CYBERNET INTERNET SERVICES INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>




                                  EXHIBIT 10.2

THIS  CREDIT FACILITY AGREEMENT dated for reference the 12th day of March, 2002,


AMONG:
       MFC  MERCHANT  BANK  S.A.,  a  bank  organized  under  the
       laws  of Switzerland

AND:
       CYBERNET  INTERNET  SERVICES  INTERNATIONAL, INC., a corporation
       organized under the  laws  of  the  State of Delaware in the
       United States, having an address at Stefan-George-Ring  19-23,
       81929  Munich,  Germany

AND:
       636892  B.C.  LTD.,  a  corporation  organized under the laws
       of the Province of British  Columbia,  having  a  registered
       office at Suite 1000, 925 West Georgia Street,  Vancouver,
       British  Columbia,  V6C  3L2


WHEREAS:

A.     The  Borrower has requested that the Credit Facility be made available by
       the  Lender  to  the  Borrower;  and

B.     The  Lender  has  agreed  to  make  the  Credit Facility available to the
       Borrower  upon  the  terms  and  conditions  set  out  herein.

NOW  THEREFORE THIS CREDIT FACILITY AGREEMENT WITNESSES THAT in consideration of
the  premises,  mutual  covenants  and agreements hereinafter set forth, and for
other  good and valuable consideration (the receipt and sufficiency of which are
hereby  acknowledged),  the  parties  hereto  acknowledge, declare, covenant and
agree  as  follows:


                                   ARTICLE 1
                                 INTERPRETATION

     SECTION  1.1     DEFINITIONS.  When  used in this Agreement (including the
recitals  and  schedules hereto) or in any amendment hereto, the following terms
shall,  unless  otherwise  expressly  provided,  have  the  following  meanings,
respectively:

"ADVANCES" means advances made by the Lender hereunder to the Borrower under the
First  Tranche, the Second Tranche and the Third Tranche and "ADVANCE" means any
one  of  such  advances;


<PAGE>


"AFFILIATE"  means,  with respect to any given Person, any other Person directly
or  indirectly  Controlling,  Controlled  by  or under common Control with, such
Person;

"AGREEMENT"  means  this  non-revolving  term  credit agreement as supplemented,
amended  or otherwise modified, amended, extended, renewed or replaced from time
to  time  by any agreement supplemental or ancillary hereto; and the expressions
"ARTICLE"  and  "SECTION"  followed by a number mean, and refer to the specified
Article  or  Section  of  this  Agreement;

"ARRANGEMENT  FEE" means an arrangement fee equal to euro 150,000 payable by the
Borrower  to  the  Lender;

"AUTHORIZATION"  means  any  permit,  licence,  approval, consent, order, right,
certificate,  judgment,  writ,  injunction,  award,  determination,  direction,
decree,  authorization, franchise, privilege, grant, waiver, exemption and other
concession  or  by-law, rule or regulation of, by or from any Official Body, all
as  amended,  supplemented,  modified,  replaced  or  renewed from time to time;

"BANKING  DAY" means any day on which the Lender is open for business in Geneva,
Switzerland;

"BNS"  means B&N Software AG, a corporation organized under the laws of Germany;

"BORROWER"  means  Cybernet Internet Services International, Inc., a corporation
organized  under  the  laws  of  the  State  of  Delaware and its successors and
permitted  assigns;

"BORROWER'S CERTIFICATE" means a certificate of a senior officer of the Borrower
substantially in the form set out in Schedule B hereto or such other form as may
be  requested  from  time  to  time  by  the  Lender;

"BORROWING"  means  a  borrowing  consisting  of  one  or  more  Advances;

"BORROWING  NOTICE"  means a notice of a request for an Advance in substantially
the  form  set  out  in  Schedule  A  hereto;

"BUSINESS"  means the business of the Borrower and/or the Cybernet Companies, as
the  context  may  require;

"CHARTER DOCUMENTS" means, in respect of any Person and as the context requires,
the  incorporation  documents  and  by-laws, and all amendments thereto, of such
Person;

"CID" means Cybernet Internet Dienstleistungen AG, a corporation organized under
the  laws  of  Germany;

"CLOSING"  means  the closing of the transactions contemplated by this Agreement
on  the  Closing  Date;


<PAGE>


"CLOSING  DATE"  means the Banking Day following satisfaction by the Borrower or
waiver  by  the  Lender  of  all  conditions to an Advance set out in the Credit
Documents  or  such  other  date  as  may  be  agreed  upon  by  the  parties;

"COMMITMENT"  means  the  commitment  of  the  Lender  in  respect of the Credit
Facility  in  the  aggregate  principal  amount  set  out  in Section 2.1 and as
adjusted  from  time  to  time  in  accordance  herewith;

"CONSENT"  means  any  permit,  license,  approval,  consent,  order,  right,
certificate,  judgment,  writ,  injunction,  award,  determination,  direction,
decree,  authorization, franchise, privilege, grant, waiver, exemption and other
concession or by-law, rule or regulation of, by or from any Person other than an
Official  Body;

"CONTROL"  over  a  Person  means the possession, directly or indirectly, of the
power  to  direct  or cause the direction of the management and policies of such
Person,  whether  through  the  ownership  of  voting securities or other equity
interest,  representation  on  its board of directors or body performing similar
functions,  by  contract or otherwise.  The terms "CONTROLLING" and "CONTROLLED"
will  have  corollary  meanings;

"CORPORATION"  means  a  body  corporate,  corporation,  company,  partnership,
business  trust  or  joint  venture;

"CREDIT  DOCUMENTS"  means  this  Agreement,  the  Security  Documents  and  the
Information  Documents  and  all other documents to be executed and delivered to
the  Lender  by  the  Borrower  hereunder  or  thereunder;

"CREDIT FACILITY" means the revolving credit facility in the aggregate principal
amount  of  up to euro 7,000,000 to be made available by the Lender hereunder to
the  Borrower  under  the  First  Tranche,  Second  Tranche  and  Third Tranche;

"CYBERNET COMPANIES" means, collectively, CID, Vianet, Novento, Schweiz, Italia,
Multicall, BNS and Sagl, and all other companies directly or indirectly owned or
controlled  by  the  Borrower and "Cybernet Company" means any one such company;

"DEBT"  of  any  Person  means:  (i)  all indebtedness of such Person for and in
respect  of  borrowed  money,  including  obligations  with  respect to bankers'
acceptances,  letters  of credit and letters of guarantee; (ii) all indebtedness
of  such  Person  for  the  deferred  purchase  price  of  property  or services
represented by a note or other evidence of indebtedness or other security; (iii)
all  indebtedness  created  or arising under any conditional sale or other title
retention  agreement  with  respect  to  property  acquired by such Person (even
though  the  rights  or remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property); (iv)
all  obligations  under  leases  which,  in  accordance with GAAP (or accounting
principles  generally  accepted  in  the  jurisdiction  of  incorporation  or
organization of such Person), are recorded as capital leases in respect of which
such Person is liable as lessee; (v) the aggregate amount at which any shares in
the  capital of such Person which are redeemable or retractable at the option of
the holder thereof may be retracted or redeemed; and (vi) all Debt Guaranteed by
such  Person;


<PAGE>


"DEBT  GUARANTEED"  by  any  Person  means  the  maximum  amount  which  may  be
outstanding  at any time of all Debt of the kinds referred to in (i) through (v)
of  the  definition  of  Debt which is directly or indirectly guaranteed by such
Person  or  which  such Person agreed (contingently or otherwise) to purchase or
otherwise  acquire,  or  in respect of which such Person has otherwise assured a
creditor  against  loss  by  means  of  an  indemnity,  security  or  bond;

"DEFAULT"  means an event which, with the giving of notice or passage of time or
both,  would  constitute  an  Event  of  Default;

"DISTRIBUTION"  means all cash distributions (including, without limitation, any
dividends  or  amounts  payable  by way of share repurchase) properly paid to or
received  by  any  Person  in  respect  of such Person's having provided capital
directly  or  indirectly  to  the  Borrower  and/or  the  Cybernet  Companies;

"EURO"  or  "EUROS"  means  lawful  money  of  the  European  Union;

"EVENT  OF  BANKRUPTCY"  means, in respect of any Person, that such Person shall
generally  not pay its Debts as such Debts become due, or shall admit in writing
its  inability  to  pay  its Debts generally as they become due, or shall make a
general  assignment  for  the  benefit  of creditors; or any proceeding shall be
instituted  by or against any such Person seeking to adjudicate it a bankrupt or
insolvent  or  seeking  liquidation,  winding-up, a reorganization, arrangement,
adjustment, protection, relief or a composition of it or its Debts under any Law
relating  to  bankruptcy,  insolvency or reorganization or relief of debtors, or
seeking  the  entry of an order for relief or for the appointment of a receiver,
trustee,  custodian or other similar official for it or for any substantial part
of  its property and, in the case of any such proceeding instituted against such
Person  (but not instituted by such Person), either such proceeding shall remain
undismissed  or unstayed for a period of 30 days or any of the actions sought in
such proceeding (including, without limitation, the entry of an order for relief
against  such Person or for the appointment of a receiver, trustee, custodian or
other  similar  official  for  such  Person  or  for any substantial part of its
property)  shall occur; or such Person shall take any action to authorize any of
the  actions  set  forth  above;

"EVENT  OF  DEFAULT"  has  the  meaning  ascribed  to  it  in  Section  9.1;

"FINANCIAL QUARTER" means a period of three consecutive months in each Financial
Year  ending  on  either  March  31,  June  30,  September  30  or  December 31;

"FINANCIAL  STATEMENTS"  means, in respect of the Borrower, as at any particular
time,  except  as  otherwise  stated hereunder, financial statements prepared in
accordance  with  or  reconciled  to  GAAP,  including,  without  limitation,
consolidated  and  unconsolidated  balance  sheets,  statements  of  earning and
statements  of  changes  in  financial  position;

"FINANCIAL YEAR" means a financial year commencing on January 1 of each calendar
year  and  ending  on  December  31  of  such  calendar  year;


<PAGE>


"FIRST TRANCHE" means the tranche of the Credit Facility in the principal amount
of euro 949,000 to be made available by the Lender hereunder to the Borrower and
to  be  used  for  the  sole  purpose  of:

   (i)    paying  Mr.  Andreas  Eder  euro  115,000  representing  a termination
          payment  owed  by  the  Borrower to Mr. Eder pursuant to a termination
          agreement dated  March  12,  2002  and an additional euro 115,000 to
          be held in a separate escrow  account  by  the  Borrower;

   (ii)  paying  Dr.  Paolo  di  Fraia  euro 82,000 representing a termination
         payment owed by the Borrower to Dr. di Fraia pursuant to a termination
         agreement dated  March  12,  2002  and  an additional euro 82,000 to
         be held in a separate escrow  account  by  the  Borrower;

   (iii) paying  the  premium  for  the  extension  of  the  Borrower's  current
         directors  and officers liability policy until March 12, 2003 up to a
         maximum of euro  210,000;

   (iv)  paying  the  deductible  on  a  claim  covered by directors and
         officers insurance  up  to  a  maximum  amount  of  euro 125,000 which
         shall be held in a separate  escrow  account  by  the  Borrower;

   (v)   paying  the  Arrangement  Fee  to  the  Lender;  and

   (vi)  reimbursing  the  Lender  euro 70,000 for certain expenses pursuant to
         Section  11.4  of  this  Agreement.

