount less than the
            Available Credit, shall be at least equal to:

            (i)   5,000,000 USD or multiples of 5,000,000 USD in the case of an
                  Advance denominated in the Reference Currency, or, as the case
                  may be,

            (ii)  5,000,000 EUR or multiples of 5,000,000 EUR in the case of an
                  Advance denominated in the Optional Currency.

      (d)   the interest rate applicable to an Advance during its first Interest
            Period may be determined without applying the provisions of Article
            5.3 (Disruptions of the market);

      (e)   on the Drawing Date, no Event of Default or Potential Event of
            Default has occurred or is still occurring, and the representations
            appearing in Article 13 (Representations of the Borrower) are
            accurate.

3.4   Condition relating to the change of currency

      In the event that the Borrower desires to modify an Advance, the Borrower
      shall send a Notification of Change of Currency to the Agent within at
      least five Business Days (Paris) before the first Business Day (Paris) of
      an Interest Period.

3.5   Drawing Notice and Notification of Change of Currency

      (a)   By delivering Drawing Notice, the Borrower undertakes to borrow, on
            the Drawing Date, the requested Advance.

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      (b)   The Agent shall communicate to the Banks, as soon as possible, the
            contents of any Drawing Notice and any Notification of Change of
            Currency it may receive.

3.6   Participation of the Banks

      Each Bank shall take part in each Advance through its Credit Branch up to
      the percentage of Available Credit corresponding to its Available
      Undertaking on the Drawing Date.

3.7   Final Drawing Date

      On the Final Drawing Date, the Available Credit, and consequently the
      Available Undertakings of the Banks, shall automatically be reduced to
      zero.

3.8   Waiver of the conditions

      The conditions set forth in Articles 3.1 (Conditions precedent), 3.2
      (Condition subsequent), 3.3 (General conditions of use) and 3.4 (Condition
      relating to the change of currency) are made solely for the benefit of the
      Banks who may, therefore, waive them.

3.9   Optional Currency

3.9.1 Choice of currency

      (a)   The Borrower shall have the possibility to choose and modify the
            currency of an Advance, which may either be the Reference Currency,
            or the Optional Currency. This choice shall be made either:

            (i)   in a Drawing Notice for the availability of an Advance; or

            (ii)  in a Notification of Change of Currency in the event that the
                  Advance has already been made available and the Borrower shows
                  its intention to change the currency of the Advance.

      (b)   In the event that the Borrower delivers a Notification of Change of
            Currency and the first day of the contemplated Interest Period is
            not a Business Day for the new currency, the Agent shall inform the
            Borrower

                                       20
<PAGE>

            and the Banks thereof. The Advance shall remain denominated in the
            existing currency until the next Business Day allowing the purchase
            of the two currencies, which day will then be the first day of the
            Interest Period in question.

3.9.2 Change of currency

      (a)   If the same Advance is denominated in various currencies during two
            successive Interest Periods:

            (i)   in the event that the currency retained for the second
                  considered Interest Period is the Optional Currency, the
                  amount of the Advance in the Optional Currency shall be
                  calculated by the Agent and shall be equal to the USD Amount
                  of this Advance at the Exchange Rate of the Agent three
                  Business Days (Paris) prior to the first day of such second
                  Interest Period;

            (ii)  in the event that the currency retained for the second
                  considered Interest Period is the Reference Currency, the
                  amount of the Advance shall be equal to the USD Amount of this
                  Advance;

            (iii) subject to the provisions of paragraph (b) below, the Borrower
                  shall repay the Advance the last day of the first Interest
                  Period in the currency in which this Advance was denominated;

            (iv)  subject to the provisions of Article 3.4, the Banks shall make
                  available to the Agent their Participation in the Advance in
                  the new currency.

      (b)   Subject to the consent of the Borrower, the Agent:

            (i)   shall use the amount advanced by the Banks in accordance with
                  the provisions of sub-paragraph (a) (iv) above to purchase the
                  currency in which the Advance is due for the first Interest
                  Period, and

                                       21
<PAGE>

            (ii)  shall allocate the amount so purchased to the repayment of the
                  sums due by the Borrower with respect to paragraph (a) (iii)
                  above.

      (c)   In the event that the amount purchased by the Agent in accordance
            with the provisions of sub-paragraph (b)(i) above is less than the
            amount to be repaid by the Borrower, the Agent shall inform the
            Borrower and the latter shall, on the last day of the first Interest
            Period, pay the difference to the Agent (in the currency of the
            Advance during the first Interest Period).

      (d)   If it is not necessary to use the aggregate sums that the Banks have
            paid to the Agent in accordance with sub-paragraph (a) (iv) above to
            purchase the currency to be repaid by the Borrower, the Agent shall
            inform the Borrower of this situation and shall pay to the Borrower,
            on the last day of the first Interest Period, this unused amount (in
            the new currency); it being understood that the Banks will not be
            bound to make such a payment in case of occurrence of an Event of
            Default still occurring, in which case the Banks may apply this
            amount to the early repayment of the Loan.

3.9.3 Identical Optional Currency for successive Interest Periods

      (a)   In the event that an Advance is denominated in the Optional Currency
            for two successive Interest Periods, the Agent shall calculate the
            amount of the Advance in the Optional Currency for the second of
            these Interest Periods (the amount in the Optional Currency shall be
            equal to the USD Amount of this Advance at the Exchange Rate of the
            Agent three Business Days (Paris) prior to the first day of the
            second Interest Period), and (subject to paragraph (b) below):

            (i)   in the event that the calculated amount is less than the
                  Advance in Optional Currency relating to the first Interest
                  Period, the Agent shall inform the Borrower and the latter
                  shall pay the difference on the last day of the first Interest
                  Period;

                                       22
<PAGE>

            (ii)  in the event that the calculated amount is greater than the
                  amount of the Advance in Optional Currency relating to the
                  first Interest Period, the Agent shall inform each Bank and,
                  if no Event of Default has occurred, each Bank shall pay the
                  difference up to its Participation, on the last day of the
                  first Interest Period.

      (b)   In the event that the calculation made by the Agent pursuant to
            paragraph (a) above shows that the amount of the Advance in the
            Optional Currency has increased or decreased by at least 5% in
            comparison with the USD Amount, no notification will be made by the
            Agent and no payment will be required with respect to paragraph (a)
            above.

3.9.4 All calculations made by the Agent in accordance with this Article 3.9
      shall take into account all normal or early repayment and all
      consolidation of any Advance to be carried out on the last day of the
      first Interest Period.

                                       23
<PAGE>

                                   CHAPTER 3

                                   INTEREST

4.    Interest Period

4.1   Duration of the Interest Periods

      The period between the Drawing Date of an Advance and the last Repayment
      Date shall be divided into successive Interest Periods. The duration of
      each Interest Period shall be notified in writing to the Bank by the
      Borrower and may be, unless otherwise provided, one, two, three or six
      months at the option of the Borrower; it being specified that:

      (a)   the first Interest Period of an Advance shall begin on its Drawing
            Date, and each subsequent Interest Period of this same Advance shall
            begin on the last day of the previous Interest Period;

      (b)   in the event that the Borrower does not notify its election to the
            Agent in writing no later than five Business Days (Paris) before the
            first day of an Interest Period, the duration of this Interest
            Period, subject to the other provisions of this Article, shall be
            three months;

      (c)   the first Interest Period of an Advance made available during a
            current Interest Period of an Advance shall end at the same time as
            this Interest Period;

      (d)   any Interest Period that would begin prior to a Repayment Date, but
            which would expire either during the month preceding this date, or
            on a date subsequent thereto, shall in the first case be extended
            and in the second case reduced, in order to terminate on this
            Repayment Date.

4.2   Consolidation

      When several Interest Periods end on the same date, the Advances to which
      they relate shall, in the future, be consolidated according to the
      applicable currency in only one Advance.

                                       24
<PAGE>

4.3   Notification

      The Agent shall communicate to the Banks the duration of each Interest
      Period elected by the Borrower no later than three Business Days (Paris
      and Brussels) prior to the first day of the relevant Interest Period.

5.    Interest Rate

5.1   Normal rate

      The annual interest rate applicable to an Advance shall be the sum of the
      Reference Rate for the considered Interest Period and the Margin.

5.2   Non-broadcasting of the Reference Rate

      In the event that, for any Interest Period, the Reference Rate is not
      broadcast on the Rate Determination Date, the Reference Rate shall be
      replaced for such Interest Period by:

      (a)   the interest rate that may be broadcast on the same date under the
            aegis of the British Bankers' Association to replace the LIBOR or
            the European Union Bank Federation to replace the EURIBOR; or,
            failing any,

      (b)   if at least two Reference Banks communicate to the Agent the rates
            to which, at approximately 11:30 a.m. on this same date, they offer
            to invest the deposits in the Reference Currency or in the Optional
            Currency, as the case may be, with the first rank banks for a period
            beginning on the same day and of same duration as the Interest
            Period, the arithmetic average of these rates, rounded-up by a
            sixteenth, if necessary.

