CORPORATE BANKING

                                       Services



                            Advice of Borrowing Terms

                                       for

                             Serif (Europe) Limited




                                      From:

                                   Nottingham


                                29 December 1998







                                     NatWest

<PAGE>


                            Advice of Borrowing Terms

Relationship Office: Nottingham                        Date: 29 December 1998

                Borrower(s)                        Registered Number:
        Serif (Europe) Limited                           02117968

We intend that the facilities listed in Part 1 of the attached Facility Schedule
(the "on-demand facilities") should remain available to the borrower(s) until 24
July 1999 and all  facilities  should be reviewed  on or before  that date.  The
facilities are, however, subject to the following:

-    the terms and conditions below,

-    the  specific  conditions  applicable  to  an individual as detailed in the
     Facility Schedule,

-    the Security detailed in the attached Security Schedule, and

-    the attached General Terms.

All amounts  outstanding  are repayable on demand which may be made by us at our
discretion  at any time  and the  facilities  may be  withdrawn,  reduced,  made
subject  to  further  conditions  or  otherwise  varied by us  giving  notice in
writing.

Conditions:

The following conditions must be satisfied at all times while the facilities are
outstanding, but this will not affect our right to demand repayment at any time:
-    Production of monthly  management  information  to include  profit and loss
     and balance sheet.



/s/ MM Wright
MM Wright
Corporate Manager
For an on behalf of
National Westminster Bank Plc

Acceptance:
To signify your agreement to the terms and conditions outlined above please sign
and return the enclosed copy of this Advice of Borrowing Terms within 28 days.

                                       2

<PAGE>


                               Form of Acceptance
                               ------------------


I accept the  facility/facilities  on the above terms and conditions and confirm
that I have been  authorized by the Board(s) of Directors of the  Borrower(s) to
sign this Form of Acceptance on behalf of the Borrower(s).



By (name and title): /s/ David Southgate              Date:    6/1/99
                    ----------------------
                    Financial Controller

For and on behalf of: Serif (Europe) Limited   

                                       3

<PAGE>


                                Facility Schedule

Part 1 - Facilities Repayable on Demand:

                              Overdraft: - Base rate
                              ----------------------

Account Number:               36176931
Name of Borrower:             Serif (Europe) Limited
Limit:                        BP60,000
Purpose:                      To finance working capital
Repayment:                    Fully fluctuating
1st Debit Interest Rate:      2.75% above the Bank's Base rate
2nd Debit  Interest  Rate:    the Bank's unarranged borrowing  rate on borrowing
                              over  BP60,000  or  in excess of agreed facilities
Interest  Payable:            Quarterly
Arrangement  Fee:             BP75 will be debited on the Bank's usual quarterly
                              charging dates
Excess Fees:                  We will be entitled to charge an excess fee at the
                              Bank's  published  rate  for  each day any  agreed
                              limit is  exceeded  (see our  "Services  & Charges
                              for  Business   Customers"  brochure for details).

                              Loan: - Base rate
                              -----------------

Account Number:               03-36176915
Name of Borrower:             Serif (Europe) Limited
Limit:                        BP3,618
Purpose:                      Business Expansion
Current Repayment:            BP1006.42 Monthly
Interest:                     2.75% Above the Bank's Base Rate
Account to be debited:        36176931
Interest Payable:             Quarterly

                              Documentary Credits
                              -------------------

Name of Borrower:             Serif (Europe) Limited
Limit:                        BP250,000
Purpose:                      Trade Finance
Terms of Credit:              Standby  Letter  of Credit for US $400,000 for the
                              purchase  of  Digital  Cameras,  to expire 27 July
                              1999. Subsequent extension of the letter of credit
                              may be agreed both in expiry date and amount.
Other Conditions:             The  outstanding Documentary Credit liability must
                              be  covered  100%  by  credit balances held in the
                              NatWest Bank re Serif (Europe) Limited.
Fees:                         2% per annum payable quarterly in advance.

                              Settlement Risk
                              ---------------

Name of Borrower:             Serif (Europe) Limited
Limit/Frequency:              BP100,000 per day
Type and Purpose:             Payments by BACS

                                       4

<PAGE>

Part 2 - Facilities Subject to Separate Documentation:

The  following  facilities  are made  available  on the  terms  of the  separate
documentation between us.

