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                                                                   Exhibit 10(e)

                     [NATIONAL BANK OF CANADA LETTERHEAD]

                                                                 July 19th, 1999


Mr. Camille Cotran, President
C. COTRAN HOLDING INC.
220 Industrial Boulevard
Boucherville (Quebec)
J4B 2X4


Re: Global Financing in the Amount of $6,000,000.00 CDN
    for the Acquisition of Sel-Drum International Inc.


Dear Sir:

We are pleased to inform you that National Bank of Canada (the "Bank") agrees to
make available a global financing in the amount of $6,000,000.00 CDN for the
proposed acquisition of 97% of the outstanding shares of Sel-Drum International
Inc.

This global financing is made available through the following companies:

(a) C. COTRAN HOLDING INC.:

    $2,750,000.00 CDN by way of a Term Loan of $750,000.00, a Mezzanine
    Financing of $2,000,000.00 and a Bridge Loan of $1,500,000.00. The terms and
    conditions of these loans are set forth in the Offer made to C. COTRAN
    HOLDING INC. and attached to this letter as Schedule A.

(b) DENSIGRAPHIX KOPI INC.:

    $3,250,000.00 CDN by way of an Operating Line of Credit of $3,000,000.00 and
    a Term Loan of $250,000.00. The terms and conditions of these loans are set
    forth in the Offer made to DENSIGRAPHIX KOPI INC. and attached to this
    letter as Schedule B.

(c) SEL-DRUM CORPORATION:

    $4,700,000.00 CDN by way of an Operating Line of Credit of $4,200,00.00 and
    a Term Loan of $500,000.00. The terms and conditions of these loans are set
    forth in the Offer made to SEL-DRUM CORPORATION and attached to this letter
    as Schedule C. (The financing of SEL-DRUM CORPORATION will be available
    after the acquisition of the shares.)


<PAGE>   2

These three offers should be accepted together and it will not be possible to
separate them.

If you should accept this letter and the offers hereto attached, please indicate
your acceptance thereof by signing and initialing each page of the attached
offers and returning same to the attention of Mr. Michel Gendron, Vice-President
or Suzanne Werbiski, Account Manager, before 5:00 PM, on July 24th, 1999,
failing which the Bank, at its discretion, reserves the right to cancel and/or
modify the Offers, without notice.

Once this Offer has been accepted, we will ask our legal advisors to draw up the
applicable security documents in accordance with standards acceptable to the
Bank.

We hope that our financial support will continue to contribute to your group's
development.


NATIONAL BANK OF CANADA

Per: /s/ Michel Gendron                  Per:
    ----------------------------------       -----------------------------------
     Michel Gendron                           Suzanne Werbiski
     Vice-President                           Account Manager


ACCEPTANCE

The undersigned hereby declares and confirms having taken cognizance of this
letter and the attached Offers and accepts all their terms, conditions and
obligations.

Executed at Boucherville, Province of Quebec, this 23rd day of July, 1999.


C. COTRAN HOLDING INC.

Per: /s/ Camille Cotran
    ----------------------------------
     Camille Cotran
     President
<PAGE>   3

                                                                      SCHEDULE A


                                                                 July 19th, 1999


C. COTRAN HOLDING INC.
220 Industriel Boulevard
Boucherville (Quebec)
J4B 2X4


TO THE ATTENTION OF MR CAMILLE COTRAN, PRESIDENT


RE: OFFER OF FINANCING


Dear Sir:

As indicated in the Transmission Letter to which this offer is attached,
National Bank of Canada (the "Bank") agrees to make available to C. COTRAN
HOLDING INC. (the "Borrower") the following credits in Canadian Dollars,
subject to the terms and conditions set forth herein:


1. CREDIT A - TERM LOAN

    1.1  AMOUNT

         The Bank, subject to the terms and conditions hereof, agrees to make
         available to the Borrower a term loan in the amount of $750,000.00 in
         Canadian Dollars.

    1.2  TERM

         This loan is granted for a term of five (5) years effective as of the
         date of its disbursement.

    1.3  INTEREST RATE

         At the option of the Borrower, this loan shall bear interest at the
         Bank's canadian prime rate plus 1.50% per year (Floating Rate) or at
         the Rate Offered by the Bank plus 2.75% per year (fixed rate) with
         interest at the same rate on all amounts in arrears. Interests shall be
         payable monthly on the 26th day of each month.


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OFFER OF FINANCING                                                        Page 2
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    1.4  DISBURSEMENT

         The Borrower shall use the present term loan by way of a single
         disbursement to be made prior to October 31st, 1999. Thereafter, the
         Bank reserves the right to discontinue making advances under the said
         financing.

    1.5  REPAYMENT TERMS AND CONDITIONS

         This loan shall be repaid on the basis of an amortization period of ten
         (10) years in sixty (60) equal and consecutive monthly instalments of
         $6,250.00 in principal, payable on the first day of each of each month,
         the first of such instalments to become due and payable on the first
         month following the date of the disbursement. The balance of principal,
         interests, fees, accessories and all other sums that may be due to the
         Bank under the present loan shall be repaid on the date of the last
         instalment without further notice.

    1.6  PREPAYMENTS

         The Borrower may, at any time, prepay in whole or in part, the floating
         rate term loan upon payment of a penalty equal to three (3) months of
         interest on the principal amount prepaid. Partial prepayments will be
         applied in reverse order of scheduled repayment.

         The Borrower, if the fixed rate is chosen, may not prepay all or part
         of the term loan provided for herein.


2. CREDIT B - MEZZANINE FINANCING

    2.1  AMOUNT

         The Bank, subject to the terms and conditions hereof, agrees to make
         available to the Borrower a mezzanine financing in the amount of
         $2,000,000.00 in Canadian Dollars.

    2.2  TERM

         This loan is granted for a term of three (3) years effective as of the
         date of its disbursement.


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C. COTRAN HOLDING INC.


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OFFER OF FINANCING                                                        Page 3
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    2.3  INTEREST RATE

         At the option of the Borrower to be exercised before the disbursement,
         this loan shall bear interest at the Bank's Canadian Prime Rate plus
         3.00% per year (floating rate) or at the rate offered by the Bank plus
         4.25% per year (fixed rate) with interest at the same rate on all
         amounts in arrears. Interests shall be payable monthly on the 26th day
         of each month.

         In addition to the rate referred to above, and at the same time, the
         Borrower shall pay to the Bank thirty-six (36) consecutive and equal
         monthly bonus interest payments of $8,000.00.

    2.4  DISBURSEMENT

         The Borrower shall use the present term loan by way of a single
         disbursement to be made prior to October 31st, 1999. Thereafter, the
         Bank reserves the right to discontinue making advances under the said
         financing.

    2.5  REPAYMENT TERMS AND CONDITIONS

         This loan shall be repaid on the basis of an amortization period of
         five (5) years in thirty-six (36) equal and consecutive monthly
         instalments of $33,500.00 in principal, payable on the first day of
         each month, the first of such instalments to become due and payable the
         first month following the date of the disbursement. The balance of
         principal, interests, fees, accessories and all other sums that may be
         due to the Bank under the present loan shall be repaid on the date of
         the last instalment without further notice.

    2.6  PREPAYMENTS

         The Borrower may, at any time, prepay in whole or in part, the floating
         rate term loan upon payment of a penalty equal to three (3) months of
         interest on the principal amount prepaid.

         In addition to the penalty, should this loan be prepaid in full, the
         Borrower will pay the Bank the net present value (NPV) of all future
         bonus interest payments to be calculated at the rate of 8%.

         The Borrower, if the fixed rate is chosen, may not prepay all or part
         of the term loan provided for herein.


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C. COTRAN HOLDING INC.


<PAGE>   6

OFFER OF FINANCING                                                        Page 4
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3. CREDIT C - BRIDGE LOAN

    3.1  AMOUNT

         The Bank, subject to the terms and conditions hereof, agrees to make
         available to the Borrower a Bridge loan in the amount of $1,500,000.00
         in Canadian Dollars.

    3.2  TERM

         This loan is granted for a maximum term of sixty (60) days effective as
         of the date of its disbursement.

    3.3  INTEREST RATE

         This loan shall bear interest at the Bank's canadian prime rate plus
         1.50% per year (Floating Rate) on all amounts in arrears. Interest
         shall be payable monthly on the 26th day of each month.

    3.4  DISBURSEMENT

         The Borrower shall use the present term loan by way of a single
         disbursement to be made prior to October 31st, 1999. Thereafter, the
         Bank reserves the right to discontinue making advances under the said
         financing.

    3.5  REPAYMENT TERMS AND CONDITIONS

         This loan, the unpaid interest, fees and accessories shall be repaid in
         full no later than sixty (60) days following its disbursement with the
         net proceed of the financing of Sel-Drum Corporation.


4. SECURITY

   To secure the repayment of Credit A, Credit B and Credit C, the payment of
   interest, fees and all of the amounts payable thereunder and the performance
   of its obligations towards the Bank, the Borrower undertakes to provide to
   the Bank the following security, in accordance with the forms in use at the
   Bank:

    4.1  a first universal hypothec in the amount of $4,250,000.00 on all the
         assets, movable and immovable, present and future, with a specific
         charge on the properties of the Borrower located at 220 Industriel
         Boulevard, Boucherville, province of Quebec, J4B 2X4 (the "Property"),
         the rents


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C. COTRAN HOLDING INC.


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OFFER OF FINANCING                                                        Page 5
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         deriving from the Property and insurance policies securing such rents
         (collectively the "Hypothecated property"), including also, without
         limitation, an additional hypothec in the amount of $850,000.00 and all
         other standard protection clauses in favour of the Bank.

    4.2  movable hypothec with delivery (pledge) of all of the shares of
         Sel-Drum International Inc. and Densigraphix Kopi Inc. owned or to be
         owned by the Borrower under this financing to be released upon
         repayment of Credit B.

    4.3  a rider designating the Bank as loss payee of the proceeds of all-risk
         insurance on the Hypothecated property as security, up to the full
         replacement value thereof.

    4.4  an unconditional letter of guarantee by Densigraphix Kopi Inc. in the
         amount of $4,250,000.00 to be secured by a second ranking universal
         hypothec in the amount of $4,250,000.00 on all the assets of
         Densigraphix Kopi Inc., movable and immovable, present and future,
         including also, without limitation, an additional hypothec in the
         amount of $850,000.00 and all other standard protection clauses in
         favour of the Bank (subject only to the Bank's first ranking charge
         totalling $3,250,000.00 and more fully detailed in the offer addressed
         to Densigraphix Kopi Inc. and attached with these presents at the
         transmission letter as Schedule B).

    4.5  an unconditional letter of guarantee by Sel-Drum Corporation in the
         amount of $4,250,000.00 to be secured by a second ranking security
         interest in the amount of $4,250,000.00 on all the assets of Sel-Drum
         Corporation, movable and immovable, present and future, including also,
         without limitation, all other standard protection clauses in favour of
         the Bank (subject only the Bank's first ranking charge totalling
         $5,250,000.00 and more fully detailed in the offer addressed to
         Sel-Drum Corporation and attached with these presents at the
         transmission letter as Schedule C) (to be obtained after the
         acquisition of the shares);

    4.6  an unconditional undertaking by Densigraphix Kopi Inc. and Sel-Drum
         International Inc., Sel-Drum Imaging Corporation., Sel-Drum Corporation
         and Sel-Drum Corporation (USA) Inc. to advance to the Borrower, on a
         monthly basis, sufficient amounts to ensure the proper servicing of the
         Borrower long-term debts and interest.

    4.7  two life insurance policies or one totaling two million dollars
         assigned to National Bank.


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C. COTRAN HOLDING INC.


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OFFER OF FINANCING                                                        Page 6
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5. REPRESENTATIONS AND WARRANTIES

   The Borrower, for itself and for the guarantors, represents and warrants to
   the Bank that:

    5.1  They are duly constituted, registered and organized companies and are
         in good standing under the laws governing them, and they have the
         powers, permits and licences required to carry on their business and to
         own, operate and administer their property.

    5.2  There has been no material adverse change in their financial position
         since the date of their most recent internal financial statements which
         have been provided to the Bank. These statements represent fairly, at
         the date they were drawn up, their financial position. The Borrower
         does not foresee incurring any significant liabilities which have not
         already been disclosed to the Bank.

    5.3  They are not a party to any litigation or legal proceedings which could
         have a material effect on their financial position or on their ability
         to carry on their business.

    5.4  They are not in default under the agreements to which they are a party
         nor under the legislation and regulations applicable to the conduct of
         their business including, without limitation, any environmental
         requirements.

    5.5  All taxes, assessments, deductions at source, income tax or annuities
         for which the payment thereof is guaranteed by prior claim and/or legal
         hypothec have been paid by the Borrower without subrogation or
         consolidation.

