Recommended Offer by NSB Retail Systems, Part 2

Real Time Control PLC
28 January 2000

PART 2


                          APPENDIX I
                               
                    Conditions of the Offer

1.   The Offer
     
The Offer is subject to the following conditions:

(a) valid   acceptances  being  received   (and   not,   where
    permitted, withdrawn) by 3.00p.m. on 18 February 2000  (or
    such  later time(s) and/or date(s) as NSB may, subject  to
    the  rules  of  the City Code, decide) in respect  of  not
    less  than  90 per cent. in nominal value (or such  lesser
    percentage as NSB may decide) of the RTC Shares  to  which
    the  Offer relates, provided that this condition will  not
    be  satisfied unless NSB (together with any of its wholly-
    owned  subsidiaries)shall  have  acquired  or  agreed   to
    acquire,  whether pursuant to the Offer or otherwise,  RTC
    Shares  carrying, in aggregate, more than 50 per cent.  of
    the  voting  rights then generally exercisable at  general
    meetings  of RTC and, for this purpose, (i) the expression
    'RTC   Shares  to  which  the  Offer  relates'  shall   be
    construed in accordance with sections 428 to 430F  of  the
    Companies   Act   and   (ii)  shares   which   have   been
    unconditionally  allotted but not issued shall  be  deemed
    to  carry  the  voting rights which they will  carry  upon
    issue;
    
(b) admission  of  the NSB Stock Units becoming  effective  in
    accordance  with  the Listing Rules of  the  London  Stock
    Exchange;
    
(c) the  passing at the Extraordinary General Meeting  of  NSB
    (or  at  any  adjournment  thereof)  of  a  resolution  to
    approve,   implement  and  effect  the   Offer   and   any
    acquisition  of  RTC  Shares  pursuant  to  the  Offer  or
    otherwise;
    
(d) the  Office of Fair Trading indicating in terms reasonably
    satisfactory to NSB that the proposed acquisition  of  RTC
    by  NSB  or  any  matter arising from or related  to  that
    acquisition  will  not be referred  by  the  Secretary  of
    State for Industry to the Competition Commission;
    
(e) no   government   or   governmental,   quasi-governmental,
    supranational, statutory or regulatory body, court,  trade
    agency,  association, institution or professional body  or
    without  prejudice to the generality of the foregoing  any
    other  person or body whatsoever in any jurisdiction (each
    a  'Relevant  Authority') having, prior to the  date  when
    the  Offer  would otherwise become unconditional,  decided
    to   take,  instituted,  implemented  or  threatened   any
    action,  proceeding, suit, investigation or enquiry  which
    remains  outstanding  or  made, proposed  or  enacted  any
    statute, regulation, decision or order or taken any  other
    steps,  and  there  not continuing to be  outstanding  any
    statute, legislation or order thereunder, which would:
    
    (i)    require or prevent the divestiture by RTC or any of
           its  subsidiaries, or any company,  partnership  or
           joint  venture in which any member of the RTC Group
           has  a substantial interest (the 'wider RTC Group')
           or  NSB  or any of its subsidiaries or any company,
           partnership or joint venture in which any member of
           the  NSB  Group  has  a substantial  interest  (the
           'wider  NSB Group') of all or any portion of  their
           respective businesses, assets or property or impose
           any  limitation on the ability of any  of  them  to
           conduct any of their respective businesses  or  own
           any  of  their respective assets or property  which
           would  in each case have a material adverse  effect
           on the wider RTC Group;
             
    (ii)   make the Offer or the acquisition by any member  of
           the  wider  NSB Group of any shares in, or  control
           of,   RTC,   void,  illegal  or  unenforceable   or
           otherwise,   to   a   material  extent,   restrain,
           prohibit,  restrict, or delay the Offer  or  impose
           additional   material   conditions   or    material
           obligations  with  respect  thereto,  or  otherwise
           materially challenge or interfere therewith;
             
