SCOTTS FILM MANAGEMENT LIMITED: Charges

Fixed charge over all monies held on any current deposit or other account or accounts with the bank or under any deposit receipt.

The loan agreement, the charge, all its right title and interest and benefits from time to time in and to the film '28 steps' (aka 'london). See the mortgage charge document for full details.

Fixed charge the loan agreement. See the mortgage charge document for full details.

By way of fixed charge the loan agreement dated on or about the date of the charge between sfm and studio eight beast limited. See the mortgage charge document for full details.

By way of fixed charge the loan agreement the laboratory pledgeholder agreement interparty agreement by way of assignment all its right, title and interests and benefits in and to the film mine ha ha. See the mortgage charge document for full details.

The amount secured being £17,750.00, any replacement sums due, all expenses.

By way of fixed charge the loan agreements, the laboratory pledgeholder agreement, the completion guarantee and by way of assignment all its right title and interest and benefits to the film "the shadow dancer". See the mortgage charge document for full details.

The loan agreement, the charge, the laboratory pledge holder agreement, the interparty agreement, interparty agreement, completion guarantee.. See the mortgage charge document for full details.

All right title interest and benefits from time to time in to or resulting from the film entitled merchant of venice. See the mortgage charge document for full details.

All right, title, interest and benefit in and to the film being "merchant of venice" all the agreements and documents and the relevant contracts and the proceeds accounts and the right to enter into a sale and leaseback agreement in respect of the film. See the mortgage charge document for full details.

By way of fixed charge the loan agreement dated on or about 18 december 2003 between sfm and studio eight beast limited; the charge dated on or about 18 december 2003 between sfm and sebl; the guarantee dated 12 november 2003 between sfm and greenlight film and television inc; the inter party agreement dated on or about 18 december 2003 between comerrica bank, sfm, film finances inc, belly distribution inc, sebl and port productions abv.. See the mortgage charge document for full details.

The loan agreement dated 18 december 2003 between sfm and treasure islands LLP (tik), the charge dated 18 december 2003 between sfm and tik, the charge dated 18 december 2003 between sfm and aria films (treasure island) limited (for further details of agreements and documents charged please see form 395). see the mortgage charge document for full details.

All right, title, interest and benefit in and to the film being "hollywood flies" all the agreements and documents and the relevant contracts and the proceeds accounts and the right to enter into a sale and leaseback agreement in respect of the film. See the mortgage charge document for full details.

All right, title, interest and benefit in and to the film being "the battle of treasure island", "the monster of treasure island" and "the mystery of treasure island" all the agreements and documents and the relevant contracts and the proceeds accounts and the right to enter into a sale and leaseback agreement in respect of the film. See the mortgage charge document for full details.

All right, title, interest and benefit in and to the film being "beyond the sea" all the agreements and documents and the relevant contracts and the proceeds accounts and the right to enter into a sale and leaseback agreement in respect of the film. See the mortgage charge document for full details.

The sfm loan agreement dated 12 december 2003. the charge granted by the sfm borrower. The laboratory pledgeholder's agreement. The interparty agreement. The completion guaranty. All right title interest and benefits from the film.

The sfm loan agreement dated 12 december 2003; the charge granted by the sfm borrower in favour of sfm dated 12 december 2003. see the mortgage charge document for full details.

By way of fixed charge the sfm loan agreement dated 27 october 2003 between sfm and movision 27 film partnership, movision 54 film partnership, movision 55 film partnership, movision 56 film partnership, movision 57 film partnership, movision 58 film partnership, movision 59 film partnership, movision 60 film partnership and movision 61 film partnership. See the mortgage charge document for full details.

By way of fixed charge the sfm loan agreement dated 21 august 2003 between sfm and movision film partnership 28 to 53 (excluding movision film partnerships 37 and 38). by way of fixed charge the charge dated on or about the date of the sfm loan agreement granted by sfm borrower in favour of sfm. See the mortgage charge document for full details.

By way of fixed charge the loan agreement of even date, the charge of even date, the laboratory pledgeholder agreement dated 31 july 2003 and the completion bond of even date (as as further described therein).

By way of fixed charge all its rights, title and benefit in and to the film, all agreements and documents and the relevant contracts and proceeds account. See the mortgage charge document for full details.

The sfm loan agreement of even date. See the mortgage charge document for full details.

Fixed charge over the sfm loan agreement dated 2/4/2003 and various other agreements as defined; all copyright,designs and patents and all right,title,interest and benefits thereon; see form 395 for details. See the mortgage charge document for full details.

By way of fixed charge the sfm loan agreement dated 1 april 2003 the charge dated 1 april 2003 the inter party agreement dated on or about 1 april 2003 the completion guarantee dated 31 december 2002 the amendment number one to completion guarantee agreement dated on or about 1 april 2003. see the mortgage charge document for full details.

(A) by way of fixed charge the sfm loan agreement dated 27 august 2002 (b) by way of fixed charge the charge dated 28 august 2002 (c) by way of fixed charge the completion guarantee agreement dated 28 august 2002 (d) by way of a fixed charge the intercreditor agreement dated 28 august 2002 (e) by way of fixed charge the sales agent interparty agreement dated 28 august 2002. see the mortgage charge document for full details.