Poole Developments Limited

The Royal Bank of Scotland International Limited

The benefit of its right,title and interest in and to the contracts, sums which shall from time to time become payable to the company under the contracts, the rights of the company arising out of or in connection with any breach or default of or under any of the terms,convenants or conditions of the contracts.. See the mortgage charge document for full details.

All monies due or to become due from orb developments limited to the chargee pursuant to an agreement dated 29 june 2001

The Royal Bank of Scotland International Limited

By way of first fixed legal charge all of the company's present and future right,title and interest in and to the construction contract dated 10 august 2001, the appointments, the collateral warranties from subcontractors and subconsultants,sums which shall from time to time become payable to the company by taylor woodrow construction limited, the professionals and the warrantors,it's rights arising out of or in connection with any breach of default by taylor woodrow construction limited under the contract, the professionals under the appointments and the warrantors under the warranties.. See the mortgage charge document for full details.

All monies due or to become due from the company or any person who is a party to any document exeucted under or pursuant to the terms of the facility agreement dated 29 june 2001 to the chargee on any account whatsoever

The Royal Bank of Scotland International Limited

L/H property k/a land at the quay and fisherman's road poole dorset all plant machinery fixtures fittings of the company at the property all furniture furnishings equipment tools and other chattels goodwill and all procceds of insurance benefit of any interest rate swap or other agreement with the bank or any third party and all monies standing to the credit of the company on any account with the bank. See the mortgage charge document for full details.

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

The Royal Bank of Scotland International Limited

The benefit of the company's right title benefit and interest in and to the contract being the agreement for sale dated 16TH january 2001 between the company, orb estates limited, andrew cohen and g smith and all monies and rights accruing therefrom under the terms of the assignment over agreement for lease. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee

The Royal Bank of Scotland International Limited

All the company's interest in the entire issued share capital of dolphin quay management apartments limited all dividends distributions and other income accruing therefrom. See the mortgage charge document for full details.

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

The Royal Bank of Scotland International Limited

By way of legal charge the "poole rights" as defined in a deed of even date between the bank,poole pottery limited and the company.

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

The Royal Bank of Scotland International Limited

L/H property k/a land at the quay poole dorset benefit of any interest rate swap or other agreement and all funds standing to the credit of the company. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets. See the mortgage charge document for full details.

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

The Royal Bank of Scotland International Limited

By way of legal charge the "poole rights" as defined in a deed of the same date between the bank (1) poole pottery (2) the borrower (3).

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

The Royal Bank of Scotland International Limited

Assigns all the benefit of its right title and interest in and to the contract, meaning the agreement for lease dated 14 march 2000 between the council of the borough and county of the town of poole (1) and the company (2) sums payabl to the company by any obligee (as defined) under the contract. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee

The Royal Bank of Scotland International Limited

Assigns all the benefit of its right title and interest in and to the contract, meaning the agreement for the supply of goods dated 22 march 2000 between poole pottery and the company, sums payable to the company by any obligee (as defined) under the contract. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee

The Royal Bank of Scotland International Limited

Assigns all the benefit of its right title and interest in and to the contract , meaning the agreement for lease dated 14/3/00 between the council of the borough and county of the town of poole (1) and the company (2), sums payable to the company by any obligee (as defined) under the contract. See the mortgage charge document for full details.

All monies due or to become due from the company to the chargee

The Royal Bank of Scotland International Limited

L/H property k/a land at the quay poole dorset the benefit of any interest rate swap or other agreement, al funds standing to the crdit of the company. By way of fixed charge the benefit of all covenants and rights concerning the property and plant machinery fixtures fittings furniture equipment implements and utensils the goodwill of any business carried on at the property and the proceeds of any insurance affecting the property or assets. See the mortgage charge document for full details.

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

The Royal Bank of Scotland International 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.

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

The Royal Bank of Scotland International Limited

All that l/h land and buildings on the north side of the quay poole t/n DT227231 and f/h land at east quay road poole t/n DT200628 and the proceeds of sale all plant machinery fixtures and fittings furniture furnishings and equipment goodwill and the proceeds of any insurance (please refer to form 395 for full details).

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

Lloyds Bank PLC

All monies reserved or payable as rent under or by virtue of the occupational leases in connection with 5 & 17 st regis heights,firecrest drive and 2 & 4 firecrest drive hampstead london.

All monies due or to become due from ossory estates PLC to the chargee on any account whatsoever

Barclays Bank PLC

Greycoats, 51/52 victoria road,swindon,wiltshire title number wt 69253.

All monies due or to become due from the company and/or ossory estates PLC to the chargee on any account whatsoever

Barclays Bank PLC

Crouch farm,crockenhill road,st mary cray swanley london borough of bromley t/n sgl 373827.

All monies due or to become due from the company and/or ossory estates PLC on any account whatsoever

Kansallis Osake Pankki

Freehold property within west denbigh industrial estate milton keynes buckingham.

All monies due or to become due from the company to the chargee under a loan agreement of even date and this charge

National Westminster Bank PLC

Leasehold 2,4 and 6 st regis heights and 4 savoy court hampstead camden london and/or the proceeds of sale thereof.

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

Lloyds Bank PLC

Freehold 5 and 17 st regis heights,firecrest drive, and 2 and 4 firecrest drive,hampstead,london nwe.goodwill of business.

All monies due or to become due from ossory estates PLC to the chargee on any account whatsoever

National Westminster Bank PLC

Freehold property known as 1 birchwood drive and 11 birchwood drive,hampstead,london NW3 and/or the proceeds of sale thereof.

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

Kansallis-Osake-Pankki

Leasehold property land within west denbigh industrial estate milton keynes buckingham (see microfiche for full details).

All monies due or to become due from the company to the chargee under the terms of a loan agreement of even date and this deed

Barclays Bank PLC

9 st regis heights firecrest drive london borough of camden part title number ngl 428569.

All monies due or to become due from the company and/or ossory estates PLC to the chargee on any account whatsoever

Barclays Bank PLC

14 st regis heights firecrest drive hampstead london borough of camden part title number ngl 428569.

All monies due or to become due from the company and/or ossory estates PLC to the chargee on any account whatsoever

Barclays Bank PLC

1 firecrest drive, hampstead,london borough of camden title number ngl 428569.

All monies due or to become due from the company and/or ossory estates PLC to the chargee on any account whatsoever