EXHIBIT 10.12.1.

                              DATED 7th March, 2003





                              ALL ASSETS DEBENTURE



                                    GIVEN BY





                                   IN FAVOR OF


                               VENTURE FINANCE PLC





                                Wilde & Partners
                                 10 John Street
                                     London
                                    WC1N 2EB


<PAGE>

     THIS DEBENTURE is made  the               day  of               20   BY THE
PARTY  DESCRIBED IN SCHEDULE 1 ("the  Company") in favour of VENTURE FINANCE PLC
of Sussex House,  Perrymount Road, Haywards Heath, West Sussex RH16 1DN (Company
Number 2281768) ("VF").


1.       Covenant To Pay

         The Company will pay to VF on demand unless otherwise agreed in writing
         all monies and liabilities  which are now or shall become due, owing or
         incurred by the Company to VF in any manner  actually or  contingently,
         solely or jointly,  as  principal or surety and whether or not VF shall
         have been an original party to the relevant  transaction  together with
         interest  (as well after as before  judgement or demand) and all legal,
         administrative and other charges, costs, expenses and payments incurred
         by VF in  relation  to the  preparation,  negotiation,  entry  into  or
         performance of this  Debenture or in enforcing the security  created by
         it on a full indemnity basis (the "Secured Liabilities").

2.       Charges

2.1      As continuing security for the payment of the Secured Liabilities,  the
         Company with full title guarantee charges:-

         (a)      by way of legal  mortgage all freehold and leasehold  property
                  vested in the Company at the date of this debenture  including
                  that  specified  in  Schedule 2 together  with all  buildings,
                  structures,   fixtures  and  fittings   (including  trade  and
                  tenant's  fixtures)  now or hereafter  thereon  ("the  Legally
                  Mortgaged Property");

         (b)      by way of fixed charge:-

                  (i)      all future  freehold  and  leasehold  property of the
                           Company  together  with  all  buildings,  structures,
                           fixtures and fittings  (including  trade and tenant's
                           fixtures) now or hereafter  thereon  ("the  Equitably
                           Charged Property");

                  (ii)     all fixed plant and machinery now or hereafter in, on
                           or attached to the Legally Mortgaged  Property and/or
                           the Equitably  Charged  Property and all spare parts,
                           replacements,  modifications  for or to the same; and
                           the benefit of all obligations  and warranties  given
                           by any  manufacturer or supplier of the same to or in
                           favour  of  the   Company  and  the  benefit  of  all
                           maintenance  agreements relating thereto entered into
                           between the Company and any third party;

<PAGE>

                  (iii)    all plant, machinery and equipment and all spare
                           parts, replacements and modifications for or to the
                           same specified in Schedule 3 and the benefit of all
                           obligations and warranties given by any manufacturer
                           or supplier of the same to or in favour of the
                           Company and the benefit of all maintenance agreements
                           relating thereto entered into between the Company and
                           any third party;

                  (iv)     all  plant,  machinery  and  equipment  and all spare
                           parts,  replacements and  modifications for or to the
                           same other than those specified in clauses 2.1(b)(ii)
                           and (iii) now or  hereafter  owned by the Company and
                           the benefit of all obligations  and warranties  given
                           by any  manufacturer or supplier of the same to or in
                           favour  of  the   Company  and  the  benefit  of  all
                           maintenance  agreements relating thereto entered into
                           between   the   Company  and  any  third  party  (but
                           excluding any plant,  machinery or equipment  forming
                           part  of the  Company's  stock  in  trade  or work in
                           progress);

                  (v)      all Debts (as  defined  in the  agreement  details of
                           which  are set  out in  Schedule  4  ("the  Financing
                           Agreement"))  intended  to but  which  do not for any
                           reason vest absolutely and effectively in VF together
                           with the Related  Rights (as defined in the Financing
                           Agreement) to such Debts (the "Non-Vesting Debts");

                  (vi)     all  present  and future  book and other debts of the
                           Company, all moneys from time to time standing to the
                           credit of any  account of the  Company  and all other
                           moneys  whether  arising  under  contracts  or in any
                           other  manner  due,  owing or incurred to the Company
                           (and  including any owing by VF to the Company) other
                           than Debts  absolutely and  effectively  vested in or
                           held on trust  for VF under the  Financing  Agreement
                           and Non-Vesting Debts (the "Other Debts");

                  (vii)    all the goodwill and uncalled capital of the Company;

                  (viii)   all stocks,  shares, bonds and securities of any kind
                           present and future legally or  beneficially  owned by
                           the  Company  and  all  dividends  and  other  rights
                           relating thereto;

                  (ix)     all present and future patents,  patent applications,
                           trade marks and service marks (whether  registered or
                           not),  design  rights  (whether  registered  or not),
                           copyrights and all other intellectual property rights
                           whatsoever   and   all   rights   relating    thereto
                           (including,  without  limitation,  by way of licence)
                           legally or beneficially owned by the Company;

                  (x)      all  benefits  relating  to all  present  and  future
                           contracts and policies of insurance from time to time
                           taken out by or on behalf of the  Company  or (to the
                           extent it has) in which the  Company  has an interest
                           and  all  claims  and  returns  of  premium  relating
                           thereto;

<PAGE>

         (c)      by way of floating charge the undertaking and all property and
                  assets of the Company present and future including any charged
                  by way of specific  charge under clauses 2.1(a) and (b) if and
                  to the extent that such charges fail as specific charges ("the
                  Floating Charge Property");

         each of  which  shall  hereafter  be  collectively  referred  to as the
         "Charged Property".

2.2      (a)      Without  prejudice  to  clause  2.2 (b) VF may at any  time by
                  notice to the Company  convert the floating  charge created by
                  clause  2.1(c) above into a fixed charge as regards any of the
                  Floating Charge Property specified in such notice.


