G4S FIRE & SECURITY SYSTEMS LIMITED

All monies.assignment of life policy all moneys payable fron time to time to the company under:- 1. life policy number 3798367D dated 19TH january 2000 held with scottish provident on the life of robert edward hamill in the sum #250,000. 2. life policy number 3798370K dated 18TH november 1999 held with scottish provident on the life of crawford ian boyce in the sum of #250,000.

All monies debenture the companys undertaking property and assets whatsoever and wheresoever both present and future including goodwill and uncalled capital. The charge shall as regards all estate or interest legal or equitable in all freehold or lease- hold property all profits a prendre ease ments rights of way rights under coven- ants agreements undertakings and indem- nities and rights to compensation stat- utory or otherwise or income attaching thereto which shall at any time here- after during the continuance of this security become the property of the company and all present and future proceeds of insurance receivable by the company and its goodwill and uncalled capital for the time being be a specific charge and as regards all free- hold or leasehold property shall con- stitute a legal mortgage and shall as regards the other property hereby charged be a floating security but so that the company shall not be at liberty to create any mortgage or charge ranking in priority to or pari passu with these presents or sell or assign or grant any license to occupy any of the properties hereby charged without the prior written consent of the bank. The debenture further provides that the company shall not without the prior written consent of the bank assign or charge its book debts.

Fixed and floating charge. 1. by way of fixed equitable charge (I) all purchased debts to the extent that they fail to vest absolutely in the security holder pursuant to the agreement for any reason and (ii) the other debts; and 2. by way of foating charge the floating assets.