    5.6  They have the power to borrow money and give security without any
         restriction.


6. CONDITIONS PRECEDENT TO ANY DISBURSEMENT

   At the time of the disbursement of the credit facilities, the Borrower shall,
   as applicable, provide, execute or perform the following to the satisfaction
   of the Bank and its legal advisers:


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C. COTRAN HOLDING INC.


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OFFER OF FINANCING                                                        Page 7
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    6.1  REPRESENTATIONS AND WARRANTIES

         The representations and warranties contained in the Section entitled
         "REPRESENTATIONS AND WARRANTIES" hereof shall continue to be true and
         exact and shall survive the execution of this or any subsequent
         agreements. No event of default shall have occurred and no other event
         shall exist that is likely to materially adversely affect the financial
         position of the Borrower or of the guarantors

    6.2  DOCUMENTS REQUIRED

         The following documents shall be furnished to the Bank in form and
         substance satisfactory to it for the Borrower and the Guarantors:

         6.2.1  a duly certified copy of the corporate documents and
                certificates of good standing and conformity in accordance with
                the applicable laws;

         6.2.2  a duly certified copy of the borrowing by-laws and the
                resolutions of the Board of Directors relating to the authority
                to execute these presents and to perform their obligations
                hereunder and in virtue of the security documents;

         6.2.3  a certificate setting forth the functions and signatures of the
                individuals authorized to represent them;

         6.2.4  a written opinion, in form and substance acceptable to the Bank
                and its legal advisers, from the legal advisers of the Borrower
                and of the Guarantors regarding the status and the capacity to
                perform the obligations described in this Offer and in virtue of
                the security documents;

         6.2.5  a copy of the offer to purchase the shares of Sel-Drum
                International Inc., which is to be satisfactory to the Bank;

         6.2.6  a professional appraisal to be performed by a certified
                appraiser acceptable to the Bank outlining the market value of
                the immovable property 220 Industriel Boulevard, Boucherville,
                province of Quebec, J4B 2X4;

         6.2.7  completion to the Bank's satisfaction of questionnaire with
                respect to environmental and Year 2000 matters;


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C. COTRAN HOLDING INC.


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OFFER OF FINANCING                                                        Page 8
================================================================================


         6.2.8  the instruments or contracts creating the security contemplated
                in Section 4 duly executed and duly registered or filed in all
                places in Quebec or elsewhere where such registration or filing
                is necessary and duly signified or served when such
                signification or service is required under the terms thereof;

         6.2.9  evidence satisfactory to the Bank that all real estate,
                including municipal and school taxes affecting the Property have
                been paid in full, without subrogation;

         6.2.10 a certified copy of a certificate of location showing the
                Property in its present state;

         6.2.11 evidence, in form and substance acceptable to the Bank and its
                legal advisers, that the property given as security is duly
                insured against loss or damage caused by fire and any other
                risk;

         6.2.12 a written opinion from the Bank's legal advisers regarding the
                registration and rank of the security documents provided for in
                this Offer;

         6.2.13 payment in full of the set-up fees charged by the Bank;

         6.2.14 acceptance by Densigraphix Kopi Inc. and Sel-Drum Corporation of
                their respective offers; and

         6.2.15 any other document that the Bank may reasonably request.


7. OBLIGATIONS OF THE BORROWER

    7.1  POSITIVE COVENANTS

         Until payment in full of any amount due under the terms of this Offer,
         the Borrower shall:

         7.1.1  carry on its business in a diligent and continuous manner;

         7.1.2  use the proceeds of the financing for the purposes provided for
                herein;


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C. COTRAN HOLDING INC.


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OFFER OF FINANCING                                                        Page 9
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         7.1.3  at all times, give the Bank's representatives the right to
                inspect its establishments and provide access thereto, and
                further permit the Bank's representatives to examine its books
                of account and other records, and take extracts therefrom and/or
                copies thereof;

         7.1.4  obtain and maintain in effect the permits and licenses required
                to carry on its business;

         7.1.5  notify the Bank, without delay, of any event of default or any
                event which, following notice or the expiry of a delay, could
                constitute an event of default;

         7.1.6  punctually pay all taxes, assessments, deductions at source,
                income tax or annuities for which the payment thereof is
                guaranteed by prior claim and/or legal hypothec, without
                subrogation or consolidation;

         7.1.7  provide the Bank with monthly prepared financial statements
                within forty-five (45) days of the end of each month for
                Densigraphix Kopi Inc., Sel-Drum Corporation and Sel-Drum
                Corporation (USA) Inc.;

         7.1.8  provide the Bank with quaterly consolidated financial statements
                within forty-five (45) days of the end of each quarter for C.
                Cotran Holdings Inc. and Sel-Drum International Inc.;

         7.1.9  provide the Bank with audited financial statements within ninety
                (90) days of the end of the fiscal year for C. Cotran Holdings
                Inc. (consolidated and non-consolidated), and within one
                hundered and twenty (120) days of the end of the fiscal year for
                Sel-Drum International Inc. (consolidated) Sel-Drum Imaging
                Corporation, Sel-Drum Corporation and Sel-Drum Corporation (USA)
                Inc.;

         7.1.10 conduct all or the greater part of its business with the Bank;


    7.2  NEGATIVE COVENANTS

         The Borrower undertakes not to carry out the following transactions or
         operations without obtaining the prior written consent from the Bank:

         7.2.1  substantially change the nature of its operations or business;

         7.2.2  change the voting control of the Borrower, which is directly or
                indirectly held by Camille Cotran;

         7.2.3  merge with another company, dissolve or wind up the company.


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C. COTRAN HOLDING INC.


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OFFER OF FINANCING                                                       Page 10
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         7.2.4  create or permit the existence of security on the Hypothecated
                property, except for permitted encumbrances;

         7.2.5  make an investment or provide financial assistance to its
                partners, officers, directors, affiliated entities or any third
                party by way of a loan, a guarantee or otherwise, except in the
                course of the project submitted to the Bank.

   7.3  ENVIRONMENTAL OBLIGATIONS

         7.3.1  The Borrower shall comply with the requirements of all
                legislative and regulatory environmental provisions (the
                "Environmental Requirements") and shall at all times maintain
                the authorizations, permits and certificates required under
                these provisions.

         7.3.2  The Borrower shall immediately notify the Bank of any notice,
                order, decree or fine that it may receive or be ordered to pay
                relating to Environmental Requirements in connection with its
                business or property and in the event of any release or
                discovery of any contaminant upon, under or over its property or
                any contiguous real property.

         7.3.3  At the request and upon the conditions set forth by the Bank,
                the Borrower shall, at its own cost, provide the Bank with all
                the informations that the Bank may require regarding the
                environmental situation of the Borrower. In the event that any
                Environmental Requirements are not being respected, the Borrower
                shall effect the necessary work to ensure that its business and
                property meet the Environmental Requirements within a delay
                acceptable to the Bank.

         7.3.4  The Borrower undertakes to indemnify the Bank for any damage
                which the Bank may suffer or any responsibility which it may
                incur as a result of the non-compliance with Environmental
                Requirements.

         7.3.5  The provisions of and undertakings and indemnification set out
                in this Section shall survive the satisfaction and release of
                the security for, and payment and satisfaction of the
                indebtedness and liability of the Borrower to the Bank pursuant
                to the terms hereof.


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C. COTRAN HOLDING INC.

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OFFER OF FINANCING                                                       Page 11
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8. DEFAULT

    8.1  EVENTS OF DEFAULT

         The occurrence of one or more of the following events, shall constitute
         a default under this Offer:

         8.1.1  if the Borrower fails to make a payment, on demand or when due,
                of principal under the terms hereof; or

         8.1.2  if the Borrower fails to make a payment, when due, of interest,
                fees or any other amount which may become due hereunder or under
                any of the security documents provided for herein; or

         8.1.3  if the Borrower fails to perform or otherwise breaches any
                obligation hereunder or pursuant to any of the security
                documents provided for herein; or

         8.1.4  if the Borrower becomes subject to any of the provisions of the
                Bankruptcy and Insolvency Act (Canada) or of any other
                bankruptcy, insolvency, proposal or winding up legislation; or

         8.1.5  if proceedings are instituted for the Borrower's dissolution,
                winding-up or suspension of its operations; including for any
                readjustment of the indebtedness of the Borrower; or

         8.1.6  if the property of the Borrower or a substantial part thereof
                becomes subject to a hypothecary recourse or be subject to a
                taking of possession by a creditor or be seized or if a
                sequestrator is appointed; or

         8.1.7  if the Borrower is in default under any other contracts,
                agreements or writings with the Bank or any other financial
                institution; or

         8.1.8  if any representation or warranty made by the Borrower herein or
                in any document or certificate furnished to the Bank in
                connection herewith proves to be materially incorrect or
                erroneous in an important manner or

         8.1.9  if, in the opinion of the Bank,

                - there is a deterioration in the Borrower's financial position;


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C. COTRAN HOLDING INC.

<PAGE>   14

OFFER OF FINANCING                                                       Page 12
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                - the Borrower contravenes the provisions, whether of a
                  legislative, regulatory, administrative or other nature, of
                  the federal, provincial, municipal or other authorities as
                  regards environmental pollution, toxic substances or other
                  causes endangering the environment or public health and safety
                  or other laws, to which the Borrower's activities and property
                  are subject.

         8.1.10 any default occurs with respect to the terms and conditions of
                the Offer of financing made to Densigraphix Kopi Inc. and/or
                Sel-Drum Corporation concurrently to this Offer shall also
                constitute default under this Offer.

   8.2  RIGHTS AND RECOURSE OF THE BANK

        Without limiting the Bank's rights hereunder or under the security and
        subject to its other rights and recourse in the even of default:

         8.2.1  the Bank may declare liquid and exigible all monetary
                obligations of the Borrower still outstanding at that time and
                claim for the Borrower, with no other notice of default,
                immediate payment of the principal, interest, fees and any other
                amount, including the fees incurred by the Bank for the
                collection and protection of the debt and the execution of any
                other obligation of the Borrower;

         8.2.2  the Borrower shall lose all its rights and privileges hereunder
                including, without limitation, the right to receive additional
                advances;

         8.2.3  the Bank may charge the Borrower reasonable analysis,
                administration and follow-up charges and may also incur and pay
                any reasonable amount for services rendered (including the fees
                for legal counsel, accountants or any other professional whose
                services may be required or deemed necessary) with respect to
                the realization, sale, transfer, delivery or payment to be made
                in the exercise of any security held by the Bank and may
                withhold such charges and fee amounts from the proceeds of the
                realization of security;

         8.2.4  any amount collected or received by the Bank, including the
                balance of any proceeds of the realization on security, may be
                withheld by the Bank and may, at the Bank's discretion, be
                charged to any portion of the Borrower's indebtedness to the
                Bank;


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C. COTRAN HOLDING INC.

<PAGE>   15

OFFER OF FINANCING                                                       Page 13
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         8.2.5  any amount incurred and paid by the Bank to realize, retain or
                preserve any security given by the Borrower to the Bank
                hereunder or by law, shall bear interest at the Canadian Prime
                Rate of the Bank plus 3% per annum until payment of said amount.

    8.3  WAIVER, OMISSION AND CUMULATIVE RECOURSE

         The Bank may grant delays, accept or waive security, accept
         arrangements, grant releases and discharges and transact with the
         Borrower as it shall deem acceptable without in any way limiting the
         responsibility of the Borrower or infringing on the rights of the Bank
         under the security provided for hereunder.

         The omission on the part of the Bank to notify the borrower of any
         event of default hereunder or to avail itself of any of its rights
         hereunder shall not be construed as a waiver by the Bank to take
         recourse in the event of such default or to exercise its right.

         Acceptance by the Bank following any default by the Borrower of any sum
         owing to it or its exercising of any right or recourse shall not
         preclude the Bank from exercising any other right or recourse, which it
         may have, whether pursuant to any agreement or otherwise provided by
         law, said rights and recourses of the Bank being cumulative and not
         alternative, and in addition to and not in substitution for, any other
         right or recourse of the Bank.


9. MISCELLANEOUS PROVISIONS

    9.1  DEFINITIONS

         For the purposes hereof, the following words and phrases shall have the
         following meaning:

         9.1.1  "CANADIAN DOLLARS" "CAN DOLLARS" "CDN$": means lawful money of
                Canada.

         9.1.2  "CANADIAN PRIME RATE": means the annual variable rate of
                interest announced from time to time by the Bank and used to
                determine the interest rates on Canadian Dollars commercial
                loans granted by the Bank in Canada.


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C. COTRAN HOLDING INC.

<PAGE>   16

OFFER OF FINANCING                                                       Page 14
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         9.1.3  "DEBT" OR "TOTAL INDEBTEDNESS" OR "CREDIT FACILITY" OR
                "ADVANCES": means the aggregate amount of principal, interest
                and accessories due by the Borrower hereunder.

