
<PAGE>
 
                                                                   EXHIBIT 10.12

                    FOUR MEDIA COMPANY ASIA PTE LTD      (1)


                                      AND
                                        

                   THE HONGKONG AND SHANGHAI             (2)
                   BANKING CORPORATION LIMITED



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

                         DEED OF DEBENTURE


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




                               LEE & LEE 
                            5 SHENTON WAY
                               LEVEL 19 
                             UIC BUILDING 
                            SINGAPORE 0106
<PAGE>
 
                                   CONTENTS

<TABLE>
<CAPTION>
Clause     Heading                                      Page No.
- ------     -------                                      --------
<S>        <C>                                          <C>
 1.        Interpretation                                  1
 2.        Covenant to pay                                 3
 3.        Security                                        3
 4.        Representations and Warranties                  6
 5.        Covenants by the Borrower                       7
 6.        Further Assurance                              13
 7.        Powers of the Bank                             13
 8.        Appointment and Powers of Receiver             15
 9.        The Bank, Receivers and Purchasers             18
10.        Power of Attorney                              19
11.        Exclusion of the Borrower's Powers             20
           of Leasing, etc.
12.        Protections for The Bank and                   20
           Any Receiver
13.        Continuing Security                            21
14.        Currency Clauses                               21
15.        Set-Off                                        22
16.        Costs and Expenses                             22
17.        Miscellaneous                                  23
18.        Law                                            24
</TABLE>
<PAGE>
 
THIS DEED OF DEBENTURE is dated 22 February 1995 and made BETWEEN:

(1)       FOUR MEDIA COMPANY ASIA PTE LTD a company incorporated in SINGAPORE
          and having its registered office at 9 Penang Road #13-21, Park Mall, 
          Singapore 0923 (the "Borrower"); and

(2)       THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED a company 
          incorporated in Hong Kong and having a place of business at 40-A
          Orchard Road #01-00, MacDonald House, Singapore 0923 (the "Bank").

WHEREAS:

(A)       The Bank has agreed to make available to the Borrower a term loan 
          facility of up to S$16,950,000.00 on and subject to the terms and 
          conditions of the Facility Agreement dated  22 February 1995.

(B)       The Borrower has agreed to execute this Deed in favour of the Bank to
          secure (i) its obligations in respect of the Facilities and (ii) any
          other obligations which it may hereafter from time to time incur to 
          the Bank on any other account whatsoever.

NOW THIS DEED WITNESSES as follows:


1.   INTERPRETATION
     --------------

1.01      In this Deed:

          "assets" means, in relation to the Borrower, all of its goodwill,
          undertaking, property, assets, rights and revenues whatsoever;

          "Bank" includes its successors and assigns;

          "Business Day" means a day (other than a Saturday or a Sunday) on
          which banks are open for business in Singapore;

          "Borrower" includes its successors;

          "Charged Assets" means the assets of the Borrower described in
          Clauses 3.01 and 3.02;

          "CLPA" means the Conveyancing and Law of Property Act (Cap 61); 

          "Debts" means the assets of the Borrower described Fifthly in 
          Clause 3.01;

          "Facilities" means the term loan facility of up to Singapore Dollars 
          Sixteen Million and Nine Hundred and Fifty Thousand (S$16,950,000.00)
          granted by the
<PAGE>
 
                                      -2-

          Bank to the Borrower in the sole and absolute discretion of the Bank
          on the terms and conditions set out in the Facility Agreement dated
          22 February 1995 (the "Facility Agreement") (as the same may be 
          amended, modified, varied or supplemented from time to time) between 
          the Bank and the Borrower;

          "Fixed Charge Assets" means the assets of the Borrower First, 
          Secondly, Fourthly and Sixthly described in Clause 3.01;

          "Floating Charge Assets" means the assets of the Borrower Thirdly,
          Fifthly and Seventhly described in Clause 3.O1;

          "Indebtedness" means any obligation for the payment or repayment of
          money, whether present or future, actual or contingent;

          "Receiver" means any one or more receivers, receivers and managers
          and/or judicial managers appointed by the Bank in respect of the
          Borrower or over all or any of the Charged Assets;

          "Secured Obligations" means all moneys, obligations and
          liabilities described in Clause 2; and

          "Securities" means the assets of the Borrower described Secondly
          Thirdly and Fourthly in Clause 3.01 and in Clause 3.02.

1.02      Clause headings and the table of contents are inserted for
          convenience of reference only and shall be ignored in the 
          interpretation of this Deed.

1.03      In this Deed unless the context otherwise requires:

          (a)  references to Clauses are to be construed as references to
               clauses of this Deed;

          (b)  references to (or to any specified provision of) this Deed or
               any other document shall be construed as references to this
               Deed, that provision or that document as in force for the
               time being and as amended in accordance with the terms thereof
               or, as the case may be, with the agreement of the relevant
               parties and (where such consent is, by the terms of this Deed
               or the relevant document, required to be obtained as a
               condition to such amendment being permitted) the prior written
               consent of the Bank;

          (c)  references to any statute, rule or regulation shall include such
               statute, rule or regulation as from time to time amended, 
               repealed or replaced;

          (d)  words importing the plural shall include the singular and vice
               versa; and

          (e)  references to a person shall be construed as including
               references to an individual, firm, company, corporation,
               unincorporated body of persons or any State or any agency 
               thereof.
<PAGE>
 
                                      -3-

2.        COVENANT TO PAY
          ---------------

2.01      The Borrower hereby covenants with the Bank that it will pay to the
          Bank when due (whether by demand, at maturity, by acceleration or
          otherwise howsoever) all moneys and discharge all obligations and
          liabilities whether actual or contingent now or hereafter due owing or
          incurred to the Bank by the Borrower in whatever currency denominated
          (whether alone or jointly, whether as principal or surety and whether
          under the terms of or in connection with the Facilities or any
          variation extension renewal or replacement of the terms thereof or on
          any other account whatsoever or otherwise howsoever) including all
          loans or advances from time to time made by the Bank to the Borrower
          thereunder or thereon together with interest to date of payment at the
          rates and upon such terms as may from time to time be agreed
          commission valuation and other fees and other charges (on a full and
          unqualified indemnity basis) and all legal and other costs charges and
          expenses incurred by the Bank in relation thereto.

2.02      The Borrower shall pay interest (as well after or during as before any
          demand or judgment or the liquidation or judicial management of the
          Borrower) at the rate of six per cent. (6%) per annum above the rate
          of interest from time to time publicly quoted by the Bank to be its
          prime rate for loans in Singapore Dollars ("the Default Rate") or at
          such other rate as the Bank may from time to time at its sole
          discretion determine on any sum due and owing under this Deed or
          hereby covenanted to be paid and secured hereby from the date on which
          such sum falls due and owing until the date of actual receipt of such
          sum (and all accrued interest) by the Bank and in the event of it not
          being paid such interest shall be compounded with monthly rests or
          such other periodic rests as the Bank may determine from time to time
          in accordance with the usual practice of the Bank.


3.        SECURITY
          --------

3.01      Subject as hereinafter provided the Borrower as beneficial owner
          hereby mortgages, charges and assigns to the Bank as a continuing
          security for the payment and discharge of the Secured Obligations:

          FIRST     the immoveable property of the Borrower both present and
                    future and all buildings and fixtures (including trade
                    fixtures) from time to time on any such property all liens
                    charges options agreements rights and interests over land
                    both present and future and all plant machinery vehicles
                    computers and office and other equipment of the Borrower
                    both present and future and any substitution or replacement
                    thereof and all the accessories and parts pertaining
                    thereto and the full benefit of all warranties and
                    maintenance contracts for any of the same (excluding stock
                    in trade of the Borrower).