<TABLE>
<CAPTION>
                                                         Amount           Date Agreement
Name of Borrower          Facility and Purpose             BP                 Signed
----------------          --------------------           ------           ---------------
<S>                       <C>                            <C>                 <C>

Serif (Europe) Limited    Business Development Loan      17,442              25/07/97
                          - Property Improvement  

Serif (Europe) Limited    Business Cards                  7,000              23/03/95
                          -Working Capital
</TABLE>

                                       5

<PAGE>


                                Security Schedule


We rely on the security  detailed below (and require  additional  security where
specified) to repay, on demand,  all your current and future  liabilities  (both
actual and contingent) to us. These  liabilities  include,  without  limitation,
those  incurred  by  you  under  the  facility(ies)  specified  in  the Facility
Schedule.

<TABLE>
<CAPTION>

Date Executed/New:    Security:                               Given/to be given by:
------------------    ---------                               ---------------------
<S>                   <C>                                     <C>

9/10/1989             Mortgage Debenture                      Serif (Europe) Limited
9/2/1993              Small Firms Loan Guarantee              DTI
                      Credit Balance held in the name of      Serif (Europe) Limited
                      NWB re Serif (Europe) Limited to
                      cover outstanding Documentary
                      Credit Liability
</TABLE>

                                       6

<PAGE>


                                  General Terms

This  section  sets out in more  detail  the  basis on which we make  facilities
available  to  you.  It  covers  issues  such as how  limits  and  interest  are
calculated, how we can vary agreed terms and what we mean by "on demand".

These  General Terms apply to all on demand  facilities  listed in the Advice of
Borrowing  Terms (the "AOBT"),  but do not apply to those  facilities  which are
subject  to  separate   documentation,   unless  such  documentation   expressly
incorporates  these General Terms. In cases where the expression  "you" includes
more than one person (for example  joint  account  holders) it shall be taken to
refer to all or any one or more of you, and your obligations  shall be joint and
several.

- Independent Advice.  Unless  we  expressly agree in writing to do so we do not
  hold  ourselves  out  as  providing  advice  on  or  considering  the  general
  suitability of facilities for your  particular  circumstances  (including tax)
  and neither we nor our employees shall be liable for any indications  given as
  to such  suitability.  We make no  warranties  or  representations  about  the
  advisability  of any  underlying  transaction  entered into by you. You should
  obtain independent  professional advice on such matters, and upon any security
  or guarantee required by us.

- Acceptance.  Any offer  of  a facility must be accepted within the time period
  specified in the AOBT. We may, at our option,  treat any usage of any of these
  facilities as acceptance  (without  amendment) of the terms and  conditions of
  the AOBT.

- Availability.  Our   normal   practice  is to  review  all  credit  facilities
  periodically.  Any  references  in the AOBT to a review  at,  or  availability
  until, a future date are merely  indicative of our current  intention,  and we
  may,  at our  discretion,  review on demand  facilities  at an  earlier  date.
  Facilities  which are not loans or  overdrafts  are  offered on the basis that
  there is no  commitment  on our part to enter into any such facility with you.
  We may, at our absolute  discretion,  decide whether a utilisation may be made
  an any conditions subject to which utilisations may be made.

- Repayment.  Notwithstanding  any  reference  to  review  or   availability  or
  repayment  term in the AOBT,  all  facilities are repayable on demand which we
  may make at our sole  discretion  at any time and may by notice  be  withdrawn
  reduced or made subject to (further)  conditions or otherwise varied. You must
  ensure  that  we  receive  by  way  of  repayment,  the  full  amount  of  any
  indebtedness  irrespective  of any taxes,  duties or charges,  in  immediately
  available  funds in the currency in which the facility is  outstanding  at the
  branch or office where the facilities are provided.

- Variation and waiver.   We  may vary these General Terms by giving one month's
  written  notice to you.  If a change in any  currency  of the  United  Kingdom
  occurs (including  introduction of the euro), the AOBT and these General Terms
  will be amended to the extent we specify to reflect the change in currency and
  put us in the same position, so far as possible, that we would have been in if
  no change in currency had occurred.  If we refrain from  exercising any of our
  rights this shall not preclude us from exercising any rights at a later date.

