PATHE FEATURES LIMITED

A charge over cash deposit and account

Created on 05 Apr 2005

Delivered on 15 Apr 2005

Status outstanding

Persons Entitled

Clydesdale Bank Public Limited Company

Amount Secured

All monies due or to become due from partners for the time being of derwent films LLP (borrowers) and the company to the chargee and from the company to the partnership under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

All monies from time to time standing to the credit of account number 11350542 sort code 05-00-20 together with all entitlements to interest, the right to repayment and other rights and benefits accruing thereto or arising. See the mortgage charge document for full details.

Transactions

A charge over cash deposit and account

Created on 05 Apr 2005

Delivered on 15 Apr 2005

Status outstanding

Persons Entitled

Clydesdale Bank Public Limited Company

Amount Secured

All monies due or to become due from partners for the time being of mole films LLP (borrowers) and the company to the chargee and from the company to the partnership under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

All monies from time to time standing to the credit of account number 11350542 sort code 05-00-20 together with all entitlements to interest, the right to repayment and other rights and benefits accruing thereto or arising. See the mortgage charge document for full details.

Transactions

Cahrge on deposits

Created on 05 Apr 2005

Delivered on 07 Apr 2005

Status outstanding

Persons Entitled

Abn Amro Bank N.V.

Amount Secured

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

Short Particulars

The sum of gbp 10,979,715.60 deposited in respect of the lease agreement reltating to the film entitled "bride and prejudice". See the mortgage charge document for full details.

Transactions

Charge on deposits

Created on 05 Apr 2005

Delivered on 07 Apr 2005

Status outstanding

Persons Entitled

Abn Amro Bank N.V.

Amount Secured

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

Short Particulars

The sum of gbp 5,298,122.67 deposited in respect of the lease agreement relating to the film entitled "churchill". See the mortgage charge document for full details.

Transactions

A charge over cash deposit and account

Created on 15 Dec 2004

Delivered on 30 Dec 2004

Status outstanding

Persons Entitled

Clydesdale Bank PLC (Trading as Yorkshire Bank)

Amount Secured

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

Short Particulars

All monies from time to time standing to the credit of account number 11350542, sort code 05-00-20 maintained by the chargor with the account bank. See the mortgage charge document for full details.

Transactions

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Charge on deposits

Created on 15 Dec 2004

Delivered on 18 Dec 2004

Status outstanding

Persons Entitled

Abn Amro Bank N.V.

Amount Secured

All monies due or to become due from the depositor to the bank on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

£5,031,797.14 deposited in account number 4.01.97.549 at the banks offices at 250 bishopsgate london relating to the lease agreement of the film "enduring love" and all future payments deposited.

Transactions

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Charge and deed of assignment

Created on 01 Dec 2004

Delivered on 17 Dec 2004

Status outstanding

Persons Entitled

Societe Generale

Amount Secured

£4,841,463.00 due or to become due from the company to the chargee

Short Particulars

By way of first fixed charge all of its right title and interest in connection with the sale and leaseback transaction into which a deposit is made to secure the payment of the rentals due under the lease, any bank account opened and all monies standing to the credit thereof. See the mortgage charge document for full details.

Transactions

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Security assignment and charge

Created on 01 Dec 2004

Delivered on 15 Dec 2004

Status outstanding

Persons Entitled

UK Film Council

Amount Secured

All obligations due or to become due frm ppl and by the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

All right,title and interest in connection with the screenplay for the film ("bride and prejudice",formerly known as "pride & prejudice": the bllywood musical") and all copyright,sketches and designs thereof; all moneys payable,contracts,agreements,book debts and all personal property; the benefit of all other rights,tangible and intangible properties created or acquired; the revenues from book debts,income and proceeds of; see form 395 for details. See the mortgage charge document for full details.

Transactions

Security assignment and charge

Created on 01 Dec 2004

Delivered on 15 Dec 2004

Status outstanding

Persons Entitled

UK Film Council,Ingenious Films Limited and Film Four

Amount Secured

All obligations due or to become due from ppl and by the comany to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

All right title and interest and the benefit of all rights acquired by the company in connection with the screenplay for the film and all underlying rights upon which such screenplay is based; the entire copyright for the film ("enduring love") all musical compositions,lyrics and all rights to distribute,lease,broadcast or otherwise deal with the film; all income and moneys payable,all contracts and related agreements and revenues from book debts see form 395 for details. See the mortgage charge document for full details.

Transactions

Security assignment and charge

Created on 01 Dec 2004

Delivered on 11 Dec 2004

Status outstanding

Persons Entitled

Inside Track 2 LLP

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 benefit of all rights acquired or to be acquired by the chargor in connection with the screenplay. See the mortgage charge document for full details.

Transactions

Security assignment and charge

Created on 01 Dec 2004

Delivered on 11 Dec 2004

Status outstanding

Persons Entitled

Ingenious Films Limited

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

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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Security assignment and charge

Created on 01 Dec 2004

Delivered on 11 Dec 2004

Status outstanding

Persons Entitled

Inside Track 1 LLP

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 benefit of all rights acquired or to be acquired by the chargor in connection with the screenplay. See the mortgage charge document for full details.

Transactions

Security assignment and charge

Created on 01 Dec 2004

Delivered on 11 Dec 2004

Status outstanding

Persons Entitled

Inside Track Productions LLP

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 benefit of all rights acquired or to be acquired by the chargor in connection with the screenplay. See the mortgage charge document for full details.

