FLEET MANAGEMENT (NO. 2) LIMITED

Chattels mortgage - all monies 1. (1) the plant machinery chattels or other equipment described and whose serial or registration numbers are identified in the schedule hereto together with, all additions, alterations, accessories, replacements and renewals from time to time held by the mortgagor (whether or not attached thereto) ...... see doc no. 48 for further details.

All monies. Floating charge. The undertaking of the company and all its property whatsoever and wheresoever both present and future including its uncalled capital for the time being. N.B. the company shall not be at liberty without the previous consent in writing of northern band limited to create any mortgage or charge or confer any lien on its assets or any part thereof or to sell or deal with its book or other debts or securities for money otherwise than for the purpose of getting in and realising the same in the ordinary way of business.

All monies. Charge over all book debts. All book debts and other debts now and from time to time hereafter due owing or incurred to the company.

All monies. Mortgage/debenture a) a specific equitable charge over all future estates or interests in the property hereinafter described and over the companys estate or interest in all freehold or leasehold properties now or at any time belonging to or charged to the company other than the property hereinafter described.b) a specific charge over all book and other debts for the time being due or owing to the company but so that the company shall pay into the companys account with the bank all moneys which it may receive in respect of such debts and shall not without the prior consent in writing of the bank sell factor discount or other- wise charge or assign the same in favour of any other person or purport to do so and the company shall if called upon to do so by the bank from time to time execute legal assignments of such book debts and other debts to the bank. C) a specific charge over its goodwill and the benefit on any licences and all fixed and moveable plant machinery implements utensils furniture and equipment for the time being the companys property. D) a floating charge over the undertaking and all other pro- perty and assets present and future but so that the company shall not without the banks consent create any mortgage or charge ranking in priority to or pari passu with this charge.

All monies. Mortgage see doc 5.