         (b)      The   floating   charge   created  by  clause  2.1  (c)  shall
                  (additionally to the circumstances where this will occur under
                  general law) automatically be converted into a fixed charge: -

                  (i)      on  presentation of a petition to wind up the Company
                           or for an  administration  order  in  respect  of the
                           Company;

                  (ii)     if the Company  fails to comply with its  obligations
                           under clause 2.3.

2.3      The  Company  will not without  VF's prior  written  consent  create or
         purport or attempt to create or permit to subsist any mortgage or fixed
         or floating charge,  pledge,  lien,  assignment or other encumbrance or
         security  (save a lien  arising  by  operation  of law in the  ordinary
         course of business  or any  arrangements  relating to banker's  set off
         which the VF may enter into with the Company's  bank from time to time)
         upon the Charged Property nor sell, transfer, lease, licence, part with
         possession  dispose of or grant any  interest  in or relating to all or
         any part of the Charged Property save that the Floating Charge Property
         may be disposed of by way of sale at full value in the ordinary  course
         of business as now carried on and the plant,  machinery  and  equipment
         charged by clauses 2.1(b) (ii) (iii) and (iv) may be replaced, modified
         repaired or maintained as specified in clause 3.1(a).

3.       Company's Obligations

3.1      The Company agrees that it will:-

         (a)      not sell, transfer,  lease,  licence,  part with possession or
                  dispose of or grant any  interest in or relating to all or any
                  part of the Charged Property without the prior written consent
                  of VF save as authorised under clause 2.3 and save that it may
                  dispose of and/or part with possession of any plant, machinery
                  and equipment specified in clauses 2.1(b)(ii),  (iii) and (iv)
                  for the sole purpose of immediate  replacement,  modification,
                  repair and/or maintenance;

         (b)      during the continuance of this Debenture:-

<PAGE>

                  (i)      pay into a current  account or a separate  designated
                           account (as VF may require)  with the bank  specified
                           in  Schedule 5 or such other bank as VF may from time
                           to time specify  ("the Bank") all moneys which it may
                           receive in respect of the Other Debts hereby  charged
                           and  (subject  to any  rights of the Bank in  respect
                           thereof)  pay or  otherwise  deal  with  such  moneys
                           standing  in such  account  in  accordance  with  any
                           directions from time to time given in writing by VF;

                  (ii)     prior to the security  constituted  by this Debenture
                           becoming enforceable in the absence of any directions
                           from VF any moneys  received  by the Company and paid
                           into such  account  in  respect  of the  Other  Debts
                           hereby  charged  shall  upon  such  payment  in stand
                           released   from  the  fixed   charge  on  such  debts
                           hereinbefore  by this  Debenture  created  and  shall
                           stand subject to the floating charge  hereinbefore by
                           this  Debenture  created over the other  property and
                           assets of the Company but any such  release  shall in
                           no  respects   derogate  from  the   subsistence  and
                           continuance  of the said  fixed  charge  on all other
                           Debts of the Company for the time being outstanding;

                  (iii)    if  called  upon  to  do so by  VF  execute  a  legal
                           assignment of such Other Debts to VF in such terms as
                           VF may require and give notice thereof to the debtors
                           from whom those debts are owing or incurred  and take
                           such other  steps as VF may  require to perfect  such
                           legal assignment;

                  (iv)     deal with such  Other  Debts in  accordance  with any
                           directions  from time to time  given in writing by VF
                           (subject  to  any  rights  of  the  Bank  in  respect
                           thereof)  and in default  of and  subject to any such
                           directions  deal with the same  only in the  ordinary
                           course of getting in and  realising the same (but not
                           sell,  assign,  factor  or  discount  the same in any
                           way);

                  (v)      permit the Bank to furnish  directly  to VF from time
                           to time upon request full  statements and particulars
                           of all the Company's  accounts with the Bank and such
                           other  financial  statements  and  other  information
                           respecting the assets and  liabilities of the Company
                           as are from time to time available to the Bank;

                  (vi)     only  deal  with  Non-Vesting  Debts as if they  were
                           Debts and their Related Rights  purchased by VF under
                           the Financing  Agreement  and in particular  will not
                           bank or deal with any payments  (by whatever  method)
                           in respect of the Non-Vesting Debts except by dealing
                           with them in accordance with the Financing Agreement;

                  (vii)    after crystallisation of the floating charge (if any)
                           created pursuant to clause 2.1(c) into a fixed charge
                           not,  except as permitted by VF,  withdraw any credit
                           balance representing payments relating to Non-Vesting
                           Debts and Other Debts from any of the Company's  bank
                           accounts;

<PAGE>

         (c)      punctually pay all outgoings  relating to the Charged Property
                  and produce receipts therefor to VF on request and comply with
                  all laws  concerning  the Charged  Property and every  notice,
                  order, direction, licence, consent or permission lawfully made
                  or given in respect of it or any part thereof;

         (d)      subject to the rights of any prior  mortgagee  deposit with VF
                  all deeds  and  documents  of title  relating  to the  Charged
                  Property or any part thereof;

         (e)      without  prejudice  to  clauses  2.3 and 3.1(a) not pull down,
                  remove, redevelop or materially alter the whole or any part of
                  the Charged  Property  and keep the  Charged  Property in good
                  repair  and   condition  and  allow  VF  free  access  at  all
                  reasonable  times  to view  the  state  and  condition  of the
                  Charged Property (though without VF being deemed thereby to be
                  a mortgagee in possession);

         (f)      not exercise the powers of leasing or accepting  surrenders of
                  leases conferred by Sections 99 and 100 of the Law of Property
                  Act 1925  ("the  LPA")  or any  other  powers  of  leasing  or
                  accepting  surrenders  of leases  without  VF's prior  written
                  consent;

         (g)      insure and keep insured those parts of the Charged Property as
                  are of an insurable  nature with such insurer and against such
                  risks as VF shall require to their full  insurable  value with
                  VF's interest noted on each policy, produce to VF the receipts
                  for each  current  premium on demand  and apply any  insurance
                  proceeds  in making  good the  relevant  loss or damage or, at
                  VF's   option,   in  or  towards   discharge  of  the  Secured
                  Liabilities;