"GAAP"  means,  at  any  time,  accounting  principles generally accepted in the
United  States,  applied  on  a  consistent  basis;

"GENERAL  SECURITY  AGREEMENT"  means  the  general security agreement in a form
satisfactory to the Lender, pursuant to which the assets of the Borrower will be
pledged  as  security  in  favour  of  the  Security  Agent;

"GERMAN  SUBSIDIARIES"  means  BNS,  CID,  Novento  and  Multicall;

"INFORMATION  DOCUMENTS"  means,  collectively,  at  any  time  and in any form,
information  provided by the Borrower or on behalf of the Borrower to the Lender
in  writing  in  respect  of  the  Business and the Security, including, without
limitation,  all certificates, the Financial Statements of the Borrower, and all
materials  reasonably  requested  by  the Lender for the purpose, inter alia, of
providing  such  information  to prospective assignees, all as from time to time
amended,  supplemented  or  replaced;

"INTEREST"  means the interest accrued on Advances outstanding from time to time
at the Interest Rate compounded monthly not in advance, and payable, in arrears,
on  the  Interest  Payment  Date;

"INTEREST  PAYMENT  DATE"  means the earlier of: (i) the Maturity Date; and (ii)
the date upon which a declaration is made pursuant to Section 9.1, provided that
if  the Maturity Date is extended,


<PAGE>


subsequent Interest Payment Dates shall occur
on  the  earlier  of  each  anniversary  of  March  12,  2003 or the date that a
declaration  is  made  pursuant  to  Section  9.1  ;

"INTEREST  RATE"  means,  a  rate  of interest equal to 14% per annum calculated
semi-annually,  not  in  advance;

"ITALIA" means Cybernet Italia S.p.A., a corporation organized under the laws of
Italy;

"JUDGMENT  CURRENCY"  means  the  currency  in  which  a  court  of  competent
jurisdiction  may  render judgment in connection with any litigation relating to
the  repayment  of  the  Outstanding  Amount  under  this  Agreement;

"LAW"  means  any  law (including common law and equity), constitution, statute,
order,  treaty,  regulation, rule, ordinance, order, injunction, writ, judgment,
determination,  decree  or  award  of  any  Official  Body;

"LENDER"  means  MFC  Merchant  Bank  S.A.,  a  bank organized under the laws of
Switzerland,  and  its  successors  and  assigns;

"LIEN"  means  any  mortgage,  pledge, lien, hypothecation, security interest or
other  encumbrance  or  charge  (whether  fixed, floating or otherwise) or title
retention, any right of set-off (arising otherwise than by operation of Law) and
any deposit of monies under any agreement or arrangement whereby such monies may
be  withdrawn  only upon the fulfillment of any condition as to the discharge of
any  other  indebtedness or other obligation to any creditor, or any right of or
arrangement  of  any kind with any creditor to have its claim satisfied prior to
other  creditors with or from the proceeds of any properties, assets or revenues
of  any  kind  now  owned  or  later  acquired;

"MATERIAL  ADVERSE EFFECT" means:  (i) a material adverse effect on the property
or  assets  of the Business, the Borrower or any of the Cybernet Companies taken
as a whole; (ii) a material adverse effect on the capital structure or condition
or  prospects,  financial  or otherwise, of the Business, the Borrower or any of
the  Cybernet Companies taken as a whole; (iii) a material adverse effect on the
ability  of  the Borrower to perform and comply with this Agreement or to pay or
perform  any of the Obligations; (iv) a material adverse effect on the priority,
effectiveness  or  enforceability  of  the  Security;  or (v) a material adverse
effect on the condition or prospects, financial or otherwise, of the Borrower or
any  of  the  Cybernet  Companies;

"MATURITY  DATE"  means  the  earlier  of: (i) March 12, 2003, provided that the
Lender  may,  at  its sole option, extend such date for additional periods of 12
months  per  each  extension,  by  providing  the  Borrower  with written notice
thereof,  at  least 30 days prior to such date, or such date as extended, as the
case  may  be;  and  (ii)  the date upon which a declaration is made pursuant to
Section  9.1;

"MULTICALL"  means  Multicall Telefonmarketing AG, a corporation organized under
the  laws  of  Germany;

"NOTE"  means  a  promissory  note  or  promissory  notes to be delivered by the
Borrower  to the Lender, in substantially the form set out in Schedule D hereto,
to  evidence  the indebtedness of the Borrower


<PAGE>


to the Lender under each Advance, and  all  replacement  notes  issued  by  the
Borrower to the Lender in respect thereof  from  time  to  time;


"NOVENTO"  means  Novento  Telecom AG, a corporation organized under the laws of
Germany;

"OBLIGATIONS"  means  all  obligations,  liabilities  and  indebtedness  of  the
Borrower  to  the Lender howsoever incurred, including, without limitation, with
respect  to  the  principal  and  Interest  on  Advances,  and  the  payment  or
performance  of  all  other  obligations,  liabilities  and  indebtedness of the
Borrower  to  the  Lender  hereunder or arising under and pursuant to any one or
more  of  the  Credit  Documents  or  with respect to the Advances and all fees,
costs,  expenses  and  indemnity  obligations  hereunder  or  thereunder;

"OFFICIAL  BODY"  means  any  government  or political subdivision or any agency
(including,  without  limitation,  any  licensing  or  regulatory agency), body,
office,  authority,  bureau,  central  bank,  monetary  authority,  commission,
department or instrumentality thereof, or any court, board, tribunal, grand jury
or  arbitrator,  commission  or  instrumentality  thereof,  whether  foreign  or
domestic  and,  when  used  in  the  context  of  a  particular  Person,  having
jurisdiction  over  such  Person;

"ORIGINAL  CURRENCY"  means  euros;

"OUTSTANDING  AMOUNT"  means,  in respect of the Credit Facility, on any day, an
amount calculated and expressed in euros equal to the aggregate principal amount
of all Advances made by the Lender under the Credit Facility, less any repayment
or  prepayment  made  or  credited  to  the  Borrower  as  at  such  date;

"PERSON" means an individual, a partnership, a corporation (including a business
trust), joint stock company, trust, unincorporated association, joint venture or
other  entity,  or  a  foreign  state  or a political subdivision thereof or any
agency  of  such  state  or  subdivision;

"PLEDGED SECURITIES" means the securities described and listed in Schedule C and
any  and  all other securities that may be pledged by the Borrower to the Lender
from  time  to  time, and all accretions, replacements and substitutions thereto
and  therefor;

"RELATED  PARTY"  means,  in  respect  of  any Person, any Person with whom such
Person  does  not  deal  at  arm's-length,  including  any  Affiliate  thereof;

"SAGL" means Cybernet Sagl (GmbH) Lugano, a corporation organized under the laws
of  Switzerland;

"SCHWEIZ"  means  Cybernet Schweiz AG, a corporation organized under the laws of
Switzerland;

"SECOND  TRANCHE"  means  the  tranche  of  the Credit Facility in the principal
amount  of  up to euro 1,500,000 to be made available by the Lender hereunder to
the  Borrower  and  to  be used for the purpose of financing working capital and
general  corporate  requirements  of  the  Borrower;


<PAGE>


"SECURITIES  PLEDGE  AGREEMENT"  means  the  pledge  agreement(s)  in  a  form
satisfactory  to  the  Lender, pursuant to which the Pledged Securities shall be
pledged  by  the  Borrower  to  the  Lender  in  favour  of  the Security Agent;

"SECURITY"  means the security given to the Lender, at any time and from time to
time,  to  secure  the  Obligations, including, without limitation, the security
referred  to  in  Section  5.1;

"SECURITY  AGENT" means 636892 B.C. Ltd., a corporation organized under the laws
of  the  Province  of  British  Columbia,  and  its  successors  and  assigns;

"SECURITY  DOCUMENTS"  means, collectively, the documents referred to in Section
5.1 and the agreements, instruments and documents delivered from time to time to
the  Lender,  by  the  Borrower,  CID  or  any  other Person, for the purpose of
establishing,  perfecting, preserving and protecting the Security, and "SECURITY
DOCUMENT"  means  any  one  of  them  as  the  context  prescribes  or requires;

"SUBSIDIARY"  means, at any time, as to any Person, any corporation, partnership
or other entity of which securities or other ownership interests having ordinary
voting  power  to  elect  a  majority of the board of directors or other Persons
performing  similar  functions  are at such time directly or indirectly owned by
such  a  Person;

"TAXES"  means  any  and  all  present  or  future  taxes  (including,  without
limitation,  all stamp, documentary, excise or property taxes), levies, imposts,
deductions,  charges  or  withholdings  and  liabilities  with  respect thereto;

"THIRD TRANCHE" means the tranche of the Credit Facility in the principal amount
of  euro  4,551,000 to be made available by the Lender hereunder to the Borrower
and  to  be  used for the sole purpose of restructuring its current indebtedness
and,  in  conjunction  therewith,  working  capital  requirements;  and

"VIANET"  means  Vianet Telekommunikations AG, a corporation organized under the
laws  of  Austria.

     SECTION  1.2     HEADINGS,  ETC.       The division of this Agreement into
Articles  and  Sections  and  the  insertion  of headings are for convenience of
reference  only  and shall not affect the construction or interpretation of this
Agreement.

     SECTION  1.3     GENDER  AND  NUMBER.  Words imparting the singular number
include  the  plural  and  vice-versa  and  words  imparting  gender include the
masculine,  feminine  and  gender  neutral  as  the  context  requires.

     SECTION  1.4     AMENDMENT.  No  amendment  of  any  provision  of  this
Agreement  and/or  a  Security Document shall be effective unless the same is in
writing  and signed by each party thereto which is then a party to or, to whom a
security  interest  has  been granted pursuant to, the respective document being
amended.


<PAGE>


     SECTION 1.5     SEVERABILITY.  If one or more provisions contained in this
Agreement  and/or a Security Document shall be invalid, illegal or unenforceable
in  any  respect  under  any  applicable  law,  the  validity,  legality  and
enforceability  of  the  remaining provisions hereof and/or thereof shall not be
affected  or  impaired  thereby.

     SECTION  1.6     ACCOUNTING  TERMS.  Except  as  the context may otherwise
require, all accounting terms not specifically defined herein shall be construed
in  accordance  with  GAAP.

     SECTION  1.7     SCHEDULES.  All documents attached or referred to in this
Agreement  and  the following schedules attached hereto are integral to and form
part  of  this  Agreement:

          Schedule  "A"  -  Form  of  Borrowing  Notice
          Schedule  "B"  -  Form  of  Borrower's  Certificate
          Schedule  "C"  -  List  of  Pledged  Securities
          Schedule  "D"  -  Form  of  Note
          Schedule  "E"  -  Schedule  7.1(h)
          Schedule  "F"  -  Schedule  7.1(n)

                                   ARTICLE 2
                               THE CREDIT FACILITY

     SECTION  2.1     THE  CREDIT  FACILITY.     (1)     The  Lender shall make
available  to  the  Borrower  in  accordance  with, and subject to the terms and
conditions  of, this Agreement, until the Maturity Date, a revolving term credit
facility  in  the  aggregate  principal  amount of up to euro 7,000,000 and made
available  to  the  Borrower  under  the First Tranche, Second Tranche and Third
Tranche.

     (2)     The  Borrower shall pay or repay to the Lender on the Maturity Date
all  amounts  owing  under the Credit Facility and not previously paid or repaid
hereunder.

     (3)     The  Borrower  shall  use  the Advances in accordance with the
specified purposes  set  forth  under the First Tranche, Second Tranche and
Third Tranche.


                                   ARTICLE 3
                                  THE ADVANCES

     SECTION  3.1     INTEREST  ON  THE  CREDIT  FACILITY.  On  the  terms  and
conditions  set forth herein, the Lender, from time to time, on any Banking Day,
prior  to  the  Maturity  Date,  agrees  to  make  Advances  to  the  Borrower.

     SECTION  3.2     MAKING  ADVANCES.  Each  Advance  shall  be  made  on two
Banking  Days'  notice.  Each  such  notice  of  an  Advance shall be given by a
Borrowing  Notice  (or  such  other  form  as  the  Lender may from time to time
specify) or by telephone confirmed promptly in writing with the Borrowing Notice
which  shall  specify  therein: (i) the requested date of such Advance; (ii) the


<PAGE>


aggregate  amount of such Advance; and (iii) the Outstanding Amount having given
effect  to  such  Advance.

     SECTION  3.3     INTEREST  ON  ADVANCES.  The  Borrower  shall  pay to the
Lender  Interest  on the unpaid principal amount of each Advance made to it from
the  date  of such Advance in euros, until such principal amount shall be repaid
in  full  at the Interest Rate.  Interest shall accrue from day to day, shall be
compounded  monthly  in arrears and shall be paid on the earlier of the Maturity
Date  or  the date on which there is no longer any Outstanding Amount payable to
the  Lender.  Any  amount  of  principal or Interest on any Advance which is not
paid  when  due (whether at stated maturity, by acceleration or otherwise) shall
bear  Interest  (both  before  and  after default and judgment) from the date on
which such amount is due until such amount is paid in full, payable upon demand,
at  the  Interest  Rate.

     SECTION  3.4     FEES.   Provided  the Lender is prepared to make Advances
to  the  Borrower up to the amount of the Commitment, the Borrower shall pay the
Lender  the  Arrangement  Fee,  whether  or not any Advances are made under this
Agreement,  on  the  earlier of the date of the Advance of the First Tranche and
March  12,  2002.