<PAGE>

- Limits.   The  limits specified in the AOBT or the Facility  Schedule for each
  facility  and/or  each  account  (including  any Group or  Composite  Facility
  limits)  must  not at  any  time  be  exceeded.  In  addition,  the  aggregate
  utilisation  of any  Composite  and/or Group Limit  specified for any group of
  accounts and/or facilities must not be exceeded,  notwithstanding the total of
  any individual or sub limits allocated. If we have agreed that there will be a
  gross  limit  for  one or more  facilities,  this  means  that  the  aggregate
  utilisation of those  facilities  must not at any time exceed the gross limit.
  If we have agreed  that there will be a net limit for one or more  facilities,
  this  means  that the  aggregate  utilisation  of those  facilities,  less the
  aggregate  amount of the cleared credit balances on the accounts  specified by
  us in the AOBT, will not exceed the net limit (if no accounts are specified we
  may  determine  which  accounts  are utilised  for this  purpose).  We are not
  obliged  to allow or  continue  to allow  any  borrowing  in  excess of agreed
  facilities.  Any reference to a particular  account will include any successor
  account.

- Interest.   All  interest rates are variable.  Interest is payable  monthly or
  quarterly  (as detailed in the AOBT) on our usual  charging  days and on final
  repayment of the  indebtedness.  Interest  accrues on the daily  cleared debit
  balance on the  account(s)  concerned at the annual rate or rates shown in the
  AOBT (both before and after demand and/or judgement).  It is calculated on the
  basis  of a 365 day year for  sterling  (and  either a 365 or 360 day year for
  currencies  other than  sterling or on such other basis as we may from time to
  time specify) and the actual number of days elapsed and is compounded  monthly
  or quarterly. Our variable unarranged borrowing rate for the relevant currency
  will  apply to any  indebtedness  from  time to time (i) in  excess  of agreed
  facilities or (ii) outstanding  after the expiry date of agreed facilities or,
  in respect of (i) only, such other interest rate as we may specify.

- Changes to Interest.   We  may alter the basis on which interest is calculated
  including the size of the interest  margin charged over our Base Rate or other
  published rate and/or the amount of any regular repayments of facilities which
  are repayable on demand by providing you with one month's written notice. As a
  change in our Base Rate or other  variable  rate is not an  alteration  of the
  basis upon which  interest is  calculated,  no written notice need be given of
  such a change.  Changes in our Base Rate or other  published rates take effect
  when made.  Details of current rates are available  from any branch or office,
  and are published in selected national newspapers. Omission to publish details
  of any change in a newspaper shall not stop the change from taking effect. For
  a currency  account,  written notice of changes to the relevant  Currency Base
  Rate will  normally  be  given,  although  failure  to do so will not stop the
  change taking effect when made.

- Fees.  Fees  quoted exclude charges for money transmission or similar services
  which are either  advised  (i)  separately,  or (ii) at the time a facility is
  used. All costs,  charges and expenses  incurred or suffered by us,  including
  legal  costs  and  our  internal  management  costs,  arising  at any  time in
  connection  with any facility or with any related  security or  guarantee  are
  payable by you on demand.

- Uncovered  Payments.   An  "uncovered  payment" is a payment where the cleared
  credit balance or agreed credit  facility is insufficient to meet that payment
  and all other  payments  requested,  disregarding  uncleared  credits  to that
  account.  We do not accept any obligation to make


<PAGE>

  uncovered  payments  to  third  parties  unless  we have  agreed  to  do so in
  writing.   We need  not  make  any uncovered payment which is in excess of any
  settlement risk limit.

- Set Off.  We  may, without notice,  set-off against any credit balances on any
  of your  account(s)  (in any  currency),  your  liability  in  respect  of any
  facilities  (including any uncovered payment) and may combine accounts. We are
  authorised to use all or any such credit balances to buy such other currencies
  as may be necessary in order to exercise any rights of set-off to which we may
  be entitled.

- Appropriation  and Lien.   Where  more than one debt is owing to us we may use
  the whole or any part of any  repayment to reduce or discharge  the  principal
  amount of your  indebtedness as we may select, to meet any accrued interest or
  to discharge any other liabilities to us. We shall have a lien over securities
  of any kind and other items deposited by or on your behalf with us (including,
  without limitation, cheques given to us for collection).