    (iii)  result in any delay in the ability of any member of
           the  wider NSB Group, or render any member  of  the
           wider  NSB Group unable, to acquire some or all  of
           the RTC Shares;
             
    (iv)   require or prevent the divestiture by any member of
           the wider NSB Group of any shares of RTC;
             
    (v)    impose  any  material limitation on the ability  of
           NSB  (or any of its subsidiaries) to acquire or  to
           hold  or  to  exercise effectively  any  rights  of
           ownership of shares in RTC or on the ability of RTC
           or any member of the wider RTC Group or NSB to hold
           or  exercise effectively any rights of ownership of
           shares,  loans  or  instruments  convertible   into
           shares in any member of the wider RTC Group  or  to
           exercise management control over any such member of
           the wider RTC Group;
             
    (vi)   require  any member of the wider NSB Group  or  any
           member  of the wider RTC Group to offer to  acquire
           any  shares  in any other member of the  wider  RTC
           Group  owned  by any third party other than  shares
           held in a subsidiary legally owned by a third party
           but as a nominee for the company; or
             
    (vii)  otherwise adversely affect the business, profits or
           prospects of any member of the wider RTC  Group  or
           the  wider  NSB Group which would have  a  material
           adverse  effect on the wider RTC Group  or  as  the
           case may be, the wider NSB Group
    
    and  all applicable waiting and other time periods  during
    which  any such Relevant Authority could decide  to  take,
    institute,   implement  or  threaten  any   such   action,
    proceeding,   suit,   investigation  or   enquiry   having
    expired, lapsed or been terminated;
    
(f) all   necessary   filings  having  been   made   and   all
    appropriate   waiting   periods   under   any   applicable
    legislation  or  regulations of  any  jurisdiction  having
    expired,  lapsed  or  been  terminated  in  each  case  in
    respect of the Offer and the acquisition of RTC Shares  or
    of  control of RTC by NSB and all authorisations,  orders,
    recognitions,  grants, consents, licences,  confirmations,
    clearances,  permissions and approvals  ('Authorisations')
    which are necessary for or in respect of the Offer or  the
    acquisition  of  any shares in, or under the  control  of,
    RTC  by  NSB having been obtained in terms and in  a  form
    reasonably   satisfactory  to  NSB  from  all  appropriate
    Relevant  Authorities and to the extent  material  in  the
    context  of  the  wider RTC Group all such Authorisations,
    together  with all Authorisations which are  necessary  to
    carry  on  the  business of any member of  the  wider  NSB
    Group or the wider RTC Group, remaining in full force  and
    effect  and  there  being not notice of  an  intention  to
    revoke or not to renew the same;
    
(g) save  as disclosed in writing to NSB or its advisers prior
    to  28  January  2000  there being  no  provision  of  any
    arrangement,  agreement, licence or permit,  franchise  or
    other  instrument  to which any member of  the  wider  RTC
    Group is a party or by or to which any such member or  any
    of  their assets may be bound, entitled or be subject  and
    which,  in  consequence  of  the  Offer  or  the  proposed
    acquisition of any RTC Shares or control of,  RTC  by  NSB
    or  otherwise,  would or might reasonably be  expected  to
    result in:
    
    (i)    any  such arrangement, agreement, licence,  permit,
           franchise  or other instrument being terminated  or
           modified  or any action being taken of  an  adverse
           nature    or   any   adverse   obligation   arising
           thereunder;
             
    (ii)   any  assets of any such member being or falling  to
           be disposed of;
             
    (iii)  the  interest or business of any such member in  or
           with   any   firm  of  body  or  person,   or   any
           arrangements relating to such interest or business,
           being   terminated  or  materially  and   adversely
           modified or affected;
             
    (iv)   any  such  member ceasing to be able  to  carry  on
           business  under any name under which  it  presently
           does so;
             
    (v)    any   monies  borrowed  by  or  other  indebtedness
           (actual or contingent) of any such member being  or
           becoming   capable  of  being  declared   repayable
           immediately or prior to its stated maturity date or
           the   ability   of  such  member   to   incur   any
           indebtedness being withdrawn or inhibited;
             