     SECTION 3.5     INTEREST ON OVERDUE AMOUNTS.  Except as otherwise provided
herein,  all  amounts owed by the Borrower to the Lender which are not paid when
due  (whether at stated maturity, on demand, by acceleration or otherwise) shall
bear  Interest  (both  before  and  after default or judgment), from the date on
which  such  amount is due until such amount is paid in full, payable on demand,
at  a  rate  per  annum  equal  at  all  times  to  the  Interest  Rate.


                                   ARTICLE 4
                           REPAYMENT OF PRINCIPAL SUM

     SECTION  4.1     PAYMENTS.  The Borrower shall pay or repay to the Lender,
on  the  Maturity  Date,  all amounts owing hereunder and not previously paid or
repaid,  without  set-off,  counterclaim  or  deduction.

     SECTION  4.2     BORROWER'S  RIGHT  TO  PREPAY  THE  CREDIT FACILITY.  The
Borrower  may, on ten Banking Days' prior notice given to the Lender stating the
proposed  date  and  aggregate  principal amount of the prepayment, and, if such
notice  is given, the Borrower shall, prepay the Outstanding Amount, in whole or
in  part, as set out in the prepayment notice, together with accrued Interest to
the  date of such prepayment on the amount prepaid.  Each prepayment shall be in
a  principal  amount  of  not  less  than  euro  500,000.

     SECTION  4.3     METHOD  AND  PLACE  OF  PAYMENT.  All payments to be made
hereunder  shall  be  made  by  the  Borrower to the Lender on the day that such
payment  is  due  at  the  Lender's  address  provided  for  in  this Agreement.

     SECTION  4.4     TIME OF PAYMENT.  Whenever any payment hereunder shall be
stated  to  be due on a day other than a Banking Day, such payment shall be made
on  the  next  succeeding  Banking


<PAGE>


Day, and such extension of time shall in such case  be  included  in  the
computation of Interest or fees, as the case may be.


                                   ARTICLE 5
                                    SECURITY

     SECTION  5.1     SECURITY.  As  general  and  continuing  security for the
performance  of  all  Obligations  of  the  Borrower under the Credit Documents,
including  the  prompt  payment when due by the Borrower of the all Advances and
Interest and all other monies from time to time owing by the Borrower hereunder,
there  shall  be  deposited  with  and held by the Lender, in form and substance
satisfactory  to  the  Lender,  the  following:

     (1)      a  Note  representing  the  amount  of  each  Advance;

     (2)     the  Securities  Pledge  Agreement;

     (3)     the  General  Security  Agreement;

     (4)     notarial  deeds  necessary to register the Pledged Shares in the
             name of the  Lender;  and

     (5)     such  other agreements, instruments or documents reasonably
             requested by the  Lender or the Security Agent to register the
             Pledged Securities in the name of  the  Security  Agent.

     SECTION  5.2     CONTINUED  PERFECTION,  ADDITIONAL  SECURITY  AND  AGREED
RELEASES  OF  SECURITY.  (1)     The Borrower shall take such action and execute
and  deliver  to the Lender and the Security Agent such agreements, conveyances,
deeds and other documents and instruments as the Lender shall reasonably request
for  the  purpose  of  establishing,  perfecting,  preserving and protecting the
Security, in each case forthwith upon request therefor by the Lender or Security
Agent  and  in  form  and  substance  reasonably  satisfactory  to the Lender or
Security  Agent.

     (1)     The  Borrower  agrees  that it shall, forthwith upon request by the
Lender,  provide  a replacement Note or Notes representing such principal amount
or  amounts  as  the  Lender  may  direct, provided that the aggregate principal
amounts  represented  by  the  Notes  shall,  at  all  times,  be  equal  to the
Outstanding  Amount.

     SECTION 5.3     RELEASE UPON PAYMENT.  Upon payment by the Borrower of all
of  the  Obligations  and  performance  of all other obligations of the Borrower
under  the  Credit  Documents,  the  Security Agent shall, at the expense of the
Borrower,  execute  and deliver such discharges, releases and other documents as
may  reasonably  be  required  to  release  and discharge the Security.  Partial
repayment  of  the  Obligations shall not entitle the Borrower to the release or
discharge  of  the  Security,  in  whole  or  in  part.


<PAGE>


     SECTION  5.4     CONFLICTS.  If a conflict or inconsistency exists between
a provision of this Agreement and the terms of the Security Documents or any one
of  them,  the  terms  of  this  Agreement  shall  prevail.  Notwithstanding the
foregoing,  if  there is any right or remedy of a Lender set out in the Security
Documents  or  any  part  thereof  which  is not set out or provided for in this
Agreement,  such  additional  right or remedy shall not constitute a conflict or
inconsistency.


                                   ARTICLE 6
                      CONDITIONS PRECEDENT TO THE ADVANCES

     SECTION 6.1     CONDITIONS PRECEDENT TO THE FIRST TRANCHE.  The obligation
of  the  Lender  to  make  the  Advance  of  the First Tranche is subject to the
fulfillment  of: (i) the conditions precedent set forth in Section 6.2; and (ii)
the  following  conditions  precedent:

   (a)  the  Lender  shall  have received copies of the Charter Documents of the
        Borrower  and  each  of  the  Cybernet  Companies certified by an
        officer of the Borrower,  as  the  Lender may require, and of the
        resolutions of the Borrower's board of directors approving the Credit
        Documents to which it is a party and all documents evidencing any
        necessary corporate action of the Borrower with respect to  the  Credit
        Documents,  all  in  a  form  satisfactory  to  the  Lender;

   (b)  the  Lender  shall  have received certified copies of the resolutions of
        the  Borrower's board of directors approving the nomination of Michael
        J. Smith, Eduard  Seligman,  Roy  Zanatta  and  Greg  Elderkin  for
        election  to serve as directors  of  the  Borrower at the stockholders
        meeting scheduled for March 12, 2002;

   (c)  the  Lender  shall  have received certificates of two senior officers of
        the  Borrower  certifying  the  names  and  true  signatures of its
        officers and directors  authorized to sign the Credit Documents and any
        other documents to be delivered  by  it  hereunder;

   (d)  the  Lender  shall  have  received a certificate of good standing of the
        jurisdiction  of  formation  of  the  Borrower,  as  the  Lender  may
        require;

   (e)  the  Credit  Documents  shall  have  been  executed and delivered to the
        Lender,  the Security shall have been created, and all registrations,
        filings or recordings  necessary  or  desirable  to  preserve,  protect
        or  perfect  the enforceability  and  priority  of the Security shall
        have been completed, all in such  form,  content  and  manner  as  is
        satisfactory  to  the  Lender;

   (f)  the  Pledged  Securities  relating to the German Subsidiaries shall have
        been  registered in the name of, or as directed by, the Lender, all in a
        form or forms  satisfactory  to  the  Lender, and, if requested by the
        Lender shall have received  notarially  certified  copies  of the share
        registers of each of the German  Subsidiaries  or such other documents
        evidencing the registration in the name of, or as directed by the
        Lender, of the Pledged Securities relating to the German  Subsidiaries,
        in  a form  satisfactory  to  the  Lender;


<PAGE>


   (g)  the  Lender  shall have received copies certified by a senior officer of
        the Borrower of the Financial Statements of the Borrower, in a form
        satisfactory to and as the Lender may require, for its most recently
        completed Financial Year and  Financial  Quarter  for  which  Financial
        Statements  are  available;

   (h)  all  of  the  representations and warranties contained in this Agreement
        and  in  the  Credit Documents shall be correct on and as of the Closing
        Date as though  made  on  and  as  of  such date and the Borrower shall
        have delivered a Borrower's  Certificate  to  the  Lender  to  such
        effect  on the Closing Date;

   (i)  the  Lender  shall  have received a favourable opinion of counsel to the
        Borrower  (in form and content satisfactory to the Lender) as to such
        matters as the  Lender  may  reasonably  request,  including the
        corporate status and share capital  structure  of  the  Borrower,  the
        corporate power and capacity of the Borrower  to borrow money and to
        grant security therefor, the due authorization, execution  and delivery
        of the Credit Documents and the legal, valid and binding nature  of
        the  Credit  Documents;  and

   (j)  the Lender shall have received such other documents as it may
        reasonably request.

     SECTION  6.2     CONDITIONS  PRECEDENT  TO  ALL  ADVANCES.    (1)     The
obligation  of  the  Lender  to make an Advance and the right of the Borrower to
deliver  a  Borrowing Notice shall be subject to the condition precedent that on
the  date of such Advance and after giving effect thereto and to the application
of  proceeds  therefrom:  (i)  the  representations  and warranties contained in
Article  7  hereof are true and correct in every material respect on the date of
the Advance as if made on and as at such date (except where expressly given only
as  of a specified date); (ii) no event has occurred and is continuing, or would
result  from such Advance, which constitutes or would constitute a Default or an
Event  of  Default; (iii) such Advance will not violate any applicable Law; (iv)
there  shall  have  been  no  amendments  (other than amendments approved by the
Lender)  to  the  Charter  Documents  of  the  Borrower  or  any of the Cybernet
Companies,  subsequent  to  those  delivered  to  the Lender pursuant to Section
6.1(a)  which  are  material  to  the ability of the Borrower to enter into this
Agreement  and  any of the other Credit Documents and to perform its obligations
hereunder  and thereunder; and (v) the Lender shall have received, if requested,
the  Borrower's  Certificate and such other certificates and documentation as it
may  reasonably  request  with  respect  to  the  foregoing  and  opinions  from
Borrower's  counsel  updating  opinions  previously  delivered.

     (2)     Each of the giving of any Borrowing Notice and acceptance or use by
the  Borrower of the proceeds of any Advance shall be deemed for all purposes to
constitute  a  reaffirmation by the Borrower that, on the date of such Notice or
Advance,  as  the  case  may  be,  and  after  giving  effect thereto and to the
application  of  any  proceeds  therefrom,  the  statements set forth in Section
6.2(1)  are  true  and  correct.


<PAGE>


     SECTION  6.3     SUPPLEMENTAL  CONDITIONS PRECEDENT TO THE SECOND TRANCHE.
The  obligation  of  the  Lender  to  make  the Advance of the Second Tranche is
subject  to  the  fulfillment  of:  (i)  the  conditions  precedent set forth in
Sections  6.1  and  6.2;  and  (ii)  the  following  conditions  precedent:

   (a)  Michael  J.  Smith, Eduard Seligman, Roy Zanatta and Greg Elderkin shall
        have  been  elected  to  the  board  of  directors  of  the  Borrower;

   (b)  the  Lender  shall  have  received the resignations of Hubert Besner and
        Robert  Fratarcangelo  as  directors  of  the  Borrower;  and

   (c)  all the Pledged Securities shall have been registered in the name of, or
        as  directed  by, the Lender, all in a form or forms satisfactory to the
        Lender, and  the  Lender  shall  have  received notarially certified
        copies of the share registers  of  each of the Cybernet Companies or
        such other documents evidencing the  registration  in  the  name  of,
        or  as directed by the Lender, of all the Pledged  Securities,  in  a
        form  satisfactory  to  the  Lender.

     SECTION  6.4     SUPPLEMENTAL  CONDITIONS  PRECEDENT TO THE THIRD TRANCHE.
The obligation of the Lender to make the Advance of the Third Tranche is subject
to  the  fulfillment of: (i) the conditions precedent set forth in Sections 6.1,
6.2  and  6.3;  and  (ii)  the  following  conditions  precedent:

   (a)  the  Borrower shall have delivered a detailed restructuring plan in form
        and content satisfactory to the Lender, as determined in its sole
        discretion for its  current  indebtedness;  and

   (b)  the  Borrower's financial condition shall be satisfactory to the Lender,
        as  determined  in  its  sole  discretion.

     SECTION  6.5     CONDITIONS  SOLELY  FOR  THE  BENEFIT OF THE LENDER.  All
conditions  to  the obligations of the Lender to advance the Advances are solely
for the benefit of the Lender and no other Person shall have standing to require
satisfaction  of  any  condition  and  no  other  Person shall be deemed to be a
beneficiary  of any such condition, any and all of which may be freely waived in
whole  or  in  part by the  Lender, at any time that it deems it advisable to do
so.


