Disc Distribution Limited

Gmac Commercial Finance PLC as Trustee for the Secured Creditors

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

Under the terms of the aforementioned instrument creating or evidencing the charge all sums due or to become due

Derwent Valley Property Developments Limited

The deposit sum is £24,510 or such funds as may from time to time stand to the credit of the account.

All monies due or to become due from the company to the chargee under a lease of even date and the rent deposit deed

Derwent Valley Property Developments Limited

A separate interest bearing designated business premium account in the name of the chargee's managing agents,pilcher hershman re: disc distribution limited rent deposit account containing £139,188 or such funds as may from time to time stand to the credit of the account.

The performance of the company's (the tenant) obligations to the chargee in a lease of even date and this deed

Nationwide Building Society

Floating charge such of the company's property as shall from time to time be subject to legal charges in favour of the chargee but not otherwise. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee under the terms of the original debenture

Nationwide Building Society

The f/h property k/a 76 dean street city of westminster t/n NGL129044. Together with all buildings fixtures (including trade fixtures) fixed plant and machinery thereon the goodwill of any business carried on at the property the benefit of any licences and registrations required in the running of such business.

All monies due or to become due from the company to the chargee

Nationwide Building Society

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee

Paribas,as Agent and Trustee for the Finance Parties (As Defined)

L/Hold land/blds known as 1 watford business park,caxton way,watford,hertfordshire,barnet; t/no hd 264019 and unit 12,brunswick park estate,brunswick park rd,new southgate,barnet; ngl 385108; see form 395. fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee on any account whatsoever under each finance document (as defined)

Samuel Montagu & Co.Limited

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

All monies due or to become due from the company and/or all or any other companies named therein to the chargee under the terms of each finance document to which each obligor is a party except for any obligation which, if it were so included, would result in the debenture contravening section 151 of the companies act 1985

National Westminster Bank PLC

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

All monies due or to become due friom the company and/or all or any of the other companies named therein to the chargee under the terms of the facility agreement and this deed both dated 9TH june 1994

National Westminster Bank PLC

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

All monies due or to become due from the company to the chargee as agent and turstee for the beneficianies (s defined) under the terms of a guarantee of even date.

Barclays Bank PLC

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee on any account whatsoever

The Royal Bank of Scotland

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

All monies due or to become due from the company to the chargee on any account whatsoever

Williams & Glyn's Bank PLC

Fixed & floating charg on the undertaking and all property and assets present and future including goodwill & book debts uncalled capitl.. Together with fixed and moveable plant machinery fixtures implements and utensils.

All monies due or to become due from the company to the chargee on any account whatsoever