          SECONDLY  each and every of those stocks shares bonds and securities
                    of any kind whatsoever whether marketable or otherwise in
                    any
<PAGE>
 
                                      -4-

                    company or entity registered in the name of the Borrower or
                    its nominee and all rights interests titles and benefits of
                    the Borrower both present and future thereto and therein and
                    incidental thereto the certificates or other documents of
                    title for which are deposited with the Bank by the Borrower
                    from time to time (but excluding any of the same pledged
                    pursuant to Clause 3.02).

          THIRDLY   each and every of those stocks shares bonds and securities
                    of any kind whatsoever whether marketable or otherwise in
                    any company or entity whether bearer or registered in the
                    name of the Borrower or its nominee including without
                    prejudice to the generality of the foregoing, any book-entry
                    securities and all rights interests titles and benefits of
                    the Borrower both present and future thereto and therein and
                    incidental thereto (but excluding any of the same pledged
                    pursuant to Clause 3.02 or mortgaged pursuant to Secondly
                    above).

          FOURTHLY  all the rights titles and benefits of the Borrower
                    whatsoever, present or future under or arising out of any
                    contract for the sale or purchase of any stocks shares bonds
                    or securities of any kind whatsoever in any company or
                    entity to which the Borrower may be a party (whether as
                    principal or agent) whether now or at any time in the
                    future (whether directly or through any agent or nominee)
                    together with all the Borrower's rights and title and
                    interest in and to any security for the performance of any
                    such contract and all claims, remedies and revenues accruing
                    to or received or derived by or available to the Borrower in
                    respect of any such contracts or security (but excluding any
                    book debts charged pursuant to the premises Fifthly
                    described).

          FIFTHLY   all book and other debts revenues and claims both present
                    and future (including things in action which may give rise
                    to a debt revenue or claim and the proceeds of such debts
                    revenues and claims) due or owing or which may become due or
                    owing to or purchased or otherwise acquired by the Borrower
                    and the full benefit of all rights and remedies relating
                    thereto including but not limited to any negotiable or non-
                    negotiable instruments guarantees indemnities debentures
                    legal and equitable charges and other security reservation
                    or proprietary rights rights of tracing liens and all other
                    rights and remedies of whatsoever nature in respect of the
                    same Provided always that no property mortgaged charged
                    pledged or assigned pursuant to Secondly, Thirdly or
                    Fourthly above or Clause 3.02 shall be mortgaged charged
                    pledged or assigned pursuant to this Clause Fifthly.

          SIXTHLY   the uncalled capital goodwill and all patent applications
<PAGE>
 
                                      -5-

                       trade marks trade names registered designs and
                       copyrights and all licences and ancillary and connected
                       rights relating to the intangible property both present
                       and future of the Borrower.

          SEVENTHLY    the whole of the undertaking and all other property
                       assets and rights of the Borrower whatsoever and
                       wheresoever both present and future including but not
                       limited to the stock in trade of the Borrower wheresoever
                       and the premises First, Secondly, Fourthly and Sixthly
                       described (if and in so far as the charges thereon herein
                       contained shall for any reason be ineffective as fixed
                       charges) and all assets acquired after the date or dates
                       upon which the floating security hereby created
                       crystallises.

3.02      The Borrower hereby pledges and agrees to pledge to and in favour of
          the Bank as a continuing security for the payment of all moneys and
          the discharge of all obligations and liabilities hereby covenanted to
          be paid or otherwise hereby secured each and every of those
          instruments, bonds, certificates and other documents of any kind
          whatsoever whether marketable or otherwise now or at any time
          hereafter deposited by the Borrower with the Bank the title to and
          property in which are capable of passing by delivery.

3.03      The Borrower hereby declares that the security hereby created shall
          extend to and include all dividends and interest paid or payable on
          or in respect of any of the Securities after the date of this Deed and
          all stocks, shares, rights money or property accruing or offered by
          way of redemption, bonus, preference, option or otherwise to or in
          respect of the Securities and all allotments, accretions, offers,
          rights, benefits and advantages whatsoever accruing, offered or
          arising in respect of the same Provided that nothing in this Clause
          3.03 shall be construed as placing on the Bank any obligation or
          liability whatsoever in respect of any of the foregoing.

3.04      The charges created by this Deed shall rank:

          (a)  as regards the Fixed Charged Assets, as first fixed charges; and

          (b)  as regards the Floating Charge Assets, as first floating charges
               (subject to Clause 3.05).

3.05      Save as permitted under this Deed, (i) if the Borrower mortgages,
          charges, pledges or assigns or otherwise encumbers (whether by way of
          fixed or floating security) any of the Floating Charge Assets or
          attempts so to do without the prior consent in writing of the Bank or
          (ii) if any person levies or attempts to levy any distress execution
          sequestration or other process against any of the Floating Charge
          Assets or (iii) if under any other security created by the Borrower
          with the consent of the Bank, any floating charge is converted to a
          fixed charge, or (iv) if the Bank gives notice to that effect to the
          Borrower, then (and in each such case) the charge hereby created over
          the assets the subject thereof shall
<PAGE>
 
                                      -6-

          automatically without notice operate as a fixed charge instantly such
          event occurs.

3.06      The Borrower hereby agrees that the Bank may at any time without
          notice after making demand on the Borrower for all or any sums hereby
          secured and notwithstanding any settlement of account or other matter
          whatsoever combine or consolidate all or any of the then existing
          accounts of the Borrower including accounts in the name of the
          Borrower jointly with others held by the Bank.


4.        REPRESENTATION AND WARRANTIES
          -----------------------------

4.01      The Borrower hereby represents and warrants to the Bank that:

          (a)  the Borrower is validly existing under the laws of Singapore and
               the Borrower has power to execute, deliver and perform its
               obligations under this Deed; all necessary action has been taken
               to authorize the execution, delivery and performance of the same,
               and this Deed constitutes valid and legally binding obligations
               of the Borrower enforceable in accordance with its terms;

          (b)  the execution, delivery and performance by the Borrower of this
               Deed will not result in any breach of or default under any
               agreement, licence, consent or other instrument to which the
               Borrower is a party or is subject or contravene any provision of
               the Borrower's Memorandum or Articles of Association;

          (c)  with regard to any Charged Assets in existence at the date
               hereof, the Borrower is, and with regard to any Charged Assets
               coming into existence at any time hereafter, the Borrower will on
               the date on which such Charged Assets come into existence be the
               true and lawful owner thereof at law and in equity free from any
               encumbrance, other than the charge, assignment or pledge created
               or made hereunder;

          (d)  the Borrower has or will have (as the case may be) good right and
               title to deposit, pledge, mortgage, charge, assign and/or
               transfer the said Charged Assets, subject to the interests of the
               Bank created hereunder;

          (e)  all contracts and rights comprising the property described
               Fourthly and Fifthly in Clause 3.01 from time to time are and
               will be in full force and effect;

          (f)  there are no proceedings involving a claim of a sum exceeding
               S$500,000 pending before any court or to the knowledge of the
               Borrower threatened against or affecting the Borrower and no
               proceedings are before any government agency or administrative
               body pending or to the knowledge of the Borrower threatened
               against it or any of its assets other than those which, in the
               opinion of the Bank, are of a frivolous or vexatious nature and
               to the best of the knowledge and belief of the Borrower, the
               Borrower
<PAGE>
 
                                      -7-

               has complied with all applicable statutes and regulations and
               with the requirements of all governmental authorities having
               jurisdiction over it;

          (g)  the certified true copies of the Memorandum and Articles of
               Association and the Board Resolutions of the Borrower delivered
               to the Bank are true and accurate copies of the corporate records
               of the Borrower;

          (h)  the Borrower is not in default in the payment or performance of
               any of its obligations for borrowed money;

          (i)  there is no provision in any existing mortgage, trust deed,
               contract, licence, franchise, concession or agreement binding on
               the Borrower which is being contravened or breached by the
               execution of this Deed or by the Borrower's performance or
               observance of any of its obligations hereunder; and

          (j)  no event or circumstance which constitutes or which will with the
               giving of notice or lapse of time or both would constitute an
               event described in Clause 7.01 has occurred and is continuing.

