<PAGE>   1
                                                                  EXHIBIT 10.3

                                                                  CONFORMED COPY

                              Dated 31st March 1995


                        LK GLOBAL INFORMATION SYSTEMS BV
                                   AS BORROWER


                         BARCLAYS DE ZOETE WEDD LIMITED
                                AS ORIGINAL AGENT


                         BARCLAYS DE ZOETE WEDD LIMITED
                     AS ORIGINAL MEZZANINE SECURITY TRUSTEE


                         BARCLAYS DE ZOETE WEDD LIMITED
                          AS ORIGINAL MEZZANINE LENDER



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

                                   L.5,000,000
                               TERM LOAN FACILITY

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



                THIS FACILITY AGREEMENT IS ENTERED INTO WITH THE
                      BENEFIT OF AND SUBJECT TO THE TERMS
                         OF CERTAIN INTERCREDITOR DEEDS






                              Ashurst Morris Crisp
                                 Broadwalk House
                                 5 Appold Street
                                 London EC2A 2HA

                               Ref: JOS/050B01318
                              Tel: (0171) 638 1111
                              Fax: (0171) 972 7990


<PAGE>   2
<TABLE>
<CAPTION>

                                          CONTENTS

CLAUSE    HEADING                                                                   PAGE

<S>                                                                                 <C>
1.        INTERPRETATION...............................................................1
2.        THE FACILITY................................................................20
3.        PARTICIPATION OF MEZZANINE LENDERS..........................................20
4.        APPLICATION OF ADVANCES.....................................................22
5.        CONDITIONS PRECEDENT........................................................22
6.        DRAWDOWN PROCEDURES.........................................................23
7.        INTEREST....................................................................24
8.        SELECTION OF INTEREST PERIODS...............................................25
9.        MARKET DISRUPTION...........................................................26
10.       REPAYMENT AND PREPAYMENT....................................................27
11.       PAYMENTS....................................................................31
12.       TAXES.......................................................................32
13.       CHANGE IN CIRCUMSTANCES.....................................................33
14.       FEES, EXPENSES AND STAMP DUTIES.............................................35
15.       REPRESENTATIONS AND WARRANTIES..............................................36
16.       GENERAL UNDERTAKINGS........................................................44
17.       INFORMATION, ACCOUNTING AND FINANCIAL UNDERTAKINGS..........................54
18.       EVENT'S OF DEFAULT..........................................................61
20.       EVIDENCE OF INDEBTEDNESS....................................................73
21.       APPLICATION OF MONEYS.......................................................73
22.       PRO RATA PAYMENTS...........................................................73
23.       SET-OFF.....................................................................74
24.       NOTICES.....................................................................75
25.       NO IMPLIED WAIVERS..........................................................76
26.       INVALIDITY OF ANY PROVISION.................................................76
27.       CONFIDENTIALITY.............................................................76
28.       CHANGES TO PARTIES..........................................................76
29.       MEZZANINE LENDERS' DECISIONS................................................79
30.       INDEMNITIES.................................................................80
31.       CERTIFICATES CONCLUSIVE.....................................................81
32.       GOVERNING LAW AND SUBMISSION TO JURISDICTION................................81
33.       COUNTERPARTS................................................................82

SCHEDULES

1         The Original Mezzanine Leader ..............................................83
2         Conditions Precedent .......................................................84
3         Additional Cost ............................................................89
4         Form of Advance Request ....................................................91
5         Formalities Certificate ....................................................93
6         Transfer Certificate .......................................................96

7         Existing Security Interests and Guarantees
              Part A - Existing Security Interests...................................100
              Part B - Existing Guarantees...........................................102
8         Properties.................................................................104
9         Form of Mezzanine Lender Accession Notice..................................106
10        Dormant Subsidiaries.......................................................110

APPENDICES

Appendix 1 Combined Group Pro-forma Statements.......................................
Appendix 2 Pro-forma IP Licence......................................................
</TABLE>

<PAGE>   3

THIS FACILITY AGREEMENT is made on 31st March 1995.

BETWEEN:-

(1)  LK GLOBAL INFORMATION SYSTEMS BV a company incorporated in The Netherlands
     having its legal seat in Delft, whose registered office is situate at
     Hoekenrode 6-8, 1102 BR Amsterdam Zuidoost, The Netherlands (the
     "BORROWER");

(2)  BARCLAYS DE ZOETE WEDD LIMITED (the "ORIGINAL MEZZANINE AGENT");

(3)  BARCLAYS DE ZOETE WEDD LIMITED (the "ORIGINAL MEZZANINE SECURITY TRUSTEE");
     and 

(4)  BARCLAYS DE ZOETE WEDD LIMITED (the "ORIGINAL MEZZANINE LENDER"). 

NOW IT IS HEREBY AGREED as follows:- 

1.   INTERPRETATION 

1.1  In this Agreement, unless the context otherwise requires, the following
     expressions have the following meanings:-

     "ACCEDING MEZZANINE LENDER" means any financial institution which has
     executed a Mezzanine Lender Accession Notice;

     "ACCESSION DATE" means the Business Day falling on or after the Initial
     Termination Date which is specified as such in the notice served by the
     Mezzanine Agent pursuant to Clause 2.3, or such later date as the Mezzanine
     Agent acting on the instructions of all the Mezzanine Lenders may agree in
     writing with the Borrower;

     "ACCOUNTANTS' FINANCIAL STATEMENTS" means those financial statements set
     out on pages 6 and 8 of the second report mentioned in the definition of
     Accountants' Reports and that financial statement set out on page 1 of the
     third report mentioned in the definition of Accountants' Reports;

     "ACCOUNTANTS' REPORTS" mean the reports on the Business entitled "Review of
     the LK Global Manufacturing Systems (UK) PLC Business Plan dated 15th
     February 1995", "Limited Review of BEC Group Limited on behalf of LK Global
     Information Systems (UK) PLC February 1995" and "Limited Review of BEC
     Group Limited on behalf of LK Global Information Systems (UK) PLC addendum
     dated March 1995" prepared by Messrs Pannell Kerr and Forster addressed to,
     inter alia, the Borrower, the Mezzanine Finance Parties and their
     respective successors and assigns and any other report on the Business;

     "ACCOUNTING COMPANIES" means the Borrower, each Principal Subsidiary, each
     other Subsidiary of LKUK (other than Dormant Subsidiaries of LKUK) and each
     other BV Holding Company and "ACCOUNTING COMPANY" means any of them;

     "ACCOUNTING GROUPS" means the Indian Group, the Cypriot Group, the BV
     Group, the Combined Group and each other BV Holding Company Group and
     "ACCOUNTING GROUP" means any of the aforementioned groups of Companies and
     "MEMBER OF AN ACCOUNTING GROUP" and "ACCOUNTING GROUP COMPANY" means any
     member of any of the aforementioned groups of companies;


                                      - 1 -

<PAGE>   4

     "ACCOUNTING QUARTER" means each of the periods of three calendar months
     ending on the last day of the third, sixth, ninth and twelfth Management
     Accounting Periods in each Financial Year;

     "ACQUISITION AGREEMENTS" means each of the following acquisition agreements
     in the agreed terms:- (a) the agreement for the sale and purchase of all
     the issued shares of GMTMS; and (b) the agreement for the sale and purchase
     of certain assets between HMTMS and Bec and "ACQUISITION AGREEMENT" means
     either of them;

     "ACQUISITION COSTS" means all fees (including without limitation front end
     arrangement, underwriting and participation fees payable to the Mezzanine
     Finance Parties, the Senior Lenders or any of them), out-of-pocket costs
     and expenses and stamp, registration, transfer and similar taxes incurred
     by the Borrower or any Subsidiary thereof in connection with the
     negotiation, preparation and execution of the Transaction Documents or in
     the preparation of the Information Package or otherwise in connection with
     the Acquisitions or a Proposed Acquisition;

     "ACQUISITION DOCUMENTS" means the Acquisition Agreements and each agreement
     certified in the agreed terms for each Proposed Acquisition and all other
     documents, agreements and certificates executed in connection therewith;

     "ACQUISITION PACKAGE DOCUMENTS" means, at any time, the Acquisition
     Agreements, the Vendor Disclosure Letters, the Stock Transfer Form, the
     Service Contracts and at any time after the date of this Agreement any
     Acquisition Documents and any other documents certified in the agreed terms
     as the Mezzanine Agent acting on the instructions of all the Mezzanine
     Lenders shall specify in a Term Sheet in relation to any Subsequent Advance
     shall constitute an Acquisition Package Document and in each cast any other
     agreement, deed or other document or certificates executed in connection
     therewith and "ACQUISITION PACKAGE DOCUMENT" means any of them;

     "ACQUISITION STATEMENTS" means the Combined Pro-forma Statements, the LK
     Hospitality Statements, the LK Healthcare Statements, the Genisyst
     Statements, the Bec Statements, the Accountants' Financial Statements and
     LK Engineering Statements and "ACQUISITION STATEMENT" means any of them;

     "ACQUISITIONS" means the acquisition of all the issued shares of GMTMS by
     LKUK and the acquisition of the First Business by HMTMS pursuant to the
     Acquisition Agreements, as more particularly described in the Acquisition
     Agreements and the acquisition of all the issued shares in HMTMS by LKUK
     pursuant to the Stork Transfer Form and "ACQUISITION" means any of the
     foregoing;

     "ADDITIONAL COSTS RATE" means for any period for which an interest rate is
     to be determined for an Advance or, as the cast may be, an unpaid sum (or
     any part of such period), the rate determined by the Mezzanine Agent in
     accordance with Schedule 3;

     "ADVANCE" means the principal amount of each borrowing or advance made or
     to be made by the Mezzanine Lenders under this Agreement and "ADVANCES"
     means all the Advances together;

     "ADVANCE REQUEST" means a notice requesting an Advance in the form set out
     in Schedule 4;

     "AFFECTED INTEREST PERIOD" has the meaning given to it in Clause 9.1;


                                      - 2 -

<PAGE>   5

     "AGGREGATE WARRANT RIGHTS" shall have the meaning ascribed thereto in the
     Warrant Instrument;

     "AGREED CURRENCY" has the meaning given to it in Clause 30.2;

     "APPROPRIATE COMPANIES" means each Charging Company which is a private
     limited company which has complied with the provisions set out in Sections
     155 to 158 of the Companies Act 1985 in relation to any financial
     assistance (including without limitation any Security Interest granted in
     favour of the Mezzanine Security Trustee) given by it to any person in
     connection with the acquisition by any person of shares in it or in any of
     its Holding Companies or in connection with any reduction or discharge of
     any liability so incurred and "APPROPRIATE COMPANY" means any of them;

     "ARIS UNDERTAKING" means the undertaken dated the date of this Agreement in
     form and substance satisfactory to the Mezzanine Agent between, LK Cyprus
     and Dr L Kyprianou certified in the agreed terms;

     "ARTICLES" means the constitutional documents of the Borrower certified in
     the agreed terms and in force at the Completion Date;

     "ASSIGNMENTS OF INTELLECTUAL PROPERTY" means the deeds of assignment in the
     agreed terms whereby certain intellectual property rights of the Obligors
     party thereto are to be assigned by way of security to the Mezzanine
     Security Trustee and "ASSIGNMENT OF INTELLECTUAL PROPERTY" means any of
     them;

     "ASSIGNMENTS OF KEY-MAN POLICIES" means the deeds of assignment in the
     agreed terms whereby the Key-man Policies are to be assigned by way of
     security to the Mezzanine Security Trustee and "ASSIGNMENT OF KEY-MAN
     POLICIES" means any of them;

     "AUDITORS" means Messrs Pannell Kerr and Forster and/or such other firm of
     accountants as the Borrower, or any other BV Group Company (as the case may
     be) may appoint in compliance with the provisions of Clause 17.3;

     "AVAILABLE AMOUNT" means at any time Total Commitments at that time less
     the amount of the Loan at that time;

     "AVAILABILITY DATE" means the date on which the Mezzanine Agent gives
     notice to the Mezzanine Lenders and the Borrower confirming that the
     initial conditions precedent have been satisfied in accordance with Clause
     5.1(a);

     "BANKING DISCLOSURE LETTERS" means, at any time, the letter from the
     Borrower to the Mezzanine Agent in form and substance satisfactory to the
     Mezzanine Agent dated the date of this Agreement disclosing certain matters
     for the purposes of Clause 15 and at any time after the date of this
     Agreement any other letter from the Borrower to the Mezzanine Agent in the
     agreed terms that the Mezzanine Agent acting on the instruction of all the
     Mezzanine Lenders shall designate shall constitute a Banking Disclosure
     Letter and "BANKING DISCLOSURE LETTER" means any of them;

     "BEC" means Bec Group Limited, a company incorporated in England and Wales
     with registered No. 01402285;

     "BEC GROUP" means Bec and all of its Subsidiaries immediately prior to the
     Acquisitions and "MEMBER OF THE BEC GROUP" or "BEC GROUP COMPANY" means any
     of them;



                                      - 3 -
<PAGE>   6

     "BEC STATEMENTS" means the audited consolidated financial statements of Bec
     and its Subsidiaries (including the notes thereto), for the year ended
     31st March 1993, the unaudited consolidated management accounts of Bec and
     its Subsidiaries, (including the notes thereto (if any)), for the year
     ended 31st March 1994 and the unaudited consolidated management accounts of
     Bec and its Subsidiaries for-the period commencing 1st April 1994 and
     ending 31st January 1995;

     "BUDGET" has the meaning given to it in Clause 17.4(e);

     "BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which
     banks and financial markets are open in London for the transaction of
     business of the nature required by this Agreement;

     "BUSINESS PLANS" means, At any time, the business plan entitled "LK GLOBAL
     MANUFACTURING SYSTEMS (UK) PLC BUSINESS PLAN" dated 15 February 1995
     prepared by Dr Lycourgos Kyprianou, Noel R Voice and Michael W Bennett and
     at any time after the date of this Agreement any other business plan in the
     agreed terms as the Mezzanine Agent acting on the instructions of all the
     Mezzanine Lenders shall specify in a Term Sheet in relation to any
     Subsequent Advance shall constitute a Business Plan and "BUSINESS PLAN"
     means any of them;

     "BUSINESSES" means the First Business and at any time after the date of
     this Agreement any other business as the Mezzanine Agent on the
     instructions of all the Mezzanine Lenders shall specify in a Term Sheet in
     relation to any Subsequent Advance shall constitute all or part of the
     Businesses and "BUSINESS" means any of them;

     "BV GROUP" means the Borrower and all of its Subsidiaries and "MEMBER OF
     THE BV GROUP" or "BV GROUP COMPANY" means any one of them;

     "BV HOLDING COMPANIES" means each Holding Company of each BV Group Company
     (other than LKNV) and "BV HOLDING COMPANY" means any of them;

     "BV HOLDING COMPANY GROUPS" means each group of companies comprising a BV
     Holding Company and all of that BV Holding Company's Subsidiaries (other
     than its Dormant Subsidiaries save for the purpose of the definition of
     Accounting Groups when used in Clause 15.15(a) when it shall include its
     Dormant Subsidiaries) and "BV HOLDING COMPANY GROUP" means any one of those
     group of companies;

     "CAPITAL EXPENDITURE" means expenditure on buildings, freehold and
     leasehold property and on plant, machinery and other similar types of
     equipment which would be treated as a capital asset in accordance with UK
     gaap;

     "CASH COLLATERAL ACCOUNT" means any interest bearing account with the
     Mezzanine Security Trustee or such other financial institution as the
     Mezzanine Agent shall nominate by notice in writing to the Borrower opened
     or to be opened in the name of the Borrower into which certain sums are to
     be paid to be held as security by the Mezzanine Security Trustee for the
     obligations of the Borrower under the Mezzanine Finance Documents;

     "CASH COLLATERAL CHARGE" means a charge in a form required by the Mezzanine
     Agent granted or to be granted by the Borrower to the Mezzanine Security
     Trustee in relation to a Cash Collateral Account,

     "CHARGING COMPANY" means any member of the UK Group which executes a fixed
     and floating Security Interest in substantially similar terms to the
     Guarantee and Debenture in favour of the Mezzanine Security Trustee;

                                      - 4 -
<PAGE>   7

     "COMBINED GROUP" means that group of entities (without double counting)
     comprising each BV Group Company, each Indian Group Company and each
     Cypriot Group Company and as if the Borrower was the Holding Company of the
     BV Group, the Cypriot Group and the Indian Group and "MEMBER OF THE
     COMBINED GROUP" or "COMBINED GROUP COMPANY" means any of them;

     "COMBINED GROUP PRO-FORMA STATEMENTS" means the pro-forma statements of the
     Combined Group set out in Appendix 1 hereto;

     "COMMITMENT" means, in relation to the participation of any Mezzanine
     Lender in the Facility, the amount stated opposite its name in Schedule 1
     or as specified in any Mezzanine Lender Accession Notice delivered pursuant
     to Clause 2.3 (or, in the case of a Transferee, the amount stated in the
     Schedule to the relevant Transfer Certificate as being transferred to that
     Transferee) in relation to the Facility (collectively the "TOTAL
     COMMITMENTS") as the same may be transferred (in whole or in part),
     cancelled, reduced, varied or terminated in accordance with the terms of
     this Agreement;

     "COMMISSIONED SOFTWARE AGREEMENT" means the agreement in the agreed terms
     entered into or to be entered into between HMTMS and LK India in relation
     to, inter alia, the Programs (as defined therein);

     "COMPLETIONS" means the completion of the sale and purchase of the shares
     in GMTMS and the assets of Bec (as the case may be) pursuant to the
     Acquisition Agreements and the completion of the transfer of all the issued
     shares in the capital of HMTMS from GMTMS to LKUK and "COMPLETION" means
     any of the foregoing completions;

     "COMPLETION ACCOUNTS" means the accounts delivered to the Mezzanine Agent
     under Clause 17.4(c);

     "COMPLETION DATE" means the date the last Completion takes place;

     "CONSOLIDATION PERIOD" means the date commencing on the drawdown of the
     First Advance and ending on 31st October 1995;

     "CONTROL" means either (a) the acquisition of 30 percent or more of the
     equity share capital of the Borrower or any Principal Subsidiary (as the
     case may be) or (b) the acquisition of shares in the Borrower or any
     Principal Subsidiary (as the case may be) having the right to cast 30 per
     cent or more of the votes capable of being cut in general meetings of the
     Borrower or any Principal Subsidiary (as the case may be) or (c) control as
     defined in Section 840 Income and Corporation Taxes Act 1988;

     "CYPRIOT GROUP" means LK Cyprus and all its Subsidiaries and "MEMBER OF THE
     CYPRIOT GROUP" or "CYPRIOT GROUP COMPANY" means any of them;

     "DEED OF ADHERENCE" shall have the meaning ascribed to that term in the
     Intercreditor Deed; "DEFAULT INTEREST PERIOD" has the meaning given to it
     in Clause 7.6(b); 

     "DEFAULT RATE" has the meaning given to it in Clause 7.6;

     "DORMANT SUBSIDIARY" means a Subsidiary of the Borrower which has not
     traded or has ceased trading and which the Borrower demonstrates to the
     Mezzanine Agent's satisfaction only owns gross assets which have an
     aggregate market value of less than L.500,000;



                                      - 5 -
<PAGE>   8

     "DRAWDOWN DATE" means, in relation to an Advance, the date for the making
     of such Advance as specified by the Borrower in the relevant Advance
     Request;

     "EBIT" has the meaning given to it in Clause 17.9(b);

     "EMPLOYEE OPTIONS" means the options to be granted by the Borrower to
     certain directors and/or employees of certain of its Subsidiaries from time
     to time to subscribe for ordinary shares in the capital of the Borrower but
     which in any event do not in aggregate comprise any greater than 5% of the
     ordinary issued share capital of the Borrower from time to time;

     "ENVIRONMENT" means all gases, air, vapours, liquids, water, land, surface
     and sub-surface soils, rock, flora, fauna, wetlands and all other natural
     resources or part thereof including artificial or man-made buildings,
     structures or enclosures;

     "ENVIRONMENTAL APPROVAL" means any permit, licence, authorisation, consent
     or other approval required under or in relation to Environmental Law;

     "ENVIRONMENTAL LAW" means all European Union, national or local statutes,
     orders, regulations, or other law or subordinate legislation or common law
     or codes of practice concerning the Environment or workplace health and
     safety which are or have been in existence and binding upon any Obligor or
     any other member of the BV Group in the relevant jurisdiction in which it
     has been or is operating (including by the export of its products thereto);

     "EVENT OF DEFAULT" means any of the events specified in Clause 18. 1;

     "FACILITY" means the loan facility more particularly described in Clause
     2.1 granted by the Mezzanine Lenders in accordance with the terms of this
     Agreement;

     "FACILITY PERIOD" means the period from and including the date of this
     Agreement to and including the Final Repayment Date;

     "FEES LETTERS" means, at any time, the letter from the Mezzanine Agent to
     the Borrower dated the date of this Agreement setting out the details of
     certain fees payable by the Borrower in connection with the Facility and at
     any time after the date of this Agreement any other letter from the
     Mezzanine Agent certified in the agreed terms that the Mezzanine Agent
     shall designate shall constitute a fees letter and "FEES LETTER" means any
     of them;

     "FINAL REPAYMENT DATE" means 28th of February in the calendar year in which
     the seventh anniversary of the Drawdown Date of the last Advance made under
     this Agreement occurs;

     "FINANCE DOCUMENTS" means, at any time:

     (a)  when designated "SENIOR", the Senior Facility Agreements, the Senior
          Security Documents and the Intercreditor Deeds and at any time after
          the date of this Agreement any other documents in the agreed terms as
          the Mezzanine Agent acting on the instructions of all the Mezzanine
          Lenders shall designate shall constitute a Senior Finance Document;

     (b)  when designated "MEZZANINE", this Agreement, the Fees Letters, a
          Backing Disclosure Letter, the Mezzanine Security Documents, the
          Intercreditor Deeds and the Hedging Agreements and at any time after
          the date of this Agreement such other documents certified in the
          agreed terms as the Mezzanine Agent acting on the instructions of all
          the Mezzanine Lenders shall specify in a Term Sheet in relation to any
          Subsequent Advance shall constitute a Mezzanine Finance Document and
          in

                                      - 6 -
<PAGE>   9

        each case any other document expressed to be made supplemental to and/or
        modifying any of the foregoing or entered into pursuant hereto or
        thereto;

     (c)  without any such designation, the Senior Finance Documents and/or the
          Mezzanine Finance Documents as the context requires; and

     "FINANCE DOCUMENT" means any of them;

     "FINANCIAL INDEBTEDNESS" mean any indebtedness in respect of or arising
     under or in connection with:-

     (a)  moneys borrowed (including overdrafts); or

     (b)  any debenture, bond, note or loan stock or other similar instrument;
          or

     (c)  any acceptance or documentary credit; or

     (d)  receivables sold or discounted (otherwise than on a non-recourse
          basis); or

     (e)  the purchase price of any asset to the extent payable by any member of
          the Relevant Group after the time of sale or delivery to a member of
          the Relevant Group where the deferred payment is arranged primarily as
          a method of raising finance or financing or refinancing the purchase
          of the asset acquired; or

     (f)  the sale price of any asset to the extent paid before the time of sale
          or delivery by any member of the Relevant Group liable to effect such
          sale or delivery where the advance payment is arranged primarily as a
          method of raising finance or financing or refinancing the manufacture,
          assembly, acquisition or holding of the asset to be sold; or

     (g)  finance leases, credit sale or conditional sale agreements (whether in
          respect of land, buildings, plant, machinery, equipment or otherwise)
          entered into primarily as a method of raising finance or financing or
          refinancing the acquisition of the relevant asset (but not including
          liabilities under operating leases); or

     (h)  the Hedging Agreements; or

     (i)  the amount payable by any member of the Relevant Group in respect of
          the redemption of any share capital or other securities issued by it
          or any other member of the Relevant Group; or

     (j)  any guarantee, indemnity or similar assurance against financial loss
          of any person; or

     (k)  amounts raised under any other transaction having as a primary and not
          an incidental effect the commercial effect of a borrowing;

          and so that where the amount of Financial Indebtedness falls to be
          calculated:-

          (i)  Financial Indebtedness owed by one member of the Relevant Group
               to another wholly owned member of the Relevant Group shall
               be excluded;

          (ii) no amount shall be taken into account more than once in the same
               calculation; and


                                      - 7 -

<PAGE>   10

         (iii) when any amount required to be taken into account on any
               particular day is denominated or payable in a currency other than
               Sterling, that amount shall be converted into Sterling at the
               Mezzanine Agent's spot rate of exchange on that day for the
               purchase of such other currency;

     "FINANCIAL YEAR" means the period of twelve months ending on 31st December
     in each year; 

     "FIRST ADVANCE" means an Advance made for the purposes set out in Clause
     4.1(a);

     "FIRST BUSINESS" means the business of Bec to be acquired by HMTMS pursuant
     to the agreement referred to in sub-paragraph (b) of the definition of
     Acquisition Agreements;

     "FLOTATION" means either of (a) the inclusion of any part of the share
     capital of the Borrower or any Principal Subsidiary in the Official List of
     The International Stock Exchange of the United Kingdom and the Republic of
     Ireland Limited or the grant of permission to deal in the same in the
     Unlisted Securities Market or any recognized investment exchange (as the
     term is used in the Financial Services Act 1986) or in or on any exchange
     or market replacing the same or (b) the listing or quotation of any part of
     the share capital of the Borrower or any Principal Subsidiary on any other
     recognized stock exchange, over-the-counter market or any other regular
     published list of share prices for the purpose of offering such share
     capital to the public (other than the "grey" market);

     "GENISYST" means Genisyst Systems Limited, a company incorporated in
     England and Wales with registered No. 02838619;

     "GENISYST STATEMENTS" means the audited consolidated financial statements
     of Genisyst and its Subsidiaries, (including the notes thereto), for the
     year ended 31st July 1994;

     "GMTMS" means GMTMS Limited a company incorporated in England and Wales
     with registered No. 3027934;

     "GUARANTEE" means any guarantee, indemnity or other assurance against
     financial loss given by any Obligor in respect of the obligations of
     another person;

     "GUARANTEES AND DEBENTURES" means the guarantees and debentures executed or
     to be executed by each UK Group Company (other than any Dormant Subsidiary
     of LKUK) on the Completion Date (including for the avoidance of doubt
     HMTMS) in favour of the Mezzanine Security Trustee substantially in the
     agreed terms;

     "HEDGING AGREEMENTS" means agreements entered into between (the Hedging
     Bank and the Borrower for the purpose of managing or hedging currency
     and/or interest rate risk whether by way of forward exchange, cap, collar,
     swap, forward rate agreement or otherwise approved by the Mezzanine Agent;

     "HEDGING BANK" means Barclays de Zoete Wedd Limited;

     "HMTMS" means HMTMS Limited a company incorporated in England and Wales
     with registered No. 03027845;

     "HOLDING COMPANY" means, in relation to a body corporate, any other body
     corporate of which it is a Subsidiary;

     "INDIAN GROUP" means LK India and all its Subsidiaries and "MEMBER OF THE
     INDIAN GROUP" or "INDIAN GROUP COMPANY" means any of them;


                                      - 8 -
<PAGE>   11

     "INFORMATION PACKAGE" means, at any time, the Accountants' Reports, the
     Business Plans, the Budget for the Financial Year of the Borrower ending
     31st December 1995 and at any time prior to and including the date the
     First Advance is made hereunder the Product and Market Report and at any
     time after the date of this Agreement each other report or document which
     the Mezzanine Agent acting on the instructions of all of the Mezzanine
     Lenders shall specify in the Term Sheet in relation to any Subsequent
     Advance shall constitute part of the Information Package each of which
     shall be certified if so required by the Mezzanine Agent;

     "INITIAL PERIOD" means the period commencing on the Availability Date and
     ending on but excluding the day on which the Mezzanine Agent receives any
     duly executed Mezzanine Lender Accession Notice;

     "INITIAL PREPAYMENTS" means each of those prepayments (if any) of the First
     Advance made prior to and including 31st December 1995 starting with the
     first such prepayment and ending with that prepayment which when added to
     each other preceding prepayment does not exceed L.500,000 and "INITIAL
     PREPAYMENT" means any of them;

     "INITIAL TERMINATION DATE" means the earlier of (a) the day on which the
     aggregate of the Original Mezzanine Lenders' Original Commitment is zero
     and (b) the 30th September 1995 or such later date as agreed in writing
     between the Mezzanine Agent acting on the instructions of all the Mezzanine
     Lenders and the Borrower;

     "INSURANCES" means the insurance effected by each Combined Group Company in
     relation to its respective assets and business in accordance with Clause
     16.8;

     "INTELLECTUAL PROPERTY" means all know how, patents and patent
     applications, trade and/or service marks and trade and/or service mark
     applications (and all goodwill associated with such applications), all
     brand and trade names, all business names, topographical or similar rights,
     all copyrights and rights in the nature of copyright, all design rights,
     all registered designs and applications for registered designs, all trade
     secrets, know-how and all other intellectual property rights now or in the
     future owned by each Combined Group Company throughout the world or the
     interests of any Combined Group Company in any of the foregoing now or in
     the future, or which are material to the business of any Combined Group
     Company together with the benefit of all present and future agreements
     entered into or the benefit of which is enjoyed by any Combined Group
     Company relating to the use or exploitation of any of the aforementioned
     rights;

     "INTERCREDITOR DEEDS" means, at any time, the intercreditor deed of the
     same date as this Agreement between the Borrower, the Mezzanine Agent, the
     Mezzanine Security Trustee, the Mezzanine Lenders, the Hedging Bank and the
     Senior Lender and at any time after the date of this Agreement any
     intercreditor deed certified in the agreed terms as the Mezzanine Agent
     acting on the instructions of all the Mezzanine Lenders shall designate
     and shall constitute an InterCreditor Deed and "INTERCREDITOR DEED" means
     any of them;

     "INTEREST PERIOD" means a period by reference to which interest is
     calculated and payable on an Advance or overdue sum;

     "KEY MANAGERS" means Dr Lycourgos Kyprianou, Michael Gadbury, Clive
     Webster, David Horrell and Robert Burgess and at any time after the date of
     this Agreement any other person as the Mezzanine Agent acting on the
     instructions of all of the Mezzanine Lenders shall specify in a Term Sheet
     in relation to any Subsequent Advance shall constitute a Key Manager:



                                      - 9 -
<PAGE>   12

            "KEY-MAN POLICIES" means, at any time, the key-man life assurance
            policies (in form and substance satisfactory to the Mezzanine Agent
            with such insurer as the Mezzanine Agent has approved) in respect of
            in the case of the Key Managers listed under Part I and II below
            death, in the case of the Key Managers listed in Part III below in
            respect of the death and disability and in respect of the Key
            Managers listed in Part IV below disability, in each case maintained
            by the persons for the amounts (net, in each case, of any Taxes) and
            the periods set opposite the relevant Key Manager's name under the
            columns headed "Person", "Amount" and "Period" below:
<TABLE>
<CAPTION>

                                     PART I

Name                      Person                 Amount         Period

<S>                       <C>                    <C>            <C>       
1. Dr L Kyprianou         LK Hospitality         L.  200,000    the Facility Period
2. Dr L Kyprianou         Dr L Kyprianou         L.1,000,000    the Facility Period
3. Mr M Gadbury           LK Hospitality         L.  200,000    the Facility Period

                                     PART II

4. Dr L Kyprianou         Dr L Kyprianou         L.1,000,000    the period 
                                                                commencing on the 
                                                                day falling 10
                                                                Business Days after the 
                                                                date of this Agreement and 
                                                                ending on the last day of the 
                                                                Facility Period
                                    PART III

5. Mr M Gadbury           LK Hospitality         L.  300,000 )  the period
6. Mr C Webster           LK Hospitality         L.  500,000 )  commencing on the
7. Mr D Horrell           LK Healthcare          L.  500,000 )  day falling one month
8. Mr R Burgess           LK Healthcare          L.  500,000 )  after the date of this
                                                                Agreement and
                                                                ending on the last day
                                                                of the Facility Period

