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                                                                   EXHIBIT 4.2


[HBU HOLLANDSCHE BANK - UNIE N.V. LOGO]


                                CREDIT AGREEMENT

THE UNDERSIGNED:

1.   Adventure Two S.A., established in Majuro, Marshall Islands,
     hereinafter referred to as 'the Borrower',

2.   HOLLANDSCHE BANK-UNIE N.V., having its registered office in Amsterdam,
     the Netherlands, hereinafter referred to as 'HBU'.

HAVE AGREED AS FOLLOWS:

On the basis of the information supplied to HBU, the Borrower is granted a
facility on the terms and conditions and at the rates and charges stated in this
agreement and the appendix hereto. The facility is granted to finance the
refinancing of the M.V. Free Destiny.

FACILITY AMOUNT                                        USD 3,700,000

OVERDRAFT FACILITY

The credit may also be used for drawing short-term loans in USD. The terms and
conditions governing these short-term loans will be incorporated in a separate
short-term loan agreement.

REDUCTION SCHEME

Except for earlier alteration, the limit of the overdraft facility will be
reduced in successive three-monthly instalments according to the below schedule:

8 instalments of USD 75,000, beginning on 27 December 2005,
1 instalment of USD 100,000 on 27 March 2008,
2 instalments of USD 500,000, beginning on 27 June 2008
1 instalment of USD 2,000,000 on 27 December 2008

RATES AND CHARGES

Overdraft facility

-    Current USD debit interest rate, based on the market rate, will be 6.19%
-    Short term loans: libor + 1.95%.
-    Upfront fee:                            0.9%

The upfront fee will be charged after this Credit Agreement has been signed.

SECURITY AND COVENANTS

-    All moneys mortgage, on the vessel m.v. "Free Destiny", registered under
     the flag of the Marshall Islands. IMO number 8128157, call letters V7GD8.
     Fuller details will be included in the mortgage deed. On this mortgage the
     laws of the Marshall Islands will be applicable.

     As far as possible HBU's General Conditions applicable to Ship Mortgages
     are incorporated in the mortgage deed.

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- Joint and several liability Adventure Three S.A.

-    Pledge of rights and earnings under time charter contracts concluded or to
     be concluded.

- Pledge of rights under hull and machinery insurance policy.

- Pledge of rights under protection and indemnity risk insurance policy.

-    Pursuant to Art. 18 of the HBU General Banking Conditions HBU has a right
     of pledge on all goods and documents of title which are in possession or
     will come into the possession of HBU or a third party on HBU's behalf from
     or for the benefit of the Borrower on any account whatsoever and on all
     present or future claims of the Borrower vis-a-vis HBU on any account
     whatsoever to secure any obligations of the Borrower to HBU on any account
     whatsoever. Insofar as such pledge has not been created yet, this agreement
     shall be considered as an instrument of pledge and, insofar as necessary,
     as notification of such pledge.

OTHER PROVISIONS

If Freeseas S.A. has not got her Stock Exchange quotation in the first quarter
of 2006, the suretyship of USD 500,000 HBU received from the current
shareholders of Freeseas S.A. for the credit facility granted to Adventure
Three S.A., will also serve for the obligations of the borrower.

-    Borrower will give HBU the time charter agreements for inspection. The
     contents thereof must be acceptable to HBU.

-    At any moment at least 60% of the value of the ship must be covering the
     outstanding facility.

-    The Borrower will submit once a year to HBU a surveyor's report of the
     vessel to be mortgaged to HBU. The contents must be acceptable to HBU.

-    There will be no change of ownership with respect to the shares in the
     companies of the Borrower.

-    The enclosed HBU General Credit Provisions dated January 1999 will apply.
     By signing this Credit Agreement the Borrower declares that he has received
     a copy of said General Credit Provisions and is fully aware of the contents
     thereof.


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Signature:



Rotterdam, 23 September 2005

HOLLANDSCHE BANK-UNIE N.V.


Majuro, 26/9                  2005
       ---------------------------




/s/ Ion Varouxakis
----------------------------------
Adventure Two S.A.



The undersigned, Adventure Three S.A., declares that he assumes joint and
several liability towards HBU for all sums that the Borrower is now or will at
any time hereafter become due to HBU under this credit arrangement.


Majuro, 26/9                  2005
       ---------------------------




/s/ Ion Varouxakis
----------------------------------
Adventure Two S.A.






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[HBU LOGO]

HOLLANDSCHE             HBU GENERAL CREDIT PROVISIONS
BANK-UNIE N.V.

                        consisting of:

                        I     Common Provisions

                        II    General Provisions governing Overdraft and
                              Contingent Liability Facilities

                        III   General Provisions governing Loans

                        (July 2006)

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I Common Provisions

1 DEFINITIONS

In these HBU General Credit Provisions the following terms shall have the
following meanings:

a 'Borrower' shall mean the legal or natural person or persons, both jointly and
individually, to whom the Credit has been or will be made available;

b 'HBU' shall mean Hollandsche Bank-Unie N.V., having its registered office in
Rotterdam, the Netherlands;

c 'Credit Agreement' shall mean the agreement concluded between the Borrower and
HBU in which these HBU General Credit Provisions have been declared applicable;

d 'Credit' shall mean overdraft facilities and/or contingent liability
facilities and/or loans granted or to be granted to the Borrower under the
Credit Agreement.

2 AVAILABILITY

The Credit will not be made available to the Borrower until all security,
undertakings (verklaringen), documents and information referred to in the Credit
Agreement have been provided and all other conditions in the Credit Agreement
for the availability of the Credit have been complied with.

3 SECURITY AND UNDERTAKINGS (VERKLARINGEN)

3.1 INSTRUMENTS AND PRIORITY

If security or undertakings (verklaringen) are provided, these shall secure any
and all present or future indebtedness of the Borrower to HBU on any basis
whatsoever (including indebtedness arising from derivative transactions),
whether or not arising in the ordinary course of banking business, and shall be
laid down in instruments to be drawn up by HBU or in the Credit Agreement. Any
costs in this regard shall be borne by the Borrower. Unless otherwise stated,
security provided to HBU shall rank first in priority.

3.2 MORTGAGE

If a right of mortgage is given, it shall be subject to the General Terms and
Conditions for Mortgages (Algemene Bepalingen voor Hypotheekstelling) in
addition to the provisions contained in the mortgage deed. A right of mortgage
on multiple registered properties (registergoederen) shall be created by means
of separate rights of mortgage on each property individually, in each case for
the full principal amount plus interest and costs.

3.3 DISCLOSURE

The Borrower agrees that if third parties have provided security or undertakings
(verklaringen), HBU may furnish such third parties with information about the
Borrower's financial position and any other information relating to the Credit
that may be of importance to such third parties.

4 MULTIPLE BORROWERS/JOINT AND SEVERAL LIABILITY

4.1 JOINT AND SEVERAL LIABILITY

If the Borrower consists of more than one legal or natural person, each of them
shall be jointly and severally liable to HBU for any and all present or future
indebtedness of any or all of them to HBU on any basis whatsoever (including
indebtedness arising from derivative transactions), whether or not arising in
the ordinary course of banking business.

4.2 WAIVER OF DEFENCES AND RIGHTS

The Borrower waives as against HBU all defences and rights accruing to debtors
with joint and several liability or to sureties (borg).

4.3 RECOURSE RIGHTS AND SUBROGATED RIGHTS

Each Borrower undertakes to pledge his rights of recourse against any of the
other parties referred to as Borrower and agrees that, if he is subrogated to
the rights of HBU against any of the other parties referred to as Borrower, HBU
reserves a right of pledge on the subrogated rights. Both pledges shall secure
any and all present or future indebtedness of the Borrower to HBU on any basis
whatsoever (including indebtedness arising from derivative transactions),
whether or not arising in the ordinary course of banking business.

To the extent that a Borrower's rights of recourse or subrogated rights against
any of the other parties referred to as Borrower are not subject to a right of
pledge as described above, such rights shall be subordinated to all present or
future rights of HBU against any of the other parties referred to as Borrower.
For that situation, each Borrower waives his right to subrogation in respect of
any security attached to the rights of HBU against any of the other parties
referred to as Borrower.

Subject to the condition preeedent that a Borrower is being sold to a third
party in connection with a restructuring (ontvlechting), each Borrower waives
his rights of recourse or subrogated rights against that Borrower.

4.4 COMMUNICATIONS

Unless otherwise stated, communications made by HBU to the Borrower first named
in the Credit Agreement shall be deemed to have been made to all parties that
are jointly and severally liable under that agreement.