4.02      The representations and warranties in Clause 4.01 shall be deemed to
          be repeated by the Borrower on and as of each day of the currency of
          this Deed as if made with reference to the facts and circumstances
          existing at each such date.


5.        COVENANTS BY THE BORROWER
          -------------------------

5.01      The Borrower hereby covenants with the Bank that during the
          continuance of this security the Borrower will at all times:

          (a)  conduct and carry on its business and affairs in a proper and
               efficient manner and in accordance with sound technical financial
               industrial and managerial standards and practices including the
               maintenance of adequate records with qualified personnel and in
               accordance with its Memorandum and Articles of Association and
               will not save with the prior written consent of the Bank make
               substantial alteration in the nature of or mode of conduct of
               that business and keep or cause to be kept proper books of
               account relating to such business;

          (b)  observe and perform all covenants and stipulations from time to
               time affecting its immovable property or the mode of user or
               enjoyment of the same and not without the prior consent in
               writing of the Bank enter into any onerous or restrictive
               obligations affecting any such property or "develop" any such
               property within the meaning of Section 13 of the Planning Act
               (Chapter 232) as from time to time amended and any orders and
               regulations thereunder nor do or suffer or omit to be done any
               act matter or thing whereby any provision of any Act of
               Parliament order or regulation from time to time in force
               affecting any such property is
<PAGE>
 
                                      -8-

               infringed;

          (c)  observe and perform all covenants and stipulations from time to
               time affecting its patents patent applications trade marks and
               trade names registered designs and copyrights and all other
               industrial or intangible property or any licence or ancillary or
               connected rights from time to time relating to industrial or
               intangible property and preserve maintain and renew when
               necessary or desirable all such licences and rights;

          (d)  keep all its buildings and erections and all plant machinery
               fixtures fittings vehicles computers and office and other
               equipment and effects and every part thereof in good and
               substantial repair and in good working order and not pull down or
               remove or sell or otherwise dispose of any of the same without
               the prior consent in writing of the Bank except in cases where
               such dismantling pulling down or removal shall in the opinion of
               the Borrower be rendered necessary by reason of the same being
               worn out or damaged or advisable, in which case the Borrower
               shall replace such fixtures and fittings with property of similar
               nature and value. If the Borrower is at any time in default in
               complying with this covenant the Bank shall be entitled but not
               bound to repair and maintain the same with power for the Bank its
               agent and their respective employees upon giving reasonable
               notice thereof to the Borrower to enter any of the Borrower's
               property during normal business hours at times convenient to the
               Borrower acting in a reasonable manner for that purpose or to
               inspect the same and any sum expended by the Bank shall be
               repayable by the Borrower to the Bank on demand together with
               interest at the Default Rate;

          (e)  at its own expense insure and keep insured all its property and
               effects whatsoever of an insurable nature with insurers
               previously approved by the Bank in writing against loss or damage
               by fire civil commotion explosion earthquake subsidence landslip
               heave aircraft and articles dropped therefrom flood storm
               lightning burst pipes theft malicious damage impact and such
               other risks and contingencies as the Bank shall from time to time
               request to the full insurable value thereof from time to time
               including architects, surveyors, engineers and all other
               professional fees and demolition charges together with
               consequential loss for three years in the joint names of the
               Borrower and the Bank and with the policy containing such
               provisions concerning and protecting the interests of the Bank as
               the Bank may require (including without limitation, provisions
               showing the Bank's interests as Mortgagee and prohibiting the
               cancellation of the policy or policies without the insurers
               having given not less than fourteen (14) days' prior written
               notice to the Bank) and maintain such other insurance policies
               (in the joint names of the Borrower and the Bank) containing like
               provisions concerning and protecting the interests of the Bank
               (including without limitation, a provision showing the Bank's
               interests as Mortgagee) as are normally maintained by prudent
               companies carrying on similar businesses and duly pay within one
               week of the same becoming due all premiums and other moneys
               necessary for effecting and keeping up such
<PAGE>
 
                                      -9-

               insurances and on demand produce to the Bank the policies of such
               insurance and proof of such payments failing which the Bank may
               but shall not be bound to take out or renew such insurances in
               any sum which the Bank may think expedient and all moneys
               expended by the Bank under this provision shall be reimbursed by
               the Borrower on demand and shall until repayment be added to the
               principal moneys hereby secured and bear interest at the Default
               Rate from the date of payment by the Bank. All moneys to be
               received by virtue of any insurance maintained or effected by the
               Borrower (whether or not in pursuance of the obligations
               hereunder) are to be payable to the Bank (and the Borrower hereby
               charges all its rights and interest in and to all such monies to
               the Bank and agrees that any such monies not paid by the insurers
               directly to the Bank shall be held on trust for the Bank) and
               shall at the option of the Bank be applied in replacing restoring
               or reinstating the property or assets destroyed damaged or lost
               (any deficiency being made good by the Borrower) or (save in the
               case of leasehold premises) in reduction of the moneys
               obligations and liabilities hereby secured or applied in such
               manner as the Bank shall require;

          (f)  punctually pay and indemnify the Bank and any Receiver appointed
               by the Bank against all existing and future rent rates taxes
               duties charges assessments impositions and outgoings whatsoever
               (whether imposed by agreement statute or otherwise and whether in
               the nature of capital or revenue and even if wholly novel) now or
               at any time during the continuance of this security payable in
               respect of the Charged Assets or any part thereof or by the owner
               or occupier thereof and comply with all laws regulations rules
               and orders relating to the carrying on of its business on the
               land and/or premises constituting the Charged Assets. If any such
               sums shall be paid by the Bank or by any such Receiver the same
               shall be repaid by the Borrower on demand with interest at the
               Default Rate;

          (g)  take out and maintain a policy of insurance in respect of the
               Borrower's liability or potential liability to its employees
               under the common law or the Workmen's Compensation Act (Cap. 354)
               or any statutory modification thereof for the time being in
               force;

          (h)  furnish and provide the Bank with and permit the Bank to obtain
               all such statements information explanation and data as the Bank
               may reasonably require regarding the affairs operations
               administration financial or other whatsoever state or condition
               of the Borrower or any of the matters in this Clause mentioned;

          (i)  forthwith notify the Bank in writing of the occurrence if any of
               the events mentioned in Clause 7.01;

          (j)  insofar as may be necessary amend its Memorandum and Articles of
               Association so as to enable it to observe and perform all the
               covenants undertakings terms stipulations conditions and other
               provisions of this Deed;
<PAGE>
 
                                     -10-

          (k)  get in and realise all Debts in the ordinary course of its
               business and not (without the prior consent in writing of the
               Bank) charge or otherwise dispose of nor save in the ordinary
               course of business and on normal commercial terms release
               exchange compound set off or grant time or indulgence or
               otherwise deal (or purport so to do) with all or any of the same;

          (l)  observe and perform all its covenants and obligations under and
               in respect of the Facilities;