5.3   Disruptions of the market

5.3.1 The Agent shall inform the Borrower and the Banks as soon as possible:

                                       25
<PAGE>

      (a)   in the event that the Reference Rate is not broadcast on the Rate
            Determination Date relating to any Interest Period, because the
            provisions of Article 5.2 (Non-Broadcasting of the Reference Rate)
            do not enable the determination of a replacement rate for the
            Reference Rate;

      (b)   in the event that the Reference Rate (or the interest rate
            substituted for the Reference Rate pursuant to the provisions of
            Article 5.2 (Non-broadcasting Reference Rate)) during an Interest
            Period does not reflect, according to the information communicated
            by them to the Agent no later that the Rate Determination Date
            relating to this Interest Period, the Financing Cost of one or more
            Banks whose aggregate Participation exceeds 35% of the considered
            Advance.

5.3.2

      (a)   In the event referred to in paragraph (a) of Article 5.3.1., the
            Interest Period shall be automatically adjusted to one month
            (subject to the provisions of Article 4.1 (d)).

      (b)   In all events referred to in Article 5.3.1., the Agent and the
            Borrower will attempt to agree on a replacement rate (Margin
            included) applicable to the Interest Period concerned, which will
            take into account the circumstances and conditions then offered to
            the Banks to finance their Participation in the Advance.

      (c)   In the event that the Agent and the Borrower reach such an agreement
            and that this agreement is approved by the Banks no later than the
            last day of such Interest Period, it will be applied to determine
            the interest rate applicable during this Period.

      (d)   Failing any agreement, the interest rate applicable to the
            Participation of each Bank during the Interest Period concerned
            shall be equal to the sum of the Margin and the Financing Cost of
            the relevant Bank during this same Interest Period.

                                       26
<PAGE>

5.3.3 Communication of the rate

      The Agent shall communicate to the Parties no later than the eighth
      Business Day (Paris) after the start of any given Interest Period, the
      interest rate applicable to such Interest Period that shall, except for
      obvious mistakes, be finally binding upon the Parties.

6.    Payment of interest

      On the last Business Day (Paris) of each Interest Period, the Borrower
      shall pay the interest accrued on the relevant Advance in the Reference
      Currency or in the Optional Currency, as the case may be.

7.    Adjustment of the Credit Margin

      (a)   Beginning on the Final Drawing Date, to the extent that the value of
            the Margin Ratio indicated in the certificate sent by the Borrower
            to the Agent at the end of each reference period has been, in
            respect of the elapsed reference period, equal to, or greater than,
            the value indicated in column (2) of the chart set forth below, then
            subsequent to the date on which the certificate has been delivered,
            the Margin in respect of the Interest Period applicable to the
            Credit will be that indicated in column (1) of the chart set forth
            below on the line that corresponds to the minimum and maximum values
            involved.

      (b)   It is understood:

            (i)   that the adjustment of the Margin applicable to the Credit
                  referred to in paragraph (a) above shall be made each quarter
                  in respect of an annual reference period; it being understood
                  that an annual reference period shall mean (a) both a 12-month
                  period corresponding to the duration of the fiscal year of the
                  Borrower and (b) a 12-month period corresponding to two
                  consecutive half years that do not belong to the same fiscal
                  year;

                                       27
<PAGE>

            (ii)  that in case of occurrence of a Potential Event of Default or
                  an Event of Default during any Interest Period, the Margin
                  applicable to the Credit shall immediately be brought back to
                  its maximum value, i.e. two hundred base points per year, as
                  from the first day of the Interest Period subsequent to any
                  such Event of Default.

            --------------------------------------------------------------------
                         (1)                   (2)                  (3)
                 Margin applicable to    Minimum Value of    Maximum value of
                   the base points       the Margin Ratio    the Margin Ratio
            --------------------------------------------------------------------
                         200                     3                 n/a
            --------------------------------------------------------------------
                         165                     2                  3
            --------------------------------------------------------------------
                         130                     1                  2
            --------------------------------------------------------------------
                         100                    n/a                 1
            --------------------------------------------------------------------

                                       28
<PAGE>

                                   CHAPTER 4

                             WAIVER AND REPAYMENT

8.    Waiver

      (a)   Subject to at least ten days prior notice to the Agent, the Borrower
            may, until the Final Drawing Date, waive all or part of the Credit;
            any such waiver shall be final.

      (b)   Any partial waiver shall relate to an amount equal to 5,000,000 USD
            (five million American dollars) and for greater sums, to multiples
            of 5,000,000 USD (five million American dollars).

      (c)   Any such waiver will decrease all Available Undertakings in
            proportion to their respective amounts.

9.    Repayment

9.1   Repayment at the expiry date

      The Borrower shall repay the Loan, on the Repayment Dates set forth below
      in the amounts indicated in the right column by a percentage of the amount
      of the Loan on the Final Drawing Date:

      -----------------------------------------------------------
              Repayment Dates          Percentage of the Loan
      -----------------------------------------------------------
      September 30, 2001                          15%
      March 30, 2002                              15%
      September 30, 2002                          15%
      March 30, 2003                              15%
      September 30, 2003                          20%
      March 30, 2004                              20%
      -----------------------------------------------------------

                                       29
<PAGE>

9.2   Mandatory repayments

9.2.1 Non-proportional mandatory repayment

      In the event where a Bank makes a claim under the provisions of Article
      11.2 (Illegality), the Borrower shall, upon request of the Agent, repay
      the Global Participation of such Bank on the date corresponding to the
      last day of the current Interest Period or the last date authorized by the
      regulation that motivated the repayment request if such a Period precedes
      such regulation.

9.2.2 Proportional mandatory repayments

      (a)   In the event that aggregate sales of assets exceed EUR 2,000,000 per
            fiscal year, the Borrower shall repay the Loan in an amount up to
            the net sale price(s) on the date corresponding to the last day of
            the Interest Period in effect at the time of the sale or at the time
            of it exceeds the sale threshold.

      (b)   The Borrower shall repay the Loan within 30 days after notification
            by the Agent following (i) the acquisition of control of the
            Borrower by a person (or group of persons acting in concert) or (ii)
            the change of the person (or group of person acting in concert) who
            controls the Borrower.

9.3   Proportional voluntary repayment

      (a)   Beginning on the Final Drawing Date and subject to fifteen-days
            prior notice to the Agent, the Borrower may repay in advance without
            fees or penalties all or part of the Loan.

      (b)   Such a repayment may be made only on the last day of an Interest
            Period.

      (c)   Such a repayment, if it does not relate to the aggregate Loan, shall
            relate to an amount equal to 5,000,000 USD and, for greater sums in
            multiples of 5,000,000 USD, or if it is made in Optional Currency,
            equal to an

                                       30
<PAGE>

            amount of 5,000,000 EUR and, for greater sums in multiples of
            5,000,000 EUR.

      (d)   Any such sums so repaid may be borrowed once again.

9.4   Non-proportional voluntary repayment

      (a)   The Borrower may repay (in all but not in part) the Global
            Participation of a Bank who has requested a payment pursuant to
            Article 10 (Taxation) or 11.1 (Additional costs) provided that the
            Borrower has given at least 10-days notice to the Agent and, at the
            time of the notice, the circumstances that motivated the
            indemnification request are continuing.

      (b)   Such a repayment may only be made on the last day of an Interest
            Period.

      (c)   As soon as the Borrower has notified the Agent of its repayment of
            the Global Participation of a Bank pursuant to paragraph (a) of this
            Article 9.4, the Available Undertaking of this Bank shall be reduced
            to zero.

9.5   Rules generally applied to early repayments

      (a)   By giving a prior notice pursuant to Article 9.3 (Proportional
            voluntary repayment) or 9.4 (Non-proportional voluntary repayment),
            the Borrower shall undertake to make the repayment that is the
            subject of the notice on the date set forth in the notice.

      (b)   Any repayment in respect of Article 9.3 (Proportional voluntary
            repayment) shall be applied to the repayment installments referred
            to in Article 9.1 (Repayment at expiry date) that are not yet due
            and payable, and shall commence with the most removed installments.

      (c)   Any repayment in respect of paragraph 3.9.2(d), Article 9.2.1
            (non-proportional mandatory repayment) or 9.4 (Non-proportional
            voluntary repayment) shall be applied to the repayment installments
            referred to in

                                       31
<PAGE>

            Article 9.1 (Repayment at expiry date) not yet due and payable, in
            proportion to their respective amounts.

