D.W. SMITH SERVICES LTD

Bibby Financial Services Limited

By way of first legal mortgage, all land (ad defined below) belonging to the company at the date of the debenture including without limitation that described in part 1 of schedule 2 to the debenture (a copy of which schedule is attached to this form MR01).. In the debenture "land" means all estates and other interests in freehold, leasehold or other immovable property (wherever situated) or in which the company has an interest and:-. (I) all buildings and fixtures (including trade fixtures but not including tenant's fixtures) and fixed plant and machinery at any time thereon;. (Ii) all easements, rights and agreements in respect of such property;. (Iii) all proceeds of sale of such property; and. (Iv) the benefit of all covenants given in respect of such property.

LLOYDS BANK COMMERCIAL FINANCE LIMITED