ACCEPT (MIDLANDS) LIMITED

All the book and other debts due to the company from time to time howsoever by way of specific charge all book and other debts now or owing to the company together with the full benefit of all guarantees securities and indemnities in respect thereof and all liens reservations of title rights of tracing and other rights enabling the company to enforce any such debts or claims purchased or purported to be purchased by factor 21 pursuant to the factoring agreement dated 1 november 2001 to the extent that such debts fail to vest effectively in factor 21 for any reason together with those book debts and other debts now or hereafter owing to the company which were not purchased or purported to be purchased by factor 21 pursuant to the factoring agreement and the benefit of all security for the same and all interest (if any) due or which becomes due on such debts.