ARECO LIMITED

Suzanne Mary Ursell

Close Brothers Limited

"Intellectual property" - all patents (including applications, improvements, prolongations, extensions and right to apply therefor) designs (whether registered or unregistered) copyrights, design rights, trademarks 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.. "Non-vesting debts" - all or any debts of a client to be purchased by the receivables financier pursuant to the receivables financing agreement but which fail to vest absolutely and effectively in the receivables financier for any reason, together with the associated rights to such debts.. "Other debts" - all sums due and owing or accruing due and owing to a client whether or not on account of its trading both present and future except:. (A) non-vesting debts; and. (B) any debts whilst they remain absolutely and effectively vested in or held on trust for the receivables financier under the receivables financing agreement and whether such vesting results from a legal or equitable assignment.. "Property" - the estate and interest of each company in freehold and leasehold property wherever situate (other than any heritable property in scotland) including all liens, charges, options, agreements, rights and interests in or over such property or the proceeds of sale of such property and all buildings and fixtures thereon and all rights, easements and privileges appurtenant to, or benefiting, the same and "properties" means all or any of the same, as the context requires.

Close Invoice Finance Limited

''Mortgaged chattels" means all equipment described in the schedule, together with any part or parts thereof and all additions, alterations, accessories, replacements and renewals or component parts thereto.

NATIONAL WESTMINSTER BANK PLC

DEBENTURE

NATIONAL WESTMINSTER BANK PLC

LEGAL CHARGE

National Westminster Bank PLC

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