                                     PART IV

9.  Dr L Kyprianou        LK Hospitality         L.  200.000 )  the period
10. Dr L Kyprianou        Dr Kyprianou           L.2,000,000 )  commencing on the
11. Mr M Gadbury          LK Hospitality         L.  200,000 )  day falling one month
                                                             )  after the date of
                                                             )  this Agreement and
                                                             )  ending on the last day
                                                             )  of the Facility Period
</TABLE>

     and at any time after the date of this Agreement any other policies
     certified in the agreed terms as the Mezzanine Agent acting on the
     instructions of all the Mezzanine Lenders shall specify in a Term Sheet in
     relation to any Subsequent Advance shall constitute any of the Key-Man
     Policies and "KEY-MAN POLICY" means any of them;

     "LENDING OFFICE" means, in relation to a Mezzanine Lender, the office in
     the United Kingdom through which it is acting for the purpose of this
     Agreement;

                                     - 10 -

<PAGE>   13

     "LIBOR" means, in relation to any Advance, of any overdue sum, the
     arithmetic mean (rounded upwards, if necessary, to the nearest four decimal
     places) of the respective rates, as supplied to the Mezzanine Agent at its
     request, quoted by the Reference Banks to prime banks in the London
     Interbank Market at or about 11.00 a.m. on the Rate Fixing Day for the
     offering of Sterling deposits in an amount comparable to the amount of, and
     for a period equal to the relevant Interest Period relating to that Advance
     (or overdue sum) for delivery on the first day of that Interest Period;

     "LK CYPRUS" means LK Computer Systems Consultants Limited a company
     incorporated in Cyprus with registered No. E. 12420;

     "LK ENGINEERING" means LK Global Field Engineering (UK) PLC a company
     incorporated in England and Wales with registered No. 02968507;

     "LK ENGINEERING STATEMENTS" means the unaudited management accounts for LK
     Engineering for the calendar month ending 31st January 1995;

     "LK HEALTHCARE" means LK Global Healthcare Systems (UK) PLC a company
     incorporated in England and Wales with registered No. 2968436;

     "LK HEALTHCARE STATEMENTS" means the unaudited consolidated management
     accounts of LK Healthcare and its Subsidiaries, (including the notes
     thereto (if any)), for the year ended 31st December 1994 and the unaudited
     consolidated management accounts of LK Healthcare and its Subsidiaries for
     the calendar month ending 31st January 1995;

     "LK HOSPITALITY" means LK Global Hospitality Systems (UK) PLC a company
     incorporated in England and Wales with registered No. 2777492;

     "LK HOSPITALITY STATEMENTS" means the audited consolidated financial
     statements of LK Hospitality and its Subsidiaries (including the notes
     thereto) for the year ended 31st December 1993 and the unaudited
     consolidated management accounts of LK Hospitality and its Subsidiaries,
     (including the notes thereto (if any)), for the year ended 31st December
     1994 and the consolidated management accounts of LK Hospitality and its
     Subsidiaries for the calendar month ending 31st January 1995;

     "LK INDIA" means LK Software Engineering (India) Private Limited a company
     incorporated in India;

     "LK IRELAND" means LK Group International Corporation Limited a company
     incorporated in the Republic of Ireland with registered No. 158751;

     "LKNV" means LK Global (Holdings) NV a company incorporated in The
     Netherlands Antilles with registered No. 67771 in the Caracao Chamber of
     Commerce and Industry;

     "LKUK" means LK Global Information Systems (UK) PLC a company incorporated
     in England and Wales with registered No. 02968497;

     "LOAN" means the aggregate principal amount of all Advances for the time
     being outstanding under this Agreement;

     "MAJORITY MEZZANINE LENDERS" means:

     (i)  before any Advances have been made under this Agreement, a Mezzanine
          Lender or group of Mezzanine Lenders whose Commitments amount in
          aggregate to more than 66 2/3 per cent of the Total Commitments of the
          Mezzanine Lenders; and


                                     - 11 -

<PAGE>   14

     (ii) thereafter, a Mezzanine Lender or group of Mezzanine Lenders to whom
          in aggregate more than 66 2/3 per cent of the Loan is owed (or,
          immediately prior to its repayment, was then owed);

     "MANAGEMENT ACCOUNTING PERIODS" means, in relation to the Borrower, the
     period adopted by it for the purpose of its management accounts being each
     calendar month in any Financial Year;

     "MARGIN" means 4 per cent per annum;

     "MATERIAL ADVERSE EFFECT" is to be construed as a reference to an event or
     matter having a material adverse effect on:-

     (a)  the financial condition, assets, profits or prospects of any of (i)
          the BV Group taken as a whole; (ii) the Combined Group taken as a
          whole; (iii) the Borrower; or (iv) an Obligor; or

     (b)  the ability of the Borrower or any Obligor to perform in a timely
          manner all or any of its obligations (including, without limitation,
          its payment obligations) under any of the Mezzanine Finance Documents;

  "MAXIMUM FACILITY AMOUNT" means:-

     (i)  an amount being the sum of L.5,000,000 and the aggregate amount of the
          proposed Commitments of the financial institutions, nominated by the
          Mezzanine Agent in accordance with Clause 2.3 and, who have on or
          before the Accession Date delivered to the Mezzanine Agent a Mezzanine
          Lender Accession Notice complying with the terms of this Agreement and
          the Intercreditor Deed; or

     (ii) the amount agreed following the termination of the negotiations
          between the Borrower and the Mezzanine Agent to determine the maximum
          amount of the Facility,

     but unless and until such financial institutions referred to in (i) above
     become a party hereto or if applicable the Mezzanine Agent and the Borrower
     agree an amount in accordance with (ii) above, the amount shall be
     L.5,000,000;

     "MEMORANDA OF DEPOSIT" means each memorandum of deposit of shares in LK
     India and LK Cyprus executed by Dr L Kyprianou, Mrs E Kyprianou and LK
     Ireland respectively in favour of the Mezzanine Security Trustee;

     "MEZZANINE AGENT" means the Original Mezzanine Agent or such substitute
     agent for the Mezzanine Lenders as shall be appointed pursuant to Clause
     19.9;

     "MEZZANINE FINANCE PARTIES" means the Mezzanine Agent, the Mezzanine
     Security Trustee, the Mezzanine Lenders and "MEZZANINE FINANCE PARTY" means
     any of them;

     "MEZZANINE INTEREST" means the gross amount of interest payable in respect
     of the Facility;

     "MEZZANINE LENDER ACCESSION NOTICE" means a notice to be delivered by any
     Acceding Mezzanine Lender to the Mezzanine Agent substantially in the form
     set out in Schedule 9;

     "MEZZANINE LENDERS" means, subject as hereinafter provided, the Original
     Mezzanine Lender (and any Transferee or Acceding Mezzanine Lender which
     becomes a party hereto



                                     - 12 -

<PAGE>   15




     pursuant to a Transfer Certificate or, as the case may be, Mezzanine Lender
     Accession Notice) and Mezzanine Leader means any of them;

     "MEZZANINE SECURITY DOCUMENTS" means, at any time, the Guarantees and
     Debentures, the Assignments of Key-man Policies, the Memoranda of Deposit
     and the Assignments of Intellectual Property and all other documents
     creating, evidencing or granting or the subject of security for the
     obligations of the Borrower or any other Obligor under the Mezzanine
     Finance Documents in particular but without limitation any such documents
     certified in the agreed terms as the Mezzanine Agent acting on the
     instructions of all the Mezzanine Lenders shall specify in a Term Sheet in
     relation to any Subsequent Advance shall constitute a Mezzanine Security
     Document;

     "MEZZANINE SECURITY TRUSTEE" means the Original Mezzanine Security Trustee
     as trustee for the Mezzanine Finance Parties under the Mezzanine Security
     Documents or such other person as may from time to time hold the whole or
     any part of the security created thereby;

     "OBLIGOR" means a person and/or any member of the Combined Group which has
     undertaken (or in the future undertakes) obligations to any of the
     Mezzanine Finance Parties pursuant to one or more Mezzanine Finance
     Documents and "OBLIGORS" means any two or more of the foregoing;

     "ORIGINAL COMMITMENT" means, in relation to the Original Mezzanine Lender
     and subject as hereinafter provided, the amount set opposite its name in
     the column headed "Commitment" in Schedule 1;

     "ORIGINAL SENIOR LENDER" means Barclays Bank PLC;

     "PARTICIPATION means in relation to a Mezzanine Lender and the Facility,
     its right, title, interest and obligations in relation to the Facility,
     namely:-

     (a)  its right to receive its Participation Proportion of principal and
          interest in respect of outstanding Advances under the Facility; and

     (b)  its obligation to participate in its Participation Proportion in
          future Advances up to the Maximum Facility Amount;

     "PARTICIPATION PROPORTION" means, in relation to a Mezzanine Lender and the
     Facility, the proportion in which that Mezzanine Lender has agreed to
     participate in the Facility pursuant to Clause 3.1;

     "PAYMENT CURRENCY" has the meaning given to it in Clause 30.2(a);

     "PERIOD A" means each period in any calendar year during the Facility
     Period commencing on 1st March and ending on 31st July (both days
     inclusive);

     "PERIOD B" means each period in any calendar year during the Facility
     Period commencing on 1st August and ending on 28th (or, in a leap year,
     29th) February (both days inclusive);

     "PERMITTED GUARANTEE" means any Guarantee falling within the provisions of
     sub-clauses 16.13(a) to 16.13(c);

     "PERMITTED SECURITY INTEREST" means any Security Interest falling within
     the provisions of sub-clauses 16.12(a) to 16.12(c);



                                     - 13 -
<PAGE>   16

     "POTENTIAL EVENT OF DEFAULT" means any event which with the giving of
     notice or the lapse of time or the making of any determination or the
     fulfilment of any condition will, or could reasonably be expected to,
     constitute an Event of Default.

     "PRINCIPAL SUBSIDIARY" means HMTMS and any other member of the Combined
     Group whose gross assets exceed 10% of the total gross assets of the
     Combined Group or whose gross profit exceeds 10% of the gross profits of
     the Combined Group (gross assets and gross profits being determined in
     accordance with UK gaap);

     "PRODUCT AND MARKET REPORT" means the report referred to in paragraph 26 of
     Schedule 2; 

     "PRO-FORMA IP LICENCE" means the licence attached as Appendix 2 to this 
     Agreement;

     "PROJECT DOCUMENTS" means, at any time, the Mezzanine Finance Documents,
     the Warrant Instrument, the Warrants, the Shareholders Agreement, the
     Articles, the ARIS Undertaking, the Commissioned Software Agreement, and at
     any time after the date of this Agreement any other document certified in
     the agreed terms as the Mezzanine Agent acting on the instructions of all
     the Mezzanine Lenders shall specify in a Term Sheet in relation to any
     Subsequent Advance shall constitute a Project Document and, in each case,
     each and any agreement, deed or other document or certificate executed in
     connection therewith and "PROJECT DOCUMENT" means any of them;

     "PROPERTIES" means, at any time, each of the properties listed in Schedule
     8 and at any time after the date of this Agreement any other properties as
     the Mezzanine Agent acting on the instructions of all the Mezzanine
     Lenders shall specify in a Term Sheet in relation to any Subsequent Advance
     shall constitute one of the Properties;

     "PROPOSED ACQUISITION" means a proposed purchase of all or substantially
     all of the shares or the business and assets of any person by the Borrower
     or any Appropriate Company or any Charging Company (as the case may be)
     which has beta approved by the Mezzanine Agent acting on the instructions
     of all the Mezzanine Lenders;

     "PROPOSED ACQUISITION AGREEMENT" means the acquisition agreement certified
     in the agreed terms relating to a Proposed Acquisition and all other
     documents, agreements and certificates executed in connection therewith;

     "PROPOSED COMPLETION" means the completion of a Proposed Acquisition
     pursuant to the Proposed Acquisition Agreement for that Proposed
     Acquisition;

     "QUALIFYING LENDER" means at any time a person which is at that time
     recognised by the Inland Revenue as carrying on a bona fide banking
     business in the United Kingdom for the purposes of Section 349 of the
     Income and Corporation Taxes Act 1988 and bringing into account amounts
     paid and payable under this Agreement as trading receipts in the ordinary
     course of its banking business;

     "RATE FIXING DAY" means, in relation to an Advance, its Drawdown Date and
     in relation to any Interest Period, the first day of that Interest Period;

     "REFERENCE BANKS" means Barclays de Zoete Wedd Limited acting for this
     purpose through its principal office in London, or such other banks or
     financial institutions which the Borrower and the Majority Mezzanine
     Lenders may agree from time to time; -

     "RELEVANT GROUP" means at any time prior to but excluding 31st December
     1995 the Combined Group and at all times thereafter the BV Group;


                                     - 14 -
<PAGE>   17





     "RELEVANT SECURITIES" shall have the meaning ascribed to that term by
     Section 80(2) of the Companies Act 1985;

     "REPAYMENT DATA" means in relation to any Advance with a Drawdown Date
     which falls during any Period A the 28th of February in each calendar year
     commencing with the calendar year falling three calendar years after the
     Drawdown Date of that Advance and ending with the calendar year falling
     seven calendar years after the Drawdown Date of that Advance and in
     relation to any Advance which falls during any Period B the 28th of
     February in each calendar year commencing with the calendar year falling
     four calendar years after the Drawdown Date of that Advance and ending with
     the calendar year falling seven calendar years after the Drawdown Date of
     that Advance and "Repayment Date" means any of them;

     "RESERVATIONS" means the principle that equitable remedies are remedies
     which may be granted or refused at the discretion of the court, the
     limitation of enforcement by laws relating to bankruptcy, insolvency,
     liquidation, reorganization, court schemes, moratoria, administration and
     other similar laws generally affecting the rights of creditors, the time
     barring of claims under the Limitation Acts, the possibility that an
     undertaking to assume liability for or to indemnify a person against
     non-payment of United Kingdom stamp duty may be void, defences of set-off
     or counterclaim and similar principles and similar matters arising under
     the laws of any foreign jurisdictions in which the relevant obligations may
     have to be performed;

     "SALE" means a sale of all or substantially all of the shares or business
     and assets of the Borrower or any Principal Subsidiary;

     "SECURITY INTEREST" means any mortgage, charge (fixed or floating), pledge,
     lien, hypothecation, right of set-off, trust, assignment by way of
     security, reservation of title, or any other security interest whatsoever,
     howsoever created or arising or any other agreement or arrangement
     (including, without limitation, a sale and repurchase arrangement) having
     the commercial effect of conferring security and any agreement to enter
     into, create or establish any of the foregoing;

     "SENIOR FACILITY AGREEMENTS" means at any time, each of the following
     facility agreements:-

     (a)  a facility agreement dated 9th June 1994 between the Original Senior
          Leader and LK Hospitality (as, amended by an amending agreement dated
          13th July 1994) pursuant to which the Original Senior Lender made
          available to LK Hospitality a loan facility of up to a maximum
          aggregate principal amount of L.450,000;

     (b)  a facility letter agreement dated 9th June 1994 between the Original
          Senior Lender and LK Hospitality pursuant to which the Original Senior
          Lender made available to LK Hospitality an overdraft facility of up to
          a maximum aggregate principal amount of L.300,000 and certain other
          ancillary facilities as set out therein,

     (c)  a facility agreement dated 11th October 1994 between the Original
          Senior Lender and LK Healthcare (as amended by an amending agreement
          dated 11th October 1994) pursuant to which the Original Senior Leader
          made available to LK Healthcare a loan facility of up to a maximum
          aggregate principal amount of L.1,759,000;

     (d)  a facility agreement dated 11th October 1994 between the Original
          Senior Lender and LK Healthcare (as amended by an amending agreement
          dated 11th October 1994) pursuant to which the Original Senior Lender
          made available to LK Healthcare an overdraft facility of up to a
          maximum aggregate principal amount of L.350,000;

                                     - 15 -
<PAGE>   18

  (e)   a facility agreement dated the same date of this Agreement between the
        Original Senior Lender and HMTMS pursuant to which the Original Senior
        Lender has agreed to make available to HMTMS certain credit facilities
        of up to a maximum aggregate principal amount of L.1,500,000; and

  (f)   a facility agreement dated the same date of this Agreement between the
        Original Senior Lender and HMTMS pursuant to which the Original Senior
        Lender has agreed to make available to HMTMS certain credit facilities
        of up to a maximum aggregate principal amount of L.500,000,

  and at any time after the date of this Agreement any facility agreement
  certified in the agreed terms as the Mezzanine Agent acting on the
  instructions of all the Mezzanine Lenders shall designate a Senior Facility
  Agreement and "SENIOR FACILITY AGREEMENT" means any of them;

     "SENIOR INTEREST" means the gross amount of interest payable by any BV
     Group Company in respect of the Senior Loans;

     "SENIOR LENDERS" means the Original Senior Lender and at any time after the
     date of this Agreement any other bank and financial institution as the
     Mezzanine Agent shall designate shall constitute a Senior Lender and
     "SENIOR LENDER" means any of them;

     "SENIOR LOANS" means the principal amount of all drawings made under each
     of the Senior Facility Agreements as in force on the date hereof or on the
     date of approval of the terms thereof by the Mezzanine Agent or such other
     amount as approved by the Mezzanine Agent acting on the instructions of all
     the Mezzanine Lenders from time to time,

     "SENIOR SECURITY TRUSTEE" shall have the meaning ascribed to that term in
     the Intercreditor Deed;

     "SERVICE CONTRACTS" means, at any time, the service contracts between Dr
     Lycourgos Kyprianou and the Borrower dated on or about 30th March 1995, LK
     Hospitality and Mr Michael Gadbury and Clive Webster dated 26th March 1993
     and 16th January 1990 respectively, and LK Healthcare and Mr David Horrell
     and Mr Robert Burgess dated 11th October 1994 and LKUK and Mr Noel Voice
     and Mr Michael Bennett each dated 26th March 1995 and LK Engineering and Mr
     Denis Badman dated 10th December 1994 respectively and at any time after
     the date of this Agreement the service contract referred to in Clause 16.44
     upon the sum being duly executed by the parties thereto and any other
     service contract certified in the agreed terms as the Mezzanine Agent
     acting on the instructions of all the Mezzanine Lenders shall specify in a
     Term Sheet in relation to any Subsequent Advance shall constitute one of
     the Service Contracts and "SERVICE CONTRACT" means any of them;

     "SHAREHOLDERS AGREEMENT" means the agreement entered into or to be entered
     into between, inter alia, Barclays de Zoete Wedd Limited, all the other
     shareholders of the Borrower at the date thereof and the Borrower, in the
     agreed terms;

     "SIGEN" means Sigen Limited a company incorporated in the Republic of
     Ireland with registered No 215474;

     "SSAP" means any statement of standard accounting practice issued by the
     Institute of Chartered Accountants for application in England and Wales and
     where referred by a number means that particular statement;

     "STERLING" or "L." means the lawful currency for the time being of the
     United Kingdom;
                                       
                                     - 16 -

<PAGE>   19

     "STOCK TRANSFER FORM" means the duly stamped stock transfer form duly
     executed or to be duly executed by GMTMS pursuant to which it will transfer
     the two ordinary shares issued in the capital of HMTMS to LKUK;

     "SUBSEQUENT ADVANCE" means an Advance made for the purposes set out in
     Clause 4.1(b);

     "SUBSEQUENT COMPLETION ACCOUNTS" means each of the accounts delivered to
     the Mezzanine Agent under Clause 17.4(d);

     "SUBSEQUENT VENDOR" means any vendor party to a Proposed Acquisition
     Agreement;

     "SUBSIDIARY" means in relation to any person, any entity which is
     controlled directly or indirectly by that person and any entity (whether or
     not so controlled) treated as a subsidiary in the latest financial
     statements of that person from time to time, and "CONTROL" for this purpose
     means the direct or indirect ownership of the majority of the voting share
     capital of such entity or the right or ability to direct management to
     comply with the type of material restrictions and obligations contemplated
     in the Mezzanine Finance Documents or to determine the composition of a
     majority of the board of directors (or like board) of such entity, in each
     case whether by virtue of ownership of share capital, contract or
     otherwise;

     "SUSPENSION NOTICE" has the meaning given to it in Clause 9.1;

     "TARGET" means HMTMS and at any time after the date of this Agreement any
     other person as the Mezzanine Agent acting on the instructions of all the
     Mezzanine Lenders shall specify in a Term Sheet in relation to any
     Subsequent Advance shall constitute a Target;

     "TARGET GROUPS" means each group of companies comprising a Target and all
     of that Target's Subsidiaries and "TARGET GROUP" means any one of those
     groups of companies and "MEMBER OF THE TARGET GROUP" or "TARGET GROUP
     COMPANY" means any company in any of the Target Groups;

     "TARGET GROUP PRO-FORMA STATEMENTS" means the Bec Statements and at any
     time after the date of this Agreement the pro-forma financial statements of
     any Target Group and any member of that Target Group in the agreed terms
     identified as such by the Mezzanine Agent (acting on the instructions of
     all the Mezzanine Lenders) in a Term Sheet in relation to any Subsequent
     Advance made in relation to that Target Group and required to be delivered
     by the Borrower to the Mezzanine Agent prior to the Mezzanine Lenders
     making any Subsequent Advance;

     "TAXES" means and includes all present and future income and other taxes,
     levies, assessments, imposts, deductions, charges, duties, compulsory loans
     and withholdings whatsoever and wheresoever imposed and any charges in the
     nature of taxation together with interest thereon and penalties and fines
     with respect thereto, if any, and any payments made on or in respect
     thereof and "TAX" and "TAXATION" shall be construed accordingly;

     "TERM SHEET" means a term sheet, in the agreed terms, issued by the
     Mezzanine Agent acting on the instructions of all the Mezzanine Lenders to
     the Borrower in relation to each Subsequent Advance and a Proposed
     Acquisition and "TERM SHEETS" shall mean any of them;

     "TERMINATION DATE" means 30th September 1995 or such later date as agreed
     in writing between the Mezzanine Agent acting on the instructions of all
     the Mezzanine Lenders and the Borrower;

     "TOTAL OUTSTANDINGS" means, at any time, the aggregate amount of principal,
     interest and other sums outstanding hereunder;

                                      -17-
<PAGE>   20

     "TRANSACTION DOCUMENTS" means the Acquisition Package Documents, the
     Project Documents and the Finance Documents;

     "TRANSFER CERTIFICATE" means a certificate in the form set out in Schedule
     6;

     "TRANSFEREE" has the meaning given to it in Clause 28.2; 

     "TRANSFEROR" has the meaning given to it in Clause 28.2; "UK GAAP" means
     accounting principles, standards and practices generally accepted in the
     United Kingdom;

     "UK GROUP" means LKUK and all of its Subsidiaries and "MEMBER OF THE UK
     GROUP" or "UK GROUP COMPANY" means any of them;

     "VENDORS" means Cygnus Ventures Limited a company incorporated in Guernsey
     with registered No. G14142, Bec and any Subsequent Vendor and "Vendor"
     means any of them;

     "VENDOR DISCLOSURE LETTER" means the disclosure letters to be addressed by
     or on behalf of the relevant Vendors to LKUK and HMTMS respectively
     pursuant to the Acquisition Agreements, certified in the agreed terms;

     "WARRANTS" shall, at any time, have the meaning ascribed to that term in
     the Warrant Instrument and at any time after the date of this Agreement any
     other warrant certified in the agreed terms as the Mezzanine Agent acting
     on the instructions of all the Mezzanine Lenders shall specify in a Term
     Sheet in relation to any Subsequent Advance shall constitute a Warrant and
     "WARRANT" means any of them;

     "WARRANT CERTIFICATE" shall have the meaning ascribed thereto in the
     Warrant Instrument; and

     "WARRANT INSTRUMENTS" means, at any time, the deed poll catered into or to
     be entered into by the Borrower in respect of certain shares in the capital
     of the Borrower in the agreed terms and at any time after the date of this
     Agreement any other Warrant Instrument certified in the agreed terms as the
     Mezzanine Agent acting on the instructions of all the Mezzanine Lenders
     shall specify in a Term Sheet in relation to any Subsequent Advance shall
     construe a Warrant Instrument and "WARRANT INSTRUMENT" means any of them.

     In this Agreement, unless the context otherwise requires, a reference to:-

     (a)  "ASSETS" includes property and rights of every kind, present, future
          and contingent (including uncalled share capital) and every kind of
          interest in an asset;

     (b)  an "ANNIVERSARY" of any day shall mean the day falling twelve months
          after such day;

     (c)  "INDEBTEDNESS" includes any obligation (whether incurred as principal
          or as surety) for the payment or repayment of money, whether present
          or future, actual or contingent;

     (d)  a "PERSON" includes any person, individual, firm, company,
          corporation, government, state or agency of a state or any undertaking
          (within the meaning of Section 259(l) of the Companies Act 1985) or
          other association (whether or not having separate legal personality)
          or any two or more of the foregoing;


                                      -18-


<PAGE>   21
     (e)  "WINDING UP" of any person includes its dissolution and/or termination
          and/or any equivalent or analogous proceedings under the law of any
          jurisdiction in which the person concerned is incorporated,
          registered, established or carries on business or to which that person
          is subject.

     (f)  "REPAYMENT" includes "PREPAYMENT" and its grammatical variations and
          cognate expressions shall be construed accordingly;

     (g)  a document being in "THE AGREED TERMS" means in a form agreed between
          the Borrower and the Mezzanine Agent and initialled by them or on
          their behalf for the purposes of identification;

     (h)  a "MONTH" means a period starting on one day in a calendar month and
          ending on the numerically corresponding day in the next calendar month
          provided that if:

                  (i)  any such period would otherwise end on a day which is not
                       a Business Day, it shall end on the next Business Day in
                       the same calendar month or, if none, on the preceding
                       Business Day; and

                  (ii) a period starts on the last Business Day in a calendar
                       month or if there is no numerically corresponding day in
                       the month in which that period ends, that period shall
                       end on the last Business Day in that later month;

     (and references to "MONTHS" shall be construed accordingly);

     (i)  a document being "CERTIFIED" means a document certified by a director
          or secretary of the party providing the document as being genuine and
          in full force and effect and, if a copy, a true and complete copy  of
          the original; and

     (j)  "IT" includes "HIS" and "HER" and their grammatical variations and
          cognate expressions shall be construed accordingly.

1.3  Save where a contrary intention appears, in this Agreement:

     (a)  a reference to the Borrower, the Mezzanine Agent, the Mezzanine
          Security Trustee, the Mezzanine Lenders, the Mezzanine Finance
          Parties, a Reference Bank or an Obligor is, where relevant, deemed to
          be a reference to or to include, as appropriate, their respective
          successors or assigns;

     (b)  references to Clauses and Schedules are references to, respectively,
          Clauses of and schedules to this Agreement and references to this
          Agreement include its Schedules;

     (c)  a reference to (or to any specified provision of) any agreement, deed
          or other instrument (including the Mezzanine Finance Documents and the
          other Transaction Documents) is to be construed as a reference to that
          agreement, deed or other instrument or that provision as it may have
          been or hereafter be, from time to time, amended, varied,
          supplemented, modified restated or novated but excluding for this
          purpose any amendment, variation, supplement, modification,
          restatement or novation which is contrary to any provision of any of
          the Mezzanine Finance Documents;

     (d)  a reference to a statute or statutory instrument or any provision
          thereof is to be construed as a reference to that statute or statutory
          instrument or such provision thereof as the same may have been, or may
          from time to time hereafter be, amended or re-enacted;


                                      -19-
             
<PAGE>   22
      (e)   a time of day is a reference to London time;

      (f)   the index to and the headings in this Agreement are inserted for
            convenience only and are to be ignored construing this Agreement;
            and

      (g)   words importing the plural shall include the singular and vice
            versa.

1.4   RELATIONSHIP WITH INTERCREDITOR DEEDS: This Agreement is entered into
      subject to, and with the benefit of, the terms of the Intercreditor Deeds.
      Notwithstanding anything to the contrary herein, the terms of the
      Intercreditor Deeds shall prevail in the event of there being a conflict
      between the terms of this Agreement and the terms of the Intercreditor
      Deeds. The fact that a provision of this Agreement is expressed to be
      subject to the terms of any Intercreditor Deed does not mean, and shall
      not be taken to mean, that any other provision of this Agreement is not
      so subject.

2.    THE FACILITY

2.1   NATURE AND AMOUNT: The Mezzanine Lenders grant to the Borrower a term loan
      facility upon and subject to the terms and conditions of this Agreement in
      an amount equal to the Total Commitments whereby the Mezzanine Lenders
      will, at the request of the Borrower, make Advances to the Borrower in
      Sterling.

2.2   FACILITY LIMIT: The Total Commitments, shall not, on the Accession Date,
      exceed the Maximum Facility Amount on such date. There shall not be more
      than one Accession Date and such date shall not fall on any day during the
      period beginning on the date on which a Drawdown Request is made and
      ending on the date on which the relevant Advance is made.

2.3   ACCEDING MEZZANINE LENDERS: Subject to Clause 2.2 above, the Mezzanine
      Agent may at any time after the Initial Termination Date give notice in
      writing to the Borrower and the other Mezzanine Lenders of the identity of
      and nominating any one or more financial institutions which are to become
      Acceding Mezzanine Lenders on the Accession Date specified therein each
      with a Commitment of an integral multiple of L500,000 in which event:

      (i)   the Mezzanine Agent shall procure the delivery to it, on or before
            the Accesion Date, of a Mezzanine Lenders Accession Notice from each
            such financial institution agreeing to be bound by the provisions of
            this Agreement and the Intercreditor Deed and specifying the amount
            of such financial institution's Commitment for the purposes of this
            Agreement; and

      (ii)  upon the Accession Date, each such financial institution shall
            become an Acceding Mezzanine Lender for the purposes hereof, and the
            Mezzanine Agent, each such Acceding Mezzanine Lender and the other
            parties to this Agreement and the Intercreditor Deed shall acquire
            the same rights and assume the same obligations between themselves
            as they would have acquired and assumed had each such financial
            institution been an original party to this Agreement and the
            Intercreditor Deed with a Commitment equal to the relevant amounts
            expressed in its Mezzanine Lender Accession Notice.

3.    PARTICIPATING OF MEZZANINE LENDERS

3.1   BASIS OF PARTICIPATION: Subject to the provisions of this Agreement, each
      Mezzanine Lender will participate in each Advance in the proportion which
      its Commitment (as at the Drawdown Date) bears to the undrawn portion of
      the Total Commitments (as at such date).



                                      -20-
<PAGE>   23
3.2   LENDING OFFICE:
      
      (a)   Each Mezzanine Lender will participate in each Advantage through its
            Lending Office.
      
      (b)   If any Mezzanine Leader changes its Lending Office, that Mezzanine
            Lender will notify the Mezzanine Agent and the Borrower promptly of
            such change and, until it does so, the Mezzanine Agent and the
            Borrower will be entitled to assume that no such change has taken
            place.

3.3   RIGHTS AND OBLIGATIONS OF MEZZANINE FINANCE PARTIES:

      (a)   The rights and obligations of each of the Mezzanine Finance Parties
            under the Mezzanine Finance Documents are several. Failure of a
            Mezzanine Finance Party to observe and perform its respective
            obligations under any Mezzanine Finance Document shall neither:

            (i)   result in any other Mezzanine Finance Party incurring any
                  liability whatsoever; nor

            (ii)  relieve the Borrower or any other Obligor or any other
                  Mezzanine Finance Party from their respective obligations
                  under the Mezzanine finance Documents.

      (b)   Notwithstanding any other provision of any Mezzanine Finance
            Document, the interests of each Mezzanine Finance Party are several
            and the total amounts outstanding at any time under the Mezzanine
            Finance Documents and due to each Mezzanine Finance Party constitute
            separate and independent debts. Accordingly, as regards each
            Mezzanine Lender and its participation in an Advance, the amount of
            principal advanced by that Mezzanine Lender will constitute a
            separate and independent debt owed to it.

3.4   ENFORCEMENT OF RIGHTS: Each Mezzanine Finance Party has the right to
      protect and enforce its rights arising out of the Mezzanine Finance
      Documents and it will not be necessary for any other Mezzanine Finance
      Party to be joined as an additional party in any proceedings brought for
      the purpose of protecting or enforcing such rights.

3.5   SYNDICATION:

      (a)   The parties confirm that at the date hereof the Facility is being
            made available by the Original Mezzanine Lender with the intention
            (but not the obligation) that the Mezzanine Agent should co-ordinate
            syndication of the Facility ("Syndication") and, accordingly,
            references to the "Mezzanine Lenders" and "Majority Mezzanine
            Lenders" shall, until the first date on which any assignment,
            transfer or novation in connection with Syndication or in respect of
            all or part of the rights and obligations of the Mezzanine Lenders
            hereunder in accordance with Clauses 28.2 or 28.3 takes effect (the
            "First Syndication Date"), be construed as a reference solely to the
            Original Mezzanine Lender.