         (h)      it shall have, maintain and comply with all permits,  licences
                  or  other  approvals  required  by all  laws,  directions  and
                  regulations and all codes of practice,  circulars and guidance
                  notes issued by any competent  authority or agency  concerning
                  the  protection of the  environment  (which shall include air,
                  water and land) or human health (each an "Environmental  Law")
                  needed for its use or occupation  of the Charged  Property (or
                  any part  thereof)  or for the  conduct of any  business it is
                  engaged  in from time to time and shall not do or permit to be
                  done any act or omission  which could result in any  liability
                  being imposed on VF under any applicable Environmental Law;

         (i)      it shall forthwith on demand pay for an environmental audit of
                  such type as VF, acting reasonably, shall specify from time to
                  time in  relation  to the  Charged  Assets  and, in any event,
                  shall  permit  VF,  its  agents,  employees,  and any  firm of
                  environmental  consultants  engaged by it, to have full access
                  to all its  properties,  assets,  books  and  records  for the
                  purpose of carrying out any such environmental audit.

3.2      The Company  hereby  warrants  that it is not in breach of, and has not
         incurred or become  subject to, any civil or criminal  liability  under
         any Environmental  Laws or the terms of any  Environmental  Licence and
         that it has not done or omitted to do anything  which could  impose any
         liability on VF under any applicable Environmental Law.

<PAGE>

3.3      If the Company fails to carry out any of its  obligations  under clause
         3.1 VF may do so (though without being deemed thereby to be a mortgagee
         in possession) and may recover any payments made by it relating thereto
         from the Company on demand  until which time such  payments  shall form
         part of the Secured Liabilities.

4.       Enforcement

4.1      The powers and remedies  conferred on  mortgagees by Section 101 of the
         LPA shall apply to this Debenture but without the restrictions  imposed
         by Section 103 of the LPA and the statutory powers of leasing conferred
         on VF  shall  be  extended  so as to  authorise  VF to  lease  and make
         arrangements for leases at a premium or otherwise accept  surrenders of
         leases and grant  options as VF shall think  expedient  and without the
         need to observe  any of the  provisions  of  Sections 99 and 101 of the
         LPA. VF may exercise all powers,  authorities and discretions conferred
         expressly or by  implication on any receiver under this Debenture or by
         statute or common law.

4.2      At any time after the Company shall breach any of its obligations under
         this  Debenture  or any other  agreement  with VF  (including,  without
         limitation,  the  Financing  Agreement)  is  breached by the Company or
         becomes  terminable  by VF or  after  request  by  the  Company  or the
         presentation of a petition for the appointment of an  administrator  in
         relation  to the  Company VF may  appoint  one or more  persons to be a
         receiver  or  receivers  solely,  jointly,  severally  or  jointly  and
         severally with others of all or any part of the Charged Property and to
         the extent  permitted by law may remove any such  receiver or receivers
         and appoint  another or others in his or their  place.  Any receiver so
         appointed  shall be the agent of the Company  and the Company  shall be
         solely  responsible  for  all  acts,  omissions  or  defaults  and  the
         remuneration of each such receiver which  remuneration VF may fix it as
         it sees fit which may include a fixed fee, hourly rate or commission.

4.3      Any receiver  appointed  under this  Debenture  may enter upon and take
         possession  of the  Charged  Property  or any part of it. A receiver or
         receivers appointed by VF shall,  notwithstanding any administration or
         liquidation  of the Company,  have all the powers (which in the case of
         joint  receivers may be exercised  either  jointly or severally) in the
         name of or on behalf  of and at the cost of the  Company  specified  in
         Schedule 1 to the  Insolvency  Act 1986 (even if not an  administrative
         receiver),  power to do or omit to do all things that the Company could
         do or  omit  to do and  all  powers  conferred  by the  LPA as if  duly
         appointed thereunder.

4.4      All monies received under the powers conferred by this Debenture shall,
         subject to repayment,  so far as required, of any claim having priority
         to this  Debenture,  be paid  or  applied  in the  following  order  of
         priority: -

         (a)      in  satisfaction of all costs,  charges and expenses  incurred
                  and   payments   made  by  VF  or  the  receiver  and  of  the
                  remuneration of the receiver;

         (b)      in or towards  satisfaction of the Secured Liabilities in such
                  order as VF may at its discretion require;

         (c)      as to any surplus  (if any) to the person or persons  entitled
                  thereto.

<PAGE>

5.       Further Assurance & Power of Attorney

5.1      Upon request by VF the Company will at the Company's  cost  immediately
         sign, seal, execute,  deliver and perfect all deeds and instruments and
         do all such  other  acts and  things  as VF or any  receiver  appointed
         hereunder  may  require in order to perfect  or  enforce  the  security
         created by this Debenture or to use the powers given to each of them in
         this Debenture.

5.2      The  Company  irrevocably  and by way of  security  appoints VF and its
         directors,   officers   and   managers   from  time  to  time  and  any
         receiver/receivers  appointed hereunder jointly and severally to be the
         lawful  attorneys of the Company and in the  Company's  name and on its
         behalf and as its act and deed to carry out any  matters  necessary  to
         achieve the purposes set out in clause 5.1.

6.       Consolidation

         The restrictions on the right of consolidating  mortgages  contained in
         Section 93 of the LPA shall not apply to this Debenture.

7.       Notice of Subsequent Interests

         If VF receives notice of any subsequent mortgage,  charge,  assignment,
         security or other interest affecting the Charged Property VF may open a
         new account or  accounts  with the  Company.  If VF does not open a new
         account  it shall  nevertheless  be treated as if it had done so at the
         time when it received notice and as from that time all payments made by
         the Company to VF shall be credited or treated as having been  credited
         to a new account and shall not operate to reduce the amount  secured by
         this Debenture when VF received such notice.

