FIRST QUENCH RETAILING LIMITED

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.

3 station road cuffley t/no:HD21998 l/h /91 breck road liverpool merseyside t/no:MS4862 f/h / 43 and 45 st johns way corringham standford le hope essex t/no:EX817947 f/h please see form for further properties charged 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 see image for full details.

Barclays bank PLC re first quench retailing limited business premium account account number 40385840. the charge creates a fixed charge over all the deposit(s) referred to in the schedule to the form 395 (including all or any part of the money payable pursuant to such deposit(s) and the debts represented thereby) together with all interest from time to time accruing thereon it also creates an assignment by the chargor for the purposes of and to give effect to the security over the right of the chargor to require repayment of such deposit(s) and interest thereon.

The properties being 135 cold bath road harrogate t/n MYK284668, 205 earls court road kensington london, l/h, LN110204, 4 lupus street pimlico london t/n LN178939,. 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.

617 roundhay rd,leeds.

The interest in the deposit account.

620 crow road glasgow, 423 dumbarton road glasgow, 676 edinburgh road glasgow (for details of further properties charged please refer to form 395). see the mortgage charge document for full details.

Each of the chargors secures by way of a first equitable mortgage all estates or interests of the chargors in any freehold property or long leasehold property (other than in scotland) and all shares and stocks owned by it or held by any nominee on its behalf and a floating charge (1) all its assets not otherwise effectively mortgaged or charged and (2) all its assets situated in scotland. See the mortgage charge document for full details.

A specific equitable charge over all freehold and leasehold properties and/or the proceeds of sale thereof fixed and floating charges over undertaking and all property and assets present and future including goodwill bookdebts and the benefits of any licences.

The tobacco stocks together with all the company's right title and interest in and to all and each of the advance purchase agreements and all proceeds of any claim or action under the same. See the mortgage charge document for full details.