      (b)   The Mezzanine Agent shall notify the Borrower promptly after
            commencing Syndication.

      (c)   The Borrower acknowledges that Syndication will take place and
            undertakes to assist and co-operate with the Mezzanine Agent in
            Syndication in such manner and to such extent as the Mezzanine Agent
            may from time to time request including, without limitation, by:-

                                      -21-

          
<PAGE>   24
          (i)    the preparation of an information memorandum in relation to the
                 Combined Group and the business, trading, prospects, financial
                 condition, assets and liabilities of the Combined Group as a
                 whole and of the Borrower and each Combined Group Company;
                 and/or

          (ii)   participating in presentations to potential Mezzanine Lenders
                 concerning the activities of the Combined Group as a whole and
                 of the Borrower and each Combined Group Company; and/or

          (iii)  selecting Interest Periods having a duration of not more than
                 one month in respect of all Advances made on or within two
                 months of the date the Mezzanine Agent notifies the Borrower
                 pursuant to Clause 3.5(b) that it has commenced Syndication.

4.   APPLICATION OF ADVANCES

4.1  The Borrower shall apply the proceeds of the Facility in or towards:

     (a)  (in the case of the First Advance) financing a loan to LKUK to be
          applied by LKUK in or towards financing the Acquisitions and the
          Acquisition Costs relating to the Acquisitions up to a maximum amount
          of L.2,500,000; and

     (b)  (in the case of any Subsequent Advance) financing a Proposed
          Acquisition and any Acquisition Costs related to that Proposed
          Acquisition or financing a loan to and/or subscribing for shares in
          any Appropriate Company to enable it to finance the forgoing or
          finance a loan and/or subscribing for shares in any other Appropriate
          Company to enable that Appropriate Company to finance the relevant
          Proposed Acquisition but in any case up to a maximum amount to be
          approved by the Mezzanine Agent acting on the instructions of all the
          Mezzanine Lenders at the time of that Advance and in any event not
          exceeding the Available Amount at that time.

4.2  No Mezzanine Finance Party shall be concerned or obliged to enquire as to
     the use of application of any such proceeds.

5.   CONDITIONS PRECEDENT

5.1  INITIAL CONDITIONS PRECEDENT: The obligations of the Mezzanine Lenders to
participate in and make any Advance available to the Borrower under this
Agreement:

     (a)  in the case of the First Advance, are subject to the conditions
          precedent set out in Schedule 2; and

     (b)  in the case of any Subsequent Advance, are subject to all the
          conditions set out under the heading "conditions subsequent" in the
          Term Sheet relating to that Advance, 

being fulfilled to the satisfaction of the Mezzanine Agent acting on the
instructions of all the Mezzanine Lenders and its legal advisers by 12:00 noon
on the second Business Day prior to the proposed Drawdown Date (or such later
time as the Mezzanine Agent may agree).

5.2  NOTIFICATION: When the Mezzanine Agent is satisfied that such conditions
have been fulfilled, the Mezzanine Agent will give notice to that effect to the
Borrower and each of the Mezzanine Lenders. If the conditions referred to in
Clause 5.1(a) have not been fulfilled by the date falling 14 days after the
date of this Agreement the Mezzanine Lenders will cease to have any obligation
to make any Advance to the Borrower.

                                      -22-


      
<PAGE>   25
5.3   ADDITIONAL CONDITIONS PRECEDENT: The obligation of the Mezzanine Lenders
      to make any Advance to the Borrower is subject to the following further
      conditions precedent that on both the date of the relevant Advance Request
      and the relevant Drawdown Date:

      (a)   no Event of Default or Potential Event of Default has occurred and
            continues unremedied;

      (b)   the representations and warranties set out in Clause 15
            (Representations and Warranties) (other than contained in Clauses
            15.9(a) and 15.15(a) in the case of any Subsequent Advance) are true
            and accurate and will remain true and accurate immediately after the
            Advance is made as if made with reference to the facts and
            circumstances existing on each such day except that the references
            to (a) Combined Group Pro-forma Statements in Clause 15.12(b); (b)
            Target Group Pro-forma Statements in Clause 15.12(c); and (c) Budget
            in the definition of Information Package; shall be construed as
            references to respectively: (i) the then latest consolidated
            management accounts of the Combined Group delivered to the Mezzanine
            Agent pursuant to Clause 17.4(b) at any time prior to but excluding
            31st December 1995 and at any time thereafter the then latest
            audited consolidated accounts of the BV Group delivered to the
            Mezzanine Agent pursuant to Clause 17.4(a); (ii) following the
            Completion Date or a Proposed Completion (as the case may be)
            related to the relevant Target Group, the Completion Accounts or
            Subsequent Completion Accounts related to that Proposed Completion
            (as the case may be) on delivery of those respective accounts to the
            Mezzanine Agent pursuant to Clause 17.4(c) and (d) and thereafter
            the then latest consolidated or unconsolidated (as the case may be)
            accounts of that Target Group; (iii) the then latest Budget
            delivered to the Mezzanine Agent pursuant to Clause 17.4(e);

      (c)   none of the circumstances specified in Clause 9 (Market Disruption)
            has occurred and is continuing; and

      (d)   the Mezzanine Agent and its legal advisers have received, and found
            to be satisfactory in all respects, such further opinions, consents,
            agreements and documents in connection with this Agreement as the
            Mezzanine Agent may reasonably request by notice to the Borrower
            prior to the relevant Drawdown Date.

6.    DRAWDOWN PROCEDURES

6.1   Whenever the Borrower wishes to borrow an Advance, it must deliver to the
      Mezzanine Agent a duly completed Advance Request not later than 10:00 a.m.
      one Business Day prior to the proposed Drawdown Date.

6.2   An Advance Requests delivered to the Mezzanine Agent must be in the form
      set out in Schedule 4 and must specify each of the following:

      (a)   the proposed Drawdown Date for the Advance (which during the Initial
            Period must be a Business Day on or after the Availability Date
            which is or precedes the Initial Termination Date and at any time
            thereafter shall be a Business Day which is or precedes the
            Termination Date);

      (b)   the amount of the Advance, which must (i) be a minimum of L.500,000
            and an integral multiple of L.50,000 and (ii) comply with Clause
            6.3;

      (c)   the duration of the first Interest Period applicable to the Advance,
            which must comply with Clause 8 (Selection of Interest Periods); and



                                      -23-
<PAGE>   26
      (d)   details of the payee and the account which must be in the United
            Kingdom to which the proceeds of the Advance are to be paid.

6.3   In no event may the amount specified in an Advance Request be such that
      the Loan would thereby exceed the then Total Commitments.

6.4   An Advance Request once given may not be withdrawn or revoked.

6.5   Not more than one Advance may be requested by the Borrower in any period
      of ten consecutive Business Days.

6.6   Subject to the provisions of this Agreement, each Mezzanine Lender will
      make available to the Mezzanine Agent its Participation Proportion of the
      relevant Advance on the relevant Drawdown Date in accordance with Clause
      11.1 (Payments).

6.7   If prior to an Advance being made a Mezzanine Lender's Commitment has or
      will be wholly cancelled or terminated pursuant to this Agreement, that
      Mezzanine Lender will not participate in the Advance concerned.

6.8   The Mezzanine Agent may at its discretion round, upwards or downwards, a
      Mezzanine Lender's participation in an Advance to such extent as the
      Mezzanine Agent considers appropriate to ensure that the participation
      concerned is not less than L.250,000 and an integral multiple of L.25,000
      or such other amount and integral multiple as the Mezzanine Agent shall
      in its absolute discretion select from time to time.

6.9   Whenever the Mezzanine Agent receives an Advance Request which complies
      with the requirements of Clause 6.1, the Mezzanine Agent will promptly
      give notice to each of the Mezzanine Lenders specifying:

      (a)   the proposed Drawdown Date;

      (b)   the amount of the Advance;

      (c)   the length of the Interest Period; and

      (d)   the amount of such Mezzanine Lender's participation in the relevant
      Advance.

6.10  Any part of the Facility undrawn and uncancelled after the Termination
      Date shall thereupon be automatically cancelled.

7.    INTEREST

7.1   Each Advance will bear interest for each of its Interest Periods at the
      rate per annum determined by the Mezzanine Agent to be the aggregate of
      the applicable:

      (a)   Margin; and

      (b)   LIBOR; and

      (c)   Additional Costs Rate.

7.2   The Agent will notify the Borrower and the Mezzanine Lenders of each rate
      of interest as soon as it is determined under this Agreement.



                                      -24-

<PAGE>   27
        7.3     Interest will be calculated on the basis of actual days elapsed
                and a 365 day year and will accrue from day to day from, and
                including, the first day of each Interest Period.

        7.4     The Borrower will pay interest accrued on each Advance to the
                Mezzanine Agent for the account of the Mezzanine Lenders in
                arrear on the last day of each Interest Period applicable to
                that Advance.

        7.5     If requested to do so, each Reference Bank shall use its
                reasonable endeavours to supply a quotation to the Mezzanine
                Agent for the purposes of determining LIBOR for a particular
                Interest Period. If any Reference Bank does not do so, the
                relevant arithmetic mean shall be determined on the basis of
                the quotation supplied by the remaining Reference Banks. If no
                Reference Bank supplies a quotation, Clause 9 shall apply.

        7.6     If the Borrower fails to pay any sum (including, without
                limitation, any sum payable pursuant to this Clause 7.6) under
                this Agreement or any other Mezzanine Finance Document on its
                due date (an "UNPAID SUM"), the Borrower will pay default
                interest on such unpaid sum from its due date to the date of
                actual payment (as well after as before judgement) at a rate
                (the "DEFAULT RATE") determined by the Mezzanine Agent to be 2
                per cent per annum above:

                (a)     where the unpaid sum is principal which has fallen due
                        prior to the expiry of the relevant Interest Period,
                        the rate applicable to such principal immediately prior
                        to the date it so fell due (but only for the period
                        from such due date to the end of the relevant Interest
                        Period); or

                (b)     in any other case (including principal falling within
                        Clause 7.6(a) above once the relevant Interest Period
                        has expired), the rate which would be payable if the
                        unpaid sum was an Advance made for a period equal to
                        the period of non-payment divided into successive
                        Interest Periods of such duration as shall be selected
                        by the Mezzanine Agent (a "DEFAULT INTEREST PERIOD").

        7.7     Default interest will be payable on demand by the Mezzanine
                Agent and will be compounded at the end of each Default Interest
                Period.

        7.8     The Mezzanine Agent will promptly notify the Borrower and the
                Mezzanine Lenders of each determination of the Default Rate and
                each selection of a Default Interest Period.

        8.      SELECTION OF INTEREST PERIODS

        8.1     Subject as provided herein and to Clause 3.5(e)(iii) (interest
                periods during Syndication), the duration of each Interest
                Period will be a period of three or six months as notified by
                the Borrower to the Mezzanine Agent not later than 10:00 a.m.
                one Business Day prior to the commencement of such Interest
                Period provided that:

                (a)     the first Interest Period in relation to an Advance
                        will commence on the Drawdown Date relating thereto and
                        each subsequent Interest Period relating to such
                        Advance will commence on the expiry of the preceding
                        Interest Period relating thereto;

                (b)     if the Borrower fails to select an Interest Period,
                        then, subject as provided in this Clause 8 and Clause
                        3.5(c)(iii), the Borrower will be deemed to have
                        selected an Interest Period of three months;

                (c)     if all or part of an Advance is required to be repaid
                        on a Repayment Date to ensure that the Borrower
                        complies with its obligations under Clauses 10.1 or
                        10.2 (Repayment) and if an Interest Period relative to
                        that Advance would, but for the 



                                      -25-
<PAGE>   28

                operation of this sub-clause (c), extend beyond such Repayment
                Date, then such Interest Period shall commence upon the expiry
                of the immediately preceding Interest Period and expire on the
                relevant Repayment Date;

        (d)     any Interest Period which begins during or at the same time as
                any other Interest Period during the Consolidation Period shall
                end at the same time as that other Interest Period during the
                Consolidation Period; and

        (e)     at any time after 31st October 1996 any Interest Period which
                begins during or at the same time as any other Interest Period
                shall end at the same time as that other Interest Period.

8.2     If any Interest Period would, but for this Clause 8.2, end on a day
        which is not a Business Day, that Interest Period shall be extended to
        the next succeeding Business Day unless the result of such extension
        would be to carry such Interest Period into another calendar month
        and/or beyond a Repayment Date, in which event such Interest Period
        shall end on the last preceding Business Day.

8.3     If two or more Interest Periods end at the same time, then, on the last
        day of those interest Periods, the Advances to which they relate shall
        be consolidated into (and thereafter, save as otherwise provided
        herein, be treated in all respects as) a single Advance.

8.4     No Interest Period in the Initial Period shall expire after the Initial
        Termination Date.

8.5     No Interest Period shall expire after the Final Repayment Date.

8.6     The Agent will notify the Mezzanine Lenders of each Interest Period
        applicable to each Advance promptly upon the same being determined.

9.      MARKET DISRUPTION

9.1     If prior to the commencement of an Interest Period (an "AFFECTED
        INTEREST PERIOD"):

        (a)     the Agent, after consultation with the Mezzanine Lenders
                determines that, by reason of circumstances affecting the
                London Interbank Market generally, adequate and fair means do
                not or will not exist for ascertaining the interest rate
                applicable to the Affected Interest Period; or

        (b)     the Majority Mezzanine Lenders notify the Mezzanine Agent that
                LIBOR would not accurately reflect the cost to such Majority
                Mezzanine Lenders of making or maintaining their respective
                participants in the relevant Advance during the Affected
                Interest Period; or

        (c)     no Reference Bank notifies a rate to the Mezzanine Agent for
                the purposes of determining LIBOR for the Affected Interest
                Period; or

        (d)     by reason of circumstances affecting the London Interbank
                Market generally, Sterling is not available to a Mezzanine
                Lender in order to fund its participation during the Affected
                Interest Period,

        the Mezzanine Agent will give notice of such event to the Borrower and
        the Mezzanine Lenders (a "SUSPENSION NOTICE"). If the Suspension Notice
        is given prior to the receipt by the Mezzanine Agent of an Advance
        Request, the Borrower's right to borrow and issue an Advance Request
        hereunder will be suspended for so long as the circumstances giving
        rise to the Suspension Notice continue.


                                      -26-
<PAGE>   29

9.2     If at the time of the Suspension Notice an Advance Request has been
        given pursuant to Clause 6.1 (Drawdown Procedures), such Advance
        Request shall be deemed to have been cancelled and the Advance
        concerned shall not be made unless the Borrower and the Mezzanine
        Agent agree otherwise.

9.3     Subject to Clause 9.2, during the 21 days following the giving of the
        Suspension Notice, the Mezzanine Agent and the Mezzanine Lenders and
        the Borrower will negotiate in good faith in order to arrive at a
        mutually acceptable substitute basis for calculating the alternative
        interest rate or (as the case may be) an alternative basis for the
        relevant Mezzanine Lender to fund or continue to fund the affected
        Advance during the Affected Interest Period. If within such 21 day
        period the parties agree in writing upon a substitute basis, such
        substitute basis shall apply in accordance with its terms. If the
        parties fail to agree on a substitute basis within such 21 day period,
        the Mezzanine Agent will certify to the Borrower (such certificate to
        be conclusive in the absence of manifest error) the basis upon which
        interest in relation to the Affected Interest Period is to be fixed or
        (as the case may be) the basis upon which the relevant Mezzanine Lender
        will fund or continue to fund its participation in the Advance during
        the Affected Interest Period. Such basis (in relation to the said rate
        of interest) may include the substitution of the cost of funds to the
        Mezzanine Lenders from other sources and for different funding periods,
        plus the Margin and, where appropriate, the Additional Costs Rate, and
        may be retroactive to the beginning of the Affected Interest Period.
        Such interest will be calculated at the rate specified in the Mezzanine
        Agent's certificate.

9.4     Notwithstanding the foregoing, the Borrower may, at any time after the
        Mezzanine Agent has set a substitute funding procedure or interest rate
        or rates pursuant to Clause 9.3 and for so long as such funding
        procedure or interest rate or rates continue(s) to be applicable, give
        to the Mezzanine Agent not less than 5 Business Days' notice (which
        shall be irrevocable) of its intention to prepay the whole (but not
        part only) of the Advance affected, in which event the Borrower will
        pay to the Mezzanine Agent:

        (a)     for the account of the Mezzanine Lenders on the date specified
                in such notice the principal amount of the Advance affected
                without payment of the prepayment premium referred to in Clause
                10.5 together with interest accrued thereon down to the date of
                actual prepayment; and

        (b)     on demand for the account of each Mezzanine Lender such amount
                (if any) as such Mezzanine Lender may certify should be paid to
                it pursuant to Clause 30.1 (General Indemnity and Breakage
                Costs).

10.     REPAYMENT AND PREPAYMENT

10.1    FIRST ADVANCE REPAYMENT: The First Advance drawn down hereunder is
        repayable by the Borrower in equal annual instalments on each Repayment
        Date in respect of that Advance.

10.2    SUBSEQUENT ADVANCES REPAYMENT: Each Subsequent Advance drawn down
        hereunder is repayable by the Borrower in equal annual instalments on
        each Repayment Date in respect of that Advance.

10.3    FINAL REPAYMENT DATE: On the Final Repayment Date, the Borrower
        additionally will pay to the Mezzanine Agent for the account of the
        Mezzanine Lenders all other sums then outstanding or payable hereunder.

10.4    VOLUNTARY PREPAYMENT: The Borrower may prepay the whole or any part of
        an Advance on the last day of an Interest Period relating thereto
        provided that the Mezzanine Agent has received not less than 10 Business
        Days' notice from the Borrower of the proposed date and amount of the
        prepayment. If an Advance is to be prepaid in part, the amount of the
        partial


                                      -27-
<PAGE>   30

        prepayment must in the case of any Initial Prepayment be a minimum
        amount of L.200,000 and an integral multiple of L.50,000 and in all
        other cases be a minimum of L.500,000 and an integral multiple of
        L.500,000. A notice of intended prepayment will be irrevocable and the
        Borrower will pay to the Mezzanine Agent for the account of the
        Mezzanine Lenders the principal amount concerned together with interest
        accrued thereon.

10.5    PREPAYMENT FEE: A prepayment fee of 2% on the amount of any Advance
        prepaid (other than any Initial Prepayment) shall be payable by the
        Borrower to the Mezzanine Agent for the account of the Mezzanine
        Lenders on the date of prepayment in relation to any prepayment made on
        or before the third anniversary of the Drawdown Date of that Advance.
        For the avoidance of doubt each amount prepaid other than any Initial
        Prepayment shall be applied in or towards the reduction of scheduled
        repayments in respect of the last Advance made under this Agreement
        prior to that prepayment in inverse order of maturity.

10.6    INITIAL PREPAYMENTS: For the avoidance of doubt each Initial Prepayment
        shall (a) be applied pro rata against each of the scheduled repayments
        of the First Advance set out in Clause 10.1; (b) reduce pro tanto the
        obligations of the Borrower under Clause 10.1; (c) prior to the
        Termination Date be available for redrawing.

10.7    PREPAYMENT ON CHANGE OF CONTROL AND LISTING:

        (a)     If any of the events listed in Clause 10.7(b) occur then:

                (i)     the Borrower will prepay all Advances, accrued interest
                        thereon and all other sums payable under this Agreement
                        and the other Mezzanine Finance Documents;

                (ii)    the unborrowed amount of the Facility will be cancelled
                        and the Commitment of each Mezzanine Lender in respect
                        of the Facility shall be reduced to zero; and

                (iii)   save as otherwise agreed with the relevant counterparty
                        to the Hedging Agreements, the Borrower will terminate
                        or sell the Hedging Agreements and pay all amounts due
                        under the Hedging Agreements to the said counterparty
                        as a result of any such termination.

        (b)     The events referred to in Clause 10.7(a) are the following:

                (i)     a Sale;

                (ii)    a Flotation; or

                (iii)   any change in the legal or beneficial ownership of the
                        shares of the Borrower or any Principal Subsidiary
                        after the date of this Agreement which results in any
                        single person or group of persons acting in concert (as
                        defined in the City Code on Takeovers and Mergers)
                        acquiring Control of the Borrower or, as the case may
                        be, any Principal Subsidiary or if there shall be such
                        a change of Control by virtue of any contract or
                        arrangement made in either case without the prior
                        written consent of the Mezzanine Agent acting on the
                        instructions of all the Mezzanine Lenders.

10.98   MANDATORY PREPAYMENTS ON ASSET DISPOSALS: Where the Borrower or any
        member of the Combined Group disposes of an asset (other than a
        disposal permitted by Clause 16.10) the proceeds of the disposal (net
        of reasonable provision for tax and reasonable disposal costs)



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<PAGE>   31
        shall be applied in or towards prepayment of the outstandings under this
        Agreement in accordance with Clause 10.9.

10.9    PREPAYMENTS: ORDER OF APPLICATION: Prepayments made pursuant to Clauses
        10.4, 10.7 and 10.8 (other than any Initial Prepayments) shall be
        applied against the scheduled repayments set out in Clauses 10.1 and
        10.2 in inverse order of maturity and thereafter in payment of all other
        sums payable to the Mezzanine Finance Parties under the Mezzanine
        Finance Documents. Each Initial Prepayment shall be applied pro rata
        against each of the scheduled repayments set out in Clause 10.1.

10.10   PREPAYMENTS DURING INTEREST PERIODS:

        (a)  Where any amount required to be prepaid under Clause 10.8 is
             received by the Mezzanine Agent for the account of the Mezzanine
             Lenders during an Interest Period the Mezzanine Agent will retain
             such amount until the end of such Interest Period and will apply
             the same against the relevant Advance or Advances hereunder on the
             expiry of the relevant Interest Period.

        (b)  Pending application against the relevant Advance the sums held by
             the Mezzanine Agent under Clause 10.10(a) will be placed in a Cash
             Collateral Account and the interest earned on such account will be
             applied by the Mezzanine Agent towards the interest due by the
             Borrower in respect of the relevant Advance at the time the amount
             is applied in repayment of the relevant Advance.

        (c)  The Borrower may, by notice to the Mezzanine Agent, require that
             any Interest Period be broken and that the proceeds arising under
             Clause 10.8 be applied immediately towards repayment of the next
             Advance to mature subject to payment of any breakage costs thereby
             incurred by the Mezzanine Lenders in accordance with Clause 30.1.

10.11   CASH COLLATERAL ACCOUNTS:

        (a)  Amounts standing in the credit of any Cash Collateral Account shall
             bear interest at a commercial rate determined by the Mezzanine
             Agent.

        (b)  Whenever a Cash Collateral Account is established or further monies
             placed in a Cash Collateral Account, the Borrower shall, if so
             required by the Mezzanine Agent, forthwith either:

             (i)  enter into a Cash Collateral Charge in respect of such Cash
                  Collateral Account; and/or

             (ii) enter into a letter of agreement in relation to such Cash
                  Collateral Account conferring set-off and similar rights in
                  favour of the Mezzanine Finance Parties. Without prejudice to
                  the provisions of this Clause 10.11 if a Cash Collateral
                  Account is established with the Mezzanine Security Trustee or
                  any other Mezzanine Finance Party then:

                  (A) following the occurrence of an Event of Default the
                      relevant Mezzanine Finance Party shall be entitled to
                      set-off the credit balance on the Cash Collateral Account
                      against the Borrower's obligations to that Mezzanine
                      Finance Party or in the case of the Mezzanine Security
                      Trustee all the Mezzanine Finance Parties under the
                      Mezzanine Finance Documents;


                                      -29-
<PAGE>   32
              (B) the amounts standing to the credit of the Cash Collateral
                  Account shall not be repayable to the Borrower (save as
                  otherwise provided herein or in any of the other Mezzanine
                  Finance Documents) unless and until all outstandings under
                  this Agreement have been repaid and discharged in full; and

              (C) the Borrower shall not be entitled to assign, charge or
                  otherwise deal with the Cash Collateral Account or any credit
                  balances thereon or its equity of redemption thereto except to
                  the extent necessary to comply with this Clause 10.11.

10.12   CANCELLATION: The Borrower may cancel the undrawn amount of the Facility
        in whole or in part (but if in part in a minimum of either the balance
        of the undrawn Facility or L.500,000 and an integral multiple of
        L.500,000) at any time on or prior to the Termination Date by giving not
        less than 10 days' notice to that effect to the Mezzanine Agent
        (effective only on actual receipt). A notice of cancellation will be
        irrevocable.

10.13   CANCELLATION FEE: A cancellation fee of 2% on the amount cancelled shall
        be payable by the Borrower to the Mezzanine Agent for the account of the
        Mezzanine Lenders on the date of any such cancellation made by the
        Borrower on or before the third anniversary of the Drawdown Date of the
        First Advance made hereunder.

10.14   INDIVIDUAL CANCELLATION: If the amount of any payment to be made to or
        for the account of any Mezzanine Lender is increased under Clause 12.1
        (Gross up) or any Mezzanine Lender claims compensation under Clause 13.1
        (Increased Costs), then the Borrower may, at any time thereafter and by
        not less than 10 days' prior notice to the Mezzanine Agent, cancel
        without payment of any cancellation fee the Commitment of that Mezzanine
        Lender whereupon that Mezzanine Lender shall cease to be obliged to
        participate in making Advances hereunder and its Commitment shall be
        reduced to zero.

10.15   RELATIONSHIP WITH INTERCREDITOR DEEDS: To the extent that any amount
        prepaid or required to be prepaid under this Agreement is, by the terms
        of this Agreement, required to be applied against any Advance or other
        sum outstanding under the Mezzanine Finance Documents, such amount shall
        only be so applied, and shall only be required to be so applied
        (notwithstanding the relevant provision of this Agreement), if and to
        the extent that such application is not required to be applied in making
        payments to the Senior Lenders under the Senior Facility Agreements and
        is in any event permitted under the relevant Intercreditor Deed.

10.16   GENERAL:

        (a)  No prepayment or cancellation may be made except at the times and
             in the manner expressly provided by this Agreement.

        (b)  No amount prepaid (other than the amount of any Initial Prepayment)
             may be subsequently re-drawn.

        (c)  Each Initial Prepayment may be re-drawn.

        (d)  All prepayments will be made together with interest accrued thereon
             up to the date of prepayment.

        (e)  The Mezzanine Agent shall notify the Mezzanine Lenders promptly
             upon receipt by it of a notice of prepayment or cancellation.


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<PAGE>   33
11.   PAYMENTS

11.1  Payments to Mezzanine Agent: All payments to be made by the Borrower
      and/or by any Obligor and/or any Mezzanine Lender under the Mezzanine
      Finance Documents are to be made to the Mezzanine Agent in Sterling in
      immediately available funds not later than 11.00 a.m. on the date in
      question to such account in the United Kingdom as the Mezzanine Agent
      specifies for that purpose.

11.2  Payments by Agent: Subject to Clause 11.3, each payment received by the
      Mezzanine Agent for the account of another person will be made available
      by the Mezzanine Agent to that person in immediately available funds for
      value on the same day by transfer to such bank account in the United
      Kingdom as that person has previously notified to the Mezzanine Agent by
      not less than three Business Days' prior notice in writing.

11.3  Netting of Payments: If on any Drawdown Date:

      (a)   the Mezzanine Lenders are required to make their Participation
            Proportions of an Advance; and

      (b)   a payment is due to be paid by the Borrower to the Mezzanine Agent
            for the account of the Mezzanine Lenders,

      the Mezzanine Agent may (without prejudice to the obligation of the
      Borrower to make the payment in question) apply any amount payable by the
      Mezzanine Lenders to the Borrower on that Drawdown Date in respect of the
      relevant Advance in or towards satisfaction of the amounts payable by the
      Borrower to the Mezzanine Lenders on such Drawdown Date.

11.4  Assumed Receipt: Where a sum is to be paid under any Mezzanine Finance
      Document for the account of another person, the Mezzanine Agent will not
      be obliged to make any such sum available to that person until it has been
      able to establish to its satisfaction that it has actually received such
      sum, but if it does so and it proves to be the case that it had not
      actually received the sum it paid out, then such person will on request
      ensure that the amount so made available is refunded to the Mezzanine
      Agent and such person will be liable (1) to pay to the Mezzanine Agent
      interest on the amount in question at the rate determined by the Mezzanine
      Agent to be equal to the cost to the Mezzanine Agent of funding such
      amount for the period from payment out by the Mezzanine Agent until refund
      to the Mezzanine Agent thereof and (2) to indemnify the Mezzanine Agent
      against any additional cost or loss it may have suffered or incurred by
      reason of it having paid out such sum prior to it having received the
      same.

11.5  No Set-Off or Deductions: All payments made by the Borrower or any other
      Obligor under the Mezzanine Finance Documents (whether of principal,
      interest, fees or otherwise) must be paid in full without set-off or
      counterclaim and not subject to any condition and free and clear of and
      without any deduction or withholding for or on account of any Taxes
      (except as provided in Clause 12 (Taxes)).

11.6  Business Days: Subject to Clause 8.2, if any sum would otherwise become
      due for payment pursuant to any of the Mezzanine Finance Documents on a
      day which is not a Business Day, such sum shall become due on the next
      succeeding Business Day and all sums payable under any of the Mezzanine
      Finance Documents calculated by reference to any period of time shall be
      recalculated on the basis of such extension in time.

11.7  Mezzanine Lenders' Records: Each Mezzanine Lender will maintain an account
      or accounts recording the amounts from time to time lent by, owing to and
      paid to such Mezzanine Lender, pursuant to this Agreement.



                                      -31-




      
<PAGE>   34
12.   TAXES

12.1  Gross Up: If any deduction or withholding for or on account of Taxes or
      any other deduction from any payments made or to be made by an Obligor or
      by the Mezzanine Agent to any other Mezzanine Finance Party under any of
      the Mezzanine Finance Documents is required by law, then that Obligor and
      failing which the Borrower (in the event it is not that Obligor) will:

      (a)   ensure that the deduction or withholding does not exceed the minimum
            amount legally required;
      
      (b)   pay to the relevant Taxation or other authorities within the period
            for payment permitted by the applicable law such amount as is
            required to be paid in consequence of the deduction (including, but
            without prejudice to the generality of the foregoing, the full
            amount of any deduction from any additional amount paid pursuant to
            this Clause 12.1);

      (c)   indemnify each of the Mezzanine Finance Parties on demand against
            any losses or costs incurred by it by reason of (i) any failure on
            the part of the relevant Obligor to make any deduction or
            withholding or (ii) any such additional amount not being paid on the
            due date for payment thereof; and

      (d)   promptly pay to the Mezzanine Agent for the account of the Mezzanine
            Finance Party concerned an additional amount being the amount
            required to procure that the aggregate net amount received by such
            Mezzanine Finance Party will equal the full amount which would have
            been received by it had no such deduction or withholding or other
            deduction been made.

12.2  Exemption from Gross Up: No additional amount will be payable to a
      Mezzanine Lender under Clause 12.1 in respect of United Kingdom Taxes to
      the extent that such additional amount would not be payable to such
      Mezzanine lender:

      (a)   had been a Qualifying Lender at the time the payment concerned falls
            due (unless the reason it is not a Qualifying Lender is a change
            after the date of this Agreement (or, in the case of a Mezzanine
            Lender which became a Mezzanine Lender after the date of this
            Agreement the date on which it became a Mezzanine Lender) in any law
            or regulation, or in the interpretation or application thereof or in
            any practice or concession of the Inland Revenue); and

      (b)   had at that time been bringing into account amounts paid and payable
            hereunder as a trading receipt in the ordinary course of its bona
            fide banking business carried on in the United Kingdom.