8.       Additional Security

         This  Debenture  is in  addition  to and shall  not merge or  otherwise
         prejudice or affect any other right or remedy of VF or any  assignment,
         bill, note, guarantee,  mortgage or other security now or in the future
         held by or available to VF (whether  created by VF or a third party) in
         favour of VF in respect of the Secured Liabilities.

9.       Currency Indemnity

         VF or any receiver  appointed by it may, in their absolute  discretion,
         convert any monies received, recovered or realised under this Debenture
         from their then  existing  currency  into such other  currency as VF or
         such receiver may reasonably think fit and any such conversion shall be
         effected at VF's bankers then  prevailing spot selling rate of exchange
         for such other currency against the existing currency.

<PAGE>

10.      H M Land Registry

         The Company  certifies  that this  Debenture  does not  contravene  its
         Memorandum  and  Articles  of  Association  and has  been  executed  in
         accordance therewith and hereby applies to the Chief Land Registrar for
         a restriction  to be entered on the Company's  title to any  registered
         land forming part of the Charged Property in the following terms:

         "Except  under an order of the Registrar no  disposition  or dealing by
         the  proprietor of the land is to be registered  without the consent of
         the  proprietor for the time being of the Charge dated [ ] in favour of
         Venture Finance Plc"

11.      Suspense Account and Set-Off

11.1     VF may at any time and without  prior  notice to the Company  forthwith
         transfer  all or any part of any balance  standing to the credit of any
         account of the Company with it to any other account of the Company with
         it  or  combine  or  consolidate  the  Company's   accounts  with,  and
         liabilities   to,  it  or  set-off  any   liabilities   in  or  towards
         satisfaction of any of the Secured Liabilities.

11.2     VF or any receiver  appointed by it may at its discretion credit all or
         any monies  received by it under or in relation to this  Debenture to a
         suspense  account and hold such monies on such  account for such period
         as either thinks fit pending its application in or towards discharge of
         the Secured Liabilities.

12.      Transfers & Disclosures

         The rights and obligations of VF under this Debenture are  transferable
         by VF  and  references  in  this  Debenture  to VF  shall  include  its
         successors  and  transferees.  The Company may not assign,  transfer or
         make any declaration of trust of any of its rights or obligations under
         this Debenture.  VF may disclose any  information  about the Company to
         any person to whom it is proposing to transfer or has transferred  this
         Debenture.

13.      Miscellaneous

13.1     No  delay or  omission  on the part of VF in  exercising  any  right or
         remedy  under  this  Debenture  shall  impair  that  right or remedy or
         operate  as or be taken to be a waiver of it.  Any  single,  partial or
         defective  exercise  of any such right or remedy  shall not prevent the
         further exercise of that or any other right or remedy.

13.2     VF's rights under this  Debenture are  cumulative and are not exclusive
         of any rights provided by law.

13.3     Any  waiver  by VF of any  term of this  Debenture  or any  consent  or
         approval  given  by VF under it  shall  only be  effective  if given in
         writing and then only for the  purpose  stated and subject to any terms
         and conditions imposed by VF.

13.4     If at any time any one or more of the  provisions of this  Debenture is
         or becomes  illegal,  invalid or unenforceable in any respect under the
         laws of any jurisdiction the legality,  validity or  enforceability  of
         the  remaining  provisions  of this  Debenture  shall not in any way be
         affected or impaired as a result.

<PAGE>

13.5     Any certificate  signed by a director or other authorised officer of VF
         as to the  amount  of the  Secured  Liabilities  at the  date  of  such
         certificate  shall,  in the absence of manifest  error,  be  conclusive
         evidence of such amount and a binding obligation of the Company.

13.6     All  references  in this  Debenture  to any statute  shall be deemed to
         include  reference to any modification or re-enactment  thereof for the
         time being in force and all  references to clauses and schedules are to
         those in this Debenture.

13.7     The meaning of general  words  introduced by the word "other" is not to
         be limited by reference to any preceding words.

13.8     The  paper on which  this  Debenture  is  written  is and at all  times
         remains the property of VF even after the discharge of this Debenture.

14.      Notice

         (1)      Any  notice  or  demand  to be  served or made by VF under the
                  terms of this Debenture shall be validly served or made:

                  (i)      if  handed to the  Company  or to any  officer  of or
                           partner in the Company as appropriate; or

                  (ii)     if delivered,  or sent by facsimile  transmission  or
                           post,  to the  address  stated in  Schedule  1 or the
                           address  of the  Company  last  known to VF or to any
                           address at which the Company carries on business; or



                  Notice or demands  served  personally  by VF shall take effect
                  upon such service and those made by facsimile shall be treated
                  as being received upon transmission.  Notices sent and demands
                  made by VF by post shall be  conclusively  deemed to have been
                  received  no later  than 10.00 a.m.  on the next  Working  Day
                  following the posting or despatch.

         (2)      Any notice to be served on VF must be in writing and delivered
                  by Recorded  Delivery post to the  registered  office of VF or
                  such other  office,  as VF shall notify to the Company for the
                  purpose of this sub-clause. They shall take effect at the time
                  of delivery so recorded.


<PAGE>

15.      Jurisdiction

         This Debenture  shall be governed by and interpreted in accordance with
         the laws of England and the Company hereby submits to the non-exclusive
         jurisdiction  of the  English  Courts  in  connection  with any  matter
         arising under it.


         IN WITNESS  WHEREOF the parties  hereto have  executed this deed in the
         manner  hereafter  appearing and have delivered it on the date shown on
         page one.









EXECUTED AND DELIVERED AS A DEED by     )





/S/Paul Beveridge                       )
------------------------------------

as Attorney for VENTURE FINANCE PLC     )

in the presence of:                     )

                                        )

                                        )

/S/ Paul Apps                           )
-------------





Address of Witness:  Sussex House, Perrymont Road, Haywards Heath.