          (m)  at all times permit the Bank to hold and retain the following:

               (i)    all deeds and documents of title relating to all immovable
                      and movable property hereby charged from time to time
                      belonging to the Borrower (and the insurance policies
                      relating thereto);

               (ii)   without prejudice to the generality of the foregoing, all
                      stocks and share certificates and documents of title
                      relating to the Securities and such deeds of transfer in
                      blank and other documents as the Bank may from time to
                      time require for perfecting its title to the Securities
                      (duly executed by or signed on behalf of the registered
                      holder) or for vesting or enabling the Bank to vest the
                      same in itself or its nominees or in any purchaser; and

               (iii)  all assurance policies from time to time effected by the
                      Borrower on the lives of key employees;

          (n)  hold any document referred to in Clause 5.01(m) other than
               documents relating to the property Thirdly charged in Clause 3.01
               which may not be deposited with the Bank at any time in trust for
               the Bank and will keep the same safe and undefaced;

          (o)  forthwith and from time to time whenever so required by the Bank
               give written notice of this Deed and the assignments herein
               contained to any party to whom the Bank may require such notice
               to be given in such form as the Bank may require (inter alia)
               giving authority (irrevocable without the consent in writing of
               the Bank) for such party to pay all moneys from time to time
               payable by such party to the Bank under or by virtue of any
               obligation due to the Borrower the benefit of which is hereby
               charged or assigned to the Bank, and to issue and deliver all
               certificates and other documents in respect of such obligation
               direct to the Bank or to its order;

          (p)  do all things which may be necessary to cause all moneys agreed
               to be paid to the Borrower to become payable;

          (q)  during the continuance of this security duly observe and perform
               all covenants and stipulations by which it is bound affecting
               the Securities and will duly and punctually pay all calls
               instalments and other payments that
<PAGE>
 
                                     -11-

               may be made or become due in respect of any part of the
               Securities. If any conditional or preferential or other right to
               subscribe for shares or securities in or any other option shall
               be offered with respect to any part of the Securities the
               Borrower shall with the Bank's consent pay to the Bank any
               necessary moneys required for the subscription or the exercise of
               any such right or option. In default of the Borrower so doing the
               Bank may make such payments and all sums paid by the Bank for
               that purpose with interest thereon at the Default Rate shall be
               repaid by the Borrower on demand and until paid in full shall be
               secured by the Charged Assets;

          (r)  permit any officer of the Bank or other agents authorized by the
               Bank upon its or their giving reasonable prior notice thereof
               access to and the right of inspection during normal business
               hours at times convenient to the Borrower acting in a reasonable
               manner of all the premises, equipment, books, accounting and
               other records of the Borrower for the time being subject to the
               charges hereby created or any of them (and if the Bank reasonably
               thinks fit) to have the same valued once a year at the expense of
               the Borrower by a valuer appointed by the Bank;

          (s)  deliver to the Bank copies of the Borrower's monthly unaudited
               financial statements not later than 30 days after the end of the
               quarter to which they relate; and

          (t)  deliver to the Bank not later than 180 days after the close of
               the financial year to which it relates:-

               (i)    the balance sheet and profit and loss account showing the
                      true position of the Borrower's affairs as at the close of
                      its financial year duly audited and certified by the
                      auditors for the time being of the Borrower which said
                      auditors shall have been approved by the Bank;

               (ii)   the Auditors' and Directors' Reports accompanying the said
                      balance sheet and profit and loss account; and

               (iii)  a copy of the Annual Return which the Borrower is required
                      by law to file with the Registrar of Companies.

               The Borrower shall also from time to time give such other
               information explanation and materials about the assets,
               liabilities and affairs of the Borrower as the Bank may
               reasonably require.

5.02      The Borrower hereby further covenants with the Bank that during the
          continuance of this security the Borrower will not:

          (a)  save in the ordinary course of its business as now conducted by
               it and on normal arms' length terms (without the prior consent in
               writing of the Bank) lease rent let sublet hire out or part with
               possession or custody of any of the property or assets comprised
               in this security or grant any licence 
<PAGE>
 
                                     -12-

               or permission to any person to occupy use or operate the same;

          (b)  (without the prior consent in writing of the Bank) form or
               acquire any subsidiary or transfer lease or dispose of any
               Charged Assets to any subsidiary save on terms previously
               approved in writing by the Bank;

          (c)  do or cause or permit to be done anything which may in any way
               depreciate jeopardise or otherwise prejudice the value to the
               Bank of the security hereby charged;

          (d)  effect any form of reconstruction whatsoever including (without
               prejudice to the generality thereof) amalgamation with any other
               company, material change of shareholders or other schemes of
               compromise or arrangement affecting its present condition except
               with the prior written consent of the Bank;

          (e)  (without the prior consent in writing of the Bank) permit any
               person:

               (i)  to be registered as proprietor under the Land Titles Act
                    (Chapter 157) or the Registration of Deeds Act (Chapter 269)
                    of any immovable property present or future and from time to
                    time hereby charged nor create or permit to arise any
                    overriding interest affecting such property; or

               (ii) to become entitled to any proprietary right or interest
                    which might affect the value of any land fixtures or fixed
                    plant and machinery hereby charged;

          (f)  sell assign (by way of security or otherwise) discount factor
               pledge charge or otherwise dispose of the Floating Charge Assets
               or any part thereof or deal with the same otherwise than in
               accordance with Clause 5.01(k);

          (g)  create or attempt to create or permit to subsist any mortgage
               debenture charge or pledge upon or permit any lien or other
               encumbrance (save a lien arising by operation of law in the
               ordinary course of trading) to arise on or affect the Charged
               Assets or any part thereof;

          (h)  part with possession transfer sell lease or otherwise dispose of
               the Charged Assets or any part thereof or attempt or agree so to
               do except (i) in the case of assets charged by way of floating
               charge only which may be transferred, sold, leased or otherwise
               disposed of at market value in the usual course of business as
               now conducted and for the sole purpose of carrying on the
                                         ----           
               Borrower's business and (ii) in such manner as may be permitted
               under Clause 5.01(k); and

          (i)  grant, issue or extend any guarantee or indemnity or enter into
               any other form of contractual undertaking or arrangement of
               similar effect in respect of any indebtedness or obligations,
               actual or contingent, of any other
<PAGE>
 
                                     -13-

               person whatsoever except in the usual and ordinary course of
               trading as now conducted by it and its subsidiaries and for the
               purpose of the carrying on by it, or the relevant subsidiary, of
               its business.

5.03      If the Bank receives notice of any subsequent mortgage charge
          assignment or other disposition affecting the Charged Assets or any
          part thereof or interest therein the Bank may open a new account for
          the Borrower; if the Bank does not open a new account then unless the
          Bank gives express written notice to the contrary to the Borrower the
          Bank shall nevertheless be treated as if it had done so at the time
          when it received such notice and as from that time all payments made
          by or on behalf of the Borrower to the Bank shall be credited or be
          treated as having been credited to a new account and shall not operate
          to reduce the amount due from the Borrower to the Bank at the time
          when the Bank received notice.


6.        FURTHER ASSURANCE
          -----------------

6.01      The Borrower shall at any time if and when reasonably required by the
          Bank execute such further legal or other mortgage fixed or floating
          charges or assignments in favour of the Bank as the Bank shall from
          time to time require over all or any of the Charged Assets both
          present and future including but not limited to all the immoveable
          properties the Securities and the book and other debts revenues and
          claims of the Borrower and all rights and remedies relating thereto
          both present and future (including any vendor's lien) by way of
          security for the payment and discharge of the Secured Obligations such
          further mortgages charges or assignments to be prepared by or on
          behalf of the Bank at the cost of the Borrower and to contain an
          immediate power of sale without notice a clause excluding Section 21
          and the restrictions contained in Section 25 of the CLPA and such
          other provisions for the benefit of the Bank as the Bank may require.