9.6   Rules generally applied to repayments

      In the event that the Borrower must repay all or part of the Loan in
      advance (including after the occurrence of an Event of Default), it shall
      at the same time pay all interest accrued on the repaid amounts and any
      other amount due in respect of this Agreement, notwithstanding any other
      provisions setting forth a different payment date.

                                       32
<PAGE>

                                   CHAPTER 5

                              ALLOCATION OF RISKS

10.     Taxation

10.1    Withholding taxes

        (a)     All payments made by the Borrower (including in respect of this
                Article 10) to an Eligible Bank, to the Arranger or to the Agent
                shall be made net and without deduction of any tax in France,
                except if the Borrower (or an institution paying on its behalf)
                must carry out a tax withdrawal or withholding (a
                "withholding"), in which case the Borrower shall increase the
                amount of the payment so that after having deducted the
                withholding, the Party entitled to payment receives a net amount
                equal to the amount that it would have received had there been
                no withholding.

        (b)     If the Borrower must effect a withholding (or, further, if the
                rate or calculation method of any withholding is modified), it
                will promptly inform the Agent thereof.

        (c)     If the Borrower must implement a withholding, it will pay the
                amount to the relevant authority on due date and will deliver to
                the Agent, within thirty days after such payment, the original
                of the receipt delivered to it (or a certified copy thereof).

10.2    Eligible Banks

10.2.1  If the Borrower must implement a withdrawal or a withholding, the
        Borrower will not however be bound to increase the amount due to the
        Eligible Bank pursuant to Article 10.1 (Withholding tax) if:

        (i)     a Bank, not residing in France for tax purposes, but having a
                Credit Branch in France, could have obtained an exemption from
                withdrawal or withholding by providing to the Agent the
                necessary documents (required by the French tax authorities)
                evidencing that the interest paid in accordance with this
                Agreement is integrated in the taxable income of this Credit
                Branch;

                                       33
<PAGE>

        (ii)    a Bank referred to in paragraph (b) of the definition of the
                Eligible Bank, could have obtained an exemption from withdrawal
                or withholding by signing the necessary documents or by carrying
                out any similar action, in order to obtain such an exemption in
                accordance with the provision of the applicable non-double
                taxation treaty.

10.3    Tax Credit

        (a)     This Article applies in the event that a Bank, after having
                received an increased payment pursuant to paragraph (a) of
                Article 10.1 (Withholding Tax) determines (its assessment in
                this respect being authoritative) that it has actually and
                definitively obtained a tax benefit in the form of a tax credit
                or repayment allocable to such increase.

        (b)     In such a case, the Bank will repay as soon as possible to the
                Borrower a total amount equal to the value of this benefit,
                after deduction of any fee and tax that may be borne by such
                Bank in relation to the repayment, such that the Bank does not
                incur any charge due thereon, and provided that the repayment
                does not affect the tax credit or repayment obtained by the
                Bank. Each Bank shall have absolute discretion with respect to
                the obtaining or use of a tax credit or a repayment and does not
                need to report to the Borrower nor provide it with any
                information whatsoever with respect to its tax position.

10.4    Other taxes

        Subject to the provisions of Article 10.1 (Withholding tax), the
        Borrower shall, upon request of the Agent, pay to another Party the
        amount of any tax that the such Party owes due to a payment received or
        to be received, or a payment it should have received under tax
        regulations (including in respect of this Article 10 (Taxation), except
        if it is a taxation in the State in which the registered office of such
        Party or its Credit Branch is located assessed on the net income of the
        Credit Branch.

                                       34
<PAGE>

11.     New circumstances

11.1    Additional costs

        (a)     Within the meaning of this Agreement, a "change of regulation"
                shall include:

                (i)     any modification in force after the date of this
                        Agreement, of the regulations applicable on such date;

                (ii)    any modification brought by a relevant authority after
                        the date of this Agreement to the interpretation of a
                        regulation or to the conditions in which it intends to
                        have it applied;

                (iii)   communication to a Bank of a recommendation, instruction
                        or request by a central bank, a tax, monetary or other
                        authority, even if it is not mandatory, if it would be
                        in compliance with the bank practices in the country
                        concerned with such compliance.

        (b)     The conditions of the remuneration of the Banks have been set
                according to credit, tax, monetary and professional regulations
                applicable on the date of this Agreement (in particular those
                concerning risk control and solvency of credit institutions).
                Consequently, if as a result of a change of regulation:

                (i)     a Bank decreases the net remuneration of its capital or
                        the net remuneration received due to its Global
                        Participation; or

                (ii)    a Bank incurs a cost (or an additional cost, as the case
                        may be) due to its obligations as Bank or due to its
                        Global Participation;

                the Borrower shall pay, upon the Agent's request, the sums
                necessary to indemnify such Bank for the decrease in
                remuneration referred to in paragraph (i) or the costs referred
                to in paragraph (ii) except, in the latter case, if the cost
                corresponds to a tax being the purpose of Article 10 (Taxation).

                                       35
<PAGE>

11.2    Illegality

        In the event that it would become illegal for a Bank to perform its
        obligations or to finance or maintain its Global Participation:

        (a)     its obligation to participate in the Advances shall terminate
                and its Available Undertaking shall be automatically reduced to
                zero; and

        (b)     the provisions of Articles 9.2 and 9.5 shall become applicable.

12.     General rules

        (a)     Any Bank intending to claim the provisions of Article 10.1
                (Withholding tax), Article 10.4 (Other Taxes), 11.1 (Additional
                costs) or 11.2 (Illegality) shall:

                (i)     give notification thereof to the Agent specifying the
                        grounds of its claim and enclosing all relevant
                        supporting documents (with no obligation to disclose
                        confidential information);

                (ii)    contemplate, after consultation with the Agent and the
                        Borrower, the measures it might take (in particular by
                        changing its Credit Branch or by substituting another
                        financial institution for it) to minimize the
                        consequences for the Borrower of the circumstances that
                        motivated any such notification, if such measures would
                        not lead such Bank to incur damageable consequences or
                        costs not offset by the Borrower.

        (b)     The Agent shall, as soon as possible, communicate to the
                Borrower any notification received from a Bank in respect of
                this Article with the supporting document related thereto.

                                       36
<PAGE>

                                   CHAPTER 6

         REPRESENTATIONS AND UNDERTAKINGS OF THE BORROWER - EVENTS OF

                                    DEFAULT

13.     Representations of the Borrower

        The Borrower makes the following representations to the other Parties
        and acknowledges that the latter have entered into this Agreement based
        on these representations, whose accuracy on the date of signature of
        this Agreement, on the Drawing Dates and on the first day of each
        Interest Period is a condition of their consent and the willingness of
        the Banks to make the Advances:

        (a)     The Borrower is a duly incorporated French societe anonyme.

        (b)     The Borrower has the required capacity to enter into this
                Agreement and the Security Documents.

        (c)     The signatory of this Agreement and the Security Documents on
                behalf of the Borrower has all necessary powers to enter into
                this Agreement and the Security Documents in the name and on
                behalf of the Borrower.

        (d)     The signature of this Agreement and the Security Documents and
                the performance of the obligations arising out thereof for the
                Borrower do not contravene:

                (i)     any provision of its by-laws;

                (ii)    any obligation vis-a-vis any third party (that could
                        have an adverse effect), and

                (iii)   any regulation applicable to it.

        (e)     No agreement or authorization from any administrative authority
                is required to allow the Borrower to enter into this Agreement
                and Security Documents and to perform its obligations;

        (f)     The Borrower's obligations are valid and are binding upon it.

                                       37
<PAGE>

        (g)     Except for the Authorized Securities and the Debenture governed
                by English law constituted in favor of The Royal Bank of
                Scotland on May 12, 2000, which should be released no later than
                October 1, 2000 pursuant to the Articles 14.1 (e) and 14.1 (g),
                no security burdens the assets of the Borrower or the members of
                the Group.

        (h)     No dispute is pending and the Borrower has received no
                notification by a third party of its intention to initiate a
                dispute, which (in either case) outcome would have an adverse
                effect.

        (i)     No Event of Default or Potential Event of Default has occurred
                that is continuing.

        (j)     Any possible failures by the Borrower or the members of the
                Group to comply with their obligations vis-a-vis third parties
                on the date of this representation are not such as to have an
                adverse effect.

        (k)     Written information provided by the Borrower to the Arranger was
                accurate on the date on which it was given.

        (l)     The Information Document is accurate and complete and the
                forecasts it includes have been prepared from reasonable
                assumptions.

