INTERTEK TESTING SERVICES HOLDINGS LIMITED.

Pledge over claims agreement

Created on 27 May 2002

Delivered on 13 Jun 2002

Status fully-satisfied

Persons Entitled

Deutsche Bank Ag, London Branch as Security Trustee for the Secured Parties (The "Securitytrustee")

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

The claims. See the mortgage charge document for full details.

Transactions

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Debenture

Created on 27 May 2002

Delivered on 06 Jun 2002

Status fully-satisfied

Persons Entitled

Deutsche Bank Ag London Branch (The Security Trustee)

Amount Secured

All monies due or to become due from the company to the chargee or any of the other beneficiaries under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

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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A second ranking debenture

Created on 27 Jul 2001

Delivered on 13 Aug 2001

Status fully-satisfied

Persons Entitled

Bankers Trust Company,as Trustee for the Beneficiaries

Amount Secured

All monies due or to become due from the company to the chargee or any of the other beneficiaries (as defined) in respect of the term c facility (as defined) under or pursuant to the senior facility documents (as defined),including this debenture, and including any liability in respect of any further advances made under the term c facility

Short Particulars

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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Share pledge agreement

Created on 29 Nov 1996

Delivered on 04 Dec 1996

Status fully-satisfied

Persons Entitled

Bankers Trust Company as Security Trustee for the Beneficiaries (As Defined)

Amount Secured

Each and every liability now due or to become due from the company to the chargees pursuant to each of the senior facility documents (including the agreement)

Short Particulars

The parent pledges the one share no. 1,247 (the share) owned by the parent in inchcape testing services belgium nv a belgian soci'ete anonyme /naamloze vennootschap with its registered office. See the mortgage charge document for full details.

Transactions

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Agreement and deed of pledge

Created on 08 Nov 1996

Delivered on 20 Nov 1996

Status fully-satisfied

Persons Entitled

Bankers Trust Company,as Security Trustee for the Beneficiaries (As Defined)

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever pursuant to the senior facility documents (as defined)

Short Particulars

All encumbrances and attachments and all shares,cash dividends payable; all rights,monies,shares or other assets and all proceeds thereon. See the mortgage charge document for full details.

Transactions

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Debenture

Created on 08 Nov 1996

Delivered on 20 Nov 1996

Status fully-satisfied

Persons Entitled

Bankers Trust Company,as Security Trustee for the Beneficiaries (As Defined)

Amount Secured

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

Short Particulars

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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Share pledge agreement

Created on 08 Nov 1996

Delivered on 20 Nov 1996

Status fully-satisfied

Persons Entitled

Bankers Trust Company

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the senior facility agreement dated 8TH october 1996

Short Particulars

First priority pledge over the pledged shares as well as over any shares and other securities that the parent may recieve in substitution for such shares together with all dividends paid. See the mortgage charge document for full details.

Transactions

Share pledge agreement (as defined)

Created on 08 Nov 1996

Delivered on 20 Nov 1996

Status fully-satisfied

Persons Entitled

Bankers Trust International PLC,as Arranger Under the Senior Facility Agreement and Bankerstrust Company,as Agent and Security Trustee Bank,Initial Hedge Counterparty and Fronting Bank Under the Senior Facility Agreement

Amount Secured

All monies due or to become due from the company to the chargee in accordance with the relevant provision of the senior facility agreement dated 8TH october 1996 as amended by a first supplemental agreement dated on or about 8TH november 1996 and each of them under the senior facility agreement (as defined)

Short Particulars

The one share with the aggregate nominal amount of dm 50,000 of testing holdings germany gmbh and all additional shares in the capital of the company with all ancillary rights and claims. See the mortgage charge document for full details.

Transactions

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A share pledge agreement

Created on 08 Nov 1996

Delivered on 20 Nov 1996

Status fully-satisfied

Persons Entitled

Bankers Trust Company

Amount Secured

All monies due or to become due from the company to the chargee as trustee for the beneficiaries and its schedules attached thereto, as it may be amended, supplemented, otherwise modified, restated, novated or replaced from time to time under or pursuant to the senior facility documents (including this security agreement)

Short Particulars

1. the pledgor has assigned conveyed mortgaged pledged hypothecated and charged in favour of the security trustee as trustee for the beneficiairies as and by way of a fixed and specific charge and granted a security interest to the security trustee as trustee for the beneficiairies in all of the pledgor's rights title benefits and interests in and to the collateral as continuing security for the payment and performance of the secured obligations. The parties intended that the collateral shall include all personal property of the same nature as collateral which each amalgamated corporation of which the pledgor or any of its successors is one of the amalgamating corporations and all collateral subsequently acquired by or owned by such corporation.

Transactions

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A pledge of rights agreement dated 8/11/96

Created on 05 Nov 1996

Delivered on 20 Nov 1996

Status fully-satisfied

Persons Entitled

Bankers Trust Company as Security Trustee for the Beneficiaries (As Defined)

Amount Secured

The full and puncutal performance and discharge of the whole of the obligations,liabilities of all monies now due or to become due from the company to the chargees pursuant to the terms of the senior facility agreement dated 8/10/96 together with all the security and finance documents (as defined)

Short Particulars

All its rights title and interest in the collateral each new right of claim arsisng under the specified agreement shall automatically become subject to the security constituted by the agreement. See the mortgage charge document for full details.

Transactions

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