Transactions

Deed of security assignment and charge

Created on 01 Dec 2004

Delivered on 10 Dec 2004

Status outstanding

Persons Entitled

UK Film Council and the Department of Trade and Industry

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

(I) the benefit of and all rights acquired or to be acquired by the chargor in connection with the screenplay for the film and all underlying rights upon which such screenplay is based (ii) the entire copyright throughout the universe in the screenplay for the film, and all copies of such screenplay and all sketches and designs thereof. See the mortgage charge document for full details.

Transactions

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Charge over cash deposit and account

Created on 29 Jul 2004

Delivered on 09 Aug 2004

Status outstanding

Persons Entitled

Alliance & Leicester Commercial Finance PLC

Amount Secured

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

Short Particulars

The deposit and the debts represented by the deposit. See the mortgage charge document for full details.

Transactions

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Charge on deposits

Created on 29 Jul 2004

Delivered on 03 Aug 2004

Status outstanding

Persons Entitled

Abn Amro Bank N.V.

Amount Secured

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

Short Particulars

£6,172,087.52 deposited in account number 4.01.85.990 (gbp) with the chargee in respect of the lease agreement relating to film "millions" and all present and future payments standing to the credit of the account and all earnings and interest thereon.

Transactions

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Security assignment and charge

Created on 31 Mar 2004

Delivered on 16 Apr 2004

Status outstanding

Persons Entitled

UK Film Council

Amount Secured

£2,000,000 and all other monies due or to become due from pathe pictures limited to the chargee and all obligations due or to become due from the company to the chargee, the sum of £739,118 and all other monies due or to become due from the company to ingenious and the sum of £700,000 and £300,000 and all other monies due or to become due from the company to the bbc under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

Assigned all right, title and interest in the benefit of and all rights acquire in connection with the screenplay of the film "millions", the entire copyright, the music and musical compositions, all rights to distribute, lease, license, sell. See the mortgage charge document for full details.

Transactions

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Security assignment and charge

Created on 31 Mar 2004

Delivered on 08 Apr 2004

Status outstanding

Persons Entitled

Inside Track 1 LLP

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

All the chargor;s right title and interest in (I) the benefit of and all rights acquired in connection with the screenplay for the film and all underlying rights upon which such screenplay is based (ii) the entire copyright thoughout the universe in the screenplay for the film. See the mortgage charge document for full details.

Transactions

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Charge over cash deposit in respect of a film entitled "dear frankie"

Created on 11 Mar 2004

Delivered on 26 Mar 2004

Status outstanding

Persons Entitled

Barclays Bank PLC

Amount Secured

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

Short Particulars

The deposit and the debts represented by the deposit. See the mortgage charge document for full details.

Transactions

Charge over cash deposit in respect of a film entitled "girl with a pearl earring"

Created on 11 Mar 2004

Delivered on 26 Mar 2004

Status outstanding

Persons Entitled

Barclays Bank PLC

Amount Secured

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

Short Particulars

The deposit and the debts represented by the deposit. See the mortgage charge document for full details.

Transactions

Security assignment and charge

Created on 11 Mar 2004

Delivered on 26 Mar 2004

Status outstanding

Persons Entitled

UK Film Council

Amount Secured

£2,000,000 and all other sums due or to become due from pathe pictures limited to the chargee and all obligations 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

Assigned all right, title and interest in the benefit of and all rights acquired in connection with the screenplay of the film "girl with a pearl earring", the entire copyright, the music and musical compositions, all rights to distribute, lease, license, sell. See the mortgage charge document for full details.

Transactions

Security assignment and charge

Created on 11 Mar 2004

Delivered on 26 Mar 2004

Status outstanding

Persons Entitled

UK Film Council and Scottish Screen

Amount Secured

£900,000 and all other sums due or to become due from pathe pictures limited to the chargee and £500,00 and all other obligations due or to become due from the company to chargee under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

Assigned all right, title and interest in the benefit of and all rights acquired in connection with the screenplay of the film "dear frankie", the entire copyright, the music and musical compositions, all rights to distribute, lease, license, sell. See the mortgage charge document for full details.

Transactions

Security assignment and charge

Created on 11 Mar 2004

Delivered on 19 Mar 2004

Status outstanding

Persons Entitled

Inside Track Productions LLP

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

Right title and interest in the entire copyright throughout the universe of the film the music musical compositions of the film all rights to distribute lease license sell exhibit broadcast or otherwise deal with the film the benefit of and the proceeds of all present and future policies of insurance in respect of the film the benefit of the collection agreement and all moneys payable to the chargor thereunder. See the mortgage charge document for full details.

Transactions

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Charge on deposits

Created on 11 Mar 2004

Delivered on 18 Mar 2004

Status outstanding

Persons Entitled

Abn Amro Bank N.V.

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 account number 4.01.72.228 gbp and all present and future right title and interest in the account and payments standing to the credit of the account.

Transactions

Charge on deposits

Created on 11 Mar 2004

Delivered on 18 Mar 2004

Status outstanding

Persons Entitled

Abn Amro Bank N.V.

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 account number 4.01.75.863 gbp and all present and future right title and interest in the account and payments standing to the credit of the account.

Transactions