5 NEGATIVE PLEDGE

As long as the Borrower owes HBU any sum whatsoever (including indebtedness
arising from derivative transactions), or may in any manner become indebted to
HBU as a result of present or future obligations, the Borrower shall not
transfer, or promise to transfer, title to all or any of his assets - except
transfers in the ordinary course of business - or charge or encumber, or promise
to charge or encumber, all or any of his assets in favour of a third party
unless he has obtained HBU's prior written consent.

6 PROHIBITION AGAINST TRANSFER OR PLEDGE

Credit balances on accounts held at HBU may not be transferred or pledged other
than to HBU.

7 POSITIVE PLEDGE

Without prejudice to the provisions of Article 20 of the General Banking
Conditions, the Borrower undertakes to ensure, at HBU's first request, that
security or additional security is provided, in the form and amount desired by
HBU, for the performance of any and all present or future obligations of the
Borrower to HBU on any basis whatsoever (including indebtedness arising from
derivative transactions), whether or not arising in the ordinary course of
banking business.

8 INSURANCE

The Borrower shall at all times maintain sufficient and adequate insurance
against general and specific business risks pertaining to his line of business
and his particular business.

9 RESTRUCTURING CLAUSE (COMPANIES ONLY)

The Borrower shall notify HBU in a timely manner of any intended changes in the
Borrower's corporate structure or in

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that of his subsidiaries or group companies, if any, including changes in the
identity of the shareholder(s) of the Borrower or any subsidiaries or group
companies.

10 COSTS AND EXPENSES

All costs and expenses incurred by HBU in connection with the performance of the
Credit Agreement, including any taxes payable by HBU (other than on net profit),
as well as any reasonable costs and expenses incurred by HBU in connection with
the Borrower's failure to comply with or fulfil any obligation under the Credit
Agreement at the time and in the manner required, including collection charges,
fees of legal advisers and other experts and the costs of proceedings,
irrespective of to whom owed, shall be for the account of the Borrower and shall
be paid by the Borrower on HBU's first demand.

Provided more than three months have elapsed since the signing of the Credit
Agreement, HBU shall have the right to refix an agreed interest rate if the cost
to HBU of making available, or continuing to make available, the Credit has
increased and this increase results directly or indirectly from
credit-restricting measures (kredietbeperkende maatregelen), solvency guidelines
or other rules or provisions increasing costs (including lines of conduct the
observance of which has been requested) of the Dutch Central Bank (De
Nederlandsche Bank), the European Central Bank or any other authority, monetary
or otherwise.

11 CALCULATION OF INTEREST

Interest shall be calculated on the basis of a 360-day year (or, depending on
the market practice with respect to the relevant currency, 365 days) and the
actual number of days in any month.

12 FURNISHING OF INFORMATION

12.1 ANNUAL ACCOUNTS

The Borrower shall send HBU his balance sheet, profit and loss account and notes
thereto for the past financial year immediately after they have been drawn up
but in any event not later than six months after the end of the relevant
financial year.

12.2 OTHER INFORMATION

The Borrower shall allow HBU to inspect his books and records on HBU's first
demand, and shall provide HBU, both on its first demand and unsolicited, with
any information about his financial position and business developments that
could have a material effect thereon.

13 GENERAL BANKING CONDITIONS

All relations between the Borrower and HBU shall also be governed by the General
Banking Conditions (Algemene Voorwaarden HBU Bank N.V.) (the 'General Banking
Conditions'). In the event of a conflict between the provisions of these HBU
General Credit Provisions and the General Banking Conditions, the relevant
provisions of these HBU General Credit Provisions shall prevail. These HBU
General Credit Provisions shall remain applicable until all legal relations to
which they apply have been fully settled.

14 ENGLISH LEGAL TERMINOLOGY

The words used in these HBU General Credit Provisions to describe legal
concepts, although in English, refer to Dutch legal concepts only and the
consequences of the use of these words in English law or any other foreign law
shall be disregarded.

Any Dutch legal concept referred to in these HBU General Credit Provisions
shall, in respect of any jurisdiction other than the Netherlands, be deemed to
include such concepts as in that jurisdiction most closely approximate the Dutch
legal concept.

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II General Provisions governing Overdraft and Contingent Liability Facilities

1 USE

1.1 OVERDRAFT FACILITY

An overdraft facility may be used;

- to withdraw funds on current account;

- to enter into non-cash contingent liabilities with a
maximum term of one year, unless agreed otherwise, such as those arising from
the issuance of guarantees, the issuance of letters of credit and the
discounting of bills; and

- in any other manner stated in the Credit Agreement.

1.2 CONTINGENT LIABILITY FACILITY

A contingent liability facility may be used to enter into non-cash contingent
liabilities, such as those arising from the issuance of guarantees, the issuance
of letters of credit and the discounting of bills.

2 BALANCE NETTING

HBU will apply balance netting to the current accounts held by the Borrower at
HBU, subject to the following provisions:

a Balance netting shall be effected in the manner set out below under b, in
respect of all current accounts (including any deposits that are
administratively linked to a current account) held at HBU in the Netherlands at
any given time in the name of the Borrower and which the Borrower is entitled to
freely operate, whether denominated in euro or in a foreign currency, to the
extent that the application of balance netting to an account is not precluded by
a request of the Borrower, a designation by HBU or, in the opinion of HBU, the
nature of the account or the relevant currency.

b The result of balance netting shall be equal to:

- the aggregate of the credit balances on the current accounts referred to in a,
increased by the amount of any deposits that are administratively linked
thereto, less:

- the aggregate of the debit balances on the current accounts referred to in a
above irrespective of the size of the balances to be taken into account.

c The result of balance netting shall be used solely for the purpose of
determining the unused portion of the overdraft facility.

3 CONTINGENT LIABILITIES/UNUSED AMOUNT

3.1 OVERDRAFT FACILITY

a For the purpose of the calculation by HBU of the unused portion of the
overdraft facility at any given time, the amount of the overdraft facility shall
be:

- either reduced by the then existing negative balance resulting from balance
netting or increased by the then existing positive balance resulting from
balance netting, as set out above under 2.b; and

- reduced by the non-cash contingent liabilities as set out above under 1.1,
unless these obligations can be charged to a contingent liability facility
granted to the Borrower; and

- reduced by obligations arising from the use of the overdraft facility in any
other manner as set out above under 1.1.

b If the debit balance on a current account is, in the opinion of HBU,
unacceptably high, the Borrower shall reduce that debit balance to a level
acceptable to HBU at HBU's first request.

c HBU may at any time reject, in whole or in part, dispositions requested by the
Borrower if, after the disposition, the debit balance on the relevant current
account will, in the opinion of HBU, be unacceptably high.

3.2 CONTINGENT LIABILITY FACILITY

The unused portion of the contingent liability facility shall be determined by
reducing the amount of the facility by the aggregate, at any given time, of the
Borrower's non-cash contingent liabilities to HBU arising from the use of the
contingent liability facility.

4 INTEREST AND FEES

4.1 CALCULATION OF DEBIT INTEREST

In calculating interest on debit balances in euro up to the agreed amount of the
overdraft facility, HBU shall apply the HBU Euro Base Rate (HBU Euro
Basisrente). Until further notice, the HBU Euro Base Rate shall consist of the
leading refi rate (the rate of the main refinancing operation
(Basisherfinancieringsrente)) as determined from time to time by the European
Central Bank ('ECB'), plus a debit interest surcharge. With respect to the HBU
Euro Base Rate, HBU shall apply the minimum base rate stated in the Credit
Agreement. The HBU Euro Base Rate shall be increased by the individual margin
stated in the Credit Agreement. If the ECB changes the rate of the main
refinancing operation, or HBU changes the debit interest surcharge or alters the
composition or method of calculation of the HBU Euro Base Rate, the debit
interest rate shall be adjusted accordingly. HBU shall announce changes in the
debit interest surcharge as well as any alterations in the composition or method
of calculation of the HBU Euro Base Rate in at least three national daily
newspapers in the Netherlands. Interest on debit balances in a currency other
than the euro shall be payable at a rate to be determined by HBU.

HBU may at any time change the individual margin stated in the Credit Agreement.

4.2 INTEREST ON OVERDRAFTS EXCEEDING THE AGREED LIMIT

Subject to the provisions contained in 3.1 above, the Borrower shall pay HBU
compensation, in an amount to be determined by HBU, in respect of the amount by
which the Borrower's debit balance exceeds the agreed amount of the overdraft
facility. The Borrower shall nevertheless remain obliged to reduce the debit
balance to the agreed amount of the overdraft facility.