                                   ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

     SECTION  7.1     REPRESENTATIONS  AND  WARRANTIES  BY  THE  BORROWER.  The
Borrower  represents  and  warrants  to  the  Lender  that:

   (a)   ORGANIZATION.  The  Borrower and each of the Cybernet Companies are
         duly incorporated  and  organized and are validly existing and in good
         standing under the  laws  of  their  respective  jurisdictions;


<PAGE>


   (b)  CORPORATE  POWER.  The  Borrower  has  full  corporate  right, power and
        authority  to  enter  into  and perform its obligations under each of
        the Credit Documents and the Borrower and each of the Cybernet Companies
        has full corporate right, power and authority to own and operate its
        properties and to carry on its respective  Business;

   (c)  CONFLICT  WITH  OTHER  INSTRUMENTS.  The  execution  and delivery by the
        Borrower  of  the  Credit  Documents  and  the  performance  of  its
        Obligations thereunder,  including,  without  limitation,  the  grant
        of  security over the Pledged Securities and the delivery thereof, and
        the performance of the terms of the  Security  Documents,  do not and
        will not: (i) conflict with or result in a breach  of  any  of  the
        terms,  conditions  or  provisions of: (A) its Charter Documents;
        (B) any applicable Law; or (C) any contractual restriction binding on
        or  affecting  the  Borrower  or its properties the breach of which
        would have a Material  Adverse  Effect;  or  (ii)  result  in,  or
        require or permit: (A) the imposition  of  any  Lien  on  or  with
        respect  to the properties now owned or hereafter  acquired  by the
        Borrower; or (B) the acceleration of the maturity of any Debt of the
        Borrower under any contractual provision binding on or affecting
        the  Borrower  which  would  have  a  Material  Adverse  Effect;

   (d)  AUTHORIZATION,  OFFICIAL  BODY APPROVALS.  The execution and delivery of
        each  of the Credit Documents and the performance by the Borrower and
        CID of its respective  obligations  thereunder  has  been  duly
        authorized by all necessary action  on the part of the Borrower and
        CID, as applicable, and no Authorization under  any  applicable  Law
        and  no  registration,  qualification, designation, declaration  or
        filing  with  any  Official  Body  having jurisdiction over the
        Borrower or  CID  is  or  was  necessary  therefor;

   (e)  EXECUTION  OF BINDING OBLIGATION.  This Agreement has been duly executed
        and  delivered by the Borrower, and this Agreement constitutes and the
        remaining Credit  Documents, when duly executed by the Borrower
        pursuant to this Agreement and  delivered  for value, will constitute,
        legal, valid and binding obligations of  the Borrower, enforceable in
        accordance with their respective terms, subject only  to:  (i) any
        applicable bankruptcy, insolvency, reorganization, moratorium or
        similar  laws  affecting  creditors'  rights  generally;  and  (ii)
        general principles of equity (regardless of whether such
        enforceability is considered in a  proceeding  in  equity  or  at
        Law);

   (f)  CONSENTS.  The  Borrower  and each of the Cybernet Companies possess all
        Consents  and  Authorizations  under  any  applicable Law which are
        necessary in connection  with  the operation of their respective
        Business, the non-possession of  which  could  reasonably be expected to
        have a Material Adverse Effect.  All such  Consents  and  Authorizations
        are in full force and effect and none of the Borrower  or any Cybernet
        Company is in default in any respect thereunder, which default  could
        have a Material Adverse Effect.  No action exists, is pending or
        threatened which has as its object the revocation, amendment or
        qualification of any  Consent  or  Authorization;


<PAGE>


   (g)  NO  VIOLATION  OF  AGREEMENTS.  None  of  the  Borrower nor any Cybernet
        Company is in default under any indenture, mortgage, deed of trust,
        agreement or other  instrument  to  which it is a party or by which
        it or any of its property may  be  bound,  which  default  could
        have  a  Material  Adverse  Effect;

   (h)  NO  LITIGATION.  Except  as  disclosed  on Schedule 7.1(h), there are no
        actions,  suits  or  proceedings  pending  or, to the knowledge of the
        Borrower, after  due enquiry, threatened against or affecting the
        Borrower or any Cybernet Company  (nor,  to  the  knowledge of the
        Borrower, after due enquiry, any basis therefor)  before any Official
        Body having jurisdiction over the Borrower or any Cybernet  Company
        which purport to or do challenge the validity or propriety of
        the  transactions  contemplated  by  the  Credit  Documents  or  the
        documents, instruments  or  agreements  executed  and  delivered in
        connection therewith or related  thereto,  or which if adversely
        determined could reasonably be expected to  have  a  Material
        Adverse  Effect;

   (i)  NO DEFAULTS.  None of the Borrower nor any Cybernet Company is in breach
        of  or  in  default  under:  (i) its Charter Documents; (ii) any
        applicable Law; (iii)  any  contract  or agreement binding on or
        affecting it or its property or assets  (including, without limitation,
        the Credit Documents); or (iv) any writ, judgment, determination or
        award binding on it or affecting it where such breach or  defect
        could,  in  the  case  of (ii), (iii) or (iv) above, have a Material
        Adverse  Effect;

   (j)  INFORMATION  DOCUMENTS.  The  information  contained  in the Information
        Documents,  including,  without  limitation,  the  description  of
        the  capital structure  of the Borrower and the Cybernet Companies as
        at the Closing Date, is true  and  accurate  in  all  material  respects
        and does not contain any untrue statement of a material fact. The
        Information Documents do not omit to state any fact  necessary  in
        order  to  make  any  of  the  information contained in the
        Information  Documents  not  misleading  in  all  material  respects;

   (k)  FINANCIAL STATEMENTS.  The Financial Statements of the Borrower and each
        of  the balance sheets and related statements of earnings, retained
        earnings and changes  in financial position of the Borrower for a
        Financial Year or a portion thereof  delivered to the Lender pursuant
        to Section 6.1(f) or from time to time in accordance herewith, fairly
        present the financial position of the Borrower as at  such  dates
        and  the  results  of  the  operations and changes in financial
        positions  of  the  Borrower  for  such  periods,  in  accordance
        with  GAAP;

   (l)  MATERIAL  CHANGES.  No  changes occurred or are continuing in respect of
        the  financial  condition of the Borrower from that set out in the
        most recently delivered  Financial  Statements  of  the  Borrower
        which could have a Material Adverse  Effect;  and no Law, regulation,
        rule or policy, or any change therein, has been enacted or proposed
        prior to the Closing Date which may have a Material Adverse  Effect;


<PAGE>


   (m)  INSOLVENCY.  The  Borrower  and  each  of the Cybernet Companies are not
        insolvent  as at the date hereof as determined by the statutes
        applicable to the Borrower  and  each  of  the  Cybernet  Companies;

   (n)  TITLE TO PLEDGED SECURITIES.  Except as disclosed on Schedule 7.1(h) and
        Schedule  7.1(n), the Borrower is the sole owner of, and has good and
        Marketable title  to  the  Pledged  Securities  free  and clear of all
        encumbrances and the Security  will  constitute  a first fixed charge
        on the Pledged Securities.  The Pledged  Securities are fully-paid
        and non-assessable and are not subject to any voting  trust,
        shareholder  agreement  or  voting  agreement;

   (o)  NO  AGREEMENTS  TO  PURCHASE.   No  Person  has  any  agreement or right
        capable  of  becoming  an  agreement for the purchase of any Pledged
        Securities;

   (p)  OWNERSHIP  OF  SHARES AND SHARE CAPITAL.  The Borrower is the sole owner
        of  all  of  the  outstanding  share  capital of each of the Cybernet
        Companies, except  BNS  which  the  Borrower  owns  27%  of  the
        outstanding share capital;

   (q)  OPTIONS.  Except  as disclosed in the Borrower's proxy statement for the
        March  12,  2002  shareholders'  meeting, no Person, firm or corporation
        has any agreement  or any right capable of becoming an agreement for the
        purchase of any unissued  shares  or  other  securities  of  any
        Cybernet  Company;

   (r)  RESTRICTIONS  ON DOING BUSINESS.  The Cybernet Companies are not subject
        to  any legislation or any judgment, order or requirement of any court
        or agency which is not of general application to Persons carrying on a
        business similar to theirs.  There are no facts or circumstances which
        could have a Material Adverse Effect  upon the ability of any of the
        Cybernet Companies to continue to operate its  Business,  operations
        and  affairs  as  presently  conducted;

   (s)  TITLE  TO  PROPERTY.  The  property and assets of the Cybernet Companies
        are  owned  beneficially  by  the  Cybernet  Companies  as the
        beneficial owners thereof  with  good  and  marketable  title  thereto;

   (t)  TAXES.  All  applicable taxes due and payable for which the Borrower and
        the  Cybernet  Companies  may  be  liable  have  been  paid,  including,
        without limitation, social security withholding taxes and other
        withholding taxes, value added  taxes,  source  deductions, goods and
        services taxes, excise taxes, share transfer  taxes,  property  taxes,
        duties,  levies,  assessments and other such charges,  including  any
        penalties,  interests  and fines with respect thereto, payable  by
        the  Borrower  or  the  Cybernet  Companies  to  any  government or
        governmental  agency,  authority,  board,  bureau  or  commission,
        domestic  or foreign;

   (u)  SHAREHOLDER  REPAYMENTS.  None  of  the Cybernet Companies have made any
        payments  or repayments to the Borrower or other Cybernet Companies
        which are or would  be  considered  to  be  equity replacing
        shareholder loans, hidden profit


<PAGE>


        distributions  or  would  result in
        the Borrower becoming liable to the Cybernet Companies  in  its
        capacity  as  a  shareholder;

   (v)  ABSENCE  OF  CHANGES.  Since  the  date  of  the most recently delivered
        Financial  Statements  of  the  Borrower,  each of the Borrower and
        the Cybernet Companies  has  carried  on  its  Business,  operations
        and affairs only in the ordinary  and  normal course consistent with
        past practice and, without limiting the  generality  of  the
        foregoing,  there  has  not  been:

        (i)  any  declaration,  setting  aside  or  payment  of any dividend
             or other Distribution  with  respect  to any shares in the
             capital of any of the Cybernet Companies or any direct or
             indirect redemption, purchase or other acquisition of any  such
             shares;  and

        (ii) any  issuance or sale by any of the Cybernet Companies, or any
             contract entered  into  by  any of the Cybernet Companies for
             the issuance or sale of any shares  in  the  capital of, or
             securities convertible into, or exercisable for, shares  in
             the  capital  of  the  Borrower.


                                   ARTICLE 8
                            COVENANTS OF THE BORROWER

     SECTION 8.1     AFFIRMATIVE COVENANTS.  Until the Obligations are paid and
satisfied  in  full  and  this Agreement has been terminated, the Borrower shall
(or,  if  applicable, shall cause the relevant action to take place), unless the
Lender  otherwise  consents in accordance with the provisions of this Agreement:

   (a)  FINANCIAL  REPORTING.  Deliver  to  the  Lender  (except  as  otherwise
        provided  herein)  in  reasonable  detail  the following information
        prepared in accordance with GAAP and certified by a senior officer of
        the Borrower as being, to the best of his knowledge after due enquiry,
        true and correct in all material respects:  (i)  as soon as available
        at the end of each Financial Quarter of the Borrower  and  in  any
        event  within  45  days  thereafter,  for  the Borrower, consolidated
        quarterly  Financial  Statements,  as at the end of such Financial
        Quarter,  for such Financial Quarter, setting forth, in each case in
        Comparative form,  the  figures  for the previous year's corresponding
        Financial Quarter and the  Financial  Year  to  date,  together  with
        any information furnished to the shareholders  of  the  Borrower,
        including,  without  limitation,  reports, information circulars and
        proxy statements; (ii) as soon as available and in any event  within
        90  days  after the end of each Financial Year of the Borrower, a
        copy  of the consolidated and unconsolidated audited Financial
        Statements of the Borrower  for  the  respective  Financial  Year,
        together  with any information furnished  to  the  shareholders of
        the Borrower, including, without limitation, reports,  information
        circulars  and  proxy  statements;  and  (iii) such other financial
        statements  and information respecting the Borrower as may reasonably
        be  requested  by  the  Lender  from  time  to  time;


<PAGE>


   (b)  ADDITIONAL  REPORTING.  Deliver  to  the  Lender:  (i) promptly upon the
        Borrower  obtaining knowledge of any Default or Event of Default,
        written notice specifying  the  nature  thereof and the action the
        Borrower proposes to take or has  taken  with  respect thereto; and
        (ii) promptly upon the Borrower obtaining knowledge  of  the
        commencement  thereof,  written  notice  of  any litigation,
        including  arbitration,  and of any proceedings before any Official
        Body against the  Borrower or any of the Cybernet Companies where the
        amount involved exceeds euro  100,000;