         9.1.4  "FLOATING RATE": means the interest rate applicable to floating
                rate advances made hereunder in Canadian Dollars.

         9.1.5  "NET PRESENT VALUE": means the present value of all future
                bonus interest payments as determined given a specific discount
                rate. the NPV will be calculated using the following formula:

                                      Px [to the nth power]
                        -----------------------------------------------
                        (1+(i divided by 12 months)) [to the nth power]

                Where: P = Amount of monthly bonus payments
                           ($8,000 in this case);

                       n = The number of remaining monthly bonus interest
                           payments at the time of full prepayment of the
                           mezzanine financing;

                       i = The annual rate for the purposes of discounting
                           (8% in this case).

         9.1.6  "PERMITTED ENCUMBRANCES": refers collectively to charges
                created by the security document granted from time to time in
                virtue of these presents and any other charge which constitutes
                a "Permitted Encumbrance", as may be defined in the said
                documents.

         9.1.7  "RATE OFFERED": means the annual interest rate determined from
                time to time by the Bank, for the term chosen by the Borrower,
                as being the fixed interest rate applicable to its commercial
                fixed rate term loans granted in Canada for the same term.

    9.2  ACCOUNTING TERMS

         Unless another definition is provided hereunder, each accounting term
         used in this Offer shall have the meaning ascribed to it in accordance
         with accounting principles generally accepted by the Canadian Institute
         of Chartered Accountants.


================================================================================
C. COTRAN HOLDING INC.

<PAGE>   17

OFFER OF FINANCING                                                       Page 15
================================================================================


    9.3  CURRENCY AND PLACE OF PAYMENT

         All amounts due by the Borrower under this offer shall be paid by the
         Borrower to the Bank, at the branch of the Bank where the Borrower
         operates its bank account, in Canadian Dollars.

    9.4  CALCULATION OF INTEREST AND ARREARS

         9.4.1  Unless otherwise provided for herein, interest on any amount due
                hereunder shall be calculated daily and not in advance on the
                basis of a 365-day year.

         9.4.2  For the purposes of the Interest Act (Canada) in the case of a
                leap year, the annual interest rate corresponding to the
                interest calculated on the basis of a 365-day year is equal to
                the interest rate thus calculated multiplied by 366 and divided
                by 365.

         9.4.3  Any amount of principal, interest, commission, discount or of
                any other nature remaining unpaid at maturity, shall bear
                interest at the rate provided for herein, being understood that
                the said interest rate on arrears shall not exceed the maximum
                rate provided by law.

         9.4.4  Interest on arrears shall be compounded daily and payable on
                demand.

    9.5  RECORDS

         The Bank shall keep records and computerized data evidencing the
         transactions performed under this financing. Such records or
         computerized data shall be presumed to reflect these transactions and
         shall constituted evidenced of the debt due to the Bank.

    9.6  ACCOUNT DEBITS

         The Borrower irrevocably authorizes the Bank to debit periodically or
         from time to time any bank account it may maintain with the Bank in
         order to pay all or part of the amounts it may owe to the Bank
         hereunder.

    9.7  NON-BUSINESS DAYS

         Should any payment of capital or interest hereunder become due on a day
         which is not a Business Day, the due date thereof shall be extended to
         the immediate following Business Day.


================================================================================
C. COTRAN HOLDING INC.

<PAGE>   18

OFFER OF FINANCING                                                       Page 16
================================================================================


    9.8  INVALIDITY OF ANY PROVISIONS HEREUNDER

         Any decision of a court to the effect that any of the provisions
         hereunder are null and void or non-executory shall in no way affect,
         invalidate or render unenforceable the other provisions hereunder.

    9.9  MODIFICATIONS

         Any modifications hereto or waiver of a right thereunder is without
         effect if it is not expressly made and evidenced in a written document
         executed between the parties hereto.

    9.10 OTHERS DOCUMENTS

         The Borrower shall do all things and sign all documents which may be
         deemed necessary or appropriate by the Bank for the purposes of giving
         full effect to the terms, conditions, undertakings and security
         provided herein.

    9.11 FINAL AGREEMENT AND INTERPRETATION

         Upon acceptance and execution by the Borrower, this Offer shall
         constitute the final agreement between the parties hereto with, the
         exception of any further written modification agreed by the parties and
         replaces and supersedes any prior agreements verbal or written between
         the parties related to the financing described herein.

         Notwithstanding the foregoing, this Offer does not create novation and
         does not constitute any derogation to the rights, privileges and
         remedies of the Bank under the terms of any agreements, promissory
         notes and/or any instruments or contracts regarding the facilities or
         the security contemplated herein and executed by the Borrower prior to
         the date of this Offer. The Borrower represents and warrants that the
         rights, privileges and remedies of the Bank under these agreements,
         promissory notes and security documents have not been modified and
         cover the Borrower's obligations contemplated herein, the whole without
         novation.


10. REVIEW

    Notwithstanding any provisions to the contrary, the terms and conditions
    provided for herein are subject to be reviewed by the Bank on April 30,
    2000, based upon the Borrower's financial statements which it shall furnish
    the Bank, in accordance with the provisions herein.


================================================================================
C. COTRAN HOLDING INC.

<PAGE>   19

OFFER OF FINANCING                                                       Page 17
================================================================================


11. FEES

    11.1  Non-refundable set-up fees of $37,500.00 shall be payable by the
          Borrower upon acceptance of this Offer.

    11.2  The legal fees and expenses relating to this Offer and to the
          preparation of the security documents required herein and the
          registration, if required, shall be payable by the Borrower in
          addition to the fees stipulated hereinabove.


12. ACCESS TO INFORMATION

    The Borrower hereby authorizes any personal information agent, financial
    institution, creditor, tax authority, employer or any other person,
    including any public body, holding information concerning the Borrower or
    its property including any financial information or with respect to any
    undertaking or surety given by the Borrower in favour of third parties, to
    supply such information to the Bank for the purposes of verifying
    information provided to the Bank or that will be provided by the Borrower
    and to ensure its solvency at all times.


13. NOTICES

    Any notice or demand to or upon the respective parties hereto shall be in
    writing and shall be validly communicated by the delivery thereof to its
    addressee, by a delivery, certified mail, postage prepaid, or by
    transmitting the same by fax, to the addressee hereinafter mentioned, or at
    such other address as any of the parties hereto may hereafter notify the
    other in writing:

         NATIONAL BANK OF CANADA
         Central Montreal Regional Centre
         Bank Tower and North
         600, de La Gauchetiere Street West
         Ground Floor
         Montreal (Quebec)
         H3B 4L2

         Fax: (514) 394-4144

         TO THE ATTENTION OF: Suzanne Werbiski
                              Account Manager


================================================================================
C. COTRAN HOLDING INC.

<PAGE>   20

OFFER OF FINANCING                                                       Page 18
================================================================================


         C. COTRAN HOLDING INC.
         220 Industriel Boulevard
         Boucherville (Quebec)
         J4B 2X4

         Fax: (450) 641-4332

         TO THE ATTENTION OF: Mr Camille Cotran
                              President

    Any such notice or demand sent as aforesaid shall be deemed to have been
    received by the party to whom it is addressed upon delivery, if delivered,
    and on the actual receipt thereof, if sent by certified mail, and when
    transmitted, if sent by fax; provided, however, that in the event normal
    mail service or fax service shall be interrupted by strike, "force majeure"
    or other cause, then the party sending the notice or demand shall use anyone
    of the said services which has not been so interrupted or, failing the
    availability of any such service, any other mode of communication which
    shall ensure prompt receipt of such notice or demand by the other party.


14. GOVERNING LAW

    This Offer shall be construed and interpreted in accordance with the laws of
    the Province of Quebec.


15. LANGUAGE (QUEBEC)

    The parties declare that they have requested and do hereby confirm their
    request that the present Offer and the ancillary documents related thereto
    be in English; les parties declarent qu'elles ont exige et par la presente
    confirment leur demande que la presente offre ainsi que les documents
    connexes soient rediges en anglais.


16. PREPARATION OF LEGAL DOCUMENTATION

    Once this Offer has been accepted, we will ask our legal advisers to draw up
    the applicable security documents in accordance with standards acceptable to
    the Bank.


================================================================================
C. COTRAN HOLDING INC.

<PAGE>   21

OFFER OF FINANCING                                                       Page 19
================================================================================


We hope that our financial support will continue to contribute to your company's
development.

Yours truly,

NATIONAL BANK OF CANADA

Per: /s/ Michel Gendron                   Per:
    ------------------------------------      ----------------------------------
     Michel Gendron                            Suzanne Werbiski
     Vice-president                            Account Manager


ACCEPTANCE

WE ACCEPT THE TERMS AND CONDITIONS OF YOUR OFFER OF FINANCING.

We, undersigned, hereby authorize the National Bank of Canada to gather any
information relating to our financial situation and/or credit history from any
credit agency and/or financial institution and/or employer and/or person with
whom we have or may have a business relationship with. We also authorize the
National Bank of Canada to release this information to such persons.

The National Bank of Canada may use the information it has obtained to make
decisions regarding any credit facility or any other services made available to
us or to be made available to us.


THIS 23rd day of July 1999.

C. COTRAN HOLDING INC.

Per: /s/ Camille Cotran
    ------------------------------------
     Camille COTRAN


================================================================================
C. COTRAN HOLDING INC.

<PAGE>   22

OFFER OF FINANCING                                                       Page 20
================================================================================


GUARANTORS


DENSIGRAPHIX KOPI INC.                               THIS 23rd day of July 1999.

Per: /s/ Camille Cotran
    ------------------------------------
and, subject to the conclusion of the contemplated transaction

SEL-DRUM COPRORATION                                 THIS 23rd day of July 1999.

Per: /s/ Camille Cotran
    ------------------------------------


SEL-DRUM
INTERNATIONAL INC.                                   THIS 23rd day of July 1999.

Per: /s/ Camille Cotran
    ------------------------------------


SEL-DRUM IMAGING
CORPORATION                                          THIS 23rd day of July 1999.

Per: /s/ Camille Cotran
    ------------------------------------


================================================================================
C. COTRAN HOLDING INC.
<PAGE>   23
                                                                      SCHEDULE B

                                                                 July 19th, 1999




DENSIGRAPHIX KOPI INC.
220 Industriel Boulevard
Boucherville (Quebec)
J4B 2X4

Attention of Mr Camille Cotran, president
-----------------------------------------

RE:  Offer of financing
-----------------------

Dear Sir:

As indicated in the Transmission Letter to which this offer is attached,
National Bank of Canada (the "Bank") agrees to make available to DENSIGRAPHIX
KOPI INC. (the "Borrower") an Operating Line of Credit in the maximum amount of
$3,000,000.00 in Canadian Dollars and a Term Loan in the amount of $250,000.00
Canadian Dollars, subject to the terms and conditions set forth herein:

1.   CREDIT A - OPERATING LINE OF CREDIT
     -----------------------------------

     1.1  AMOUNT AND PURPOSE
          ------------------

          $3,000,000.00 in Canadian Dollars on a revolving credit to be used to
          finance the day-to-day operating purposes and to assist the financing
          for the acquisition of the preferred shares of Sel-Drum International
          Inc.

     1.2  SUB-LIMIT
          ---------

          COMMERCIAL LETTERS OF CREDIT
          ----------------------------

          The Borrower shall be entitled to use its credit for the issuance of
          Letters of Credit at sight.

          Any request for the issuance of a Letter of credit, which request may
          be made at any time by the Borrower, shall be subject to the following
          conditions:


<PAGE>   24



Offer of financing                                                        Page 2
================================================================================


     1.2.1     Written Notice
               --------------

               A prior written notice of two (2) business days must be given to
               the Bank.

     1.2.2     Limited Amount
               --------------

               The total amount of Letters of credit must never exceed 1 500
               000,00$ in Canadian dollars or its equivalent in any other
               currency acceptable to the Bank.

     1.2.3     Maturity Dates
               --------------

               Letters of credit shall be payable at sight and shall constitute
               a utilization of the credit to the extent of their nominal face
               value and shall automatically, when paid, become Floating Rate
               Advances and shall then bear interest at the interest rate
               hereinafter mentioned in paragraph 4.

     1.2.4     Commissions
               -----------

               The Borrower shall pay to the Bank at the date of issuance of any
               letter of credit a commission based on the usual scheduled fees
               of the Bank.

     1.2.5     Conditions
               ----------

               Each letter of credit to be issued shall be covered at 100% of
               its value by orders in hand.

1.3  TERM
     ----

This operating credit may be reviewed from time to time by the Bank and is
repayable on demand.

1.4  MODES OF FINANCING
     ------------------

Subject to the terms and conditions provided herein, the Borrower may, within
the amount available to it under the present credit, avail itself of Floating
Rate advances in CDN$.

================================================================================
Densigraphix Kopi Inc.