- Security.   Unless  the  AOBT  expressly  provides  otherwise,  any  mortgage,
  charge, or debenture must be a first legal mortgage,  charge or debenture over
  the  unencumbered  title of the  property in  question.  You may not grant (or
  allow to be created)  without  our prior  written  consent any other  security
  interest in the property in question or part with possession of it. We may, at
  our sole discretion,  require from time to time additional valuations (at your
  expense) by such valuer as we may approve, of any or all of the assets held by
  us as security.

- Environment.  You  represent and warrant (both now and in the future) that you
  have  and  will  comply  in  all  material   respects   with  any   applicable
  environmental law,  regulation or code of practice  ("environmental  law") and
  with the terms and  conditions  of any  applicable  environmental  licences or
  other  consents or approvals  required by  environmental  law  ("environmental
  licences").

- Information.   You  must provide us with any  information  which we may at any
  time reasonably require, and must inform us of any material change of facts or
  circumstances.  You  authorise  us to  disclose  to  your  auditors  any  such
  information  concerning  your  accounts  with us as they may from time to time
  require.

- Currency Accounts.   If  in our opinion deposits in a currency are unavailable
  to us at any time to fund a currency  drawing  then we will not make a drawing
  available in that currency.  All payments (including  interest) required to be
  made by you under a facility in a currency other than sterling must be made in
  the  currency  of the drawing  (The  "Agreed  Currency")  and by credit to our
  account with such banking office as we may require.

  Any  amount  payable  by you which is received by us in a currency  other than
  the Agreed Currency,  will be calculated by converting (at the prevailing spot
  rate of  exchange  on such date and in such  market as we shall  determine  as
  being most appropriate) the Currency so received into the Agreed Currency.  If
  the amount  received is less than the relevant  amount of the Agreed  Currency
  then  you will  indemnify  us for the  deficiency  and for any  losses  we may
  sustain as a result.  You will in addition  pay the costs of such  conversion.
  All  payments  shall be  deemed  to


<PAGE>

  have  been  made  on  such  date  as we shall determine in accordance with our
  normal practice from time to time.

- Currency  Equivalents.   The  Sterling/Currency   Equivalent   of  any  amount
  denominated in another currency shall be calculated by reference to the Bank's
  then current  spot rate of exchange for the purchase of the relevant  currency
  with the currency in which the facility is  denominated.  We may calculate the
  aggregate Sterling/Currency  Equivalents of all drawings  outstanding/proposed
  at any time to determine  compliance or otherwise  with the relevant  facility
  limit.

- Contingent  Liabilities.   You  will, on demand,  pay to us an amount equal to
  the full face value of any contingent or future liabilities  incurred by us at
  your request (such as letters of credit, bonds or guarantees). We may hold any
  such payment in our own name and may use it to meet such liabilities. You must
  in any event indemnify us against such  liabilities and we will require you to
  execute a formal counter-indemnity in our standard form.

- Negotiations.   You  agree  that  all  foreign  cheques  submitted   to us for
  negotiation  and/or  collection  will be dealt with on the basis that you have
  good title to all  cheques  and that you agree to  indemnify  us  against  all
  liabilities claims losses costs and expenses  including exchange  fluctuations
  and agents' charges which may be imposed upon, asserted against or incurred by
  us in any way relating to or arising out of the negotiation  and/or collection
  of cheques on your behalf.  If the cheque is subsequently  returned unpaid you
  authorise us to debit your  account  with the amount  credited to your account
  plus any losses, costs, expenses or charges which we may have incurred.

- Forward  Exchange.   Where  we make a forward exchange  facility  available to
  you, you confirm and  understand  that no forward  purchase or sale of foreign
  currency shall be made for investment  purposes (see paragraph 8 of Schedule 1
  of the Financial Services Act 1986) without our prior written consent.

- General.

  a)  Whenever facilities are subject to  Part V of the Consumer Credit Act 1974
      additional  documents  and  procedures  may be necessary before facilities
      can be drawn.

  b)  If  we  consider  that  any proposed payment or use of a facility might be
      made for an unlawful purpose, then we may refuse to make such a payment or
      allow such use.

  c)  We  may  give  written  notice  or  make  demand  by post or by hand or by
      facsimile  machine  or by other form of electronic communication. A notice
      or demand may be addressed to you at your Registered  Office or address or
      the  place of  business  last  known  to us and  shall be  deemed  to have
      been  received  when  transmitted or (if posted) on the business day after
      posting.  We may use the facsimile number or electronic address last known
      to us.