   (c)  CORPORATE  EXISTENCE.  Preserve  and  maintain,  and  cause  each of the
        Cybernet  Companies to preserve and maintain, in full force and effect:
        (i) its corporate  existence and all qualifications to carry on the
        Business, including, without  limitation, all rights (statutory and
        other); and (ii) all Consents and Authorizations relating thereto,
        non-compliance with which could have a Material Adverse  Effect;

   (d)  COMPLIANCE  WITH  LAWS,  ETC.  Comply,  and  cause  each of the
        Cybernet Companies  to  comply,  with all applicable Laws
        non-compliance with which could have  a  Material  Adverse  Effect;

   (e)  PAYMENT  OF  TAXES AND CLAIMS.  Pay and discharge, and cause each of
        the Cybernet  Companies  to  pay  and  discharge,  before  the
        same  shall  become delinquent:  (i)  all  Taxes,  assessments  and
        Official Body charges or levies imposed  upon  or  in  respect  of
        the Business or any of the Borrower's or any Cybernet  Company's
        assets or properties; and (ii) all lawful claims (including,
        without  limitation,  claims for labour, materials, supplies or
        services) which, if  unpaid,  might  become  a  Lien  upon  or  in
        respect of the Business or the Borrower's or any Cybernet Company's
        assets or properties; except, in each case, any such Tax, assessment,
        charge, levy or claim which is being contested in good faith
        by proper proceedings and for which the Borrower or any Cybernet
        Company, as  the case may be, has maintained adequate reserves
        therefor and no Liens have attached;

   (f)  KEEPING OF BOOKS.  Keep, and cause each Cybernet Company to keep,
        proper books  of  record  and  account  in  respect  of the
        Business, in which full and correct  entries  shall be made of all
        financial transactions and the assets and operations  in  respect
        of  the  Business  in  accordance  with  GAAP;

   (g)  VISITATION,  INSPECTION,  ETC.  Permit  the Lender or any representative
        thereof  on  reasonable notice to visit and inspect the Business, to
        examine the books and records and to make copies and take extracts
        therefrom, and to discuss the  affairs,  finances  and  accounts  in
        respect of the Business and statutory withholdings,  remittances  and
        payments  applicable  to  the Borrower and each Cybernet Company with
        the officers of the Borrower and each Cybernet Company and to  inspect
        the  Business  to  ensure  compliance  with  all  Laws  at all such
        reasonable  times  during  normal office hours and as often as the
        Lender or any representative  thereof  may  reasonably  request;


<PAGE>


   (h)  NOTICE OF DEFAULT.  Promptly notify the Lender in writing of any Default
        or Event of Default or any default, or event, condition or occurrence
        which with notice  or  lapse  of  time,  or  both,  would  constitute
        a default, under any agreement  for borrowed money to which the Borrower
        or any Cybernet Company is a party  and  under  which the Borrower or
        any such Cybernet Company owes at least euro  100,000  or  the
        equivalent amount  in  another  currency;

   (i)  MAINTAIN  TITLE.  Maintain, and cause each Cybernet Company to maintain,
        and, as soon as reasonably practicable, defend and take, and cause each
        Cybernet Company  to  defend and take, all action necessary or advisable
        at any time, and from  time to time, to maintain, defend, exercise or
        renew its respective right, title  and  interest  in  and  to  all  of
        its  property  and  assets;

   (j)  USE  OF PROCEEDS.  Use the proceeds of the Advances made available to it
        hereunder  for  the  purposes  set  out  in  Section  2.1;

   (k)  PAY  OBLIGATIONS TO LENDER AND PERFORM OTHER COVENANTS.  Make, and cause
        each  Cybernet  Company  to  make,  full  and  timely payment of its
        Obligations hereunder,  whether  now existing or hereafter arising, and
        duly comply with the terms and covenants contained in each of the Credit
        Documents, all at the times and  places  and in the manner set forth
        therein after giving effect to all applicable grace periods provided for
        therein, and at all times take all action necessary to maintain the
        Liens provided for under or pursuant to this Agreement and  the
        Security Documents as valid and perfected first Liens on the property
        intended to be covered thereby and supply all information to the Lender
        which is reasonably  necessary  for  such  maintenance;

   (l)  NOTICES  OF OFFICIAL BODY ACTION.  Promptly notify the Lender in writing
        of any notice of any action by any Official Body or any action, suit,
        proceeding or  investigation  (or  any  basis therefor) pending, or to
        the knowledge of the Borrower  threatened,  against or affecting the
        Borrower or any Cybernet Company before  any Official Body, where the
        amount involved exceeds euro 100,000 or the equivalent  amount  in
        another  currency;

   (m)  FURTHER  ASSURANCES.  At  its  cost  and  expense,  upon  request by the
        Lender, duly execute and deliver, or cause to be duly executed and
        delivered, to the Lender, such further instruments and do and cause to
        be done such other acts as  may  be necessary or proper in the
        reasonable opinion of the Lender to carry out more effectually the
        provisions and purposes of this Agreement and the other Credit
        Documents.

     SECTION  8.2     NEGATIVE  COVENANTS.  Until  the Obligations are paid and
satisfied in full and this Agreement has been terminated, the Borrower shall not
(or  if  applicable  shall not permit the relevant action to take place), unless
the  Lender  otherwise  consents  in  accordance  with  the  provisions  of this
Agreement:


<PAGE>


   (a)  DEBT.  Create,  incur,  assume or suffer to exist, or cause or allow any
        Cybernet  Company  to  create, incur, assume or suffer to exist,
        contingently or otherwise,  any  debt  other  than  Debt  created  by
        this  Agreement;

   (b)  CHANGE  IN  NATURE  OF  BUSINESS.  Make  or permit to exist, or allow or
        cause  any  Cybernet  Company to make or permit to exist, any change,
        condition, event or occurrence  in or with respect to the nature of the
        Business which when taken  individually  with  all  other changes,
        conditions, events or occurrences could  reasonably  be  expected  to
        have  a  Material  Adverse  Effect;

   (c)  MERGERS,  ETC.  Without  the  prior  written consent of the Lender, such
        consent  not  to be unreasonably withheld, enter into or agree to enter
        into, or allow,  cause  or  suffer  any Cybernet Company to enter into
        or agree  to enter into,  any  transaction  (whether  by  way  of
        reconstruction,  reorganization, consolidation,  combination,
        amalgamation,  merger,  transfer,  sale,  lease, modification  or
        otherwise)  whereby:  (i)  all  or  substantially  all  of the
        Borrower's  or  such  Cybernet  Company's  undertaking,  property or
        assets will become  the property of any other Person or the continuing
        corporation resulting therefrom;  (ii)  there  would be permitted any
        change in the direct or indirect control  of  the  Borrower  or  any
        Cybernet  Company;  or  (iii) the corporate structure  of  the
        Borrower or any Cybernet Company would be modified, changed, altered
        or  amended  in  any  manner;

   (d)  DISPOSAL  OF  ASSETS.  Sell,  exchange,  lease,  release  or  abandon or
        otherwise dispose of, or allow or cause any Subsidiary to sell,
        exchange, lease, release  or abandon or otherwise dispose of, any of its
        property or assets other than:

       (i)  property  or  assets  (including,  without  limitation, all
            property and assets  which have become unservicable, unnecessary
            or undesirable in connection with  the  Business  and which are
            replaced (to the extent that prudent business practice  dictates
            such  replacement)  with  other property which has a similar
            usefulness  to the Business at the time of such replacement) having
            an aggregate book  value  (or  aggregate  value of net proceeds on
            such disposal) of not more than euro 100,000 based on the greater
            of net book value or the value determined by  the  sale,
            exchange,  lease,  release or other disposal of such property or
            asset;  and

       (ii) property  or  assets  that are inventory and which are sold,
            exchanged, leased,  released  or  disposed  of  in  the  ordinary
            course  of  business.

   (e)  DISTRIBUTIONS.  Make,  allow,  cause  or  suffer any Cybernet Company to
        make  any  payment  on  account  of  a redemption or a distribution or
        return of capital  (including,  without  limitation,  cash  dividends
        or any repayment of shareholder  loans or Distributions) to any
        shareholder or holder of securities;

   (f)  LOANS  AND  INVESTMENTS.  Except as permitted pursuant to the provisions
        of  this  Agreement,  make, allow, cause or suffer any Cybernet Company
        to make, other  than in the normal course of business and for purposes
        of carrying on the same, any loans or advances, whether secured or
        unsecured, to any Person or make or  commit to make any capital
        contributions to or any purchase of any shares or any other equity
        investments in any other Person, including, without limitation,
        any  business  acquisition  or  hostile  take-over bid in respect of
        any Person;


<PAGE>


   (g)  BOARD  NOMINEES.  The  board  of  directors  of  the  Borrower shall not
        rescind  or  cancel  the  resolution  of  the  board approving the
        nomination of Michael J. Smith, Eduard Seligman, Roy Zanatta and Greg
        Elderkin for election to serve  as  directors  of  the Borrower at the
        stockholders meeting scheduled for March  12,  2002;

   (h)  SUBSIDIARIES.  Create, or allow or cause any Cybernet Company to create,
        any  Subsidiaries  without  the  prior  written  consent  of  the
        Lender;  and

   (i)  AGREEMENTS  WITH  RELATED  PARTIES.  Enter  into  any agreement with any
        Related Party without the prior written consent of the Lender or allow,
        cause or suffer  any  Cybernet Company to enter into, any agreements or
        arrangements with any  Related  Party  without  the  prior  written
        approval  of  the independent directors  of  such Cybernet Company or
        permit or suffer any Cybernet Company to enter  into, any agreements or
        arrangements with any Related Party without first receiving an opinion
        as to the fairness, from a financial point of view, of such transaction
        to  such  Cybernet Company issued by an independent U.S. nationally
        recognized  appraisal, accounting or investment banking firm
        satisfactory to the Lender,  provided  that  the Lender shall be
        eligible to provide such opinion at the  request  of  the  Borrower.


                                   ARTICLE 9
                                EVENTS OF DEFAULT

     SECTION  9.1     EVENTS  OF  DEFAULT.  An  Event  of  Default  shall  have
occurred  and  be  continuing  in  respect  of  the  Borrower  if:

   (a)  PAYMENT  OF  PRINCIPAL.  The  Borrower shall fail to pay the Outstanding
        Amount  or  any  portion thereof outstanding hereunder when the same
        becomes due and  payable;

   (b)  PAYMENT  OF  INTEREST, ETC.  The Borrower shall fail to pay any Interest
        hereunder  when  the  same becomes due and payable or the Borrower
        shall fail to pay  any  fees or other amounts hereunder when the same
        becomes due and payable, and  in any such case, the failure shall
        remain unremedied for a period of three Banking  Days  following
        notice  from  the  Lender  to  the  Borrower;

   (c)  REPRESENTATIONS  AND  WARRANTIES  INCORRECT.  Any  representation  or
        warranty  made  by  the  Borrower  herein or in any other Credit
        Document or any representation,  warranty  or  certification made by
        the Borrower (or any of its officers)  in  any certificate or other
        writing delivered in connection with any of  the Credit Documents, or
        any representation or warranty deemed to be made by the  Borrower
        provided


<PAGE>


        herein or therein, shall prove to have been incorrect in
        any  material  respect  when  made  or  deemed  to  be  made;

   (d)  FAILURE  TO PERFORM CERTAIN COVENANTS.  The Borrower shall fail, or fail
        to  cause  any  Cybernet  Company,  to  observe any of the negative
        covenants or financial  covenants  contained  in  the  Credit
        Documents  including,  without limitation,  in  Section  8.2  of
        this  Agreement;

   (e)  FAILURE  TO  PERFORM OTHER COVENANTS.  Except as otherwise provided, the
        Borrower  shall fail to perform or observe any other term, covenant or
        Agreement contained  in  any  of  the  Credit  Documents  and  such
        failure  shall remain unremedied  for  15  days,  if  such  term,
        covenant or agreement is reasonably capable  of  being remedied in such
        period (or if such failure is not reasonably capable  of  being
        remedied  within 15 days, the Borrower has not commenced all
        reasonable  steps  to  remedy  the default within such 15 day period
        and has not diligently  pursued  such  steps  until  the  remedy  of
        such  failure has been achieved);

