FLIGHTFORM LIMITED

BARCLAYS BANK PLC

LEGAL CHARGE

Barclays Bank PLC

F/Hold land and buildings south west of halifax road,cressex business park,high wycombe,buckinghamshire.

GE CAPITAL EQUIPMENT FINANCE LIMITED

FLOATING CHARGE

Ge Capital Equipment Finance Limited

The companys rights under any form of lease,hire or similar agreement from time to time entered into by the company with a third party in respect of the goods and all rental and other amounts payable under such agreement.

UNITED DOMINIONS TRUST LIMITED

CHARGE

United Dominions Trust Limited

All goods which are now or hereafter become the subject matter of a hiring agreement or a hire purchase agreement. See the mortgage charge document for full details.

BARCLAYS BANK PLC

LEGAL CHARGE

SOVEREIGN FINANCE PLC

CERTIFICATE OF ASSIGNMENT (PURSUANT TO THE MASTER ASSIGNMENT DATED 27 SEPTEMBER 1993)

Sovereign Finance PLC

All monies due or to become due under the sub hire agreements as listed in the schedule to the certificate of assignment and the benefit of all guarantees indemnities and securities in connection with the assigned agreements. See the mortgage charge document for full details.

CHARTERED LEASING LIMITED

CHARGE OVER HIRING AGREEMENTS

Chartered Leasing Limited

All rights and interest of the company in the agreements; all monies now or hereafter payable under the agreements; the goods comprised in the agreements; the benefit of all guarantees,indemnities,negotiable instruments and securities; the benefit of all insurances effected by the company or by the customers under the agreements; all rights for enforcing the agreements.. See the mortgage charge document for full details.

SOVEREIGN FINANCE PLC

CERTIFICATE OF ASSIGNMENT PURSUANT TO MASTER ASSIGNMENT DATED 27TH SEPTEMBER 1993

SOVEREIGN FINANCE PLC

CERTIFICATE OF ASSIGNMENT PURSUANT TO MASTER ASSIGNMENT DATED 27TH SEPTEMBER 1993

Sovereign Finance PLC

All monies due from the company under the sub hire agreements specified in the schedule and benefit of all guarantees,indemnities,negotiable instruments and securities. See the mortgage charge document for full details.

Sovereign Finance PLC

All monies due under the sub hire agreements specified in the schedule to certificate of assignment entered into pursuant to the master assignment; all guarantees,indemnities and other securities. See the mortgage charge document for full details.

BARCLAYS BANK PLC

DEBENTURE

Barclays Bank PLC

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.

BARCLAYS MERCANTILE BUSINESS FINANCE LIMITED

ASSIGNMENT AND CHARGE OF SUB-LEASING AGREEMENTS

Barclays Mercantile Business Finance Limited

All the rights, title and interest of the company in the sub leases. See the mortgage charge document for full details.

SOVEREIGN FINANCE PLC

CERTIFICATE OF ASSIGNMENT

SOVEREIGN FINANCE PLC

CERTIFICATE OF ASSIGNMENT

SOVEREIGN FINANCE PLC

CERTIFICATE OF ASSIGNMENT

SOVEREIGN FINANCE PLC

CERTIFICATE OF ASSIGNMENT

MERCEDES-BENZ FINANCE LIMITED

FIRST FIXED CHARGE

Mercedes-Benz Finance Limited

All sub lease agreements the full benefit and advantage of the moneys payable under the sub-lease agreement the benefit of all guarantees the benefit of all insurances. See the mortgage charge document for full details.

SOVEREIGN FINANCE PLC

CERTIFICATE OF ASSIGNMENT

SOVEREIGN FINANCE PLC

CERTIFICATE OF ASSIGNMENT

SOVEREIGN FINANCE PLC

CERTIFICATE OF ASSIGNMENT

SOVEREIGN FINANCE PLC

CERTIFICATE OF ASSIGNMENT

SOVEREIGN FINANCE PLC

CERTIFICATE OF ASSIGNMENT

SOVEREIGN FINANCE PLC

CERTIFICATE OF ASSIGNMENT

SOVEREIGN FINANCE PLC

MASTER ASSIGNMENT AND CERTIFICATE OF ASSIGNMENT

BARCLAYS BANK PLC

DEBENTURE

FORD CREDIT PLC

CHARGE ON HIRING AGREEMENTS

Ford Credit PLC

All right title and benefit to "the contracts" and "the motor vehicles" (see form 395 and continuation sheet relevant to this charge).