AIR 2000 AVIATION LIMITED: Mortgages

By clause 3.1 of the deed, the company agreed that each bank may, at any time or times on or after the enforcement date (as defined in the inter-creditor agreement) without notice, set off any or all sums of money now or subsequently standing to the credit of the company (including any unmatured deposit or any deposit in respect of which the appropriate call notice has not been given) against all or such part of such indebtedness as such bank may determine (whether presently payable or not).. See the mortgage charge document for full details.

The aggregate amount at any relevant time standing to the credit of the blocked deposit account in the name of the company opened, or as the code may be, to be opened in the books of mars nominees LTD. (Please see 395 M82 for details).

All the companys right title and interest in and to all monies which wereat the date of assignment (see 395 & cont sheet m 125C for details).

All the companys rights title and interest in and to all moneys standing to the credit of the blocked deposit accounts in the name of the company.

The aggregate amount standing to the credit of the blocked deposit account in the name of the company open or to be opened in the books of guinness mahon nominees limited ( see form 395 and continuation sheet relevant to the charge ).

Boeing modle 727-217 reg. Mark g - nroa serial no- 21056 engines serial nos 686371, 688042 and 707910.

One boeing 727-217 aircraft with reg. No g-nroa including all spare parts and all spare aircraft engines for the aircraft.

A bank account and the balance of sale proceeds.

All the companys present & future lights benefite & interest in the boeing 727 -217 advanced net air craft & manufacturers serial number 21056. and UK registration mark g- nroa, its engines any replacement and equipment from time to time installed thereof the insurances (other than liability mcullances) and earnings of the aircraft.

All the companies rights title and interest to and in any monies payable to the company under an aircraft lease agreement dated 01/12/83. (see doc M27 for full details) and all the companies rights, title and interest to arain any monies whatsoever payable to the company under a guarantee issued on 25/05/86 by lloyds bank PLC.

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.

Fixed and floating charges on undertaking and all property and assets present and future including bookdebts and uncalled capital.

All the company's rights title and interest to the relevant proportion of the remaining net sales proceeds (all as defined in the said charge and/or aircraft lease agreement).

Fixed & floating charges over the right title and interest in 1. boeing 727 - 217 aircraft serial no 21056 reg mark g-bkng. 3 pratt & whitney jt 8D-d engines serial nos 688044,688054 and 688065 2. the lease dated 1ST dec. 1983 and any sub lease. 3. bank guarantee. 4. the purchase agreement 5. all moneys in sterling current account no 51511022 at the banks cannon street branch. (Please see doc M23 for full details).