VPS UK LIMITED

(I) by way of fixed charge any present or future debt the ownership of which fail to vest absolutely and effectively in the security holder for any reason together with the related rights (the factored debts) and (ii) all amounts of indebtedness due to the company on any account whatsoever other than the factored debts (the other debts).by way of floating charge all the undertaking and all the property rights and assets.

By way of fixed equitable charge (1) all receivables purchased or purported to be purchased by the security holder from the company pursuant to a discounting agreement between the security holder and the company which fail to vest effectively or absolutely in the security holder for any reason (2) all other debts of the company and (3) the benefit of all guarantees indemnities, instruments and securities given to or held by the company in relation to any such receivable or other debt and the right to other records and documents on or by which any such receivable or other debt is recorded or evevidenced 3 (1) fixed equitable charge all purchased debts and the other debts etc (2) floating charge such of the monies received etc.