    (vi)   the creation or enforcement of any mortgage, charge
           or  other security interest over the whole  or  any
           part  of  the business, property or assets  of  any
           such member;
             
    (vii)  the  financial or trading position being  adversely
           affected; or
             
    (viii) the  creation of material liabilities by  any  such
           members,
    
    and  which  would  (in each case) have a material  adverse
    effect on the wider RTC Group taken as a whole;
    
(h) except  as disclosed in the annual report and accounts  of
    RTC  for  the  year  ended  31  March  1999  or  otherwise
    notified  by public announcement or disclosed  in  writing
    to  NSB before 28 January 2000, no member of the wider RTC
    Group  having since 31 March 1999, the date to  which  the
    latest  audited results of the RTC Group having  since  31
    March  1999, the date to which the latest audited  results
    of   the   RTC  Group  were  prepared  (other   than   for
    transactions with other members of the RTC Group):
    
    (i)    issued or agreed to issue or authorised or proposed
           the  issue  of additional shares of any  class,  or
           securities convertible into, or rights, warrants or
           options  to  subscribe  for or  acquire,  any  such
           shares   or  convertible  securities  or  redeemed,
           purchased, reduced or made any other change to  any
           part of its share capital;
    
    (ii)   recommended,  declared, paid, made or  proposed  to
           recommend, declare, pay or make any bonus issue  in
           respect  of  shares, dividend or other distribution
           whether payable in cash or otherwise other than  to
           any member of the RTC Group;
    
    (iii)  implemented or authorised or proposed or  announced
           its   intention   to  propose  any  reconstruction,
           amalgamation, merger or demerger or acquisition  or
           disposal of shares or material assets or any right,
           title  or interest in any shares or material assets
           or  any  change in its share or loan capital where,
           in  the  case of a disposal of material  assets  or
           rights,  title  or  interest  in  material   assets
           otherwise than in the ordinary course of business;
    
    (iv)   entered into any transaction, arrangement, contract
           or   commitment  (whether  in  respect  of  capital
           expenditure or otherwise) which is of  a long-term,
           loss-making,  onerous or unusual  nature  or  which
           involves or could reasonably be expected to involve
           an  obligation of a nature or magnitude which is in
           either  case  material in the context  of  the  RTC
           Group taken as a whole;
    
    (v)    issued  or proposed the issue of any debenture,  or
           save  for  intra  group transactions  incurred  any
           contingent liability, or incurred or increased  any
           indebtedness to an extent which is material to  the
           RTC Group;
    
    (vi)   disposed   of   or   transferred,   mortgaged,   or
           encumbered any material assets or any right,  title
           or interest in any such material asset;
    
    (vii)  waived  or compromised any claim which is  material
           in  the context of the RTC Group other than in  the
           ordinary course of business;
    
    (viii) entered  into or varied the terms of, or  made  any
           offer  (which remains open for acceptance) to enter
           into  or  vary the terms of, any service  agreement
           with any director of RTC;
    
    (ix)   taken  any action or had any order made or had  any
           legal   proceedings  against   it   threatened   or
           instituted  for  its  winding-up,  dissolution   or
           reorganisation,  or  for  the  appointment   of   a
           receiver,   administrative  receiver,  trustee   or
           similar  officer  of all or any of  its  assets  or
           revenues  of  any  analogous  proceedings  in   any
           jurisdiction or appointed any analogous  person  in
           any jurisdiction;
    
    (x)    entered into any agreement which restricts the size
           or  nature  of  the business of any member  of  the
           wider  RTC Group to an extent which is material  in
           the context of the RTC Group as a whole;
    
    (xi)   terminated or varied the terms of any agreement  or
           arrangement  between any member of  the  wider  RTC
           Group  and any other person in a manner which would
           or  might reasonably be expected to have a material
           adverse effect on the position or prospects of  the
           RTC Group; or
    
