ANDY THORNTON LIMITED

David Cunningham Hastie

Hsbc Invoice Finance (UK) LTD ("the Security Holder")

By way of fixed equitable charge all debts purchased or purported to be purchased by the security holder pursuant to an agreement for the purchase of debts between the security holder and the company (including associated rights relating thereto) which fail to vest effectively or absolutely in the security holder for any reason.

Hsbc Invoice Finance (UK) LTD ("the Security Holder")

By way of floating charge all the undertaking of the company and all assets whatsoever and wheresoever including stock in trade and uncalled capital but excluding any debts and associated rights relating thereto.