EXECUTED AND DELIVERED AS A DEED        )

                                        )

BY InYX Pharma Limited                  )

<PAGE>

                                        )

Acting by*Colin Hunter                  )        /S/ Colin Hunter
                                                 ----------------

(Director)                              )        Signature of Director



and* Steven Joseph Handley              )        /S/ Steven Handley
                                                 ------------------

(**Director/Company Secretary)          )        Signature of Director/Company

                                                 Secretary



<PAGE>

                                   SCHEDULE 1






Company Name:




Company No:





Registered Office:


<PAGE>

<PAGE>

                                   SCHEDULE 2


                    [Freehold and Leasehold Property Details]


1.       Registered Land


         London and District Borough/County                Title Numbers
         Description


i)       3 Arkwright Road, Runcorn CH271493

ii)      5 - 8 Arkwright Road, Runcorn                     CH309942

iii)     9 Arkwright Road, Runcorn                         CH309955

iv)      9 Arkwright Road, Runcorn                         CH310239

v)       18 Arkwright Road, Runcorn                        CH204430

vi)      Land and buildings on the East Side of            CH460749
         Arkwright Road, Runcorn

vii)     Land on the North Side of Arkwright               CH393632
         Road, Runcorn


2.       Unregistered Land

i)       Leasehold land known as 1 - 2 Arkwright Road, Runcorn;

         Lease  dated 23 June1988  between  Warrington  and Runcorn  Development
         Corporation (1) and Minipak Aerosols Limited (2)

ii)      Leasehold land known as 10 / 11 Arkwright Road, Runcorn;

         Lease  dated 23 June1988  between  Warrington  and Runcorn  Development
         Corporation (1) and Minipak Aerosols Limited (2)



<PAGE>

                                   SCHEDULE 3



Plant & Machinery
-----------------

Intermediate Warehouse
----------------------

43 x Bays of boltless racking (speedlock)

Mobile steps

2 x Pairs of protection barriers

Nilfisk 3kg vacuum cleaner

Label Room
----------

Macalux racking comprising of:

20 pairs of beams with chipboard shelving (1400mm x 55mm x 10mm)

9 end frames (250mm x 600mm x 50mm)

Boltless racking comprising of:

4 Bays of drive in racking

8 Pairs of drive in beams

10 end frames

Fujitsu Pentium personal computer c/w 24x max CD rom, 14" monitor,  ICL keyboard
and mouse

TEC B-672-QP bar code printer, Serial No 9H1804040

TEC B-672-QP bar code printer, Serial No 5E002782

Main Warehouse
--------------

Boltless bays of racking comprising of:

12 Bays of boltless pallet racking

Headinair double door raw material drum oven, Ref No 18148

Mettler Toledo ID7 remote weight platform floor balance counting scale, 1500kg x
0.5kg, Serial No 2358268

Foster gastronorm raw material refrigerator

<PAGE>

Saline Line
-----------

Stainless steel 8 lane slatted feed conveyor

(8 x 140mm x 1900mm) with accumulating section


Single lane slat conveyor  with Radium  sections and guides
Approx 100mm x 7m to Miraclean

MTF Technik BFD inclined valve feed hopper with
Inclined conveyor,
Serial No 10067

Inclined rotary valve feed

Hills of Hull Micraclean machine,
Serial No M24966

Best D30 stainless steel check weigher,
Serial No B2234 With spiral infeed unit

Filing Room
-----------

Sartorius digital scale with print out


Pall Palltronic flow star integrity tester
Serial No C8053021

Single lane slat conveyor, approx 100mm x 12m

King stainless steel six head filling machine

Pamasol 6 head rotary valve inserter/clamper with
screw feed

4 head gas filling system

Stainless steel mobile holding vessel 500L
jacketing with mixer

Stainless steel 2 lane slatted take off conveyor
with diverter to reject lane approx 2 x 100mm

Pamasol 2025/24B buttoner
Serial No 8031-13369

RNA vibratory feeder and inclined feed hopper
and elevator conveyor

Single lane slatted belt conveyor, through
Buttoner, capper and printer
Approx 100mm x 15m

<PAGE>

Pamasol 2033/32B capping machine,
Serial No 6032-13370,
with stainless steel hopper and inclined elevator conveyor

Domino Solo IP65 stainless steel inket coder with
Bespoke product holding system with 70-OC
holding station,
stainless steel belt 4 section divider/conveyor feed,
approx 260mm x 200m Serial No 781452

Skinetta ASK450 sealing and shrink wrap machine
with fire protection, Serial No ESZ2010.94

3M Matic 12A 18600 automatic case sealer,
Serial No 1036

Sartorius 151 30 bench top remote platform scale
Serial No 5020487

Bulk Solution Holding Area - Tank B
-----------------------------------

Vestec stainless steel saline vessel 5000L jacket
Serial No W2323

Bulk Solution Holding Area - Tank A
-----------------------------------

Webster stainless steel saline vessel 5000L jacket

1971 APV N35 MG510 plate type heat exchanger
Serial No 11719

Solution Make Up Area

MFTC lee metals stainless steel 800L jacketed vessel
Serial No -
with Morstan LIG 12/1 LSB mixer

SVLL Line (Packaging)
---------------------

Conveyor mounted motorised feed table 28 section

Newman 6VA stainless steel combined labelling
and coding machine
Serial No 93495
with variable speed stainless steel carousel

Carmichael carton erector with leaflet inserter
Serial No C13709 AV/UK 29

<PAGE>

1992 Neri SL200 2TS twin head labelling machine
Serial No 130-92

EDL 24/12 ST shrinkwrap tunnel
Serial No 12804

Videojet Excel HR inkjet coder
Serial No R93K10020

SVLL (Filling)
--------------

Ozaf E20V stainless steel feed hopper

Serial No 2370 Ozaf RO 800 rotary bowl feeder Serial No 2369

Stainless steel belt conveyor to accumulator

1997 Neri Model 3 Type 15 rotary carousel/accumulator
with blow cleaning facility
Serial No MTFA01401

1997 Marchesini ML 642 Riempitrice 4 head filing,
3 head crimping and 5 head capping machine
Serial No 697000032
with FIM 30 control with 2 vibratory feed hoppers