   (f)  FAILURE  TO  PAY  DEBTS  TO THIRD PARTIES.  The Borrower or any Cybernet
        Company  shall  fail  to pay the principal of or premium or interest
        on any Debt which  is outstanding in an aggregate principal amount in
        excess of euro 200,000 (or  the  equivalent amount in any other
        currency) in respect of the Borrower or such  Cybernet  Company  when
        the  same  becomes  due  and  payable (whether by scheduled  maturity,
        required prepayment, acceleration, demand or otherwise) and such failure
        shall continue after the applicable grace period, if any, specified
        in  the  agreement or instrument relating to such Debt; or any other
        event shall occur  or  condition  shall exist, and shall continue after
        the applicable grace period,  if  any,  specified in the agreement or
        instrument relating to any such Debt,  if  the  effect of such event or
        condition is to accelerate, or to permit the  acceleration  of,  the
        maturity  of  Debt  of the Borrower or any Cybernet Company  which  is
        outstanding  in an aggregate principal amount exceeding euro 100,000
        (or  the  equivalent  amount  in  any  other  currency);

   (g)  EVENT  OF BANKRUPTCY.  The Borrower or any Cybernet Company shall commit
        or  permit  to  exist  any Event of Bankruptcy in respect of the
        Borrower or any such  Cybernet  Company;

   (h)  JUDGMENTS.  Any  judgment or order for the payment of money in excess of
        euro  100,000  in  respect  of  the  Borrower  or  any Cybernet Company
        shall be  rendered  against  the  Borrower  or  any  Cybernet  Company
        and  either:  (i) enforcement  proceedings  shall  have  been  commenced
        by any creditor upon such judgment  or  order;  or  (ii)  there shall be
        any period of 15 consecutive days during  which  a  stay  of enforcement
        of such judgment or order, by reason of a pending  appeal  or
        otherwise, shall  not  be  in  effect;

   (i)  UNENFORCEABILITY.  This  Agreement  or any Credit Document shall, at any
        time  after execution and delivery, and for any reason (other than in
        accordance with  its  respective  terms  or with the consent of the
        Lender), cease to be in full  force and


<PAGE>


        effect or shall be declared to
        be null and void, or the validity or enforceability of any thereof shall
        be contested by the Borrower or any other party  thereto,  or  the
        Borrower or any other such party shall deny that it has any  further
        liability  or  obligation  thereunder;

   (j)  CHALLENGE  TO SECURITY.  Any of the Security shall at any time after the
        execution  and  delivery  of  the  relevant Security Document and for
        any reason (other  than  with  the  consent  of the Lender) cease to
        constitute a valid and subsisting  Lien  in respect of the assets and
        properties referred to therein or cease  to  rank  in  priority or in
        the manner contemplated herein other than by reason  of  an  act  or
        omission  of  the  Lender;

   (k)  CEASING  TO  CARRY  ON  BUSINESS.  The  Borrower or any Cybernet Company
        shall  cease to carry on its Business or any material part of the
        Business to be conducted  by  it;

   (l)  EXPROPRIATION.  All  or substantially all of the assets or properties of
        the  Business  of  the  Borrower  or  any  Cybernet Company shall be
        taken by an Official  Body  by  the  exercise of any power of
        expropriation, condemnation or eminent  domain;

   (m)  MATERIAL  ADVERSE  EFFECT.  There occurs any change, condition, event or
        occurrence  which,  when  considered  individually  or  together  with
        all other changes,  conditions, events or occurrences could reasonably
        be expected to have a  Material  Adverse  Effect;  or

   (n)  CHANGE  OF  CONTROL.  A  change  of  Control  occurs with respect to the
        Borrower  or  any  Cybernet  Company  by  contractual  or  other  means,

then,  other than as specifically provided herein, in any such event, the Lender
may  by  notice to the Borrower: (i) cancel all the obligations of the Lender in
respect  of  the  Commitment  (whereupon no further Advances may be made and any
Borrowing  Notice  or  request  made  with respect to an Advance occurring on or
after  the  date  of  such  Notice  or request shall cease to have effect); (ii)
declare  the  Obligations  under  the Agreement to be forthwith due and payable,
whereupon  the  same  shall  become  and  be  forthwith due and payable, without
presentment,  demand,  protest  or  further notice of any kind, all of which are
expressly  waived  by the Borrower; and (iii) take all steps and proceedings as,
in the opinion of the Lender or the Security Agent are necessary or desirable to
preserve  or  protect  the  Security,  including,  without  limitation, steps or
proceedings  to  cure  defaults or advance monies for the purposes of preserving
the  Business.  Upon  the  occurrence  of  any event described in Section 9.1(g)
above,  the  Outstanding  Amount and all Interest, fees and other amounts due to
the  Lender  hereunder  shall  thereupon become and be forthwith due and payable
without  declaration, presentment, demand, protest or notice of any kind, all of
which  are  expressly  waived  by  the  Borrower.

     SECTION  9.2     CURE OF DEFAULT.  The Lender and the Security Agent shall
have the right, but shall not be obligated, from time to time while a Default or
Event  of Default shall have occurred and remain continuing, to take in its name
or  in  the  name  of the Borrower or otherwise such action as it shall consider
necessary  or desirable to cure or rectify such Default or Event of Default and,
in  so doing, the Lender and the Security Agent shall not incur any liability to
the Borrower if any such


<PAGE>


action taken by the Lender or the Security Agent on the
Borrower's  behalf  shall  prove to be in whole or in part inadequate or invalid
and  the  Borrower  shall  indemnify  and hold the Lender and the Security Agent
harmless  from  and  against  any  loss, costs, liability or expense (including,
without  limitation, reasonable fees on a solicitor and a solicitor's own client
basis and disbursements of counsel) paid, suffered or incurred by the Lender and
the  Security  Agent  in  connection  therewith  or  arising  therefrom.


                                   ARTICLE 10
                                 SECURITY AGENT

     SECTION  10.1     APPOINTMENT.  The  Lender hereby irrevocably appoints the
Security  Agent  to act as its agent and trustee under the Security Documents to
which  the  Security  Agent is a party and authorizes the Security Agent to take
such  action  on  its behalf and to exercise and enforce such rights, powers and
discretions  as  are expressly or by implication delegated to the Security Agent
by  the  terms thereof and such rights, powers and discretions as are reasonably
incidental  thereto.

     SECTION  10.2     CHANGE  OF SECURITY AGENT.  The Security Agent may resign
at  any  time by giving not less than 30 days prior written notice to the Lender
and  the  Borrower.  The  Lender  shall  have  the  right to appoint a successor
security  agent,  but  if it does not do so within the 30 day notice period, the
Security  Agent  may do so on its behalf.  The resignation of the Security Agent
shall not take effect until a successor security agent has been appointed.  Upon
such  appointment,  the  successor  security  agent  shall succeed to and become
vested  with  all  of the rights, powers, discretions and duties of the retiring
Security  Agent.

     SECTION  10.3     AGENCY.  In respect of its duties and functions hereunder
and  under  the  Security Documents the Security Agent shall be considered to be
acting  solely  as  an  agent  of the Lender in an administrative capacity only.

     SECTION  10.4     DUTIES  OF  SECURITY  AGENT.  The  Security  Agent shall:

   (a)  promptly  account to the Lender for all payments received by it from the
        Borrower  or  otherwise in connection with the Credit Facility and in
        Connection with  the  provisions  of  this  Agreement;

   (b)  promptly  inform  the  Lender  of  the contents of any document which it
        receives in respect of the Credit Facility which it considers to be
        material and of  any  Event  of  Default  of  which  it  has  actual
        knowledge;  and

   (c)  take or refrain from taking any action in accordance with the lawful and
        proper  instructions  of  the  Lender.

     SECTION  10.5     SECURITY  AGENT  PERFORMANCE.  The  Security  Agent  may:

   (a)  perform any of its duties and functions hereunder through its directors,
        officers,  employees  or  agents;


<PAGE>


   (b)  engage  and  pay  for  the advice or services of lawyers, accountants or
        other  experts  and professional advisors as it considers necessary or
        desirable and  rely  and  act  upon  such  advice;

   (c)  refrain from exercising any of its rights, powers and discretions unless
        and  until  instructed  by  the  Lender;  and

   (d)  assume  that  no  Event  of  Default or prospective Event of Default has
        occurred  and that no party is in breach of its obligations under this
        Agreement or any of the Security Documents unless it has actual
        knowledge to the contrary.

     SECTION  10.6     TRUSTEE.  The  Security  Agent shall hold its interest in
the  Security  Documents  as trustee for and on behalf of and for the benefit of
the  Lender.


                                   ARTICLE 11
                                   ASSIGNMENTS

     SECTION  11.1     (1)     The  Borrower  acknowledges  that the Lender may,
from  time  to  time,  sell  and  assign  all or any portion of the Advances and
extensions of credit made and to be made to the Borrower hereunder at such times
and  upon  such  terms as it may determine, without any obligation to obtain any
consent  from  the  Borrower  or  any  other  Person.

     (2)     The  Borrower  authorizes  the  Lender  to  disclose  to  any  such
purchasing  lender (each, a "Transferee") and any prospective Transferee any and
all  financial  information  in such Lender's possession concerning the Borrower
which has been delivered to such Lender by or on behalf of the Borrower pursuant
to  this Agreement or which has been delivered to such Lender by or on behalf of
the  Borrower in connection with such Lender's credit evaluation of the Borrower
prior  to  entering into this Agreement, provided that such Transferee agrees to
hold  such  information  in  confidence  in the ordinary course of its business.

     SECTION  11.2     The  Lender shall have the right at any time to assign to
one  or more Persons, commercial finance lenders or other financial institutions
all  or  a  portion  of  its  rights  and obligations under this Agreement. Upon
execution  of  an  assignment and transfer agreement (a) the assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder
have  been  assigned  to  it  pursuant  to  such assignment, have the rights and
obligations  of  the  Lender  hereunder, and (b) the Lender shall, to the extent
that  its  rights and obligations hereunder have been assigned by it pursuant to
such  assignment,  relinquish  its  rights  and be released from its obligations
under  this  Agreement.  The Borrower shall, if necessary, execute any documents
reasonably  required  to  effectuate  the  assignments.


<PAGE>


                                   ARTICLE 12
                                  MISCELLANEOUS

     SECTION 12.1     RECORDS.  The unpaid amount of the Credit Facility and the
unpaid Interest accrued thereon shall at all times be ascertained from the books
and  records  of  the  Lender,  which shall be conclusive absent manifest error,
fraud,  dishonesty  or improper conduct, and a certificate of any officer of the
Lender  as  to  such  records  shall  be  conclusive  evidence  of such records.

     SECTION  12.2     BROKERAGE.  The Lender represents that it has not engaged
any broker in connection with this Agreement.  The Lender shall not be liable in
any  way  for  the payment of any brokerage fees or commissions to any broker or
other  Person entitled or claiming to be entitled to same in connection herewith
and  the transactions contemplated hereby, and the Borrower by acceptance hereof
agrees  to  hold  the  Lender  harmless  from  all  claims for brokerage fees or
commissions  which  may be made in connection with the transactions contemplated
hereby.

     SECTION  12.3     NOTICES,  ETC.     (1)     Except  as otherwise expressly
provided  herein,  all notices, requests, demands, directions and communications
by  one  party  to  the  other  shall  be  sent by facsimile or similar means of
recorded  communication  or  hand  delivery,  and  shall  be effective when hand
delivered  or,  in  the  case  of  facsimile  or  similar  means  of  recorded
communication, when received.  All such notices shall be given to a party at its
address given on the signature page of this Agreement, or in accordance with any
unrevoked  written  direction  from  such party to the other party in accordance
with  this  Section  12.3(1).

     (2)     Except as otherwise provided hereunder, all deliveries of Financial
Statements  and  other  documents  to  be  made  by  the  Borrower to the Lender
hereunder  shall  be  made  by  making delivery of such Financial Statements and
documents  directly  to the Lender at its address set out on the signature pages
of  this Agreement, or to such other address as the Lender may from time to time
notify to the Borrower.  All such deliveries shall be effective only upon actual
receipt.