4.3 PAYMENT OF DEBIT INTEREST AND FEES

Debit interest and fees payable by the Borrower shall be charged to the
Borrower's current account as follows:

- debit interest once every quarter;

- fees at the times to be specified by HBU.

If the Borrower holds more than one current account at HBU, HBU shall have the
right to charge debit interest and fees to any of those accounts.

5 CANCELLATION/REDUCTION OF CREDIT AMOUNT

Both the Borrower and HBU may at any time cancel an overdraft facility or a
contingent liability facility or reduce the credit amount.

In the event of cancellation, all amounts owing by the Borrower under the
overdraft facility shall be immediately due and payable, without any demand or
notice of default being required.

In the event of cancellation, the Borrower shall also, at HBU's first demand,
cause all latent obligations under non-cash contingent liabilities to terminate
or provide adequate cash collateral for these obligations.

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If the credit amount is reduced, the above provisions shall apply mutatis
mutandis to the amount by which the sum of the debit balance and the obligations
under non-cash contingent liabilities exceeds the reduced credit amount.

After cancellation, no new withdrawals may be made and no further non-cash
contingent liabilities may be entered into.

III General Provisions governing Loans

1 AVAILABILITY

1.1 In addition to that stated in 2 of the Common Provisions, the following
shall apply:

1 HBU shall not be obliged to make the loan amount available upon the occurrence
of any of the events set out in 5.1 below; and

2 If the loan has not been drawn, or fully drawn, by the agreed final drawing
date, HBU may, in its discretion and without any further instructions from the
Borrower being required, make the undrawn amount of the loan available to the
Borrower on that date.

1.2 HBU shall make the loan amount available by crediting it to a current
account which, according to HBU's records, is held in the Borrower's name.

2 REFIXING OF INTEREST RATES

2.1 FIXED-INTEREST LOANS

If a fixed interest rate has been agreed, HBU shall, not later than two weeks
prior to an agreed interest refixing date, notify the Borrower in writing of the
proposed - fixed or floating - interest rate for the next interest period,
subject to the provisions contained in 2.3 below. Agreement on the interest rate
must be reached no later than one week prior to the interest refixing date. If
the Borrower fails to respond to the above notice from HBU at least one week
prior to the interest refixing date, the Borrower shall be deemed to have opted
for the interest rate applicable to the shortest interest period referred to in
the notice. If HBU fails to give the above notice in a timely manner, it shall
nevertheless be free to do so at a later date. In that event, HBU shall offer
the Borrower the lower of the interest rate it would have offered on the basis
of its then prevailing rates had the notice been given in time or the rate it is
able to offer based on its prevailing rates at the time of the later notice.
Agreement on the interest rate must be reached within two weeks after the
Borrower has received such notice from HBU.

2.2 FLOATING INTEREST RATE LOAN

HBU may change the floating interest rate at any time. If HBU elects to do so,
it shall notify the Borrower in writing of the change at least eleven days prior
to the day on which it is to take effect.

If the Borrower does not agree to the new interest rate, he shall inform HBU
thereof in writing at least one week prior to the interest refixing date. If the
Borrower fails to respond to the written notice from HBU by that date, the
Borrower shall be deemed to have agreed to the new rate.

If the Borrower so requests at least two weeks prior to the first day of the
next calendar quarter or on a day the interest rate is changed, HBU shall, on
the first day of the next calendar quarter, convert such floating rate loan into
a fixed rate loan at HBU's then prevailing interest rate.

2.3 LOAN IN FOREIGN CURRENCY

If a loan is not denominated in euro, the Borrower shall contact HBU by
telephone before 10.00 a.m. (Amsterdam time) two business days prior to the
agreed interest refixing date. Business day shall mean a day on which banking
institutions in the Netherlands and the country where the currency in which the
loan is denominated is the national unit are open for business.

<PAGE>

During or immediately after such telephone call, HBU shall inform the Borrower
of the interest rate it proposes for the next interest period. If HBU and the
Borrower then reach agreement, HBU shall confirm the interest rate to the
Borrower in writing.

If the Borrower fails to contact HBU before the time indicated above, HBU shall
have the right to refix the interest rate on the basis of a one-year interest
period.

2.4 NO AGREEMENT/ASSENT ON INTEREST RATE

If HBU and the Borrower fail, or are deemed to have failed, to reach agreement
on the fixed interest rate that will apply from the interest refixing date and
the period for which it will apply, or if the Borrower does not agree to the
floating rate that will apply from the interest refixing date, the entire amount
outstanding under the relevant loan shall become due and payable by the Borrower
to HBU on such interest refixing date. The Borrower shall not be liable to pay
compensation for losses and foregone profits (geleden verlies en gederfde winst)
resulting from such early repayment, as referred to in 4.1 or 4.2.

3 INTEREST DUE DATES

If a fixed interest rate is in effect, the interest shall be paid by the
Borrower to HBU on the dates stated in the Credit Agreement. If a floating
interest rate is in effect, the interest shall be paid by the Borrower to HBU on
the first day of each calendar quarter.

4 EARLY REPAYMENT

4.1 If a fixed interest rate is in effect and the loan is denominated in euro,
the Borrower shall be entitled to make early repayments without becoming liable
to pay HBU compensation for losses and foregone profits (geleden verlies en
gederfde winst) provided the following conditions are met:

a the Borrower has given HBU at least one month's prior notice by registered
letter, indicating the amount and date of the intended early repayment; and

b the early repayment coincides with a contractual repayment date or an agreed
interest due date; and

c the prepaid amount is at least EUR 1,000, subject to a maximum in any one
calendar year of 5% of the original principal amount of the loan; and

d the Borrower proves to HBU's satisfaction that the repayment will be made from
the Borrower's own resources.

If the Borrower fails to meet one or more of the above conditions or if the loan
is denominated in a foreign currency, the Borrower shall owe HBU compensation
for the latter's losses and foregone profits (geleden verlies en gederfde winst)
in relation to any part of the early payment made in a manner other than as
agreed or in excess of the maximum agreed, to be paid together with such early
repayment.

This compensation shall be fixed by HBU at the difference between:

a the aggregate of the present values of the interest payments which, pursuant
to the Credit Agreement, HBU would have received in respect of the amount
prepaid in a manner other than as agreed or in excess of the maximum agreed
during the period from the date of prepayment until the final repayment date or
the next interest refixing date (whichever is earlier) had such prepayment not
been made; and

b the aggregate of the present values of the interest payments which HBU would
be able to receive on interbank loans for a principal amount comparable to the
amount prepaid in a manner other than as agreed or in excess of the maximum
agreed and for a period comparable to the period described above in a, but in
any event not less than 1% of the amount prepaid in a manner other than as
agreed or in excess of the maximum agreed. The present value of the interest
payments shall be calculated at the interbank rate applicable on the date of the
prepayment. HBU shall notify the Borrower of the amount of the compensation.

4.2 If a floating interest rate is in effect, the Borrower shall be entitled to
make early repayments without becoming liable to pay HBU compensation for losses
and foregone profits (geleden verlies en gederfde winst) provided the following
conditions are met:

a the Borrower has given HBU at least one month's prior notice by registered
letter, indicating the amount and date of the intended early repayment; and

b the early repayment coincides with an agreed interest due date; and

c the prepaid amount is at least EUR 1,000.

If the Borrower fails to meet one of more of the above conditions, the Borrower
shall be liable to pay HBU compensation for the latter's losses and foregone
profits (geleden verlies en gederfde winst) in relation to any part of the early
payment made in a manner other than as agreed, to be paid together with such
early repayment. The amount of compensation shall be determined by HBU in the
manner described above under 4.1, on the understanding that the minimum
compensation provided for therein shall not apply.

4.3 Upon giving notice of an intended early repayment, the Borrower shall be
obliged to make such early repayment.

4.4 Early repayments shall be applied in reduction of the contractual repayments
in reverse order of their due dates.

4.5 If the loan is repaid on an annuity basis, HBU shall refix the remaining
term of the loan so that, as far as possible, the amount of the original
instalments remains unchanged.