    (xii)  entered into any agreement, agreement or commitment
           or passed any resolution with respect of any of the
           transactions  or  events  referred   to   in   this
           paragraph;
    
(i) since  31 March 1999 and prior to the date when the  Offer
    becomes  otherwise unconditional, except as  disclosed  in
    the  annual report and accounts of RTC for the year  ended
    31   March   1999   or   otherwise  notified   by   public
    announcement  or  disclosed in writing to  NSB  before  28
    January 2000:
    
    (i)    there   having   been   no   adverse   change    or
           deterioration in the business, financial or trading
           position  or  profits or prospects of  RTC  or  any
           other member of the RTC Group to an extent which is
           material to the wider RTC Group taken as a whole;
    
    (ii)   there not having been instituted or threatened  any
           litigation, arbitration proceedings, prosecution or
           other legal proceedings to which any member of  the
           wider  RTC  Group is a party (whether as plaintiff,
           defendant  or otherwise) which has had  a  material
           adverse  effect  or  would or might  reasonably  be
           expected, if not withdrawn or discontinued to  have
           a  material  adverse effect, in each case,  on  the
           wider RTC Group taken as a whole; and
    
    (iii)  no  liability  (contingent  or  otherwise),  having
           arisen  in  respect of any member of the wider  RTC
           Group  which would or might reasonably be  expected
           to  have a material adverse effect on the wider RTC
           Group taken as a whole;
    
(j) NSB  not  having discovered that (i) any past  or  present
    member  of the wider RTC Group has not complied  with  all
    applicable  laws of any relevant jurisdiction relating  to
    environmental  matters  or (ii) that  there  has  been  an
    emission, release, disposal, discharge, deposit,  spillage
    or  leak of waste or hazardous or harmful substances on or
    about  or  from any land or other asset now or  previously
    owned,  occupied  or operating which is,  would  or  might
    reasonably  be  expected to give  rise  to  any  liability
    (whether  actual or contingent) or cost for  any  part  of
    any  member or former member of the wider RTC Group  which
    is  material  in the context of the wider RTC Group  taken
    as a whole; and
    
(k) NSB  not  having discovered that the financial or business
    information  concerning the wider RTC Group  as  contained
    in  the information publicly disclosed at any time by  any
    member    of    the   wider   RTC   Group    contains    a
    misrepresentation  of  fact  or  omits  to  state  a  fact
    necessary  to make the information contained  therein  not
    materially  misleading  and which was  not,  if  material,
    corrected  by  a subsequent public announcement  prior  to
    the  publication of the Offer Document which  is  material
    in the context of the wider RTC Group taken as a whole:
    
    NSB  reserves the right to waive, in whole or in part, all
    or  any of conditions (b) to (k) inclusive.  NSB shall  be
    under no obligation to waive or treat as satisfied any  of
    conditions  (b)  to (k) inclusive by a date  earlier  than
    the  latest  date  specified below  for  the  satisfaction
    thereof, notwithstanding that the other conditions of  the
    Offer  may  at  such  earlier date  have  been  waived  or
    fulfilled  and  that  there are at such  earlier  date  no
    circumstances indicating that any such conditions may  not
    be capable of fulfilment.
    
    In  this Appendix I, the term 'substantial interest' means
    a  direct or indirect interest in 20 per cent. or more  of
    the  equity capital of an undertaking or other partnership
    or joint venture.
    
    If  NSB is required by the Panel to make an offer for  RTC
    Shares  under the provisions of Rule 9 of the  City  Code,
    NSB  may  make  such alterations to the above  conditions,
    including  that  in  condition (a) above,  and  the  other
    terms  of  this Offer as are necessary to comply with  the
    provisions of that Rule.
    