7.        POWERS OF THE BANK
          ------------------

7.01      The principal moneys hereby secured or any part thereof for the time
          being outstanding and all other moneys hereby secured and all unpaid
          interest which has accrued hereunder shall become immediately payable
          and the security enforceable:-

          (a)  if the Borrower fails to pay any sum owing to the Bank within
               three Business Days of the due date thereof or if payable on
               demand within five Business Days of such demand being made by the
               Bank;

          (b)  if the Borrower shall fail to perform or observe any of its
               obligations hereunder and in any case (except where the Bank
               considers that such failure is not capable of remedy) such
               failure shall continue for a period of 14 days next following the
               date of the service by the Bank on the Borrower of notice
               requiring the same to be remedied; or
<PAGE>
 
                                     -14-

          (c)  if any representation or warranty made or deemed to be made by
               the Borrower in or pursuant to this Deed or in any notice,
               certificate, instrument, document or statement contemplated
               hereby or thereby or made or delivered pursuant hereto or thereto
               is or proves to have been untrue or inaccurate in any respect
               considered by the Bank to be material; or

          (d)  if the Charged Assets or any part thereof are seized or
               expropriated or are subject to compulsory purchase or acquisition
               whether subject to compensation or not or is wholly or
               substantially destroyed; or

          (e)  if in respect of the Borrower:-

               (i)    any Indebtedness shall become capable of being declared
                      due prematurely by reason of default in its obligations in
                      respect of the same or it shall fail to make any payment
                      in respect thereof on the due date for such payment, or
                      the security for any such Indebtedness shall become
                      enforceable and on account thereof the Bank is of the
                      opinion that the Borrower may be unable to meet its
                      obligations hereunder;

               (ii)   any application or petition shall be presented or any
                      order shall be made by a competent court or other
                      appropriate authority or any resolution shall be passed
                      for its liquidation, winding up or dissolution (as the
                      case may be) or any application or petition shall be
                      presented or order shall be made by a competent court or
                      other appropriate authority or any resolution passed for
                      the appointment of a liquidator, judicial manager, trustee
                      or similar official of it or of all or a substantial part
                      of its assets;

               (iii)  an encumbrancer takes possession of or a receiver is
                      appointed over its undertaking or the whole or any part of
                      its chattels, properties, assets, rights or revenues or
                      distress or execution or other similar process shall be
                      levied or enforced upon or sued out against a material
                      part of its properties or assets;

               (iv)   it shall stop payment to creditors generally or shall be
                      unable to pay its debts within the meaning of any
                      applicable legislation relating to insolvency, liquidation
                      or winding up, or enter into any composition or other
                      arrangement for the benefit of its creditors generally or
                      it shall cease substantially to carry on business;

          (f)  it in the opinion of the Bank, it shall become impossible or
               unlawful for the Borrower to fulfil its undertakings or
               obligations contained herein or for the Bank to exercise the
               rights or any of them vested in it hereunder; or

          (g)  if anything shall be done or suffered or omitted to be done by
               the Borrower which, in the reasonable opinion of the Bank,
               imperils or may imperil the performance of the obligations or the
               security created by this Deed; or
<PAGE>
 
                                     -15-

          (h)  if any legal proceedings suits or actions of any kind whatsoever
               whether criminal or civil shall be instituted against the
               Borrower which, in the opinion of the Bank, will materially and
               adversely affect the Borrower's ability to perform its
               obligations under this Deed, such opinion so formed being binding
               and conclusive on the Borrower; or

          (i)  if the Borrower shall transfer or otherwise dispose of all or
               substantially all of its assets to any person, firm or
               corporation;

          (j)  if the Borrower is declared by the Minister to be a declared
               company under the provisions of Part IX of the Companies Act (Cap
               50); or

          (k)  if there shall occur a material adverse change in the business,
               assets, or general condition of the Borrower or any change in the
               shareholding of the Borrower; or

          (l)  if, in the opinion of the Bank, the security hereunder or the
               business of the Borrower is in jeopardy; or

          (m)  if any event occurs which gives the Bank reasonable grounds for
               believing that the Borrower may fail or be unable to perform or
               comply with its obligations under this Deed.

7.02      Upon the occurrence of any of the above events, the Bank may exercise
          without further notice and without any statutory restriction (in
          particular the restrictions in Section 25 of the CLPA) and whether or
          not a Receiver shall have been appointed all the powers conferred on
          mortgages by the CLPA as hereby varied or extended and all the powers
          and discretions hereby conferred either expressly or by reference on
          the Bank or any Receiver without being liable as mortgagee in
          possession unless the Bank and/or the Receiver shall have acted in
          wilful default or fraudulently.

7.03      Section 21 of the CLPA shall not apply to this security or to any
          security given to the Bank pursuant hereto.

7.04      The statutory powers of leasing conferred on the Bank shall be
          extended so as to authorize the Bank to lease and make agreements for
          leases at a premium or otherwise and to accept surrenders of leases
          and grant options as the Bank shall consider expedient and without the
          need to observe any of the provisions of Section 23 of the CLPA.


8.        APPOINTMENT AND POWERS OF RECEIVER
          ----------------------------------

8.01      At any time after the principal moneys interests and other moneys
          hereby secured shall have become payable pursuant to Clause 7, the
          Bank may in writing under its Common Seal or by its Attorney or under
          the hand of any authorized officer for the time being of the Bank
          appoint any person to be a Receiver of the Charged
<PAGE>
 
                                     -16-

          Assets or any part thereof (with power to authorize any joint Receiver
          to exercise any power independently of any other joint Receiver) and
          may from time to time fix his or their remuneration and may remove any
          Receiver so appointed and appoint another in his place. If any part of
          the Charged Assets is excluded from the Receiver's appointment, such
          exclusion shall not prevent the Bank from subsequently appointing the
          Receiver (or his substitute) to that part. A Receiver so appointed
          shall be the agent of the Borrower and the Borrower shall be solely
          responsible for his acts or defaults (other than acts of fraud or
          wilful default) and for his remuneration and such Receiver so
          appointed shall have all the powers conferred from time to time on
          receivers by statute and in the case of the powers conferred by the
          CLPA without the restrictions contained in Section 25 of the CLPA and
          in addition power on behalf and at the cost of the Borrower
          (notwithstanding liquidation of the Borrower) to do or omit to do
          anything which the Borrower could do or omit to do in relation to the
          Charged Assets or any part thereof and in particular (but without
          limitation) any such Receiver may:

          (a)  enter into, take possession of collect and get in all or any of
               the Charged Assets, exercise in respect of the Securities all
               voting or other powers or rights available to the Borrower or to
               the owner or a holder thereof generally in such manner as he may
               think fit and give and receive such notices and bring defend or
               discontinue any proceedings or submit to arbitration in the name
               of the Borrower or otherwise as may seem expedient to him;

          (b)  carry on manage develop reconstruct amalgamate or diversify the
               business of the Borrower or any part thereof or to enter into
               arrangement with respect to the business of the Borrower or any
               part thereof with any person or concur in so doing and for the
               purpose of the said business to employ such agent managers
               accountants servants and workmen upon such terms as to
               remuneration or otherwise as the Receiver shall think proper;
               perform vary or cancel obligations of the Borrower under any
               contract on such terms as he may think fit; lease or otherwise
               acquire and develop or improve properties or other assets without
               being responsible for loss or damage unless such loss or damage
               is occasioned by his own fraud or wilful default and raise or
               borrow any money from or incur any other liability to the Bank or
               others on such terms with or without security as he may think fit
               and so that any such security may be or include a charge on the
               whole or any part of the Charged Assets ranking in priority to
               this security or otherwise;