5 EVENTS OF DEFAULT

5.1 HBU may declare the outstanding principal amount of the loan, together with
accrued interest and any other amount payable by the Borrower under the Credit
Agreement, immediately due and payable to HBU, in full and without any demand or
default notice being required:

a if the Borrower fails to comply with or fulfil, at the time and in the manner
required, any obligation towards HBU, whether arising under the Credit Agreement
or otherwise;

b if the Borrower fails to comply with or fulfil, at the time and in the manner
required, any obligation under any other loan or financing arrangement with or
any guarantee given to a third party;

c if the Borrower decides to cease practising his profession or carrying on his
business, to discontinue, sell, let or transfer title to the whole or part of
his business or practice, or is suspended, removed or dismissed from his
profession, office or function; if a licence, permit or registration which the
Borrower requires in order to practise his profession or to carry

<PAGE>

on his business expires or is refused or withdrawn; if the nature of the
Borrower's profession or business is, in the opinion of HBU, changed in a
material way; if the Borrower decides to transfer abroad the practice of his
profession or the running of his business; if the Borrower violates any laws or
regulations, environmental or otherwise, relating to his profession or business;
if the Borrower ceases to pursue the corporate objects set out in the Borrower's
articles of association or ceases to have legal personality;

d if a partnership agreement (maatschaps- of vennootschapscontract) to which the
Borrower is a party is terminated; if one or more partners join or leave the
partnership; if the partnership is dissolved (ontbinding) or wound up
(liquidatie); or if there is a decision or an obvious intention to dissolve or
wind up;

e if the Borrower dies, is placed under guardianship (curatele) or otherwise
loses his legal capacity; if he takes up residence abroad, or changes the terms
of his marriage settlement; if any matrimonial property regime to which the
Borrower is subject is dissolved (ontbinding); if the Borrower's assets are
wholly or partly placed under administration (bewind);

f if the Borrower or one of his partners applies for a suspension of payments
(surseance van betaling); files a bankruptcy or winding-up petition
(faillissement); is adjudicated bankrupt or wound-up; proposes an extrajudicial
arrangement or composition (akkoord) with his creditors; while insolvent,
transfers any of his assets to his creditors (boedelafstand); or requests a debt
restructuring arrangement (schuldsaneringsregeling);

g if all or, in the opinion of HBU, a significant part of the Borrower's assets
are taken in execution (executorial beslag) or attached by way of security
(conservatoir beslag) and such attachment is not lifted or discharged within 30
days after having been effected; if all or, in the opinion of HBU, a significant
part of the Borrower's assets are expropriated, confiscated, lost or damaged;

h if the Borrower's corporate structure is, in the opinion of HBU, changed
significantly, by a merger (fusie), demerger (splitsing), winding up
(liquidalie), conversion, takeover or otherwise; if, in the opinion of HBU, a
significant change has taken place in the control of the Borrower's business or
practice; if there is an intention to make any of the above changes; or if the
Borrower's articles of association or internal rules or regulations are, in the
opinion of HBU, amended to a significant extent;

i if the Borrower, without HBU's prior written consent, releases his
shareholders from an obligation to pay up partly paid-up shares, purchases his
own shares, makes a repayment on shares, makes a distribution from his reserves
or decides or has the obvious intention to do any of the above;

j if an event of a political, military, economic or financial nature occurs, or
if the Borrower's financial position substantially deteriorates, or if it
foreseeable that such an event or deterioration could occur, such that, in the
opinion of HBU, the ability of the Borrower to fulfil his obligations towards
HBU at the time and in the manner required could be prejudiced;

k if any event referred to in b up to and including j occurs in respect of a
surety (borg), a guarantor (garant), jointly and severally liable debtor or a
third party that has provided HBU with any other type of security for the loan;
if the surety (borg) or guarantor (garant) cancels or withdraws a suretyship
(borgtocht) or guarantee issued by him to HBU for the Borrower; if a third party
that has provided or has promised to provide HBU with security for the loan
defaults in the performance of any obligation in respect of the security
provided or promised;

l if any event referred to in b up to and including j occurs in respect of one
or more enterprises or companies that are included in the Borrower's
consolidated balance sheet, or in respect of one or more enterprises or
companies that have a controlling interest in the Borrower, or if any such
enterprise or company defaults in the performance of any obligation towards HBU
in connection with credit and/or guarantee facilities granted by HBU;

m (in the case of a mortgage on registered property other than as referred to in
n below) in the event of attachment or execution (beslaglegging), designation
for expropriation (aanwijzing tot onteigening), declaration of unfitness for
occupation, listing as a monument, inclusion in land consolidation (opneming in
ruilverkaveling), demolition, extinction of or damage to the mortgaged property
or any part thereof; in the event of complete or partial extinction, termination
or lapse of the leasehold (erfpachtsrecht), the building right (opstalrecht) or
a right to use an apartment (gebruiksrecht van het appartement); in the event of
alteration of the conditions governing a leasehold or a building right,
termination of the sub-division (splitsing) or amendment of the deed or
regulations of sub-division, non-performance or violation of any obligation
under the conditions governing the leasehold or building right by the
leaseholder or the holder of a building right, and in the event of
non-performance or violation of any statutory provisions with respect to the
right to use an apartment or any provision contained in the agreement for
sub-division or the regulations by the owner or occupier of an apartment;

n (in the case of a mortgage on a ship) if the whole or any part of a mortgaged
ship is attached or executed upon, is classified in a lower category, loses its
national registration or changes the same, or is requisitioned, abandoned,
missing (tijdingloosheid), laid up (oplegging), broken up (sloping), wrecked or
damaged;

o if all or any of the assets provided to HBU as security for the loan other
than those referred to in m. and n. are lost, destroyed, damaged or
extinguished, or if they expire, for any reason whatsoever;

p if the Borrower has given HBU incorrect information or has withheld
information that is material to HBU in connection with the Credit Agreement;

q if the loan is not used for the purpose for which it was granted, or if, in
the opinion of HBU, it is clear that the purpose for which the loan was granted
has not been achieved or will not be achieved, either wholly or to a significant
extent;

r if any law or its interpretation is changed or governmental action is taken,
as a result of which the Credit Agreement and/or the security provided and/or
the value thereof is or may be affected, and the Borrower and HBU have not,
within a reasonable period to be determined by HBU, reached a written agreement
amending the relevant provisions and/or adjusting the security in such a way
that, in the opinion of HBU, the position of HBU is not adversely affected;

5.2 The Borrower shall notify HBU immediately of the occurrence of one or more
of the events set out in 5.1b up to and including o.

5.3 If HBU declares the outstanding indebtedness immediately due and payable in
accordance with the above, the Borrower

<PAGE>

shall pay HBU an immediately due and payable lump sum amount as compensation for
losses and foregone profits (geleden verlies en gederfde winst). This
compensation shall be due in respect of the full amount payable and be
determined in accordance with the method and principles set out in 4.1 or 4.2
above. Such compensation shall not be payable if the indebtedness becomes
immediately due and payable as a result of the Borrower's death.

6 DEFAULT INTEREST

6.1 If HBU does not receive any sum due to it under the Credit Agreement on the
agreed due date, the Borrower shall be liable to pay HBU default interest, due
and payable daily, on the overdue amount as from the due date, without prejudice
to HBU's other rights. If no specific due date has been stipulated in the Credit
Agreement or these HBU General Credit Provisions in relation to a particular
amount, this amount shall, for the purpose of the above provisions, be due on
the day stipulated by HBU for payment.

6.2 The rate applicable to default interest shall be three percentage points
above the contractual interest rate per annum then applicable to the loan.
Default interest shall be calculated on a monthly basis, part of a month being
counted as a full month. With respect to a late repayment of principal, the
default interest rate shall, as from the due date of that repayment, replace the
contractual interest rate then applicable to the loan.

7 PAYMENT

7.1 The Borrower shall make all payments to HBU without any cost to HBU and
without any deduction or set-off. Payments shall be made on the due dates at the
HBU branch where the loan is administered, unless HBU has notified the Borrower
of another address for payment.

7.2 HBU shall be entitled, but not obliged, to debit all amounts payable by the
Borrower to HBU under the loan from the Borrower's current account at HBU on the
agreed due dates, without prejudice to the Borrower's obligation to ensure that
the balance of that account on the due date is such that this debit does not
exceed the amount available for payments and withdrawals from that account.

7.3 Payments shall be applied as follows: (i) any costs and expenses; (ii) any
compensation for losses and foregone profits (geleden verlies en gederfde winst)
and default interest (iii) fees (provisies) and interest, and finally (iv)
principal.

<PAGE>

[HBU LOGO]

HOLLANDSCHE             GENERAL BANKING CONDITIONS
BANK-UNIE N.V.


                        Translation* of the original Dutch text

                        Hollandsche Bank-Unie N.V. Established in Amsterdam,
                        Register of Commerce Amsterdam, nr. 33259495

<PAGE>

* This translation is furnished for the Customer's convenience only. The
original Dutch text, which will be sent upon request, will be binding and shall
prevail in case of any variance between the Dutch text and the English
translation.