  d)  The  relationship  between  us,  these  General  Terms  and  the  AOBT are
      governed by English law and the English courts shall have jurisdiction  in
      respect  thereof.  However  when we


<PAGE>

      consider  it  appropriate we may take proceedings against you in any other
      court  of  competent  jurisdiction  (whether  concurrently or not with any
      other proceedings).  These terms are in addition to the usual  terms which
      apply  to  the  relationship  between  a  bank and its customer and to the
      operation  of bank  accounts (whether in credit or debit) and to the terms
      of your  mandate  with  us  and to all other consistent terms which may be
      implied by law.

  e)  You must  maintain  a  current  account with us throughout the life of any
      facilities and we may charge to your current account all amounts including
      interest, due in respect of any facility.

<PAGE>


To National Westminster Bank Plc

You at the  request  of the  Undersigned  having  given  or  agreed  to give the
commitment  (Obligation)  for USD  400,00.00  (Say United  States  Dollars  four
hundred thousand)  together with any other fees payable thereunder to Teco Image
Systems Co Limited in respect of payment for Digital Camera in the form attached
hereto the Undersigned in consideration therefore agree(s) from time to time and
at all times to keep you  indemnified  from and against all actions  proceedings
claims and demands which may be brought or made against you and all losses costs
charges damages and expenses which you may incur or sustain or for which you may
become liable by reason either directly or indirectly of your having  undertaken
the  Obligation.  You are hereby  irrevocably  authorised  and  directed  to pay
forthwith on any demand  appearing or  purporting  to be made in relation of the
Obligation  any sums which may be demanded of you from time to time  without any
inquiry into its  justification or into the validity  genuineness or accuracy of
any statement or certificate received by you and without any reference to or any
necessity for  confirmation  or  verification by the Undersigned and despite any
contestation  on the part of the  Undersigned.  It is expressly  agreed that any
such demand shall as between the Undersigned and you be conclusive evidence (and
admissible as such) that the sum stated  therein is properly due and payable and
that you may  treat  the  Obligation  as an  obligation  simply  to pay on first
demand.  It is  acknowledged  that  you are  not  prepared  to  enter  into  the
Obligation on any other basis.

You are further irrevocably  authorised (without prejudice to any other right or
remedy) to debit any existing account(s) of or an new account in the name of the
Undersigned  with the whole or any part of the amount of any  payment  which you
may make thereunder and/or any other liability arising hereunder  (including the
obligation to provide cash cover referred to below)  irrespective of whether any
such account shall be or become overdrawn following any such debit. If there are
no or  insufficient  credit  balances in the  currency of any  liability  of the
Undersigned  hereunder  then you shall have the right at your option to purchase
at your spot rate of exchange (or failing  such rate at any spot rate  available
to you) an amount of that currency not  exceeding  the amount of the  deficiency
and to debit the cost to one or more existing or new accounts of the Undersigned
and to apply the currency so purchased  in or towards  satisfaction  of any such
deficiency.  When the  Undersigned  comprises  more  than one  references  to an
account or accounts shall be construed as references to any account(s) of all or
any one or more of the Undersigned.

The Undersigned also agree(s) to pay to you on demand (which may be made at your
complete  discretion  at any time) an amount equal to the full face value of the
Obligation (in the currency of the  Obligation)  and you may hold such amount so
paid in your own name and may  (without  prejudice to any other right or remedy)
apply it towards any of the  aforesaid  liabilities  of the  Undersigned  to you
and/or any liability you incur in connection with the Obligation and such amount
shall not be repayable  unless and until you are satisfied that the  Undersigned
has/have no further liabilities (whether present or future actual or contingent)
to you hereunder.


The  Undersigned  further  agree(s)  that if as the result of any  provision (or
changed provision) of any law or regulation  directive or guideline your cost of
maintaining  or making  available  the  Obligation  increases  or your return in
connection  with  the  Obligation  is  reduced  or your  position  is  otherwise


<PAGE>

prejudiced then the Undersigned  will pay to you on demand such amount(s) as you
may from time to time  certify will in your  opinion  compensate  you in respect
thereof.  In the absence of manifest  error a certificate  signed by any of your
officers shall be conclusive  evidence (and shall be admissible as such) for all
purposes against the Undersigned.

The  Undersigned  agrees that all payments to be made  hereunder to you shall be
made in full  without  any  deduction  or  withholding  and in funds  freely and
immediately available to you.