          (c)  without the restrictions imposed by Section 25 of the CLPA or the
               need to observe any of the provisions of Section 23 of the CLPA
               sell by public auction or private contract let surrender or
               accept surrenders grant licences or rescind or repudiate or
               accept repudiation of or otherwise dispose of or deal with all or
               any of the Charged Assets or concur in so doing in such manner
               for such consideration and generally on such terms and conditions
               as he may think fit with full power to convey let surrender
               accept surrenders of or otherwise transfer or deal with such
               Charged Assets in the
<PAGE>
 
                                     -17-

               name and on behalf of the Borrower or otherwise and so that
               covenants and contractual obligations may be granted and assumed
               in the name of and so as to bind the Borrower (or other the
               estate owner) if he shall consider it necessary or expedient so
               to do and to vary any contract for sale and resell without being
               answerable for any loss occasioned thereby unless such loss is
               occasioned by his own fraud or wilful default. Any such sale
               lease or disposition may be for cash debenture or other
               obligations shares stock securities or other valuable
               consideration and be payable immediately or by instalments spread
               over such period as he shall think fit and so that any
               consideration received or receivable shall ipso facto forthwith
               be and become charged with the payment of all moneys obligations
               and liabilities hereby secured. Plant machinery and other
               fixtures fittings and equipment may be severed and sold
               separately from the premises containing them and the Receiver may
               apportion any rent and the performance of any obligations
               affecting the premises sold without the consent of the Borrower;

          (d)  promote the formation of companies with a view to the same
               purchasing leasing licensing or otherwise acquiring interests in
               all or any of the Charged Assets or otherwise, arrange for such
               companies to trade or cease to trade and to purchase lease
               licence or otherwise acquire all or any of the Charged Assets on
               such terms and conditions whether or not including payment by
               instalments secured or unsecured as he may think fit;

          (e)  make any arrangement or compromise or enter into or cancel any
               contracts which he shall think expedient and to do any other act
               or thing which a receiver appointed under the CLPA would have
               power to do;

          (f)  make and effect such repairs renewals and improvements to the
               Charged Assets or any part thereof as he may think fit and
               maintain renew take out or increase all insurances;

          (g)  appoint managers agents officers and employees for any such
               purposes or to guard or protect the Charged Assets at such
               salaries and commissions and for such periods and on such terms
               as he may determine and dismiss the same;

          (h)  make calls conditionally or unconditionally on the members of the
               Borrower in respect of uncalled capital as he may think fit;

          (i)  sign any document execute any deed and do all such other acts and
               things as may be considered by him to be incidental or conducive
               to any of the matters or powers aforesaid or to the realisation
               of the Bank's security constituted by this Deed and which he
               lawfully may or can do as agent of the Borrower and use the name
               of the Borrower for all the above purposes;

          (j)  have access to and make use of the premises plant equipment and
               accounting and other records of the Borrower and the services of
               its staff for all or any of the above purposes;
<PAGE>
 
                                     -18-

          (k)  generally to do or cause to be done such acts or things which the
               Borrower may have done in the ordinary conduct of its business as
               well for the protection as for the improvement of the property
               and assets comprised in this security.

8.02      The powers of appointment of a receiver hereunder shall be in addition
          and without prejudice to any statutory or other powers of the Bank
          hereunder or otherwise and so that such powers shall be and remain
          exercisable by the Bank notwithstanding that an appointment under the
          provisions hereof shall be subsisting or has been withdrawn.


9.        THE BANK, RECEIVERS AND PURCHASERS
          ----------------------------------

9.01      All money received by the Bank or by any Receiver appointed by the
          Bank in the exercise of any powers conferred by this Deed shall be
          applied by the Receiver subject to the claims of all secured or
          unsecured creditors (if any) ranking in priority to this Deed: -

          FIRST, in payment of all costs charges and expenses of and incidental 
          -----  
          to the appointment of the Receiver and the exercise by him of all or
          any of the powers aforesaid including the reasonable remuneration of
          the Receiver and all outgoings properly paid by him.

          SECONDLY, in or towards payment to the Bank of all interest accrued
          --------                                                           
          hereunder and remaining unpaid.

          THIRDLY, in or towards payment to the Bank of all principal and other
          -------                                                              
          moneys due.

          FOURTHLY, any surplus shall be paid to the Borrower.
          --------                                            

          The Borrower agrees that the Bank may and the Bank is hereby
          authorized to, apply all or any of the money received by the Bank or
          by any Receiver appointed by the Bank in exercise of any powers
          conferred by this Deed in or towards the provision of cash collateral
          for the contingent obligations and liabilities of the Borrower to the
          Bank hereby secured, which cash collateral may be held on such account
          at such bank as the Bank may decide in its discretion and shall itself
          be an asset of the Borrower charged pursuant to this Deed.

9.02      No purchaser or other person shall be bound or concerned to see or
          enquire whether the right of the Bank or any Receiver to exercise any
          of the powers hereby conferred has arisen or not or be concerned with
          notice to the contrary or with the propriety of the exercise or
          purported exercise of such powers.

9.03      The Borrower hereby covenants with the Bank on demand to pay all costs
          charges and expenses incurred by the Bank or by any such Receiver or
          which it or he shall properly incur in or about the enforcement
          preservation or attempted
<PAGE>
 
                                     -19-

          preservation of this security or of the Charged Assets or any of them
          on a full indemnity basis with interest at the Default Rate from the
          date of payment by the Bank or such Receiver save such costs, charges
          and expenses resulting from the Bank's or such Receiver's fraud
          negligence or wilful default. Any such Receiver shall be entitled to
          remuneration appropriate to the work and responsibilities involved
          upon the basis of charging from time to time adopted by the Receiver
          in accordance with the current practice of his firm without the
          restrictions imposed by Section 29(6) of the CLPA.

9.04      Neither the Bank nor any such Receiver shall be liable to account as
          mortgagee in possession in respect of all or any of the Charged Assets
          nor be liable for any loss upon realisation in connection therewith
          for which a mortgagee in possession may be liable as such unless such
          loss is occasioned by the Bank's and/or the Receiver's own fraud or
          wilful default.

9.05      The Borrower hereby agrees to indemnify the Bank and any such Receiver
          against all losses actions claims expenses demands or liabilities
          whether in contract or otherwise now or hereafter incurred by it or
          him or by any manager agent officer or employee for whose liability
          act or omission the Bank or any such Receiver may be answerable (i)
          for anything done or omitted in the exercise or purported exercise of
          the powers herein contained unless the same is occasioned by the
          Bank's and/or the Receiver's own fraud wilful default or negligence or
          (ii) occasioned by any breach by the Borrower of any of its covenants
          or other obligations to the Bank. The Borrower shall so indemnify the
          Bank and any such Receiver on demand and shall pay interest on the
          sums demanded at the Default Rate.

9.06      Any sale or other disposition by the Bank or by any of its nominees or
          by a Receiver may be made upon such terms as the Bank or Receiver may
          think fit.

9.07      The Borrower undertakes to give the Bank and the Receiver all
          facilities necessary or expedient in the opinion of the Bank or the
          Receiver for enforcing the security hereby created including such
          possession or information as may be required for that purpose and the
          Borrower shall do such acts and things and shall execute all such
          assurances and instruments as the Receiver in the exercise of any of
          the powers hereby conferred upon him shall reasonably require.