1997 Marchesini ML 642 Riempitrice 4 head filing,
3 head crimping and 5 head capping machine
Serial No 697000033
with FIM 30 control with 2 vibratory feed hoppers

Mixing
------

Mettler ID 55X-E ex rated remote platform sale

Druckluftmotor D370 pneumatic barrel pump
Serial No 122.3

1 x 700L mobile vessels with lightnin LQ 25A ex
rated mixers and Silverson bottom mixer

4 Sandpiper TGH-2-SEB1/2-A pneumatic pumps

Nederman fume extractor

MDI Filling
-----------

New England Machinery NEH BCL bulk
component hopper with elevating conveyor and
rotary feed to convey Serial No 1856

<PAGE>

Stainless steel rotary vibratory feed
with overhead conveyor

Stainless steel slatted belt conveyor to crimping
machine approx 4m x 100m

6 Head charging machine comprising Fulton fuller,
Cap feed, 6 head crimper and 6 head gasser with
DH autosampler

Best stainless steel RIM 30 check weigher
Serial No B2805

Domino Codebox two line inkjet coder

Stainless steel slatted take off conveyor 2.5m x
100mm with two workstations

Manufacturing MDI 2 Filling Line
--------------------------------

Envair c-flow lamina flow cabinet

Mettler ID3 multirange remote platform scale

P Pellegrini jacketed 180kg mobile vessel with air
driven and electric mixers

MDI Packaging
-------------

Stainless steel rotary carousel

Stainless steel slatted belt conveyor, approx 6m x 100mm

Best SRIM 3D stainless steel check weigher
Serial NoB2592

Newman NV11 labelling and coding machine
Serial No 96258
with conveyor through feed

CAM OMA carton erector, packer and leaflet inserter
Serial No C12441.PRX

Best D30 stainless steel checkweigher
Serial No B3229
with air reject knock out

CAM through feed stack and wrapping machine
Serial No C4305KA.A.7

<PAGE>

MDI Primary Packaging
---------------------

Marchesni stainless steel rotary carousel

Serial No E639836
with FIM 30 control


1999 Marchesni LAC 3 test type testatrice function
testing machine
Serial No 6.98.00376

Packservice tavolo rotante PS160 rotary carousel
table

Slatted endless belt conveyor, approx 10m x 100mm

MDI Packaging 2
---------------

Stainless steel table

Stainless steel slatted belt conveyor, approx 5m x 100mm

1995 Graseby Best E30 checkweigher
Serial No B3676

Newman 5FL labelling and coding machine
Serial No 93491

Stainless steel radius conveyor, approx 2m x 100mm

Stainless steel bespoke inserting machine with OMA
carton erector/filler and leaflet inserter
Serial No C12030PRX26

Best D30 stainless steel checkweigher
Serial No B3230

CAM throughfeed stacking and wrapping machine
Serial No -

Robopac 9050-2 pallet wrapper, Serial No 3238-1

Dispensary
----------

Mettler ID5 SX remote platform sale ex rated

Air driven pump

Metler PS10 digital scale

<PAGE>

Allowance for remaining contents including 2 bath

HFA Facility
------------

Pamasol X2046-023/3 stainless steel bottled

Reservoir feed and sorter
Serial No 11431-19951

RNA SRC-N400-IL vibratory button feeder
Serial No 01407
RNA SRC-N400-IL vibratory button feeder
Serial No 01504 in acoustic cabinet with top feed conveyor

Pamasol Macromat P2-45/16B filling machine
Serial No 11432-19952

Best Brim 30 stainless steel check weigher
Serial No B2990

Single slat belt conveyor to end of line

Buttoner with Podmores vibratory bowl feed
Serial No 2608

Domino A200 inket coder with forwarding section

2000 2 Vestec 220L jacket mixing vessels with ex
misers, ex BTM mixer, pumps and ancillary equipment
Serial No's W2170/A, W2170/B

Air driven pump

2 Nederman fume extractors

Refrigeration Plant for WF1
---------------------------

1997 ICS 4 fan unit
ICS TA 121 chiller
Serial No  1200700408

Main Warehouse
--------------

Mobile picking steps

PC, Monitor and keyboard

Willaims stainless steel refrigerator

SVLL Packaging
--------------

Sartorius electronic platform scale

<PAGE>

MDI Packaging
-------------

Airform fume cupboard

Secondary Packaging
-------------------

LV Liquids

Shrink wrapper

Over wrapper DG27

CAM carton erector

Codebox and heatamatic conveyor

Changing Room
-------------

1 x Cupboard

1 x Garment rail

1 x Stepover barrier

2 x Plastic bins

1 x Stainless steel water chiller

Topicals 2 Changing Room
------------------------

1 x Stepover barrier

Topicals 2 Production Line

9 lane Linear feed table

Hillsmen Rota Blow pneumatic canister cleaning machine

2 x Nimmo Packaging Systems product feed stations

Aerofill Starpack rotary filling, valve feed and valve crimping machine

Dip tube valve hopper feed and rotary unscrambler

Valve Hopper feed & RNA rotary unscrambler, type SRC-N400-2L
Serial No 00361

Stainless steel framed plastic slatband conveyor into outside
propellant gassing booth

Propoellant gassing booth

Slatband conveyor from gassing booth

<PAGE>

Best Inspection D30 check weigh machine

Reject enclosure

Slatband conveyor with water bath

Water bath stress testing machine

Nimmo Packaging Systems aerosol button application machine,
with feed hopper and unscrambler

