INTERMEDIA LAND GIRLS LIMITED

The rental payments due or to become due from the company to film first partners together with all monies due or to become due from the borrower to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

$6,416,702 (including an amount to cover the arrangement fee, interest and legal fees) together with interest thereon and all other sums owing from the company to the chargee under a loan agreement dated 5 february 1998 in respect of the feature film provisionally entitled "land girls" ("the film")

All monies due or to become due from the company to the chargee not exceeding us $ 6,416,702 under the terms of the loan agreement dated 5TH february 1997 and £1,500,000 under the terms of the glf agreement dated 3RD february 1997

The aggregate of the sum of six million four hundred and sixteen thousand seven hundred and two us dollars ($6,416,702) and all other monies due or to become due from the company and/or all or any of the other companies named therein to the chargee under a loan agreement dated 5 february 1997 and the sum of one million five hundred thousand pounds sterling (£1,500,000) ("the glf monies") made available under a funding agreement ("the glf agreement") dated 3 february 1997

All amounts obligations and liabilities now due or to become due from the company to the chargee pursuant to the terms of a guarantee of completion

All monies due or to become due from the company to the chargee under this agreement