12.3  Tax Credits: If an Obligor pays to any Mezzanine Finance Party any
      additional amount under Clause 12.1 (Gross up) by reason of a deduction
      or withholding for or on account of Taxes and that Mezzanine Finance Party
      actually obtains a refund of Tax, or credit against Tax, by reason of the
      payment of that additional amount and that Mezzanine Finance Party is able
      to identify such refund or credit as being attributable to that payment,
      then that Mezzanine Finance Party will reimburse to that Obligor such
      amount as that Mezzanine Finance Party determines to be the proportion of
      the credit or refund in question as will leave that Mezzanine Finance
      Party (after that reimbursement) in no better or worse position than that
      in which it would have been had the payment of the additional amount
      concerned not been required, but none of the Mezzanine Finance Parties nor
      any of them need make any reimbursement if it believes the making of the
      reimbursement will cause it to lose the benefit of the credit or refund or
      any other relief or allowance which may be available to it. Each


                                      -32-
<PAGE>   35
      Mezzanine Finance Party will have an absolute discretion as to whether to
      claim any credit for or refund of Taxes and, if it does claim, the extent,
      order and manner in which it does so. No Mezzanine Finance Party will be
      obliged to disclose any information regarding its tax affairs or
      computations to any Obligor.

12.4  A Mezzanine Finance Party intending to make a claim pursuant to this
      Clause 12 shall deliver to the Borrower through the Mezzanine Agent a
      certificate to that effect specifying the amount of compensation payable
      under this Clause 12 which will, in the absence of manifest error, be
      conclusive but that Mezzanine Finance Party will not be required to
      disclose in such certificate or otherwise any information which is in its
      opinion confidential or price-sensitive.

13.   CHANGE IN CIRCUMSTANCES

13.1  INCREASED COSTS:

      (1)   If the effect of any change in or introduction or making after the
            date of this Agreement of any law, regulation, treaty or official
            directive or official request applicable to any Mezzanine Finance
            Party (an "AFFECTED MEZZANINE FINANCE PARTY") (whether or not having
            the force of law but, if not, being of a type with which the
            Affected Mezzanine Finance Party is accustomed, expected or required
            to comply) or any change in the interpretation or application
            thereof or compliance by the Affected Mezzanine Finance Party with
            the same (including without limitation those relating to Taxation,
            reserve asset, special deposit, cash ratio, liquidity or capital
            adequacy requirements or any other form of banking or monetary
            controls) is to:

            (i)   impose an additional cost on the Affected Mezzanine Finance
                  Party as a result of it having entered into any of the
                  Mezzanine Finance Documents or assuming or maintaining its
                  Commitment during this Agreement or making or maintaining its
                  participation in any Advance or of it performing its
                  obligations under the Mezzanine Finance Documents; or
   
            (ii)  reduce any amount payable to the Affected Mezzanine Finance
                  Party hereunder or reduce the effective return on its capital
                  or any class thereof; or

            (iii) Result in the Affected Mezzanine Finance Party making any
                  payment or foregoing any interest or other return on or
                  calculated by reference to any amount received or receivable
                  by the Affected Mezzanine Finance Party from any other party
                  under any of the Mezzanine Finance Documents,

            (each such increased cost, reduction, payment, foregone interest or
            other return being hereafter referred to in this Clause 13 as an
            "INCREASED COST"), then:

            (1)   the Affected Mezzanine Finance Party will notify the Borrower
                  and the Mezzanine Agent of such event promptly upon its
                  becoming aware of the same; and

            (2)   upon demand from time to time by the Mezzanine Agent on behalf
                  of the Affected Mezzanine Finance Party, the Borrower will pay
                  to the Mezzanine Agent for the account of the Affected
                  Mezzanine Finance Party such amount as the Affected Mezzanine
                  Finance Party determines to be necessary to compensate the
                  Affected Mezzanine Finance Party for such increased cost (or
                  the portion of such increased cost as is in the opinion of the
                  Affected





                                      -33-

<PAGE>   36
                  Mezzanine Finance Party attributable to its entering into the
                  Mezzanine Finance Documents or of making or maintaining its
                  participation in any Advance or of maintaining its
                  Commitment).

      (b)   An Affected Mezzanine Finance Party intending to make a claim
            pursuant to this Clause 13 shall, reasonably promptly after it
            becomes aware of the circumstances giving rise to such claim deliver
            to the Borrower through the Mezzanine Agent a certificate specifying
            the amount of compensation payable under Clause 13.1(a) which will,
            in the absence of manifest error, be conclusive but the Affected
            Mezzanine Finance Party will not be required to disclose in such
            certificate or otherwise any information which is, in its opinion,
            confidential or price-sensitive.

      (c)   The Borrower will not be obliged to compensate any Mezzanine Finance
            Party pursuant to Clause 13.1(a) in respect of any increased cost:

            (i)   compensated for by payment of the Additional Costs Rate; or

            (ii)  attributable to a change in the rate of Tax on the overall net
                  income of that Mezzanine Finance Party imposed in the
                  jurisdiction in which it is incorporated or in which its
                  principal office or lending office for the time being is
                  located; or

            (iii) compensated for by the operation of Clause 12(Taxes) or would
                  have been so compensated for but for the operation of Clause
                  12.2; or

            (iv)  incurred in consequence of the implementation in whole or in
                  part of the International Convergence of Capital Measurements
                  and Capital Standards dated July 1988 published by the Basle
                  Committee on Banking Regulations and Supervisory Practices
                  (the "GUIDANCE") except where a higher level of capital
                  adequacy is imposed than that stipulated in the Guidance as at
                  the date of this Agreement.

13.2  ILLEGALITY: If it is or becomes contrary to any law, regulation, treaty,
      or official directive or official request applicable to any Mezzanine
      Lender (whether or not having the force of law but, if not, being of a
      type with which that Mezzanine Lender is accustomed, or expected or
      required to comply) in any jurisdiction applicable to that Mezzanine
      Lender for it to make available the Facility or to maintain its Commitment
      under this Agreement or to maintain its participation in any Advance then
      that Mezzanine Lender may give written notice to that effect to the
      Mezzanine Agent and the Borrower whereupon:

      (a)   the Borrower will forthwith prepay that Mezzanine Lender's
            participation in all the Advances then outstanding together with all
            interest accrued thereon and all other amounts due to that Mezzanine
            Lender under this Agreement (including pursuant to Clause 30.1
            (General Indemnity and Breakage Costs)); and

      (b)   that Mezzanine Lender's undrawn Commitment (if any) will be
            cancelled forthwith.

13.3  MITIGATION: If circumstances arise in relation to a particular Mezzanine
      Finance Party which would, or may, result in:

      (a)   an obligation to pay an additional amount under Clause 12.1
            (Gross-up); or

      (b)   a demand for compensation pursuant to Clause 13.1 (Increased Costs);
            or

      (c)   an obligation to repay under Clause 13.2 (Illegality),




                                      -34-


<PAGE>   37
        then, without in any way limiting, reducing or otherwise qualifying the
        obligations of the Borrower under any of the Clauses referred to above,
        that Mezzanine Finance Party will promptly notify the Mezzanine Agent
        and Borrower thereof and, in consultation with the Mezzanine Agent and
        Borrower, take such reasonable steps as may be reasonably open to it to
        mitigate the effects of such circumstances including (but without
        limitation):
        
        (1)     changing its Lending Office for the purposes of this Agreement;
                or

        (2)     (in the case of a Mezzanine Lender) transferring its rights and
                obligations hereunder pursuant to Clauses 28.2 or 28.3,

        but that Mezzanine Finance Party will not be obliged to take any action
        if to do so would or might (in its opinion) have a material adverse
        effect upon its business, operations or financial condition or cause it
        to incur liabilities or obligations (including Taxation) which (in its
        opinion) are material or would reduce its return in providing the
        Facility.

 
14.     FEES, EXPENSES AND STAMP DUTIES

14.1    COMMITMENT FEE: The Borrower will pay to the Mezzanine Agent for the
        account of the Mezzanine Lenders a commitment fee from the date hereof
        which will:

        (a)     be computed at the rate of 2 per cent. per annum on the daily,
                undrawn, uncancelled amount of the Total Commitments;

        (b)     accrue from day to day and will be calculated on the basis of a
                365 day year and the actual number of days elapsed; and

        (c)     be payable quarterly in arrears on 31st March, 30th June, 30th
                September and 31st December in each year and on the Termination
                Date, the first such payment being made on 30th June 1995 in
                respect of the period from and including the date of this
                Agreement to 30th June 1995.

14.2    OTHER FEES: The Borrower will also pay to the Mezzanine Agent for the
        account of the Mezzanine Lenders certain fees and to the Mezzanine
        Agent for its own account certain other fees in each case in the
        amounts, on the dates and at the times specified in and otherwise in
        accordance with the Fees Letters.

14.3    VAT: All fees payable under the Mezzanine Finance Documents are
        exclusive of any value added tax or other similar tax chargeable upon
        or in connection with such fees. If any value added tax or other
        similar tax is or becomes so chargeable, such tax will be added to the
        fee concerned at the appropriate rate and will be paid by the Borrower
        at the same time as the relevant fee itself is paid.

14.4    PRE-ENFORCEMENT EXPENSES: The Borrower will on demand pay and reimburse
        to each Mezzanine Finance Party on the basis of a full indemnity, all
        reasonable costs and expenses (including legal fees and other
        out-of-pocket expenses and any value added tax or other similar tax
        thereon) incurred by that Mezzanine Finance Party in connection with:

        (a)     the negotiation, preparation, execution and completion of each
                of the Mezzanine Finance Documents and each Mezzanine Lender
                Accession Notice, and all documents, matters and things
                referred to in the Mezzanine Finance Documents or Mezzanine
                Lender Accession Notice (as the case may be) or incidental to
                any of the Mezzanine Finance Documents or Mezzanine Lender
                Accession Notice (as the case may be);



                                      -35-

      
<PAGE>   38
        (b)     any variation, amendment, restatement, waiver, consent or
                suspension of rights (or any proposal for any of the same)
                relating to any of the Mezzanine Finance Documents or Mezzanine
                Lender Accession Notice (as the case may be) (and documents,
                matters or things referred to therein); and 

        (c)     the investigation of any Event of Default or Potential Event of
                Default.

14.5    ENFORCEMENT EXPENSES:  The Borrower will on demand pay and reimburse to
        each Mezzanine Finance Party on the basis of a full indemnity, all
        costs and expenses (including legal fees and other out of pocket
        expenses and any value added tax or other similar tax thereon) incurred
        by that Mezzanine Finance Party in connection with the preservation,
        enforcement or the attempted preservation or enforcement of any of that
        Mezzanine Lender's rights under any of the Mezzanine Finance Documents
        (and documents referred to therein).

14.6    STAMP DUTIES, ETC: The Borrower will pay and on demand indemnify each
        Mezzanine Finance Party from and against any liability for any stamp
        duty, documentary, registration and other duties and Taxes (if any)
        which are or may hereafter become payable in connection with the entry
        into, performance, execution or enforcement of any of the Mezzanine
        Finance Documents or to which any of the Mezzanine Finance Documents or
        any Mezzanine Lender Accession Notice (as the case may be) may
        otherwise be or become subject or give rise.

14.7    DELAY IN PAYMENT: The Borrower will pay and on demand indemnify each
        Mezzanine Finance Party from and against any losses or liabilities
        which it may incur as a result of any delay or omission by the Borrower
        to pay any such duties or Taxes mentioned in Clause 14.6.

15.     REPRESENTATIONS AND WARRANTIES

15.1    RELIANCE: The Borrower acknowledges that each Mezzanine Finance Party
        has entered into this Agreement and the other Mezzanine Finance
        Documents, and each Mezzanine Finance Party has agreed to provide the
        Facility, in full reliance on representations by the Borrower in the
        terms set out in the following provisions of this Clause 15 and the
        Borrower represents and warrants (in relation to itself and, in the
        case of Clauses 15.3 to 15.7, each other Obligor and each other member
        of the Combined Group) to each Mezzanine Finance Party in those terms.

15.2    REPETITION: The representations and warranties in this Clause 15 (other
        than those contained in Clauses 15.9(a) and 15.15(a)) will be deemed to
        be repeated by the Borrower on and as of each date on which an Advance
        is requested, the date on which an Advance is made and the first day of
        each Interest Period as if made with reference to the facts and
        circumstances existing on each such day except that the references to
        (a) Combined Group Pro-forma Statements in Clause 15.12(b); (b) Target
        Group Pro-forma Statements in Clause 15.12(c); and (c) Budget in the
        definition of Information Package, shall be construed as references to
        respectively; (i) the then latest consolidated management accounts of
        the Combined Group delivered to the Mezzanine Agent pursuant to Clause
        17.4(b) at any time prior to but excluding 31st December 1995 and at
        any time thereafter the then latest audited consolidated accounts of
        the BV Group delivered to the Mezzanine Agent pursuant to Clause
        17.4(a); (ii) following the Completion Date or a Proposed Completion
        (as the case may be) related to the relevant Target Group, the
        Completion Accounts or Subsequent Completion Accounts related to that
        Proposed Completion (as the case may be) on delivery of those
        respective accounts to the Mezzanine Agent pursuant to Clause 17.4(c)
        and (d) and thereafter the then latest consolidated or unconsolidated
        (as the case may be) accounts of that Target Group; (iii) the then
        latest Budget delivered to the Mezzanine Agent pursuant to Clause
        17.4(e). The representations and warranties contained in 15.15(a) will
        be deemed to be repeated by the 



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<PAGE>   39
      Borrower on and as of the date on which the First Advance is requested and
      the date on which the First Advance is made.

15.3  INCORPORATION: it is duly incorporated and validly existing with limited
      liability under (in the case of each Obligor at the date of this Agreement
      (other than the Borrower LK Ireland, Dr Kyprianou and Mrs Kyprianou)) the
      laws of England and Wales (in the case of each other Combined Group
      Company) the laws of the jurisdiction in which it is incorporated (in the
      case of the Borrower being The Netherlands, in the case of LK Cyprus being
      Cyprus, in the case of LK India being India and in the case of LK Ireland
      being the Republic of Ireland) has the power to own its property and
      assets and to carry on its business as it is being conducted.

15.4  POWER AND AUTHORITY: Its memorandum and articles of association or other
      constitutional documents incorporate provisions which respectively ensure,
      all necessary corporate, shareholder and other action has been taken to
      ensure, that:-

      (a)   it is authorised to sign or execute under seal or as a deed (as
            appropriate) and deliver each of the Mezzanine Finance Documents and
            the other Transaction Documents to which it is a party and perform
            the transactions contemplated thereby and to borrow the Facility (as
            the case may be);

      (b)   its payment obligations under each of the Mezzanine Finance
            Documents rank and will at all times rank in accordance with Clause
            15.7 (Pari Passu);

      (c)   each of the Mezzanine Finance Documents and the other Transaction
            Documents to which it is a party is admissible in evidence in the
            courts having jurisdiction in the place of incorporation of each
            Combined Group Company, and, if different, the jurisdiction to which
            it submits under this Agreement or under the relevant Mezzanine
            Finance Document or Transaction Document;

      (d)   each of the Mezzanine Finance Documents and the other Transaction
            Documents to which it is a party has been validly entered into by it
            and creates valid and binding obligations upon it which are subject
            to the Reservations enforceable in accordance with its terms; and

      (e)   the security constituted by the Mezzanine Security Documents to
            which it is a party is created and ranks in the order specified
            therein unless otherwise provided in any Intercreditor Deed.

15.5  AUTHORISATIONS AND CONSENTS: All consents, licenses, approvals and
      authorisations (whether corporate, official or otherwise) required by it
      in connection with the entry into, performance, validity, enforceability
      and admissibility in evidence of each of the Mezzanine Finance Documents
      and the other Transaction Documents to which it is a party and the
      transactions contemplated thereby have been unconditionally obtained and
      are in full force and effect.

15.6  NO CONTRAVENTION: Neither the execution and delivery of any of the
      Mezzanine Finance Documents, the other Transaction Documents, the
      performance of any of the transactions contemplated therein or of any of
      its obligations thereunder nor the creation of the security thereby
      constituted do now or will:-

      (a)   conflict with its memorandum or articles of association or other
            constitutional documents; or



                                      -37-

<PAGE>   40
       (b)    contravene or constitute a default under or otherwise conflict
with any provision contained in any agreement, instrument, law, judgment, order,
licence, permit, consent or directive by which any Obligor or any other Combined
Group Company or any of the assets of any Obligor or any other Combined Group
Company is bound or affected; or

       (c)    cause any borrowing, prohibition on the grant of any Security
Interest or other limitation on any Obligor or any other Combined Group Company
or the powers of the directors or other officers of any Obligor or any other
Combined Group Company to be exceeded, whether such limitation is imposed by or
contained in any document which contains or established its constitution or in
any law, order, directive or judgment to which any Obligor or any other
Combined Group Company is subject or any agreement or instrument by which any
Obligor or any other Combined Group Company or any of the assets of any Obligor
or any other Combined Group Company is bound or affected.

15.7   PARI PASSU: Its payment obligations under each of the Mezzanine
Finance Documents rank at least pari passu in right and priority of payment
with all its other unsecured and unsubordinated indebtedness (actual or
contingent) except only as mentioned in Clause 16.7 (Pari Passu Ranking).

15.8   NO DEFAULTS: No Event of Default or Potential Event of Default has
occurred and is continuing and no event has occurred (which has not been
remedied or waived) which constitutes a default under or in respect of any
agreement, instrument, deed or document to which any Obligor or any other
Combined Group Company is a party or by which any of them or any of their
assets may be bound or affected and no event has occurred (which has not been
remedied or waived) which, with the giving of notice and/or the passage of time
and/or giving of any certificate or statement and/or making of any
determination and/or fulfilment of any other condition, might constitute any
such default.

15.9   LITIGATION:

       (a)    Save as fully and fairly disclosed in the Banking Disclosure
Letter, no litigation, arbitration or administrative proceeding or claim is
current or pending or threatened against the Borrower or any other Obligor or
any other Combined Group Company or any of the assets of any Obligor or any
other Combined Group Company; and

       (b)    Save as fully and fairly disclosed in the Banking Disclosure
Letter, no litigation, arbitration or administrative proceeding or claim
(together "CLAIMS") is current or pending or threatened against the Borrower or
any other Obligor or any other Combined Group Company or any of the assets of
any Obligor or any other Combined Group Company which could reasonably be
expected to have a Material Adverse Effect.

15.10  NO SECURITY INTERESTS: Each Obligor and each Combined Group Company has
good and marketable title to all its assets and none of the assets of any
Obligor or any other Combined Group Company is affected by any Security
Interest other than a Permitted Security Interest and no Obligor nor any other
Combined Group Company is a party to, nor is it or any of its assets bound or
affected by, any order, licence, permit, consent, agreement or instrument under
which an Obligor or any other Combined Group Company is, or in certain events
(including the entry into any of the Mezzanine Finance Documents and/or
performance by each Obligor of its obligations thereunder) may be, required to
create, assume or permit to arise any Security Interest other than a Permitted
Security Interest.

15.11  NO GUARANTEES: No Obligor nor any other Combined Group Company has given
or entered into any Guarantee other than a Permitted Guarantee and no Obligor
nor any other Combined 


                                      -38-
<PAGE>   41

        Group Company is a party to, nor is it or any of its assets bound or
        affected by, any order, license, permit, consent, agreement or
        instrument under which any Obligor or any other Combined Group Company
        is, or in certain events (including the entry into of any of the
        Transaction Documents and/or performance by each Obligor and/or each
        Combined Group Company (as the case may be) of its obligations
        thereunder) may be, required to give or enter into any Guarantee other
        than a Permitted Guarantee.

15.12   MATERIAL DISCLOSURES:

        (a)     It has fully disclosed in writing to the Mezzanine Finance
                Parties all facts relating to, the Acquisitions and each
                Proposed Acquisition, the Obligors and each other Combined
                Group Company which the Borrower knows or should reasonably
                know and which might reasonably be expected adversely to affect
                the decision of the Mezzanine Lenders to make the Facility
                available to the Borrower.

        (b)     Since the date to and as at which the Combined Group Pro-forma
                Statements were made up, there has been no material adverse
                change in the business, assets, financial condition, prospects
                or operations of the Combined Group as a whole, the BV Group as
                a whole or of the Borrower.

        (c)     Since the date to and as at which any Target Group Pro-forma
                Statements were made up, there has been no material adverse
                change in the business, assets, financial condition, prospects
                or operations of the Business to which those Target Group
                Pro-forma Statements relate or that Target Group or that Target
                Group Company (as the case may be).

15.13   INFORMATION:

        (a)     Save as fully and fairly disclosed in a Banking Disclosure
                Letter, the Information Package and any other written
                information furnished by the Borrower or Dr Kyprianou (as the
                case may be) to the Mezzanine Finance Parties in connection with
                the Facility does not contain any factual statements which are
                incorrect or misleading in any material respect or omit to
                state any fact the omission of which makes the statements
                therein, in the light of the circumstances under which they
                were made, misleading in any material respect and:-

                (i)     all opinions expressed therein were fair and formed on
                        reasonable grounds after due and careful enquiry by the
                        Borrower and were at that time and remain the honestly
                        held opinions of the Borrower; and

                (ii)    all expressions of intention and details of strategy
                        contained therein were at that time and remain the
                        intentions and strategies of the Borrower; and

                (iii)   the financial projections contained therein were
                        prepared on the basis of the assumptions set out
                        therein (and on no other material assumptions) and
                        genuinely represent the views of the board of directors
                        of the Borrower as to the likely future performance of
                        the Borrower, the BV Group, the Combined Group and the
                        relevant Business and (if appropriate) the relevant
                        Target Group or Target Group Company (as the case may
                        be); and

                (iv)    the assumptions referred to in (iii) were at that time
                        and remain reasonable and appropriate assumptions on
                        which to base the forecasts of the likely future
                        performance of the Borrower, the BV Group, the Combined
                        Group and the relevant Business and (if appropriate)
                        the relevant Target Group or Target Group Company (as
                        the case may be).


                                      -39-
<PAGE>   42

        (b)     Save as fully and fairly disclosed in a Banking Disclosure
                Letter (or to the extent that this representation is repeated
                on or after the Completion Date as otherwise fully and fairly
                disclosed in writing to the Mezzanine Agent on or prior to such
                repetition), to the best of the Borrower's knowledge,
                information and belief after due and careful review and enquiry
                the forecasts, projections and conclusions contained in each of
                the documents comprising the Information Package in relation
                to any material matter, are fair and reasonable in all material
                respects, in each case in the circumstances and in the context
                of the Combined Group (as a whole) or the BV Group (as a
                whole), the relevant Business or (if appropriate) the relevant
                Target Group or Target Group Company (as the case may be) and
                the transactions contemplated hereby.

        (c)     Save as fully and fairly disclosed in a Banking Disclosure
                Letter (or to the extent that this representation is repeated on
                or after the Completion Date as otherwise fully and fairly
                disclosed in writing to the Mezzanine Agent on or prior to such
                repetition) to the best of the knowledge and belief of the
                Borrower all material factual information furnished by or on
                behalf of any Combined Group Company (or, as the case may be,
                Bec, any Target Group Company or any other person) to each of
                the firms which prepared any of the Information Package and
                contained or referred to therein was true in all material
                respects at the date (if any) ascribed thereto, all expressions
                of opinion or intention given by or on behalf of any Combined
                Group Company (or, as the case may be, Bec, any Target Group
                Company or any other person) and all forecasts and projections
                furnished by any Combined Group Company (or, as the case may
                be, Bec, any Target Group Company or any other person) to such
                accountants or experts and contained or referred to in any of
                the documents comprising the Information Package were arrived at
                after careful consideration, were fair and were based on
                reasonable grounds.

        (d)     Save as fully and fairly disclosed in a Banking Disclosure
                Letter (or to the extent that this representation is repeated
                on or after the Completion Date as otherwise fully and fairly
                disclosed in writing to the Mezzanine Agent on or prior to such
                repetition), so far as the Borrower is aware reasonable enquiry
                having been made, since the date of the material contained in
                the Information Package nothing has occurred or come to light
                which renders any of the material information, expressions of
                opinion or intention, forecasts, projections or conclusions
                warranted to in (a), (b) and (c) above and contained in the
                Information  package inaccurate or misleading (or in the case
                of expressions of opinion, conclusions, forecasts or
                projection, other than fair and reasonable) in any material
                respect in the context of the Combined Group, the BV Group, the
                relevant Business, the relevant Target Group Company or (if
                appropriate) the relevant Target Group or, as the case may be,
                any company or assets the subject of the Acquisitions or a
                Proposed Acquisition (as the case may be) and the transactions
                contemplated hereby.

15.14   INSURANCE: It and each other member of the Combined Group has in place
        insurances complying with the requirements of Clause 16.8 (Insurance)
        and no act, omission, event or default has occurred which has rendered
        or might render any policies of insurance taken out by it void or
        voidable and, so far as the Borrower is aware after due and careful
        review, there are no circumstances which would or might give rise to
        any claim under any such policies of insurance involving an amount in
        excess of L.50,000.

15.15   ACCOUNTS:

        (a)     Each of the Acquisition Statements (other than the Bec
                statements) and to the best of the Borrower's knowledge,
                information and belief after due and careful review and enquiry
                the Bec statements were prepared in accordance with UK gaap and
                give a true and fair view of the results of the operations of
                each Accounting Group as a


                                      -40-
<PAGE>   43

                whole to which the relevant Acquisition Statements relate 
                and/or (as appropriate) each Accounting Company to which the
                relevant Acquisition Statements relate (as the case may be) for
                the period to which they relate and the state of the affairs of
                each Accounting Group as a whole to which the relevant
                Acquisition Statements relate and/or (as appropriate) each
                Accounting Company to which the relevant Acquisition Statements
                relate (as the case may be) at the end of such period and, in
                particular, disclose or reserve against all liabilities (actual
                or contingent) of each Accounting Group as a whole to which
                the relevant Acquisition Statements relate and/or (as 
                appropriate) each Accounting Company to which the relevant
                Acquisitions Statements relate (as the case may be) and all
                material unrealized or anticipated losses from any commitment
                entered into by each Accounting Group as a whole to which the
                relevant Acquisition Statements relate and/or (as appropriate)
                each Accounting Company to which the relevant Acquisition
                Statements relate (as the case may be).

        (b)     To the best of the Borrower's knowledge, information and belief
                after due and careful review and enquiry, each Target Group
                Pro-forma Statements (other than the Bec statements) were
                prepared in accordance with the provisions of UK gaap and give
                a true and fair view of the results of the operations of the
                relevant Target Group as a whole and/or (as appropriate) each
                member of the relevant Target Group for the period to which
                they relate and the state of the affairs of the relevant Target
                Group as a whole and/or (as appropriate) each member of the
                relevant Target Group at the end of such period and, in
                particular, disclose or reserve against all liabilities
                (actual or contingent) of the relevant Target Group as a whole
                all material unrealised or anticipated losses from any
                commitment entered into by the relevant Target Group and/or (as
                appropriate) each member of the relevant Target Group.

15.16   NO OTHER SUBSIDIARIES: The Borrower has no Subsidiaries and LK Cyprus
        and LK India each have no Subsidiaries other than in each case those
        disclosed in the diagrams referred to in Clause 15.18 or permitted by
        the Mezzanine Agent acting on the instructions of all the Mezzanine
        Lenders in writing after the date of this Agreement.

15.17   ENVIRONMENTAL MATTERS:

        (a)     Each Obligor and each other member of the Combined Group is,
                and has at all times been, in full compliance with all
                Environmental Law and all Environmental Approvals necessary in
                connection with the ownership and operation of its business
                which are in full force and effect. To the best of the
                knowledge and belief of the Borrower having made due and
                careful enquiry, there are no circumstances which may
                reasonably be expected to prevent or interfere with any Obligor
                and/or each other Combined Group Company being in full
                compliance with any Environmental Law including obtaining or
                being in full compliance with any Environmental Approvals in
                the future and no material investment is necessary to obtain
                or renew any Environmental Approval.

        (b)     There are no past or present acts, omissions, events, state of
                facts or circumstances which have resulted in (or could result
                in) any third party (including a regulatory authority) taking
                any action or making any claim against any Obligor or any other
                Combined Group Company under any Environmental Laws including
                remedial action (in particular in relation to contaminated
                land) or the revocation, suspension, variation or non-renewal
                of any Environmental Approval and no Obligor nor any other
                Combined Group Company has notice of any complaints, demands,
                civil claims, enforcement proceedings or of any action required
                by any regulatory authority and there are no investigations
                pending or threatened in relation to the failure of any Obligor
                (or any other Combined Group Company) to obtain or comply with
                Environmental Law.


                                     -41-
<PAGE>   44
15.18 GROUP STRUCTURE: The diagrams attached as an annexure to the formalities
      certificate delivered pursuant to the paragraph 1 of Schedule 2 accurately
      record respectively the structure of the BV Group, the Cypriot Group, the
      Indian Group as at the date hereof.

15.19 DEDUCTIONS: Under the laws of The Netherlands in force at the date
      hereof, the Borrower will not be required to make any deduction or
      withholding from any payment it may make under any Mezzanine Finance
      Document to which it is a party.

15.20 FILINGS: Under the laws of The Netherlands, Cyprus and India in force at
      the date hereof, it is not necessary that any Transaction Document be
      filed, recorded or enrolled with any court or other authority in The
      Netherlands, Cyprus and India or that any stamp, registration or similar
      tax be paid on or in relation to any Transaction Document.

15.21 NO MATERIAL ADVERSE CHANGE: There has been no material adverse change in
      financial condition or operations of the business of any Accounting Group
      each taken as a whole since 31st December 1994.

15.22 PROPERTIES: All information in relation to the Properties provided by the
      Borrower to the Mezzanine Agent and all information contained in the
      certificate of title or reports on title (as the case may be) to the
      Properties to be given pursuant to this Agreement was and remains at the
      date of this Agreement true and accurate in all material respects.

15.23 ASSETS:

      (a)   All of the assets and rights to be acquired by each Appropriate
            Company under the relevant Transaction Documents will on Completion
            or Proposed Completion (as the case may be), be beneficially owned
            by it and each will be entitled to and will forthwith become the
            legal registered owner of all such assets and all such rights and
            assets are capable of assignment, transfer or charge to a third
            party as provided by the terms of the relevant Transaction
            Documents.

      (b)   Each Appropriate Company will on Completion or Proposed Completion
            (as the case may be) have good and marketable title to or valid
            leases or licences of or are otherwise entitled to use all material
            assets necessary to conduct its business as it is now being and
            will be conducted, LKUK or the relevant Appropriate Company (as the
            case may be) will have good and marketable title to all the issued
            share capital of HMTMS and all the issued share capital or assets
            (as the case may be) the subject of the Acquisition Agreements or
            the Stock Transfer Form or a Proposed Acquisition Agreement (as the
            case may be).

      (c)   It and each Combined Group Company has good and marketable title to
            all its assets other than:-

            (i)   leased assets (excluding for this purpose any of the
                  Properties which are leasehold), assets on hire purchase or
                  other rental terms or assets the subject of retention of
                  title clauses in favour of third party suppliers in respect
                  of supplies in the ordinary course of trading as now being
                  conducted by it; and

            (ii)  assets not vital to the operations of its business; and

            (iii) assets having a total value not exceeding L.50,000.


                                      -42-
<PAGE>   45
15.24  INTELLECTUAL PROPERTY: The Intellectual Property:-

       (a)  is and will continue to be beneficially owned by a Charging Company
            free from any licences to third parties (other than licences
            granted in the ordinary course of trading as now being conducted by
            that Charging Company substantially in the form of the Pro-forma IP
            Licence) and Security Interests (other than a Permitted Security
            Interest) and will not, so far as it is aware after due and careful
            consideration, be adversely affected by the transactions
            contemplated by the Transaction Documents;

       (b)  which is registered is not, so far as it is aware after due and
            careful enquiry, subject to cancellation proceedings and all
            registration and renewal fees have been paid in respect thereof;

       (c)  does not, so far as it is aware after due and careful enquiry,
            infringe any intellectual property rights of any third party;

       (d)  comprises, together with any other intellectual property rights
            licensed to it, all intellectual property rights owned by or
            licensed or otherwise made available to Bec and used immediately
            prior to Completion in relation to the First Business or, as the
            case may be, any Subsequent Vendor and used immediately prior to
            the Proposed Completion in relation to the Business the subject of
            that Proposed Acquisition Agreement; and

       (e)  comprises, together with all other intellectual property rights
            licensed to it, all intellectual property rights owned by or
            licensed or otherwise made available to any Obligor or any other
            Combined Group Company and used in the Business of that Obligor or
            any other Combined Group Company (as the case may be).

