FRED.OLSEN FINANCE LIMITED

The aggregate principal amount of a loan not exceeding us$10,000,000 due to midland bank PLC (the "bank") under a loan agreement dated 27TH june 1997 made between fred. Olsen finance limited (the "borrower") and the bank as lender (the "revolving credit facility agreement"); all other sums of any nature including costs (together with all interest on any of those sums) which form time to time may be payable by the borrower to the bank pursuant to the revolving credit facility agreement, a joint and several guarantee and indemnity of the guarantors (the "guarantee") and the charge of part of the issued share capital of timex group B.V. (the "shares charge") or (where the context permits) any one or more of them, and any other agreement or document which may be agreed between the borrower and the bank and which may at any time be executed by any person as security for the payment of all or any part of the indebtedness (as defined below) (the "security documents"); any damages or other sums payable following a final and non-appealable judgement of a court as a result of any breach by the borrower of any of the security documents or as a result of any of the obligations of the borrower under or pursuant to any of the security documents being disclaimed by a liquidator or any other person, or, where the context permits, the amount thereof for the time being outstanding (together the "indebtedness")

All monies due or to become due from the company to the chargee under the terms of a facility letter dated 17TH december 1993

All monies due or to become due from the company to the chargee under the terms of a guarantee of even date

Securing all moneys due or to become due from the company to the chargee under the terms of the charge not exceeding 5,000,000 danish kroner

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

All moneys due or to become due from blandford drilling company limited to the chargee under the terms of a loan agreement dated 3RD jan-1985 (as amended from time to time

All monies due or to become due from the company to the chargee under the terms of an interest rate exchange agreement dated 16 september 1985

For securing the foreign exchange risks incurred by iberian reeters inc. And iberian reeters S.A. in borrowing from exportfinansals and svenska handelsbanken in united states dollars.

All monies due or to become due from the company to the chargee pursuant to an agreement of even date.

All monies due or to become due from the company to the chargee pursuant to an agreement of even date.

For securing all moneys due or to become due from blandford drilling company limited to the chargee pursuant to a loan agreement dated 3RD january 1985.

For securing all monies due from the company to the chargee under the terms of a loan agreement dated 4TH nov 1974

Assignment for securing all monies due from the company to the chargee under the terms of a loan agreement dated 4TH nov 74.

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of a counter indemnity dated 21/12/73

Securing all monies due from the co to the chargee under the terms of the loan agreements dated 30/3/73 17/5/73 & 22/5/73