<PAGE>   25


Offer of financing                                                        Page 3
================================================================================


1.5  INTEREST RATE
     -------------

Floating Rate advances shall bear interest, until payment in full, at the
Canadian Prime Rate of the Bank plus 0.50% with interest at the same rate on any
amount in arrears. Interest shall be payable monthly on the 26th day of each
month.

1.6  ADVANCES AND REPAYMENT
     ----------------------

The Borrower may draw upon the amount made available to it by virtue of these
presents, at any time during the term of the credit, by satisfying the terms and
conditions specified herein and subject to the execution of any document that
may reasonably be requested by the Bank in order to give full effect to the
provisions contained herein.

Disbursement and repayment of the operating credit shall be made in multiples of
$25,000.00.

The principal amount of the Floating Rate advances shall be payable on demand.

The Borrower may repay all or part of its Floating Rate advances at any time
during the credit, without penalty.

1.7  FINANCING CONDITIONS
     --------------------

The aggregate total amount of advances made by virtue of this credit facility
shall not in any time exceed the value of:

     1.7.1     75% of the Borrower's net accounts receivable (excluding contra
               or intercompany accounts, accounts of doubtful quality and those
               aged 90 days or more); and

     1.7.2     50% of the Borrower's inventory (raw material and finished
               products) up to a maximum amount of $1,500,000.00.

The value of the Borrower's net accounts receivable and inventory shall be
established, from time to time, by the Bank, taking into account claims ranking
prior to the security of the Bank. The Borrower shall furnish to the Bank, on
the 20th day of each month, a detailed list of its accounts receivable according
to age, an inventory declaration on the

================================================================================
Densigraphix Kopi Inc.

<PAGE>   26


Offer of financing                                                        Page 4
================================================================================


standard form of the Bank, and a detailed list of its accounts payable for the
month ending on the last day of the preceding month.

2.   CREDIT B - TERM LOAN
     --------------------

     2.1  AMOUNT
          ------

          The Bank, subject to the terms and conditions hereof, agrees to make
          available to the Borrower a term loan in the amount of $250,000.00 in
          Canadian Dollars.

     2.2  TERM
          ----

          This loan is granted for a term of five (5) years effective as of the
          date of its disbursement.

     2.3  INTEREST RATE
          -------------

          At the option of the Borrower, this loan shall bear interest at the
          Bank's Canadian Prime Rate plus 1.50% per year (Floating Rate) or at
          the Rate Offered by the Bank plus 2.75% per year (fixed rate) with
          interest at the same rate on all amounts in arrears. Interest shall be
          payable monthly on the 26th day of each month.

     2.4  DISBURSEMENT
          ------------

          The Borrower shall use the present term loan by way of a single
          disbursement to be made prior to October 31st, 1999. Thereafter, the
          Bank reserves the right to discontinue making advances under the said
          financing.

     2.5  REPAYMENT TERMS AND CONDITIONS
          ------------------------------

          This loan shall be repaid on the basis of an amortization period of
          five (5) years in fifty-nine (59) equal and consecutive monthly
          instalments of $4,166.67 and a last instalment of $4,166.47 in
          principal, payable on the first day of each month, the first of such
          instalments to become due and payable the first month following the
          date of the disbursement. The balance of principal, interest, fees,
          accessories and all other sums that may be due to

================================================================================
Densigraphix Kopi Inc.

<PAGE>   27


Offer of financing                                                        Page 5
================================================================================


          the Bank under the present loan shall be repaid on the date of the
          last instalment without further notice.

     2.6  PREPAYMENTS
          -----------

          The Borrower may, at any time, prepay in whole or in part, the
          floating rate term loan upon payment of a penalty equal to three (3)
          months of interests on the principal amount prepaid. Partial
          prepayments will be applied in reverse order of scheduled repayment.

          The Borrower, if the fixed rate is chosen, may not prepay all or part
          of the term loan provided for herein.

3.   SECURITY
     --------

     To secure the repayment of Credit A and Credit B, the payment of interest,
     fees and all of the amounts payable thereunder and the performance of its
     obligations towards the Bank, the Borrower undertakes to provide to the
     Bank the following security, in accordance with the forms in use at the
     Bank:

     3.1  a first ranking movable hypothec in the amount of $3,000,000.00 on all
          the accounts receivable and inventory, present and future, including
          also, without limitation, an additional hypothec in the amount of
          $600,000.00 and all other standard protection clauses in favour of the
          Bank.

     3.2  a security in virtue of Section 427 of the Bank Act;

     3.3  a movable hypothec with delivery (pledge) of all of the shares of
          Sel-Drum Imaging Corporation, owned or to be owned by the Borrower
          under this financing.

     3.4  a first universal hypothec in the amount of $3,250,000.00 on all the
          assets, movable and immovable, present and future (collectively the
          "Hypothecated property"), including also, without limitation, an
          additional hypothec in the amount of $650,000.00 and all other
          standard protection clauses in favour of the Bank (subject only to the
          Permitted Encumbrances being the hypothec in favour of the Bank
          referred to in paragraph 3.1 hereinabove).

================================================================================
Densigraphix Kopi Inc.


<PAGE>   28

Offer of financing                                                        Page 6
================================================================================


     3.5  an unconditional letter of guarantee in the amount of $3,250,000.00 by
          C. Cotran Holdings Inc.

     3.6  a rider designating the Bank as loss payee of the proceeds of all-risk
          insurance on the Hypothecated property as security, up to the full
          replacement value thereof.

4.   REPRESENTATIONS AND WARRANTIES
     ------------------------------

     The Borrower, for itself and for the guarantor, represents and warrants to
     the Bank that:

     4.1  They are duly constituted, registered and organized companies and are
          in good standing under the laws governing them, and they have the
          powers, permits and licences required to carry on their business and
          to own, operate and administer their property.

     4.2  There has been no material adverse change in their financial position
          since the date of their most recent internal financial statements
          which have been provided to the Bank. These statements represent
          fairly, at the date they were drawn up, their financial position. The
          Borrower does not foresee incurring any significant liabilities which
          have not already been disclosed to the Bank.

     4.3  They are not a party to any litigation or legal proceedings which
          could have a material effect on their financial position or on their
          ability to carry on their business.

     4.4  They are not in default under the agreements to which they are a party
          nor under the legislation and regulations applicable to the conduct of
          their business including, without limitation, any environmental
          requirements.

     4.5  All taxes, assessments, deductions at source, income tax or annuities
          for which the payment thereof is guaranteed by prior claim and/or
          legal hypothec have been paid by the Borrower without subrogation or
          consolidation.

     4.6  They have the power to borrow money and give security without any
          restriction.

================================================================================
Denisgraphix Kopi Inc.

<PAGE>   29


Offer of financing                                                        Page 7
================================================================================


5.   CONDITIONS PRECEDENT TO ANY DISBURSEMENT
     ----------------------------------------

     At the time of the disbursement of the credit facilities, the Borrower
     shall, as applicable, provide, execute or perform the following to the
     satisfaction of the Bank and its legal advisers:

     5.1  Representations and warranties
          ------------------------------

          The representations and warranties contained in the Section entitled
          "REPRESENTATIONS AND WARRANTIES" hereof shall continue to be true and
          exact and shall survive the execution of this or any subsequent
          agreements. No event of default shall have occurred and no other event
          shall exist that is likely to materially adversely affect the
          financial position of the Borrower or of the guarantors

     5.2  Documents required
          ------------------

          The following documents shall be furnished to the Bank in form and
          substance satisfactory to it for the Borrower and the Guarantor:

          5.2.1     a duly certified copy of the corporate documents and
                    certificates of good standing and conformity in accordance
                    with the applicable laws;

          5.2.2     a duly certified copy of the borrowing by-laws and the
                    resolutions of the Board of Directors relating to the
                    authority to execute these presents and to perform their
                    obligations hereunder and in virtue of the security
                    documents;

          5.2.3     a certificate setting forth the functions and signatures of
                    the individuals authorized to represent them;

          5.2.4     a written opinion, in form and substance acceptable to the
                    Bank and its legal advisers, from the legal advisers of the
                    Borrower and of the Guarantor regarding the status and the
                    capacity to perform the obligations described in this Offer
                    and in virtue of the security documents;

================================================================================
Densigraphix Kopi Inc.

<PAGE>   30


Offer of financing                                                        Page 8
================================================================================

          5.2.5     a copy of the offer to purchase for the shares of Sel-Drum
                    International Inc., which is to be satisfactory to the Bank;

          5.2.6     a chartered accountant certificate stating that shareholders
                    have invested at least $2,500,000.00 Canadian Dollars in the
                    Borrower without right to be repaid before the Bank except
                    as required interest payments of up to 12% and until the
                    Bank has been repaid of Credit B (Mezzanine Financing)
                    and C (Bridge Loan) made available  to C. Cotran Holding
                    Inc. by virtue of an offer of  financing dated July 19,
                    1999, together with a copy of the  Investment Agreement;

          5.2.7     completion to the Bank's satisfaction of questionnaire with
                    respect to environmental and Year 2000 matters;

          5.2.8     the instruments or contracts creating the security
                    contemplated in Section 3 duly executed and duly registered
                    or filed in all places in Quebec or elsewhere where such
                    registration or filing is necessary and duly signified or
                    served when such signification or service is required under
                    the terms thereof;

          5.2.9     evidence satisfactory to the Bank that all real estate,
                    including municipal and school taxes affecting the
                    Hypothecated property have been paid in full, without
                    subrogation;

          5.2.10    evidence, in form and substance acceptable to the Bank and
                    its legal advisers, that the property given as security is
                    duly insured against loss or damage caused by fire and any
                    other risk;

          5.2.11    a written opinion from the Bank's legal advisers regarding
                    the registration and rank of the security documents provided
                    for in this Offer;

          5.2.12    payment in full of the set-up fees charged by the Bank;

          5.2.13    acceptance by C. Cotran Holdings Inc. and Sel-Drum
                    Corporation of their respective offers; and

          5.2.14    any other document that the Bank may reasonably request.

================================================================================
Densigraphix Kopi Inc.


<PAGE>   31


Offer of financing                                                        Page 9
================================================================================


6.   OBLIGATIONS OF THE BORROWER
     ---------------------------

     6.1  Positive covenants
          ------------------

          Until payment in full of any amount due under the terms of this Offer,
          the Borrower shall:

          6.1.1     carry on its business in a diligent and continuous manner;

          6.1.2     use the proceeds of the financing for the purposes provided
                    for herein;

          6.1.3     at all times, give the Bank's representatives the right to
                    inspect its establishments and provide access thereto, and
                    further permit the Bank's representatives to examine its
                    books of account and other records, and take extracts
                    therefrom and/or copies thereof;

          6.1.4     obtain and maintain in effect the permits and licenses
                    required to carry on its business;

          6.1.5     notify the Bank, without delay, of any event of default or
                    any event which, following notice or the expiry of a delay,
                    could constitute an event of default;

          6.1.6     punctually pay all taxes, assessments, deductions at source,
                    income tax or annuities for which the payment thereof is
                    guaranteed by prior claim and/or legal hypothec, without
                    subrogation or consolidation;

          6.1.7     provide the Bank with monthly prepared financial statements
                    within forty-five (45) days of the end of each month for
                    Densigraphix Kopi Inc., Sel-Drum Corporation and Sel-Crum
                    Corporation (USA) Inc.;

          6.1.8     provide the Bank with quaterly consolidated financial
                    statements within forty-five (45) days of the end of each
                    quarter for C. Cotran Holdings Inc. and Sel-Drum
                    International Inc.;

          6.1.9     provide the Bank with audited financial statements within
                    ninety (90) days of the end of the fiscal year for C. Cotran
                    Holdings Inc. (consolidated and non-consolidated), and
                    within one hundred and twenty (120) days of the end of the
                    fiscal year for Sel-Drum International Inc.

================================================================================
Densigraphix Kopi Inc.

<PAGE>   32

Offer of financing                                                       Page 10
================================================================================


                    (consolidated) Sel-Drum Imaging Corporation, Sel-Drum
                    Corporation and Sel-Drum Corporation (USA) Inc.;

          6.1.10    conduct all or the greater part of its business with the
                    Bank;

     6.2  Negative covenants
          ------------------

          The Borrower undertakes not to carry out the following transactions or
          operations without obtaining the prior written consent from the Bank:

          6.2.1     substantially change the nature of its operations or
                    business;

          6.2.2     change the voting control of the Borrower, C. Cotran
                    Holdings Inc. and Sel-Drum International Inc., which is
                    directly or indirectly held or to be held by Camille Cotran;

          6.2.3     merge with another company, dissolve or wind up the company.

          6.2.4     create or permit the existence of security on the
                    Hypothecated property, except for permitted encumbrances;

          6.2.5     make an investment or provide financial assistance to its
                    partners, officers, directors, affiliated entities or any
                    third party by way of a loan, a guarantee or otherwise,
                    except in the course of the project submitted to the Bank.