        (m)     The most recent consolidated financial statements of the
                Borrower (i.e. those relating to the fiscal year ended December
                31, 1999) certified by its statutory auditors, have been
                prepared according to the accounting principles generally
                applied in France and give an accurate image of the financial
                position and the operations of the Borrower. There has been no
                material adverse change in the financial position or in the
                assets and liabilities of the Borrower since the date of its
                most recent financial statements certified by its statutory
                auditors.

        (n)     The Borrower has paid on the date on which they are due all
                taxes for which it is liable.

        (o)     The Borrower is not under cessation of payment, is not the
                subject of a bankruptcy judicial reorganization (procedure de
                redressement) or

                                       38
<PAGE>

                judicial liquidation, an amicable settlement (procedure de
                reglement amiable) pursuant to the provisions of the Law
                n(degree)84-48 of March 1, 1984, or judicial proceedings,
                initiated outside of France, aimed at rescheduling or
                reorganizing its debts, or aimed at a collective settlement of
                its liabilities.

14.     Undertakings of the Borrower

14.1    Undertaking to do

        During the Credit Period, the Borrower undertakes to:

        (a)     provide the Agent with:

                (i)     for each of its fiscal years, no later than 180 days
                        after the end of its fiscal year, its annual report
                        including its corporate and consolidated accounts
                        (balance sheet, profit and loss statement and notes
                        thereon) certified by its statutory auditors;

                (ii)    no later than 90 days after the end of the first half of
                        its fiscal year, its half-year balance sheet and profit
                        and loss statement and the balance sheet of the profit
                        and loss statement of the members of the Group;

                (iii)   no later than 30 days after the end of the first half of
                        its fiscal year and after the end of each fiscal year, a
                        statement of the asset sales that have occurred during
                        the relevant period indicating the nature of the assets
                        sold and their sale price;

                (iv)    as soon as possible, any such other information on the
                        financial position or the business of the Borrower as
                        the Agent might reasonably request;

        (b)     immediately inform the Agent of any change concerning the
                persons empowered to represent the Borrower:

        (c)

                                       39
<PAGE>

                (i)     notify to the Agent, as soon as possible, of any Event
                        of Default or any Potential Event of Default, of which
                        it has knowledge;

                (ii)    confirm, upon the Agent's request, that no Event of
                        Default or Potential Event of Default has occurred or is
                        still occurring, except for those that would have
                        already been notified and those specified in the
                        confirmation, if any; and

                (iii)   indicate the measures it takes or contemplates to take
                        to remedy any Event of Default or Potential Event of
                        Default;

        (d)     obtain (or renew) and carry out all authorizations or steps
                necessary to allow the Borrower to duly and validly perform its
                obligations;

        (e)     ensure that no Security, other than the Authorized Securities
                and until October 1, 2000 the Debenture governed by English Law
                mentioned in Article 3.2, burdens its assets or those of the
                Significant Subsidiaries;

        (f)     not grant any security, guarantee or right whatsoever such as to
                prevail in any way whatsoever over the rights of the Banks with
                respect to this Agreement during the entire term of this
                Agreement; it being understood that the Borrower may grant
                securities, guarantees or rights so long as the Banks of the
                same rank benefit therefrom or are granted any such other
                security as they may deem equivalent to their rights in respect
                of this Agreement;

        (g)     the Borrower undertakes that the Credit granted by The Royal
                Bank of Scotland and pursuant to which Genesys Conferencing
                Limited has constituted a Debenture governed by English Law in
                favor of The Royal Bank of Scotland plc, be repaid no later than
                August 18, 2000 and that the release of the above-mentioned
                Debenture be obtained no later than October 1, 2000;

        (h)     draw up and cause the members of the Group to draw up the
                corporate accounts to be delivered to the Agent pursuant to the
                provisions of subparagraphs 14.1 (a) (i) and 14.1 (a) (ii)
                pursuant to the accounting

                                       40
<PAGE>

                principles generally applied in France and in each country
                concerned to draw up the said accounts by complying with the
                presentation and method used for the accounts relating to the
                fiscal year ended December 31, 1999 and not to change or cause
                that the members of the Group do not change the accounting
                principles and methods each year, unless the Borrower notifies
                to the Agent any substantial change to these accounting
                principles or methods applicable both to the Borrower and a
                member of the Group, in which case the Borrower (or its
                statutory auditors) shall:

                (i)     provide a description of the changes and adjustments
                        that should be made on the last delivered accounts in
                        accordance with subparagraphs 14.1 (a) (i) and 14.1 (a)
                        (ii), in order for the accounts to be presented and
                        analyzed in a way identical to those relating to the
                        fiscal year ended December 31, 1999;

                (ii)    provide any information reasonably requested by the
                        Agent and allow the Banks to verify if the thresholds
                        referred to in Article 14.3 (Financial undertakings) are
                        complied with and to carry out a precise comparison
                        between the last accounts delivered to the Agent and
                        those relating to the fiscal year ended December 31,
                        1999.

                Any reference in this Agreement to the accounts provided in the
                context of this paragraph (h) shall include a reference to the
                accounts as modified or adjusted in order to be presented and
                analyzed in a way identical to those relating to the fiscal year
                ended December 31, 1999.

14.2    Negative Undertakings

        During the entire Credit Period, the Borrower undertakes:

        (a)     to cause the shareholders' meeting of the Borrower not to
                propose or distribute dividends if the Borrower is not in
                compliance with the financial undertaking provided for in
                Article 14.3 (Financial undertakings);

                                       41
<PAGE>

        (b)     not to carry out or cause the members of the Group not to carry
                out one (or more) acquisition(s) during the same fiscal year (i)
                whose effect would be to increase the financial indebtedness of
                the Group more than EUR 15,000,000, or (ii) that would be
                entered into for a global amount greater than EUR 15,000,000;
                and

        (c)     not to sell or transfer in any other way any securities or
                corporate rights that the Borrower directly or indirectly holds
                in its Significant Subsidiaries and not to decrease its equity
                interest in the capital and voting rights of the Significant
                Subsidiaries to a level less than 95%, unless the Agent, acting
                upon instructions of the Majority of the Banks, authorizes the
                Borrower to carry out such transactions.

14.3    Financial undertakings

        The Borrower undertakes that its EBITDA shall be at least equal for the
        reference periods mentioned in the left column of the chart below to the
        values indicated in the right column:

        ----------------------------------------------------------
              Reference Periods                   EBITDA
        ----------------------------------------------------------
        January 1 to December 31, 2000        USD 11,000,000
        ----------------------------------------------------------
        January 1 to December 31, 2001        USD 16,000,000
        ----------------------------------------------------------
        January 1 to December 31, 2002        USD 26,000,000
        ----------------------------------------------------------
        January 1 to December 31, 2003        USD 31,000,000
        ----------------------------------------------------------


        The Borrower undertakes to provide to the Agent for this purpose:

        (a)     an annual certificate indicating the amount of the EBITDA and
                its Financial Indebtedness for each reference period referred to
                above. This certificate shall be delivered no later than six
                months after the expiration of each reference period referred to
                above, and

        (b)     an annual certificate indicating the amount of the EBITDA and
                its Financial Indebtedness for each reference period from June
                30 of a given fiscal year to June 30 of the following year. This
                certificate shall be delivered no later than September 30 of
                each year.

                                       42
<PAGE>

        The Borrower undertakes to keep a minimum amount of EUR 50,000,000 of
        Consolidated Equity Capital during the entire term of the Credit.

15.     Events of Default

15.1    The following events constitute Events of Default:

        (a)     non-payment by the Borrower on the due date of any amount
                payable in respect of this Agreement except if this non-payment
                is due to technical problems affecting the system of transfer of
                funds, as long as the amount is paid within two (2) Business
                Days (Paris) following its due date;

        (b)     breach by the Borrower of any of its obligations (other than a
                payment obligation);

        (c)     inaccuracy at the time it is made of any of the representations
                listed in Article 13 (Representations of the Borrower) or, on
                the date of its provision, of any other information communicated
                by the Borrower in respect of this Agreement, except (i) if such
                inaccuracy results from an honest mistake committed by the
                Borrower or (ii) if such inaccuracy has no material effect;

        (d)     the Borrower or a Significant Subsidiary does not pay on any due
                date any amount in respect of any Financial Indebtedness or the
                creditor of the Financial Indebtedness of the Borrower or a
                Significant Subsidiary orders or is entitled to order the
                forfeiture of the due date, except if the global amount of the
                Financial Indebtedness unpaid in the first case, or the amount
                of the Financial Indebtedness so become payable in the second
                case, is less than EUR 1,000,000;

        (e)     the Borrower or a Significant Subsidiary initiates discussions
                with its creditors (or some of them) in order to reschedule or
                reorganize its debts or part of them;

        (f)     the appointment of an ad hoc agent, whose assignment includes to
                attempt to reach an agreement between the Borrower or a
                Significant Subsidiary and their creditors (or some of them);

                                       43
<PAGE>

        (g)     the initiation vis-a-vis the Borrower or a Significant
                Subsidiary of amicable settlement proceedings pursuant to the
                provisions of Law n(degree)84-48 of March 1, 1984;

        (h)     the Borrower or a Significant Subsidiary is in a state of
                nonpayment (etat de cessation des paiements);

        (i)     the initiation vis-a-vis the Borrower or a Significant
                Subsidiary of a judicial bankruptcy reorganization or judicial
                liquidation;

        (j)     dissolution of the Borrower;

        (k)     merger or spin-off of the Borrower or a member of the Group, if
                it includes a long-lasting adverse effect;

        (l)     it is or becomes illegal pursuant to French Law for the Borrower
                to perform its payment obligations in respect of this Agreement;

        (m)     the occurrence of a serious event that includes a long-lasting
                adverse effect; and

        (n)     the Borrower or any member of the Group ceases its activity as
                it exists on the date of signature of this Agreement or
                substantially modifies its activity.

