MODULIFT UK LIMITED

NATIONAL WESTMINSTER BANK PLC

National Westminster Bank PLC

HSBC BANK PLC

LEGAL ASSIGNMENT

Hsbc Bank PLC

Any credit balance due to the company under condition 13 of the agreement for the purchase of debts and any discounting allowance due under the contract the benefit of all the other provisions of the contract and all securities in respect of that credit balance.

HSBC INVOICE FINANCE (UK) LTD ("THE SECURITY HOLDER")

FIXED CHARGE ON PURCHASED DEBTS WHICH FAIL TO VEST

HSBC INVOICE FINANCE (UK) LTD ("THE SECURITY HOLDER")

FLOATING CHARGE (ALL ASSETS)

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.

HSBC BANK PLC

DEBENTURE

LLOYDS TSB COMMERCIAL FINANCE LIMITED TRADING AS ALEX LAWRIE FACTORS

ALL ASSETS DEBENTURE