CHOICE HEALTHCARE LTD

F/H 87 leicester road, mountsorrel, loughborough t/no LT291200.

F/H 2 hardy street, worksop t/no NT262228.

F/H fairdale house, enterprise close, blidworth t/no NT446439.

1. by way of legal mortgage:. 1.1 on the properties (if any) specified in schedule 2 to the debenture;. 1.2 on all properties (other than any properties specified in schedule 2 to the debenture) now owned by the company or in which the company has an interest;. 2. by way of fixed charge on all of the following assets, whether now or in future belonging to the company:. 2.1 the freehold and leasehold properties of the company not effectively mortgaged under paragraphs 1.1 and 1.2 including such as may thereafter be acquired;. 2.2 all fixtures in, on or attached to the property subject to the legal mortgages under paragraphs 1.1 and 1.2 and all spare parts, replacements, modifications and additions for or to the same;. 2.3 any other freehold and leasehold property which the company shall own together with all fixtures and fittings (including trade fixtures and fittings) and fixed plant and machinery in, on or attached to such property and all spare parts, replacements, modifications and additions for or to the same;. 2.4 all the company’s intellectual property - all patents (including applications, improvements, prolongations, extensions and right to apply therefor) designs (whether registered or unregistered) copyrights, design rights, trade marks and service marks (whether registered or unregistered) utility models, trade and business names, know-how, formulae, inventions, confidential information, trade secrets and computer software programs and systems (including the benefit of any licences or consents relating to any of the above) and all fees, royalties or other rights derived therefrom or incidental thereto in any part of the world.

Notification of addition to or amendment of charge.

F/H cinderhill road nottingham t/no.NT140591 together with all buildings & fixtures (including trade fixtures). Fixed plant & machinery by way of fixed charge, all present & future book & other debts, floating charge over all moveable plant machinery, implements, utensils, furniture & equipment by way of assignment. The goodwill of the business (if any), the full benefit of all licences & guarantees.

2 & 2A hardy street worksop nottinghamshire t/no NT262228 together with all buildings & fixtures (including trade fixtures). Fixed plant & machinery by way of fixed charge, all present & future book & other debts, floating charge over all moveable plant machinery, implements, utensils, furniture & equipment by way of assignment. The goodwill of the business (if any), the full benefit of all licences & guarantees.

F/H property k/a 87 & 87A leicester road mount sorrell leicester t/no LT291200 together with all buildings & fixtures (including trade fixtures). Fixed plant & machinery by way of fixed charge, all present & future book & other debts, floating charge over all moveable plant machinery, implements, utensils, furniture & equipment by way of assignment. The goodwill of the business (if any), the full benefit of all licences & guarantees.

F/H property k/a fairdale house enterpirse close blidworth nottinghamshire t/no nt 446439 together with all buildings & fixtures (including trade fixtures). Fixed plant & machinery by way of fixed charge, all present & future book & other debts, floating charge over all moveable plant machinery, implements, utensils, furniture & equipment by way of assignment. The goodwill of the business (if any), the full benefit of all licences & guarantees.

All such rights to the repayment of the deposit meaning the debt(s) on the account(s) described in the schedule being the account with the bank denominated in euros designated ltsb re: choice healthcare group LTD and numbered 86444591 and any account(s) for the time being replacing the same and all interest owing in respect thereof and all deposits with the banks treasury division in the name of the bank re the company.

Fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant & machinery.

Any sums or sums standing to the credit of any one or more of any present of future accounts of the company with the bank whether such accounts be denominated in sterling or in any other currency or currency unit, and the debt or debts owing by the bank represented by any such sum or sums (each such sum and debt being a credit balance).