These General Conditions were drawn up in September 1995 in consultation between
the Netherlands Bankers' Association and the consumers' organisation
'Consumentenbond' within the framework of the Committee for Consumer Affairs of
the Socio-Economic Council (SER). These consultations resulted in agreement on
all articles with the exception of the provisions on liability laid down in
articles 3, 10 and 31 of these General Conditions.

Consumentenbond appreciates the consequences which the assumption of
far-reaching liability may have for the banking business, but in view of its own
responsibilities it cannot agree to the limitations on liability embodied in
these articles.

The banks appreciate this position but they point out that it is impossible for
them to accept general liability: this would entail unpredictable risks for the
banks, which they cannot and may not allow themselves to assume for a variety of
reasons including the interests of their customers.

In consultation with Consumentenbond, however, both parties have emphasized that
the duty of care laid down in article 2 of the Conditions shall always be the
first consideration and that any clauses restricting liability shall not detract
from this duty.

ARTICLE 1: SCOPE

All relations, including future ones, between the Bank's branch-offices in the
Netherlands and the Customer shall be subject to these General Conditions.

The provisions of these General Conditions shall apply to the extent that it is
not otherwise provided in any special conditions applying to specific services
provided by the Bank.

ARTICLE 2: DUTY OF CARE OF THE BANK

The Bank shall exercise due care when providing services. In its provision of
services the Bank shall take the Customer's interests into account to the best
of its ability, on the understanding that the Bank is not obliged to make use of
non-public information known to the Bank, including information which may affect
prices.

ARTICLE 3: USE OF THE SERVICES OF THIRD PARTIES

The Bank shall be entitled to use the services of third parties in executing
orders of the Customer and in performing other agreements with the Customer and
also to place goods and/or documents of title of the Customer in the custody of
third parties in the name of the Bank.

The Bank shall exercise due care in selecting such third parties. The Bank shall
not be liable for shortcomings of such third parties, if it can prove that it
exercised due care in selecting

<PAGE>

them. If in such case the Customer has suffered damage, the Bank shall in any
case assist the Customer as much as possible in remedying such damage. This
shall leave intact any liability of the Bank under Article 10.

ARTICLE 4: THE BANK OR THIRD PARTIES AS THE OTHER PARTY

In executing orders for the purchase and sale of goods and/or documents of
title, the Bank shall be entitled, at its option, to deal either with itself or
with third parties as the other party.

ARTICLE 5: RISK OF DISPATCHES

If the Bank, by order of the Customer, dispatches moneys or securities to the
Customer or to third parties, such dispatch shall be at the Bank's risk.

If the Bank, by order of the Customer, dispatches other goods and/or documents
of title to the Customer or to third parties, such dispatch shall be at the
Customer's risk.

ARTICLE 6: STATEMENT OF ADDRESS BY THE CUSTOMER

The Customer shall inform the Bank of the address to which documents intended
for him are to be sent. The Customer shall give written notice of any change of
address.

ARTICLE 7: ORDERS ETC. INTENDED FOR SEVERAL BRANCH-OFFICES

Orders, statements and communications from the Customer to the Bank must be
addressed separately to each of the branch-offices of the Bank for which these
orders, statements and communications are intended, unless the Bank has
expressly designated another address. If written orders, statements and
communications are intended for a branch-office of the Bank-expressly stated by
the Customer - other than the branch-office that received these documents, the
latter branch-office shall forward such documents.

ARTICLE 8: CHANGES IN THE POWER OF REPRESENTATION OF THE CUSTOMER

If the Customer has granted powers of representation to a person, the Customer
shall notify the Bank in writing of any change in or withdrawal of such powers
notwithstanding their entry in public registers, in default of which
notification such change or withdrawal cannot be invoked against the Bank.

ARTICLE 9: USE OF FORMS

The Customer must see to it that orders, statements and communications to the
Bank are clear and that they contain the correct data. Orders for transfers
shall be executed by the Bank on the basis of the account number stated by the
Customer and the Bank is not obliged to verify the accuracy of the information
stated in the order.

Forms must be fully completed by the Customer. Other data carriers or means of
communication approved by the Bank must be used by the Customer in accordance
with the directions of the Bank.

<PAGE>

The Bank shall be entitled not to execute orders if such orders have been given
without the use of forms drawn up or approved by the Bank or of other data
carriers or means of communications approved by the Bank. The Bank may require
communications to be made in a specific form.

ARTICLE 10: EXECUTION OF PAYMENT ORDERS

The Bank guarantees the proper execution within a reasonable time of correctly
given orders for the transfer of amounts in Euro, provided that such orders can
be processed entirely within the giro-circuit in the Netherlands of the banks
associated with the 'Bankgirocentrale' (Bank Giro Centre).

Any shortcomings in the execution of such payment orders will make the Bank
liable to indemnify the Customer for the damage suffered as a result up to a
maximum of EUR 225,-per payment order, without prejudice to the provisions of
the second paragraph of article 31 and without prejudice to the Bank's
obligation - unless otherwise agreed - to see to it that these payment orders
will as yet be executed correctly and without further costs. The Bank shall not
invoke the aforesaid maximum of EUR 225,- if in an individual case it would not
be reasonable and fair to do so.

If, in case of correctly given payment orders which cannot be processed entirely
within the said giro-circuit, the payee's account as specified by the Customer
should fail to be credited, the Bank shall upon the Customer's request and free
of charge make inquiries and try to achieve that the credit entry will be made
yet. Within four weeks of receipt by the Bank of such request, the Bank shall
furnish the Customer with a written statement concerning the results of the
inquiries, stating the relevant data.

If the Customer wishes payment orders as referred to in the first paragraph of
this article to be executed by or on a specific date, such execution must be
expressly agreed upon with the Bank.

The above provisions do not prejudice the Bauk's authority not to execute
payment orders if the balance of the account does not allow such execution or if
such execution is barred by an attachment of the Customer's account or by other
comparable circumstances.

ARTICLE 11: EVIDENTIAL FORCE OF THE BANK'S RECORDS

An abstract from the Bank's records signed by the Bank shall serve as prima
facie evidence vis-a-vis the Customer, subject to rebuttal evidence produced by
the Customer.

ARTICLE 12: EXAMINATION OF BANK DOCUMENTS

If the Bank finds that it has made an error or a mistake in any confirmation,
statement of account, note or other statement to the Customer, the Bank shall be
bound to notify the Customer as soon as possible.

<PAGE>

The Customer is obliged to examine the confirmations, statements of account,
notes or other statements sent to him by the Bank immediately upon receipt. In
addition, the Customer must check whether orders given by him or on his behalf
have been executed correctly and completely by the Bank. When finding any
inaccuracy or incompleteness, the Customer shall notify the Bank as soon as
possible.

In the above cases the Bank shall be obliged to rectify its mistakes and errors.

ARTICLE 13: APPROVAL OF BANK DOCUMENTS

If the Customer has not contested the contents of confirmations, statements of
accounts, notes or other statements of the Bank to the Customer within twelve
months after such documents can reasonably be deemed to have reached the
Customer, the contents of such documents shall be deemed to have been approved
by the Customer. If such documents contain any arithmetical errors, the Bank may
and shall rectify such errors, even after the expiry of the said twelve months'
period.

ARTICLE 14: LOSS ETC. OF FORMS

The forms, data carriers and means of communication which the Bank has put at
the disposal of the Customer, must be kept and handled by the Customer with
care.

If the Customer becomes aware of any irregularity such as loss, theft or misuse
with respect to these forms, data carriers or means of communication, he shall
inform the Bank without delay. Up to the moment this information is received by
the Bank, the consequences of the use of these forms, data carriers or means of
communication shall be for the account and at the risk of the Customer, unless
the Customer proves that blame can be imputed to the Bank. After the said moment
such consequences shall be for the account and at the risk of the Bank, unless
the Bank proves that intent or gross negligence can be imputed to the Customer.

Any communication concerning irregularities must be confirmed by the Customer to
the Bank in writing.

If notice of termination of the relationship between the Customer and the Bank
has been given, the Customer shall return to the Bank any unused forms as well
as other data carriers and means of communication put at his disposal by the
Bank.

ARTICLE 15: CREDITING AND DEBITING OF INTEREST

At such times as will be determined by the Bank but at least once a year, the
Bank shall credit or debit, as the case may be, the current interest to the
account of the Customer. If the time at which the current interest is credited
to the said account does not coincide with the time at which the current
interest is

<PAGE>

debited to such account, the Bank shall inform the Customer in writing.

ARTICLE 16: COMMISSIONS AND FEES

The Bank is authorized to charge commissions and fees to the Customer for its
services. If the amount of these commissions and fees has not been previously
agreed upon between the Customer and the Bank, the Bank shall charge its usual
commissions and fees. The Bank shall see to it that information about this is in
any case available at its branch-offices.