    The  Offer will lapse unless the conditions set out  above
    (other  than condition (a)) are fulfilled or,  if  capable
    of  waiver  are  waived, or where appropriate,  have  been
    determined  by NSB to be and continue to be  satisfied  no
    later  than  midnight on the date which is 21  days  after
    the  date  on  which  the  Offer becomes  or  is  declared
    unconditional as to acceptances or such later date as  the
    Panel may agree.
    
    The  Offer  will  lapse  if  the  acquisition  of  RTC  is
    referred  to the Competition Commission before  3.00  p.m.
    on  18  February  2000  or the date  at  which  the  Offer
    becomes  or  is  declared  wholly  unconditional   as   to
    acceptances, whichever is the later.



                          Appendix II
                               
                 Particulars of the Loan Notes
                               
The  Floating Rate Guaranteed Unsecured Loan Notes 2006 of NSB
will  be  constituted by a Loan Note Instrument to be executed
as  a  deed by NSB and to be guaranteed by Barclays Bank  PLC.
The  issue  of Loan Notes is subject to the Offer becoming  or
being  declared unconditional in all respects.  No Loan  Notes
will  be  issued unless, by the time the Offer is declared  or
becomes  wholly  unconditional,  valid  elections  have   been
received for at least £1 million nominal value of Loan  Notes.
The  Loan Note Alternative will not be available to US Persons
and  certain  other  overseas  shareholders.   The  Loan  Note
Instrument will contain provisions, inter alia, to the  effect
set out below.

1.Form and Status

The  Loan  Notes will be issued by NSB in amounts and integral
multiples  of  £1 nominal value and will constitute  unsecured
obligations   of   NSB.   Fractional  entitlements   will   be
disregarded.   The Loan Note Instrument will not  contain  any
restrictions on borrowing, disposals or charging of assets  by
NSB.

2.Interest

Interest  on  the Loan Notes will be payable (subject  to  any
requirement to deduct tax therefrom) twice yearly  in  arrears
on  30 June and 31 December, in each year or, if such a day is
not  a  business day, on the next following business day (each
an  'Interest Payment Date') except that the first payment  of
interest  on  the Loan Notes will be made on 30 June  2000  in
respect  of the period from (and including) the first date  of
issue  up to but excluding 30 June 2000; that period  and  the
period  from  and  including 30 June 2000  or  any  subsequent
Interest  Payment Date up to but excluding the next  following
Interest Payment Date is called an 'Interest Period'.

3.Determination of Interest

The  rate  of  interest on the Loan Notes  for  each  Interest
Period will be the rate per annum which is 0.5 per cent. below
LIBOR.  'LIBOR'  means the arithmetic mean (rounded  down,  if
necessary  to  four  decimal places) of the  respective  rates
which  are  at  11.00 a.m. on the first business  day  of  the
Interest  Period  on  the 'LIBP' page on the  Reuters  Monitor
Money Rates Service (or such other page as may replace it) for
the  purpose of displaying London inter bank sterling  offered
rates  of trading reference banks) as being the interest rates
offered in the London inter-bank market for six month sterling
deposits.

but:

(i) if  only two or three such offered quotations appear,  the
    relevant  arithmetic  mean (rounded  as  mentioned  above)
    shall   be  determined  on  the  basis  of  those  offered
    quotations; and
    
(ii)if  no,  or only one, such offered quotation appears,  the
    relevant  arithmetic  mean (rounded  as  mentioned  above)
    shall   be  determined  instead  on  the  basis   of   the
    respective  rates  (as quoted to NSB at  its  request)  at
    which  each  of  HSBC Bank and Lloyds  TSB  Bank  plc  are
    offering  six  month  deposits to  leading  banks  in  the
    London  Inter  Bank  Market at or as  soon  as  reasonably
    practicable  after  11 a.m. (London  time)  on  the  first
    Business Day of the relevant Interest Period.
    
    Each  instalment  of interest shall be calculated  on  the
    basis  of  a  365 day year and the actual number  of  days
    elapsed in the relevant Interest Period.