     SECTION  12.4     REIMBURSEMENT  FOR  CERTAIN  EXPENSES.     (1)     The
Borrower  shall  pay or cause to be paid and shall indemnify and save the Lender
and  the  Security  Agent  harmless  against  liability  for  the payment of all
reasonable  out-of-pocket  expenses,  including,  without  limitation:

   (a)  counsel,  assessment  or  compliance  review  fees  and  disbursements
        (including  legal  fees  and  disbursements on a solicitor and a
        solicitor's own client  basis)  incurred by the Lender or the Security
        Agent in connection with: (i) the development, preparation, execution
        and interpretation of this Agreement and  the  other  Credit  Documents
        or  any agreement or instrument contemplated hereby  or thereby; (ii)
        on-site inspections by the Lender or the Security Agent or its
        representatives required in connection with the enforcement of the
        Credit Documents;  (iii)  advice  of  counsel to the Lender and the
        Security Agent with respect  to  the  administration of the Credit
        Facility, the Credit Documents or any  transaction  contemplated
        hereunder or thereunder; (iv) the enforcement or preservation  of rights
        under or the refinancing, renegotiation or restructuring of  the
        Obligations  under  this  Agreement  or any obligations under the other
        Credit  Documents or any agreement or instrument contemplated hereby or
        thereby; (v)  stamp  taxes  and custodian fees incurred and chargeable
        in connection with the Pledged Securities if charged to the Lender or


<PAGE>


        the Security Agent by a third party;  or  (vi)  any  requested
        amendments, waivers or consents pursuant to the provisions  hereof  or
        of the other Credit Documents, including such expenses as may  be
        incurred  by  the Lender or the Security Agent in the collection of the
        Obligations  or  any  litigation, proceeding, dispute or so-called
        "work-out" in any  way  relating  to  the  Obligations  or  the
        Credit  Documents;  and

   (b)  all  such  expenses  in  connection  with: (i) the Borrower's failure to
        complete  the Credit Facility or to make any payment, repayment or
        prepayment on the  date  required  hereunder or specified by it in any
        notice given hereunder; (ii) the Borrower's failure to pay any amount
        including, without limitation, any Interest  or  fees,  due under any
        Credit Document on its due date; or (iii) the Borrower's  failure  to
        give any notice required to be given by it to the Lender hereunder.

The  obligations  of the Borrower under Section 11.4 shall survive the making of
the  Advances and the payment and satisfaction of the indebtedness and liability
of  the  Borrower  to  the  Lender  pursuant  to  this  Agreement.

     (2)     The  Lender  and  the  Security  Agent  shall  be reimbursed on the
Closing  Date  for  legal fees and disbursements incurred in connection with the
negotiation,  preparation,  execution  and  delivery  of  this Agreement and the
Credit  Documents  to  the  Closing  Date.

     SECTION  12.5     NO  WAIVER;  REMEDIES.  No  failure  on  the  part of the
Lender,  the  Security  Agent  or  the  Borrower  to  exercise,  and no delay in
exercising,  any  right  under  any  of  the Credit Documents shall operate as a
waiver  thereof; nor shall any single or partial exercise of any right under any
of  the  Credit  Documents preclude any other or further exercise thereof or the
exercise  of  any  other right.  The remedies herein provided are cumulative and
not  exclusive  of  any  remedies  provided  by  Law.

     SECTION  12.6     CONFIDENTIALITY.  Subject  to the next following
sentence, the Lender  agrees  to use reasonable efforts to ensure that any
Financial Statement or  other  information  relating  to  the  Business,
properties  or condition, financial  or  otherwise, of the Borrower or the
Cybernet Companies which may be delivered  to the Lender pursuant to this
Agreement which is not publicly filed, distributed  to  shareholders of the
Borrower or otherwise made available to the public  generally  (and which is
not independently known to the Lender) will, to the  extent  permitted  by
Law, be treated confidentially by the Lender and will not,  except  as
provided  for  herein  or with the consent of the Borrower, be distributed
or  otherwise made available by the Lender to any Person other than the
Lender's employees, authorized agents, counsel or representatives, who shall
be  made  aware  of  the confidential nature of such information.  The Lender
is hereby  authorized  to  deliver  a  copy  of any Information Document,
Financial Statements  or  any  other  information relating to the Business,
operations, or financial  condition of the Borrower and its Subsidiaries
which may be furnished to  it  under  this  Agreement  or otherwise  to:
(i) any Official Body having jurisdiction  over  the  Lender, if  required
by  such Official Body; (ii) any Subsidiary  or  Affiliate  of the  Lender
to whom such information needs to be disclosed  by  reason  of internal
credit policy or for any other proper reason directly  related  to  the
advancement  of  the  intents  and  purposes of this Agreement;  and
(iii) any proposed assignee hereunder.  Any such Official Body, Subsidiary
or Affiliate or assignee to whom such information is disclosed shall be  made
aware  of  the  confidential  nature  of  such  information.


<PAGE>


     SECTION  12.7     TAXES,  COSTS,  ETC.     (1)     All  payments  by  the
Borrower  under this Agreement and the other Credit Documents shall be made free
and  clear of, and without deduction or withholding for, Taxes unless such Taxes
are  required  by  Law  to  be  deducted  or withheld.  If the Borrower shall be
required  by  Law  to deduct or withhold any Taxes from or in respect of any sum
payable  under this Agreement or the other Credit Documents: (i) the sum payable
shall  be  increased  as  may  be  necessary  so  that after making all required
deductions  or  withholdings  applicable  to  additional amounts paid under this
Section) the Lender receives an amount equal to the sum they would have received
if  no deduction or withholding had been made; (ii) the Borrower shall make such
deductions  or  withholdings;  and  (iii) the Borrower shall pay the full amount
deducted  or  withheld  to the relevant taxation authority or other authority in
accordance  with  applicable  Law.

     (2)     The  Borrower shall pay all Taxes which arise from any payment made
under  any  of  the  Credit  Documents  or  from  the  execution,  delivery  or
registration  of,  or  otherwise  in  respect  to,  any of the Credit Documents.

     (3)     The  Borrower  shall indemnify and save harmless the Lender for the
full  amount  of Taxes levied by any jurisdiction on, or in relation to, any sum
received  or  receivable  hereunder  by the Lender (other than income or capital
taxes).  Payment  under  this  indemnification shall be made within 30 days from
the  date  the  Lender  makes  written demand therefor.  A certificate as to the
amount of such Taxes submitted to the Borrower by the Lender shall be conclusive
evidence,  absent  manifest  error,  of  the amount due from the Borrower to the
Lender.

     (4)     Without  prejudice  to  the  survival  of  any  other  agreement or
obligations  of  the  Borrower  hereunder, the obligations of the Borrower under
this  Section  shall  survive  the payment in full of the Outstanding Amount and
Interest  thereon.

     SECTION  12.8     RIGHT  OF  SET-OFF.  Upon  the  occurrence and during the
continuance of any Event of Default the Lender shall have the right, at any time
and  from  time  to time, to the fullest extent permitted by Law, to set-off and
apply  any  and all deposits (general or special, time or demand, provisional or
final)  at  any time held and other indebtedness at any time owing by the Lender
to  or for the credit or the account of the Borrower, against any and all of the
obligations  of  the  Borrower now or hereafter existing under any of the Credit
Documents,  irrespective of whether or not the Lender shall have made any demand
under  any  of  the  Credit  Documents  and  although  such  obligations  may be
unmatured.  The  Lender  agrees  to  promptly notify the Borrower after any such
set-off  and  application  made by the Lender, provided that the failure to give
such  notice shall not affect the validity of such set-off and application.  The
rights  of the Lender under this Section are in addition to the other rights and
remedies  (including,  without  limitation,  other  rights of set-off) which the
Lender  may  have.

     SECTION  12.9     JUDGMENT  CURRENCY.     (1)     If,  for  the purposes of
obtaining  judgment in any court, it is necessary to convert a sum due hereunder
to the Lender from the Original Currency into the Judgment Currency, the parties
hereto  agree,  to  the fullest extent that they may effectively do so, that the
rate  of  exchange used shall be that at which in accordance with normal banking
procedures  the  Lender  could  purchase the Original Currency with the Judgment
Currency  on  the  Banking Day preceding that on which final judgment is paid or
satisfied.


<PAGE>


     (2)     The  obligations  of  the Borrower in respect of any sum due in the
Original Currency from it to the Lender under any of the Credit Documents shall,
notwithstanding any judgment in any Judgment Currency, be discharged only to the
extent  that  on  the  Banking  Day  following  receipt by the Lender of any sum
adjudged  to  be  so due in such Judgment Currency, the Lender may in accordance
with normal banking procedures purchase the Original Currency with such Judgment
Currency.  If  the amount of the Original Currency so purchased is less than the
sum  originally due to the Lender in the Original Currency, the Borrower agrees,
as a separate obligation and notwithstanding any such judgment, to indemnify the
Lender  against  such  loss,  and  if  the  amount  of  the Original Currency so
purchased exceeds the sum originally due to the Lender in the Original Currency,
the  Lender  agrees  to  remit  such  excess  to  the  Borrower.

     SECTION 12.10     GOVERNING LAW.     The Credit Documents shall be governed
by,  and  construed  in  accordance  with,  the  laws of the Province of British
Columbia,  Canada  applicable  therein  and  shall be treated in all respects as
British  Columbia  contract  without  giving  effect to applicable principles of
conflicts  of  law  to  the  extent  that the application of the laws of another
jurisdiction  would  be  required  thereby.

     SECTION  12.11     CONSENT TO JURISDICTION.     (1)     The Borrower hereby
irrevocably submits to the jurisdiction of any British Columbia court sitting in
Vancouver,  in  any  action  or  proceeding  arising  out of or relating to this
Agreement,  or any other Credit Document, and hereby irrevocably agrees that all
claims  in  respect of any such action or proceeding may be heard and determined
in  such Vancouver court.  The Borrower agrees that a final judgment in any such
action  or  proceeding  shall  be  conclusive  and  may  be  enforced  in  other
jurisdictions  by  suit  on the judgment or in any other manner provided by Law.
The  parties  agree that any such action or proceeding shall be conducted in the
English  language.

     (2)     Nothing  in  this  Section  shall affect the right of the Lender to
serve  legal process in any other manner permitted by Law or affect the right of
the  Lender  to  bring  any  action  or  proceeding  against the Borrower or its
property  in  the  courts  of  other  jurisdictions.

     SECTION  12.12     SUCCESSORS AND ASSIGNS.     (1)     This Agreement shall
become  effective  when  it  is  executed by the parties and thereafter shall be
binding  upon  and  enure  to  the  benefit of the parties, and their respective
successors  and  permitted  assigns.

     (2)     The  Borrower  shall  not  have  the  right  to  assign  its rights
hereunder  or  any  interest  herein  without  the  prior written consent of the
Lender,  which  consent  may  be  arbitrarily  withheld.

     (3)     The  Lender may pledge its interests in the Credit Documents in the
ordinary  course  of  its  business  including  to  any  Official  Body.

     SECTION  12.13     SEVERABILITY.  The  provisions  of  this  Agreement  are
intended  to  be  severable.  If  any  provision of this Agreement shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall,  as to such jurisdiction, be ineffective to the extent of such invalidity
or  unenforceability  without  in  any  manner  affecting  the  validity  or
enforceability  thereof  in  any  other jurisdiction or the remaining provisions
hereof  in  any  jurisdiction.


<PAGE>


     SECTION  12.14     PRIOR  UNDERSTANDINGS.  This  Agreement  and  the Credit
Documents  supersede all prior understandings and agreements, whether written or
oral,  and  constitute the entire agreement among the parties hereto relating to
the  transactions  provided  for  herein.

     SECTION  12.15     TIME  OF  ESSENCE.  Time shall be of the essence hereof.

     SECTION  12.16     COUNTERPARTS.  This  Agreement  may  be  executed  in
counterparts and by facsimile and by different parties in separate counterparts,
each  of  which  when  so executed shall be deemed an original and all of which,
taken  together,  shall  constitute  one  and  the  same  instrument.

     IN  WITNESS  WHEREOF  the  parties  hereto have caused this Agreement to be
executed  by their respective officers thereunto duly authorized, as of the date
first  above  written.