And we agree that where the Undersigned is more than one our liability hereunder
shall be joint and several.

This Counter  Indemnity shall be additional to any other counter indemnity which
you now or hereafter may hold.

This Counter Indemnity shall be governed by and construed in accordance with the
laws of England.

Dated this Third day of September
One thousand nine hundred and ninety eight


Signed     /s/  D. Southgate                      Signed    /s/  Gary Bates
        -----------------------                          --------------------

Name       David Southgate                        Name     Gary Bates
        -----------------------                          --------------------

Director(s) of SERIF EUROPE LIMITED
acting for and on behalf of the Company

+ enter full name of Director(s) in Block letters

I acknowledge receipt of a completed copy of this document.  /s/  D. Southgate
                                                            -------------------

The acknowledgement should be signed
by a Director or by the Company Secretary



<PAGE>


This  Mortgage  Debenture  is made the ninth day of October  one  thousand  nine
hundred and eighty nine between SERIF (EUROPE) LIMITED whose  registered  office
is at CENTRE FOR PRODUCT  DEVELOPMENT LENTON BOULEVARD  NOTTINGHAM (the Company)
of the one part and National Westminster Bank (the Bank) of the other part.

1.   The Company hereby covenants to pay the Bank on demand the sum of One pound
(BP1)and to pay and discharge on demand all monies obligations  and  liabilities
which may now or at any time hereafter may be or become due owing or incurred by
the  Company  tho the Bank on any account  (whether  solely or jointly  with any
other  person and whether as principal  or surety)  present or future  actual or
contingent  of the Company to the Bank  together  with  interest  and other bank
charges so that interest shall be calculated  and compounded in accordance  with
the practice of the Bank from time to time as well as after as before any demand
made or judgment obtained hereunder.

2.   The Company as beneficial owner and to the intent that the security created
shall rank as a continuing security hereby charges with the payment or discharge
of all  monies  obligations  and  liabilities  hereby  covenanted  to be paid or
discharged  (together with all costs and expenses howsoever incurred by the Bank
in connection with this Mortgage Debenture on a full indemnity basis):

     (i)   by way of legal  mortgage any  property  referred  to in the Schedule
           hereto (the legally  mortgaged property) and/or the proceeds of  sale
           thereof
     (ii)  by way of specific equitable charge  all  estates or interests in any
           freehold   and  leasehold  property (except  the  legally   mortgaged
           property) now and at any time during the continuance of this security
           belonging  to  or  charged  to  the  Company (the  equitably  charged
           property) and/or the proceeds of sale thereof
     (iii) by way of specific charge all stocks  shares  and/or other securities
           now and at any time during the continuance of this security belonging
           to the  Company  in  any  of  its  subsidiary  companies or any other
           company and all  dividends  and other rights in relation thereto
     (iv)  by way of specific charge all book debts and other debts now and from
           time to time due or owing to the Company
     (v)   by  way  of  specific  charge  its  goodwill  and  the benefit of any
           licences
     (vi)  by way of  floating  security  its  undertaking and all its  property
           assets  and  rights whatsoever and wheresoever  present and/or future
           including those for the time being  charged by way of specific charge
           pursuant to the foregoing  paragraphs if and to the extent  that such
           charges   as  aforesaid  shall  fail  as specific charges but without
           prejudice  to  any  such  specific  charges  as  shall continue to be
           effective.

The costs and expenses in clause 2 hereof shall include (for avoidance of doubt)
all  amounts  the Bank may from time to time  require to  compensate  it for its
internal management and administrative costs and expenses incurred in connection
with the enforcement of this mortgage  debenture and recovery of the liabilities
secured by it. A  certificate  signed by an Officer of the Bank as to the amount
of such costs and expenses incurred by the Bank from time to time shall (save in
the case of any manifest error) for all purposes be conclusive  evidence against
and binding upon the Company.

<PAGE>

3.   With reference to the equitably charged  property and the property  charged
pursuant to Clause 2(iii) the Company undertakes:

     (i)    to deposit with the Bank the deeds and documents of title  or  share
            certificates relating thereto

     (ii)   at any time upon  request  to  execute  over all or any part thereof
            a  charge  by way of legal  mortgage and  appropriate stock transfer
            forms in the case of the  stocks and shares in favour of the Bank in
            such form as the Bank shall require.