4.Repayment and redemption

A  holder of Loan Notes (a 'Noteholder') shall be entitled  to
require  NSB to repay the whole (whatever the amount)  or  any
part  (being  £1  nominal  or  any integral  multiple  thereof
subject to a minimum of £1,000) of the principal amount of his
holding  of Loan Notes at par, (together with accrued interest
thereon  (subject to any requirement to deduct tax  therefrom)
up  to  but excluding the date of repayment), on any  Interest
Payment  Date, from and including 30 June 2000 and  thereafter
on any Interest Payment Date falling prior to 31 December 2006
by  giving written notice not less than thirty days' prior  to
the relevant date for repayment in writing to NSB's registrars
accompanied  by certificate(s) for all the Loan  Notes  to  be
repaid  and  a  notice of repayments (duly completed)  in  the
prescribed form.

If,  at  any time, the principal amount of all Loan  Notes  is
less  than £1 million, NSB shall have the right on giving  the
remaining  Noteholders  not  less than  thirty  days'  written
notice  expiring on 30 June 2000 or on any subsequent Interest
Payment  Date,  to  redeem all (but  not  some  only)  of  the
outstanding Loan Notes together with accrued interest  thereon
(subject to any requirement to deduct tax therefrom) up to but
excluding the date of payment.

Any  Loan  Notes not previously repaid, redeemed or  purchased
will  be  repaid in full at par on 31 December  2006  together
with  accrued interest thereon (subject to any requirement  to
deduct tax therefrom) up to (but excluding) that date.

Any   Loan  Notes  repaid,  purchased  or  redeemed  will   be
cancelled.

Each  Noteholder shall be entitled to require all or any  part
of  the  Loan  Notes held by him to be repaid at par  together
with  accrued interest (subject to any requirement  to  deduct
any  tax  therefrom)  immediately in  each  of  the  following
events:

(a)any   principal or interest on any of the Loan  Notes  held
   by  that Noteholder shall fail to be paid in full within 30
   days after the due date for payment; or
   
(b)the  making of an order by a competent court or the passing
   of   an   effective  resolution  for  the   winding-up   or
   dissolution  of the Company or the Guarantor   (other  than
   for  the purposes of a reconstruction, amalgamation, merger
   or   members'  voluntary  winding-up  on  terms  previously
   approved by an Extraordinary Resolution); or
   
(c)the  taking  of possession by an encumbrancer  of,  or  the
   appointment  of  a trustee, administrator or administrative
   receiver  or  manager  or a similar officer  over,  or   an
   administration order being made in respect  of,  the  whole
   or  substantially the whole of the undertaking or  property
   of  the  Company or the Guarantor, unless the same is  paid
   out or discharged within thirty days.

NSB will be entitled at any time to purchase any Loan Notes at
any  price  by  tender  (available to all Noteholders  alike),
private  treaty  or otherwise by agreement with  the  relevant
Noteholders.

5.Modification

The  provisions  of the Loan Note Instrument or  of  the  Loan
Notes and the rights of the Noteholders may from time to  time
be  modified,  abrogated or compromised or any arrangement  or
amendment  agreed  in  any respect with  the  sanction  of  an
extraordinary  resolution  or by  written  resolution  of  the
holders  of at least seventy five per cent. in nominal  amount
of  the  Loan Notes then in issue subject, in either case,  to
the   prior  consent  of  NSB  and  the  Guarantor.  Any  such
modifications,    abrogation,   compromise,    amendment    or
arrangement effected shall be binding on all Noteholders.

6.Substitution of Issuer

At any time after the date of issue of the Loan Notes, NSB may
with  the  consent  of  the guarantor substitute  any  of  its
English  incorporated subsidiaries as the issuer of  the  Loan
Notes  provided always that NSB procure that a guarantee  from
Barclays  Bank  PLC  (or its successor) is obtained  to  cover
payments payable under the Loan Notes, and provided this right
of  substitution will not apply if holders of Loan Notes to  a
nominal value of not less than £1 million reasonably object to
any particular exercise thereof.

