Twentieth Century-Fox Film Company Limited

New Millennium Investors L.L.C.

All grantors's right,title and interest in and to all accounts,instruments,chattel paper and general intangibles for moneys due or to become due and all other rights for payment of moneys; all other rights under any license agreements, franchise agreements and other agreements and contacts, by way of assignment all book and other debts (as defined). See the mortgage charge document for full details.

All obligations of twentieth century fox film corporation to new millennium investors L.L.C. now or hereafter existing under an amended and restated master agreement dated 28TH june 1996

New Millennium Investors L.L.C.

All grantors's right,title and interest in and to all accounts,instruments,chattel paper and general intangibles for moneys due or to become due and all other rights for payment of moneys; all other rights under any license agreements, franchise agreements and other agreements and contacts; please refer to form 395 for further details.

All obligations of twentieth century fox film corporation to new millennium investors L.L.C. now or hereafter existing under an amended and restated master agreement dated 28TH june 1996

New Millennium Investors L.L.C.

All grantors's right,title and interest in and to all accounts,instruments,chattel paper and general intangibles for moneys due or to become due and all other rights for payment of moneys; all other rights under any license agreements, franchise agreements and other agreements and contacts;. See the mortgage charge document for full details.

All obligations of twentieth century fox film corporation to new millennium investors L.L.c now or hereafter existing under an amended and restated master agreement dated 28TH june 1996

New Millennium Investors L.L.C.

All collateral with respect to the additional transferred films being each motion picture currently entitled "say it isn't so" and "someone like you" floating charge all moneys (including interest) standing to the credit of the deposit accounts and other interests as defined on form M395.. See the mortgage charge document for full details.

All obligations of twentieth century fox film corporation to the chargee now or hereafter existing under an amended and restated master agreement dated 28 june 1996

New Millennium Investors L.L.C.

All right title and interest in and to all accounts, instruments, chattel, paper and general intangibles for moneys due and all other rights and in those portions of the deposit accounts and of the funds from time to time constituting gross receipts in respect of additional transferred film. All book and other debts al l payments to the grantor under or in connection with any contracts of insurance policies. Fixed charge all moneys standing to the credit of any special account. Floating charge all monies standing to the credit of the deposit account (all terms defined therein). See the mortgage charge document for full details.

All obligations of twentieth century fox film corporation to the chargee now or hereafter existing under an amended and restated master agreement dated 28 june 1996

New Millenium Investors L.L.C.

A security interest under the collateral assignment of all collateral with respect to the transferred film entitled "here on earth" including all accounts instruments chattel paper and rights for payments of monies due or to become due resulting in constituting evidencing or otherwise comprising gross receipts book and other debts for further details please refer to form M395 and continuation sheets see the mortgage charge for fuller details.

All obligations of twentieth century fox film corporation to new millenium investors L.L.C. now or hereafter existing under an amended and restated master agreement dated 28TH june 1996

New Millennium Investors L.L.C.

All grantor's right, title and interest in and to all accounts, instruments, chattel paper and general intangibles for moneys due or to become due and all other rights for payment of moneys; all other rights under any license agreements, franchise agreements and other agreements and contracts; see form 395 for full details.

All obligations of twentieth century fox film corporation to new millennium investors L.L.C. now or hereafter existing under an amended and restated master agreement dated 28TH june 1996

New Millennium Investors L.L.C.

All collateral with respect to the additional transferred film being the motion picture currently entitled "quills" (the "collateral"), floating charge all moneys (including interest) standing to the credit of the deposit accounts and other interests as defined on form M395. See the mortgage charge document for full details.

All obligations of twentieth century fox film corporation to the chargee now or hereafter existing under an amended and restated master agreement dated 28 june, 1996

New Millennium Investors L.L.C.

All collateral with respect to the additional transferred film being the motion picture currently entitled "men of honor" (the "collateral") and other interests as defined on form M395.

All obligations of twentieth century fox film corporation to the chargee now or hereafter existing under an amended and restated master agreement dated 28TH june, 1996

New Millennium Investors L.L.C.

All right title and interest in and to all accounts instruments chattel paper due or become due and all other rights for payments of money due or to become due in respect of such additional transferred film ("the legend of bagger vance") and all license agreements and other agreements and contracts existing as at 31ST october 2000. see the mortgage charge document for full details.

All obligations of twentieth century fox film corporation to the chargee now or hereafter existing under an amended and restated master agreement dated 28TH june 1996

New Millennium Investors L.L.C.

All collateral with respect to the additional transferred film (the "collateral"), assignment as a first fixed charge all book and other debts in respect of the film, first floating charge all moneys (including interest) standing to the credit of the deposit accounts held by the grantor constituting gross receipts in respect of the film,see the mortgage charge document for full details.

