TRAINSTATION LIMITED: Mortgages

Its relevant assets as more specifically referred to in the relevant security documents upon the terms contained in the relevant security documents. See image for full details.

The remaining assets, see image for full details.

Land, shares, investments, plant and machinery, book debts, non trading debts, accounts held with finance parties, intellectual property rights, goodwill, uncalled capital. See the mortgage charge document for full details.

Including (I) the f/hold property known as northwood squash club,chestnut ave,northwood,midd'x; AGL37538; (ii) f/hold property known as broke hill golf club,sevenoaks road,halstead sevenoaks; K588424 and K685755; (iii) l/hold property known as broke hill golf club,sevenoaks rd,halstead,sevenoaks; K725693; see form 395 for details. 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.

L/Hold land known as brooklands sports club,georges rd,sale,gt.manchester; gm 817392. with the benefit of all rights licences guarantees rent deposits contracts deeds undertakings and warranties relating. To the property any shares or membership rights in any management company for the property any goodwill of any business from time to time carried on at the property any rental and other money payable under any lease licence or other interest created in respect of the property and all other payments whatever in respect of the property.

L/Hold land known as southport trainstation health club,the promenade,southport; ms 399119. with the benefit of all rights licences guarantees rent deposits contracts deeds undertakings and warranties relating. To the property any shares or membership rights in any management company for the property any goodwill of any business from time to time carried on at the property any rental and other money payable under any lease licence or other interest created in respect of the property and all other payments whatever in respect of the property.

L/Hold land known as west cheshire squash club,wrexham rd,chester; t/no ch 419565. with the benefit of all rights licences guarantees rent deposits contracts deeds undertakings and warranties relating. To the property any shares or membership rights in any management company for the property any goodwill of any business from time to time carried on at the property any rental and other money payable under any lease licence or other interest created in respect of the property and all other payments whatever in respect of the property.

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.

By way of specific charge all uncalled capital all book debts with the benefit of all contracts and a floating charge over the undertaking goodwill property assets. See the mortgage charge document for full details.

L/H licensed premises situate and k/a brooklands sports club georges road sale greater manchester and l/h licensed premises situate and k/a chester trainstation health club wrexham road chester and f/h licensed premises situate and k/a southport trainstation health club the promenade southport, the undertaking and all property and assets present and future including goodwill bookdebts & uncalled capital fixtures fixed plant and machinery.. See the mortgage charge document for full details.

L/H brooklands sports club st. Georges road brooklands sale greater manchester.

L/H property k/a the waterfront the promenade southport sefton merseyside t/no: MS399119.

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.

The waterfront,the promenade,southport; the goodwill of business and benefit of licences; all proceeds of insurance in respect of undertaking,property and assets; all goods and moveable fittings. Floating charge over all moveable plant machinery implements utensils furniture and equipment.

All that l/h property being land and buildings on the north side of the promenade southport and the goodwill of the business. Floating charge over all moveable plant machinery implements utensils furniture and equipment.

Premises known as waterfront,the promenade,southport and goodwill of business and all licences; the proceeds of insurance and all undertaking property/assets; see form 395. floating charge over all moveable plant machinery implements utensils furniture and equipment.

Life assurance policy number 3364456 issued by the canada life assurance company in respect of the life of stephen barry turnock of the sum of £200,000 and all monies including bonuses payable thereunder. See the mortgage charge document for full details.

Life assurance policy number 3364459 issued by the canada life assurance company in respect of the life of paul francis bird for the sum of £200,000 and all monies including bonuses payable thereunder. See the mortgage charge document for full details.

L/H property being westcheshire golf club wrexham road chester county of cheshire goodwill benefit of all licences. Floating charge over all moveable plant machinery implements utensils furniture and equipment.

All rights title and interest of the company in and to the "membership fee income" and the benefit of all personal covenants given by any member to the company. All rights of the company in respect of any insurance monies payable and any insurance policies relating to loss of membership fee income for whatever reason and by way of fixed charge all monies from time to time standing to the credit of the membership fee income account including any interest thereon and all amounts deriving therefrom.

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.