Phoneme Ltd

Ringwood Investments LTD, Graham Peter Herbert, Oracle Phoneme Limited, Collin John Petitt Damon John Oldcorn, Brian Henryvarley and Zita De Lancey ("the Noteholders")

The benefit of security being a chattel mortgage and assignment of intellectual property rights both dated 20 november 2000.

All monies due or to become due from the company to the chargee pursuant to a secured convertible loan stock deed dated 24 november 2000

Oracle Phone Limited on Behalf of Itself and All Future Noteholders Together the "Noteholders"

The computer equipment and furniture and all logbooks, maintenance records, record books, manuals, handbooks and drawings relating to such chattels.

All monies due or to become due from the company to the chargee pursuant to a secured convertible loan stock deed of even date

Scorpion Nominees Limited, Anthony John Jones, Satis Trust Together the "Noteholders"

An assignment by way of security all property rights of the company (as defined) both present and future.

All monies and other obligations owing by the company to the noteholders (as defined) pursuant to a secured convertible loan stock deed dated 24TH november 2000 issued by the company

Scorpion Nominees Limited, Anthony John Jones, Satis Trust Together the "Noteholders"

All servers belonging to the comapny including all appliances parts components and instruments installed therein or thereon. See the mortgage charge document for full details.

All monies and other obligations owing by the company to the noteholders (as defined) pursant to a secured loan stock deed dated 24TH november 2000 issued by the company