WHITNASH PLC.

Charge over deposit (with chargee)

Created on 10 Jul 2001

Delivered on 27 Jul 2001

Status fully-satisfied

Persons Entitled

Kevin Connolly

Amount Secured

All monies due or to become due from the company to the chargee pursuant to the bonus letter dated 27 june 2001

Short Particulars

The company's right title and interest in and to the sum of £175,250.

Transactions

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Charge over deposit (with chargee)

Created on 10 Jul 2001

Delivered on 27 Jul 2001

Status fully-satisfied

Persons Entitled

Adrian Buckmaster

Amount Secured

All monies due or to become due from the company to the chargee pursuant to the bonus letter dated 27 june 2001

Short Particulars

The company's right title and interest in and to the sum of £350,000.

Transactions

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Conditional assignment of and security interest in itellectual property rights

Created on 23 Jun 1999

Delivered on 08 Jul 1999

Status fully-satisfied

Persons Entitled

The Governor and Company of the Bank of Scotland

Amount Secured

All present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each obligor (as defined)to the chargee as agent and trustee for itself and each of the lenders (as defined) and to the lenders (or any of them) under each or any of the senior finance documents and the mezzanine finance documents in each case together with all costs charges and expenses incurred by any bank in connection with the protection preservation or enforcement of it's respective rights under the senior finance documents or mezzanine finance documents or any other document evidencing or securing any such liabilities

Short Particulars

The intellectual property rights being the trade marks defined in the schedule to form 395 see form for full details. See the mortgage charge document for full details.

Transactions

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Conditional assignment of and security interest in intellectual property rights

Created on 23 Jun 1999

Delivered on 08 Jul 1999

Status fully-satisfied

Persons Entitled

The Governor and Company of the Bank of Scotland

Amount Secured

All present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each obligor (as defined)to the chargee as agent and trustee for itself and each of the lenders (as defined) and to the lenders (or any of them) under each or any of the senior finance documents and the mezzanine finance documents in each case together with all costs charges and expenses incurred by any bank in connection with the protection preservation or enforcement of it's respective rights under the senior finance documents or mezzanine finance documents or any other document evidencing or securing any such liabilities

Short Particulars

The intellectual property rights inlcuding the patents owned in the usa as defined in the schedule to form 395 please refer to form for full details. See the mortgage charge document for full details.

Transactions

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Pledge of shares

Created on 23 Jun 1999

Delivered on 08 Jul 1999

Status fully-satisfied

Persons Entitled

Possfund Custodian Trustees Limited

Deutsche Bank Ag London

Alpinvest Mezzanine B.V.

Intermediate Capital Limited

Britel Fund Trustees Limited

Bhf Bank Ag

Inermediate Capital Group PLC

The Governor and Company of the Bank of Scotland

Amount Secured

All present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each obligor (as defined)to the royal bank of scotland PLC for itself and nd each of the lenders) and to the lenders (as defined) or any of them under the senior facility agreement mezzanine facility agreement and each or any of the other senior finance documents and mezzanine finance documents (as defined) in each case together with all costs charges and expenses incurred by any lender in connection with the protection preservation or enforcement of it's respective rights under the senior finance documents or mezzanine finance documents or any other document evidencing or securing any such liabilities

Short Particulars

Material interest of some or all of the lenders under any of the finance documents for full details please refer to form 395. see the mortgage charge document for full details.

Transactions

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Debenture

Created on 23 Jun 1999

Delivered on 08 Jul 1999

Status fully-satisfied

Persons Entitled

The Governor and Company of the Bank of Scotland

Amount Secured

All present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each obligor (as defined)to the chargee (as agent and trustee for itself and each of the lenders) and to the lenders (as defined) or any of them under each or any of the senior finance documents (as defined) in each case together with all costs charges and expenses incurred by any lender in connection with the protection preservation or enforcement of it's respective rights under the senior finance documents or mezzanine finance documents or any other document evidencing or securing any such liabilities

Short Particulars

Please refer to form 395 for full details of charged assets. 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.

Transactions

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Pledge of shares

Created on 22 May 1995

Delivered on 06 Jun 1995

Status fully-satisfied

Persons Entitled

Morgan Grenfell & Co. Limited Financial Institutions as Defined Therein("the Security Agent") as Security Agent for The

Amount Secured

All monies due or to become due from each obligor to the chargee under each or any of the senior finance documents and the mezzanine finance documents

Short Particulars

A pledge (shichiken) upon all of the company's present and future right,title and interest in,to and over the shares. See the mortgage charge document for full details.

Transactions

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Conditional assignment

Created on 15 May 1995

Delivered on 16 May 1995

Status fully-satisfied

Persons Entitled

Morgan Grenfell & Co Limited (The "Agent")Lendersas Agent and Trustee for Itself and Each of The

Amount Secured

All monies due or to become due from each obligor (as defined therein) to the chargee under each or any of the senior finance documents, mezzanine finance documents or any other document as defined

Short Particulars

Intellectual property rights in ; country us, title separagelug, appln no 895458 patent no 4 225 025, country us, title screw auto-adjuster/brake, appln no 742741 patent no 4 109 773, country us, title stapled fulcrum, appln no 768769 patent no 4 114 742......... see the mortgage charge document for full details.

Transactions

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Conditional assignment

Created on 15 May 1995

Delivered on 16 May 1995

Status fully-satisfied

Persons Entitled

Morgan Grenfell & Co Limited (The "Agent")Lendersas Agent and Trustee for Itself and Each of The

Amount Secured

All monies due or to become due from each obligor (as defined therein) to the chargee under each or any of the senior finance documents, mezzanine financing documents or any other document as defined

Short Particulars

Intellectual property rights in: trademark, us title suretrac, appln no 222929. see the mortgage charge document for full details.

Transactions

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Deed of accession

Created on 27 Apr 1995

Delivered on 16 May 1995

Status fully-satisfied

Persons Entitled

Morgan Grenfell & Co Limited (The"Security Agent")Lendersas Agent and Trustee for Itself and Each of The

Amount Secured

All monies due or to become due from each obligor (as defined therein) to the chargee under each or any of the senior finance documents, mezzanine finance documents or any other document as defined in this deed

Short Particulars

F/H property known as land to the east and west of tachbrook road, leamington spa t/n WK156363, f/h property known as land on the north side of deykin avenue, witton, birmingham t/n WK225075, f/h property known as land at clapgate lane and woodgate lane, quinton, birmingham t/n WK225667.. See the mortgage charge document for full details.

Transactions

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Legal charge

Created on 08 Oct 1975

Delivered on 25 Mar 1975

Status fully-satisfied

Persons Entitled

The Secretary of State for Trade and Industry

Amount Secured

£565,125

Short Particulars

Land or north side of speke boulevarrd on the south side of gaskill rd & east side of shaw rd speke liverpool.

Transactions

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