SAINTFIELD YARNS LIMITED

Mortgage by way of fixed equitable charge (I) all purchased debts being any book debts defined in the agreement, purchased or purported to be purchased by the security holder pursuant to the agreement the ownership of which fail to vest absoutely and effectively in the security holder for any reason..... See doc 76 for further details.

Debenture - Œ185,000 together with interest leasehold lands the land and premises comprised in a lease dated 5 november 1999 made between saintfield properties limited and saintfield yarns limited for the term of 9 years ....... see doc. No. 79 for further details.

Indenture of mortgage - all monies all the lands and premises comprised in an indenture of lease dated 5TH november 1999 made between saintfield properties limited of the one part and the company of the other part and therein more particularly delineated and described being lands and premises situate at and known as part of the saintfield industrial estate, saintfield, county down, together with the benefit of all rights, easements, appurtenances, covenants and interests whatsoever belonging to or enjoyed by or in favour of the company in respect of the said lands and premises.

Supplemental deed - all monies the company's plant, machinery, vehicles, computers, equipment, utensils and other items of property described in the schedule including and future accretions, additions or alterations thereto, replacements thereof, items subsituted therefor and all spare parts. N.B. the company shall not be at liberty to create any mortgage or charge ....see doc. No. 77 for further details.

All monies. Chattels mortgage all and singular the chattels plant machinery and things described in the schedule hereto or any part thereof. Schedule one superba tvp 25 heat setting machine, s/no.126-9 One microweigh hopper type whfbo, s/no. 126 one fearnought opener type FN42000, s/no.129 One mackie mark 8 dl carding machine, s/no.41A one blending line, s/no.PC067.

All monies.chattel mortgage details of equipment:- gilbos automatic winder type mach coner 10" with 21 spindles for cones 3 degree 30', 10" traverse with yarn guiding, electric anti-ribbon device, diameter stop motion device, conveyor belt for full packages, splicer per spindle and carousel magazine for 5 spinning bobbins with supports for the existing blower to run also over these 21 spindles. The company therein covenanted that it shall not and will not create a second or subsequent charge over the equipment without the prior consent in writing of the bank.

All monies.fixed charge on plant and machinery the company's plant machinery, vehicles, computers, equipment and other items of property described in the schedule hereto, including any future accretions, additions or alterations thereto, replacements thereof items arbitrated therefor and all spare parts. See doc 69 for further details.

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.

Policy of assurance no. 1868346 dated 24TH may 1988 on the life of hugh graham delmage smith in the sum of £150,000 and the policy of assurance no. A10604787T dated 28TH january 1987 on the life of hugh graham delmage smith in te sum of £100,000.

Boiler plant s/no 0905D 0347094 oil, water and boiler feed tanks see image for full details.

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.