AMY FOSTER PRODUCTIONS LIMITED: Charges

All the company's right title and interest in and to he copyrights and rights under the copyrights under the terms of the copyright security agreement the scenario screenplay or script upon which such film project is based all the prperties thereof tangible and intangible and all domestic and foreign copyrights and all other rights therein and thereto of every kind and character whether now in existence or in future whether orr not in possession of the company all under the terms of the copyright security agreement.

All the company's right title and interest in and to the copyrights and rights underv the copyrights under the security agreement the scenarioo screenplay or script upon which the film is based all properties thereof tangible and intangible and all domestic and foreign copyrights and all domestic and foreign copyrights and all other copyrights therein and thereto of every kind and charicterexisting now or in future and whether or not in possession of the company unfder the terms of the copyright security agreement.

All right title and interest in personal property, tangible and intangible wherever located but not limited to all goods account intercompany obligations contract rights general intangibles equipment copyrights and any proceeds thereon or income therefrom further including but not limited to all right title and interest in and to the film project. See the mortgage charge document for full details.

The collateral which expression excludes all rights in and to the picture granted to all distributors of the picture,including without limitation,sony pictures entertainment inc and canal+ droits audiovisuals snc ("distributor rights"),and includes all of the following:(i) the picture and all rights therein and thereto.(ii) underlying properties.(a) copyrights.(b) contract rights.(c) distributor rights.. See the mortgage charge document for full details.

All of the company's and/or phoenix's right,title and interest in and to the film project,the scenario,screenplay or script upon which the film project is based,all of the properties thereof,tangible and intangible,and all domestic and foreign copyrights and all other rights therein and thereto.. See the mortgage charge document for full details.

All of the company's and/or the borrower's right,title and interest in personal property,tangible and intangible,wherever located or situated and whether now owned or hereafter acquired by the company,including but not limited to all goods,accounts,intercompany obligations,contract rights,general intangibles,equipment,copyrights and any proceeds thereon or income therefrom.. See the mortgage charge document for full details.

.. fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

.. fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

All of the company's and/or phoenix's right, title and interest in and to the film project, the scenario, screenplay or script upon which the film project is based, all of the properties thereof, tangible and intangible, and all domestic and foreign copyrights and all other rights therein and thereto all scenarios screenplays and/or scripts all motion picture rights all copyrights all insurance policies and any and all sums and goods etc. see the mortgage charge document for full details.

All of the company's right, title and interest in personal property, tangible and intangible, wherever located or situated and whether now owned or hereafter acquired by the company all scenarios screenplays and/or scripts all copyright and other rights in all literary and other properties all motion picture rights all insurance policies, any and all sums, proceeds, money etc all contract rights and any and all goods and all documents, accounts contracts etc. see the mortgage charge document for full details.

(Including trade fixtures). Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

(Including trade fixtures). Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery.

All of the company's and/or phoenix's right, title and interest in personal property, tangible and intangible, wherever located or situatred and whether now owned or hereafter acquired by the borrower. See the mortgage charge document for full details.