ARTICLE 17: CREDIT ENTRIES UNDER RESERVE

Each credit entry is made subject to the proviso that, if the Bank is still to
receive the counter-value for such entry, such counter-value will timely and
duly come into its possession. Failing this, the Bank shall be entitled to
reverse the credit entry. If the Customer's Euro account has been credited on
account of documents denominated in a foreign currency or on account of other
items which, as far as the Euro-equivalent is concerned, are subject to
fluctuations in value, the reversal shall be effected by making a debit entry up
to the amount for which the Customer could have acquired such foreign currency
or such items on the day of the reversal.

ARTICLE 18: LIEN

The Bank shall have a lien on all goods, documents of title and securities which
are in the possession or will come into the possession of the Bank or of a third
party on the Bank's behalf from or for the benefit of the Customer on any
account whatsoever and on all shares forming part of a collective deposit within
the meaning of the Securities Giro Administration and Transfer Act ('Wet giraal
effectenverkeer') which are in the possession or will come into the possession
of the Bank, as security for all and any present and future debts owing by the
Customer to the Bank on any account whatsoever. In its capacity as the
Customer's attorney the Bank is authorized to pledge all present and future
debts owing by the Bank to the Customer on any account whatsoever to the Bank
itself as security for all and any present or future debts receivable by the
Bank from the Customer on any account whatsoever.

If the Customer wishes to dispose of part of the collateral, the Bank shall
release such part of the collateral provided that the balance of the collateral
remaining after such release offers sufficient coverage for all current or
future debts receivable by the Bank from the Customer.

The Bank shall not be entitled to sell the collateral unless the Customer's debt
to the Bank has become due and payable. In addition, the Bank shall not sell the
collateral until the Customer is in default. The Bank's right to sell the
collateral is limited to the extent of Customer's debt.

<PAGE>

After the Bank has exercised its right to sell collateral, it shall give the
Customer written notice thereof as soon as possible.

ARTICLE 19: RIGHT OF SET-OFF

The Bank shall at all times be entitled to set off all and any debts receivable
by the Bank from the Customer, whether or not due and payable and whether or not
contingent, against any debts owed by the Bank to the Customer, whether due and
payable or not, regardless of the currency in which such debts are denominated.

If, however, the Customer's debt to the Bank or the Bank's debt to the Customer
is not yet due and payable - and provided that the Customer's debt and the
Bank's debt are expressed in the same currency - the Bank shall not exercise its
right of set-off except in the event of an attachment being levied upon the
Bank's debt to the Customer or recovery being sought from such debt in any other
way, or in the event that a right in rem is created thereon or the Customer
assigns the Bank's debt to a third party by singular title.

Debts expressed in foreign currency shall be set off at the rate of exchange
pertaining on the day of set-off.

If possible, the Bank shall inform the Customer in advance that it will exercise
its right of set-off.

ARTICLE 20: GIVING SECURITY

Upon demand the Customer shall provide adequate security for the fulfilment of
his existing obligations towards the Bank. If the security that has been given
is no longer adequate, the Customer is bound to supplement or replace such
security upon demand. Any such demand shall be made in writing and shall specify
the reason for it. The extent of the security so demanded must bear a reasonable
proportion to the amount of the relative obligations of the Customer.

ARTICLE 21: IMMEDIATELY DUE FOR PAYMENT

If the Customer has been given notice of default and still fails to perform any
of his obligations towards the Bank, the Bank shall be entitled to make the
Customer's debts to the Bank immediately due and payable by giving notice. Such
notice shall be made in writing and shall specify the reason for the giving
thereof.

ARTICLE 22: CUSTODY OF SECURITIES

The custody of securities which form part of a collective deposit within the
meaning of the Securities Giro Administration and Transfer Act ('Wet Giraal
Effectenverkeer') held by the Bank shall be subject to the provisions of this
Act and to the provision set forth in the next sentence. To the extent these
securities are susceptible of drawings by lot, the Bank shall see to it that
each time a drawing takes place, there shall be allotted to each Customer
individually an amount of securities - designated for

<PAGE>

redemption - corresponding to his entitlement.

The custody of all other securities is assumed by N.V. Effectenbewaarbedrijf van
de Hollandsche Bank-Unie or by Hollandsche Bank-Unie Global Custody N.V. to the
extent that they accept such custody under their own conditions. Such custody
shall be subject to the "Rules for the Custody of Securities" and the "Rules for
the Custody of Bearer Securities or Securities other than Bearer Securities
which are located abroad", respectively.

ARTICLE 23: USE OF THE SERVICES OF THIRD PARTIES FOR THE CUSTODY OF SECURITIES

The securities of the Customer which the Bank has placed in the custody of third
parties pursuant to article 3, shall form part of the aggregate of securities
deposited in the name of the Bank with such third parties in one of the Bank's
general securities deposits. The Bank shall not be bound to cause the serial
numbers of these securities to be recorded separately for each individual
Customer.

ARTICLE 24: ADMINISTRATION OF SECURITIES DEPOSITS

The Bank is charged with the administration of the Customer's securities deposit
to the extent that the securities deposit consists of securities admitted to the
official quotation on the Official Market or the Parallel Market of the
Amsterdam Stock Exchange.

The duties incidental to this administration include inter alia the duty to
collect interests, redemption payments and dividends, to exercise or realize
subscription rights, to obtain new coupon or dividend sheets, to effect
conversions and to lodge securities for the purpose of meetings.

If, pursuant to article 3, the Bank has placed securities of the Customer in the
custody of third parties, such third parties shall be charged with the duties
incidental to the administration of these securities, without prejudice to the
Bank's liability under article 3 and without prejudice to the Bank's obligation
to pass on to the Customer any amounts received by the Bank from such third
parties for the benefit of the Customer on account of interest, redemption
payments, dividend or on any other account.

ARTICLE 25: SECURITIES NOT SUBJECT TO LIEN

The lien referred to in article 18 does not extend to securities deposited with
the Bank exclusively for specific purposes such as the collection of interests,
redemption payments and dividends, obtaining new coupon or dividend sheets,
effecting conversions or attending meetings.

ARTICLE 26: PERIOD OF VALIDITY OF STOCK EXCHANGE ORDERS; REDUCTION OF THE LIMIT

The Bank will keep stock exchange orders on its books for a period of time to be
determined by the Bank.

<PAGE>

As from the day on which securities are quoted ex-dividend or ex-rights of
subscription, any limit set by the Customer for the purchase or sale of such
securities shall be reduced by the arithmetical value of the dividend or the
subscription right, as the case may be, but only if such reduction of the limit
arises from the regulations or customs applying to the securities in question.

ARTICLE 27: DEFECTIVE SECURITIES

The Bank shall be liable for any defects of securities acquired by the Customer
as a result of transactions concluded by the Bank with itself as the other
party, or as the result of transactions in securities admitted to the official
quotation on the official Market or the Parallel Market of the Amsterdam Stock
Exchange.

If pursuant to the above provision the Bank is liable, it shall, at the
Customer's option, either as yet deliver securities of the same kind but without
defects or refund the amount charged together with interest thereon, in both
cases against return of the securities originally acquired by the Customer.

ARTICLE 28: COSTS

The costs of legal assistance incurred by the Bank in court proceedings or in
proceedings before a consumer disputes committee on account of a dispute between
the Customer and the Bank shall be for the account of the Customer or for the
account of the Bank, as the case may be, if and to the extent that the decision
or award of such court or such committee includes an award of costs.

Any costs the Bank has to incur in or out of court if the Bank becomes involved
in legal proceedings or disputes between the Customer and a third party, shall
be for the Customer's account.

Without prejudice to the above provisions all other costs arising for the Bank
from the relationship with the Customer shall be for the Customer's account
within the limits of reasonableness.

ARTICLE 29: LAWS OF THE NETHERLANDS; DISPUTES

The relations between the Customer and the Bank shall be governed by the laws of
the Netherlands.

Disputes between the Customer and the Bank shall be brought before the competent
Netherlands Court, unless the law or international conventions contain a
mandatory provision to the contrary.

Notwithstanding the foregoing, if the Bank is acting as the plaintiff the Bank
shall be entitled to bring disputes before the foreign court having competence
to decide disputes involving the Customer.

<PAGE>

Notwithstanding the foregoing, if the Customer is acting as the plaintiff the
Customer shall be entitled to refer disputes to any Consumer Disputes Committee
or Committee of Good Offices to whose competence the Bank has submitted, within
the limits of the rules governing the Committee in question.

