BRENT WALKER GROUP PLC(THE)

All monies,liabilities and other obligations of whatsoever nature due,owing or incurred by the brent walker group PLC and each of it's subsidiaries (other than the company) for the time being and from time to time to the chargee as agent and trustee for itself each of the existing lenders and hambros leasing limited (the new lender)under the term facilities agreement dated 27TH march 1992 and certain related agreements and documents (the "operative agreements")

All monies liabilities and other obligations whatsoever due from the company to the chargee in respect of the composite guarantees and debentures dated 15 november 1990 and 27 march 1992 to which this deed is supplemental under the terms of the facilities agreement dated 27 march 1992

All monies due or to become due from the company to the chargee pursuant to the letters dated 25TH november 1996 as the same may be amended, extended or replaced from time to time

All monies due or to become due from the company and/or all or any other companies named therein to the chargee under the terms of the original deeds (as defined)

All monies due or to become due from the company to the chargee supplemental to each of the composite guarantees and debentures dated 15TH november 1990, 19TH february 1991, 28TH march 1991 and 27TH march 1992 as supplemented

All monies due or to become due from the company to the chargees pursuant to the terms of a tax indemnity dted 4/4/95 as may be amended or extended

All monies due or to become due from the company to the chargee under a tax indemnity dated 23RD february 1995

All monies due or to become due from the company and/or all or any other companies named therein to the chargees under the term facility agreement dated 27TH march 1992 and the "operative agreements" (as defined in agent and trustee for emenex investments B.V.)

All monies due or to become due from the company to the chargee under a tax indemnity dated 1ST february 1995 and this deed (as defined therein)

£450,000 due or to become due from the company to the chargee

The indebtedness (as defined in the original deeds, as defined in the supplemental deed) of the company to the chargee

All monies due or to become due from the company to the chargee to pay any sum to william hill pursuant to any of clauses 7.1 (a), 7.1 (c), 7.2 (b) and 7.3 (a) of the agreement (as defined in the original deed) or to subscribe for the loan stock (as defined in the agreement) pursuant to clause 7.2(a) of the agreement and all monies due or to become due from the company to the chargee to pay any sum to william hill in respect of any payment under any of clauses 7.1 (a), 7.1 (c), 7.2 (b) and 7.3 (a) of the agreement pursuant to any clauses 26(a), 26(b) and 26(c) of the agreement, not exceeding the aggregate of the qualifying total outstanding gm judgement debt amount (as defined in the agreement)

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee on any account whatsoever

All monies due or to become due from the company to the chargee on any account whatsoever supplemental to four composite guarantees and debentures as defined

All monies due or to become due from the company to the chargee under clause 2.1 of the composite guarantee and debenture

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee under the terms of the term facilities agreements dated 27TH march 1992 and supplemental to the "principal deeds (as defined in this deed)

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee under the terms of the term facilities agreement dated 27TH march 1992 and supplemental to the " principal deeds" (as defined in this deed)

All monies due or tombecome due from the company and/or all or any of the other companies named therein to the chargee as defined in and supplemental to two composite guarantees and debentures dated 15TH november 1990 and 28TH march 1991

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee under tyhe terms of the composite guarantee and debenture

All monies due

All monies due from pubmaster limited to the chargee under the terms of the loan notes and loan stock as defined in the debenture

All monies due or to become due from thecompany and/or all or any of the other companies named therein to the chargee under the terms of the facility agreement dated 11TH november 1991

All moneys due from the brent walker group PLC and certain of its subsidiaries to the chargee under the terms of the facility agreement dated 01.07.91

All monies due or to become due from the company to the chargee supplemental to the orignal deeds (as defined)

All monies due or to become due form the brenk walker group PLC and/or any other company named therein under the terms of a facility agreement dated 28/3/91 and this deed