SAMUELSON PICTURES (2004) LIMITED

THE ROYAL BANK OF SCOTLAND PLC

CHARGE

The Royal Bank of Scotland PLC

The chargor's right,title and interest in and to the rights,the borrower's rights under the beyond agreement,all policies of insurance,fixed charge the film,the physical materials. See the mortgage charge document for full details.

FILM FINANCES, INC.

AGREEMENT

Film Finances, Inc.

All right, title and interest of and in the film and in the script, all property acquired for the production of the film, the whole of the company's undertaking and assets. See the mortgage charge document for full details.

THE ROYAL BANK OF SCOTLAND PLC

CHARGE OVER THE FEATURE FILM PROVISIONALLY ENTITLED "YOU DONT HAVE TO SAY YOU LOVE ME"

ISLE OF MAN FILM LIMITED (IOM FILM)

DEED OF SECURITY ASSIGNMENT AND CHARGE

The Royal Bank of Scotland PLC

By way of security throughout the world the chargor's rights under the alliance atlantis agreement the momentum agreement the s&lb offer letter and any distribution agreement the benefit of all policies of insurance in respect of the film and/or the rights, the right title and interest in and to the film the physical materials the proceeds of all policies of insurance all sums from time to time standing to the credit of each of the chargors in the commissioner producer account the fcf account the fcf deposit account the iom first account the production account the samson account. See the mortgage charge document for full details.