7.Registration, transfer and marketability

The  Loan Notes will be evidenced by certificates and will  be
registered  and  transferable in nominal amounts  or  integral
multiples  of  £1,  provided  that  transfers  will   not   be
registered during the twenty-one days immediately preceding an
Interest   Payment  Date  or at any  date  or  time  when  the
Register is closed.

No  application has been made or is intended to be made to any
stock exchange in the United Kingdom or elsewhere for the Loan
Notes to be listed or otherwise traded.

The  Loan Notes have not been and will not be registered under
the  Securities Act or under the securities laws of any  State
of  the United States nor have any steps been taken, nor  will
any  be  taken,  to  enable the Loan Notes to  be  offered  in
compliance  with applicable securities laws of Canada,  Japan,
or Australia.

8.   Guarantee

The  obligations  of  NSB  will  be  fully  guaranteed  as  to
principal and (for a period of three years only from the  date
of issue and unpaid interest in respect of one Interest Period
only) as to interest by Barclays Bank PLC.

9.   Governing Law

The  Loan  Notes and the Loan Note Instrument will be governed
by and construed in accordance with English law.



                         Appendix III
                               
  Profit Estimate for NSB for the year ended 31 December 1999
                               
1.   Profit Estimate (the 'Profit Estimate')

On  the basis of preparation set out below, the Directors  and
Proposed  Director estimate that, in the absence of unforeseen
circumstances, the profit before tax of NSB and its subsidiary
and  associated  undertakings for the year ended  31  December
1999 will be approximately £1.5 million.

On  the basis of preparation set out below, the Directors  and
Proposed  Director estimate that, in the absence of unforeseen
circumstances,  the  profit before  tax  and  before  charging
amortisation  of  goodwill, exceptional  operating  items  and
merger  expenses  of  NSB  and its subsidiary  and  associated
undertakings  for  the year ended 31 December  1999,  will  be
approximately £4.6 million.

2.   Basis of preparation

(i)   The  Profit  Estimate has been prepared on the  basis  of
      the  unaudited interim accounts of NSB for the six months
      ended 30 June 1999, the unaudited management accounts  of
      NSB  for the five months ended 30 November 1999, and  the
      Directors' estimates for the month of December 1999; and
      
(ii)  the  Profit Estimate has been prepared in accordance with
      the  accounting policies normally adopted by NSB  in  the
      preparation of its financial statements.



                          Appendix IV
                               
The following definitions apply throughout this document
unless the context requires otherwise:

'Acquisition'          the  proposed acquisition of RTC by  way
                       of the Offer
                       
'Act' or 'Companies    Companies Act 1985, as amended
Act'
                       
'Admission'            Admission  of  the Stock  Units  to  the
                       Official List, nil paid
                       
'Broadview'            Broadview Int'l Limited
                       
'City Code'            the City Code on Takeovers and Mergers
                       
'Charterhouse          Charterhouse Securities Limited
Securities'
                       
'Close Brothers'       Close    Brothers   Corporate    Finance
                       Limited,  or,  in  the  context  of  the
                       underwriting of the Rights Issue,  Close
                       Brothers Limited
                       
'Deed Poll'            the  deed  poll constituting  the  Stock
                       Units,  executed by NSB and NSB  Funding
                       and dated 28 January 2000
                       
'Enlarged Group'       the    Company   and   its    subsidiary
                       undertakings   as   enlarged   by    the
                       Acquisition
                       
'Extraordinary         the  extraordinary  general  meeting  of
General Meeting'       NSB  to  be  held  at  12  noon  on   14
                       February 2000
                       
'Form of Acceptance'   the  form  of acceptance, authority  and
                       election relating to the Offer
                       
'Loan Note             the  alternative  under  which  eligible
Alternative'           RTC  Shareholders (other than US persons
                       who  are shareholders and certain  other
                       overseas      shareholders)      validly
                       accepting   the  Offer  may   elect   to
                       receive  Loan Notes in lieu  of  all  or
                       part  of the cash consideration to which
                       they  would otherwise be entitled  under
                       the Offer
                       
