B. ELLIOTT GROUP LIMITED

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

All indebtedness,liabilities and payment obligations which are as at 25TH september 1998 or may at any time thereafter be due,owing or incurred in any manner whatsoever to the security beneficiaries (as defined) by any group company (as defined) whether actually or contingently,whether pursuant to the guarantee or otherwise,whether solely or jointly with any other person,whether as principal or surety and whether or not the security beneficiaries (as defined) shall have been an original party to the relevant transaction and in whatever currency denominated including all liabilities from time to time assumed or incurred by the security beneficiaries at the request of any group company in connection with foreign exchange transactions,acceptances,discounting or otherwise or under guarantees,bonds,indemnities,documentary or other credits or any instruments whatsoever and including interest,discount,commission and other lawful charges or reasonable expenses which the security beneficiaries may in the course of their business charge in respect of any facilities or accommodations or service provided by the security beneficiaries for keeping any group company's account ("the secured obligations").

All indebtedness,liabilities and payment obligations which are as at 23RD july 1998 or may at any time thereafter be due,owing or incurred to the security beneficiaries (as defined) by any group company (as defined)(with the exception of capitalmarket) under the standby facility and the revolving general facility (both as defined) whether actually or contingently,whether pursuant to the guarantee or otherwise,whether solely or jointly with any other person,whether as principal or surety and whether or not the security beneficiaries shall have been an original party to the relevant transaction and in whatever currency denominated including all liabilities from time to time assumed or incurred by the secured beneficiaries at the request of any group company (with the exception of capitalmarket) in connection with foreign exchange transactions,acceptances,discounting or otherwise or under guarantees,bonds,indemnities,documentary or other credits or any instruments whatsoever and including interest,discount,commission and other lawful charges or reasonable expenses which the security beneficiaries may in the course of their business charge in respect of any facilities or accommodation or service provided by the security beneficiaries for keeping any group company's account (with the exception of capitalmarket)("the secured obligations").

All indebtedness,liabilities and payment obligations which are as at 25TH september 1998 or may at any time thereafter be due ,owing or incurred in any manner whatsoever to the royal bank of scotland PLC (as security trustee for the security beneficiaries) and the security beneficiaries by any group company whether pursuant to the guarantee or otherwise whether or not the security beneficiaries shall have been an original party to the relevant transaction and in whatever currency denominated including all liabilities from time to time assumed or incurred by the security beneficiaries at the request of any group company in connection with foreign exchange transactions,acceptances,discounting or otherwise or under guarantees bonds indemnities or any instrument whatsoever

All indebtedness, liabilities and payment obligations which are as at 23RD july 1998 or may at any time thereafter be due, owing or incurred to the chargee (as security trustee for the security beneficiaries) by any group company (with the exception of capitalmarket PLC) under the standby facility and the revolving general facility whether actually or contingently, whether pursuant to the guarantee or otherwise, including all liabilities from time to time assumed or incurred by the security beneficiaries at the request of any group company (with the exception of capitalmarket PLC) in connection with foreign exchange transactions, acceptances, discounting or otherwise or under guarantees, bonds, indemnities, documentary or other credits or any instruments whatsoever

All monies due or to become due from the company to the chargee and the secured parties (as defined) under or pursuant to the charge