BENCHMARK GROUP LIMITED: Carichi

Undertaking and all property and assets.

The company as an original subordinated creditor under the subordination deed has undertaken to the security trustee that if any obligor makes any payment in cash or in kind on account of or for the purchase or other acquisition of all or any part of the subordinated liabilities or the company receives all or any amount in cash or in kind of the subordinated liabilities the company will hold the same upon trust for the security trustee for application in or towards payment of all the senior liabilities and will promptly pay the same to the agent. See the mortgage charge document for full details.

First legal mortgage all shares held by it and/or any nominee on its behalf and all related rights; and first fixed charge its interest in all the shares and all related rights.. See the mortgage charge document for full details.

F/Hold land being 3 st james's square,city of westminster; t/no 168374 with all buildings/fixtures fixed plant machinery thereon; all rights gross rents licence fees and other monies; see form 395. floating charge over all moveable plant machinery implements utensils furniture and equipment.

Any payment or distribution in cash or kind in respect of or on account of any of the junior liabilities (as defined) and any other benefit thereunder. See the mortgage charge document for full details.

100 ordinary shares of £1 each in benchmark capital limited together with all dividends and interest payable in relation thereto and any rights money pr property accruing by way of bonus redemption option etc. see the mortgage charge document for full details.

First legal mortgage over l/h land being 63 & 64 south molton street in the city of westminster t/n-305210 together with all buildings and erections and fixtures and fittings and fixed plant and machinery; first .. floating charge over all moveable plant machinery implements utensils furniture and equipment. See the mortgage charge document for full details.

L/H land being 32 brook street and 65 south molton street in the city of westminster t/no: 341996; f/h land being 11 buckingham gate in the city of westminster t/no: 366496 f/h land being 12 buckingham gate in the city of westminster t/no: 288318 .. floating charge over all moveable plant machinery implements utensils furniture and equipment. See the mortgage charge document for full details.

Floating charge over the company's undertaking property and other assets of whatsoever nature both present and future including its uncalled capital.

21 properties the first three of which are 1.f/h land k/a 34 kensington square kensington t/no.LN179272. 2.L/h land k/a 1 derry street kensington t/no. BGL7932 and 3.l/h land k/a 99 to 121 (odd numbers) kensington high street t/no.BGL7915 together with all buildings and erections and fixtures and fittings and fixed plant and machinery. All gross rents licence fees and other monies receivable, all rights under any contracts or agreements. .. floating charge over all moveable plant machinery implements utensils furniture and equipment. See the mortgage charge document for full details.

L/H property k/a 49 and 50 poland street and 45 fouberts place W1 t/nos. LN169961, NGL22570 and LN169962 with good l/h (save in the case of NGL22570 which is title absoulute) and all buildings fixtures (including trade fixtures) and fixed plant and machinery from time to time on such property together with all rights easements and privileges appurtenant to or benefiting the same. All plant and machinery of the above property.. See the mortgage charge document for full details.

The l/h property k/a 11, 12, 13, 13A, 14&14A grafton street and 164 new bond street london t/n NGL711570 together with all buildings fixtures fitting fixed plant and machinery thereon the benefit of all warranties etc any insurance payable any rental and any other income. See the mortgage charge document for full details.

The f/h property k/a 4 and 5 preinc's gate knightsbridge westminster london t/n NGL678785 together with all buildings and fixtures fittings fixed plant and machinery thereon the benefit of all warranties etc any insurance payable any rental and all other income. See the mortgage charge document for full details.

L/H property k/a rivermill (number 151) and rivermill house (number 152) grosvenor road london t/no: NGL360247 and all buildings, fixtures (including trade fixtures and fixed plant and machinery from time to time on such property together with all rights, easements and privileges appurtenant to, or benefiting, the same. 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.

F/H and l/h property k/a 99/121 kensington high street and 1 derry street london t/nos: LN179272; BGL7932; BGL7915; NGL391961 and NGL445163 and all buidlings fixtures (including trade fixtures) and fixed plant and machinery, all insurances and all income. See the mortgage charge document for full details.

Floating charge over the. Undertaking and all property and assets.

Loan of £2,300,000 by the company to peter methley holdings limited and any other loans to them for time to time.