Nimmo Packaging Systems overcap applicating machine, with hopper and unscrambler

Slatband through conveyor

Sparkprint label applicator and conveyor mounted presser

Domino A200 Inkjet coder

Travtec Diverter II can diverter

PCE Code reader

Slatband conveyor to Accumulation Table

CAM cartoning machine, No C15706 PMM17

Soco carton sealer and conveyor

Nimmo Packaging Systems Main Line control panel

Crowcon gas monitor

Kiddedeugra gas alarm panel and 9 gas sensors

CCTV monitor for Gassing Booth

Sartorius electronic seal

4 x Stainless steel tables

2 x Chairs

3 x Small stainless steel liquid storage vessels

Topicals 1 - Changing Room
--------------------------

Step over barrier

<PAGE>

Topicals 1 - Production Line
----------------------------

Stainless steel 5 lane slat in-feed conveyor with
channeling/feed to single land slat conveyor
throughout filing room and gassing room with
radius and diverter sections approx 900mm x 19m overall

Shield Engineering stainless steel feed hopper with
inclined conveyor, approx 300mm x 2.4m

Pamasol Type-2037 500 stainless steel inclined
valve feed and unscrambler

Pamasol Macromat 2045 topical aerosil filing
machine with 2 filling heads and
single crimping head

Slatband conveyors into and out of gassing booth

Best inspection RIM 30 stainless steel in-line
checker weigher
Serial No B3317

Stainless steel slatted belt conveyor with to
diverter to water bath approx 2m x 900mm

8 lane stainless steel conveyor water bath with
Comes 90L motorised pick and
place feed and take off, 6 blow dry heads and single lane slatted
take off conveyor

Rotary feed button applicating machine with RNA ESG
8060 vibratory bowl feeder

Single lane slatted belt conveyor approx 11m x
900mm through capper and coder

Single head pneumatic capping machine with
stainless steel holding bench

Labelling station with Spark K505 label applicator,
stand and controller

Domino stainless steel inkjet printer, Type A200

HCL Cam stainless steel carton erecting machine with
leaflet feed
Serial No C15048AV25

Stainless steel slat conveyor approx 3m x 250mm

1988 Kiener ASK 450 shrink wrap tunnel
Serial No ES2 1592 88

Ad Pak WM 983 pallet stretch wrapper

<PAGE>

Foam Facility Units 5-8 PMB
---------------------------

Mettler Toledo ID5 SX-E remote platform scale

Air Master auto M155 extraction unit
Serial No 981191460

CIP pump ex rated

Quicklift QL/PN/3.0/LAF hydraulic lift truck
Serial No 9634/98

Integ stainless steel 4000L vessel with bottom
magmax ex rated mixer and automated outlet
valve level indicator, filter housing, Burst disc,
pressure spray ball

2 x Sandpiper air driven pumps

1998 Integ stainless steel 1800L vessel
Serial No 00522

APV Aqua tank agitator control panel

APV Ethanol tank agitator control panel

Main switch panel

3 Ticket printers (linked to vessels)

Sandpiper air driven pump
Serial No 52760S

Contrec 214 batch control meter with 2 Mettler
Toledo ID 3STX load cells (for vessels)

Changing Room
-------------

Step over barrier

N-Pentane Suite
---------------

1993 Websters 158L stainless steel jacket cooled

storage vessel with explosion relief value
Vessel No 25332
with Lightnin mixer, four air pumps and centrifugal pump

Sinton 690kg stainless steel blister vessel with explosion
relief valve and lighnin ex rated mixer with
ancillary staging, pumps and associated equipment

<PAGE>

Topicals & Liquids Mixing Area
------------------------------

30 50L stainless steel portable vessels

1995 Webster 1117 litre mobile jacketed and cooled
stainless steel vessel
Serial No 2834
with 1995 Lightnin LQ75A mixer
Serial No Q60722

1995 Webster stainless steel 550 L jacketed and
cooled mobile vessel
Serial No 2835 with 1995 Lightnin LQ25A mixer
Serial No Q60721

Two stainless steel holding vessel with Mortsan mixer

Stainless steel mobile vessel with Lighnin mixer

Ex rated mobile hydraulic pallet truck with
Weightronix W1-150 digital scale
Serial No 010528

1 Stainless steel IBC's

1992 Vestec stainless steel jacketed mobile vessel
Serial No W-9651
with AOB mixer and air driven pump

1967 APV 3000L stainless steel jacketed vessel
Serial No 48629.3

1967 APV 3000L stainless steel jacketed vessel
Serial No 48629.3

Stainless steel 5000L tank with Morstan L56 ex
Ramp mixer

2 x 12000L stainless steel vessels on leg with
Lightnin ex rater mixers

Avery Berkel L117 digital ex-rated remote platform scale
Serial No 590020655

Stainless steel open tank

4 Sandpiper SBI air powered double diaphram pumps

Gas Filling Station
-------------------

Steel container aprox 3m x 2.5 x 3m with
explosion relief roof, 2 head gas filling machine
with ancillary equipment

<PAGE>

Water Treatment
---------------

Stainless steel jacketed vessel 5500 litres

US filter continuous deionisation unit

USF slectron organic scavenger

USF UV disinfection unit and associated equipment

Boiler Room
-----------

2 x 1987 Fulton 15E steam raising boilers output 525/hour
Serial No B5346

Finished Goods Warehouse
------------------------

2 Bays adjustable racking

1 x Cupboard

Tank Farm
---------

Prometheus Werke mild steel CFC storage tank (P12)

Prometheus Werke mild steel CFC storage tank (P1)

Prometheus Werke 22 CUM mild steel CFC storage tank (P40/60)

Mild steel butane storage tank (CAP 30)

Mild steel butane storage tank (CAP 40)

Mild steel DME storage tank (DME)

Associated pumps and pipework

Pillar jib crane with Pronin 2T hoist

Sprinkler House
---------------

Armstrong fire drive 110 diesel standby sprinkler pump
and outside sprinkler tank

