PANFIDA GROUP PLC

Third floor james house, 1 babmaes street l/b of city of westminster.

By way of floating charge the whole of the company'S. Undertaking and all property and assets present and future including uncalled capital.

All dividends, interest & other income or other securities rights monies or other property deriving from any investment of any such dividends (see form 395 for full details.

A promissory note issued by world bazaar franchise corporation payable to the company dated 27.12.90 in the amount of usd 4000,000 and the common and preferred stock of world bazaar franchise corporation securing such note.

All the companys right title interest in & to the security documents and security proceeds (see form 395 for full details).

All dividends, interest and other incomeat any time hereafter deriving from any stocks, shares 5,300,00 10P ordinary shares of mrg, £26,500,000 nominal value variable rate convertible unsecured loan stock used by mrg in accordance with an instrument dated 20TH october 1987 (see form 395 for full details).

All the companys right title benefit & interest in and to security documents & security proceeds by way of first fixed charge (see form 395 for full details of the security documents & security proceeds).

All dividends interest or other income deriving from any stocks, shares on other securities rights, monies on other property as shown on 395 (see from 395 for full details).

Shares loan stock & other securities.(see cschedulr attached to form 395 for full details).

All moneys now or at any time hereafter standing to the credit of any account(s) of the bank designated (see form 395 for details).