15.2    Consequences of an Event of Default

        As soon as an Event of Default occurs and at any time further thereto,
        the Agent, acting upon instruction of the Majority of the Banks, by
        simple written notice to the Borrower and without summons, injunction or
        other court or out-of-court formality, but subject to the mandatory
        provisions of Law n(degree)85-98 of January 25, 1985, may:

        (a)     cancel the Available Credit, which by reducing to zero the
                Available Undertakings of the Banks, will result in releasing
                any obligation to do make further Advances; and

                                       44
<PAGE>

        (b)     declare the Loan immediately due and payable or payable upon
                simple subsequent request of the Agent.

15.3    In the event that, pursuant to Article 15.2 (Consequence of an Event of
        Default) the Agent would have declared the Loan payable upon simple
        request from it, it may, upon instruction of the Majority of the Banks,
        at any subsequent time:

        (a)     retract its declarations; or

        (b)     request the repayment of the Loan on the date it sets, which
                will make the Loan due and payable on such date.

                                       45
<PAGE>

                                   CHAPTER 7

                   LATE-PAYMENT INTEREST AND INDEMNIFICATION

16.     Late-payment interest

16.1    Late-payment interest rates

        The Borrower shall, to the extent authorized by Law (but without summons
        and without prejudice to the other rights of the Banks), pay the
        interest on any Outstanding Amount, calculated from its due date until
        its date of actual payment (the "late-payment period") pursuant to the
        provisions of paragraphs (a) and (b) below, at the Agent's option (which
        the latter may change once or several times during the late-payment
        period):

        (a)     If the Agent elects this option (a), the late-payment interest
                will be calculated for each day of the late-payment period, at
                the Daily Late-Payment Rate applicable, as increased by the
                Margin and 1.5%.

        (b)

                (i)     If the Agent elects this option (b), the late-payment
                        interest will be calculated compared to successive
                        Interest Periods (the first one beginning on the expiry
                        date of the Outstanding Amount and the others on the
                        last day of the previous Interest Period).

                (ii)    The duration of each of these Interest Periods shall be
                        decided by the Agent, but if the Outstanding Amount
                        corresponds to an amount in principal that has become
                        payable before the last day of an Interest Period (a
                        "Broken-off Interest Period"), its first Interest Period
                        will have a duration equal to the residual duration of
                        the Broken-off Interest Period.

                (iii)   the interest rate applicable to a given Interest Period
                        shall be the Reference Rate applicable to this Interest
                        Period as increased by the Margin and 1.5%, except the
                        case of an Interest Period adjusted to correspond to the
                        residual duration of a Broken-off

                                       46
<PAGE>

                        Interest Period, to which the interest rate already
                        established for the Broken-off Interest Period will
                        apply, as increased by 1.5%.

16.2    Communications

        The Agent shall communicate to the Borrower and the Banks:

        (a)     its election with respect to the terms and conditions of
                calculation of the late-payment interest,

        (b)     in case of application of paragraph (b) of Article 16.1
                (Late-payment interest rate), no later than 9:00 a.m. on the
                Rate Determination Date of each Interest Period, its duration,
                and

        (c)     the late-payment interest rate.

16.3    Payment

        The late-payment interest in respect of an Outstanding Amount shall be
        payable:

        (a)     either upon the Agent's request (in the event of interest
                calculated based on the Daily Late-Payment Rate), or

        (b)     the last day of the Interest Period in respect of which it is
                due (in the event of interest calculated based on the Reference
                Rate).

16.4    Other provisions applicable to Outstanding Amounts

        The provisions of Articles 11.1 (Additional costs) and 17.2 (Interest
        Differences) apply to Outstanding Amounts in the same manner as they
        apply to Advances.

17.     Indemnification

17.1    General cases

        The Borrower shall indemnify each Bank and the Agent for the reasonable
        costs incurred and the losses suffered by them as a result (i) of the
        performance of their rights in respect of this Agreement and (ii) of the
        non-performance of the Borrower's obligations (but the calculation of
        the losses or the costs incurred

                                       47
<PAGE>

        shall take into account the interest possibly due in respect of Article
        16 (Late-payment interest)).

17.2    Interest Differences

        In the event that:

        (a)     the participation of a Bank in an Advance requested by the
                Borrower would not be made available to the latter, pursuant to
                the provisions of this Agreement, or

        (b)     the participation of a Bank in an Advance would be repaid prior
                to the end of the Interest Period,

        the Borrower shall pay to the Bank the possible positive Interest
        Difference:

        (i)     in the event referred to in paragraph (a) of this Article, on a
                period of same duration as that which would have been the first
                Interest Period of the Advance, and

        (ii)    in the event referred to in paragraph (b) of this Article, for a
                period between the date of repayment and the last day of the
                Interest Period.

                                       48
<PAGE>

                                   CHAPTER 8

                                   PAYMENTS

18.     Terms and conditions of payment

18.1    Money of account and payment

        (a)     Subject to the provisions of this Article, the Reference
                Currency is the money of account and payment of this Agreement.
                However, the Borrower shall:

                (i)     repay an Advance on its payment date in the currency in
                        which this Advance is denominated;

                (ii)    pay any amount due as interest in respect of an Advance
                        in the currency in which such Advance is denominated;

                (iii)   repay all fees and expenses borne in the currency in
                        which they have been incurred;

                (iv)    carry out all indemnification payments requested of it
                        in respect of Article 10.4 (Other taxes) or Article 11.1
                        (Additional costs) in the currency in which the amount
                        subject to such claim is denominated; and

                (v)     pay all amount denominated in a currency other than the
                        Reference Currency in such currency.

        (b)     For the payments in Optional Currency during the Interim Period,
                each Party:

                (i)     may, as it concerns a payment to be settled by the
                        credit of an account in France, carry out the payment in
                        Francs or in euro;

                (ii)    shall, as it concerns a payment to be settled by the
                        credit of an account in another Participating Member
                        State, carry out the payment in euro.

                                       49
<PAGE>

18.2    Payment in another currency

        (a)     This Article 18.2 shall apply in the event that, for the purpose
                of court proceedings, court decision, enforcement means or
                declaration in reorganization proceedings initiated vis-a-vis
                the Borrower, it would be necessary to convert a payment due to
                a payment to another Party in a currency (the "conversion
                currency") other than that in which, under this Agreement, it
                must be paid (the "contractual currency").

        (b)     In such a case, the Borrower shall indemnify this Party for the
                possible loss resulting from a difference of exchange rate
                between the date on which the conversion has been made and the
                date on which the payment is received in conversion currency, as
                well as possible expenses.

18.3    Payments to the Agent

        Except for the amounts due to the Arranger, the Borrower shall delivered
        all its payments to the Agent on the accounts whose details are set
        forth on the signature pages of this Agreement. The Agent, except for
        the payments received on its own behalf, receives them on behalf of the
        Parties entitled thereto.

18.4    Terms and conditions of payment

        (a)     All payments to be made by the Borrower or a Bank shall be
                carried out at the due date value in immediately available funds
                and freely transferable, by the credit of the Agent's account as
                the latter might notify.

        (b)     The Agent shall repay to a Party all payments it receives on the
                latter's behalf, same value date, by causing the account whose
                necessary information has been provided by such Party to be
                credited.

        (c)     Any payment due on a date that does not correspond to a Business
                Day shall be made on the following Business Day, except if such
                action results in removing the payment to the following calendar
                month, the payment shall be made on the last Business Day of the
                current calendar month.

