DIALOGUE BY DESIGN LIMITED

1 by way of legal mortgage all the freehold and leasehold property now owned by the company or in which the company has an interest; 2 by way of fixed charge: (a) (to the extent not the subject of a legal mortgage by virtue of clause 2.1.1) all present and future properties now or from time to time hereafter owned by the company or in which the company may have an interest; (b) all equipment now, or from time to time hereafter owned by the company or in which the company has an interest and the benefit of all contracts and warranties relating to the same; (c) all securities now or from time to time owned by the company or in which the company has an interest; (d) all debts now or from time to time hereafter owned by the company or in which the company has an interest (whether originally owing to the company or purchased or otherwise acquired by it); (e) all intellectual property now or from time to time hereafter owned by the company or in which the company may have an interest; and (f) the goodwill and uncalled capital of the company; 3 by way of security: (a) to the extent the same are assignable, the benefit of the assigned agreements and the benefit of any guarantee or security for the performance of the assigned agreements; and (b) all its rights in any insurances or assurance present or future (including, without limitation, any insurances relating to the properties or the equipment); and 4 by way of floating charge its undertaking and all its property, assets and rights whatsoever and wheresoever both present and future including, without limitation, its inventory, other than any property or assets from time to time effectively charged by way of legal mortgage or fixed charge or assignment pursuant to clause 2.1.1 to 2.1.3 or otherwise pursuant to this deed but including (without limitation and whether or not so effectively charged) any of its property and assets situated in scotland.