AVON LEASING LIMITED: Cargos

By way of floating charge all the undertaking and assets of the company whatsoever and wheresover both present and future.

The charged debts as therein defined and the proceeds of payment or realisations of each of them until the payment of such proceeds into the proceeds account as therein defined all the company's rights title and interest in and to the proceeds account and any monies from time to time standing to the credit of such account subject to reassignment on redemption.

Fixed charge over finance agreements deposited with chargee by way of assignment deed and a floating charge over monies received by the company in respect of finance agreements deposited with chargee.

Fixed charge over finanace agreements deposited with mortgage and a fixed equitable charge over further finance agreements. See the mortgage charge document for full details.

Floating charge over all of the companys right title and interest in and to the debts and assets purchasedby hitachi credit (U.K.) PLC under a block discounting agreement not otherwise assigned thereunder together with the full benefit of all guarantees. See the mortgage charge document for full details.

First floating charge over all the indebtedness including bookdebts and other debts together with the full benefit of all guarantees and securities (see form 395 for details).