                                       50
<PAGE>

18.5    Payments by the Agent

        (a)     The Agent may deem that the funds corresponding to any payment
                due to a Party have been transferred to it on the date on which
                such payment is due and consequently carry out the corresponding
                payment. However, if, without having actually received the
                corresponding funds, it pays an amount to a Party, the latter
                shall upon first request of the Agent, repay such amount, plus
                any corresponding interest for the period elapsed from such
                payment until the repayment, calculated at the annual rate
                corresponding to the Financing Cost of the amount for the Agent
                (with respect to amounts paid to a Bank) or at the same rate
                increased by the Margin (with respect to amounts paid to the
                Borrower).

        (b)     The Agent shall have no liability vis-a-vis another Party for
                the possible late-payment made by such Party, provided that it
                has implemented the measures set forth by the offset system
                selected by it for payments in euro such that payment is
                received on its due date and for due value at the credit of such
                Party's account.

18.6    Offset by the Borrower

        The Borrower shall carry out all its payments without reduction or
        offset of any kind whatsoever, except for withholdings set forth to in
        Article 10.1 (Withholding taxes), if any.

18.7    Allocation of Payments

        The Agent, notwithstanding any allocation by the Borrower and unless
        otherwise agreed by all of the Banks, shall allocate the amounts
        received by it in respect of this Agreement in the following order:

        (a)     to the payment of the fees and expenses incurred by the Agent
                while exercising its assignment;

        (b)     to the payment to the Banks of the late-payment interest accrued
                on an Outstanding Amount, in proportion to the part of the
                Outstanding Amount that is respectively due to them;

                                       51
<PAGE>

        (c)     to the payment to the Banks in proportion to their respective
                Global Participation, of the accrued interest;

        (d)     to the payment to the Banks in proportion to their respective
                Global Participation, of any amount in principal payable but
                outstanding;

        (e)     to the payment of any other amount payable but outstanding (if
                it is an amount due to several Banks, in proportion to the part
                of the amount respectively due to them).

19.     Offset by the Banks or the Agent

        Subject to the provisions of any specific agreement, the Borrower
        irrevocably authorizes each of the other Parties to offset the credit
        balance of the accounts it might or may have with this Party all
        payments due by it and to carry out the exchange transactions necessary
        for this purpose based on the Agent's Exchange Rate.

20.     Equalization of the payments

20.1    Redistribution

        Subject to the provisions of Article 20.3 (Court proceedings), in the
        event that a Bank (a "receiving Bank") due to the allocation (in
        particular through offset) of an amount received from the Borrower,
        would receive an amount in excess, i.e. a larger portion of an amount
        due to itself and to several other Banks (the "other Banks") than it
        would have received if the such amount had been paid by the Borrower to
        the Agent and allocated by the latter pursuant to the provisions of
        Article 18.7 (Allocation of the payments):

        (a)     it shall immediately inform the Agent thereof (who will inform
                as soon as possible the other Banks) and pay to the Agent the
                amount in excess;

        (b)     as soon as possible, the Agent shall allocate the amount in
                excess among the other Banks in proportion to their respective
                part of the amount due by the Borrower against delivery by each
                of them of a subrogation receipt including a waiver to profit
                from the Article 1252

                                       52
<PAGE>

                of the French Civil Code, which the Agent shall deliver to the
                receiving Bank;

        (c)     the receiving Bank will therefore be subrogated in the rights of
                the other Banks vis-a-vis the Borrower, so that the latter will
                owe vis-a-vis the receiving Bank an amount equal to the amount
                in excess.

20.2    Refunds

        In the event that a receiving Bank would be bound to refund to the
        Borrower an amount in excess after its allocation among the other Banks
        pursuant to the provisions of Article 20.1 (Redistribution):

        (a)     each of the other Banks will repay to the receiving Bank an
                amount equal to the portion of the amount in excess it has
                received against delivery of a subrogation receipt including a
                waiver to profit from Article 1252 of the French Civil Code; and

        (b)     each Bank having carried out such a refund shall therefore be
                subrogated, up to this amount, in the rights of the receiving
                Bank vis-a-vis the Borrower.

20.3    Court proceedings

        In the event that a Bank would become a receiving Bank following court
        proceedings initiated by it after notification to the Agent, those Banks
        will not be deemed an "other Bank" for the purposes of paragraphs (a)
        and (b) of Article 20.1 (Redistribution) who, while being able to join
        the proceedings or initiate other proceedings for the payment of the
        portion reverting to it the amount due by the Borrower, refrain from
        doing so.

                                       53
<PAGE>

                                    CHAPTER 9

                           COMMISSION, FEES AND RIGHTS

21.     Commissions

21.1    Engagement commission

        (a)     The Borrower shall pay to each Bank an engagement commission of
                30 base points per year, i.e. a 0.30% rate per year, on the
                amount of its Available Undertaking for the period from the date
                of signature of this Agreement until the Final Drawing Date.

        (b)     The Borrower shall pay the engagement commission at the expiry
                date, the last day of each successive one-month period as from
                the date of signature of this Agreement and for the last time on
                the Final Drawing Date.

21.2    Arranger's commission

        The Borrower shall pay to the Arranger a Credit arrangement commission
        pursuant to a a separate agreement.

21.3    Agent's commission

        The Borrower shall pay to the Agent an annual Agent's commission
        pursuant to a separate agreement.

22.     Fees and rights

22.1    Fees incurred by the Arranger and the Agent

        The Borrower shall repay:

        (a)     to the Arranger, all reasonable fees and expenses (including the
                fees and expenses of counsel) as increased by applicable taxes
                incurred in connection with the preparation, negotiation and
                consummation of this Agreement and the performance of the
                conditions precedent set forth in Article 3.1 (Conditions
                Precedent) no later than 15-days from the date of notice of said
                payments by the Arranger;

                                       54
<PAGE>

        (b)     to the Agent on its behalf and on behalf of the Banks, upon
                first request of the Agent, all reasonable fees and expenses
                (including the fees and expenses of advisers and lawyers)
                increased by applicable taxes that the Agent or the Banks may
                incur:

                (i)     upon request of the Borrower, for the purposes of
                        modification of this Agreement or waiver by the Banks of
                        their rights; and

                (ii)    for the purpose of preserving their rights (in
                        particular the fees incurred to assess the existence of
                        an Event of Default and the means to remedy it) or
                        obtain the performance of the Borrower's obligations.

22.2    Stamp and registration duties

        All stamp or registration duties and other similar rights to which this
        Agreement may give rise in France shall be exclusively for the account
        of the Borrower.

22.3    Allocation to the Banks

        In the event that the Borrower does not repay the Arranger or the Agent
        the fees and expenses incurred by them, in breach of the provisions of
        Articles 22.1 (Fees incurred by the Arranger and the Agent) and 22.2
        (Stamp and registration duties), the Banks shall substitute for the
        Borrower, in proportion to their respective Portion, with the Borrower
        responsible for repayment any amounts thus paid by them as soon as
        possible.

                                       55
<PAGE>

                                   CHAPTER 10

                                    THE AGENT

23.     Assignment of the Agent

23.1    Powers and authority

        (a)     Each Bank hereby grants to the Agent (who hereby accepts) the
                power to represent it by exercising on its behalf all powers
                expressly granted to it under this Agreement and the Security
                Documents, as well as those that reasonably result therefrom,
                other than the power to initiate court proceedings and to
                settle.

        (b)     The Agent, who shall not be bound to take any measure on its own
                initiative, may ask for direction from the Banks and shall be
                bound to act or to refrain from acting, as the case may be, in
                accordance with the instructions given by the Majority of the
                Banks (or all the Banks when this Agreement or the Security
                Documents provide therefor), both in the event that it will have
                consulted with the Banks and in the event that the instructions
                result from an initiative of the latter.

        (c)     The Agent is not the representative of the Borrower, except for
                the purpose of the signature of a Transfer Instrument.

        (d)     Subject to the provisions of subparagraphs (a) and (b) above,
                each Bank gives power to the Agent to sign in its name and on
                its behalf (i) the Security Documents, (ii) any other document
                of any nature whatsoever relating to the Security Documents
                whether at the time of their consummation or at the time of the
                incurrence of the securities they create, and (iii) all
                documents subsequent to the incurrence of the securities created
                in accordance with the Security Documents.

                                       56
<PAGE>

23.2    Exercise by the Agent of its assignment

        The Agent:

        (a)     may resort to, when it deems it necessary, the services of
                lawyers, counsels, chartered accountants and such other experts
                as it may choose;

        (b)     may, to exercise its assignment, without being bound to carry
                out an audit, and unless contrary information is communicated by
                another Party, deem:

                (i)     that the representations made and the information
                        provided to it by the Borrower for the purpose of this
                        Agreement are accurate; and

                (ii)    that no Event of Default or Potential Event of Default
                        has occurred.