     6.3  Environmental obligations
          -------------------------

          6.3.1     The Borrower shall comply with the requirements of all
                    legislative and regulatory environmental provisions (the
                    "Environmental Requirements") and shall at all times
                    maintain the authorizations, permits and certificates
                    required under these provisions.

          6.3.2     The Borrower shall immediately notify the Bank of any
                    notice, order, decree or fine that it may receive or be
                    ordered to pay relating to Environmental Requirements in
                    connection with its business or property and in the event of
                    any release or discovery of any contaminant upon, under or
                    over its property or any contiguous real property.

================================================================================
Densigraphix Kopi Inc.

<PAGE>   33

Offer of financing                                                       Page 11
================================================================================


          6.3.3     At the request and upon the conditions set forth by the
                    Bank, the Borrower shall, at its own cost, provide the Bank
                    with all the informations that the Bank may require
                    regarding the environmental situation of the Borrower. In
                    the event that any Environmental Requirements are not being
                    respected, the Borrower shall effect the necessary work to
                    ensure that its business and property meet the Environmental
                    Requirements within a delay acceptable to the Bank.

          6.3.4     The Borrower undertakes to indemnify the Bank for any damage
                    which the Bank may suffer or any responsibility which it may
                    incur as a result of the non-compliance with Environmental
                    Requirements.

          6.3.5     The provisions of and undertakings and indemnification set
                    out in this Section shall survive the satisfaction and
                    release of the security for, and payment and satisfaction of
                    the indebtedness and liability of the Borrower to the Bank
                    pursuant to the terms hereof.

7.   DEFAULT
     -------

     7.1  Events of Default
          ------------------

          The occurrence of one or more of the following events, shall
          constitute a default under this Offer:

          7.1.1   if the Borrower fails to make a payment, on demand or when
                  due, of principal under the terms hereof; or

          7.1.2   if the Borrower fails to make a payment, when due, of
                  interest, fees or any other amount which may become due
                  hereunder or under any of the security documents provided
                  for herein; or

          7.1.3   if the Borrower fails to perform or otherwise breaches any
                  obligation hereunder or pursuant to any of the security
                  documents provided for herein; or

          7.1.4   if the Borrower becomes subject to any of the provisions of
                  the Bankruptcy and Insolvency Act (Canada) or of any other
                  bankruptcy, insolvency, proposal or winding up legislation;
                  or

================================================================================
Densigraphix Kopi Inc.

<PAGE>   34

Offer of financing                                                       Page 12
================================================================================


          7.1.5     if proceedings are instituted for the Borrower's
                    dissolution, winding-up or suspension of its operations;
                    including for any readjustment of the indebtedness of the
                    Borrower; or

          7.1.6     if the property of the Borrower or a substantial part
                    thereof becomes subject to a hypothecary recourse or be
                    subject to a taking of possession by a creditor or be seized
                    or if a sequestrator is appointed; or

          7.1.7     if the Borrower is in default under any other contracts,
                    agreements or writings with the Bank or any other financial
                    institution; or

          7.1.8     if any representation or warranty made by the Borrower
                    herein or in any document or certificate furnished to the
                    Bank in connection herewith proves to be materially
                    incorrect or erroneous in an important manner or

          7.1.9     if, in the opinion of the Bank,

                    -    there is a deterioration in the Borrower's financial
                         position;

                    -    the Borrower contravenes the provisions, whether of a
                         legislative, regulatory, administrative or other
                         nature, of the federal, provincial, municipal or other
                         authorities as regards environmental pollution, toxic
                         substances or other causes endangering the environment
                         or public health and safety or other laws, to which the
                         Borrower's activities and property are subject.

          7.1.10    any default occurs with respect to the terms and conditions
                    of the Offer of financing made to Densigraphix Kopi Inc.
                    and/or Sel-Drum Corporation concurrently to this Offer shall
                    also constitute default under this Offer.

     7.2  Rights and recourse of the Bank
          -------------------------------

          Without limiting the Bank's rights hereunder or under the security and
          subject to its other rights and recourse in the even of default:

          7.2.1     the Bank may declare liquid and exigible all monetary
                    obligations of the Borrower still outstanding at that time
                    and claim for the

================================================================================
Densigraphix Kopi Inc.

<PAGE>   35

Offer of financing                                                       Page 13
================================================================================

                    Borrower, with no other notice of default, immediate payment
                    of the principal, interest, fees and any other amount,
                    including the fees incurred by the Bank for the collection
                    and protection of the debt and the execution of any other
                    obligation of the Borrower;

          7.2.2     the Borrower shall lose all its rights and privileges
                    hereunder including, without limitation, the right to
                    receive additional advances;

          7.2.3     the Bank may charge the Borrower reasonable analysis,
                    administration and follow-up charges and may also incur and
                    pay any reasonable amount for services rendered (including
                    the fees for legal counsel, accountants or any other
                    professional whose services may be required or deemed
                    necessary) with respect to the realization, sale, transfer,
                    delivery or payment to be made in the exercise of any
                    security held by the Bank and may withhold such charges and
                    fee amounts from the proceeds of the realization of
                    security;

          7.2.4     any amount collected or received by the Bank, including the
                    balance of any proceeds of the realization on security, may
                    be withheld by the Bank and may, at the Bank's discretion,
                    be charged to any portion of the Borrower's indebtedness to
                    the Bank;

          7.2.5     any amount incurred and paid by the Bank to realize, retain
                    or preserve any security given by the Borrower to the Bank
                    hereunder or by law, shall bear interest at the Canadian
                    Prime Rage of the Bank plus 3% per annum until payment of
                    said amount.

     7.3  Waiver, Omission and Cumulative Recourse
          ----------------------------------------

          The Bank may grant delays, accept or waive security, accept
          arrangements, grant releases and discharges and transact with the
          Borrower as it shall deem acceptable without in any way limiting the
          responsibility of the Borrower or infringing on the rights of the Bank
          under the security provided for hereunder.

          The omission on the part of the Bank to notify the borrower of any
          event of default hereunder or to avail itself of any of its rights
          hereunder shall not be construed as a waiver by the Bank to take
          recourse in the event of such default or to exercise its right.

================================================================================
Densigraphix Kopi Inc.

<PAGE>   36

Offer of financing                                                       Page 14
================================================================================

                Acceptance by the Bank following any default by the Borrower of
                any sum owing to it or its exercising of any right or recourse
                shall not preclude the Bank from exercising any other right or
                recourse, which it may have, whether pursuant to any agreement
                or otherwise provided by law, said rights and recourses of the
                Bank being cumulative and not alternative, and in addition to
                and not in substitution for, any other right or recourse of the
                Bank.

8.   MISCELLANEOUS PROVISIONS
     ------------------------

     8.1  Definitions
          -----------

          For the purposes hereof, the following words and phrases shall have
          the following meaning:

          8.1.1    "CANADIAN DOLLARS" "CAN DOLLARS" "CDN$": means lawful money
                    of Canada.

          8.1.2    "CANADIAN PRIME RATE": means the annual variable rate of
                    interest announced from time to time by the Bank and used to
                    determine the interest rates on Canadian Dollars commercial
                    loans granted by the Bank in Canada.

          8.1.3     "DEBT" OR "TOTAL INDEBTEDNESS" OR "CREDIT FACILITY" OR
                    "ADVANCES": means the aggregate amount of principal,
                    interest and accessories due by the Borrower hereunder.

          8.1.4     "FLOATING RATE": means the interest rate applicable to
                    floating rate advances made hereunder in Canadian Dollars.

          8.1.5     "PERMITTED ENCUMBRANCES": refers collectively to charges
                    created by the security document granted from time to time
                    in virtue of these presents and any other charge which
                    constitutes a "Permitted Encumbrance", as may be defined in
                    the said documents.

          8.1.6     "RATE OFFERED": means the annual interest rate determined
                    from time to time by the Bank, for the term chosen by the
                    Borrower, as

================================================================================
Densigraphix Kopi Inc.

<PAGE>   37


Offer of financing                                                       Page 15
================================================================================

                    being the fixed interest rate applicable to its commercial
                    fixed rate term loans granted in Canada for the same term.

     8.2  Accounting terms
          ----------------

          Unless another definition is provided hereunder, each accounting term
          used in this Offer shall have the meaning ascribed to it in accordance
          with accounting principles generally accepted by the Canadian
          Institute of Chartered Accountants.

     8.3  Currency and place of payment
          -----------------------------

          All amounts due by the Borrower under this offer shall be paid by the
          Borrower to the Bank, at the branch of the Bank where the Borrower
          operates its bank account, in Canadian Dollars.

     8.4  Calculation of interest and arrears
          -----------------------------------

          8.4.1     Unless otherwise provided for herein, interest on any amount
                    due hereunder shall be calculated daily and not in advance
                    on the basis of a 365-day year.

          8.4.2     For the purposes of the Interest Act (Canada) in the case of
                    a leap year, the annual interest rate corresponding to the
                    interest calculated on the basis of a 365-day year is equal
                    to the interest rate thus calculated multiplied by 366 and
                    divided by 365.

          8.4.3     Any amount of principal, interest, commission, discount or
                    of any other nature remaining unpaid at maturity, shall bear
                    interest at the rate provided for herein, being understood
                    that the said interest rate on arrears shall not exceed the
                    maximum rate provided by law.

          8.4.4     Interest on arrears shall be compounded daily and payable on
                    demand.

     8.5  Records
          -------

          The Bank shall keep records and computerized data evidencing the
          transactions performed under this financing. Such records or
          computerized

================================================================================
Densigraphix Kopi Inc.

<PAGE>   38

Offer of financing                                                       Page 16
================================================================================

          data shall be presumed to reflect these transactions and shall
          constituted evidenced of the debt due to the Bank.

     8.6  Account debits
          --------------

          The Borrower irrevocably authorizes the Bank to debit periodically or
          from time to time any bank account it may maintain with the Bank in
          order to pay all or part of the amounts it may owe to the Bank
          hereunder.

     8.7  Non-Business Days
          -----------------

          Should any payment of capital or interest hereunder become due on a
          day which is not a Business Day, the due date thereof shall be
          extended to the immediate following Business Day.

     8.8  Invalidity of any provisions hereunder
          --------------------------------------

          Any decision of a court to the effect that any of the provisions
          hereunder are null and void or non-executory shall in no way affect,
          invalidate or render unenforceable the other provisions hereunder.

     8.9  Modifications
          -------------

          Any modifications hereto or waiver of a right thereunder is without
          effect if it is not expressly made and evidenced in a written document
          executed between the parties hereto.

     8.10 Others documents
          ----------------

          The Borrower shall do all things and sign all documents which may be
          deemed necessary or appropriate by the Bank for the purposes of giving
          full effect to the terms, conditions, undertakings and security
          provided herein.

     8.11 Final agreement and interpretation
          ----------------------------------

          Upon acceptance and execution by the Borrower, this Offer shall
          constitute the final agreement between the parties hereto with, the
          exception of any further written modification agreed by the parties
          and replaces and supersedes any prior agreements verbal or written
          between the parties related to the financing described herein.

================================================================================
Densigraphix Kopi Inc.

<PAGE>   39

Offer of financing                                                       Page 17
================================================================================


          Notwithstanding the foregoing, this Offer does not create novation and
          does not constitute any derogation to the rights, privileges and
          remedies of the Bank under the terms of any agreements, promissory
          notes and/or any instruments or contracts regarding the facilities or
          the security contemplated herein and executed by the Borrower prior to
          the date of this Offer. The Borrower represents and warrants that the
          rights, privileges and remedies of the Bank under these agreements,
          promissory notes and security documents have not been modified and
          cover the Borrower's obligations contemplated herein, the whole
          without novation.

9.   REVIEW
     -------

     Notwithstanding any provisions to the contrary, the terms and conditions
     provided for herein are subject to be reviewed by the Bank on April 30,
     2000, based upon the Borrower's financial statements which it shall furnish
     the Bank, in accordance with the provisions herein.

     Upon review, renewal fees of 0.25% of the amount of the operating line of
     credit shall be payable by the Borrower to the Bank.

10.  FEES
     ----

     10.1 Non-refundable set-up fees of $17,500.00 shall be payable by the
          Borrower upon acceptance of this Offer.

     10.2 The legal fees and expenses relating to this Offer and to the
          preparation of the security documents required herein and the
          registration, if required, shall be payable by the Borrower in
          addition to the fees stipulated hereinabove.

11.  ACCESS TO INFORMATION
     ---------------------

     The Borrower hereby authorizes any personal information agent, financial
     institution, creditor, tax authority, employer or any other person,
     including any public body, holding information concerning the Borrower or
     its property including any financial information or with respect to any
     undertaking or surety given by the Borrower in favour of third parties, to
     supply such information to the Bank for the

================================================================================
Densigraphix Kopi Inc.