                                   THE  BORROWER
                                   -------------

Stefan-George-Ring  19-23          CYBERNET  INTERNET  SERVICES
81929                              INTERNATIONAL,  INC.
Munich,  Germany
                                   Per:  /s/  Andreas  Eder
                                       ----------------------------
                                       Authorized  Signing  Officer

Tel:  49  (89)  9  93  15  180     Per:  /s/  Paola  di  Fraia
                                       ----------------------------
Fax:  49  (89)  9  93  15  324         Authorized  Signing  Officer

                                   THE  LENDER
                                    -----------

c/o 1000 - 925 West Georgia Street  MFC  MERCHANT  BANK  S.A.
Vancouver,  British  Columbia
Canada  V6C  3L2                    Per:  /s/ Claudio Morandi
                                        ---------------------------
                                        Authorized  Signing Officer

Tel:  (604)  662-8808               Per:  /s/ Eduard Seligman
                                        ----------------------------
Fax:  (604)  669-8803                   Authorized  Signing  Officer


<PAGE>


                                    SECURITY  AGENT
                                    ---------------

c/o 1000 - 925 West Georgia Street  636892  B.C.  LTD.
Vancouver,  British  Columbia
Canada  V6C  3L2                    Per:  /s/  Roy  Zanatta
                                        ----------------------------
                                        Authorized  Signing  Officer

Tel:  (604)  662-8808               Per:
                                        ----------------------------
Fax:  (604)  669-8803                   Authorized  Signing  Officer


<PAGE>


                                   SCHEDULE A

                                BORROWING NOTICE


To:     MFC  MERCHANT  BANK  S.A.  (the  "Lender")

     The  undersigned,  Cybernet  Internet  Services  International,  Inc.  (the
"Borrower"),  refers  to the Credit Facility Agreement dated for reference March
12,  2002 (the "Credit Facility Agreement", the terms defined therein being used
herein  as  therein  defined)  between  the  Lender,  the Security Agent and the
Borrower,  and  hereby  gives  you  notice pursuant to Section 3.2 of the Credit
Facility Agreement that the Borrower hereby requests an Advance under the Credit
Facility  Agreement,  and,  in that connection, sets forth below the information
relating  to  such  Advance  as  required  by Section 3.2 of the Credit Facility
Agreement:

(d)     The  date  of  the  Advance,  being  a  Banking  Day,  is  *;

(e)     The  aggregate  amount  of  the  Advance  is  *;  and

(f)     The  Outstanding  Amount  is  *.

Dated:  *

                                            Yours  truly,

                                            CYBERNET  INTERNET  SERVICES
                                            INTERNATIONAL,  INC.


                                            Per:  -----------------------------
                                                  Authorized  Signing  Officer

                                            Per:  -----------------------------
                                                  Authorized  Signing  Officer


<PAGE>


                                   SCHEDULE B

                             BORROWER'S CERTIFICATE

                             CERTIFICATE OF OFFICER
                                       OF
                 CYBERNET INTERNET SERVICES INTERNATIONAL, INC.



TO:     MFC  MERCHANT  BANK  S.A.,  as  lender
     636892  B.C.  LTD.,  as  security  agent


RE:  Credit  Facility  Agreement  (as  the  same  may be amended, extended or
     replaced from time to time, the "Credit Facility Agreement") dated for
     reference March  12,  2002  between MFC Merchant Bank S.A. as lender,
     636892 B.C. Ltd., as security  agent,  and  Cybernet  Internet  Services
     International,  Inc.  (the "Corporation"),  as  borrower


Capitalized  terms  used  in  this  Certificate, which are defined in the Credit
Facility  Agreement  but  are  not  otherwise  defined herein, have the meanings
ascribed  to  such  terms  in  the  Credit  Facility  Agreement.


          I,  Andreas  Eder,  HEREBY  CERTIFY  that:

1.     I am the President and Chief Executive Officer of the Corporation and CID
and  as  such  have  personal  knowledge  of  the  matters  hereinafter  stated.

2.     I  have made or caused to be made such examinations or investigations as
are,  in  my opinion, reasonably necessary to make the statements set out herein
including,  without  limitation, the examinations described in this Certificate,
and I have furnished this Certificate with the intent that it may be relied upon
by  the  Lender as a basis for the consummation of the transactions contemplated
by  the  Credit  Facility  Agreement.


REPRESENTATIONS,  WARRANTIES  AND  COVENANTS

3.     The  representations  and  warranties  set  out  in  the Credit Facility
Agreement and in any of the Credit Documents to which the Corporation is a party
are  true  and  correct  in  all  respects  as  at  the  date  hereof.

4.     The  Corporation  is  not  as at the date hereof in breach of any of the
covenants  contained  in  the  Credit Facility Agreement or in any of the Credit
Documents  to  which  the  Corporation  is  a  party.


<PAGE>


EVENTS  OF  DEFAULT

5.     There  exists  no  Default  and  no  Event of Default has occurred or is
continuing  as  at  the  date  hereof.


INCUMBENCY

6.     The  persons referred to below are the director(s) and officer(s) of the
Corporation  and  are  duly  elected  or  appointed  to  the  office(s)  of  the
Corporation  as  set  out  opposite  his/her name and, where a signature appears
opposite  such  name,  such  signature  is  his/her  true  signature.

Name              Office                                 Signature
----              ------                                 ---------

Andreas  Eder     President and Chief Executive Officer  -----------------------
Paulo  di  Fraia  Chief  Financial  Officer              -----------------------

SOLVENCY

7.     I  have  reviewed  the relevant provisions of the statutes applicable to
the  Corporation.

8.     Upon  the  enquiries,  calculations  and  considerations  referred to in
paragraphs  2  and  7  above,  I  have  concluded  that:

   (a)  at the time of entering into the transactions contemplated by the Credit
        Facility Agreement and the granting of any security in connection
        therewith, the Corporation  is  not  insolvent,  and  the  entering
        into  the  transactions contemplated  by  the Credit Facility Agreement
        and the granting of any security in  connection  therewith  will  not
        render  the  Corporation  insolvent;

   (b)  there exists no Event of Bankruptcy which has occurred in respect of the
        Corporation  which  is  continuing  as  at  the  date  hereof;

   (c)  there  are  reasonable grounds for believing, and the director(s) of the
        Corporation are of the opinion, that entering into the Credit Facility
        Agreement and  consummating  the transactions contemplated thereby is
        in the best interest of  the  Corporation;  and

   (d)  the  Corporation  is  not  prohibited under Law or otherwise, including,
        without  limitation,  under any shareholders' agreement, if any,
        relating to the Corporation,  from  borrowing  any  sum  or  sums  of
        money, granting  any


<PAGE>


        security  in connection therewith or entering into the Credit Facility
        Agreement and  consummating  the  transactions  contemplated  thereby.


DATED  as  of  the        day  of                    ,  2002.
                   ------         ------------------


-----------------------------------------
ANDREAS  EDER
President  and  Chief  Executive  Officer


<PAGE>


                                   SCHEDULE C


                               PLEDGED SECURITIES


<TABLE>
<CAPTION>



                                                                           Number and/or
PLEDGOR                                                             DESCRIPTION OF SHARE CAPITAL
----------------------------------------------  --------------------------------------------------------------------
<S>                                             <C>

Cybernet Internet Services International, Inc.  All of the issued and outstanding share capital and/or capital stock

Cybernet Internet Services International, Inc.  All of the issued and outstanding share capital and/or capital stock

Cybernet Internet Services International, Inc.  All of the issued and outstanding share capital and/or capital stock

Cybernet Internet Services International, Inc.  All of the issued and outstanding share capital and/or capital stock

Cybernet Internet Services International, Inc.  All of the issued and outstanding share capital and/or capital stock

Cybernet Internet Services International, Inc.  All of the issued and outstanding share capital and/or capital stock

Cybernet Internet Services International, Inc.  All of the issued and outstanding share capital and/or capital stock

Cybernet Internet Services International, Inc.  27% of the issued and outstanding share capital and/or capital stock



PLEDGOR                                                          Company Name
----------------------------------------------
<S>                                             <C>

Cybernet Internet Services International, Inc.  Vianet Telekommunikations AG,  Austria

Cybernet Internet Services International, Inc.  Novento Telecom AG, Germany

Cybernet Internet Services International, Inc.  Cybernet Schweiz AG, Switzerland

Cybernet Internet Services International, Inc.  Cybernet Sagl (GmbH) Lugano, Switzerland

Cybernet Internet Services International, Inc.  Cybernet Internet Dienstleistungen AG, Germany

Cybernet Internet Services International, Inc.  Multicall Telefonmarketing AG, Germany

Cybernet Internet Services International, Inc.  Cybernet Italia S.p.A., Italy

Cybernet Internet Services International, Inc.  B&N Software AG, Germany
</TABLE>



<PAGE>


                                   SCHEDULE D

                                 PROMISSORY NOTE

                                     , 2002

PRINCIPAL  AMOUNT:  EURO

FOR  VALUE  RECEIVED,  the undersigned CYBERNET INTERNET SERVICES INTERNATIONAL,
INC.  (the  "Borrower"),  of  Stefan-George-Ring  19-23,  81929 Munich, Germany,
hereby  promises  to  pay  to MFC MERCHANT BANK S.A. (the "Lender"), of Cours de
Rive  6,  Case  Postale,  CH-1211, Geneva 11 or at such address or at such other
place  as  the  Lender  may from time to time designate by written notice to the
Borrower,  on  ,  2003,  the  principal amount of  EUROS, together with interest
thereon  calculated  and  payable  upon the terms set out in that certain credit
facility  agreement made between the Borrower and the Lender dated for reference
March  12,  2002,  as the same may be amended, extended or replaced from time to
time  (the  "Credit  Facility  Agreement").

Terms  used  as defined terms herein and not otherwise defined have the meanings
set  out  in  the  Credit  Facility  Agreement.

THIS  NOTE shall be governed by and construed in accordance with the laws of the
Province  of  British  Columbia,  Canada without giving effect to the applicable
principles  of  conflicts of law to the extent that the applications of the laws
of  another  jurisdiction  would  be  required  thereby.  The  Borrower  hereby
irrevocably submits to the jurisdiction of any British Columbia court sitting in
Vancouver,  and  any  action  or  proceeding  arising out of or relating to this
promissory  note.  The parties agree that any such action or proceeding shall be
conducted  in  the  English  language.

PRESENTMENT  for  payment,  demand,  protest and notice of dishonour and protest
hereof  are  hereby  waived.


CYBERNET  INTERNET  SERVICES
INTERNATIONAL,  INC.

By:--------------------------

Name:------------------------

Title:-----------------------                                      c/s


<PAGE>


                                   SCHEDULE E

                                 SCHEDULE 7.1(H)

                                   LITIGATION


1.  In  1998, the Borrower acquired Vianet through an exchange of 100% of the
    outstanding shares of the stock of Vianet shares for shares of the
    Borrower.  In connection  with  the  acquisition,  Tristan  Libischer
    exchanged  50%  of  the outstanding  shares  of  Vianet  for  shares of
    the Borrower.  Mr. Libischer has threatened  to assert that the Vianet
    acquisition agreement is voidable and that his  Vianet  shares  should
    be returned to him.  No action has been filed in any court.  The
    Borrower  believes  that  Mr. Libischer's claim is entirely without
    merit.

2.  In  1997,  Andreas  Eder,  Borrower's Chief Executive Officer, granted to
    David Morton and Todd Ferguson options to purchase differing number of
    shares of Borrower's common stock owned by Mr. Eder.  The options were
    granted in order to induce  Messrs.  Morton and Ferguson to join and
    remain with the Borrower in key technical  positions.  Upon  exercise
    of  their  options,  Messrs.  Morton  and Ferguson  demanded  that  Mr.
    Eder  deliver shares of Borrower's stock that are freely  tradeable
    under  United  States  securities laws.  Under the applicable securities
    laws,  Mr.  Eder  could  not legally comply with those demands.  Mr.
    Ferguson  filed  suit in Germany with regard to 75% of his options.  On
    February 21,  2002,  the  German  court awarded Mr. Ferguson Euro
    314,444.50 and costs of approximately  Euro 44,500.  Mr. Eder intends
    to appeal this judgment.  To date, Mr. Morton has not filed suit nor
    has Mr. Ferguson filed suit with regard to his remaining  options.

    The  Borrower  has  agreed  to  indemnify  Mr. Eder against any loss
    that may be incurred as a result of any claim by Messrs. Morton and
    Ferguson relating to the above  matter.


<PAGE>


                                   SCHEDULE F

                                 SCHEDULE 7.1(N)

                           TITLE TO PLEDGED SECURITIES

The Borrower is subject to a Shareholders' Agreement dated August 17, 2000 among
the  Borrower  and  certain  other  shareholders  of  B&N  Software  AG  (the
"Shareholders  Agreement").  Section  III(1)  of  the  Shareholders  Agreement
            ------------
provides  that dispositions of shares of B&N Software AG be approved by Cybernet
and  two other named shareholders (Mr. George Kiefer and Mrs. Annemarie Kiefer).
In addition, certain shareholders (namely, Mr. Uwe Neben, Mr. Eckhard Neben, Mr.
Axel  Bernigshausen)  may object to a disposition by Cybernet for cause, such as
where  Cybernet intends to sell its shares to a competitor of B&N Software AG or
where  a  stock  exchange  listing  is  substantially  impaired.  A  copy of the
Shareholders  Agreement  has  been  provided  to  the  Lender.



















</TEXT>
</DOCUMENT>
