MINERVA (CITY) LIMITED: Charges

The f/h and l/h property of the company both at the time of the creation of the debenture and future including (without prejudice of the generality of the foregoing) part 40 and 42-48 wigmore street and 2-3 welbeck way,london.t/no.NGL756448 and where any such property is l/h any right or interest existing at the time of creation of the debenture or future right or interest conferred upon the company in relation thereto by virtue of any enfranchising legislation (as herein defined) including any rights arising against any nominee purchaser pursuant thereto.. 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.

The borrower as beneficial owner by a transfer dated 27TH june 1997 between the borrower (1) and the company (2) transferred the mortgaged property to the company with the consent of the society subject to the mortgage as varied by the deed of variation. Mortgaged property means the property mortgaged to the society pursuant to the mortgage being st botolphs house houndsditch london t/n-NGL19807.. See the mortgage charge document for full details.

1. absolutely to the society the royal & sun alliance policy numbered SA04267105. 2. all such right title and interest as the company has in a policy with sun alliance insurance international and others and pool reinsurance numbered O1F/901F635365. And all monies bonuses profits additions and benefits already accrued or which may accrue in the future which may become payable thereunder.

By way of first legal mortgage the property being l/h land and buildings k/a st botolph's house houndsditch in the city of london greater london t/n-NGL19807 together with the buildings structures and any other erections and any fixed plant machinery and fittings from time to time; the goodwill and any uncalled capital; by way of floating charge all the undertaking and all its other property assets and rights whatsoever and wheresoever both present and future including (but without limitation) moveable plant machinery implements utensils building materials furniture and equipment.. See the mortgage charge document for full details.

All the rights titles benefits and interests of the company whatsoever present and future; all book and other debts, revenues and cliams both present and future;. See the mortgage charge document for full details.

By way of first fixed charge as a continuing security for the payment and discharge of the liabilities all sums (whether of principal interest or otherwise) at the date of the charge or thereafter standing to the credit of the rental deposit account being the account in the name of the company designated minerva (city) limited account numbered 4092 3001 business premium account 801 735 09 in the books of the barclays bank PLC branch at hanover square 8-9 hanover square london W1A 4ZW sort code 20-36-47 ("the deposit").. See the mortgage charge document for full details.

Land and buildings k/a st botolph's house houndsditch london t/n NGL19807 together with the goodwill of the business and the uncalled capital and a floating charge assigns all right title and interest in the rents. Undertaking and all property and assets.