<PAGE>   40

Offer of financing                                                       Page 18
================================================================================

     purposes of verifying information provided to the Bank or that will be
     provided by the Borrower and to ensure its solvency at all times.

12.  NOTICES
     -------

     Any notice or demand to or upon the respective parties hereto shall be in
     writing and shall be validly communicated by the delivery thereof to its
     addressee, by a delivery, certified mail, postage prepaid, or by
     transmitting the same by fax, to the addressee hereinafter mentioned, or at
     such other address as any of the parties hereto may hereafter notify the
     other in writing:

                           NATIONAL BANK OF CANADA
                           Central Montreal Regional Centre
                           Bank Tower and North
                           600, de La Gauchetiere Street West
                           Ground Floor
                           Montreal (Quebec)
                           H3B 4L2

                           Fax:     (514) 394-4144

                           To the attention of:  Suzanne Werbiski
                           -------------------   Account Manager


                           DENSIGRAPHIX KOPI INC.
                           220 Industriel Boulevard
                           Boucherville (Quebec)
                           J4B 2X4

                           Fax:     (450) 641-4332

                           To the attention of:  Camille Cotran
                           -------------------   President

     Any such notice or demand sent as aforesaid shall be deemed to have been
     received by the party to whom it is addressed upon delivery, if delivered,
     and on the actual receipt thereof, if sent by certified mail, and when
     transmitted, if sent by fax;

================================================================================
Densigraphix Kopi Inc.

<PAGE>   41

Offer of financing                                                       Page 19
================================================================================


     provided, however, that in the event normal mail service or fax service
     shall be interrupted by strike, "force majeure" or other cause, then the
     party sending the notice or demand shall use anyone of the said services
     which has not been so interrupted or, failing the availability of any such
     service, any other mode of communication which shall ensure prompt receipt
     of such notice or demand by the other party.

13.  GOVERNING LAW
     -------------

     This Offer shall be construed and interpreted in accordance with the laws
     of the Province of Quebec.

14.  LANGUAGE (QUEBEC)
     -----------------

     The parties declare that they have requested and do hereby confirm their
     request that the present Offer and the ancillary documents related thereto
     be in English; les parties declarent qu'elles ont exige et par la presente
     confirment leur demande que la presente offre ainsi que les documents
     connexes soient rediges en anglais.

15.  PREPARATION OF LEGAL DOCUMENTATION
     ----------------------------------

     Once this Offer has been accepted, we will ask our legal advisers to draw
     up the applicable security documents in accordance with standards
     acceptable to the Bank.

We hope that our financial support will continue to contribute to your company's
development.

Yours truly,

NATIONAL BANK OF CANADA


Per: /s/ Michel Gendron                     Per:
    ----------------------------------          ----------------------------
    Michel Gendron                              Suzanne Werbiski
    Vice-President                              Account Manager

================================================================================
Densigraphix Kopi Inc.

<PAGE>   42
Offer of financing                                                       Page 20
================================================================================


ACCEPTANCE

WE ACCEPT THE TERMS AND CONDITIONS OF YOUR OFFER OF FINANCING.

We, undersigned, hereby authorize the National Bank of Canada to gather any
information relating to our financial situation and/or credit history from any
credit agency and/or financial institution and/or employer and/or person with
whom we have or may have a business relationship with. We also authorize the
National Bank of Canada to release this information to such persons.

The National Bank of Canada may use the information it has obtained to make
decisions regarding any credit facility or any other services made available to
us or to be made available to us.

THIS 23rd day of July, 1999.


DENSIGRAPHIX KOPI INC.

Per: /s/ Camille Cotran
     ---------------------------------
         Camille Cotran


GUARANTOR

C. COTRAN HOLDING INC.

Per: /s/ Camille Cotran
     ----------------------------------
         Camille Cotran


================================================================================
Densigraphix Kopi Inc.
<PAGE>   43
                                                           SCHEDULE C


                                                           July 19th, 1999


SEL-DRUM CORPORATION
c/o:  C. COTRAN HOLDING INC.
220 Industriel Boulevard
Boucherville (Quebec)
J4B 2X4

Attention of Mr Camille Cotran, president
-----------------------------------------

RE:      Offer of Financing
---------------------------

Dear Sir:


As indicated in the Transmission Letter to which this offer is attached,
National Bank of Canada (the "Bank") agrees to make available to SEL-DRUM
CORPORATION (the "Borrower") an Operating Line of Credit in the maximum amount
of $4,200,000.00 in Canadian Dollars and a Term Loan in the amount of
$500,000.00 Canadian Dollars, subject to the terms and conditions set forth
herein:

1.       CREDIT A - OPERATING LINE OF CREDIT
         -----------------------------------

         1.1      AMOUNT AND PURPOSE
                  ------------------

                  $4,200,000.00 in Canadian Dollars on a revolving credit to be
                  used to finance the day-to-day operating purposes and to
                  assist the reimbursement of Credit C made available to C.
                  COTRAN HOLDING INC. in virtue of the Offer of financing
                  attached to the Transmission Letter as Schedule A.

         1.2      SUB-LIMIT
                  ---------

                  COMMERCIAL LETTERS OF CREDIT
                  ----------------------------

                  The Borrower shall be entitled to use its credit for the
                  issuance of Letters of Credit at sight.

<PAGE>   44



Offer of financing                                                      Page 2
===============================================================================

         Any request for the issuance of a Letter of credit, which request may
         be made at any time by the Borrower, shall be subject to the following
         conditions:


         1.2.1    Written Notice
                  --------------

                  A prior written notice of two (2) business days must be given
                  to the Bank.

         1.2.2    Limited Amount
                  --------------

                  The total amount of Letters of credit must never exceed
                  $1,500,000.00 in Canadian dollars or its equivalent in any
                  other currency acceptable to the Bank.

         1.2.3    Maturity Dates
                  --------------

                  Letters of credit shall be payable at sight and shall
                  constitute a utilization of the credit to the extent of their
                  nominal face value and shall automatically, when paid, become
                  Floating Rate Advances and shall then bear interest at the
                  interest rate hereinafter mentioned in paragraph 4.

         1.2.4    Commissions
                  -----------

                  The Borrower shall pay to the Bank at the date of issuance of
                  any letter of credit a commission based on the usual scheduled
                  fees of the Bank.

         1.2.5    Conditions
                  ----------

                  Each letter of credit to be issued shall be covered at 100% of
                  its value by orders in hand.

1.3      TERM
         ----

This operating credit may be reviewed from time to time by the Bank and is
repayable on demand.

===============================================================================
Sel-Drum Corporation

<PAGE>   45

Offer of financing                                                      Page 3
===============================================================================

         1.4      MODES OF FINANCING
                  ------------------

         Subject to the terms and conditions provided herein, the Borrower may,
         within the amount available to it under the present credit, avail
         itself of Floating Rate advances in CDN$.

         1.5      INTEREST RATE
                  -------------

         Floating Rate advances shall bear interest, until payment in full, at
         the Canadian Prime Rate of the Bank plus 0.50% with interest at the
         same rate on any amount in arrears. Interest and fees shall be payable
         monthly on the 26th day of each month.

         1.6      ADVANCES AND REPAYMENT
                  ----------------------

         The Borrower may draw upon the amount made available to it by virtue of
         these presents, at any time during the term of the credit, by
         satisfying the terms and conditions specified herein and subject to the
         execution of any document that may reasonably be requested by the Bank
         in order to give full effect to the provisions contained herein.

         Disbursement and repayment of the operating credit shall be made in
         multiples of $25,000.00.

         The principal amount of the Floating Rate advances shall be payable on
         demand.

         The Borrower may repay all or part of its Floating Rate advances at any
         time during the credit, without penalty.

         1.7      FINANCING CONDITIONS
                  --------------------

         The aggregate total amount of advances made by virtue of this credit
         facility shall not in any time exceed the value of:

                  1.7.1    75% of the Borrower's net accounts receivable
                           (excluding contra or intercompany accounts, accounts
                           of doubtful quality and those aged 90 days or more);
                           and

                  1.7.2    50% of the Borrower's inventory (raw material and
                           finished products) up to a maximum amount of
                           $1,500,000.00; and

===============================================================================
Sel-Drum Corporation

<PAGE>   46

Offer of financing                                                      Page 4
===============================================================================

                  1.7.3    the lesser of Sel-Drum Corporation (USA) Inc.'s
                           corporate guarantee of $2,000,000.00 or 65% of the
                           equivalent in Canadian Dollars of Sel-Drum
                           Corporation (USA) Inc.'s net accounts receivable
                           (excluding contra or intercompany accounts, accounts
                           of doubtful quality and those aged 90 days or more);
                           and

                  1.7.4    50% of the equivalent in Canadian Dollars of Sel-Drum
                           Corporation (USA) Inc.'s inventory (raw material and
                           finished products).

         The value of the Borrower's and Sel-Drum Corporation (USA) Inc.'s net
         accounts receivable and inventory shall be established, from time to
         time, by the Bank, taking into account claims ranking prior to the
         security of the Bank. The Borrower shall furnish to the Bank, on the
         20th day of each month, a detailed list of their accounts receivable
         according to age, an inventory declaration on the standard form of the
         Bank, and a detailed list of their accounts payable for the month
         ending on the last day of the preceding month.


2.       CREDIT B - TERM LOAN
         --------------------

         2.1      AMOUNT
                  ------

                  The Bank, subject to the terms and conditions hereof, agrees
                  to make available to the Borrower a term loan in the amount of
                  $500,000.00 in Canadian Dollars.

         2.2      TERM
                  ----

                  This loan is granted for a term of five (5) years effective as
                  of the date of its disbursement.

         2.3      INTEREST RATE
                  -------------

                  At the option of the Borrower, this loan shall bear interest
                  at the Bank's Canadian Prime Rate plus 1.50% per year
                  (floating rate) or at the rate offered by the Bank plus 2.75%
                  per year (fixed rate) with interest at the same rate on all
                  amounts in arrears. Interest shall be payable monthly on the
                  26th day of each month.

===============================================================================
Sel-Drum Corporation

<PAGE>   47

Offer of financing                                                      Page 5
===============================================================================

         2.4      DISBURSEMENT
                  ------------

                  The Borrower shall use the present term loan by way of a
                  single disbursement to be made prior to October 31st, 1999.
                  Thereafter, the Bank reserves the right to discontinue making
                  advances under the said financing.

         2.5      REPAYMENT TERMS AND CONDITIONS
                  ------------------------------

                  This loan shall be repaid on the basis of an amortization
                  period of five (5) years in fifty-nine (59) equal and
                  consecutive monthly instalments of $8,333.33 and a last
                  instalment of $8,333.53 in principal, payable on the first day
                  of each month, the first of such instalments to become due and
                  payable the first month following the date of the
                  disbursement. The balance of principal, interest, fees,
                  accessories and all other sums that may be due to the Bank
                  under the present loan shall be repaid on the date of the last
                  instalment without further notice.

         2.6      PREPAYMENTS
                  -----------

                  The Borrower may, at any time, prepay in whole or in part, the
                  floating rate term loan upon payment of a penalty equal to
                  three (3) months of interests on the principal amount prepaid.
                  Partial prepayments will be applied in reverse order of
                  Scheduled repayment.

                  The Borrower, if the fixed rate is chosen, may not prepay all
                  or part of the term loan provided for herein.


3.       SECURITY
         --------

         To secure the repayment of Credit A and Credit B, the payment of
         interest fees and all of the amounts payable thereunder and the
         performance of its obligations towards the Bank, the Borrower
         undertakes to provide to the Bank the following security, in accordance
         with the forms in use at the Bank:

         3.1      a first ranking security interst in the amount of
                  $4,200,000.00 on all the accounts receivable and inventory,
                  present and future, including also, without limitation, all
                  other standard protection clauses in favour of the Bank to be
                  registered in Quebec, Ontario and British Columbia.

===============================================================================
Sel-Drum Corporation

<PAGE>   48

Offer of financing                                                      Page 6
===============================================================================

         3.2      a security under of Section 427 of the Bank Act;

         3.3      a general assignment of Book Debts;

         3.4      a first ranking chattel mortgage and security interest in the
                  amount of $4,700,000.00 on all the assets, movable and
                  immovable, present and future (collectively the "Hypothecated
                  property"), of the Borrower, including also, without
                  limitation, and all other standard protection clauses in
                  favour of the Bank (subject only to the Permitted Encumbrances
                  being the hypothec in favour of the Bank referred to in
                  paragraph 3.1 hereinabove);

         3.5      an unconditional letter of guarantee in the amount of
                  $2,000,000.00 by Sel-Drum Corporation (USA) Inc. supported by
                  a first ranking security interest on all assets of Sel-Drum
                  Corporation (USA) Inc. with UCC filing, including also,
                  without limitation, all other standard protection clauses in
                  favour of the Bank.