15.25  GUARANTEES: Other than a Permitted Guarantee, no Obligor has given or
       entered into any Guarantee (or agreement to create the same).

15.26  TRANSACTION DOCUMENTS: No Obligor nor any Combined Group Company is in
       breach of any of the terms, conditions and/or arrangements nor has there
       been any amendment, waiver or change to any of the Transaction Documents.

15.27  HOLDING COMPANY: The Borrower carries on no financial or commercial
       activity other than that of the Holding Company of the BV Group (which
       includes administrative functions and the supply of services for the
       other members of the Combined Group or other BV Group (as the case may
       be)) and it has no material liabilities or commitments (actual,
       contingent, present or future) other than under the Transaction
       Documents.

15.28  TRANSLATIONS: The English translation of all documents, instruments and
       agreements provided to the Mezzanine Finance Parties by any Obligor, any
       other Combined Group Company and any other BV Group Company are true,
       correct and accurately reflect the contents thereof.

15.29  ENTIRE AGREEMENT: Other than the Transaction Documents, there are no
       other agreements or arrangements (whether documented or not):-

       (a)  entered into between any of Bec, the Vendors, GMTMS, any Subsequent
            Vendor, any Senior Lender, any Obligor, any other Combined Group
            Company and any other BV Group Company; or

       (b)  relating to the transfer of all the issued share capital of HMTMS
            to LKUK by GMTMS or the Acquisitions or any Proposed Acquisition.



                                      -43-
<PAGE>   46
        (ii)    thereafter, a Mezzanine Lender or group of Mezzanine Lenders to
                whom in aggregate more than 66 2/3 per cent of the Loan is owed
                (or, immediately prior to its repayment, was then owed);

"MANAGEMENT ACCOUNTING PERIODS" means, in relation to the Borrower, the period
adopted by it for the purpose of its management accounts being each calendar
month in any Financial Year;

"MARGIN" means 4 per cent, per annum;

"MATERIAL ADVERSE EFFECT" is to be construed as a reference to an event or
matter have a material adverse effect on:-

(a)     the financial condition, assets, profits or prospects of any of (i) the
        BV Group taken as a whole; (ii) the Combined Group taken as a whole;
        (iii) the Borrower; or (iv) an Obligor; or

(b)     the ability of the Borrower or any Obligor to perform in a timely manner
        all or any of its obligations (including, without limitation, its
        payment obligations) under any of the Mezzanine Finance Documents;

"MAXIMUM FACILITY AMOUNT" MEANS:-

(i)     an amount being the sum of L.5,000,000 and the aggregate amount of
        the proposed Commitments of the financial institutions, nominated by the
        Mezzanine Agent in accordance with Clause 2.3 and, who have on or before
        the Accession Date delivered to the Mezzanine Agent a Mezzanine Lender
        Accession Notice complying with the terms of this Agreement and the
        Intercreditor Deed; or

(ii)    the amount agreed following the termination of the negotiations between
        the Borrower and the Mezzanine Agent to determine the maximum amount of
        the Facility,

        but unless and until such financial institutions referred to in (i)
        above become a party hereto or if applicable the Mezzanine Agent and the
        Borrower agree an amount in accordance with (ii) above, the amount shall
        be L.5,000,000;

"MEMORANDA OF DEPOSIT" means each memorandum of deposit of shares in LK India
and LK Cyprus executed by Dr L Kyprianou, Mrs E Kyprianou and LK Ireland
respectively in favour of the Mezzanine Security Trustee;

"MEZZANINE AGENT" means the Original Mezzanine Agent or such substitute agent
for the Mezzanine Lenders as shall be appointed pursuant to Clause 19.9;

"MEZZANINE FINANCE PARTIES" means the Mezzanine Agent, the Mezzanine Security
Trustee, the Mezzanine Lenders and "MEZZANINE FINANCE PARTY" means any of them;

"MEZZANINE INTEREST" means the gross amount of interest payable in respect of
the Facility;

"MEZZANINE LENDER ACCESSION NOTICE" means a notice to be delivered by any
acceding Mezzanine Lender to the Mezzanine Agent substantially in the form set
out in Schedule 9;

"MEZZANINE LENDERS" means, subject as hereinafter provided, the Original
Mezzanine Lender (and any Transferee or Acceding Mezzanine Lender which becomes
a party hereto


                                      -12-
<PAGE>   47
16.11   NO FACTORING: Without prejudice to Clause 16.12, it will not and it will
        procure that no other Obligor nor any other Combined Group Company will
        save with the prior written consent of the Mezzanine Agent acting on the
        instructions of all the Mezzanine Lenders:- 

        (a)  sell or otherwise dispose of any asset on terms whereby such asset
             is or may be leased to or re-acquired or acquired by it or any
             other member of the Combined Group or any of their respective
             related entities; or

        (b)  sell or otherwise dispose of any receivable.

16.12   NEGATIVE PLEDGE: It will not and it will procure that no other Obligor
        (other than Dr Kyprianou and Mrs Kyprianou) nor any other Combined
        Group Company will, save with the prior written consent of the Mezzanine
        Agent acting on the instructions of all the Mezzanine Lenders, create or
        agree or attempt to create or permit to subsist (in favour of any person
        other than the Mezzanine Security Trustee) any Security Interest over
        the whole or any part of its undertaking or assets (including, without
        limitation, revenues) present or future or agree to do so except that
        this restriction will not apply to:- 

        (a)  liens securing obligations not more than 30 days overdue, arising
             by operation of law in the ordinary course of trading;

        (b)  Security Interests arising out of title retention provisions in a
             supplier's standard conditions of supply of goods where the goods
             in question are supplied on credit and are acquired by the relevant
             Obligor or any other Combined Group Company (as the case may be) in
             the ordinary course of trading; and

        (c)  the Security Interests listed in Part A of Schedule 7 where the
             principal amount secured by each such Security Interest is not
             increased after the date of this Agreement above the respective
             amounts mentioned in Part A of that Schedule.

16.13   NO GUARANTEES: It will not and it will procure that no other Obligor nor
        any Combined Group Company will save with the prior written consent of
        the Mezzanine Agent acting on the instructions of all the Mezzanine
        Lenders give or enter into or permit to subsist or agree to give or
        enter into any Guarantee except for:-

        (a)  Guarantees in any of the Mezzanine Finance Documents;

        (b)  Guarantees listed in Part B of Schedule 7 where the principal
             amount secured by each such Guarantee is not increased after the
             date of this Agreement above the respective amounts mentioned in
             Part B of that Schedule; and

        (c)  Guarantees not exceeding an aggregate maximum actual and
             contingent amount of L.500,000 granted by the Borrower in favour of
             trade creditors of any of its Subsidiaries and/or any other
             Combined Group Company.

16.14   FINANCIAL INDEBTEDNESS: It will not and will procure that no other
        Obligor nor any other Combined Group Company will, save with the prior
        written consent of the Mezzanine Agent acting on the instructions of all
        the Mezzanine Lenders, incur any Financial Indebtedness other than in
        the case of the Borrower to the Mezzanine Finance Parties pursuant to
        the terms of the Mezzanine Finance Documents and in the case of any
        other Obligor or any other Combined Group Company,  Permitted
        Indebtedness. For this purpose, "PERMITTED INDEBTEDNESS" means:-


                                      -46-
            
        
<PAGE>   48
       (i)   sums due in respect of the Senior Loans; and

       (ii)  Financial Indebtedness permitted by Clauses 16.13 (No Guarantees)
             and 16.17 (Leasing Arrangements).

16.15  LOANS: It will not, and will procure that no other Obligor nor any other
       Combined Group Company will, save with the prior written consent of the
       Mezzanine Agent acting on the instructions of all the Mezzanine Lenders,
       make any loans or grant any credit other than normal trade credit given
       in the ordinary course of its trading activities and loans or credit
       given by any Combined Group Company to any of its directors or employees
       up to maximum aggregate amount for Combined Group Companies of L.100,000.

16.16  LEASING ARRANGEMENTS: It will not, and will procure that no other
       Obligor nor any other Combined Group Company will, save with the prior
       written consent of the Mezzanine Agent acting on the instructions of all
       the Mezzanine Lenders, enter into or permit to subsist any lease, hire
       purchase, conditional sale agreement or other agreement for the
       acquisition of any asset upon deferred payment terms provided that any
       Combined Group Company other than the Borrower may enter into finance
       leases (as defined in SSAP No. 21) in the ordinary course of its trading
       activities as being conducted by it on the date of this Agreement,
       provided that the aggregate capitalisation value of all such finance
       leases does not exceed a maximum aggregate amount of L.500,000.

16.17  ACQUISITIONS AND CAPITAL EXPENDITURE: It will not and will procure that
       no other Obligor nor any other Combined Group Company will, save with
       the prior written consent of the Mezzanine Agent acting on the
       instructions of all the Mezzanine Lenders:-

       (i)    make any Capital Expenditure in excess of the amounts approved by
              the Mezzanine Agent acting on the instructions of all the
              Mezzanine Lenders under the most recent capital expenditure budget
              forming part of the Budget submitted to the Mezzanine Agent in
              accordance with Clause 17.4(e); or

       (ii)   make any other acquisition or investment, including, without
              limitation, the acquisition of the whole or substantially the
              whole of the assets of any person or the acquisition of any
              business or enter into any agreement to do so, other than an
              acquisition which has been approved by the Mezzanine Agent under
              the Budget, without the prior written consent of the Mezzanine
              Agent acting on the instructions of all the Mezzanine Lenders.

16.18  NO INVESTMENTS: It will not and will procure that no other Obligor nor
       any other Combined Group Company will, save with the prior written
       consent of the Mezzanine Agent acting on the instructions of all the
       Mezzanine Lenders, own any interest in any share, equity related
       investment or investment security other than shares in wholly owned
       Subsidiaries of any Combined Group Company at the date hereof or the
       subject of a Proposed Acquisition or Sigen.

16.19  RESTRICTION ON SHARE REDEMPTIONS AND DISTRIBUTIONS: It will not and it
       will procure that no other Obligor nor any other Combined Group Company
       will:

       (a)    redeem, purchase, defease, retire or otherwise acquire any of its
              shares or warrants or options issued by it or set apart any sum
              for any such purpose or otherwise reduce, return or repay its
              capital or resolve to restructure its capital save with the prior
              written consent of the Mezzanine Agent acting on the instructions
              of all the Mezzanine Lenders; or



                                      -47-


<PAGE>   49
       (b)  permit any capitalisation of its distributable reserves save with
            the prior written consent of the Mezzanine Agent acting on the
            instructions of all the Mezzanine Lenders;

       (c)  (except in favour of a wholly owned Subsidiary of the Borrower or
            the Borrower) declare or pay any dividend or make any other
            distribution or pay any interest or other amounts whether in cash or
            otherwise on any class of its shares or Relevant Securities or set
            apart any sum for any such purpose, save with the prior written
            consent of the Mezzanine Agent acting on the instructions of all
            the Mezzanine Lenders such consent not to be unreasonably withheld
            in respect of dividends payable on the ordinary shares of the
            Borrower in accordance with its constitutional documents if each of
            the following conditions is satisfied:-

            (i)    no sum is due and unpaid under any of the Finance Documents;

            (ii)   no other Event of Default or Potential Event of Default has
                   occurred and is continuing or would occur as a result of
                   such payment; and

            (iii)  the Mezzanine Agent has not notified the Borrower before the
                   date on which the payment is proposed to be made (on the
                   basis of the latest financial information delivered to the
                   Mezzanine Agent under Clause 17.4) an Event of Default or a
                   Potential Event of Default ("NOTIFIED DEFAULT") would occur
                   directly or indirectly as a result of such payment at any
                   time within the six months' period following the proposed
                   date for the payment PROVIDED THAT any payment deferred as a
                   result of the operation of this paragraph (iii) may be paid
                   on the earlier of (aa) the Mezzanine Agent's confirmation
                   that all the Mezzanine Lenders are satisfied that any
                   Notified Default will not occur in that six months' period
                   and (bb) the expiration of that six months' period if in
                   either case no Event of Default or Potential Event of
                   Default is continuing on the date on which the payment is
                   subsequently proposed to be made.

16.20  PAYMENT SOURCE: It will ensure that any payment made to or for the
       account of the Mezzanine Finance Parties under the Mezzanine Finance
       Documents (whether of principal, interest or any other sum due) will be
       made out of its working capital, from profits or out of moneys received
       by it by way of lawful dividend from any of its Subsidiaries or, to the
       extent that it is intended that any payment shall not be so made, it
       shall have satisfied the Mezzanine Finance Parties that all applicable
       laws, rules and regulations relating to the payment of such moneys to
       the Borrower and/or the Mezzanine Finance Parties (as the case may be)
       have been duly complied with (including, where applicable, but not
       limited to, any statutory declarations and/or special resolutions
       required under Sections 155 and 156 of the Companies Act 1985).

16.21  HEDGING ARRANGEMENTS: It will, within 30 days of the making of the First
       Advance, and from time to time during the term of the Facility, enter
       into such Hedging Agreements (in form and substance and with a
       counterparty satisfactory to the Mezzanine Agent acting on the
       instructions of all the Mezzanine Finance Parties) as the Mezzanine
       Agent so acting may from time to time require so as to ensure that the
       Borrower has at all times hedged not less than an amount equal to the
       Mezzanine Interest from time to time.

16.22  RESTRICTION ON SHARE CAPITAL: It will not, and will procure that no
       other Obligor nor any other Combined Group Company will, except in the
       case of the Borrower with the prior written consent of the Mezzanine
       Agent acting on the instructions of all the Mezzanine Lenders, allot or
       issue and Relevant Securities or grant any options over or warrants in
       respect of any shares to any person after the date of this Agreement or
       restructure its share



                                      -48-

<PAGE>   50
        capital in any manner save that the Borrower may issue share capital
        pursuant to the Warrants and the Employee Options.

16.23   NO VARIATION OF TRANSACTION DOCUMENTS: Except with the prior written
        consent of the Mezzanine Agent acting on the instructions of the all the
        Mezzanine Lenders, it will not, and will procure that no Obligor nor any
        other Combined Group Company will, agree to any amendment or variation
        to the terms of the Transaction Documents or save as required by law,
        amend or seek or agree to amend the memorandum or articles of
        association or other constitutional documents or by-laws of any Obligor
        or any other Combined Group Company provided that if such undertaking
        would not be enforceable (having regard to the rule in Russell v.
        Northern Bank Development Corporation Limited and Others or any similar
        rule in the jurisdiction of incorporation of the relevant Combined Group
        Company) against the Borrower or any other Combined Group Company it
        shall not be given by that Combined Group Company.

16.24   WARRANTY AND RELATED CLAIMS: It will and will procure that each other
        Obligor and each other Combined Group Company will, unless the Mezzanine
        Agent acting on the instructions of all Mezzanine Lenders otherwise
        consents, take all action to enforce its rights in relation to the
        warranties given to it under the Acquisition Documents in relation to
        the Acquisitions and/or any Proposed Acquisition and in relation to all
        other rights and entitlements it may have under the Acquisition
        Documents or the Stock Transfer Form pursuant to which it acquired HMTMS
        (as the case may be).

16.25   EXERCISE OF DISCRETION UNDER ANCILLARY DOCUMENTS: It will and will
        procure that each other Obligor and each other Combined Group Company
        will, where any Obligor or Combined Group Company (as the case may be)
        has a right or option exercisable at its discretion (including, without
        limitation, the right to give or withhold consent) under a Transaction
        Document or any document ancillary thereto, exercise such discretion in
        such a way as to ensure that no Material Adverse Effect arises or may
        arise from the exercise or non-exercise of that right or option.

16.26   KEY-MAN INSURANCE: It will and will procure that each other relevant
        Obligor or Dr Kyprianou (as the case may be) will:

        (a)     maintain the Key-man Policies in full force and effect at all
                times during the periods specified in the definition of Key-man
                Policies:

        (b)     take out and maintain a Key-man Policy on substantially the same
                terms as the Key-man Policies in respect of any replacement for
                any Key Manager; and 

        (c)     deliver to the Mezzanine Agent promptly after effecting any
                Key-man Policy and in respect of the Key-man Policy numbered 4
                in the definition of Key-man Policies no later than 10 Business
                Days after the date of this Agreement and in respect of the
                Key-man Policies numbered 5-10 in the definition of Key-man
                Policies no later than one month after the date of this
                Agreement:

                (i)     the original policy documents of each such Key-man
                        Policy together with the policy number thereof;

                (ii)    an assignment of each Key-man Policy duly executed by
                        the beneficiary thereof in favour of the Mezzanine
                        Security Trustee or the Senior Security Trustee;


                                      -49-
<PAGE>   51
                (iii)   if the beneficiary of that Keyman Policy is a company a
                        certified copy of the board resolutions of that
                        beneficiary authorising the execution of the relevant
                        Assignment of Key-man Policies; and

                (iv)    confirmation that the first premiums have been paid and
                        that the underwriters are on risk.

16.27   INTELLECTUAL PROPERTY: It will and will procure that each other Obligor
        and each other Combined Group Company will:-

        (a)     observe and comply with all obligations and laws to which it in
                the capacity as registered proprietor, beneficial owner, user,
                licensor or licensee of the Intellectual Property or any part
                thereof is subject;

        (b)     do all acts as are reasonably practicable to maintain, protect
                and safeguard the Intellectual Property and continue the use of
                the trade marks, copyrights, registered designs and patents (if
                any) comprised in the Intellectual Property and ensure that
                such trade marks and/or registered designs are not used in such
                a way that they are put at risk by becoming generic or falling
                in the public domain;
        
        (c)     duly register in such register(s) or with such authorities as
                may be available for the purpose in the jurisdiction in which
                any Obligor and/or any Combined Group Company is incorporated,
                resident, carries on business or suffers or permits any other
                person to carry on business for it and in such name(s) as may
                be required by the law and practice of the place of
                registration such of the Intellectual Property and all
                assignments, licenses, mortgages and other security granted
                pursuant to the Mezzanine Finance Documents in respect thereof
                as may be capable of registration in such place(s) at the cost
                of the relevant Obligor or Combined Group Company (as the case
                may be);

        (d)     pay all fees necessary to maintain, protect and safeguard the
                Intellectual Property and the registrations required to be made
                under sub-clause (c) before the latest time provided for
                payment thereof;

        (e)     take all such reasonable steps, including the commencement of
                legal proceedings, as may be necessary to safeguard and
                maintain the validity, reputation, integrity, registration or
                subsistence of the Intellectual Property;

        (f)     not change the specification referred to in any registration of
                any Intellectual Property or permit any disclaimer, condition,
                restriction, memorandum or other thing to be entered on the
                registration of any Intellectual Property the effect of which
                will be to materially adversely affect the value of any such
                Intellectual Property;

        (g)     not assign, sever dispose of or otherwise part with control of
                the Intellectual Property, create or permit to subsist any
                Security Interest therein (other than under a Mezzanine
                Security Document or any Permitted Security Interest or grant
                any license to any person to use the same in any manner which
                will materially adversely affect the value of such Intellectual
                Property;

        (h)     compile within a reasonable period following Completion or a
                Proposed Completion (as the case may be) and maintain a
                comprehensive, detailed and up-to-date centralised record of
                all registered Intellectual Property (including details of
                agents engaged in relation to registrations thereof) and all
                material Intellectual Property; and

                                      -50-
<PAGE>   52
        (i)    as and when reasonably requested by the Mezzanine Agent, promptly
               provide the Mezzanine Agent with a copy of the record described
               in sub-clause (h) above and/or a written summary (together with
               sufficient copies thereof for distribution to all the Mezzanine
               Lenders) of all Intellectual Property created or acquired since
               the date of this Agreement or the date of the last notification,
               as the Mezzanine Agent may request.

16.28   PENSIONS:  Each Obligor and each other Combined Group Company will if
        requested by the Mezzanine Agent deliver to the Mezzanine Agent together
        with sufficient copies thereof for distribution to all the Mezzanine
        Lenders: (a) at such time as those reports are prepared in order to
        comply with the then current statutory or auditing requirements; and (b)
        if the Mezzanine Agent reasonably believes that the requirements of this
        Clause 16.28 are not being complied with, actuarial reports in relation
        to the pension schemes for the time being operated by each Obligor and
        each other Combined Group Company, and will ensure that all such pension
        schemes are fully funded based on reasonable actuarial assumptions
        applicable in the jurisdiction in which the relevant pension scheme is
        maintained.

16.29   REPORTS ON TITLE AND VALUATIONS: It will, at the expense of the
        Borrower, procure for the Mezzanine Agent such reports on title and/or
        certificates of title and/or valuations of any property (together in
        each case with sufficient copies thereof for each Mezzanine Lender)
        secured under the Mezzanine Security Documents as the Mezzanine Agent
        acting on the instructions of all the Mezzanine Lenders shall reasonably
        request.

16.30   JOINT VENTURES: It will not, and will procure that no other Obligor nor
        any other Combined Group Company will, except with the consent of the
        Mezzanine Agent acting on the instructions of the Mezzanine Lenders,
        enter into any joint venture, partnership or similar arrangement with
        any person other than Sima Computer Systems (Ireland) Limited in respect
        of Sigen.

16.31   NO NEW SUBSIDIARIES: It will not, and will procure that no other Obligor
        nor any other Combined Group Company will, without the prior written
        consent of the Mezzanine Agent acting on the instructions of all the
        Mezzanine Lenders form or acquire any Subsidiary or subscribe in any
        company intended to be a joint venture other than with Sima Computer
        Systems (Ireland) Limited in respect of Sigen or merge or consolidate
        with any other person.

16.32   MANAGEMENT ACCOUNTING PERIODS/FINANCIAL YEAR: It will not alter its
        Management Accounting Periods or its accounting reference period being
        the Financial Year without the prior written consent of the Mezzanine
        Agent acting on the instructions of all the Mezzanine Lenders (in which
        event the Mezzanine Agent may require such change in financial covenants
        contained in this Agreement as will fairly reflect the change notified
        to it) and the Borrower shall procure that the accounting reference
        period of each other Combined Group Company (including for the avoidance
        of doubt GMTMS, HMTMS and each other Target Group Company) shall be the
        same as its own.

16.33   AUDITORS' INVESTIGATIONS:

        (a)    It will, if so required by the Mezzanine Agent who believes in
               good faith that either (i) any financial statements or
               calculations provided by the Borrower are inaccurate or
               incomplete in any material respect; or (ii) the financial
               performance of any other Accounting Group as a whole and/or any
               other Accounting Company may give rise (or has given rise) to a
               breach of one or more of the financial covenants in Clause 17.9),
               at the expense of the Borrower instruct the Auditors or other
               firm of accountants selected by the Mezzanine Agent to discuss
               the financial position of the relevant Accounting Group and/or
               the relevant Accounting Company with the Borrower and to disclose
               to the Mezzanine Agent such information as the Mezzanine


                                      -51-
<PAGE>   53
            Agent may reasonably request regarding the financial condition and
            operations of the relevant Accounting Group and/or the relevant
            Accounting Company. The Borrower shall not be obliged to pay for
            any such exercise more than once in any Financial Year unless a
            previous exercise illustrated that the financial information
            provided by the Borrower pursuant to this Agreement was materially
            incorrect.

      (b)   If, having taken the steps in (a) above, the Mezzanine Agent
            continues to have bona fide concerns in relation to the financial
            performance of any Accounting Group and/or any Accounting Company,
            the accuracy of information provided by any Accounting Group and/or
            any Accounting Company or compliance with the covenants in the
            Mezzanine Finance Documents or any other legitimate concern
            relating to the affairs of any Accounting Group and/or any
            Accounting Company, the Mezzanine Agent may instruct the Auditors
            or other firm of accountants selected by the Mezzanine Agent to
            carry out an investigation into the affairs of the relevant
            Accounting Group and/or the relevant Accounting Company and/or the
            financial performance of the relevant Accounting Group and/or the
            relevant Accounting Company and/or the accounting and other
            reporting procedures and standards of the relevant Accounting Group
            and/or the relevant Accounting Company. The first such
            investigation in any Financial Year will be at the Borrower's
            expense and the Borrower will fully co-operate in relation to all
            investigations undertaken.

16.34 BOARD NOTICES: It undertakes and agrees that not more than one
      representative of the Mezzanine Agent shall be entitled to attend
      meetings ("Meetings") of the board of directors of the Borrower (the
      "BOARD") in the capacity described below and, in this regard, the
      Borrower will ensure and procure that:

      (a)   the Mezzanine Agent is given at least as much notice of the date,
            time and place of, and agenda for, all Meetings as is given to
            every member of the Board and, in any event, no less notice than is
            required to be given under its constitutional documents; and

      (b)   the Mezzanine Agent is supplied with copies of all such notices,
            reports, written presentations, board papers and other written
            information (collectively, "BOARD PAPERS") which are supplied or
            distributed to other members of the Board at the same time as such
            Board Papers are supplied to such other members.

16.35 BOARD REPRESENTATION: The Mezzanine Agent shall be entitled to attend
      Meetings as an observer only (in this capacity, an "OBSERVER"), and shall
      have no rights or liabilities with regard to the direction and/or conduct
      of the management of the Borrower by virtue of its being entitled to
      attend, and attending, Meetings as an Observer. In its capacity as
      Observer, the Mezzanine Agent will, however, be entitled to speak at, and
      to be heard at, Meetings but will not have a vote at Meetings, and will
      not be, or be entitled to be, counted in the quorum for any Meetings. The
      reasonable expenses of the Mezzanine Agent in attending Meetings as
      Observer shall be for the account of the Borrower and shall be discharged
      by the Borrower promptly upon demand being made therefor.

16.36 BOARD MEETINGS: The Board shall duly call, convene and hold at least four
      Meetings in each Financial Year one of which shall be held during each
      Accounting Quarter of that Financial Year.

16.37 PRESS ANNOUNCEMENTS: It will not, and will procure that no Obligor nor
      any other Combined Group Company will, make any public announcement or
      release of information in relation to any of the Mezzanine Finance
      Documents and the transactions contemplated thereby without the prior
      written consent of the Mezzanine Agent.


                                      -52-
<PAGE>   54
16.38   TAX RESIDENCY: It will procure that no UK Group Company will cease to be
        resident for tax purposes within the United Kingdom.

16.39   ENVIRONMENTAL PROTECTION: It will and it will procure that each other
        Obligor and each other Combined Group Company will:

        (a)   comply in all material respects with the terms and conditions of
              all Environmental Approvals and all Environmental Law applicable
              to it and for this purpose will implement procedures to monitor
              compliance and contain liability under any Environmental Law;

        (b)   promptly upon receipt of the same notify the Mezzanine Agent of
              any claim, notice or other communication served on it in respect
              of, or if it becomes aware of:-

              (i)   any suspension, revocation or material variation of any
                    Environmental Approval applicable to it (save where such
                    suspension or revocation arises by reason of and is
                    immediately followed by the issue of an Environmental
                    Approval in substantially the same terms); or

              (ii)  any breach of any Environmental Law which is or may be
                    material; or

              (iii) any material investment by any such Obligor and/or any other
                    Combined Group Company required to maintain, acquire or
                    renew any Environmental Approval; or

              (iv)  the issue of any enforcement or prohibition or similar
                    notice by a regulatory authority or receipt by any such
                    Obligor and/or any other Combined Group Company of any
                    complaint, demand, civil claim or enforcement proceeding;
                    and

        (c)   use all reasonable endeavours (by employing the best available
              techniques not involving excessive cost) to prevent any acts,
              omissions, events, state of facts or circumstances occurring or
              being exacerbated which could result in any third party taking any
              action or making any claim against any Obligor or any other
              Combined Group Company under any Environmental Law.

16.40   SIGEN: It will procure that on or before 60 days after the date of this
        Agreement either (a) Sigen becomes a wholly owned Subsidiary of the
        Borrower and in the event it is not a Dormant Subsidiary complies with
        the requirements of Clause 16.41 or (b) no member of the Combined Group
        retains any shares or other interest in Sigen.

16.41   ADDITIONAL SECURITY: It will procure that each of its Subsidiaries shall
        immediately upon becoming a Subsidiary or ceasing to be a Dormant
        Subsidiary (as the case may be) provided it is legally permissible and
        acceptable to any relevant regulatory authority(ies), enter into
        security in the same terms mutatis mutandis as the Guarantee and
        Debenture or enter into such other security arrangements as the
        Mezzanine Lender acting on the instructions of all the Mezzanine Lenders
        may reasonably require at the time to secure amounts outstanding under
        the Mezzanine Finance Documents and take all necessary and appropriate
        corporate and/or other action in relation thereto.

16.42   CHANGES TO BORROWERS ARTICLES: It will procure that as soon as
        practicable and in any event on or prior to 30th June, 1995 the Articles
        shall be amended in form and substance satisfactory to the Mezzanine
        Agent.


                                      -53-
<PAGE>   55
16.43   MR LORD SERVICE CONTRACT: The Borrower will procure that on or prior to
        30 days after the date of this Agreement a UK Group Company will enter
        into a Service Contract with Mr Stephen Lord in form and substance
        satisfactory to the Mezzanine Agent and that a copy thereof is
        delivered to the Mezzanine Agent promptly following the due execution
        thereof by the parties thereto and in any event no later than 2 days
        after such execution.

16.44   CYPRIOT EXISTING SECURITY: The Borrower will procure that on or prior to
        5 days after the date of this Agreement that LK Cyprus will deliver to
        the Mezzanine Agent a certified copy of each of the Security Interests
        opposite its name in Schedule 7.

17.     INFORMATION, ACCOUNTING AND FINANCIAL UNDERTAKINGS

17.1    DURATION OF UNDERTAKINGS: The Borrower undertakes to the Mezzanine
        Agent and each of the other Mezzanine Finance Parties in the terms of
        the following provisions of this Clause 17, such undertakings to
        commence on the date of this Agreement and to continue until all
        liabilities and obligations of the Borrower under each of the Mezzanine
        Finance Documents have been discharged and the Mezzanine Finance
        Parties have no further obligations to lend hereunder.

17.2    DEFAULTS: It will notify the Mezzanine Agent forthwith upon becoming
        aware of the occurrence of an Event of Default or Potential Event of
        Default and will from time to time on request supply the Mezzanine
        Agent with a certificate signed by any two of its directors certifying
        that no Event of Default and no Potential Event of Default has occurred
        and is continuing or, if such is not the case, specifying the Event of
        Default or Potential Event of Default which has occurred and the action
        taken or proposed to be taken to remedy it.

17.3    BOOKS OF ACCOUNT AND AUDITORS: It will and will procure that:

        (a)     each other Obligor, each other BV Group Company, each other
                Indian Group Company and each other Cypriot Group Company will,
                keep or cause to be kept proper books of account relating to
                its business; and

        (b)     each other Obligor and each other BV Group Company will
                maintain as its auditors the Auditors or such other firm of
                accountants as the Mezzanine Agent shall approve in writing
                from time to time.

