Exhibit 10.2
ABN-AMRO


C & D Holdings Limited
Dynasty House
Premier Way
Abbey Park Industrial Estate
Romsey
Hampshire
SO51 9AQ


Credit Services

IS.acr                                                         31st May 2001

Dear Sirs,

Re:  Uncommitted Credit Facility
--------------------------------

We are writing to confirm that we ABN AMRO Bank N.V.,  (the "Bank") are prepared
to make  available to C & D Holdings  Limited (the  "Borrower"),  an uncommitted
facility (the  "Facility") in a total amount of up to GBP  19,500,000  (nineteen
million five hundred  thousand pounds sterling ) as and when it suits the Bank's
position.

1.   UTILISATION.

Utilisation  of the Facility  may be by way of Money  Market  advances in pounds
sterling ("Advances") for periods of one, two or six months at a rate 95 (ninety
five)  basis  points  per annum  plus  LIBOR and any costs the Bank may incur in
complying  with any  requirements  of the Bank of England  and/or the  Financial
Services  Authority (or any other competent  authority which replaces all or any
of their functions).

"LIBOR"  means in relation to any Advances or unpaid sum on any day the rate per
annum at which deposits in Sterling, for like amounts and periods are offered to
the Bank by leading banks in the London Interbank Market, on or about 11 a.m. on
the first  business  day of,  the  relevant  interest  period,  as  conclusively
determined by the Bank.

2.   CONDITIONS PRECEDENT.

The Facility  will be available for  utilisation  when the Bank has received the
following documents in form and substance satisfactory to the Bank:-

(a)  the enclosed  duplicate of this letter with the  Memorandum  of  Acceptance
     thereon duly signed on the Borrower's behalf; and

(b)  a certified  copy of a  resolution  of the  Borrower's  Board of  Directors
     approving the Facility and  authorising a person or persons to (i) sign the
     Memorandum of Acceptance  and any other  documents  required  hereunder and
     (ii) operate the Facility; and




IS.acr                                                   31st May 2001         2

(c)  authenticated  specimen  signatures  of  the  person(s)  specified  in  the
     above-mentioned board resolution; and

(d)  copies,  certified as true and up to date by the Secretary of the Borrower,
     of the Borrower's Memorandum and Articles of Association and Certificate of
     Incorporation; and

(e)  the Standby Letter of Credit referred to in Clause 4 below.

3.   TERMINATION

(i)  Whilst it is the Bank's present  intention that the Facility  should remain
     available  to the  Borrower  until  further  notice  the Bank  nevertheless
     reserves  the right to  terminate  the  Facility  at any time by giving the
     Borrower 30 days notice in writing.  After such notice of  termination,  no
     further  Advance may be drawn  hereunder  and the Borrower  shall repay any
     outstanding Advances upon expiry of the 30 day notice period.

(ii) If at any time and for any reason any of the following events occur:

     (a)  any  steps  or  legal  proceedings  are  started  for the  winding-up,
          dissolution,  administration or liquidation of the Borrower which have
          not been dismissed within 7 days of commencement;

     (b)  any  receiver is  appointed  over the  Borrower or any of its material
          assets;

     (c)  it is or becomes  unlawful  for the Borrower to perform or comply with
          any or all of its obligations under the Facility; or

     (d)  the Borrower  defaults for seven  business  days in the payment of any
          sum due  hereunder;  then the Bank may by  notice  in  writing  to the
          Borrower  declare that the Facility is  terminated  and shall have the
          right to  demand  immediate  repayment  of all  outstanding  Advances,
          together  with  accrued  interest  and any  other  sums for  which the
          Borrower is liable hereunder.

4.   SECURITY.

All the  Borrowers'  obligations  hereunder  shall be  subject at all times to a
standby  letter of credit from LaSalle  Bank  National  Association  in form and
content satisfactory to the Bank (the "Standby Letter of Credit ").

5.   FINANCIAL INFORMATION.

As long as the  Facility is available or any sum is  outstanding  hereunder  the
Borrower will provide the Bank with the following:-

a)   a copy of its audited  balance sheet and profit and loss account within 270
     days of the close of its financial year; and

b)   such other information  relating to its financial condition as the Bank may
     from time to time reasonably require.





IS.acr                                             31st May 2001               3

6.   LAW.

This Facility shall be governed by and construed in accordance with English law.


7.   RIGHTS OF THIRD PARTIES

Unless expressly provided to the contrary in this Agreement, a person who is not
a party to this  indemnity  may not enforce any of the terms under The Contracts
(Rights of Third Parties) Act 1999.

Please confirm your  acceptance of the above terms and conditions by signing and
returning  the enclosed  duplicate of this letter  together  with the  documents
called  for in  Clause 2 above  not  later  than 30 days  after the date of this
letter,  after  which date the Bank  reserves  the right to  withdraw  the offer
contained herein.

Yours faithfully,
ABN AMRO Bank N.V.
London Branch.


/s/ Christine Hemment          /s/ Helen Rose

MEMORANDUM OF ACCEPTANCE.

We hereby agree to, and confirm our  acceptance of the terms and  conditions set
out in the above letter.

/s/ Robert T. Marley                                      6/5/01
 .............................................           ............
for and on behalf of                                    Dated
C & D Holdings Limited