ARTICLE 30: TERMINATION OF THE RELATIONSHIP

Both the Customer and the Bank may terminate the relationship between the
Customer and the Bank. If the relationship is terminated by the Bank it shall,
upon request, inform the Customer of the reason for such termination.

After notice of termination has been given, the existing individual agreements
between the Customer and the Bank shall be settled as soon as possible but
subject to the applicable time periods. During such settlement the present
General Conditions shall remain in full force.

ARTICLE 31; LIABILITY OF THE BANK

Without prejudice to the other provisions of these General Conditions the Bank
shall be liable if any shortcoming in the performance of any obligation
vis-a-vis the Customer is imputable to the Bank or attributable to the Bank by
virtue of the law, any legal act or generally prevailing views.

In any case, insofar as liability is not already excluded by operation of the
law, the Bank shall not be liable if a shortcoming of the Bank is the result of:

-     international conflicts;

-     violent or armed actions;

-     measures taken by any domestic, foreign or international government
      authority;

-     measures taken by any supervisory authority;

-     boycotts;

-     labour disturbances among the staff of third parties or the Bank's own
      staff;

-     power failures or breakdowns in communication links or equipment or
      software of the Bank or of third parties.

Should any circumstance referred to in the preceding paragraph occur, then the
Bank shall take such measures as may reasonably be required from it in order to
reduce the resulting adverse effects for the Customer.

ARTICLE 32: DEVIATION FROM THE GENERAL CONDITIONS

Any deviation from the present General Conditions shall be laid down in writing.
Deviations which have not been laid down in writing may be proved by the parties
by all means of evidence admitted by the law.

ARTICLE 33: AMENDMENT OF AND ADDITIONS TO THE GENERAL CONDITIONS

Amendments of and additions to the present General Conditions shall not take
effect until after representative Dutch consumers' and employers' organizations
have been consulted about such amendments and additions and also about the

<PAGE>

manner in which the Customer will be notified of their contents. Such
notification will in any case have to be made before the expiry of the thirty
days' period referred to below. The amendments and additions adopted after the
said consultations shall be filed at the Registrar's office of the District
Court of Amsterdam. Such filing shall be announced by a publication in at least
three daily newspapers with national circulation. The amendments and additions
which have been filed in this manner shall be binding upon the Bank and the
Customer as of the thirtiest day after the date of the abovementioned
publication.

A copy of these General Conditions has been filed by the Netherlands Bankers'
Association at the Registrar's office of the District Court of Amsterdam on 22
December 1995.

Hollandsche Bank-Unie N.V.

RULES FOR THE CUSTODY OF SECURITIES

1 All securities which are not included in a collective deposit within the
meaning of the Wet giraal effectenverkeer (Securities Giro Administration and
Transfer Act), and which in the Netherlands are in or will come in the
possession of Hollandsche Bank-Unie N.V., hereinafter referred to as "the Bank",
for the purpose of being kept in custody for a Customer, shall be placed by the
Bank on behalf of and in the name of the Customer concerned, in the custody of
N.V. Effectenbewaarbedrijf van de Hollandsche Bank-Unie, hereinafter referred to
as "the Depositary", and be kept in custody for the Customer by the Depositary.

2 Although the Depositary - except in cases where the securities would have been
individualized - holds the legal title to the securities, the Depositary may not
exercise any rights whatsoever attaching to the ownership of the securities,
except such rights of ownership as arise from involuntary loss of possession The
benefits and burdens resulting from or connected with the legal title to or, as
the case may be, the ownership of the securities placed in the Depositary's
custody shall accrue to or, as the case may be, be for the account of the
Customer, so that the Depositary will not incur any economic or commercial risk
in respect of the legal title to the securities.

3 The Depositary shall not entrust the custody to third parties, except when the
securities are placed, in the Depositary's

<PAGE>

name, in the custody of a third party appointed for this purpose by the
Stichting Administratiekantoor VABEF (Administration Office VABEF Foundation)
and provided that such custody is governed by rules as laid down by this
Foundation.

4 The Bank shall remain charged with the duties entailed by the administration
of the securities, including the collection of interests and dividends,
realising subscription rights, obtaining new coupon or dividend sheets,
effecting conversions, lodging securities for the purpose of meetings, as well
as executing orders for the sale of securities. Insofar as such actions require
the surrender to the Bank of the securities concerned or parts thereof, the
Depositary shall be bound to put the said securities or parts thereof at the
Bank's disposal.

5 The Depositary shall at all times be bound to record the serial numbers of the
securities, on the understanding that:

a in respect of premium bonds and other securities with special rights attached
to specific numbers, the Depositary shall at all times record the serial numbers
separately for each individual Customer;

b In respect of securities - other than those referred to under a. - which are
subject to drawings by lot, the Depositary shall, well in advance of the time at
which a drawing is to take place, record the serial numbers or parts of serial
numbers and/or other characteristics which are relevant in case of a drawing,
for each individual Customer separately;

c the Depositary shall be bound to notify the Customer of the serial numbers,
parts of serial numbers and/or characteristics referred to under a. and b. The
Depository shall have the right, however, to individualize securities other than
those referred to under a. and b. by recording the serial numbers for a
specified Customer, and to undo such individualization, whenever it believes
that it is in the interest of the Customer to do so.

6 Insofar as the Depositary has not individualized the securities for Customers,
the Bank, being irrevocably authorized by the Customer, is entitled to pledge to
itself - also on the Customer's behalf - the Customer's rights to delivery of
the securities held in custody by the Depositary, for the purpose of securing
all present or future claims of the Bank on the Customer, whether or not due and
payable or contingent - which pledging also includes the exercise of the right
to delivery - and to inform the Depositary of such pledging. If the Bank should
wish to exercise its rights of pledge, the Depositary - upon the Bank's request
- shall be bound to deliver the securities to the Bank, where necessary after
individualization.

Insofar as the Depositary individualizes securities for Customers, these
securities shall be pledged to the Bank pursuant to the above provision, the
Depositary functioning as a third party pledgee.

7 If securities, of which the serial numbers have not been recorded so as to
identify them as being the property of

<PAGE>

specific Customers, are destroyed or otherwise lost by the Depositary or the
Bank, as the case may be, for reasons for which neither the Depositary nor the
Bank can be held liable, the deficiency in question shall be apportioned by the
Depositary per class of securities among those Customers who, at the moment of
the destruction or loss, had a claim on the Depositary for the delivery of
securities of the relative class of securities, pro rata to the amounts of their
claims at the said moment.

In this case the Depositary and/or the Bank are under no other obligation than
to take measures to cause the securities referred to in the preceding paragraph
to be replaced by duplicates or to take investigation measures with regard to
those securities. If, in such a case, it is impossible or possible only with
delay, to restore the securities to the Depositary's control or to have them
replaced by duplicates, neither the Depositary nor the Bank shall be liable for
the consequences.

The apportionment referred to in the first paragraph shall be partly or wholly
undone in proportion to the number of securities of the same class received back
by the Depository as a result of the measures referred to in the preceding
paragraph. The expenses entailed by the actions referred to in the second
paragraph may be apportioned on the same basis as laid down above in respect of
the missing securities referred to in the first paragraph.

If it is impossible to establish the exact time of the destruction or loss, the
apportionments referred to above shall be made among the Customers who, on the
day before the discovery of the deficiency after office closing time, had a
claim for delivery of securities belonging to the class in question. As soon as
the Depositary discovers that an event has taken place which might cause a
deficiency as referred to in the first paragraph of this article, the Depositary
shall have the right to refuse delivery and transfer of securities until such
deficiency and also the amount of the apportionment have been determined, which
shall be done by the Depositary with the utmost speed, and the outcome of which
shall be communicated by the Depositary without delay to all Customers involved
in the apportionment.

8 The Bank shall debit the Customer's account on its books for the custody fee
due by him

9 The Bank guarantees to the Customer that the obligations of the Depositary
vis-a-vis the Customer will be properly fulfilled.

10 Amendments of and additions to these rules, provided they are made jointly by
the Bank and the Depositary (the latter requiring the approval of the Stichting
Administratiekantoor VABEF) shall also be binding on the Customer commencing one
month after such amendments and additions have been widely publicized in at
least three much read Dutch daily newspapers. As soon as possible the Bank and
the Depositary shall send notice of these amendments and additions to the
address of the Customer known to them. The provisions of

<PAGE>

paragraphs 2 and 9, however, are not capable of amendment.

11 In addition, the conditions regulating the relationship between the Customer
and the Bank shall apply correspondingly to the custody, insofar as the above
Rules do not differ from these conditions.

Hollandsche Bank-Unie N.V.
N.V. Effectenbewaarbedrijf van de
Hollandsche Bank-Unie

RULES HBU GLOBAL CUSTODY N.V.