17.4    FINANCIAL STATEMENTS: It will deliver to the Mezzanine Agent (with
        sufficient copies for all of the Mezzanine Lenders):-

        (a)     as soon as practicable, and in any event within 120 days from
                the end of each Financial Year commencing with the Financial
                Year ending 31st December 1995, copies of (i) the audited
                consolidated accounts for that year of each Accounting Company;
                and (ii) the audited consolidated accounts of each Accounting
                Group (other than the Combined Group) in each case as a whole
                for that year;

        (b)     as soon as practicable, and in any event within 30 days from
                the end of each Financial Year, copies of the unaudited
                consolidated management accounts of the Combined Group as a
                whole for that year;

        (c)     as soon as practicable and in any event within 60 days of
                Completion copies of the completion accounts of HMTMS in form
                and substance satisfactory to the Mezzanine Agent, acting on
                the instructions of all the Mezzanine Lenders;

        (d)     as soon as practicable and in any event within 60 days of any
                Proposed Completion copies of the audited completion accounts
                in form and substance satisfactory to the

                                      -54-
<PAGE>   56
                Mezzanine Agent, acting on the instructions of all the
                Mezzanine Lenders, which the Mezzanine Agent, so acting has
                specified are required in the Term Sheet in relation to the
                Subsequent Advance to be made available to enable, inter alia,
                that Proposed Completion to occur;

        (e)     not later than 30 days prior to the end of the Borrower's then
                current Financial Year, a budget and forecast in respect of
                each Accounting Group as a whole and each Accounting Company for
                the following Financial Year in such form, containing such
                information and in such detail as the Mezzanine Agent shall
                reasonably require (including, without limitation the amount of
                anticipated profits and the maximum aggregate amount of capital
                expenditure to be incurred by each Accounting Group as a whole
                and each Accounting Company during the succeeding Financial Year
                and the class or classes of assets to be thereby acquired
                (including, without limitation, an identification of the extent
                to which it is envisaged that the source of funds to be applied
                in such proposed capital expenditure is internally generated
                funds, the proceeds of equity subscriptions or other external
                sources) and any planned material disposal of assets (including,
                without limitation, an identification of the purposes for which
                any proceeds of disposals are to be utilised) and cashflow
                forecasts and covering such Financial Year and each Management
                Accounting Period during such Financial Year and a brief
                reconciliation of major divergencies (if any) from the forecasts
                for such Financial Year and each Management Accounting Period in
                such Financial Year and those contained in the relevant Business
                Plan, (the "BUDGET"); and the approval or non-approval of any
                such Budget shall be in the discretion of the Mezzanine Agent
                acting on the instructions of all the Mezzanine Lenders and, in
                particular but without limitation, such approval may be withheld
                on the basis of the non-approval by the Mezzanine Agent acting
                on the instructions of all the Mezzanine Lenders of the proposed
                source of funds for any proposed capital expenditure save that
                in the case of (i) the Financial Year of the Borrower ending
                31st December 1995 the Borrower shall deliver a Budget for the
                remainder of that Financial Year to the Mezzanine Agent within
                60 days of the Completion Date and (ii) any Financial Year of
                the Borrower in which a Proposed Acquisition takes place the
                Borrower shall deliver a Budget for the remainder of that
                Financial Year to the Mezzanine Agent within 60 days of the
                Proposed Completion for that Proposed Acquisition;

        (f)     as soon as practicable and in any event within 30 days from the
                end of each calendar month, the unaudited management accounts of
                each Accounting Company and the unaudited consolidated
                management accounts of each Accounting Group for such month in
                each case in form and substance satisfactory to the Mezzanine
                Agent, such management accounts to include, without limitation,
                the following items prepared on unconsolidated and on a
                consolidated basis as appropriate:-

                (i)     a profit and loss account;

                (ii)    a balance sheet;

                (iii)   a statement of source and application of funds/cashflow
                        statement; and

                (iv)    a comparison of the figures included under items (i) to
                        (iii) above to the figures included in the Budget
                        relating to the Financial Year which includes that
                        calendar month; and

        (g)     as soon as practicable and in any event within 30 days after
                the end of each Accounting Quarter (commencing on 30th June
                1995) a certificate (in form and detail reasonably satisfactory
                to the Mezzanine Agent) signed by the finance director and one
                other director of the Borrower approved by a quorate meeting of
                the board of

                                      -55-
<PAGE>   57
                directors of the Borrower demonstrating compliance (or lack of
                compliance as the case may be) by the Borrower with the
                financial undertakings set out in Clause 17.9 (such certificate
                to contain detailed calculations acceptable to the Mezzanine
                Agent demonstrating such compliance) and also confirming that
                at the date of such certificate no Event of Default or
                Potential Event of Default had occurred, or if it had occurred,
                a description thereof and the action taken or proposed to be
                taken to remedy it and, in the case of the last Accounting
                Quarter of the Borrower in any Financial Year, a certificate
                from the Auditors (in such form and with such content as the
                Mezzanine Agent may reasonably require) demonstrating whether
                or not the Borrower is in compliance with the covenants
                contained in Clause 17.9.

17.5    NOTIFICATION OF PROPOSED DISPOSALS OF SHARES: It will notify the
        Mezzanine Agent immediately of any proposal for the disposition of any
        shares or other Relevant Securities or grant of any options or warrants
        in respect of, any shares or other Relevant Securities in each case in
        or in respect of (as the case may be) any Combined Group Company.

17.6    OTHER INFORMATION: It will promptly deliver to the Mezzanine Agent:-

        (a)     details of any litigation, arbitration or administrative
                proceedings against the Borrower or any other Obligor or any
                Combined Group Company which could result in the Borrower or
                Combined Group suffering a loss in excess of L.100,000 or
                could give rise to a Material Adverse Effect;

        (b)     at the same time as sent to its and/or any Combined Group
                Companies shareholders or its and/or any Combined Group
                Companies creditors, any other document or information sent to
                any class of its and/or any Combined Group Company shareholders
                or creditors; and

        (c)     such other information relating to its financial condition,
                operations or assets or those of any other Obligor or any other
                Combined Group Company as the Mezzanine Agent may from time to
                time reasonably request.

17.7    PREPARATION OF FINANCIAL STATEMENTS: It will ensure that all financial
        statements delivered under Clause 17.4:-

        (a)     are prepared in accordance with UK gaap and in the case of
                audited financial statements in compliance with the Companies
                Act of 1985;

        (b)     give a true and fair view of the financial condition and results
                of the operations of in each case each Accounting Group as a
                whole and each Accounting Company (as the case may be) in each
                case for the period for which and on the date at which such
                financial statements are prepared and made up and in particular,
                disclose or reserve against all liabilities (actual or
                contingent) of each Accounting Group as a whole and each
                Accounting Company (as the case may be) and all material
                unrealised or anticipated losses from any commitment entered
                into by each Accounting Group as a whole and each Accounting
                Company (as the case may be);

        (c)     subject to the requirements of Clauses 17.7(a) and 17.7(b) are
                prepared in the case of the Combined Group's accounts in a
                manner which is consistent with and in the same format and with
                the same headings and other characterisations as in the
                Combined Group Pro-forma Accounts; and

        (d)     subject to the requirements of Clauses 17.7(a) and 17.7(b) are
                prepared (save in the case of the Combined Group's accounts) in
                a manner which is consistent with and in the same format and
                with the same headings and other characterisations as in the

                                      -56-
<PAGE>   58
                first set of such financial statements delivered to the
                Mezzanine Agent pursuant to Clause 17.4.

        If as a result of a change in law or a change in UK gaap such
        statements are required to be prepared on a different basis:-

        (1)     it shall promptly so advise the Mezzanine Agent;

        (2)     on request of the Mezzanine Agent, the Borrower and the
                Mezzanine Agent shall negotiate in good faith with a view to
                agreeing such amendments to Clause 17.9 and/or the definitions
                of any or all of the terms used therein as are necessary to
                give the Mezzanine Agent comparable protection to that
                contemplated at the date of this Agreement;

        (3)     if amendments satisfactory to the Mezzanine Agent are agreed by
                the Borrower and the Mezzanine Agent in writing within 30 days
                of such notifications to the Mezzanine Agent, those amendments
                shall take effect in accordance with the terms of that
                agreement; and

        (4)     if such amendments are not so agreed within 30 days, within 15
                days after the end of that 30 day period, the Borrower shall
                either:-

                (i)     deliver to the Mezzanine Agent, in reasonable detail
                        and in a form satisfactory to the Mezzanine Agent,
                        details of all such adjustments as need to be made to
                        the relevant financial statements in order to bring
                        them into line with the Companies Act 1985 (as in
                        effect on the date of this Agreement) and/or UK gaap
                        (as the case may be); or

                (ii)    ensure that the relevant financial statements are
                        prepared in accordance with the Companies Act 1985 (as
                        in effect on the date of this Agreement) and/or UK gaap
                        (as the case may be).

17.8    FINANCIAL YEAR: It will not change its accounting reference period from
        the twelve months' period ending 31st December in any year except with
        the consent of the Mezzanine Agent and it will procure that each
        Combined Group Company's and each Target Group Company's accounting
        reference period is and remains the same as its accounting reference
        period.

17.9    FINANCIAL COVENANTS

        (a)     The Borrower undertakes that:-

                (i)     ADJUSTED NET WORTH

                        Its Adjusted Net Worth shall not at any time during the
                        periods specified below fall below the amounts
                        specified for Adjusted Net Worth in respect of such
                        periods:-

<TABLE>
<CAPTION>
                        Period                               Adjusted Net Worth
                        ------                               ------------------
                        <S>                                  <C>
                        1.  from the Completion Date to,
                            but excluding 31st December      
                            1995; and                        L.5,000,000
                        2.  from 31st December 1995 and
                            at all times thereafter;         Target Net Worth
</TABLE>

                                      -57-

                               
            
<PAGE>   59
                (ii)    INTEREST COVER

                        The ratio of EBIT to Total Interest shall not at any
                        time be less than 3:1;

                (iii)   CASHFLOW COVER

                        The ratio of Relevant Cashflow to Debt Service shall
                        not at any time be less than 1.5:1; and

                (iv)    GEARING

                        The ratio of Total Borrowings to Adjusted Net Worth
                        shall not at any time be greater than 3:1.

        (b)     For the purposes of this Clause 17.9 the following words and
                expressions shall bear the following meanings:-

                "ACCOUNTING DATE" means the date falling at the end of each
                Accounting Quarter of the Borrower;

                "ADJUSTED NET WORTH" means, at any time, the aggregate amount
                of:-

                (a)     the issued and paid up share capital of the Borrower
                        including amounts standing to the credit of the share
                        premium account;

                (b)     the aggregate amount standing to the credit of the
                        capital and revenue reserves of the Relevant Group; and

                (c)     the amounts of any balance standing to the credit or
                        the debit, of the consolidated profit and loss account
                        of the Relevant Group;

                as derived from the then latest management accounts delivered to
                the Mezzanine Agent pursuant to Clause 5.1 and Schedule 2 or
                Clause 17.4 (as the case may be) for the Combined Group or at
                any time after but including 31st December 1995 the BV Group and
                in the latter case when the latest audited consolidated accounts
                of the BV Group are delivered to the Mezzanine Agent pursuant to
                Clause 17.4 as derived from those audited consolidated accounts
                for the purpose of testing any ratio for the period for which
                those consolidated accounts relate but after deducting, or
                excluding (as the case may be):-

                (d)     any amounts shown in respect of goodwill (but not
                        intellectual property rights) acquired after 31st
                        December 1994 of the Relevant Group and minority
                        interests in Subsidiaries;

                (e)     any capital accounts or reserves derived from any
                        writing up of the book value of any assets of any member
                        of the Relevant Group above historic cost less
                        accumulated depreciation at any time after the
                        Completion Date or any Proposed Completion Date (as the
                        case may be);

                (f)     exchange gains arising on consolidation accounted for
                        through reserves in accordance with SSAP No. 20; and

                (g)     at any time prior to but excluding 31st December 1995
                        any Future Product Development Costs;


                                      -58-
<PAGE>   60
"CASHFLOW" means, in respect of the relevant testing period, the aggregate of:-

(a)     EBIT;

(b)     the amount of any movement in the Working Capital (as defined below) of
        the Combined Group during the relevant period at any time prior to and
        including 31st December 1995 and at all times thereafter the BV Group;

(c)     depreciation on all fixed assets and amortisation of goodwill and
        intellectual property rights to the extent deducted from EBIT;

(d)     Tax paid during the relevant period;

(e)     Capital Expenditure during the relevant period;

(f)     any grants repaid during that period (to the extent not deducted in
        arriving at EBIT); and

(g)     amortisation of Product Development Costs, to the extent deducted in
        arriving at EBIT;

"DEBT SERVICE" means in respect of any testing period, the aggregate of the
gross amount of interest, commitment, commission, other commissions fees and
repayments of principal scheduled to be repaid by the Borrower in respect of
Total Borrowings during that period;

"EBIT" means, in respect of the relevant testing period, the profits of the
Combined Group at any time prior to and including 31st December 1995 and at all
times thereafter the BV Group for that period, determined on a consolidated
basis where appropriate, in accordance with UK gaap before any deduction for or
on account of:-

(a)     Total Interest;

(b)     Tax on overall income and profit;

(c)     amortisation of Future Product Development Costs;

but after deducting:-

(d)     amortisation of goodwill and intellectual property rights (other than
        intellectual property rights acquired after 31st December 1994);

(e)     amortisation of Product Development Costs; and

(f)     credit items which would be regarded as Extraordinary Items or
        Exceptional Items; and

(g)     any Future Product Development Costs to the extent treated as revenue by
        any Combined Group Company;

"EXTRAORDINARY ITEMS" are as defined in FRS3, but in addition shall include
those items listed in paragraph 20 of such standard;

"EXCEPTIONAL ITEMS" are as defined in FRS3 but in addition shall exclude those
items listed in paragraph 20 of such standard;


                                      -59-
<PAGE>   61
        "FRS" means a financial reporting standard issued by the Accounting
        Standards Board for application in England and Wales and where
        referenced by a number means that particular financial reporting
        standard;

        "FUTURE PRODUCT DEVELOPMENT COSTS" means in respect of any relevant
        testing period,any amount appearing in the balance sheet for the
        Combined Group, delivered pursuant to Clause 17.4(b) as part of the
        management accounts for the Combined Group, as product development costs
        less Product Development Costs;

        "PRODUCT DEVELOPMENT COSTS" means, in respect of any relevant testing
        period, the amount shown in respect of product development costs in the
        balance sheet comprising part of the Combined Pro-forma Accounts as at
        31st December 1994;

        "RELEVANT CASHFLOW" means Cashflow for the twelve months immediately
        preceding the relevant Accounting Date;

        "TARGETED NET WORTH" means an amount equal to the greater of L.5,000,000
        and the amount of Adjusted Net Worth shown in the most recent
        consolidated management accounts of the BV Group delivered to the
        Mezzanine Agent pursuant to Clause 17.4 and when the latest audited
        consolidated accounts of the BV Group are delivered to the Mezzanine
        agent pursuant to Clause 17.4 those consolidated accounts for the
        purpose of testing any ratio for the period for which the accounts
        relate;

        "TOTAL BORROWINGS" means, at any particular time, the aggregate
        outstanding amount of all Financial Indebtedness of the Relevant Group;

        "TOTAL INTEREST" means, in respect of the relevant testing period, the
        aggregate of all interest and similar financing charges incurred by the
        Combined Group at any time prior to and including 31st December 1995 and
        at all times thereafter the BV Group on its Total Borrowings during such
        period (including, but not limited to, interest, the interest finance
        charge element of hire-purchase, credit sale and conditional sale (as
        defined in the Consumer Credit Act 1974) agreements and of lease rentals
        under leases treated as finance leases pursuant to SSAP No. 21; and

        "WORKING CAPITAL" means trade and other debtors in respect of operating
        items plus prepayments and stock reasonably expected to be realized,
        consumed or sold in the ordinary course of trading within one year less
        trade and other creditors in respect of operating items and less accrued
        expenses and accrued costs repayable within one year.

17.10 CALCULATION

        (a)   On 30th June 1995 and on each subsequent Accounting Date on which
              the covenants contained in Clause 17.9 shall be tested, the
              covenants contained in that Clause will be tested on a rolling
              aggregate basis of the immediately preceding four consecutive
              quarterly periods ending on the relevant Accounting Date.

        (b)   The covenants contained in Clause 17.9 will be tested by reference
              to the monthly management accounts, delivered to the Mezzanine
              Agent pursuant to Clause 17.4, for the relevant period unless the
              audited accounts required to be delivered to the Mezzanine Agent
              pursuant to Clause 17.4 for the relevant period or any part
              thereof are available on the relevant date on which any such
              covenant is tested, in which case such audited accounts shall be
              used instead. If the audited accounts are not available when the
              covenant is tested but when such audited accounts become available
              they demonstrate that the figures in any relevant monthly
              management accounts utilised 

                                      -60-
<PAGE>   62
            for any such calculation cannot have been substantially accurate
            then the Mezzanine Agent shall require such adjustment to the
            calculations made or to be made as it, in its sole discretion,
            considers appropriate to rectify such inaccuracy and compliance
            with the covenants in Clause 17.9 will be determined by reference
            to such adjusted figures.

      (c)   The components of each definition contained in Clause 17.9 will be
            calculated in accordance with the UK gaap. In the case of any
            component calculated by reference to management accounts UK gaap
            will be applied within the reasonable parameters which may be
            expected of management accounts not the subject of audit procedures.

18.   EVENTS OF DEFAULT

18.1  LIST OF EVENTS: Subject to Clause 18.3 each of the events set out in this
      Clause 18.1 constitutes an Event of Default whether or not the occurrence
      of the event concerned is outside the control of the Borrower or any other
      BV Group Company or any other Combined Group Company: -

      (a)   PAYMENT DEFAULT: the Borrower or any other Obligor fails to pay on
            the due date any amount payable by it under any of the Finance
            Documents at the place and in the currency at or in which it is
            expressed to be payable unless the Borrower satisfies the Mezzanine
            Agent acting on the instructions of all the Mezzanine Lenders that
            non-payment is due solely to administrative error (by a bank
            involved in transferring funds) and payment is made within one
            Business Day of its due date; or

      (b)   BREACH OF OTHER OBLIGATIONS: the Borrower or any other Obligor
            fails to observe or perform any of its obligations or undertakings
            under any of the Mezzanine Finance Documents and/or any of the
            other Project Documents; or

      (c)   MISREPRESENTATION: any representation, warranty or statement which
            is made by the Borrower or any Obligor in any of the Mezzanine
            Finance Documents and/or any of the other Project Documents or is
            contained in any certificate, statement or notice provided under or
            pursuant to any of the Mezzanine Finance Documents and/or any other
            Project Documents proves to be incorrect in any material respect
            when made (or deemed to be made or repeated); or

      (d)   INVALIDITY AND UNLAWFULNESS:

            (i)   any provision of any Mezzanine Finance Document and/or any
                  other Project Document is or becomes invalid or unenforceable
                  for any reason or shall be repudiated or the validity or
                  enforceability of any provision of any Mezzanine Finance
                  Document and/or any other Project Document shall at any time
                  be contested by any party thereto (other than a Mezzanine
                  Finance Party) or any party thereto (other than a Mezzanine
                  Finance Party) shall deny the existence of any liability or
                  obligation on its part thereunder; or

            (ii)  at any time it is or becomes unlawful under any applicable
                  jurisdiction for any Obligor or Combined Group Company (as
                  the case may be) to perform any of its obligations under any
                  of the Mezzanine Finance Documents and/or any of the other
                  Project Documents; or

            (iii) at any time any act, condition or thing required to be done,
                  fulfilled or performed in order (i) to enable any Obligor or
                  Combined Group Company (as the case may be) lawfully to enter
                  into, exercise its rights under or perform the obligations
                  expressed to be assumed by it in any of the 


                                      -61-
<PAGE>   63



                    Mezzanine Finance Documents and/or any of the other Project
                    Documents, (ii) to ensure that the obligations expressed to
                    be assumed by any Obligor or Combined Group Company (as the
                    case may be) in any Mezzanine Finance Document and/or any of
                    the other Project Documents are legal, valid and binding or
                    (iii) to make each Mezzanine Finance Document and/or each
                    other Project Document admissible in evidence in the English
                    courts or any court in the jurisdiction in which such
                    Obligor or Combined Group Company (as the case may be) is
                    incorporated, carries on business or is resident, is not
                    done, fulfilled or performed; or

     (e)  INSOLVENCY: the Borrower or any other Obligor or any other Combined
          Group Company stops or suspends or threatens or announces an intention
          to stop or suspend payment of its debts or shall for the purpose of
          Section 123 of the Insolvency Act 1986 (on the basis that the words
          "proved to the satisfaction of the court" are deemed omitted from
          Section 123(2)) or any other applicable law be deemed to be unable or
          shall admit its inability to pay its debts as they fall due or shall
          become insolvent or a moratorium is declared in respect of any of its
          indebtedness; or

     (f)  RECEIVERSHIP AND ADMINISTRATION: any encumbrancer takes possession of,
          or a receiver or administrator or similar officer is appointed over or
          in respect of, all or any part of the business or assets of the
          Borrower or any other Obligor or any other Combined Group Company or a
          distress or any form of execution is levied or enforced upon or sued
          out against any such assets (and is not discharged to the Mezzanine
          Agent's (acting on the instructions of all the Mezzanine Lenders)
          reasonable satisfaction within five days) or a petition is presented
          or meeting convened or application made or other step taken for the
          purpose of appointing an administrator or receiver or other similar
          officer of, or for the making of an administration order in respect
          of, the Borrower or any other Obligor or any other Combined Group
          Company; or

     (g)  COMPOSITIONS AND ARRANGEMENTS:

          (i)  the Borrower or any other Obligor or any other Combined Group
               Company convenes a meeting of its creditors or proposes or makes
               any arrangement or composition with, or any assignment for the
               benefit of, its creditors generally; or

          (ii) the Borrower or any other Obligor or any other Combined Group
               Company proposes or enters into any negotiations for or in
               connection with the re-scheduling, restructuring or re-adjustment
               of any indebtedness with a view to avoiding the occurrence of any
               of the circumstances described in Clauses 18.1(e) (Insolvency),
               18.1(f) (Receivership and Administration), paragraph (i) of this
               Clause 18.1(g) (Compositions and Arrangements), 18.1(h) (Winding
               up) or 18.1(i) (Suspension of Payments) or as a result of the
               Borrower or any other relevant Obligor or other relevant Combined
               Group Company being unable to meet its payment obligations in
               respect of such indebtedness on their due dates or being unable
               to meet financial covenants or targets set out in the agreement
               recording the terms of such indebtedness; or

     (h)  WINDING UP: any meeting of the Borrower or any other Obligor or any
          other Combined Group Company is convened for the purpose of
          considering any resolution for (or to petition for) its winding up or
          bankruptcy (as the case may be) or the Borrower or any other Obligor
          or any other combined Group Company passes such a resolution or a
          petition is presented for the winding up or bankruptcy (as the case  



                                      -62-
<PAGE>   64


          may be) of the Borrower or any other Obligor or any other Combined
          Group Company (other than a petition which is contested on bona fide
          grounds and discharged within 30 days of being presented and in any
          event before it is advertised) or any order is made for the winding up
          or bankruptcy (as the case may be) of the Borrower or any other
          Obligor or any other Combined Group Company; or

     (i)  SUSPENSION OF PAYMENTS: any order is made or resolution passed or
          other action taken for the suspension of payments, protection from
          creditors or bankruptcy of the Borrower or any other Obligor or any
          other Combined Group Company; or

     (j)  SIMILAR EVENTS ELSEWHERE: there occurs in relation to the Borrower or
          any other Obligor or any other Combined Group Company or any of their
          property or assets in any country or territory in which it is
          incorporated or carries on business or is resident or in the
          jurisdiction in whose courts it or any of its property or assets is
          subject any event which appears to the Mezzanine Agent to correspond
          in that country or territory with any of those mentioned in Clauses
          18.1(e) to 18.1(i) (inclusive) or the Borrower or any other Obligor or
          any other Combined Group Company otherwise becomes subject in any such
          country or territory to any law relating to insolvency, bankruptcy or
          liquidation; or

     (k)  CESSATION OF BUSINESS: the Borrower or any other Obligor or any other
          Combined Group Company ceases, or threatens or proposes to cease, to
          carry on all or a substantial part of their business and, in the case
          of a cessation of the business, or any part thereof, of any Combined
          Group Company (other than an Obligor), such cessation of business is
          material in relation to the business of the Combined Group taken as a
          whole; or

     (l)  COMPULSORY ACQUISITION: all or any part of the property or assets of
          the Borrower or any other Obligor or any other Combined Group Company
          is seized, nationalised, expropriated or compulsorily acquired by, or
          by the order of, any central or local governmental authority and as a
          result the business of the Borrower or of the Combined Group as a
          whole is materially and adversely affected or curtailed; or 

     (m)  SECURITY INTERESTS: any Security Interest affecting the business,
          undertaking or any of the assets of the Borrower or any other Obligor
          or any other Combined Group Company becomes enforceable; or

     (n)  CROSS DEFAULT: any other Financial Indebtedness of the Borrower or any
          other Obligor or any other Combined Group Company:-

          1.   is not paid when due or within any applicable grace period in any
               agreement relating to that Financial Indebtedness; or

          2.   becomes due and payable (or capable of being declared due and
               payable) before its normal maturity or is placed upon demand (or
               any commitment for any such indebtedness is suspended) by reason
               of a default or event of default however described; or

          3.   any agreement to make Financial Indebtedness available to, or
               underwrite Financial Indebtedness of any Obligor and/or any other
               Combined Group Company is terminated by reason of default
               (howsoever described) and whether or not within the control of
               that Obligor or Combined Group Company (as the case may be); or


                                      -63-

<PAGE>   65
        (o)     LITIGATION: any litigation, arbitration or administrative
                proceeding or claim (together "LITIGATION PROCEEDINGS") is
                commenced by or against the Borrower or any other Obligor or
                any other Combined Group Company which could reasonably be
                expected to have a Material Adverse Effect; or

        (p)     CHANGE OF CONTROL: the Borrower ceases to be a wholly owned
                subsidiary of LKNV other than as a result of the exercise of
                the Warrants and/or the Employee Options; or

        (q)     AUDITOR'S QUALIFICATION: the auditors of the Borrower or any
                other Obligor or Combined Group Company qualify their report on
                the audited consolidated (if appropriate) accounts of the
                Borrower or any other such Obligor or Combined Group Company
                (as the case may be) in any manner whatsoever; or

        (r)     VARIATION OF MEMORANDUM & ARTICLES: any of the provisions of
                the Articles or the memorandum and articles of association or
                other constitutional documents of any other Primary Obligor or
                any other Combined Group Company are amended, modified or
                replaced without the prior written approval of the Mezzanine
                Agent acting on the instructions of all the Mezzanine Lenders
                save as required pursuant to Clause 16.42; or

        (s)     MANAGEMENT OF BORROWER: Dr L Kyprianou ceases to be a full
                time employee and director of the Borrower or ceases to devote
                the time and attention to the business, trade and offices
                required by his Service Contract or dies or otherwise becomes
                unable adequately to carry out his functions in such capacity;
                or

        (t)     NON PERFORMANCE WITH BUDGET: there is any material divergence
                or deviation between the actual performance by any Accounting
                Group as a whole or any Accounting Company in any Financial
                Year or any Management Accounting Period and the performance
                projected for that Financial Year or Management Accounting
                Period for such Accounting Group as a whole or that Accounting
                Company (as the case may be) in the Budget delivered to the
                Mezzanine Agent pursuant to Clause 17.4(e) for that Financial
                Year which could reasonably be expected to have a material
                adverse effect on the financial condition, assets, profits or
                prospects of the BV Group as a whole or the Combined Group as a
                whole; or

        (u)     VENDOR WARRANTIES: any warranty made by a Vendor or a
                Subsequent Vendor in any of the Acquisition Documents is
                incorrect in a material respect or any breach by a Vendor or
                GMTMS or a Subsequent Vendor of its obligations under any of
                the Acquisition Documents or the Stock Transfer Form (as the
                case may be) occurs or any other claim is made by any Obligor
                and/or any other Combined Group Company against a Vendor or
                GMTMS or a Subsequent Vendor under the Acquisition Documents or
                the Stock Transfer Form (as the case may be) where an Obligor
                and/or any other Combined Group Company is not entitled to
                claim (the "UNCOVERED CLAIM") for the full amount of any
                resulting loss to that Obligor or any Combined Group Company
                (as the case may be) against the Vendor or GMTMS or Subsequent
                Vendor under the Acquisition Documents or the Stock Transfer
                Form (as the case may be) and the Uncovered Claim or the fact
                or matter or breach which gave rise to the Uncovered Claim will
                have a Material Adverse Effect; or

        (v)     MATERIAL ADVERSE CHANGE: at any time there occurs a material
                adverse change in the financial condition, assets, profits or
                prospects of any Accounting Group, the Combined Group in each
                case taken as a whole, the Borrower, any other Obligor or any
                Accounting Company such that, in the opinion of the Mezzanine
                Agent, it


                                      -64-
<PAGE>   66
               appears that any Obligor may be unable to perform and comply with
               any one or more of its obligations under any of the Finance
               Documents; or

        (w)    ATTACHMENT OR PROCESS:  a creditor attaches or takes possession
               of, or a distress, execution, sequestration or other process is
               levied or enforced upon or sued out against any of the
               undertaking, assets, rights or revenues of the Borrower or any
               other Obligor or any other Combined Group Company and is not
               discharged within seven days; or

        (X)    LK CYPRUS AND LK INDIA:  the Borrower fails to acquire the whole
               of the issued share capital of LK Cyprus and LK India on or
               before 31st December 1995.

18.2    CANCELLATION AND REPAYMENT:  At any time after the occurrence of an
        Event of Default and while the same is continuing the Mezzanine Agent
        may, and if so directed by the Majority Mezzanine Lenders, by written
        notice to the Borrower do all or any of the following in addition and
        without prejudice to any other rights or remedies which it or any other
        Mezzanine Finance Party may have under this Agreement or any of the
        other Mezzanine Finance Documents:

        (a)    cancel all of the Commitments whereupon the same shall be
               cancelled forthwith and reduced to zero and the Mezzanine Lenders
               will have no further obligations hereunder; and/or

        (b)    declare all outstanding Advances to be immediately due and
               payable, whereupon the same shall become immediately due and
               payable by the Borrower, together with interest accrued thereon
               and all other sums due, owing or payable under each of the
               Mezzanine Finance Documents (including such amount (if any) as
               any Mezzanine Lender may certify pursuant to Clause 30.1 (General
               Indemnity and Breakage Costs)) or declare the same to be due and
               payable on demand in which case the Borrower shall make payment
               thereof on demand by the Mezzanine Agent made at any time
               thereafter; and/or

        (c)    take any other action, exercise any other right or pursue any
               other remedy conferred upon the Mezzanine Agent and/or a
               Mezzanine Lender by any Mezzanine Finance Document or by any
               applicable law or regulation or otherwise as a consequence of
               such Event of Default.

18.3    EXCLUDED EVENTS:  None of the events specified in Clause 18.1(h)
        (Winding up) or 18.1(k) (Cessation of Business) shall constitute an
        Event of Default if it occurs in relation to a member of the Combined
        Group (other than Borrower, any Obligor or any Principal Subsidiary)
        whilst solvent and for the purposes and as part of a reconstruction or
        amalgamation the terms of which have previously been approved in writing
        by the Mezzanine Agent acting on the instructions of the Majority
        Mezzanine Lenders.

19.     THE MEZZANINE AGENT AND THE OTHER MEZZANINE FINANCE PARTIES

19.1    APPOINTMENT AND DUTIES OF THE MEZZANINE AGENT:

        (a)    Each Mezzanine Lender hereby appoints Barclays de Zoete Wedd
               Limited as Mezzanine Agent and Mezzanine Security Trustee to act
               (a) as its agent under and in connection with the Mezzanine
               Finance Documents and (b) as security trustee for the purpose of
               the Mezzanine Security Documents and irrevocably authorises
               Barclays de Zoete Wedd Limited for and on its behalf to exercise
               such rights, powers and discretions as are specifically delegated
               to it by the terms of the Mezzanine Finance Documents together
               with all such rights, powers and discretions as are


                                      -65-


<PAGE>   67
        language or accompanied by a translation thereof into English certified
        (by an officer of the person making or delivering the same) as being a
        true and accurate translation thereof.

25.     NO IMPLIED WAIVERS

25.1    No failure or delay by the Mezzanine Agent or any other Mezzanine
        Finance Party in exercising any right, power or privilege under any of
        the Mezzanine Finance Documents will operate as a waiver thereof nor
        will any singe or partial exercise of any right, power or privilege
        preclude any other or further exercise thereof or the exercise of any
        other right, power or privilege.

25.2    The rights and remedies provided in the Mezzanine Finance Documents are
        cumulative and not exclusive of any rights and remedies provided by law
        and all such rights and remedies howsoever arising will, save where
        expressly provided to the contrary herein, be available to the
        Mezzanine Finance Parties severally and any Mezzanine Finance Party
        shall be entitled to commence proceedings in connection therewith in
        its own name.

25.3    A waiver given or consent granted by the Mezzanine Agent or any
        Mezzanine Finance Party under this Agreement will be effective only if
        given in writing and then only in the instance and for the purpose for
        which it is given.

26.     INVALIDITY OF ANY PROVISION

        If any provision of this Agreement is or becomes invalid, illegal or
        unenforceable in any respect under any law, the validity, legality and
        enforceability of the remaining provisions will not be affected or
        impaired in any way.