        (c)     shall deliver to the Banks as soon as possible all information
                and documents communicated by the Borrower in respect of this
                Agreement;

        (d)     shall notify to the Banks as soon as possible of any Event of
                Default or Potential Event of Default that another Party will
                have informed it of or, regarding the non-performance by the
                Borrower of an obligation, that it would have ascertained
                itself;

        (e)     will not be bound to disclose information concerning the
                Borrower where such disclosure might cause it to incur
                liability;

        (f)     will not have any obligations other than those expressly borne
                by it under this Agreement and the Security Documents; and

        (g)     my carry out the incurrence of the securities created pursuant
                to the Security Documents according to the instructions given by
                the Majority of the Banks (or all the Banks when this Agreement
                or the Security Documents provide therefor) and may exercise all
                powers expressly granted to it for this purpose.

                                       57
<PAGE>

23.3    The Arranger

        The Banks represent and acknowledge that Fortis Bank S.A. has acted as
        arranger of the Credit syndication. In this respect, the provisions of
        the above paragraphs shall apply mutatis mutandis to the Arranger.

24.     Liabilities

24.1    The Arranger

        The Arranger shall have no liability:

        (a)     vis-a-vis the Banks or the Borrower, for the validity of this
                Agreement or, vis-a-vis the Banks, for the accuracy of the
                representations made by the Borrower and the information
                provided by it;

        (b)     vis-a-vis the Borrower for a possible breach by a Bank in the
                performance of its obligations, or vis-a-vis a Bank for a
                possible breach by the Borrower or by any other Bank in the
                performance of their respective obligations; and

        (c)     for the cost to the Banks for their participation in the Credit;
                each Bank represents, in this respect in favor of the Arranger,
                to have carried out its own analysis of the credit and the risks
                it incurs in taking part in the Credit, and confirms that the
                Arranger will have vis-a-vis it no obligation to follow the
                financial position or the prospects of the Borrower.

24.2    The Agent

        The Agent shall have no liability vis-a-vis the Banks other that that
        resulting from its capacity as agent, as the case may be, appointed
        pursuant to Article 23.1 (Powers and authorities). It will incur
        liability in this capacity only in case of gross or intentional
        misconduct (faute lourde ou intentionnelle).

                                       58
<PAGE>

25.     Miscellaneous

25.1    Indemnification

        The Banks undertake to guarantee the Agent, in proportion to their
        respective Portions, against all expenses, losses and liabilities
        incurred by the latter in the performance of its duties for any reason
        other than its own gross or intentional misconduct.

25.2    Separation of positions

        The duty of the Agent being exercised by a department distinct from the
        other departments of the financial institution appointed as Agent, the
        information gathered by these other departments, confidential to such
        departments, will not be deemed known by the Agent for the purpose of
        this Agreement solely because such other departments had knowledge
        thereof.

25.3    Resignation and revocation

        (a)     The Agent may resign from its position without cause and at any
                time, upon thirty-days prior notice period given to the Banks
                and the Borrower.

        (b)     The Majority of the Banks may, by notification, revoke the power
                of the Agent.

        (c)     In case of resignation or revocation of the Agent, the Majority
                of the Banks shall appoint its successor.

        (d)     In the event that, on the effective date of the resignation or
                revocation, a successor shall not have been appointed or shall
                not have accepted its appointment, the Agent may itself appoint
                its successor, which shall be a credit institution established
                in Paris, able to fulfil the duties of the Agent. As long as a
                successor of the Agent has not been appointed or has not
                accepted its appointment, the Agent will remain in office.

                                       59
<PAGE>

                                   CHAPTER 11

                            ASSIGNMENTS AND TRANSFERS

26.     Transfer by the Borrower

        The Borrower may not assign its rights or obligations.

27.     Transfer by the Banks

27.1    A Bank (a "Former Bank") may, by entering into a Transfer Instrument,
        substitute for it another financial institution (a "New Bank"). Such a
        substitution, if not for its aggregate Available Undertaking and/or its
        Global Participation, must be for an amount of at least 1,000,000 USD or
        1,000,000 EUR. Such a substitution shall be previously authorized in
        writing by the Borrower. For such purpose, any proposed substitution by
        the Former Bank shall be notified by any means to the Borrower. The
        Borrower may not refuse to give its consent without legitimate grounds
        and, in any event, its consent shall be deemed acquired if it fails to
        respond to the notification made by the Former Bank.

27.2    The New Bank shall inform the Borrower and the other Banks, through the
        Agent, as soon as possible, of the conclusion of a Transfer Instrument
        and its effective date.

27.3    The New Bank shall substitute for the Former Bank in the rights and
        obligations of the latter vis-a-vis the Agent and the other Banks by
        solely by signature of a Transfer Instrument.

27.4    After signature of a Transfer Instrument:

        (a)     the Former Bank is released from that day forward, to the extent
                provided by the Transfer Instrument, from its obligations
                vis-a-vis the Borrower and the other Parties;

        (b)     the New Bank, which is substituted for it, shall be responsible
                for its obligations vis-a-vis the Borrower and the other Parties
                and shall benefit from all of its benefits as well as the
                burdens appurtenant thereto.

                                       60
<PAGE>

27.6    On the effective date of a Transfer, the New Bank shall pay to the Agent
        a transfer commission equal to 1,000 EUR.

28.     Credit Branch

        A Bank may, once or several times, change the branch through which it
        takes part in the Credit by notifying the Agent of the details of its
        new Credit Branch.

29.     Information

        A Bank may disclose to a financial institution with which it
        contemplates to sign a Transfer Instrument and to a person to whom it
        has granted or intends to grant a sub-participation all information it
        has concerning the Borrower.

                                       61
<PAGE>

                                   CHAPTER 12

                                  MISCELLANEOUS

30.     Financial calculations

30.1    Calculation basis

        The interest, commissions and other amounts due by the Borrower shall be
        calculated based on the precise number of days based upon a year of 360
        days; it being specified that any reference period for the calculation
        of any amount shall include, for the purpose of the said calculation,
        the first day of this period and shall exclude the last.

30.2    Accounts

        Each Bank, with respect to its own Global Participation, and the Agent,
        with respect to the Loan, shall register in its respective books on
        special accounts the amounts in principal, interest or other due by the
        Borrower, as well as the paid amounts.

30.3    Evidence

        (a)     The accounts mentioned in Article 30.2 (Accounts) shall be
                deemed accurate, unless otherwise evidenced, with respect to
                amounts due by the Borrower.

        (b)     The certificate by a Bank regarding the amount of a sum
                submitted to the Borrower pursuant to Article 10.4 (Other taxes)
                or 11.1 (Additional costs) will be deemed accurate, unless
                otherwise evidenced, regarding the amount due by the Borrower.

31.     Recourse

        A Bank will not be deemed to have waived a right due to solely to the
        fact that it does not exercise it such right or exercises it only
        partially or lately.

                                       62
<PAGE>

32.     Severability of provisions

        The possible nullity of a provision of this Agreement shall not affect
        the validation of its other provisions.

33.     Communications

33.1    Language

        All communication between the Parties with respect to this Agreement as
        well as all documents going along with it, shall be in the French
        language.

33.2    Terms and conditions

        (a)     All communication with respect to this Agreement shall be in
                writing and sent by courier, registered mail with return receipt
                requested or facsimile to the address and/or number of the
                addressee Party indicated on the signature pages (or, in the
                case of a Bank that acquires this capacity pursuant to a
                Transfer Instrument, pursuant to the provisions of the Transfer
                Instrument).

        (b)     A communication shall be deemed received, as the case may be:

                (i)     on the date appearing on the notice of receipt, in case
                        of sending by registered mail;

                (ii)    at the time of sending, in case of sending by facsimile
                        (however, if the receipt date appearing on the
                        transmission report does not correspond to a Business
                        Day (Paris), the receipt date shall be the first
                        following Business Day (Paris);

                (iii)   on the date appearing on the receipt, in case of
                        delivery by courier.

                                       63
<PAGE>

34.     Modifications

34.1    Principle

        (a)     The Agent may, subject to the prior written consent of the
                Majority of the Banks:

                (i)     inform the Borrower that the Banks permanently or
                        temporarily, waive the application of a provision of
                        this Agreement; or

                (ii)    agree with the Borrower on an amendment to this
                        Agreement.

        (b)     Such amendments or waivers shall be enforceable vis-a-vis all
                the Parties.

34.2    Exceptions

        (a)     The unanimous consent of the Banks shall be required for any
                amendment or waiver relating to:

                (i)     the definition of "Majority of the Banks";

                (ii)    the increase in the maximum amount of the Credit;

                (iii)   the interest rate, commissions or amount of any other
                        payable sum;

                (iv)    the money of account or payment of this Agreement;

                (v)     a postponement of the expiry date for any payment by the
                        Borrower;

                (vi)    the provisions of Articles 3.1 (Conditions precedent),
                        3.2 (Condition subsequent), 20 (Equalization of
                        payments) or this Article 34;

                (vii)   any provision regarding the consent of all the Banks.