All obligations of twentieth century fox film corporation to the chargee now or hereafter existing under an amended and restated master agreement dated 28TH june 1996

New Millennium Investors L.L.C.

All collateral with respect to the additional transferred film (the "collateral"), assignment as a first fixed charge all book and other debts in respect of the film, first floating charge all moneys (including interest) standing to the credit of the deposit accounts held by the grantor constituting gross receipts in respect of the film, see companies house microfiche for full details.. See the mortgage charge document for full details.

All obligations of twentieth century fox film corporation to the chargee now or hereafter existing under an amended and restated master agreement dated 28TH june 1996

New Millennium Investors L.L.C.

All of the grantor's right title and interest whether owned as at 20TH september 2000 or thereafter acquired in and to all accounts instruments chattel paper and general intangibles for moneys due or to become due and all other rights for the payment of moneys due or to become due in each case resulting in constituting evidencing or otherwise comprising gross receipts in respect of such additional transferred film from time to time including all such accounts instruments chattel paper general intangibles and other rights under any and all license agreements franchise agreements distribution agreements participation agreements and other agreements and contracts existing as at 20TH sept 2000 or thereafter under which any such gross receipts arise or are to arise and all rights existing as at 20TH sept 2000 or thereafter in and to all security interests or liens guarantees insurance and other agreements from time to time securing or otherwise supporting payment of any such accounts instruments chattel paper general intangibles and other rights for payment (but only to the extent of the amount of such accounts instruments chattel paper general intangibles and other rights for payment);.

All obligations of twentieth century fox film corporation to the chargee now or hereafter existing under an amended and restated master agreement dated 28TH june 1996

New Millenium Investors L.L.C.

All of the grantor's right title and interest whether owned as at 10TH august 2000 or thereafter acquired in and to all accounts instruments chattel paper and general intangibles for the moneys due or to become due and all other rights for payment of moneys due or become due in each case resulting in constituting evidencing or otherwise comprising gross receipts in respect of such additional transferred film (sunset strip). See the mortgage charge document for full details.

All obligations of twentieth century fox film corporation to new millenium investors L.L.C. now or hereafter existing under an amended and restated master agreement dated 28TH june 1996 (as defined therein)

New Millennium Investors L.L.C.

All of the grantor's right title and interest whether owned as at 11 july 2000 hereafter acquired in and to all accounts instruments chattel paper and general intangibles for monies due or to become due and all other rights for the payment of monies due or to become due in each case resulting in constituting evidence. See the mortgage charge document for full details.

All obligations of twentieth century fox film corporation to new millenium investors L.L.C. now or hereafter existing under an amended and restated master agreement dated 28TH june 1996 (as defined therein)

New Millennium Investors L.L.C.

All of the grantor's right title and interest whether owned as at 11 july 2000 thereafter acquired in and to all accounts instruments chattel paper and general intangibles for monies due or to become due and all other rights for the payment of monies due or to become due in each case resulting in constituting evidence. See the mortgage charge document for full details.

All obligations of twentieth century-fox film corporation to the chargee now or hereafter existing under an amended and restated master agreement dated 28 june 1996

New Millennium Investors L.L.C.

All right,title and interest in and to all accounts,instruments,chattel paper and general intangibles for moneys due and all other rights thereon. See the mortgage charge document for full details.

All obligations of twentieth century fox film corporation to new millennium investors L.L.C.now or hereafter existing under an amended and restated master agreement dated 28TH june 1996

New Millenium Investors L.L.C.

All of the grantors right title and interest whether owned as at 1ST june 2000 or thereafter acquired in and to all accounts instruments chattel paper and general intangibles for moneys due or to become due in each case resulting in constituting evidencing or otherwise comprising gross receipts in respect of the transencing or otherwise comprising gross receipts in respect of such additional transferred film from time to time including all such accounts instruments chattelpaper general intangibles and other rights under any and all license agreements franchise agreements distribution agreements participation agreements and other agreements and contracts existing as at 1ST june 2000 or thereafter under which any such gross receipts arise or are to arise and all rights exisitng as at 1ST june 2000 or thereafter in and to all security interests or liens guarantees insurance and other agreements from time to time securing or otherwise supporting payment of any such accounts instruments chattel paper general intangibles and other rights for payment (but only to the extent of the amount of such accounts instruments chattel paper generalintangibles and other rights for payment).

All obligations of twentieth century fox film corporation ("fox folm") to the chargee now or hereafter existing under an amended and restated master agreement dated 28TH june 1996

New Millenium Investors L.L.C.

The security interest under the collateral assignment in all collateral with respect to the additional transferred film entitled "where the heart is" including all rights and interest in all accounts instruments chattel paper and general intangibles and rights for payment of moneys due resulting in or otherwise coprising gross receipts,all book and other debts for full details of all charged assets please refer to form 395 and continuation pages thereto. See the mortgage charge document for full details.