         3.6      a postponement agreement by Sel-Drum Corporation (USA) Inc. on
                  all the accounts receivable and inventory, present and future,
                  including also, without limitation, all other standard
                  protection clauses in favour of the Bank.

         3.7      an unconditional letter of guarantee from Sel-Drum
                  International Inc. and Sel-Drum Imaging Corporation severally
                  for the amount of $5,000,000.00;

         3.8      an unconditional letter of guarantee in the amount of
                  $5,000,000.00 by C. Cotran Holdings Inc.;

         3.9      a rider designating the Bank as loss payee of the proceeds of
                  all-risk insurance on the Hypothecated property as security,
                  up to the full replacement value thereof.

4.       REPRESENTATIONS AND WARRANTIES
         ------------------------------

         The Borrower, for itself and for the guarantor, represents and warrants
         to the Bank that:

         4.1      They are duly constituted, registered and organized companies
                  and are in good standing under the laws governing them, and
                  they have the powers,

===============================================================================
Sel-Drum Corporation

<PAGE>   49

Offer of financing                                                      Page 7
===============================================================================

                  permits and licences required to carry on their business and
                  to own, operate and administer their property.

         4.2      There has been no material adverse change in their financial
                  position since the date of their most recent internal
                  financial statements which have been provided to the Bank.
                  These statements represent fairly, at the date they were drawn
                  up, their financial position. The Borrower does not foresee
                  incurring any significant liabilities which have not already
                  been disclosed to the Bank.

         4.3      They are not a party to any litigation or legal proceedings
                  which could have a material effect on their financial position
                  or on their ability to carry on their business.

         4.4      They are not in default under the agreements to which they are
                  a party nor under the legislation and regulations applicable
                  to the conduct of their business including, without
                  limitation, any environmental requirements.

         4.5      All taxes, assessments, deductions at source, income tax or
                  annuities for which the payment thereof is guaranteed by prior
                  claim and/or legal hypothec have been paid by the Borrower
                  without subrogation or consolidation.

         4.6      They have the power to borrow money and give security without
                  any restriction.


5.       CONDITIONS PRECEDENT TO ANY DISBURSEMENT
         ----------------------------------------

         At the time of the disbursement of the credit facilities, the Borrower
         shall, as applicable, provide, execute or perform the following to the
         satisfaction of the Bank and its legal advisers:

5.1      Representations and Warranties
         ------------------------------

         The representations and warranties contained in the Section entitled
         "REPRESENTATIONS AND WARRANTIES" hereof shall continue to be true and
         exact and shall survive the execution of this or any subsequent
         agreements. No event of default shall have occurred and no other event
         shall exist that is likely to materially adversely affect the financial
         position of the Borrower or of the guarantors

===============================================================================
Sel-Drum Corporation

<PAGE>   50

Offer of financing                                                      Page 8
===============================================================================

         5.2      Documents required
                  ------------------

                  The following documents shall be furnished to the Bank in form
                  and substance satisfactory to it for the Borrower and the
                  Guarantors:

                  5.2.1    a duly certified copy of the corporate documents and
                           certificates of good standing and conformity in
                           accordance with the applicable laws;

                  5.2.2    a duly certified copy of the borrowing by-laws and
                           the resolutions of the Board of Directors relating to
                           the authority to execute these presents and to
                           perform their obligations hereunder and in virtue of
                           the security documents;

                  5.2.3    a certificate setting forth the functions and
                           signatures of the individuals authorized to represent
                           them;

                  5.2.4    a written opinion, in form and substance acceptable
                           to the Bank and its legal advisers, from the legal
                           advisers of the Borrower and of the Guarantors
                           regarding the status and the capacity to perform the
                           obligations described in this Offer and in virtue of
                           the security documents;

                  5.2.5    a copy of the offer to purchase for the shares of
                           Sel-Drum International Inc., which is to be
                           satisfactory to the Bank;

                  5.2.6    completion to the Bank's satisfaction of
                           questionnaire with respect to environmental and Year
                           2000 matters;

                  5.2.7    the instruments or contracts creating the security
                           contemplated in Section 3 duly executed and duly
                           registered or filed in all places in Quebec or
                           elsewhere where such registration or filing is
                           necessary and duly signified or served when such
                           signification or service is required under the terms
                           thereof;

                  5.2.8    evidence satisfactory to the Bank that all real
                           estate, including municipal and school taxes
                           affecting the Hypothecated property have been paid in
                           full, without subrogation;

===============================================================================
Sel-Drum Corporation

<PAGE>   51

Offer of financing                                                      Page 9
===============================================================================

                  5.2.9    evidence, in form and substance acceptable to the
                           Bank and its legal advisers, that the property given
                           as security is duly insured against loss or damage
                           caused by fire and any other risk;

                  5.2.10   a written opinion from the Bank's legal advisers
                           regarding the registration and rank of the security
                           documents provided for in this Offer;

                  5.2.11   payment in full of the set-up fees charged by the
                           Bank;

                  5.2.12   acceptance by C. Cotran Holdings Inc. and
                           Densigraphix Kopi Inc. of their respective offers;
                           and

                  5.2.13   any other document that the Bank may reasonably
                           request.


6.       OBLIGATIONS OF THE BORROWER
         ---------------------------

         6.1      Positive covenants
                  ------------------

                  Until payment in full of any amount due under the terms of
                  this Offer, the Borrower shall:

                  6.1.1    carry on its business in a diligent and continuous
                           manner;

                  6.1.2    use the proceeds of the financing for the purposes
                           provided for herein;

                  6.1.3    at all times, give the Bank's representatives the
                           right to inspect its establishments and provide
                           access thereto, and further permit the Bank's
                           representatives to examine its books of account and
                           other records, and take extracts therefrom and/or
                           copies thereof;

                  6.1.4    obtain and maintain in effect the permits and
                           licenses required to carry on its business;

                  6.1.5    notify the Bank, without delay, of any event of
                           default or any event which, following notice or the
                           expiry of a delay, could constitute an event of
                           default;

===============================================================================
Sel-Drum Corporation

<PAGE>   52

Offer of financing                                                      Page 10
===============================================================================

                  6.1.6    punctually pay all taxes, assessments, deductions at
                           source, income tax or annuities for which the payment
                           thereof is guaranteed by prior claim and/or legal
                           hypothec, without subrogation or consolidation;

                  6.1.7    provide the Bank with monthly prepared financial
                           statements within forty-five (45) days of the end of
                           each month for Densigraphix Kopi Inc., Sel-Drum
                           Corporation and Sel-Crum Corporation (USA) Inc.;

                  6.1.8    provide the Bank with quaterly consolidated financial
                           statements within forty-five (45) days of the end of
                           each quarter for C. Cotran Holdings Inc. and Sel-Drum
                           International Inc.;

                  6.1.9    provide the Bank with audited financial statements
                           within ninety (90) days of the end of the fiscal year
                           for C. Cotran Holdings Inc. (consolidated and
                           non-consolidated), and within one hundred and twenty
                           (120) days of the end of the fiscal year for Sel-Drum
                           International (consolidated), Sel-Drum Imaging
                           Corporation, Sel-Drum Corporation and Sel-Drum
                           Corporation (USA) Inc.;

                  6.1.10   conduct all or the greater part of its business with
                           the Bank;

         6.2      Negative covenants
                  ------------------

                  The Borrower undertakes not to carry out the following
                  transactions or operations without obtaining the prior written
                  consent from the Bank:

                  6.2.1    substantially change the nature of its operations or
                           business;

                  6.2.2    change the voting control of the Borrower, C. Cotran
                           Holdings Inc. and Sel-Drum International Inc., which
                           is directly or indirectly held or to be held by
                           Camille Cotran;

                  6.2.3    merge with another company, dissolve or wind up the
                           company.

                  6.2.4    create or permit the existence of security on the
                           Hypothecated property, except for permitted
                           encumbrances;

                  6.2.5    make an investment or provide financial assistance to
                           its partners, officers, directors, affiliated
                           entities or any third party by way of a loan, a
                           guarantee or otherwise, except in the course of the
                           project submitted to the Bank.

===============================================================================
Sel-Drum Corporation

<PAGE>   53

Offer of financing                                                      Page 11
===============================================================================

         6.3      Environmental obligations
                  -------------------------

                  6.3.1    The Borrower shall comply with the requirements of
                           all legislative and regulatory environmental
                           provisions (the "Environmental Requirements") and
                           shall at all times maintain the authorizations,
                           permits and certificates required under these
                           provisions.

                  6.3.2    The Borrower shall immediately notify the Bank of any
                           notice, order, decree or fine that it may receive or
                           be ordered to pay relating to Environmental
                           Requirements in connection with its business or
                           property and in the event of any release or discovery
                           of any contaminant upon, under or over its property
                           or any contiguous real property.

                  6.3.3    At the request and upon the conditions set forth by
                           the Bank, the Borrower shall, at its own cost,
                           provide the Bank with all the informations that the
                           Bank may require regarding the environmental
                           situation of the Borrower. In the event that any
                           Environmental Requirements are not being respected,
                           the Borrower shall effect the necessary work to
                           ensure that its business and property meet the
                           Environmental Requirements within a delay acceptable
                           to the Bank.

                  6.3.4    The Borrower undertakes to indemnify the Bank for any
                           damage which the Bank may suffer or any
                           responsibility which it may incur as a result of the
                           non-compliance with Environmental Requirements.

                  6.3.5    The provisions of and undertakings and
                           indemnification set out in this Section shall survive
                           the satisfaction and release of the security for, and
                           payment and satisfaction of the indebtedness and
                           liability of the Borrower to the Bank pursuant to the
                           terms hereof.


7.       DEFAULT
         -------

         7.1      Events of Default
                  -----------------

                  The occurrence of one or more of the following events, shall
                  constitute a default under this Offer:

                  7.1.1    if the Borrower fails to make a payment, on demand or
                           when due, of principal under the terms hereof; or

===============================================================================
Sel-Drum Corporation

<PAGE>   54

Offer of financing                                                      Page 12
===============================================================================

                  7.1.2    if the Borrower fails to make a payment, when due, of
                           interest, fees or any other amount which may become
                           due hereunder or under any of the security documents
                           provided for herein; or

                  7.1.3    if the Borrower fails to perform or otherwise
                           breaches any obligation hereunder or pursuant to any
                           of the security documents provided for herein; or

                  7.1.4    if the Borrower becomes subject to any of the
                           provisions of the Bankruptcy and Insolvency Act
                           (Canada) or of any other bankruptcy, insolvency,
                           proposal or winding up legislation; or

                  7.1.5    if proceedings are instituted for the Borrower's
                           dissolution, winding-up or suspension of its
                           operations; including for any readjustment of the
                           indebtedness of the Borrower; or

                  7.1.6    if the property of the Borrower or a substantial part
                           thereof becomes subject to a hypothecary recourse or
                           be subject to a taking of possession by a creditor or
                           be seized or if a sequestrator is appointed; or

                  7.1.7    if the Borrower is in default under any other
                           contracts, agreements or writings with the Bank or
                           any other financial institution; or

                  7.1.8    if any representation or warranty made by the
                           Borrower herein or in any document or certificate
                           furnished to the Bank in connection herewith proves
                           to be materially incorrect or erroneous in an
                           important manner or

                  7.1.9    if, in the opinion of the Bank,

                           -        there is a deterioration in the Borrower's
                                    financial position;

                           -        the Borrower contravenes the provisions,
                                    whether of a legislative, regulatory,
                                    administrative or other nature, of the
                                    federal, provincial, municipal or other
                                    authorities as regards environmental
                                    pollution, toxic substances or other causes
                                    endangering the environment or public health
                                    and safety or other laws, to which the
                                    Borrower's activities and property are
                                    subject.

===============================================================================
Sel-Drum Corporation

<PAGE>   55

Offer of financing                                                      Page 13
===============================================================================

                  7.1.10   any default occurs with respect to the terms and
                           conditions of the Offer of financing made to
                           Densigraphix Kopi Inc. and/or Sel-Drum Corporation
                           concurrently to this Offer shall also constitute
                           default under this Offer.

         7.2      Rights and recourse of the Bank
                  -------------------------------

                  Without limiting the Bank's rights hereunder or under the
                  security and subject to its other rights and recourse in the
                  even of default:

                  7.2.1    the Bank may declare liquid and exigible all monetary
                           obligations of the Borrower still outstanding at that
                           time and claim for the Borrower, with no other notice
                           of default, immediate payment of the principal,
                           interest, fees and any other amount, including the
                           fees incurred by the Bank for the collection and
                           protection of the debt and the execution of any other
                           obligation of the Borrower;

                  7.2.2    the Borrower shall lose all its rights and privileges
                           hereunder including, without limitation, the right to
                           receive additional advances;

                  7.2.3    the Bank may charge the Borrower reasonable analysis,
                           administration and follow-up charges and may also
                           incur and pay any reasonable amount for services
                           rendered (including the fees for legal counsel,
                           accountants or any other professional whose services
                           may be required or deemed necessary) with respect to
                           the realization, sale, transfer, delivery or payment
                           to be made in the exercise of any security held by
                           the Bank and may withhold such charges and fee
                           amounts from the proceeds of the realization of
                           security;

                  7.2.4    any amount collected or received by the Bank,
                           including the balance of any proceeds of the
                           realization on security, may be withheld by the Bank
                           and may, at the Bank's discretion, be charged to any
                           portion of the Borrower's indebtedness to the Bank;

                  7.2.5    any amount incurred and paid by the Bank to realize,
                           retain or preserve any security given by the Borrower
                           to the Bank hereunder or by law, shall bear interest
                           at the Canadian Prime Rage of the Bank plus 3% per
                           annum until payment of said amount.