                                       64
<PAGE>

        (b)     The Agent shall not be bound, despite the provisions of Article
                23.1 (Power and authorities), to agree with the Borrower on any
                amendment:

                (i)     with respect to Article 22.1 (Fees incurred by the
                        Arranger or the Agent) or to Chapter 10 (the Agent) or
                        to this paragraph (b) of Article 34.2; or

                (ii)    which could result in a modification of the rights of
                        the Agent or impose additional obligations on it.

        (c)     A Bank may not, without its consent, be subject to a
                modification resulting in the reduction of its portion of any
                amount due by the Borrower.

35.     Global effective rate

        The global effective rate applicable to the Loan may not be calculated,
        pursuant to the provisions of Law n(degree)66-1010 of December 28, 1966
        (included in Articles L. 313-1 and L. 313-2 of the French Consumer Code)
        due, in particular, to the variability of the applicable interest rate.

        However, for purposes of Articles L. 313-1 through L. 313-6 of the
        French Consumer Code and based on the elements known as of July 28, 2000
        and with a margin amounting to 2% for the EURIBOR at three (3) months,
        i.e. 4.631% per year, the parties have assessed, for information
        purposes, the global effective rate of the Credit, which would amount
        (i) to 7.68% per year and the period rate would amount to 1.92% for a
        three (3)-month period.

        For the future, the parties to this Agreement expressly acknowledge
        that, due to the specificity of the provisions of this Agreement and, in
        particular, the variability of the Interest Rate and the possibility
        proposed to the Borrower to choose the duration of the Interest Period,
        it is impossible to precisely determine the global effective rate of the
        Credit. However, the Borrower acknowledges to have personally carried
        out all such estimations as it deemed necessary to assess the global
        cost of the Credit and acknowledges that it has obtained all necessary
        information from the Agent and the Banks with respect thereto.

                                       65
<PAGE>

                                   CHAPTER 13

                          GOVERNING LAW - JURISDICTION

36.     Governing Law

        The Agreement shall be governed by French Law.

37.     Jurisdiction

        Any dispute relating to this Agreement shall fall within the
        jurisdiction of the Commercial Court of Paris. However, this
        jurisdiction being provided in the sole interest of the Banks and the
        Agent, they may sue the Borrower before any other court that may have
        jurisdiction.

                                       66
<PAGE>

                                     ANNEX 1

                       List and Undertakings of the Banks

           Names                      Undertakings in USD     Undertakings in %

Fortis Banque France                      14,000,000                 40%
Address:  56, rue de
Chateaudun - 75009 Paris

BNP - Paribas                              8,000,000                22.86%
Address:  16, boulevard des
Italiens - 75009 Paris

Societe Generale                           8,000,000                22.86%
Address:  29, boulevard
Haussman - 75009 Paris

Banque Worms                               5,000,000                14.28%
Address:  1,  place  des
Degres - Tour Voltaire -
92800 Puteaux

                                       67
<PAGE>

                                     ANNEX 2

                           Form of Transfer Instrument

                               TRANSFER INSTRUMENT

1.      The terms used in this Transfer Instrument shall have the respective
        meanings given in the multicurrency credit agreement dated August [...],
        2000 (the "Agreement") between Genesys S.A. as Borrower, Fortis Bank
        S.A. as Arranger, Fortis Bank S.A. as Agent and certain other banks.

2.      By this Transfer Instrument, [...] (the "Former Bank") and [...] (the
        "New Bank") agree to substitute the New Bank for the Former Bank, up to
        [...]% of the rights and obligations of the latter with respect to this
        Agreement.

3.      The Global Participation and the Available Undertaking of the Former
        Bank and the New Bank, before and after this substitution are
        consequently:
<TABLE>
<CAPTION>
                            Global Participation              Available Undertaking
                            --------------------              ---------------------

                           before           after             before           after
                           ------           -----             ------           -----
                        substitution     substitution      substitution     substitution
                        ------------     ------------      ------------     ------------
        <S>             <C>              <C>               <C>              <C>
        Former Bank         [...]            [...]             [...]            [...]

        New Bank            [...]            [...]             [...]            [...]
</TABLE>

4.      This Transfer Instrument shall have the legal effects specified in
        Article 26.4 of this Agreement, as from the effective date specified
        with the signature of the New Bank.

5.      The initial Credit Branch of the New Bank, and its administrative
        details, shall be the following:

        Credit Branch   : [...]
        Address         : [...]
        Telephone       : [...]
        Facsimile       : [...]

                                       68
<PAGE>

6.      The New Bank may give third parties enforceable rights concerning the
        assignment by the Former Bank of the rights held with respect to its
        Global Participation, by notification of this assignment to the Borrower
        pursuant to Article 1690 of the French Civil Code.

7.      This Transfer Instrument shall be governed by French Law. Any dispute
        regarding it shall fall within the jurisdiction of the Commercial Court
        of Paris.

8.      This Transfer Instrument shall be governed by French Law. Any dispute
        regarding it shall fall within the jurisdiction of the Commercial Court
        of Paris.

[The Former Bank]                             [date]

represented by

-------------------



[The New Bank]                                [date]

represented by

--------------------

                                       69
<PAGE>

                                    ANNEX 3.1

                             Form of Drawing Notice

Date    :    [...]

From    :    Genesys S.A.

To:     :    Fortis Bank S.A.

        Multicurrency Credit Agreement amounting to 35,000,000 USD or the
        equivalent in euro date August [...], 2000

1.      We refer to the aforementioned Credit Agreement. The terms used in this
        Drawing Notice shall have the meaning ascribed to them in Article 1 of
        the Credit Agreement.

2.      In accordance with Article 3.3 (General conditions of use) of the said
        Credit Agreement, we hereby request the availability of an Advance
        having the following features:

-       Drawing Date:                                [...]
-       Currency:                                    [...]
-       Amount:                                      [...]
-       Duration of the first Interest Period:       [...]
-       Bank account to be credited:                 [...]

3.      We hereby confirm the accuracy to-date of all the representations
        expressed in Article 13 (Representations of the Borrower) of the Credit
        Agreement.

4.      This Drawing Notice shall be irrevocable.



GENESYS S.A.

By:
   --------------------------

Name:

                                       70
<PAGE>

                                    ANNEX 3.2

                       Notification of Change of Currency

Date    :    [...]

From    :    [...]

To:     :    [...]

        Multicurrency Credit Agreement amounting to 35,000,000 USD or the
        equivalent in euro date August [...], 2000

1.      We refer to the aforementioned Credit Agreement. The terms used in this
        Notification of Change of Currency shall have the meaning ascribed to
        them in Article 1 of the Credit Agreement.

2.      We refer to the Advance amounting to [...] which Interest Period end on
        [...].

3.      We request you to denominate this Advance in [...] as from the next
        Interest Period.

4.      We hereby confirm that this change of currency will trigger no situation
        constituting an Event of Default or a Potential Event of Default and we
        reiterate for the purpose hereof the representations appearing in
        Article 13 of this Agreement.

5.      Any amount paid with respect to a change of currency shall be credited
        on the account n(degree)[...].

6.      This Notification of Change of Currency shall be irrevocable.



GENESYS S.A.

By:
   --------------------------

Name:

                                       71
<PAGE>

                                     ANNEX 4

                              Conditions Precedent

1.      an original extrait K-bis relating to the Borrower dated no more than
        one month prior;

2.      a certified true copy by Mr. Francois Legros (or any empowered person)
        of the by-laws of the Borrower, up-dated on the signature date of this
        Agreement;

3.      a certified true copy by Mr. Francois Legros (or any empowered person)
        of the deliberation of the board of directors authorizing the Borrower
        to raise the bank borrowings;

4.      a legal opinion from Clifford Chance, counsel to the Arranger in form
        satisfactory to the Agent;

5.      a legal opinion from the in-house counsel of the Borrower in form
        satisfactory to the Agent;

6.      the specimen signature of the persons that may duly sign any Drawing
        Notice, any Notification of Change of Currency or any other
        communication on behalf of the Borrower in the context of this
        Agreement;

7.      a copy of this Agreement and the Security Documents duly signed by the
        Borrower;

8.      two legal opinions from Clifford Change, counsel to the Arranger
        relating to each of the Security Documents in form satisfactory to the
        Agent.

                                       72
<PAGE>

                                     ANNEX 5

               Pledge of the interest of Genesys Conferencing Inc

                                       73