Chelwood Group

The Royal Bank of Scotland 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 money or liabilities due owing or incurred to any secured party by any charging company or any other obligor at present or in the future in any manner whether actual or contingent together with interest

The Royal Bank of Scotland Plcas Security Trustee for Itself and the Other Secured Parties (The "Security Agent")

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 any charging company or any other obligor to any secured party on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Bankers Trust Companyas Security Trustee for Itself and the Other Finance Parties (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. 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 facility agreement, the finance documents (or any of them), the hedging agreements (or any of them) and the guarantee and debenture

Bankers Trust Company(The "Security Trustee")

All book and other debts all assets property goodwill and undertaking of the obligors under the deed. 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 the facility agreenent the finance documents, the hedging agreements and the guarantee and debenture or any of them.

Bankers Trust Companyas Security Trustee for Itself and the Other Finance Parties (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. 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 chargees under the terms of the term loan ans revolving credit agreement dated 20TH march 1995 pursuant to which the chargees agreed to make available a term loan of £28,000,000 and a revolving credit facility of up to £4,000,000 to the company (the "facility agreement"), the finance documents, the hedging agreements and this deed in any currency or currencies whether present or future

Cinven 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 denton sandown limited to the chargee under the terms of the facility agreement dated 3RD march 1995 or any collateral agreement

Cinven Limited

1 "a" ordinary share of us$1 in H.W. collier limited. 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 an agreement of even date

Cinven Limited

"A" ordinary shares of us$ 1.00 in salvesen brick limited. 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 an agreement of even date