4.   With reference to the legally mortgaged property and the equitably  charged
property the Company agrees:

     (i)    to  keep it in a good  state  of  repair and condition  and  insured
            against  such  risks  and in such office and for such amounts as the
            Bank may  require  or approve and that failure to do so will entitle
            the Bank to do so at the  expense of the Company and as agent of the
            Company without thereby becoming a mortgagee in possession

     (ii)   that  the  statutory  power  of  leasing and/or accepting surrenders
            of leases  conferred  on  mortgagors  shall  not be exercised by the
            Company  without  the  consent  in  writing of the Bank but the Bank
            may grant or accept surrenders of leases without restriction

     (iii)  not to part  with  the  possession  of it or  any  part  thereof nor
            confer  upon  any  person  firm   company  or  body  whatsoever  any
            licence right or interest to occupy it or may part  thereof  without
            the consent in writing of the Bank.

5.  With reference to the book debts and other debts hereby specifically charged
the Company shall pay into the Company's  account with the Bank all moneys which
it may receive in respect of such debts and shall not without the prior  consent
in writing of the Bank sell factor  discount or  otherwise  charge or assign the
same in favour of any other person or purport to do so and the Company  shall if
called upon to do so by the Bank from time to time execute legal  assignments of
such book debts and other debts to the Bank.

6.   With  reference to the  property  assets and rights subject to the floating
charge:
     (i)    the Company shall  not  be at liberty without the consent in writing
            of the Bank to:-
            (a)   create  an  mortgage  or charge ranking in priority to or pari
                  passu with that charge and/or
            (b)   sell  the  whole or except in the ordinary  course of business
                  any part of the Company's  undertaking
     (ii)   the  Company  agrees  to  effect and maintain such insurances as are
            normally  maintained  by  prudent  companies  carrying  on   similar
            businesses
     (iii)  the Bank may by  notice to the  Company convert  the floating charge
            into a  specific  charge  as  regards  any  assets specified  in the
            notice  which  the  Bank  shall  consider  to  be in danger of being
            seized or sold under  any form of  distress  or execution  levied or
            threatened  and  may  appoint  a  receiver thereof.


<PAGE>

7.  Section  103  of the Law of Property Act 1925 (the 1925 Act) shall not apply
to this  security  which shall immediately  become  enforceable and the power of
sale and  other  powers  conferred  by  section 101 of the 1925 Act as varied or
extended by this  security  shall be  immediately exercisable  at any time after
notice demanding  payment of any moneys  hereby  secured  shall have been served
by the Bank on the Company.

8.  At any time after this  security shall have  become  enforceable  and in any
event  immediately  upon or at any time  after the  presentation  of a  petition
applying for an administration  order to be made in relation to the Company, the
Bank may by writing under the hand of any Manager of the Bank appoint any person
(or persons) to be receiver of the property  hereby  charged or any part thereof
(Receiver). Where two or more persons are appointed to be Receiver the Bank will
in the appointment  declare whether any act required or authorised to be done by
such  Receivers is to be done by any one or more of such  Receivers for the time
being  holding  office.  Any Receiver  shall be the agent of the Company and the
Company  shall  be  solely  responsible  for his  acts or  defaults  and for his
remuneration.  Where any Receiver is appointed by the Bank as an  Administrative
Receiver (as that term is used in the Insolvency  Act 1986) such  Administrative
Receiver shall have all the powers of an  Administrative  Receiver  specified in
Schedule  1 of  the  Insolvency  Act  1986  or  any  statutory  modification  or
re-enactment  thereof. Any references in this security to Receiver shall, except
where the context does not permit include a reference to any such Administrative
Receiver.

9.  All monies received by any Receiver shall be applied by him in the following
order:
     (i)   in payment of the costs charges and expenses of and incidental to the
           appointment of  the  Receiver  and  the exercise of all or any of his
           powers and of all outgoings paid by him
     (ii)  in payment of  remuneration of the Receiver at such rates  as  may be
           agreed  between  him and  the Bank  at  or  at  any  time  after  his
           appointment
     (iii) in or  towards  discharge  of the  liabilities hereby secured in such
           order as the Bank may from time to time  require
     (iv)  the  surplus  (if any) shall  be  paid to the Company or other person
           entitled to it.

