Prepared Foods Group Limited

The Governor and Company of the Bank of Scotland (The "Agent")

Land and buildings to the east of broadwater lane tunbridge wells, kent. F/h t/no K828945. Unit 29 castle park ind. Estates, flint, CH6 5XA, f/h CYM35875. Factory, no.1 Land on the north west side of cornhill close, lodge way, northampton f/h t/no HN16610. (For further property charged please refer to the form 395).

All monies due or to become due from the borrowers to any of the secured parties. Under the terms of the aforementioned instrument creating or evidencing the charge

Robert Fleming & Co. Limitedas Security Trustee

By way of first legal mortgage l/h land and buildings at coquet industrial park amble northumberland. L/h t/n-ND106720 and all buildings fixtures (including trade fixtures) and fixed plant machinery from time to time on the further property.. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee under or pursuant to the debenture

Robert Fleming & Co.Limited

1) block 1H and 2H,west kent cold storage estate,sevenoaks,kent;2) bays 7 & 8 block h west kent cold storage estate,rye lane,dunton green,sevenoaks,kent;3) unit 22 eldon way,paddock wood,tunbridge wells,kent.for details of further properties charged please refer to 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. See the mortgage charge document for full details.

The company formerly known as booker prepared foods group limited covenants that it will pay to the security trustee (as defined) all moneys,obligations and liabilities due owing or incurred by it to the finance parties (as defined) or any of them under or pursuant to the finance documents (as defined) when the same become due for payment or discharge; and irrevocably and unconditionally guarantees: the due performance by the parent (as defined) and each of the other members of the group (as defined) of all its obligations under or pursuant to the finance documents to which it is a party; and the payment of all moneys and discharge of all liabilities due to the finance parties or any of them under or pursuant to the finance documents by (x) each other company (as defined) and by (y) any other present or future subsidiary of the parent or of any company

Midland Bank LTD

Land & premises at east side of broadwater lane, tunbridge wells kent title no. K208653.

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

Midland Bank PLC

L/P on the east side of broadwater lane, tunbridge wells together with all machinery fixtures therein or thereon (see doc 46 for full details).

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