1 Hollandsche Bank-Unie N.V., hereinafter referred to as the 'Bank', and HBU
Global Custody N.V., hereinafter referred to as 'HBUGC', shall cause all Rights
(as hereinafter defined) that are held for a Customer pursuant to the
relationship between the Customer and the Bank's branch offices in the
Netherlands, to be held exclusively by HBUGC and to be exercised by HBUGC for
the benefit of the Customer, the foregoing insofar as reasonably possible in
respect of the relevant Right. For the purposes hereof, 'Rights' are all rights
that are accepted as such by HBUGC that the Bank and/or HBUGC hold or holds in
its or their own name for the benefit of Customers with respect to (i) bearer
securities that are held outside the Netherlands, and (ii) non-bearer
securities. For the purposes hereof, 'Securities' are shares, bonds, options,
warrants and all other tangible and intangible property that is accepted as such
by HBUGC.

2 HBUGC shall have obligations with respect to the Rights held by it for the
Customer only vis-a-vis the Customer. Only the Customer is entitled to give
instructions to HBUGC with respect to the Rights held for him. HBUGC is not
entitled to exercise the Rights other than in accordance with the instructions
of the Customer and with these rules. The Customer shall give his instructions
concerning the Rights to the Bank, which shall be acting on behalf of the
Customer vis-a-vis HBUGC.

<PAGE>

3 HBUGC shall make use of third parties to the extent it deems such use
necessary in connection with its duties to its Customers. This use may include
the placing of Securities in the custody of third parties and the obtaining of
rights with respect to Securities through third parties. The Bank shall be
entrusted with the selection of such third parties. The Bank shall not be liable
for any shortcomings of such third parties, if it can prove that is has
exercised due care in selecting these third parties. Should the Bank not be
liable for the shortcomings of these third parties and should the Customer have
suffered damage, the Bank shall in any case assist the Customer as much as
possible in repairing his damage. HBUGC shall not be liable for any shortcomings
of such third parties, except in the event of wilful misconduct or gross
negligence on the part of HBUGC.

4 The benefits and burdens resulting from or connected with the Rights shall
accrue to or, as the case may be, be for the account of the Customer, so that
HBUGC will not incur any economic or commercial risk in respect of the Rights.

5 The Bank is charged with the duties entailed by the administration of the
Rights held by HBUGC for the benefit of the Customer, including the collection
of interests and dividends, realizing subscription rights, obtaining new coupon
or dividend sheets, effecting conversions, lodging securities for the purpose of
meetings as well as executing orders for the sale of securities, and with the
giving (directly or indirectly) of instructions relating to these duties to
correspondents. To the extent possible HBUGC shall enable the Bank to perform
these duties on behalf of HBUGC when necessary. Except in the event of wilful
misconduct or gross negligence on the part of HBUGC, HBUGC shall have no
liability in connection with these duties.

6 Neither the Bank nor HBUGC shall be under an obligation to record the serial
numbers of the Rights or the Securities corresponding therewith, albeit that
with regard to Rights with respect to Securities with special rights attached to
specific numbers, such numbers shall be recorded separately for the Customer,
and that to the extent the Rights or the Securities corresponding thereto are
subject to drawings by lot, the Bank and HBUGC shall ensure, each time a drawing
takes place, that an amount or number of Rights or Securities corresponding
therewith shall be allotted to the Customer.

7 The Customer shall be under an obligation to pledge to the Bank, whenever the
Bank deems such pledge to be necessary, all present and future rights the
Customer has or may acquire from time to time vis-a-vis HBUGC concerning Rights
that are held for the benefit of the Customer, including the rights to receive
payment of the amounts received in connection with the Rights, for the purpose
of securing all present or future claims of the Bank on the Customer, whether or
not due and payable or contingent.

<PAGE>

The Customer hereby irrevocably authorizes the Bank to create, on behalf of the
Customer, a right of pledge on the rights of the Customer vis-a-vis HBUGC which
are referred to in the first paragraph of this Article, whenever the Bank deems
the creation of such right of pledge to be necessary, and to notify HBUGC of
such right of pledge. The Bank is authorized to receive notification of such
right of pledge on behalf of HBUGC.

For so long as the Bank has not made a statement to the contrary, it is deemed
to release, from time to time, the right of pledge, if and to the extent
necessary to enable HBUGC to honour the Customer's rights as if no pledge
existed. From the moment the Bank informs HBUGC that it no longer agrees to the
rights of the Customer being honoured, no release of the right of pledge shall
be assumed and HBUGC shall refrain from honouring the rights of the Customer on
the ground of the right of pledge of the Bank. The Bank shall not use this right
unreasonably.

The Bank may enforce its rights as holder of a right of pledge notwithstanding
the provision of article 2 hereof.

8 HBUGC is under an obligation with respect to each type of Right to ensure at
all times that the Rights of that type that are held by it conform in their
contents and, where applicable, in their amount, with the rights of Customers
vis-a-vis HBUGC that correspond thereto.

In the event that, for reasons that are not the result of wilful misconduct or
gross negligence on the part of HBUGC, the Rights held by HBUGC of a specific
type fall short compared to the rights corresponding thereto of Customers
vis-a-vis HBUGC, the deficiency in question shall be apportioned by HBUGC among
those Customers who held such rights vis-a-vis HBUGC at the close of business on
the day in the Netherlands preceding the day of discovery of the deficiency by
the Bank in the Netherlands, pro rata to the amounts of their rights at the said
moment.

In this case, HBUGC is under no other obligation than to take measures to remove
the cause of the deficiency to the extent possible. In particular, HBUGC shall
not be under an obligation to acquire Rights to eliminate the deficiency. The
expenses incurred for the purpose of removing the cause of the deficiency shall
be apportioned in the manner set forth in the preceding paragraph for a
deficiency.

The apportionment referred to in the second paragraph shall be partly or wholly
undone to the extent that the deficiency is reduced as a result of the measures
taken by HBUGC. As soon as HBUGC discovers that an event has taken place which
has caused or might cause a deficiency, HBUGC shall have the right to refuse to
execute instructions regarding the Rights of the relevant type, until it has
been established that there shall be no deficiency or the deficiency has been
apportioned. In such an event, HBUGC shall act with the utmost speed and

<PAGE>

shall immediately inform the Customers involved of any apportionment.

9 The Bank shall debit the Customer's account on its books for the amounts due
by the Customer to the Bank and HBUGC for the performance of their duties
hereunder.

10 The Bank guarantees to the Customer that the obligations of HBUGC vis-a-vis
the Customer will be properly fulfilled.

11 Amendments and additions to these rules, provided they are made jointly by
the Bank and HBUGC, shall also be binding on the Customer commencing one month
after such amendments and additions have been publicized in at least three Dutch
daily newspapers with a wide circulation and two non-Dutch financial newspapers
with a wide circulation. The Bank and HBUGC shall, as soon as possible, send
notice of these amendments and additions to the address of the Customer known to
them. The provision of article 10 hereof, however, is not capable of amendment.

12 In addition, the general conditions regulating the relationship between the
Customer and the Bank as filed by the Netherlands Bankers' Association at the
Registrar's Office of the Amsterdam District Court on, December 22, 1995, as
amended from time to time, shall apply correspondingly to the relationship
between the Customer on the one hand and the Bank and HBUGC on the other,
insofar as the above rules do not differ from these conditions.

13 If and to the extent that any provision contained herein cannot be invoked on
the ground of its unreasonably burdensome character or on grounds of
reasonableness or fairness, such provision shall have the effect of a provision
that would be valid, the purpose of which conforms to the first mentioned
provision to such an extent that it must be assumed that such provision would
have been included in these rules if the first mentioned provision had been
omitted in view of its invalidity.

14 These rules and the activities of the Bank and HBUGC governed hereby shall be
governed by Netherlands law. Disputes concerning these rules and such activities
shall be brought before the competent Court in Amsterdam. Notwithstanding the
foregoing, the Customer shall, if acting as the plaintiff, be entitled - subject
to the respective rules of the Geschillencommissie Bankbedrijf (Complaints
Committee for Banking Business) and the Klachtencommissies Effectenbedrijf en
Optiebeurs (Committees of Good Offices of the Amsterdam Stock Exchange and the
Options Exchange) - to bring disputes before these committees. Notwithstanding
the foregoing the Bank and AAGC, if acting as the plaintiff, are entitled to
bring a dispute not before the Amsterdam Court, but before the foreign court
having jurisdiction over the Customer.

Hollandsche Bank-Unie N.V.
HBU Global Custody N.V.