10.  The powers conferred on mortgagees or receivers by the 1925 Act shall apply
to this security  except in so far as they are  expressly or impliedly  excluded
and where there is any ambiguity or conflict between the powers contained in the
1925 Act and those  contained in this security the terms of this security  shall
prevail.

11.  If the Bank receives or is deemed to be affected by notice  whether  actual
or constructive  of any subsequent  charge or other interest  affecting any part
of the property hereby charged  and/or the proceeds of sale thereof the Bank may
open a new  account  or  accounts  with any person  for whose  liabilities  this
Mortgage  Debenture is  available  as security.  If the Bank does not open a new
account it shall  nevertheless  be treated as if it had done so at the time when
it  received  or was  deemed to have  received  notice and as from that time all
payments  made to the Bank  shall be  credited  or be  treated  as  having  been
credited to the new account and shall not operate to reduce the amount for which
this Mortgage Debenture is security.


<PAGE>

12.  The  Company  hereby irrevocably  appoints  each of the Bank and any person
nominated in writing under the hand of any officer of the Bank  including  every
Receiver  appointed  hereunder  as Attorney  of the  Company  with full power of
substitution  for the  Company  and in its name and on its behalf and as its act
and deed to execute seal and deliver and  otherwise  perfect any deed  assurance
agreement  instrument  or act which may be required or deemed  proper for any of
the purposes of this security.

13.  In the exercise of the powers hereby conferred the Bank or any Receiver may
sever and sell plant machinery or other fixtures separately from the property to
which they may be annexed.

14.  The Company  shall from time to time  supply to the Bank such  accounts  or
other information  concerning the assets  liabilities and affairs of the Company
its subsidiary or associated companies as the Bank may require.

15.  In case the Company shall have more than one account with the Bank it shall
be lawful for the Bank at any time and without  any prior  notice  forthwith  to
transfer  all or any part of any  balance  standing  to the  credit  of any such
account  to any other  such  account  which  may be in debit but the Bank  shall
notify the Company of the transfer having been made.

16.  The security from time to time  constituted by or pursuant to this Mortgage
Debenture shall be in addition to and shall be independent of any other security
which the Bank may now or at any time  hold on all or any part of the  assets of
the Company for or in respect of all or any part of the monies  obligations  and
liabilities hereby covenanted to be paid or discharged and it is hereby declared
that no prior security held by the Bank over the property  hereby charged or any
part of it shall merge in the security created hereby or pursuant hereto.

17.  A demand or notice hereunder  shall be in  writing  signed by an officer or
agent of the Bank and may be served on the Company by hand or by post and either
by  delivering  the  same to any  officer  of the  Company  at any  place  or by
addressing  the  same to the  Company  at its  registered  office  or a place of
business  last  known to the Bank;  if such  demand or notice is sent by post it
shall be deemed to have been  received on the day  following the day on which it
was posted and shall be effective notwithstanding it be returned undelivered.

18.  It is hereby certified that this Mortgage Debenture does not contravene any
of the provisions of the Company's Memorandum or Articles of Association and has
been executed in accordance therewith.




In Witness whereof the Company has caused its Common Seal to be hereunto affixed
the Day and year first before written.

The Schedule


<PAGE>



The Common Seal of                      )
                                        )
SERIF (EUROPE) LIMITED             was  )
                                        )
hereunto affixed in the presence of     )

                                    Director   /s/ Gwyn Jones
                                             -------------------


                                    Director  /s/ Jonathan Burn
                                             -------------------

The
Acknowledgment
should be signed    We acknowledge receipt of a completed copy of this document.
by a Director or
by the Company
Secretary                                           /s/ M Larnjorn
                                                  -----------------
                                                      Signature


Certificate of the Registration of a Mortgage or Charge
Pursuant of Section 401 (2) of the Companies Act 1985

I hereby  certify  that a Mortgage  or Charge  dated the 9th day of October  one
thousand nine hundred and eighty nine and created by SERIF (EUROPE)  LIMITED for
securing  all moneys now due, or  hereafter  to become due, or from time to time
accruing  due from the Company to National  Westminster  Bank PLC on any account
whatsoever  was  registered  pursuant to Section 395 of the Companies Act on the
20th day of October  one  thousand  nine  hundred and eighty nine given under my
hand at Cardiff  this 30th day of October one  thousand  nine hundred and eighty
nine.

                                                       Registrar of Companies