Yard
----

Dewatered alcohol tank

Waste compactor

<PAGE>

2 Sinton mobile stainless steel vessels with mixer

Compressor House
----------------

3 HPC Plusair CS90 packaged air compressor

Beko Owamat 6 oil/water separator

1981 Pall P 401 DHAE 30 AB DX heatless dryer
Serial No 3.42.D4814 81

3 Outside air receivers

Boiler House
------------

2 x 1987 2 Fulton 15E steam raising boilers
Serial No: B5348

Rigid 300 pipe threading machine

Karcher HD 855S pressure washer

Engineers' Shop
---------------

Wolf double ended bench grinder

Nu Tools bench grinder and sander

Elektra Beckum BS230 bandsaw

Clarke pedestal drill

Makita snip saw

RS bench drill

SIP Turboweld arc welder

Oxyacetylene welding set

Degreasing bath

Floor polisher

Benches, vices, cupboards and small tools

WFI Plant
---------

1994 Ponsini BD/V-A-500 thermocompression

distillation plant
Serial No 2826

<PAGE>

Permutit Scion 700 dioniser

300L polypropylene store vessel

700L jacketed stainless steel storage vessel

Jacketed 10,000 WF1 storage tank

5 APV plate heat exchangers

Anatel A1000 S10 TOC sensor

USF reverse osmosis unit

2 Plastic storage tanks 5000L and 2000L chiller
units with controls and ancillary equipment

Laboratory 1
------------

Airform fume cabinet
Serial No D104J123

3 Pot heating mantle

Copley Erweka TPK DP1/MPI test apparatus

Phillips Harris Sigma 2-15 laboratory centrifuge

Clifton water bath

Radiometer Meterlab PHM250 ion analyser

Sartorius digital top pan balance

Metrohm 758 KFD titrino titrometer with 703 Ti stand

Sartorius BP211D digital analytical balance
and ticket printer

Calculating digital density meter

Roeblin Camlab automatic osmometer

Epic tower PC

Laboratory benching and cupboards

HPLC Laboratory
---------------

Millipore milli Q plus water purification apparatus
Serial No F3MM76811M

<PAGE>

Waters HPLC comprising:
486 tunable absorbance detector
Serial No MXM5BM7569M
717 plus autosampler
Serial No MXSAM5577M
510 HPLC pump

Compaq Deskpro personal computer with monitor,
keyboard and Hewlett Packard Deskjet 930c
printer

Compaq Deskpro personal computer with S700
monitor, keyboard and Hewlett Packard Deskjet
695c printer

Waters HPLC comprising:
486 tunable absorbance detector
Serial No MXSCM973M
717 plus autosampler
Serial No MXSAM5936M
510 HPLC pump

2 Phenomenex RC-200 readouts

Waters HPLC comprising:
717 plus autosampler

Spectra-Physics Spectra 200 programmable
wavelength detector

Gilson 307 pump
Serial No 184183

Perkin Elmer Lambda 25 UV/VIS spectrometer
Serial No 6995

Epson FX-880 printer

Grant water bath

Grant Ultrasonic bath

Laboratory benching, cupboards and small equipment

Laboratory 3
------------

Perkin Elmer Autosystem XL gas chromatograph

Epic tower PC with monitor, keyboard and Hewlett
Packard Laserjet 1100 printer

Unitemp bench top laboratory oven
Serial No 74532/2

<PAGE>

Gast vacuum pump

Stuart scientific bench top furnace

Radiometer ABU 901 autoburette

Epic tower PC with monitor, keyboard and
Hewlett Packard Deskjet 695c printer

Radiometer TIM800 Titra lab titration manager

Radiomter CDM210 conductivity meter

Nicolet Avatar 360-FT-IR ESP diffuse reflector

Laboratory benching, cupboard and small equipment

Microbiology Laboratory
-----------------------

Intermed Microflow fume cabinet with peteric
limited sterilising agent
Vaporising unit and Microflow pathfinder control
unit

2 LAL-500E Series 2 32 station mixing modules

Bassaire 04HB fume cupboard
Serial No 8390
with 54 module filter
Serial No 54082

Millipore Milliflex Sensor II

2 Electric laboratory ovens

Meiji microscope

Labcold refrigerator

Logicol tower PC with monitor, keyboard and
Hewlett Packard Deskjet 690c printer

2 LEC pharmacy refrigerators

Laboratory benching, cupboards and small equipment

Store
-----

Malvern Series 2600 droplet and particle size
analyser with PC and printer

<PAGE>

Network cabinet

Rack, table and 4 drawer filing cabinet

Units 1 & 2 Warehousing
-----------------------

24 x Bays of boltless racking comprising:

61 Pack beams

29 End frames

3' High x 9' x 1 1/2'

On Site - Not Inspected
-----------------------

Stainless steel 60 L mobile buffer tank with ex rated Float and Ober
LFB4D pneumatic mixer
Serial no: D70088

2 x 1 ton stainless steel storage vessels

Plant & Machinery
-----------------

Nedderman extract arm linked to packaging 1 air fume cupboard

2 stainless steel tanks

Stainless steel 800KG

Astra 2000 case sealer

Kiener ASK 450 shrinkwrap

Allenn Labelling machine

Hecomatic stainless steel con

Videojet Inkject coder

Charmichael Cam 1 AV

Fabcar wrap and seal

4 Sandpiper SBI air powered double diaphragm pumps

Sinton Engineering 590 s/s Jacketed Vessel serial number W03919 (1997)

Silverson Model D Mixer

Procor (UK) 42,000 mild steel tank serial number 771138/V17 (1978)

Electric Pump and associated pipe work and controls

Pamasol HFA diaphragm pump, complete with controls (Engineering workshop)


<PAGE>

                                   SCHEDULE 4


                          [Financing Agreement Details]



The  Agreement for the Purchase of Debts entered into between the Company and VF
having a Commencement Date of                  20


The Advantage Facility entered into between the Company and VF dated        20


The Loan Agreement entered into between the Company and VF dated            20

<PAGE>

                                   SCHEDULE 5


                            [Company's Bank Details]


Name:                      Venture Finance PLC


Branch:                    HSBC Bank plc
                           60 The Broadway
                           Haywards Heath
                           West Sussex RH16 3AR


Sort Code:                 40-23-27


Account No:                61228676