10.       POWER OF ATTORNEY
          -----------------

10.01     The Borrower by way of security hereby irrevocably appoints the Bank
          and the persons deriving title under it and separately any Receiver
          appointed hereunder severally to be its Attorney in its name and on
          its behalf and as its act and deed or otherwise to execute and
          complete in favour of the Bank or the Bank's nominees or of any
          purchaser any documents which the Bank may require for perfecting its
          title to or for vesting the Charged Assets both present and future in
          the Bank or its nominees or in any purchaser, and otherwise generally
          to sign seal deliver and otherwise perfect any such legal or other
          mortgage or assignment referred to in Clause 6 and at any time after
          the principal moneys interests and
<PAGE>
 
                                     -20-

          other moneys hereby secured shall have become payable pursuant to
          Clause 7 to receive all moneys hereby charged or assigned to the Bank
          and to give an effectual discharge for such moneys and to take
          proceedings and other steps for the recovery of all such moneys or any
          part thereof) in the name of the Borrower or for the Bank and to make
          allowances, agree accounts and give time or other indulgence to any
          surety or other person liable and otherwise generally to sign seal and
          deliver all such deeds assurances agreements and documents and to do
          all such acts and things as may be required for the full exercise of
          all or any of the powers hereby conferred or which may be deemed
          expedient by the Bank or the Receiver on or in connection with any
          sale lease disposition realisation or getting in by the Bank or any
          such Receiver of the Charged Assets or any part thereof or in
          connection with any other exercise of any power hereunder. The
          Borrower hereby covenants with the Bank and any such Receiver that on
          request the Borrower will ratify and confirm all deeds assurances
          agreements documents acts and things and all transactions entered into
          by the Bank or such Receiver or by the Borrower at the instance of the
          Bank or such Receiver in the exercise or purported exercise of its or
          his powers and the Borrower irrevocably acknowledges and agrees that
          such power of attorney is inter alia given to secure the performance
          of the obligations owed to the Bank and any such Receiver by the
          Borrower.


11.       EXCLUSION OF THE BORROWER'S POWERS OF LEASING ETC.
          ------------------------------------------------- 

11.01     During the continuance of this security the statutory and any other
          powers of leasing (including, without limitation those set out in
          section 23(1) of the CLPA) letting entering into agreements for leases
          or lettings and accepting or agreeing to accept surrenders of leases
          or tenancies shall not in relation to the Charged Assets or any part
          thereof be exercisable by the Borrower nor shall the Borrower part
          with possession of the same or any part thereof nor confer any licence
          right or interest to occupy nor grant any licence or permission to
          assign underlet or part with possession of the same or any part
          thereof nor agree suffer or permit any variation or addition to the
          terms of any lease tenancy or licence other than in the ordinary
          course of its business as now conducted by it and on normal arms'
          length terms without in every such case obtaining the prior written
          consent of the Bank.


12.       PROTECTIONS FOR THE BANK AND ANY RECEIVER
          -----------------------------------------

12.01     The Bank and any Receiver appointed by the Bank are hereby authorized
          to compromise or settle any dispute arising out of or in connection
          with the Charged Assets on such terms as the Bank or any such Receiver
          may in its absolute discretion from time to time decide to do and the
          Borrower shall keep the Bank and any such Receiver fully and
          effectually indemnified from and against all actions losses claims
          proceedings costs demands and liabilities whether in contract tort or
          otherwise which may be suffered or incurred by the Bank or such
          Receiver under or by virtue of the Charged Assets or any such
          compromise or settlement in respect thereof (i) for anything done or
          omitted in the exercise or purported
<PAGE>
 
                                     -21-

          exercise of the powers herein contained unless the same shall be
          occasioned by the Bank's and/or the Receiver's own fraud, wilful
          default or negligence or (ii) occasioned by the breach by the Borrower
          of any of its covenants or other obligations to the Bank.

12.02     Neither the Bank nor any Receiver shall be under any duty to make any
          enquiry as to the nature or sufficiency of any payment received by it
          (but immediately upon receipt of any payment shall notify the Borrower
          of the amount received and relevant details of the obligations in
          respect of which such payment was made) or to make any claim or take
          any other action or do any deed act or thing for the purpose of
          collecting moneys or enforcing any rights against any of the Charged
          Assets nor shall they be under any liability to the Borrower for any
          loss or damage occasioned by the exercise of the powers conferred by
          this Deed or by any omission so to do unless the same shall be
          occasioned by the Bank's and/or the Receiver's own fraud or wilful
          default.


13.       CONTINUING SECURITY
          -------------------

13.01     This security shall be a continuing security notwithstanding any
          settlement of account or other matters whatsoever and is in addition
          to and shall not merge with or otherwise prejudice or affect any
          contractual or other right or remedy or any guarantee lien pledge bill
          mortgage or other security (whether created by the deposit of
          documents or otherwise) now or hereafter held by or available to the
          Bank and shall not be in any way prejudiced or affected thereby or by
          the invalidity thereof or by the Bank now or hereafter dealing with
          exchanging releasing varying or abstaining from perfecting or
          enforcing any of the same or any rights which it may now or hereafter
          have or giving time for payment or indulgence or compounding with any
          other person liable.

13.02     Any settlement or discharge between the Bank and the Borrower shall be
          conditional upon no security or payment to the Bank by the Borrower or
          any other person being avoided or set aside or ordered to be refunded
          or reduced by virtue of any provision or enactment relating to
          bankruptcy, insolvency or liquidation for the time being in force and
          the Bank shall be entitled to recover from the Borrower the value
          which the Bank has placed upon such security or the amount of any such
          payment as if such settlement or discharge had not occurred.


14.  CURRENCY CLAUSES
     ----------------

14.01     All moneys received or held by the Bank or by a Receiver under this
          Deed may from time to time be converted into such other currency as
          the Bank considers necessary or desirable to cover the obligations and
          liabilities actual or contingent of the Borrower in that other
          currency at the then prevailing spot rate of exchange for purchasing
          that other currency with the existing currency of the Bank (as
          conclusively determined by the Bank). For the purposes of this Deed,
          any amounts actually owing by the Borrower to the Bank in a foreign
          currency shall
<PAGE>
 
                                     -22-

          be converted into Singapore Dollars in accordance with the foregoing
          provisions of this Clause 14.01 on the date on which any floating
          charge is converted into a fixed charge pursuant to Clause 3.06.

14.02     If and to the extent that the Borrower fails to pay on demand any
          amount hereby secured due on demand the Bank may in its absolute
          discretion without notice to the Borrower purchase at any time
          thereafter so much of any other currency as the Bank considers
          necessary or desirable to cover the obligations and liabilities of the
          Borrower hereby secured in such currency at the then prevailing spot
          rate of exchange for purchasing that other currency with the existing
          currency of the Bank in Singapore (as conclusively determined by the
          Bank) and the Borrower hereby agrees to indemnify the Bank against the
          full cost (including all costs charges and expenses) incurred by the
          Bank for such purchase.

14.03     No payment to the Bank (whether under any judgment or court order or
          otherwise) shall discharge the obligation or liability actual or
          contingent of the Borrower in respect of which it was made unless and
          until the Bank shall have received payment in full in the currency in
          which such obligations or liability was incurred and to the extent
          that the amount of any such payment shall on actual conversion into
          such currency fall short of such obligation or liability actual or
          contingent expressed in that currency the Bank shall have a further
          separate cause of action against the Borrower and shall be entitled to
          enforce the charges hereby created and the assignment hereby effected
          to recover the amount of the shortfall.