All obligations of twentieth century fox film corporation to new millenium investors L.L.C. now or hereafter existing under an amended and restated master agreement dated 28TH june 1996

New Millenium Investors L.L.C.

The security interest under the collateral assignment in all collateral with respect to the additional transferred film entitled "here on earth" including all rights and interest in all accounts instruments chattel paper and general intangibles and rights for payment of moneys due resulting in or otherwise coprising gross receipts,all book and other debts for full details of all charged assets please refer to form 395 and continuation pages thereto. See the mortgage charge document for full details.

All obligations of twentieth century fox film corporation to new millenium investors L.L.C. now or hereafter existing under an amended and restated master agreement dated 28TH june ,1996

New Millennium Investors L.L.C.

All of the grantor's right title and interest whether owned as at 24 february 2000 or thereafter acquired in and to all accounts instruments chattel paper and general intangibles for moneys due or to become due and all other rights for payment of moneys due or to become due in each case resulting in constituting evidencing or otherwise comprising gross receipts in respect of such additional transferred film from time to time including all such accounts instruments chattel paper general intangibles and other rights under any and all license agreements franchise agreements distribution agreements participation agreements and other agreements and contracts existing as at 24 february 2000 or thereafter under which any such gross receipts arise or are to arise.. See the mortgage charge document for full details.

All obligations of twentieth century fox film corporation ("fox film") to the chargee ("the assignee") now or hereafter existing under an amended and restated master agreement dated 28 june 1996

New Millennium Investors L.L.C.

All of the grantor's right title and interest whether owned as at 01.02.00 or thereafter acquired in and to all accounts instruments chattel paper and general intangibles for moneys due or to become due and all other rights for the payment of moneys due or to become due in each case resulting in constituting evidencing or otherwise comprising gross receipts in respect of such additional transferred film from time to time including all such accounts instruments chattel paper general intangibles and other rights under any and all license agreements franchise agreements distribution agreements participation agreements and other agreements and contracts existing as at 01.02.00 or thereafter under which any such gross receipts arise or are to arise and all rights exisitng as at 01.02.00 or thereafter in and to all security interests or liens guarantees insurance and other agreements from time to time securing or otherwisesupporting payment of any such accounts instruments chattel paper general intangibles and other rights for payment (but only to the extent of the amount of such accounts instruments chattel paper general intangibles and other rights for payment);. See the mortgage charge document for full details.

All obligations of twentieth century fox film corporation ("fox film") to the chargee ("the assignee") now or hereafter existing under an amended and restated master agreement dated 28TH june 1996 between the assignee and fox film (the "master agreement") from time to time (all such obligations being the "secured obligations"); and without limiting the generality of the foregoing, all amounts that constitute part of the secured obligations and would be owed by fox film to the assignee under the master agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganisation or similar proceeding involving fox film

New Millennium Investors L.L.C.

All of the grantor's right title and interest whether owned as at 14.1.99 or thereafter acquired in and to all accounts instruments chattel paper and general intangibles for moneys due or to become due and all other rights for the payment of moneys due or to become due in each case resulting in constituting evidencing or otherwise comprising gross receipts in respect of such additional transferred film from time to time including all such accounts instruments chattel paper general intangibles and other rights under any and all license agreements franchise agreements distribution agreements participation agreements and other agreements and contracts existing as at 14.12.99 or thereafter under which any such gross receipts arise or are to arise and all rights exisitng as at 14.12.99 or thereafter in and to all security interests or liens guarantees insurance and other agreements from time to time securing or otherwisesupporting payment of any suc h accounts instruments chattel paper general intangibles and other rights for payment (but only to the extent of the amount of such accounts instruments chattel paper general intangibles and other rights for payment);.

All obligations of twentieth century fox film corporation ("fox film") to the chargee ("the assignee") now or hereafter existing under an amended and restated master agreement dated 28TH june 1996 between the assignee and fox film (the "master agreement") from time to time (all such obligations being the "secured obligations"); and without limiting the generality of the foregoing, all amounts that constitute part of the secured obligations and would be owed by fox film to the assignee under the master agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganisation or similar proceeding involving fox film

New Millennium Investors L.L.C.

All assets charged by the company under the terms of the charge in relation to films provisionally entitled "light it up" and "stir of echoes". See the mortgage charge document for full details.

All obligations of twentieth century fox film corporation to the chargee now or hereafter existing under an amended and restated master agreement dated 28TH june 1996

New Millennium Investors L.L.C.

All of the grantor's right title and interest whether owned as at 29 october 1999 thereafter acquired in and to all accounts instruments chattel paper and general intangibles for monies due or to become due and all other rights for the payment of monies due or to become due in each case resulting in constituting evidence.

All obligations of twentieth century fox film corporation to the chargee now or thereafter existing under an amended and restated master agreement dated 28 june 1996