Foray 1088 Limited

3I PLC(Or Such Other Person as May from Time to Time Be the Security Trustee for the Purposes of the Charge) for Itself and as Trustee for the Investors

.. 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 under the terms of the debenture and an indemnity agreement of even date

3I PLC as Agent and Trustee for Itself and the Banks (As Defined)

F/H land to the north west of blackmoor foot road crosland moor huddersfield kirklees west yorkshire t/no wyk 175950 please see 395 104 l 10/6 for full details. 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 thecompany and/or foray 382 limited to the chargees under the terms of a mezzanine loan agreement dated 15/5/92 and/or thischarge

The Governor and Company of the Bank of Scotland as Agent for Itselfand the Banks (As Defined)

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 thecompany to the chargees under the terms of a facilities agreement dated 15/5/92 and/or this charge

The Governor and Company of the Bank of Scotland as Agent for Itselfand the Banks (As Defined)

L/H property k/a or being bnkers e and ffauld industrial estate near tutbury staffs.

All monies due or to become due from thecompany to the chargees under the terms of a guarantee of even date and/or this charge

The Governor and Company of the Bank of Scotland as Agent for Itselfand the Banks (As Defined)

Land and buildings at doncaster road south elmsall west yorks see 395 62 c 8/6 for full details.

All monies due or to become due from thecompany to the chargees under the terms of a guarantee of even date and/or this charge

The Governor and Company of the Bank of Scotland as Agent for Itselfand the Banks (As Defined)

All right title and interest held by themortgagor now or at any time in the future in the property k/a magazine no M24 see 395 63 c 8/6 for full details.

All monies due or to become due from thecompany to the chargees under the terms of a guarantee of even date and/or this charge

For Governor and Company of the Bank of Scotland as Agent for Itselfand the Banks (As Defined)

Unregistered f/h land and buildings at broad lane south kirby west yorks see 395 64 c 8/6 for full deatails.

All monies due or to become due from thecompany to the chargees under the terms of a guarantee of even date and/or this charge

The Governo and Company of the Bank of Scotland as Agent for Itselfand the Banks (As Defined)

F/H land and buildings to the north westof blackmoor foot road crosland moor huddersfield kirklees west yorks t/no WYK1 75950 see 395 60 c 8/6 for full details.

All monies due or to become due from thecompany to the chargees under the terms of a guarantee of even date and/or this charge

The Governor and Company of the Bank of Scotland(As Security Trustee for and on Behalf of the Beneficianies)

(See form 395 ref M134 for full details). 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.

For amending the terms of debenture dated 2ND november 1990

The Govarnor and Company of the Bank of Scotland(The Security Trustee)

Stocks shares and other securities all parents desings and copyrights property as listed in the schedules to the form 395 (for details in full please see form 395, continuation sheets and schedules relevanet to this charge). 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.

For securing the payment and discharge of all the guaranteed obligations (as defined in the guarantee dated 2ND november 1990) and the obligations under any facility document (as defined in the guarantee) and all monies and liabilities in whatever currency at any time arising under or pursuant to any facility document or this charge