===============================================================================
Sel-Drum Corporation

<PAGE>   56

Offer of financing                                                      Page 14
===============================================================================

         7.3      Waiver, Omission and Cumulative Recourse
                  ----------------------------------------

                  The Bank may grant delays, accept or waive security, accept
                  arrangements, grant releases and discharges and transact with
                  the Borrower as it shall deem acceptable without in any way
                  limiting the responsibility of the Borrower or infringing on
                  the rights of the Bank under the security provided for
                  hereunder.

                  The omission on the part of the Bank to notify the borrower of
                  any event of default hereunder or to avail itself of any of
                  its rights hereunder shall not be construed as a waiver by the
                  Bank to take recourse in the event of such default or to
                  exercise its right.

                  Acceptance by the Bank following any default by the Borrower
                  of any sum owing to it or its exercising of any right or
                  recourse shall not preclude the Bank from exercising any other
                  right or recourse, which it may have, whether pursuant to any
                  agreement or otherwise provided by law, said rights and
                  recourses of the Bank being cumulative and not alternative,
                  and in addition to and not in substitution for, any other
                  right or recourse of the Bank.


8.       MISCELLANEOUS PROVISIONS
         ------------------------

         8.1      Definitions
                  -----------

                  For the purposes hereof, the following words and phrases shall
                  have the following meaning:

                  8.1.1    "CANADIAN DOLLARS" "CAN DOLLARS" "CDN$": means lawful
                           money of Canada.

                  8.1.2    "CANADIAN PRIME RATE": means the annual variable rate
                           of interest announced from time to time by the Bank
                           and used to determine the interest rates on Canadian
                           Dollars commercial loans granted by the Bank in
                           Canada.

                  8.1.3    "DEBT" OR "TOTAL INDEBTEDNESS" OR "CREDIT FACILITY"
                           OR "ADVANCES": means the aggregate amount of
                           principal, interest and accessories due by the
                           Borrower hereunder.

===============================================================================
Sel-Drum Corporation

<PAGE>   57

Offer of financing                                                      Page 15
===============================================================================

                  8.1.4    "FLOATING RATE": means the interest rate applicable
                           to floating rate advances made hereunder in Canadian
                           Dollars.

                  8.1.5    "PERMITTED ENCUMBRANCES" : refers collectively to
                           charges created by the security document granted from
                           time to time in virtue of these presents and any
                           other charge which constitutes a "Permitted
                           Encumbrance", as may be defined in the said
                           documents.

                  8.1.6    "RATE OFFERED" : means the annual interest rate
                           determined from time to time by the Bank, for the
                           term chosen by the Borrower, as being the fixed
                           interest rate applicable to its commercial fixed rate
                           term loans granted in Canada for the same term.

         8.2      Accounting Terms
                  ----------------

                  Unless another definition is provided hereunder, each
                  accounting term used in this Offer shall have the meaning
                  ascribed to it in accordance with accounting principles
                  generally accepted by the Canadian Institute of Chartered
                  Accountants.

         8.3      Currency and place of payment
                  -----------------------------

                  All amounts due by the Borrower under this offer shall be paid
                  by the Borrower to the Bank, at the branch of the Bank where
                  the Borrower operates its bank account, in Canadian Dollars.

         8.4      Calculation of interest and arrears
                  -----------------------------------

                  8.4.1    Unless otherwise provided for herein, interest on any
                           amount due hereunder shall be calculated daily and
                           not in advance on the basis of a 365-day year.

                  8.4.2    For the purposes of the Interest Act (Canada) in the
                           case of a leap year, the annual interest rate
                           corresponding to the interest calculated on the basis
                           of a 365-day year is equal to the interest rate thus
                           calculated multiplied by 366 and divided by 365.

                  8.4.3    Any amount of principal, interest, commission,
                           discount or of any other nature remaining unpaid at
                           maturity, shall bear interest at the

===============================================================================
Sel-Drum Corporation

<PAGE>   58

Offer of financing                                                      Page 16
===============================================================================

                           rate provided for herein, being understood that the
                           said interest rate on arrears shall not exceed the
                           maximum rate provided by law.

                  8.4.4    Interest on arrears shall be compounded daily and
                           payable on demand.

         8.5      Records
                  -------

                  The Bank shall keep records and computerized data evidencing
                  the transactions performed under this financing. Such records
                  or computerized data shall be presumed to reflect these
                  transactions and shall constituted evidenced of the debt due
                  to the Bank.

         8.6      Account debits
                  --------------

                  The Borrower irrevocably authorizes the Bank to debit
                  periodically or from time to time any bank account it may
                  maintain with the Bank in order to pay all or part of the
                  amounts it may owe to the Bank hereunder.

         8.7      Non-Business Days
                  -----------------

                  Should any payment of capital or interest hereunder become due
                  on a day which is not a Business Day, the due date thereof
                  shall be extended to the immediate following Business Day.

         8.8      Invalidity of any provisions hereunder
                  --------------------------------------

                  Any decision of a court to the effect that any of the
                  provisions hereunder are null and void or non-executory shall
                  in no way affect, invalidate or render unenforceable the other
                  provisions hereunder.

         8.9      Modifications
                  -------------

                  Any modifications hereto or waiver of a right thereunder is
                  without effect if it is not expressly made and evidenced in a
                  written document executed between the parties hereto.

===============================================================================
Sel-Drum Corporation

<PAGE>   59

Offer of financing                                                      Page 17
===============================================================================

         8.10     Others Documents
                  ----------------

                  The Borrower shall do all things and sign all documents which
                  may be deemed necessary or appropriate by the Bank for the
                  purposes of giving full effect to the terms, conditions,
                  undertakings and security provided herein.

         8.11     Final agreement and interpretation
                  ----------------------------------

                  Upon acceptance and execution by the Borrower, this Offer
                  shall constitute the final agreement between the parties
                  hereto with, the exception of any further written modification
                  agreed by the parties and replaces and supersedes any prior
                  agreements verbal or written between the parties related to
                  the financing described herein.

                  Notwithstanding the foregoing, this Offer does not create
                  novation and does not constitute any derogation to the rights,
                  privileges and remedies of the Bank under the terms of any
                  agreements, promissory notes and/or any instruments or
                  contracts regarding the facilities or the security
                  contemplated herein and executed by the Borrower prior to the
                  date of this Offer. The Borrower represents and warrants that
                  the rights, privileges and remedies of the Bank under these
                  agreements, promissory notes and security documents have not
                  been modified and cover the Borrower's obligations
                  contemplated herein, the whole without novation.


9.       REVIEW
         ------

         Notwithstanding any provisions to the contrary, the terms and
         conditions provided for herein are subject to be reviewed by the Bank
         on April 30, 2000, based upon the Borrower's financial statements which
         it shall furnish the Bank, in accordance with the provisions herein.

         Upon review, renewal fees of 0.25% of the amount of the Operating line
         of credit shall be payable by the Borrower to the Bank.


10.      FEES
         ----

         10.1     Non-refundable set-up fees of $25,000.00 shall be payable by
                  the Borrower upon acceptance of this Offer.

===============================================================================
Sel-Drum Corporation

<PAGE>   60

Offer of financing                                                      Page 18
===============================================================================

         10.2     The legal fees and expenses relating to this Offer and to the
                  preparation of the security documents required herein and the
                  registration, if required, shall be payable by the Borrower in
                  addition to the fees stipulated hereinabove.

11.      ACCESS TO INFORMATION
         ---------------------

         The Borrower hereby authorizes any personal information agent,
         financial institution, creditor, tax authority, employer or any other
         person, including any public body, holding information concerning the
         Borrower or its property including any financial information or with
         respect to any undertaking or surety given by the Borrower in favour of
         third parties, to supply such information to the Bank for the purposes
         of verifying information provided to the Bank or that will be provided
         by the Borrower and to ensure its solvency at all times.

12.      NOTICES
         -------

         Any notice or demand to or upon the respective parties hereto shall be
         in writing and shall be validly communicated by the delivery thereof to
         its addressee, by a delivery, certified mail, postage prepaid, or by
         transmitting the same by fax, to the addressee hereinafter mentioned,
         or at such other address as any of the parties hereto may hereafter
         notify the other in writing:

                           NATIONAL BANK OF CANADA
                           Central Montreal Regional Centre
                           Bank Tower and North
                           600, de La Gauchetiere Street West
                           Ground Floor
                           Montreal (Quebec)
                           H3B 4L2

                           Fax:    (514) 394-4144

                           To the attention of:   Suzanne Werbiski
                                                  Account Manager

===============================================================================
Sel-Drum Corporation

<PAGE>   61

Offer of financing                                                      Page 19
===============================================================================

                           SEL-DRUM CORPORATION
                           c/o  C. COTRAN HOLDING INC.
                           220 Industriel Boulevard
                           Boucherville (Quebec)
                           J4B 2X4

                           Fax:    (450) 641-4332

                           To the attention of:    Camille Cotran
                                                   President

         Any such notice or demand sent as aforesaid shall be deemed to have
         been received by the party to whom it is addressed upon delivery, if
         delivered, and on the actual receipt thereof, if sent by certified
         mail, and when transmitted, if sent by fax; provided, however, that in
         the event normal mail service or fax service shall be interrupted by
         strike, "force majeure" or other cause, then the party sending the
         notice or demand shall use anyone of the said services which has not
         been so interrupted or, failing the availability of any such service,
         any other mode of communication which shall ensure prompt receipt of
         such notice or demand by the other party.

13.      GOVERNING LAW
         -------------

         This Offer shall be construed and interpreted in accordance with the
         laws of the Province of Quebec.

14.      LANGUAGE (QUEBEC)
         -----------------

         The parties declare that they have requested and do hereby confirm
         their request that the present Offer and the ancillary documents
         related thereto be in English; les parties declarent qu'elles ont exige
         et par la presente confirment leur demande que la presente offre ainsi
         que les documents connexes soient rediges en anglais.

15.      PREPARATION OF LEGAL DOCUMENTATION
         ----------------------------------

         Once this Offer has been accepted, we will ask our legal advisers to
         draw up the applicable security documents in accordance with standards
         acceptable to the Bank.

===============================================================================
Sel-Drum Corporation

<PAGE>   62

Offer of financing                                                      Page 20
===============================================================================

We hope that our financial support will continue to contribute to your company's
development.


Yours truly,

NATIONAL BANK OF CANADA


per:  /s/Michel Gendron                 per:
      ----------------------------            ----------------------------
      Michel Gendron                          Suzanne Werbiski
      Vice-President                          Account Manager

ACCEPTANCE

WE ACCEPT THE TERMS AND CONDITIONS OF YOUR OFFER OF FINANCING.

We, undersigned, hereby authorize the National Bank of Canada to gather any
information relating to our financial situation and/or credit history from any
credit agency and/or financial institution and/or employer and/or person with
whom we have or may have a business relationship with. We also authorize the
National Bank of Canada to release this information to such persons.

The National Bank of Canada may use the information it has obtained to make
decisions regarding any credit facility or any other services made available to
us or to be made available to us.


THIS 23rd day of July 1999.
     ----        ----

SEL-DRUM CORPORATION
per: C. COTRAN HOLDING INC.


per:     /s/Camille Cotran
         --------------------------
         Camille Cotran

===============================================================================
Sel-Drum Corporation
<PAGE>   63

OFFER OF FINANCING                                                       Page 21
================================================================================

and subject to the conclusion of the contemplated transaction


GUARANTORS


SEL-DRUM COPRORATION                                 THIS 23rd day of July 1999.
(USA) INC.
per: /s/ Camille Cotran
    ------------------------------------

SEL-DRUM INTERNATIONAL INC.                          THIS 23rd day of July 1999.


per: /s/ Camille Cotran
    ------------------------------------


SEL-DRUM IMAGING
CORPORATION                                          THIS 23rd day of July 1999.

per: /s/ Camille Cotran
    ------------------------------------


C. COTRAN HOLDINGS INC.                              THIS 23rd day of July 1999.

per: /s/ Camille Cotran
    ------------------------------------


================================================================================
SEL-DRUM CORPORATION