MANSFIELD INNS LIMITED

The principal amount of £30,000,000 6.875 per cent debenture stock 2028 of mansfield brewery public limited company constituted by a fourth supplemental trust deed or the amount thereof for the time being outstanding or a specific proportion thereof,as the case may be (the "original stock") and interest thereon and all other monies payable under or pursuant to the fourth supplemental trust deed (and the schedule thereto as from time to time modified in accordance with the provisions contained in the fourth supplemental trust deed and any supplemental deed executed in accordance with the provisions of the fourth supplemental trust deed)

£20,000,000 11 1/2% debenture stock 2010 of mansfield brewery public limited company & all other moneys due pursuant to the said trust deed.

All moneys due or to become due from mansfield brewery public limited company to the chargee under the terms of the facility agreement dated 4 july 85 and all other moneys due or to become due from the company and/or all or any of the other companies named therein to samuel montagu & co limited as trustee pursuant to the facility agreement overdraft letter and guarantees as defined in the charge.

For securing a guarantee of £20,000,000 11 1/2% debenture stock 2010.