27.     CONFIDENTIALITY
       
        Subject to the provisions of Clause 28.5 the parities will keep the
        Mezzanine Finance Documents and the other Transaction Documents and the
        subject matter thereof confidential save to the extent that they are
        required by law or regulation to disclose the same. Each of the
        Mezzanine Finance Parties agrees with the Borrower to hold confidential
        all information which it acquires under or in connection with the
        Mezzanine Finance Documents and the other Transaction Documents save
        to the extent it is required by law or regulation to disclose the same
        or the same comes into the public domain (otherwise than as a result of
        a breach of this Clause 27). A Mezzanine Finance Party may, however,
        disclose such information to its auditors, legal advisers or other
        professional advisers (the "ADVISERS") for purposes connected with the
        Mezzanine Finance Documents or the other Transaction Documents (as the
        case may be).

28.     CHANGES TO PARTIES

28.1    ASSIGNMENT BY THE BORROWER: The Borrower may not assign or transfer all
        or any part of its rights, benefits or obligations under this
        Agreement or any of the other Mezzanine Finance Documents.

28.2    ASSIGNMENTS AND TRANSFERS BY THE MEZZANINE LENDERS:

        (a)     A Mezzanine Lender, or any successor or assign of such Mezzanine
                Lender, (in this capacity the "TRANSFEROR") may at any time
                assign, novate or otherwise transfer all or any part of its
                rights or obligations under the Mezzanine Finance Documents (or
                any of them) to any person (a "TRANSFEREE") provided that it has
                consulted the Borrower prior to doing so and provided further
                that the Transferee is a Qualifying Lender.


                                      -76-
<PAGE>   68
     

     (b)  A transfer of obligations will only be effective if made in accordance
          with Clause 28.3 (Substitution Provisions) or if the Transferee has,
          prior to the transfer taking effect, confirmed in writing to the
          Mezzanine Agent (acting on behalf of all the other Mezzanine Finance
          Parties (and the other parties to the Intercreditor Deed)) and the
          Borrower that it undertakes to be bound by the terms of each of the
          Mezzanine Finance Documents as a Mezzanine Lender in form and
          substance satisfactory to the Mezzanine Agent and approved by the
          Borrower, such approval not to be unreasonably withheld or delayed.
          On any such transfer being made, the Transferor will be relieved of
          its obligations to the extent that they are transferred to the
          Transferee.

     (c)  The Borrower will execute such documents and agreements as are
          necessary to effect a transfer of rights or obligations to a
          Transferee hereunder.

     (d)  Nothing in this Agreement will restrict the ability of a Mezzanine
          Lender to sub-contract any or all of its obligations under the
          Mezzanine Finance Documents (or any of them) if such Mezzanine Lender
          remains liable under this Agreement in relation to those obligations.

28.3 SUBSTITUTION PROVISIONS:

     (a)  A Transferor may transfer all or any of its rights and obligations
          under the Finance Documents including for the avoidance of doubt the
          InterCreditor Deed to a Transferee by means of a novation effected by
          the Mezzanine Agent executing a Transfer Certificate duly completed
          and signed on behalf of both the Transferee and the Transferor.

     (b)  On the later of (1) the date specified in the Transfer Certificate as
          being the date on or as from which the substitution under this Clause
          28.3 is to take effect and (2) the date on which the Mezzanine Agent
          executes the Transfer Certificate (for itself, the other Mezzanine
          Finance Parties and each party to the Intercreditor Deeds), the
          following shall occur:-

          (i)   to the extent that in the Transfer Certificate the Transferor
                seeks to transfer its rights and obligations under the Mezzanine
                Finance Documents, the Borrower and the Transferor shall each be
                released from further obligations to each other under the
                Mezzanine Finance Documents (and the appropriate reduction will
                be made to the Commitment of the Transferor) and their
                respective rights against each other will be cancelled (such
                rights and obligations being referred to in this Clause 28.3 as
                "DISCHARGED RIGHTS AND OBLIGATIONS");

          (ii)  the Borrower and the Transferee will each assume obligations
                towards each other and acquire rights against each other which
                differ from the Discharged Rights and Obligations only insofar
                as the Borrower and such Transferee have assumed and acquired
                the same in place of the Borrower and the Transferor;

          (iii) the Mezzanine Agent, the Mezzanine Security Trustee, the
                Borrower, the Transferee, the other Mezzanine Lenders and the
                other parties to the Intercreditor Deed will acquire the same
                rights and assume the same obligations between themselves as
                they would have acquired and assumed had the Transferee been an
                original party to this Agreement and the Intercreditor Deed as a
                "Mezzanine Lender" and each other Mezzanine


                                      -77-

<PAGE>   69


                Finance Documents to which the Transferor is a party as such,
                with the rights and obligations acquired or assumed by it as a
                result of the novation;

          (iv)  a proportion of the Transferor's rights and/or obligations under
                the other Mezzanine Finance Documents equal to the proportion of
                the Transferor's rights and/or obligations under the Agreement
                being transferred, shall automatically be transferred to the
                Transferee; and

          (v)   on the date on which such transfer takes effect, the Transferee
                will pay to the Mezzanine Agent for its own account a transfer
                fee of L.500.

     (c)  Nothing in this Agreement or any other Mezzanine Finance Document will
          oblige a Transferor or cause a Transferor to be liable:-

          (i)   to accept a re-assignment or re-transfer from a Transferee of
                any of the rights or obligations assigned, transferred or
                novated pursuant to this Clause 28; or

          (ii)  to support any losses incurred by a Transferee by reason of the
                non-performance by the Borrower of its obligations under any of
                the Mezzanine Finance Documents.

     (d)  Each of the Parties to this Agreement (other than the Transferor and
          the Transferee) hereby irrevocably authorises the Mezzanine Agent to
          execute on its behalf any Transfer Certificate which has been duly
          completed in accordance with this Clause 28.3 and executed on behalf
          of each of the Transferor and the Transferee.

     (e)  The Mezzanine Agent will promptly notify the other parties to this
          Agreement and the other Mezzanine Finance Documents of the receipt and
          execution by it on their behalf of any Transfer Certificate.

28.4 BENEFIT OF AGREEMENT: This Agreement will be binding upon, and enure for
     the benefit of, each party hereto and its or any subsequent successors or
     assigns.

28.5 DISCLOSURE OF INFORMATION: Each Mezzanine Finance Party may disclose to:-
     
     (a)  a proposed assignee or transferee or any sub-participant, risk
          participant or other participant proposing to enter or having entered
          into a contract with that Mezzanine Finance Party regarding the
          Mezzanine Finance Documents; and 

     (b)  the Senior Lender and any shareholder of any Combined Group Company
          together in each case with their respective successors transferee's
          and assigns,

          any information in the possession of that Mezzanine Finance Party
          relating to the Borrower (or any Obligor or any other Combined Group
          Company) as it sees fit provided that in the case of Clause 28.4(a)
          such person has first agreed to be bound by the provisions of Clause
          27 (Confidentiality) by executing and delivering to the Borrower a
          confidentiality undertaking in terms acceptable to both of them.

28.6 INCREASED COSTS: If any assignment, transfer or novation of all or any part
     of the rights or obligations of a Mezzanine Lender pursuant to Clause 28.2
     (Assignments and Transfers by the Mezzanine Lenders) would result (due to
     any law, regulation, treaty, official directive in existence or the subject
     of a formal and public proposal by any competent authority at that time) on
     the occasion of the next payment to the Transferee hereunder in any
     additional amount or compensation being required to be paid by the Borrower
     in accordance with this


                                      -78-
<PAGE>   70
        Agreement, then the Transferee shall be entitled to receive those
        amounts only to the extent that the Transferee would have been so
        entitled had there been no such assignment, transfer or novation.

28.7    THE MEZZANINE AGENT AND THE REFERENCE BANKS:

        (a)    Changes to the Mezzanine Agent and the office through which the
               Mezzanine Agent acts may be effected pursuant to Clauses 19.9
               (Termination and Resignation of Agency) and 19.15 (Change of
               Office of Mezzanine Agent) respectively.

        (b)    If a Reference Bank ceases to be one of the Mezzanine Lenders
               then:-

               (i)    that Mezzanine Lender shall cease to be a Reference Bank;
                      and

               (ii)   the Mezzanine Agent shall in consultation with the
                      Borrower appoint another Mezzanine Lender or an Affiliated
                      Bank of another Mezzanine Lender to be a Reference Bank.

29.     MEZZANINE LENDERS' DECISIONS

29.1    Subject to Clauses 29.2 and 29.3 below, any provision of this Agreement
        or any of the other Mezzanine Finance Documents may be amended, waived,
        varied or modified (each a "MODIFICATION") with the agreement of the
        Majority Mezzanine Lenders. A Modification so agreed may be effected by
        the Mezzanine Agent executing such documents as may be required for such
        purpose on behalf of all the Mezzanine Lenders. The Mezzanine Agent will
        promptly notify the other parties to this Agreement and the other
        Mezzanine Finance Documents of the Modification so effected. Such
        Modification will take effect from the date upon which such notification
        is given (or such later date as the Mezzanine Agent may specify therein)
        and will be binding on all parties to the Mezzanine Finance Documents.

29.2    The following matters will require the unanimous agreement of all of the
        Mezzanine Lenders:-

        (a)    any increase in the amount of the Commitment of any Mezzanine
               Lender;

        (b)    any increase in the Maximum Facilities Amount;

        (c)    any reduction in the Margin;

        (d)    any extension to the Initial Termination Date, the Termination
               Date or the Initial Period or any other date for payment of any
               sum due, owing or payable to any Mezzanine Lender;

        (e)    any change in the amount or currency of any sum due, owing or
               payable to any Mezzanine Lender;

        (f)    any reduction in the amount of any payment of principal,
               interest, guarantee fee or commissions payable hereunder by any
               party;

        (g)    any amendment, variation or modification of Clause 22 (Pro Rata
               Payments), Clause 23 (Set-off), Clause 28.1 (Assignment by the
               Borrower), this Clause 29 (Mezzanine Lenders' Decisions) or to
               the definition of "Majority Mezzanine Lenders"; and


        (h)    any release of security.



                                      -79-



<PAGE>   71
29.3    Any waiver or any consent, approval or other matter which by the
        express terms of this Agreement or any other Mezzanine Finance Document
        is to be given by all of the Mezzanine Lenders will not be effective
        unless all of the Mezzanine Lenders have agreed thereto but, subject
        thereto, may be given by the Mezzanine Agent on behalf of all of the
        Mezzanine Lenders.

30.     INDEMNITIES

30.1    GENERAL INDEMNITY AND BREAKAGE COSTS: The Borrower will fully indemnify
        each of the Mezzanine Finance Parties on demand from and against any
        expense (including legal fees), loss, damage or liability which any of
        them may incur as a consequence of any sum not being paid when due
        pursuant to the Mezzanine Finance Documents, any failure to borrow when
        obliged to do so in accordance with this Agreement, any Advance being
        repaid or prepaid otherwise than on the last day of an Interest Period,
        the occurrence of any Event of Default or otherwise in connection with
        a breach by the Borrower of this Agreement or a breach by any Obligor
        of any Mezzanine Finance Document. Without prejudice to its
        generality, the foregoing indemnity:-

        (a)     extends to any interest, fees or other sums whatsoever paid or
                payable on account of any funds borrowed in order to carry any
                amount which the Borrower fails to pay in breach of this
                Agreement and to any loss (including loss of profit), premium,
                penalty or expenses which may be incurred in liquidating or
                employing deposits from third parties acquired to make,
                maintain or fund outstanding Advances or any other amount due
                or to become due under this Agreement; and

        (b)     will entitle the relevant Mezzanine Finance Party to recover
                breakage costs from the Borrower in the event of an Advance or
                other sum being repaid or pre-paid prior to the last day of an
                Interest Period even though the relevant Mezzanine Finance
                Party has financed such Advance or other sum from its own
                resources, the costs it thereby incurs being calculated on the
                assumption it had borrowed an amount equal to the Advance or
                other sum in question in the London Interbank Market for the
                duration of the relevant Interest Period.

30.2    CURRENCY INDEMNITY: Without prejudice to Clause 30.1, if:-

        (a)     any amount payable by the Borrower or any Obligor under or in
                connection with any Mezzanine Finance Document is received by
                any Mezzanine Finance Party (or by the Mezzanine Agent on
                behalf of any Mezzanine Fiance Party) in a currency (the
                "PAYMENT CURRENCY") other than that agreed in the relevant
                Mezzanine Finance Document (the "AGREED CURRENCY"), whether as
                a result of any judgement or order or the enforcement thereof,
                the liquidation of the Borrower or relevant Obligor or
                otherwise; and the amount produced by converting the Payment
                Currency so received into the Agreed Currency is less than the
                relevant amount of the Agreed Currency; or

        (b)     any amount payable by the Borrower or any Obligor under or in
                connection with any Mezzanine Finance Document has to be
                converted from the Agreed Currency into another currency for the
                purpose of (i) making or filing a claim or proof against the
                Borrower or any Obligor, (ii) obtaining an order or judgment in
                any court or other tribunal or (iii) enforcing any order or
                judgment given or made in relation to any Mezzanine Finance
                Document,

        then the Borrower will, as an independent obligation, indemnify the
        relevant Mezzanine Finance Party for the deficiency and any loss
        sustained as a result. Any conversion required will be made at such
        prevailing rate of exchange on such date and in such market as is

                                      -80-
<PAGE>   72
        determined by the relevant Mezzanine Finance Party as being most
        appropriate for the conversion. The Borrower will in addition pay the
        costs of the conversion.

30.3    WAIVER: The Borrower waives any right it may have in any jurisdiction
        to pay any amount under any Mezzanine Finance Document in a currency
        other than that in which it is expressed to be payable in the relevant
        Mezzanine Finance Document.

31.     CERTIFICATES CONCLUSIVE

        A certificate, determination, notification or opinion of the Mezzanine
        Finance Party or the Majority Mezzanine Lenders stipulated for in any
        Mezzanine Finance Document or as to any rate of interest or any other
        amount payable under any Mezzanine Finance Document will be conclusive
        and binding on the Borrower and the Obligors except in the case of a
        manifest error.

32.     GOVERNING LAW AND SUBMISSION TO JURISDICTION

32.1    GOVERNING LAW: This Agreement shall be governed by and construed in all
        respects in accordance with English law.

32.2    JURISDICTION:

        (a)     For the benefit of each of the Mezzanine Finance Parties, the
                Borrower irrevocably agrees that the courts of England shall
                have jurisdiction to hear and determine any disputes which may
                arise out of or in connection with this Agreement and the other
                Mezzanine Finance Documents to which it is a party and that
                accordingly any suit, action or proceedings arising out of or
                in connection with this Agreement ("PROCEEDINGS") may be
                brought in such courts and the Borrower irrevocably submits to
                such jurisdiction, but without prejudice to the right of the
                Mezzanine Finance Parties to bring Proceedings against the
                Borrower in the courts of any country in which the Borrower has
                assets or in any other appropriate jurisdiction or to bring
                Proceedings in more than one jurisdiction (whether concurrently
                or not).

        (b)     The Borrower irrevocably agrees that a judgement in any
                Proceedings brought in the English courts shall be conclusive
                and binding (subject to any appeal it may bring) upon it and
                may be enforced in the courts of any other jurisdiction. The
                Borrower irrevocably waives any objection it may now or
                hereafter have to the laying or venue of any Proceedings brought
                in the English Courts and any claim it may now or hereafter have
                that any such Proceedings have been brought in an inconvenient
                or inappropriate forum.

        (c)     The Borrower consents generally in respect of any Proceedings
                to the giving of any relief or the issue of any process in
                connection with such Proceedings including, without limitation,
                the making, enforcement or execution against any of its
                property whatsoever (irrespective of its use or intended use)
                of any order or judgement which may be made or given in such
                Proceedings.

32.3    SERVICE OF PROCESS:

        (a)     The Borrower hereby irrevocably consents to the service of
                process out of the courts of England in any such suit, action
                or proceeding by the mailing of copies thereof by registered or
                certified airmail, postage prepaid, to the Borrower at its
                registered office or place of business. Nothing herein shall
                affect the right to serve process in any other manner permitted
                by law.

                                      -81-

<PAGE>   73
        (b)     The Borrower undertakes that it will at all times until it can
                no longer utilise the Facility and all liabilities of the
                Borrower under the Mezzanine Finance Documents have been
                discharged in full maintain the appointment on terms
                satisfactory to the Mezzanine Agent of some person in England
                as its agent for the service of process and irrevocably agrees
                that service of any writ, notice or other document for the
                purpose of any suit, action or proceeding in the courts of
                England shall be duly served upon it if delivered or sent by
                registered post to the address of such appointee (or to such
                other address in England as the Borrower may notify to the
                Mezzanine Agent). For this purpose the Borrower nominates as its
                agent for service of process:-

                Name:           M C Bennett

                Position:       Group Financial Controller

                Company:        LK Global Information Systems (UK) PLC

                Address:        Coombelands House, Coombelands Lane,
                                Addlestone, Weybridge, Surrey KT15 1HY

                Fax:            01932 821 493

        (c)     If for any reason such agent ceases to act on behalf of the
                Borrower, the Borrower will immediately appoint a replacement
                agent and forthwith notify the Mezzanine Agent of such
                replacement and failing such appointment within 14 days, the
                Agent will be entitled to appoint such an agent by notice to
                the Borrower.

33.     COUNTERPARTS

        This Agreement may be executed in any number of counterparts and all of
        such counterparts taken together shall be deemed to constitute one and
        the same instrument.

IN WITNESS whereof the parties hereto have caused this Agreement to be duly
executed on the date first written above.

                                      -82-


<PAGE>   74
                                   SCHEDULE 1

                         THE ORIGINAL MEZZANINE LENDER

ORIGINAL MEZZANINE LENDER                         COMMITMENT

Barclays de Zoete Wedd Limited                    L.5,000,000
St. Mary's Court
100 Lower Thames Street
London EC3R 6RN

Facsimile: 0171 775 8833
Attention: Account Director/Account Executive


                                      -83-
<PAGE>   75
                                   SCHEDULE 2

                              Conditions Precedent

1.    FORMALITIES CERTIFICATE: A certificate being delivered to the Mezzanine
      Agent in respect of each Obligor in the form set out in Schedule 5 which
      certificate: -

      (a)   shall have been duly completed in all respects;

      (b)   shall be signed by the Finance Director and the Secretary of the
            relevant Obligor; and

      (c)   shall have attached to it (duly initialled by the signatories to
            the certificate) the documents referred to in the certificate
            including the requisite Memorandum and Articles of Association or
            other constitutional documents, the board and other resolutions
            approving the Mezzanine Finance Documents and in the case of the
            Borrower the Group structure diagram.

2.    SUBSCRIPTION DOCUMENTS: The document listed at paragraph (a) below in the
      agreed terms duly executed by each of the parties thereto and conditional
      only upon the change to the Articles required by the Mezzanine Agent
      pursuant to Clause 16.42 becoming effective and certified copies in the
      agreed terms of each of the other documents listed below in each case
      being delivered to the Mezzanine Agent: -

      (a)   the Warrant Instrument;
      (b)   the Stock Transfer Form;
      (c)   the Shareholders Agreement; and
      (d)   all other material agreements and contracts, in the agreed terms,
            entered into pursuant to or in connection with the Warrant
            Instrument as may be requested by the Mezzanine Agent on or prior
            to the date of this Agreement.

3.    ACQUISITION DOCUMENTS: Certified copies being delivered to the Mezzanine
      Agent of: -

      (a)   the Acquisition Agreements;
      (b)   the Vendor Disclosure Letters;
      (c)   the Service Contracts; and
      (d)   all other material agreements an contracts, in the agreed terms,
            entered into pursuant to or in connection with the Acquisition
            Agreements as may be requested by the Mezzanine Agent on or prior
            to the date of this Agreement.

4.    MEZZANINE FINANCE DOCUMENTS: Each of the following documents in the agreed
      terms duly executed and delivered unconditionally to the Mezzanine Agent:-

      (a)   the Guarantees and Debentures;
      (b)   the Assignment of the Key-man Policies in respect of the Key-man
            Policies to be effected on or prior to the date of this Agreement;
      (c)   the Assignment of Intellectual Property;
      (d)   the Memoranda of Deposit;
      (e)   each other Mezzanine Security Document;
      (f)   the Intercreditor Deed;
      (g)   the Fees Letter;
      (h)   the Banking Disclosure Letter; and



                                      -84-
<PAGE>   76
      in each case, all documents deliverable therewith including without
      limitation: -

      (a)   such original notices of assignment or charge in relation to any
            property and assets assigned or charged or intended to be assigned
            or charged by the relevant Obligor pursuant to any Mezzanine
            Security Documents as the Mezzanine Agent may require, duly signed
            on behalf of the relevant Obligor including a request to each
            recipient thereof that they be returned to the Mezzanine Agent's
            solicitors; and

      (b)   share certificates in respect of HMTMS, LK Cyprus and LK India
            together with the other documents required by the Mezzanine
            Security Documents including without limitation executed blank
            stock transfers together with certified extracts of the register of
            members of HMTMS, LK Cyprus and LK India.

5.    SENIOR FINANCE DOCUMENTS: Certified copies being delivered to the
      Mezzanine Agent of each Senior Finance Document together with all
      documents (other than any letters dealing only with the Senior Lenders
      fees) deliverable therewith.

6.    SENIOR LOANS: Evidence being delivered to the Mezzanine Agent that
      L.1,500,000 of the Senior Loans to be made available at Completion have
      been advanced to HMTMS or to its order or, simultaneously with the first
      drawdown hereunder, will be advanced to HMTMS or to its order.

7.    HEDGING ARRANGEMENTS: Evidence being delivered to the Mezzanine Agent as
      to the proposed strategy of the Borrower with regard to the interest rate
      management agreements to be entered into pursuant to Clause 16.21
      (Hedging Arrangements).

8.    KEY-MAN POLICIES: Confirmation being made to the Mezzanine Agent that
      Key-Man Policies in respect of the Key Managers which are to be effected
      at Completion have been effected, all premiums have been paid and that
      the underwriters are on risk, together with the policy numbers of the
      Key-Man Policies and a certified copy of the Key-Man Policies.

9.    CAPITAL STRUCTURE: Evidence being delivered to the Mezzanine Agent, in
      form and substance satisfactory to the Mezzanine Agent, relating to the
      capital structure of the Borrower and each of its Subsidiaries, GMTMS and
      HMTMS.

10.   ACQUISITION CERTIFICATE: A certificate being delivered to the Mezzanine
      Agent signed by Messrs Steggles Palmer addressed to the Mezzanine Agent
      for itself and each of the other Mezzanine Finance Parties and their
      successor and assigns confirming that the Acquisition Agreements have been
      or, subject to drawdown of the First Advance hereunder for the sum of
      L.2,500,000 and the sum of L.1,500,000 under the Senior Facility
      Agreement referred to in sub-paragraph (e) of the definition of Senior
      Facility Agreements, will be completed in accordance with their
      respective terms, that the conditions precedent thereto have been or
      will, simultaneously with such drawdown, be satisfied.

11.   AUDITORS APPOINTMENT: Confirmation being delivered to the Mezzanine Agent
      that Messrs Pannell Kerr and Forster have duly accepted the terms of
      appointment as auditors of the Borrower and each other member of the BV
      Group.

12.   ACQUISITION STATEMENTS: Certified copies of each of the Acquisition
      Statements having been delivered to the Mezzanine Agent.

13.   BUSINESS PLAN: A certified copy having been delivered to the Mezzanine
      Agent of the Business Plan.




                                       85
<PAGE>   77


14.     PENSIONS:  Evidence being delivered to the Mezzanine Agent in form and
        substance satisfactory to the Agent of the pension arrangements in
        respect of the employees and officers of each Obligor, each Combined
        Group Company, HMTMS and GMTMS maintained by that Obligor or Combined
        Group Company or HMTMS or GMTMS (as the case may be).

15.     RELEASE OF SECURITY:  Confirmation being delivered to the Mezzanine
        Agent that all security in favour of third parties in respect of the
        assets to be acquired by the Borrower pursuant to the Acquisition
        Agreements will be discharged and released on the Completion Date
        including without limitation those over Bec's assets being:

        (a)    a mortgage debenture dated 31st December 1991 in favour of Coutts
               & Co;

        (b)    a fixed and floating charge dated 2nd December 1993 in favour of
               Cygnus Ventures Ltd; and

        (c)    a fixed charge over certain intellectual property dated 17 May
               1994 in favour of Cygnus Ventures Ltd as Security Agent.

16.     COMPANY SEARCHES:  A search being delivered to the Mezzanine Agent of
        each Obligor's register of mortgages and charges at the Companies
        Registry or the equivalent thereof in the country of its incorporation
        showing, inter alia, no charges over any of its assets or only such
        charges as will be satisfied in full simultaneously upon the making of
        the first Advance hereunder.

17.     INSURANCE:  A letter being delivered to the Mezzanine Agent from the
        Borrower's insurance brokers addressed to the Mezzanine Agent for itself
        and for each of the Mezzanine Finance Parties, their respective
        successors and assigns confirming the insurance arrangements of the
        Borrower which will apply on and after Completion.

18.     PROPERTIES VALUATION:  Evidence being delivered to the Mezzanine Agent
        in form and substance satisfactory for the Mezzanine Agent in relation
        to the valuation of the Properties.

19.     PROPERTY CERTIFICATES:  A certificate or report being delivered to the
        Mezzanine Agent in relation to the title of each of the Properties from
        Messrs. Steggles Palmer addressed to the Mezzanine Agent for itself and
        for each of the Mezzanine Finance Parties, their respective successors
        and assigns.

20.     PROPERTY SEARCHES:  Official priority searches being delivered to the
        Mezzanine Agent relating to the Properties in favour of the Mezzanine
        Agent for itself and for each of the Mezzanine Finance Parties, their
        respective successors and assigns in respect of any registered titles
        giving a sufficient period of priority and official priority searches in
        favour of the Mezzanine Agent for itself and for each of the Mezzanine
        Finance Parties, their respective successors and assigns in respect of
        any unregistered land relating to the Properties in respect of each of
        the land charges registers against all relevant estate owners which each
        confer a sufficient period of priority.

21.     UNDERTAKING: An undertaking being delivered to the Mezzanine Agent from
        Messrs Steggles Palmer to the Mezzanine Agent for itself and for each of
        the Mezzanine Finance Parties, their respective successors and assigns
        to deal with the registration of the Mezzanine Finance Parties' legal
        charges over such of the Properties which are registerable at HM Land
        Registry or the Central Land Charges Registry (as the case may be) and
        situate in England and Wales.

22.     APPROVALS:  Evidence being delivered to the Mezzanine Agent that all
        approvals, authorisations, consents, licences, exemptions, filings,
        notarisations and registrations


                                      -86-


<PAGE>   78
        necessary for any of the transactions contemplated by the Mezzanine
        Finance Documents and their validity and/or enforceability have been
        obtained and are in full force and effect.

23.     CONSENTS: Confirmation being delivered to the Mezzanine Agent that all
        third party consents which the Mezzanine Agent requires to the creating
        of any Security Interest contained in the Mezzanine Security Documents.

24.     PAYMENTS: An irrevocable payment instruction being delivered to the
        Mezzanine Agent to deduct an amount equal to fees payable at Completion
        pursuant to Clause 14 to the Mezzanine Agent from the First Advance.

25.     FINANCIAL ASSISTANCE: Evidence being delivered to the Mezzanine Agent
        in form and substance satisfactory to the Mezzanine Lender that the
        requirements of Chapter VI of the Companies Act 1985 and any similar
        enactments in any other jurisdiction have been complied with so far as
        they relate to any Mezzanine Finance Documents and the Acquisition
        together with a letter from the Auditors addressed to the Mezzanine
        Agent for itself and the other Mezzanine Finance Parties and their
        respective successors and assigns in substantially the form set out in
        Technical Release FRAG 26/94 issued in September 1994 on behalf of the
        Council of the Institute of Chartered Accountants in England and Wales.

26.     PRODUCT AND MARKET REPORT: A report being delivered to the Mezzanine
        Agent addressed to the Mezzanine Agent for itself and for each of the
        Mezzanine Finance Parties, and their respective successors and assigns
        from Kendrick Technology in form and substance satisfactory to the
        Mezzanine Agent, relating to Bec's computer software products and
        markets.

27.     PROCESS AGENT: Written confirmation being delivered to the Mezzanine
        Agent from the person appointed by the Borrower pursuant to Clause 32 of
        the Agreement as its agent for the acceptance of process to the effect
        that such person accepts such employment.

28.     OBSERVER STATUS: Evidence being delivered to the Mezzanine Agent in
        form and substance satisfactory to the Mezzanine Agent that the
        Mezzanine Agent has been granted observer status at all board meetings
        of the Borrower.

29.     LEGAL OPINION: Each of the following legal opinions being delivered to
        the Mezzanine Agent:

        (a)     an opinion of Ashurst Morris Crisp, solicitors to the Mezzanine
                Agent, as regards English law in a form acceptable to the
                Mezzanine Agent; and

        (b)     an opinion of Stibbe Simont Monahan Duhot as regards the laws
                of the Netherlands in a form acceptable to the Mezzanine Agent.

30.     CUSTOMERS: A survey delivered to the Mezzanine Agent in form and
        substance satisfactory to the Mezzanine Agent relating to the Bec's
        customers' attitudes.

31.     REFERENCES: References delivered to the Mezzanine Agent in form and
        substance satisfactory to the Mezzanine Agent in relation to Dr
        Kyprianou.

32.     ARIS UNDERTAKING: A certified copy delivered to the Mezzanine Agent of
        the ARIS Undertaking.

33.     CHANGE OF CONTROL LETTER: A letter signed by each of the beneficiaries
        or (if appropriate) their legal guardians and ABN Amro Trust Company
        (Curacao) NV being the trustee of that trust which owns all the issued
        share capital of LKNV and from that person and/or group of persons
        which have control, directly or indirectly of LKNV confirming that the
        trustee

                                      -87-
<PAGE>   79
        will, and is irrevocably authorised to, notify the Mezzanine Agent of
        any change in the legal or beneficial ownership or control of LKNV and
        for this purpose "control" shall have the meaning given to it by
        Section 416 of the Income and Corporation Taxes Act 1988.

34.     ACCOUNTANTS' REPORTS: The Accountants' Reports being delivered to the
        Mezzanine Agent.

35.     COMMISSIONED SOFTWARE AGREEMENT: A certified copy being delivered to
        the Mezzanine Agent of the Commissioned Software Agreement duly
        executed by the parties thereto.

36.     GENERAL: Any other documents and/or conditions as the Mezzanine Agent
        shall have specified to the Borrower on or prior to the proposed
        Drawdown Date being delivered to the Mezzanine Agent.


                                      -88-
<PAGE>   80
                                   SCHEDULE 3

                                ADDITIONAL COST

The Additional Cost Rate to compensate the Mezzanine Lenders for the cost
attributable to an Advance or other sum denominated in Sterling for any period
for which such cost is to be computed under this Agreement resulting from the
imposition from time to time by the Bank of England (or other governmental
authorities or agencies) of a requirement or request to place non-interest-
bearing deposits with the Bank of England, for the payment of special deposits
and the maintenance of secured money with certain financial institutions
(recognized for this purpose by the Bank of England) will be the rate
determined by the Mezzanine Agent (rounded upwards, if necessary, to the
nearest four decimal places) on the first day of the relevant period and for
the duration of such period (or, if for a period longer than three months, on a
three monthly basis during such period) in accordance with the following
formula:-
                      XL + B(L-C) = S(L-D)
               rate = --------------------             
                         100 - (X + S)

Where:

     "X"  is the amount required to be maintained by the Mezzanine Agent as
          non-interest-bearing balances with the Bank of England expressed as a
          percentage of eligible liabilities fixed by the Bank of England (or
          other governmental authorities or agencies).

     "L"  is the average of the offered quotations by the Reference Banks for
          Sterling deposits for the period for which the formula is being
          applied in the London Interbank Market at or about 11:00 a.m. on the
          first day of that period.

     "B"  is the average level of secured deposits expressed as a percentage of
          eligible liabilities which the Mezzanine Agent is required by the Bank
          of England to maintain with certain financial institutions
          (recognised for this purpose by the Bank of England).

     "C"  is the average of the rats at which certain financial institutions
          (recognised for this purpose by the Bank of England) bid for
          Sterling deposits for the period for which the formula is being
          applied from the Reference Banks at or about 11:00 a.m. on the first
          day of that period.