15.       SET-OFF
          -------

          The Borrower authorizes the Bank to apply (without prior notice) any
          credit balance (whether or not then due) to which it is at any time
          beneficially entitled on any account (whether or not expressed in the
          same currency as the banking facilities or expressed in gold, silver
          or other precious metal or otherwise) or debit such account at any
          office or branch of the Bank (whether in Singapore or elsewhere) in or
          towards satisfaction of any moneys owing to the Bank actual or
          contingent provided that such debiting shall not constitute or be
          deemed to be a payment of such sums of money due or owing (except to
          the extent of any amount in credit in such account) or a waiver of any
          event of default hereunder. For that purpose, the Bank is authorized
          to use all or any part of any such credit balance to buy such other
          currencies as may be necessary to effect such application. The Bank
          shall not be obliged to exercise any of its rights under this Clause,
          which shall be without prejudice and in addition to any right of set-
          of, combination of accounts, lien or other right to which it is at any
          time otherwise entitled (whether by operation of law, contract or
          otherwise).


16.       COSTS AND EXPENSES
          ------------------

16.01     The Borrower shall pay to the Bank on demand all expenses (including
          legal fees on a solicitor and client basis, printing and out-of-pocket
          expenses) incurred by
<PAGE>
 
                                     -23-

          the Bank: (a) in connection with the negotiation, preparation,
          execution and, registration of this Deed and of any amendment or
          extension of or the granting of any consent or waiver under this Deed
          and (b) in connection with, the enforcement of, or preservation of
          any rights under this Deed or otherwise in respect of the moneys
          secured by this Deed together with interest at the Default Rate from
          the date on which such expenses were incurred to the date of payment
          (as well after as before judgment) and all goods and services, value
          added and other similar taxes payable on all such expenses.

16.02     The Borrower shall pay all stamp, documentary, registration or other
          like duties (including any duties payable by the Bank) imposed on or
          in connection with this Deed or the Charged Assets or any instrument
          effecting or relating to the transfer or assignment of the Charged
          Assets and all goods and services, value added and other similar taxes
          payable on all such expenses and shall indemnify the Bank against any
          liability arising by reason of any delay or omission by the Borrower
          to pay such duties.


17.       MISCELLANEOUS
          -------------

17.01     No failure or delay by the Bank in exercising any right or remedy
          shall operate as a waiver thereof nor shall any single or any partial
          exercise or waiver of any right or remedy preclude its further
          exercise or the exercise of any other right or remedy. 

17.02     Nothing in this Deed shall (i) affect or prejudice any right of set-
          off to which the Bank may be entitled as against the Borrower or (ii)
          oblige the Bank to share with any other bank the proceeds of the
          exercise of any such right of set-off.

17.03     Each of the provisions of this Deed are severable and distinct from
          the others and if at any time one or more of such provisions is or
          becomes invalid illegal or unenforceable the validity legality and
          enforceability of the remaining provisions hereof shall not in any way
          be affected or impaired thereby.

17.04     Any notice or demand for payment by the Bank hereunder shall without
          prejudice to any other effective mode of making the same be deemed to
          have been properly served on the Borrower if served on any one of the
          Directors or on the Secretary of the Borrower or delivered or sent by
          letter post or facsimile transmission to the Borrower at 30 Choon Guan
          Street, Singapore 0207 or at such other address in Singapore as may be
          notified to the Bank for such purpose. Any such notice or demand sent
          by letter post shall be deemed to have been served on the addressee
          when delivered personally or three days after it has been put in to
          the post notwithstanding that it be undelivered or returned
          undelivered and in proving such service it shall be sufficient to
          prove that the notice or demand was properly addressed and posted. Any
          notice or demand sent by telex or facsimile transmission on a Business
          Day (being a day in Singapore other than a Saturday, Sunday or public
          holiday) shall be deemed to have been served at the time of despatch
          and, in the case of a telex, with confirmed answerback of the
          addressee
<PAGE>
 
                                     -24-

          appearing at the beginning and end of the communication. Any such
          notice or demand or any certificate as to the amount at any time
          secured hereby shall be conclusive and binding upon the Borrower if
          signed by a Vice President or other duly authorized officer of the
          Bank to which the sum demanded shall be due.

17.05     Any appointment or removal of a Receiver under Clause 8 and any
          consents hereunder may be made or given by writing signed or sealed
          by any successors or assigns of the Bank and the Borrower hereby
          irrevocably appoints each of the same to be its Attorney in the terms
          and for the purposes set out in Clause 10.

17.06     Any change in the constitution of the Bank or its absorption into or
          amalgamation with any other person or the acquisition of all or part
          of its undertaking by any other person shall not in any way prejudice
          or affect its rights hereunder.

17.07     The Borrower may not assign its rights or obligations hereunder. The
          Bank may assign all or any part of its rights or benefits and/or
          transfer all or part of its obligations under this Deed to any person
          and following any such assignment and/or transfer the Bank shall
          notify the Borrower of the identity of the assignee or transferee and
          all references in this Deed to the Bank shall be read and construed as
          references to the Bank and such assignee and transferee to the extent
          of their respective interests. In the case of a transfer of the Bank's
          obligations the Borrower shall look only to the transferee for the
          performance of the obligations of the Bank transferred. The Bank may
          disclose to any potential assignee or transferee or any other person
          with whom the Bank may consider entering into contractual relations in
          relation to this Deed such information about the Borrower as the Bank
          shall consider appropriate.


18.       LAW
          ---

18.01     This Deed shall be governed by and construed in accordance with
          Singapore law.


          IN WITNESS whereof this Deed has been executed.
<PAGE>
 
                                     25
 
THE COMMON SEAL of                      )
FOUR MEDIA COMPANY ASIA PTE LTD         )               [SEAL]
was hereunto affixed in the             )
presence of:

/s/ Robert Walston
                                                Director

                                                /s/ J. Schutz

                                                Director

SIGNED SEALED AND DELIVERED by          )
as Attorney for THE HONGKONG AND        )
SHANGHAI BANKING CORPORATION            )
acting under a Power of Attorney        )
dated the day of 11th May 1983          )
(a copy of which was deposited          )       /s/ Lilian Wan
in the Registry, Supreme Court,         )          --------------------
Singapore on the 23rd day of            )                [SEAL]
June 1983 and registered as             )
No. 2654 of 1983) in the                )
presence of:                            )

/s/ Cheng Wei Lin

        I, Marian Sng Su Ying an Advocate and Solicitor of the Supreme Court of
the Republic of Singapore practising in Singapore hereby certify that on the 
21st day of February 1995 the Common Seal of FOUR MEDIA COMPANY ASIA PTE LTD was
duly affixed to the above written instrument at Singapore in my presence in 
accordance with the regulations of the said Company (which regulations have been
produced and shown to me).

Witness my hand.

/s/ Marian Sng
<PAGE>
 
                                    - 26 -

     On this 22nd day of February 1995 before me, Cheng Wei Lin an Advocate and 
Solicitor of the Supreme Court of the Republic of Singapore practising in 
Singapore personally appeared "Lilian Yap Ah Wan" the Attorney of THE HONGKONG 
AND SHANGHAI BANKING CORPORATION LIMITED who of my own personal knowledge I know
to be the identical person whose name "Sgd Lilian Yap Ah Wan" is subscribed
to the within written instrument and acknowledged that he had voluntarily
executed this instrument at Singapore.

Witnessed my hand.

/s/  Cheng Wei Lin