'Loan Notes'           the  floating rate guaranteed  unsecured
                       loan  notes  2006 of NSB  which  may  be
                       issued   pursuant  to  the   Loan   Note
                       Alternative
                       
'London Stock          the London Stock Exchange Limited
Exchange'
                       
'NSB'                  NSB Retail Systems PLC
                       
'NSB Directors'        the directors of NSB
                       
'NSB Funding'          NSB   Funding   PLC,  a   wholly   owned
                       subsidiary of NSB
                       
'NSB Group'            NSB   and  its  subsidiary  undertakings
                       from   time   to  time  prior   to   the
                       Acquisition
                       
'New NSB Shares'       3,492,352  NSB Shares which shall  arise
                       by  means  of  conversion of  the  Stock
                       Units  in  the event that the  Offer  is
                       not   declared  unconditional   in   all
                       respects
                       
'Offer'                the  offer to be made by Close  Brothers
                       on  behalf  of  NSB to acquire  the  RTC
                       Shares not already owned by NSB and  its
                       subsidiaries, on the terms  and  subject
                       to  the terms and conditions set out  in
                       the  Offer Document and in the  Form  of
                       Acceptance   and,  where   the   context
                       requires,   any   subsequent   revision,
                       variation or extension thereof
                       
'Offer Document'       the  document  which  will  contain  the
                       formal offer to RTC Shareholders
                       
'Official List'        the  Official  List of the London  Stock
                       Exchange
                       
'Panel'                The Panel on Takeovers and Mergers
                       
'POS'                  point of sale or point of service
                       
'Proposed Director'    Stuart R Mitchell
                       
'Provisional           the  renounceable provisional  allotment
Allotment Letter'      letter  to  be issued to each Qualifying
                       Shareholder  in  respect  of  the  Stock
                       Units  provisionally  allotted  pursuant
                       to the Rights Issue
                       
'Qualifying            holders  of  NSB Shares on the  register
Shareholders'          of  members of the Company at the  close
                       of  business  on the Record  Date  other
                       than  certain  overseas shareholders  to
                       whom  the  Rights  Issue  is  not  being
                       extended
                       
'Record Date'          the  close  of  business on  21  January
                       2000
                       
'Registrars'           IRG plc
                       
'Rights Issue'         the   issue   by   way  of   rights   to
                       Qualifying Shareholders 3,492,352  Stock
                       Units  at 2150p per Stock Unit, to raise
                       approximately £75.1 million
                       
'Rights Issue Price'   2150p per Stock Unit
                       
'RTC Group'            RTC and its subsidiary undertakings
                       
'RTC'                  Real Time Control plc
                       
'RTC Shares'           the  existing  unconditionally  allotted
                       or   issued  and  fully  paid   ordinary
                       shares  of  5p  each  in  RTC,  and  any
                       further    such   shares    which    are
                       unconditionally   allotted   or   issued
                       after  the  date hereof and  before  the
                       date  on which the Offer closed (or such
                       earlier date as NSB may, subject to  the
                       Code, determine)
                       
'RTC Shareholders'     holders of RTC Shares
                       
'Securities Act'       the  United  States  Securities  Act  of
                       1933, as amended
                       
'Stock Units'          3,492,352  units  of  2p  nominal  value
                       convertible unsecured loan stock of  NSB
                       Funding  PLC, a wholly owned  subsidiary
                       of  NSB  to  be issued pursuant  to  the
                       Rights Issue
                       
'UK' or 'United        the  United Kingdom of Great Britain and
Kingdom'               Northern Ireland
                       
'US' or United         the   United  States  of  America,   its
States'                territories and possessions,  any  State
                       of  the United States of America and the
                       District of Columbia
                       
'USI'                  Unlimited  Solutions,  Inc.,  a   wholly
                       owned subsidiary of NSB