     "S"  is the amount of special deposits required to be maintained by the
          Mezzanine Agent expressed as a percentage of eligible liabilities
          fixed by the Bank of England (or other governmental authorities or
          agencies).

     "D"  is the rate of interest paid by the Bank of England on special
          deposits.

     In the application of the above formula, X, L, B, C, S and D will be
     expressed as a number and not as a percentage rate per annum.

     In the event of any change in the circumstances (including the imposition
     of alternative or additional official requirements) which renders the
     above formula inapplicable, the Mezzanine Agent shall notify the Borrower
     and other Mezzanine Finance Parties in reasonable detail of the manner
     (including the basis and computation) in which the Additional Cost Rate
     shall be determined thereafter and, if appropriate, substitute a new
     formula for that set out above.

                                      -89-
<PAGE>   81
     If the above formula does not represent the cost to any Mezzanine Lender
     of such compliance as aforesaid, the Borrower will on demand by the
     Mezzanine Agent indemnify that Mezzanine Lender for any such cost of
     compliance demonstrated by that Mezzanine Lender to the Borrower in
     reasonable detail and certified by such Mezzanine Lender as not being
     otherwise covered by such formula. A certificate as to such further cost
     signed on behalf of such Mezzanine Lender shall be conclusive in the
     absence of manifest error.


                                      -90-
<PAGE>   82
                                   SCHEDULE 4

                            Form of Advance Request


To:             [name of Mezzanine Agent]

Attention:      [                ]                   [                ], 19[   ]

From:           LK Global Information Systems BV



Dear Sirs,

Re: L.[         ] Loan Facility dated [         ] (the "Facility Agreement")

We request drawdown of the following Advance:

(a)     Drawdown Date:                    [       ];
(b)     Amount:                         L.[       ];
(c)     First Interest Period:            [       ];
(d)     Payment should be made to:        [       ];


We confirm that:

(i)     the representations and warranties in Clause 15 *[(other than those
        contained in Clauses 15.9 and 15.15(a))] are true and accurate on the
        date hereof as if made with reference to the facts and circumstances
        existing on each such date except that the references to (a) Combined
        Group Pro-forma Statements in Clause 15.12(b); (b) Target Group
        Pro-forma Statements in Clause 15.12(c); and (c) Budget in the
        definition of Information Package, shall be construed as references to
        respectively; (i) the then latest consolidated management accounts of
        the Combined Group delivered to the Mezzanine Agent pursuant to Clause
        17.4(b) at any time prior to but excluding 31st December 1995 and at
        any time thereafter the then latest audited consolidated accounts of
        the BV Group delivered to the Mezzanine Agent pursuant to Clause
        17.4(a); (ii) following the Completion Date or a Proposed Completion
        (as the cas may be) related to the relevant Target Group, the
        Completion Accounts or Subsequent Completion Accounts related to that
        Proposed Completion (as the case may be) on delivery of those respective
        accounts to the Mezzanine Agent pursuant to Clause 17.4(c) and (d) and
        thereafter the then latest consolidated or unconsolidated (as the case
        may be) accounts of that Target Group; (iii) the then latest Budget
        delivered to the Mezzanine Agent pursuant to Clause 17.4(e);

(ii)    we are in full compliance with the undertakings contained in Clauses 16
        and 17 of the Facility Agreement; and 
<PAGE>   83
(iii)   no Event of Default (or Potential Event of Default) has occurred and is
        continuing or would result from the proposed Advance.

Terms defined in the Facility Agreement shall have the same meanings when used
in this request.




                              --------------------
                             [Authorized Signatory]
                              for and on behalf of
                        LK Global Information Systems BV







*       insert in all requests for a Subsequent Advance
<PAGE>   84
                                   SCHEDULE 5

                       [INSERT NAME OF BORROWER/OBLIGOR]
                                (THE "COMPANY")

                            FORMALITIES CERTIFICATE

                  FACILITY AGREEMENT DATED [         ] 19[  ]
                           (THE "FACILITY AGREEMENT")

To:    [INSERT NAME OF LENDER] (the "MEZZANINE AGENT" for itself and each of
       the other Mezzanine Finance Parties and their respective successors and
       assigns).

We [                 ] and [              ] being respectively the [Finance]
Director and Secretary of the company being duly authorised by the Company to
deliver this Certificate hereby make the following certifications and
confirmations. Terms defined in the Facility Agreement shall have the same
meaning when used herein.

1.     CONSTITUTIONAL DOCUMENTS

       Attached hereto marked A are true, complete and up-to-date copies of the
       constitutional documents of the Company.

2.     BOARD RESOLUTIONS

       Attached hereto marked B is an extract from the minutes of a Meeting of
       the Board of Directors of the Company and marked C is an extract from the
       minutes of a meeting of the shareholders of the company in each case duly
       convened and held (during which a quorum was present throughout)
       recording resolutions passed at such meeting (which resolutions are in
       full force and effect and have not been rescinded or varied and which
       resolutions are in a form previously approved by your legal advisers) and
       which approve the Mezzanine Finance Documents to which it is a party and
       all transactions contemplated thereby* [and which, inter alia, change the
       articles of association of the Company to remove all restrictions on the
       transfer of shares in the capital of the Company].

3.     AUTHORISED SIGNATORIES

       The following signatures are the specimen signatures of the persons
       authorised by resolution of the board of Directors of the Company to
       execute all Mezzanine Finance Documents to which it is a party, drawdown
       notices under the Facility Agreement and all other documents and notices
       required in connection therewith:-

* insert or delete as appropriate

       Name                        Position                    Signature
       ----                        --------                    ---------


                                     - 93 -
<PAGE>   85
*4.  GROUP STRUCTURE
     
     Attached hereto marked D is a diagram which records the structure of the
     BV Group, the Cypriot Group, the Indian Group which is true and accurate
     as at the date hereof.

5.   NO BREACH OF BORROWINGS LIMIT
     
     We have examined the terms of all loan agreements, trust deeds and similar
     borrowing instruments together with our Memorandum and Articles of
     Association or, as the case may be, other constitutional documents and all
     other relevant instruments and agreements to which any member of the
     Combined Group is a party ("RELEVANT DOCUMENTS") and we can confirm to you
     that the drawing by the Borrower of all sums capable of being drawn under
     the Facility Agreement (the "MAXIMUM DRAWINGS") does not infringe the
     terms of the Relevant Documents and that the borrowing of the Maximum
     Drawings when aggregated with any other Financial Indebtedness of the
     Company and the Combined Group:-

     (a)  will be within the corporate powers of the Company; and

     (b)  does not or will not cause to be exceeded any limit or restriction
          on any of the powers of any member of the Combined Group (whether
          contained in any Relevant Documents or otherwise) or the right or
          ability of the Directors of the Company to exercise such powers.

6.   NO EVENTS OF DEFAULT

     We have carefully studied the provisions of Clause 16 (General
     Undertakings) and Clause 18 (Events of Default) and, having made all due
     enquiries throughout the Combined Group, can confirm to you that as at the
     date of this certificate no Event of Default exists and the Company and
     all other Obligors are in full compliance with their obligations under the
     Mezzanine Finance Documents.

7.   FINANCIAL UNDERTAKINGS

     The Board of Directors of the Company has carefully studied the provisions
     of Clause 17 (Information, Accounting and Financial Undertakings) and on
     the basis of the reasonable expectations of the Board as to the Company's
     and the Borrower's financial performance over the period of the Facility
     Agreement considers that the Borrower will be able to comply with its
     obligations under Clause 17.9 (Financial Covenants).



*    Borrower only


                                      -94-
<PAGE>   86
Words and expressions defined in the Facility Agreement shall bear the same
meanings when used herein.


*Signed        .....................
               Managing Director

*Signed        .....................
               Secretary

Date:


**Signed       .....................
               Finance Director

*Signed        .....................
               Secretary        

Date:








*    in the case of the Borrower
**   in the case of any Obligor (other than the Borrower)


                                      -95-
<PAGE>   87
                                   SCHEDULE 6

                              TRANSFER CERTIFICATE

             [(referred to in Clause 28.3 Substitution Provisions)]

To:     [NAME OF MEZZANINE AGENT]
        for and on behalf of the Borrower and other Mezzanine Finance Parties
        and all other Parties to the Intercreditor Deed
        (each as defined in the Facility Agreement referred to below).

This transfer certificate (this "CERTIFICATE") relates to a Facility Agreement
        dated [   ] 19[  ] and made between [NAMES OF PARTIES] (the "FACILITY
        AGREEMENT" which expression includes any amendments or supplements
        thereto or restatements thereof). Terms defined in the Facility
        Agreement shall, unless otherwise defined in this Certificate, have the
        same meanings when used in this Certificate.

1.      TRANSFEROR CONFIRMATION AND REQUEST: [NAME OF TRANSFEROR] (the
        "TRANSFEROR") by its execution of this Certificate:-

        (a)     requests [NAME OF TRANSFEREE] (the "TRANSFEREE") to accept and
                procure, in accordance with Clause 28.3 of the Facility
                Agreement (Substitution Provisions), and Clause 15 of the
                Intercreditor Deed transfer to the Transferree of the portion of
                Transferor's participation in the Facility (and in the Advances
                made) as specified in the First Schedule of this Certificate
                (the "TRANSFER RIGHTS") by counter-signing this Certificate and
                delivering it to the Mezzanine Agent at its address for the
                giving of notices under the Facility Agreement so as to take
                effect on the date specified in the Second Schedule of this
                Certificate (the "TRANSFER DATE"); and

        (b)     confirms that the details which appear in the First Schedule of
                this Certificate accurately record respectively, the amount of
                the Transferor's Commitment and the principal amount of the
                Transfer Rights at the date of this Certificate.

2.      TRANSFEREE REQUEST: The Transferee by its execution of this Certificate
        requests the Mezzanine Agent (on behalf of itself, the Borrower, the
        Mezzanine Lenders, the Mezzanine Security Trustee and all other parties
        to the Intercreditor Deed) to accept this Certificate as being
        delivered under and for the purposes of Clause 28.3 of the Facility
        Agreement and Clause 15 of the Intercreditor Deed so as to take effect
        in accordance with the terms of those Clauses on the Transfer Date.

3.      TRANSFER FEE: The Transferee undertakes to pay to the Mezzanine Agent
        for the Mezzanine Agent's own account a transfer fee of L.500 as
        provided in Clause 28.3(b)(v) of the Facility Agreement.

4.      TRANSFEREE REPRESENTATIONS: The Transferee hereby:-

        (a)     represents and warrants to the Borrower, the Mezzanine Agent and
                the Mezzanine Security Trustee that it is a [Qualifying Lender]
                at the date hereof;

        (b)     confirms that it has received from the Transferor a copy of the
                Facility Agreement and each of the other Mezzanine Finance
                Documents together with such other documents and information as
                it has requested in connection with this transaction;
<PAGE>   88


     (c)  confirms that it has not relied, and will not hereafter rely, on the
          Transferor or any other party to the Facility Agreement or any of the
          other Mezzanine Finance Documents to check or enquire on its behalf
          into the legality, validity, effectiveness, adequacy, accuracy or
          completeness of any such documents or information;

     (d)  agrees that it has not relied, and will not hereafter rely, on the
          Transferor or any other party to the Facility Agreement or any of the
          other Mezzanine Finance Documents to assess or keep under review on
          its behalf the financial condition, creditworthiness, condition,
          affairs, status or nature of the Borrower or any other party to the
          Facility Agreement or any of the other Mezzanine Finance Documents;
          and

     (e)  represents and warrants to the Transferor and all other parties to the
          Facility Agreement and each of the other Mezzanine Finance Documents
          that it has power to become a party to the Facility Agreement as a
          "Mezzanine Lender" on the terms herein and therein set out, has taken
          all necessary steps to authorise execution and delivery of this
          Certificate and is acting through an office in the United Kingdom
          (being that stated in the Second Schedule to this Certificate) and
          that the circumstances described in Clause 28.6 (Increased Costs) do
          not apply to it as Transferee.

5.   TRANSFEREE COVENANTS: The Transferee hereby undertakes with the Transferor
     and all other parties to the Facility Agreement and each of the other
     Mezzanine Finance Documents (including for the avoidance of doubt the
     Intercreditor Deed) that it will perform in accordance with its terms all
     those obligations which, by the terms of the Facility Agreement and/or any
     of the other Finance Documents, will be assumed by it following delivery of
     this Certificate to the Mezzanine Agent.

6.   EXCLUSION OF TRANSFEROR'S LIABILITIES: Neither the Transferor nor any other
     party to the Facility Agreement or any of the other Mezzanine Finance
     Documents makes any representation or warranty nor assumes any
     responsibility with respect to the legality, validity, effectiveness,
     adequacy or enforceability of the Mezzanine Finance Documents and assumes
     no responsibility for the financial condition of the Borrower or any other
     party to the Mezzanine Finance Documents or for the performance and
     observance by the Borrower or any Obligor of any of their respective
     obligations under the Mezzanine Finance Documents and any and all such
     conditions and warranties, whether express or implied by law or otherwise,
     are hereby excluded.

7.   NOVATION: On execution of this Certificate by the Mezzanine Agent (on
     behalf of itself, the Borrower, and each of the Mezzanine Finance Parties
     and all the other parties to the Intercreditor Deed (other than the
     Transferor and the Transferee)) the Mezzanine Agent accepts the Transferee
     on and with effect from the Transfer Date as a party to the Facility
     Agreement and the Intercreditor Deed in substitution for the Transferor,
     with respect to all those rights and obligations which by the terms of the
     Facility Agreement and any of the other Mezzanine Finance Documents
     (including for the avoidance of doubt the Intercreditor Deed) and this
     Certificate are assumed by the Transferee.

8.   LAW: This Certificate and the rights and obligations of the parties hereto
     shall be governed by and construed in accordance with English Law.

AS WITNESS the hands of authorised signatories for and on behalf of the
Transferor, the Transferee and the Mezzanine Agent on the respective dates
appearing below.


                                      -97-


<PAGE>   89


                   FIRST SCHEDULE TO THE TRANSFER CERTIFICATE


TRANSFEROR'S EXISTING COMMITMENT:                                         L.[  ]



PORTION OF TRANSFEROR'S EXISTING COMMITMENT TO BE TRANSFERRED:            L.[  ]



PARTICIPATION IN ADVANCE(S) TO BE TRANSFERRED

<TABLE>
<CAPTION>
<S>       <C>                    <C>                <C>                          <C>
Advance   Participation: L.[  ], Term: [  ] months, Maturity Date: [  ] 19 [  ], Margin: [  ]%
1:

Advance   Participation: L.[  ], Term: [  ] months, Maturity Date: [  ] 19 [  ], Margin: [  ]%
2:

Advance   Participation: L.[  ], Term: [  ] months, Maturity Date: [  ] 19 [  ], Margin: [  ]%
[  ]:
</TABLE>



                                      -98-


<PAGE>   90
                  SECOND SCHEDULE TO THE TRANSFER CERTIFICATE

                     PARTICULARS RELATING TO THE TRANSFEREE


Transfer Date:

Lending Office in London:

Contact Name:

Account for Payments:

Address for Notices:

Telephone:

Facsimile:


                      SIGNATORIES TO TRANSFER CERTIFICATE


[TRANSFEROR]                              [TRANSFEREE]

By:  ____________________                 By:  ____________________

Date: [       ] 19[ ]                     Date: [       ] 19[ ]


[MEZZANINE AGENT]

By:  ____________________
     on its own behalf and on behalf of
     the Borrower, the Mezzanine Lenders
     (other than the Transferor), the
     Mezzanine Security Trustee and all
     other parties to the Intercreditor
     Deed.

Date: [       ] 19[ ]



                                     - 99 -
<PAGE>   91
                                   SCHEDULE 7

                   EXISTING SECURITY INTERESTS AND GUARANTEES

                     PART A -- EXISTING SECURITY INTERESTS


<TABLE>
<CAPTION>
COMBINED GROUP COMPANY NAME        DATE          DETAILS
---------------------------        ----          -------
<S>                                <C>           <C>

IGS LEISURE TECHNOLOGY LIMITED     26.3.93       Legal charge over software
                                                 products and copyrights in
                                                 favour of Michael Gadbury.

                                   19.8.93       Guarantee and Debenture in
                                                 favour of the Original Senior
                                                 Lender.

GENISYST                           11.10.94      Guarantee and debenture in
                                                 favour of the Original Senior
                                                 Lender.

                                   31.10.94      Assignment and Charge in favour
                                                 of the Original Senior Lender.

                                   31.03.95      Assignment and Charge in favour
                                                 of the Original Senior Lender.

LK HEALTHCARE                      11.10.94      Guarantee and Debenture in
                                                 favour of the Original Senior
                                                 Lender.

                                   31.10.94      Assignment and Charge in favour
                                                 of the Original Senior Lender.

LK HOSPITALITY                     19.8.93       Guarantee and debenture in
                                                 favour of the Original Senior
                                                 Lender.

                                    9.6.94       Assignment and Charge in favour
                                                 of the Original Senior Lender.

                                    8.11.93      Mortgage of life policy in
                                                 favour of the Original Senior
                                                 Lender.

                                   26.4.94       Mortgage of life policy in
                                                 favour of the Original Senior
                                                 Lender.

LK COMPUTER SYSTEMS                 4.5.92       Floating Charge in favour of
CONSULTANTS LIMITED                              the Bank of Cyprus Limited.

                                   20.7.92       Fixed Charge in favour of The
                                                 Popular Bank of Cyprus Limited.

                                   29.8.87       Fixed Charge in favour of the
                                                 Cyprus Development Bank.

                                   07.2.86       Fixed Charge in favour of The
                                                 Popular Bank of Cyprus Limited.

                                   26.7.88       Fixed Charge in favour of Arab
                                                 Bank Limited.

                                   16.12.88      Fixed Charge in favour of Arab
                                                 Bank Limited.
</TABLE>


                                    - 100 -
<PAGE>   92
<TABLE>
<CAPTION>
COMBINED GROUP COMPANY NAME        DATE          DETAILS
---------------------------        ----          -------
<S>                                <C>           <C>

HMTMS                              31.3.95       Assignment and Charge in
                                                 favour of the Original Senior
                                                 Lender.

                                   31.3.95       Charge in favour of the Senior
                                                 Lender over L.500,000 on an
                                                 account with the Senior
                                                 Lender.
</TABLE>



                                    - 101 -
<PAGE>   93


                          PART B - EXISTING GUARANTEES


<TABLE>
<CAPTION>

COMBINED GROUP COMPANY NAME                Date           Details

<S>                                        <C>            <C>

IGS LEISURE TECHNOLOGY LIMITED             [06.09.93]      Guarantee contained in a Guarantee and
                                                           Debenture in favour of the Original
                                                           Senior Lender in respect of all monies
                                                           due or to become due from LK
                                                           Hospitality to the Original Senior Lender
                                                           on any account whatsoever.

GENISYST                                   [18.10.94]      Guarantee contained in a Guarantee and
                                                           Debenture in favour of the Original
                                                           Senior Lender securing all monies due
                                                           or to become due from LK Healthcare to
                                                           the Original Senior Lender.

LK HEALTHCARE                              [18.10.94]      Guarantee contained in a Guarantee and
                                                           Debenture in favour of the Original
                                                           Senior Lender in respect of the payment
                                                           of all monies due or to become due from
                                                           Genisyst to the Original Senior Lender
                                                           on any account whatsoever.

LK HOSPITALITY                             [06.09.93]      Guarantee contained in a Guarantee and
                                                           Debenture in favour of the Original
                                                           Senior Lender in respect of the payment
                                                           of all monies due or to become due from
                                                           IGS Leisure Technology Limited to the
                                                           Original Senior Lender on any account
                                                           whatsoever.

LKUK                                       March           Guarantee contained in a letter from
                                           1995            LKUK in favour of Omnilogic CPU PLC
                                                           in respect of all monies due or to
                                                           become due (to a maximum of
                                                           L.100,000.00) from LK Engineering (?)
                                                           in respect of goods supplied and credit
                                                           extended by Omnilogic CPU PLC.

                                           February        A guarantee given in a Guarantee and
                                           1995            Indemnity in favour of AT & T in respect
                                                           of all sums due and obligations owed by
                                                           LK Engineering.

L.K. KYPRIANOU                             11.10.94        Two guarantee given in Unsecured
                                                           Guaranteed Loan Note Deeds in favour
                                                           of D.J. Horsell and A.M. Cubitt each in
                                                           respect of the principal sum (L.187,500)
                                                           and default interest thereon owed by LK
                                                           Healthcare to D.J. Horsell and A.M. Cubitt.
</TABLE>


                                     -102-

<PAGE>   94


<TABLE>
<CAPTION>

Combined Group Company Name                Date           Details

<S>                                        <C>            <C>

                                            11.10.94       A guarantee in favour of the Original
                                                           Senior Lender securing liabilities of LK
                                                           Healthcare in a maximum sum of
                                                           L.400,000 plus costs and charges.

                                            09.06.94       A guarantee in favour of the Original
                                                           Senior Lender securing liabilities of LK
                                                           Hospitality in a maximum sum of
                                                           L.755,000 plus costs and charges.

                                            26.03.93       Guarantee executed pursuant to a loan
                                                           note instrument between LK Hospitality
                                                           (1) and Dr. Lycourgos Kyprianou (2) and
                                                           Mr. M. Gadbury (3) guaranteeing certain
                                                           loan notes issued by LK Hospitality the
                                                           principal amounts now outstanding being
                                                           L.137,262.98 together with interest and
                                                           costs thereon.

                                            11.10.94       Two Guarantees in favour of D.J.
                                                           Horrell and A.M. Cubitt guaranteeing
                                                           the payment of bonuses due under
                                                           service agreements with LK Healthcare
                                                           each in the sum of L.187,500.

HMTMS                                       31.03.95       Guarantee contained in a Guarantee and
                                                           Debenture in favour of the Original
                                                           Senior Lender in respect of all monies
                                                           due or to become due from [          ]
                                                           to the Original Senior Lender on any
                                                           account whatsoever.



</TABLE>





                                     -103-
<PAGE>   95
                                   SCHEDULE 8


                                   PROPERTIES
<TABLE>
<CAPTION>
                        Existing or Proposed
Property                Term                       Term                     Rent or license fee
--------                --------------------       ----                     -------------------
<S>                     <C>                        <C>                      <C>
THEOBALD BUSINESS
CENTRE, HITCHIN

Ground Floor,           Genisyst                   Expired                  L.2080 + VAT p.a.
Section 3               non-exclusive license      25/12/94                 + L.101.61 Service
                                                                            Charge p.a.

Ground Floor,           Genisyst                   9 years from 30.3.90     L.5500p.n. subject
Section 4                                                                   to review 29.3.96.

First Floor,            Genisyst                   9 years from 30.3.90     L.12.500p.a. subject
Section 9                                                                   to review 29.3.96
                                                                            plus right to park
                                                                            cars.


First Floor,            Genisyst                   Expires 29.03.99         L.10,500p.a. subject
Section 10                                                                  to review 24.6.97
                                                                            plus right to park
                                                                            cars.

First Floor,            Genisyst                   Expires 29.03.99         L.12,080p.a. subject
Sections 8 & 11                                                             to review 24.6.97.

UNIT 12 THE             HMTMS to be                24 years from            L.31,250p.a. subject
COURTYARD ROMAN         assigned subject to        1.12.89                  to 4 year review.
WAY, COLESHILL          landlord's license

GROUND AND FIRST        LK Hospitality             3 years from 14.3.94     L.63,000p.a.
FLOOR OFFICES                                      excluded from LTA
COOMBELANDS                                        1954
HOUSE,
COOMBELANDS LANE,
ADDLESTONE, SURREY
KT15 1HY plus
option to acquire
1010 sq ft at L.7000
</TABLE>

                                     -104-
<PAGE>   96

<TABLE>
<S>                 <C>                      <C>                      <C>         
12 WEDGEWOOD        LK Engineering to be     01.3.95 to 1.4.97        L.32,000p.a.
COURT, WEDGEWOOD    granted by an            excluded from LTA   
WAY, PIN GREEN,     underlease (subject to   1954.
STEVENAGE           Landlord's licence)

UNITS 405 TO 409    HMTMS                    15 years from 1/4/95     L.77,100p.a. 5 yearly
GLENFIELD PARK,     lease to be granted      with right to            upward only reviews.
BLAKEWATER ROAD,    subject to guarantees    surrender one half of
BLACKBURN,                                   premises on 1.1.96
LANCASHIRE BB1                               with option to break
5HQ                                          @ each review
</TABLE>



                                     -105-



<PAGE>   97
                                   SCHEDULE 9

                    FORM OF MEZZANINE LENDER ACCESSION NOTICE

      [(referred to in Clause 2.3 Acceding Mezzanine Lenders Provisions)]

To:  [NAME OF MEZZANINE AGENT]
     for and on behalf of the Borrower and the other Finance Parties and all
     other parties in the Inter-Creditor Deed (each defined in the Facility
     Agreement referred to below).

This accession notice (this "NOTICE") relates to a Facility Agreement dated [ ]
19[ ] and made between [NAMES OF PARTIES] (the "FACILITY AGREEMENT" which
expression includes any amendments or supplements thereto or restatements
thereof). Terms defined in the Facility Agreement shall, unless otherwise
defined in this Notice, have the SAME MEANINGS when used in this Notice.

1.   ACCEDING MEZZANINE LENDER CONFIRMATION: [NAME OF ACCEDING MEZZANINE
     LENDER](the ""ACCEDING MEZZANINE LENDER") by its execution of this Notice
     confirms that the figure appearing in the First Schedule hereto under the
     heading ""Acceding Mezzanine Lender Commitment" accurately states its
     intended Commitment in its capacity as an Acceding Mezzanine Lender.

2.   ACCEDING MEZZANINE LENDER REQUEST: The Acceding Mezzanine Lender by its
     execution of this Notice requests the Mezzanine Agent (on behalf of
     itself, the Borrower, the Mezzanine Lenders, the Mezzanine Security
     Trustee and all other parties to the Intercreditor Deed) to accept this
     Notice as being delivered under and for the purposes of Clause 2.3 of the
     Facility Agreement and Clause 15 of the Intercreditor Deed so as to take
     effect in accordance with the terms of those Clauses on the date specified
     in the Second Schedule of this Notice ("TRANSFER DATE").

3.   ACCEDING MEZZANINE LENDER REPRESENTATIONS: The Acceding Mezzanine Lender
     hereby:-

     [(a) represents and warrants to the Borrower, the Mezzanine Agent and the
          Mezzanine Security Trustee that it is a Qualifying Lender at the date
          hereof;]

     (b)  confirms that it has received from the Mezzanine Agent a copy of the
          Facility Agreement and each of the other Mezzanine Finance Documents
          together with such other documents and information as it has
          requested in connection with this transaction;

     (c)  confirms that it has not relied, and will not hereafter rely, on the
          Mezzanine Agent or any other party to the Facility Agreement or any
          of the other Mezzanine Finance Documents to check or enquire on its
          behalf into the legality, validity, effectiveness, adequacy, accuracy
          or completeness of any such documents or information;  

     (d)  agrees that it has not relied, and will not hereafter rely, on the
          Mezzanine Agent or any other party to the Facility Agreement or any
          of the other Mezzanine Finance Documents to assess or keep under
          review on its behalf the financial condition, creditworthiness,
          condition, affairs, status or nature of the Borrower or any other
          Obligor or any other party to the Facility Agreement or any of the
          other Mezzanine Finance Documents; and

                                     -106-
<PAGE>   98
      (e)   represents and warrants to the Mezzanine Agent and all other parties
            to the Facility Agreement and each of the other Mezzanine Finance
            Documents that it has power to become a party to the Facility
            Agreement as a "Mezzanine Lender" on the terms herein and therein
            set out, has taken all necessary steps to authorise execution and
            delivery of this Notice and is acting through an office in the
            United Kingdom (being that stated in the Second Schedule to this
            Notice) and that the circumstances described in Clause 28.6
            (Increased Costs) do not apply to it as an Acceding Mezzanine
            Lender.

4.    ACCEDING MEZZANINE LENDER COVENANTS: The Acceding Mezzanine Lender hereby
      undertakes with the Mezzanine Agent and all other parties to the Facility
      Agreement and each of the other Mezzanine Finance Documents (including for
      the avoidance of doubt the Intercreditor Deed) that it will perform in
      accordance with its terms all those obligations which, by the terms of
      the Facility Agreement and/or any of the other Finance Documents, will be
      assumed by it following delivery of this Notice to the Mezzanine Agent.

5.    EXCLUSION OF LIABILITIES: Neither the Mezzanine Agent nor any other party
      to the Facility Agreement or any of the other Mezzanine Finance Documents
      makes any representation or warranty nor assumes any responsibility with
      respect to the legality, validity, effectiveness, adequacy or
      enforceability of the Mezzanine Finance Documents and assumes no
      responsibility for the financial condition of the Borrower or any other
      party to the Mezzanine Finance Documents or for the performance and
      observance by the Borrower or any Obligor of any of their respective
      obligations under the Mezzanine Finance Documents and any and all such
      conditions and warranties, whether express or implied by law or
      otherwise, are hereby excluded.

6.    ASSUMPTION: On execution of this Notice by the Mezzanine Agent (on behalf
      of itself, the Borrower, and each of the Finance Parties and all the
      other parties to the Intercreditor Deed (other than the Acceding
      Mezzanine Lender the Mezzanine Agent)) accepts the Acceding Mezzanine
      Lender on and with effect from the Accession Date as a party to the
      Facility Agreement and the Intercreditor Deed, with respect to all those
      rights and obligations which by the terms of the Facility Agreement and
      any of the other Mezzanine Finance Documents (including for the avoidance
      of doubt the Intercreditor Deed) and this Notice are assumed by the
      Transferee.

7.    LAW: This Notice and the rights and obligations of the parties hereto
      shall be governed by and construed in accordance with English Law.

AS WITNESS the hands of authorised signatories for an on behalf of the Acceding
Mezzanine Lender and the Mezzanine Agent on the respective dates appearing
below.
<PAGE>   99
            FIRST SCHEDULE TO THE MEZZANINE LENDER ACCESSION NOTICE

ACCEDING MEZZANINE LENDER COMMITMENT

            L.[      ]


<PAGE>   100


            SECOND SCHEDULE TO THE MEZZANINE LENDER ACCESSION NOTICE

             PARTICULARS RELATING TO THE ACCEDING MEZZANINE LENDER


Accession Date:

Lending Office in London:

Contact Name:

Account for Payments:

Address for Notices:

Telephone:

Facsimile:



                SIGNATORIES TO MEZZANINE LENDER ACCESSION NOTICE

[ACCEDING MEZZANINE LENDER]

By:
   -------------------------------------------
Date: [   ] 19[  ]



[MEZZANINE AGENT]

By:
   -------------------------------------------
   on its own behalf and on behalf of the
   Borrower, the Mezzanine Lenders
   (other than the Acceding Mezzanine
   Agent), the Mezzanine Security
   Trustee and all other parties to the
   Intercreditor Deed.

Date: [   ] 19[  ]



                                     -109-

<PAGE>   101



                                  SCHEDULE 10


                              DORMANT SUBSIDIARIES


LK Global Manufacturing Systems (UK) PLC, Company No. 2968733
Genisyst Fund Holding Limited, Company No. 2840023
Genisyst Primary Care Limited, Company No. 2840046
Genisyst Systems Limited, Company No. 2838619
GMTMS Limited, Company No. 03037934









                                     -110-
<PAGE>   102
                    SIGNATURE CLAUSES TO FACILITY AGREEMENT

SIGNED by                )              M. BENNETT
                         )           Managing Director 
for and on behalf of     )         
LK GROUP INFORMATION     )
SYSTEMS BV               )


NOTICE DETAILS

Address:       Coombelands House
               Coombelands Lane
               Addlestone
               Weybridge Surrey
               KT15 1HY

Facsimile:     01932 821493
Attention:     Mr Bennett/Group Financial Controller


SIGNED by                )
                         )              R. O'GORMAN
for and on behalf of     )
BARCLAYS DE ZOETE WEDD   )
LIMITED                  )

NOTICE DETAILS

Address:       St. Mary's Court
               100 Lower Thames Street
               London
               EC3R 6RN
          
Facsimile:     0171 775 8833
Attention:     Account Director/Account Executive


                                     -116-