QLOG LIMITED

All assets debenture. All monetary and all obligations and liabilities whether actual or contingent now or hereafter due owing or incurred by the company to or in favour of ultimate invoice finance limited, present or future, actual or contingent, liquidated or unliquidated, whether arising in or by contract, tort, restitution, assignment or breach of statutory duty and whether arising under the factoring agreement between ultimate invoice finance limited and the company or otherwise including (without prejudice to that generality) any such liability of the company by virtue of any assignment to ultimate invoice finance limited of any indebtedness incurred or to be incurred by the company for any supply of any goods or services to or any hiring by the company.. 1. by way of first fixed charge:. A) the freehold and leasehold property of the company both present and future and all trade fixtures and fittings and all plant and machinery from time to time in or on any such land or buildings;. B) all goodwill and unpaid/and/or uncalled capital of the company;. C) all stocks shares and securities and documents evidencing title to or the right to possession of any property at any time deposited with ultimate invoice finance limited and the property mentioned in such documents;. D) all intellectual property now owned or at any time hereafter to be owned by the company;. E) any debt (purchased or purported to be purchased by ultimate invoice finance limited pursuant to the factoring agreement between ultimate invoice finance limited and the company), of which the ownership fails to vest absolutely and effectively in ultimate invoice finance limited for any reason, together with the related rights pertaining to such debt and the proceeds of it;. F) all amounts of indebtedness now or at any time hereafter owing or becoming due to the company on any account whatsoever (together with their proceeds and the related rights pertaining thereto);. G) all amounts now or hereafter owing or becoming due to the company by ultimate invoice finance limited including (but not limited to) any amount retained by ultimate invoice finance limited under any provision of the factoring agreement between ultimate invoice finance limited and the company. 2. by way of first floating charge:. All undertaking and all the property rights and assets of the company, whosoever and wheresoever, both present and future, including the company's stock in trade and its uncalled capital and the proceeds of such property rights and assets other than such of the same as shall for the time being be subject to the fixed charge created by clause 3.1 of the debenture. Notification of addition to or amendment of charge.

(1) a legal mortgage on the properties (if any) specified in schedule 2 to the debenture (schedule 2 is blank).. (2) a legal mortgage on all properties owned by the company or in which the company has an interest.. (3) a fixed charge on all of the freehold and leasehold properties of the company not effectively mortgaged under clauses 4.1 (a) and 4.1 (b) of the debenture including such as may be acquired after the date of the debenture.. (4) a fixed charge on any other freehold and leasehold property which the company shall own.. (5) a fixed charge on all the company's intellectual property.. In interpreting the foregoing:-. "Fixtures" means, in relation to a property, all fixtures and fittings (including trade fixtures and fittings), fixed plant and machinery and other items attached to that property, whether or not constituting at law. "Intellectual properties" means (as specified in schedule 6 to the debenture) the qlog daqs transport system application together with all documentation relating to the same including (I) any data or software comprising the application including but not limited to executable software, compiled code and uncompelled source code, (ii) any proprietary or bespoke software or resources required by the application, (iii) the physical media on which any of the previously mentioned intellectual property is contained and (iv) (as defined in the debenture) all patents (including applications, improvements, prolongations, extensions and right to apply therefor) designs (whether registered or unregistered) copyrights, design rights, trade marks and service marks (whether registered or unregistered) utility models, trade and business names, know-how, formulae, inventions, confidential information, trade secrets and computer software programs and systems (including the benefit of any licences or consents relating to any of the foregoing) and all fees, royalties or other rights derived therefrom or incidental thereto in any part of the world.. "Property" means all freehold and leasehold property wherever situate (other than any heritable property in scotland), and includes all liens, charges, options, agreements, rights and interests in or over such property or the proceeds of sale of such property and all buildings and fixtures thereon and all rights, easements and privileges appurtenant to, or benefiting, the same and "properties" means all or any of the same, as the context required.. Notification of addition to or amendment of charge.

Notification of addition to or amendment of charge.

Undertaking & all property & assets present & future, including uncalled capital.

Undertaking and all property and assets present and future of the company including uncalled capital.

By way of legal mortgage all the freehold and leasehold property now vested in or charged to the company including fixed and floating charges.