Exhibit 4.19








DATED 18 June 2002











MAD CATZ LIMITED


and others as Chargors








and








CONGRESS FINANCIAL CORPORATION (CENTRAL)


as Congress








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GUARANTEE AND DEBENTURE





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INDEX





Clause



Page1.

INTERPRETATION

12.

FIXED SECURITY

63.

FLOATING CHARGE

84.

REPRESENTATIONS AND WARRANTIES

85.

UNDERTAKINGS

106.

WHEN SECURITY BECOMES ENFORCEABLE

177.

ENFORCEMENT OF SECURITY

178.

RECEIVER

199.

POWERS OF RECEIVER

2010.

APPLICATION OF PROCEEDS

2311.

EXPENSES AND INDEMNITY

2312.

DELEGATION

2413.

FURTHER ASSURANCES

2414.

POWER OF ATTORNEY

2515.

GUARANTEE AND INDEMNITY

2516.

MISCELLANEOUS

2717.

RELEASE

2818.

RIGHTS AND REMEDIES

2919.

NOTICES

2920.

GOVERNING LAW AND JURISDICTION

30SCHEDULE 1 The Chargors

32SCHEDULE 2 Mortgaged Property

33SCHEDULE 3 Forms of Notice to Banks and Acknowledgement

34SCHEDULE 4 Group Shares

42SCHEDULE 5 Charged Accounts

43SCHEDULE 6 Deed of Accession

44SCHEDULE 7 Specified Intellectual Property

48SCHEDULE 8 Specified Equipment

49SIGNATORIES

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THIS DEED OF DEBENTUREis dated 18 June 2002





BETWEEN:





(1)MAD CATZ LIMITED (Registered in England and Wales No. 04017578) (the Company);





(2)THE COMPANIES (if any) identified in Schedule 1 (together with the Company and each person which becomes a party to this Deed by executing a Deed of Accession, each a Chargor and
together the Chargors); and





(3)CONGRESS FINANCIAL CORPORATION (CENTRAL)(a
corporation under the laws of Illinois in the United States of America) (the Congress).





BACKGROUND:





(A)  The Chargors enter into this Deed to secure the repayment and satisfaction of the Secured
Liabilities.





(B)  The Chargors and Congress intend that this document take effect as a deed
notwithstanding that it may be executed under hand.





IT IS AGREED:





1.    INTERPRETATION





1.1  Definitions





In this Deed:





Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that
person or any other Subsidiary of that Holding Company.





Blocked Accounts means
the bank accounts of the Chargors specified in Part I of Schedule 5 and/or in the Schedule to any Deed of Accession and/or such other bank accounts of a Chargor designated as a Blocked Account by such Chargor and Congress.





Book Debts means:





(a)  all book and other debts in existence from time to time (including, without limitation, any sums whatsoever owed by banks or similar
institutions) both present and future, actual or contingent, due, owing to or which may become due, owing to or purchased or otherwise acquired by any Chargor; and





(b)  the benefit of all rights whatsoever relating to the debts referred to above including, without limitation, any related agreements,
documents, rights and remedies (including, without limitation, negotiable or non-negotiable instruments, guarantees, indemnities, legal and equitable charges, reservation of proprietary rights, rights of tracing, unpaid vendors liens and all
similar connected or related rights and assets).




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Charged Accounts means the Blocked Accounts
and the Other Accounts.





Dangerous Substance means any substance of whatever
kind and form and in whatever combination capable of causing harm to any lifeform or the environment.





Deed of Accession means a deed of accession substantially in the form set out in Schedule 6.





Environmental Law means all laws, regulations, directives, statutes and any guidance, circular or regulations issued thereunder, subordinate legislation, common law, equity, all
other international, national and local laws and all judgments, orders, instructions or awards of any court or competent authority concerning the protection of or compensation for damage to human health, the environment, or the condition, of any
work place or the generation, dealing with, or disposal of any Dangerous Substance.





Environmental Licence means any consent, approval, authorisation, exemption, licence, order, permission, condition, recording, registration, variation, modification or transfer required by any Environmental Law.





Environmental Proceedings means any written claim or demand or any criminal,
civil, judicial, regulatory or administrative proceedings, suit or action or other enforcement process brought or taken under any Environmental Laws (including without limitation any written claim or demand etc in respect of any Remedial Works) or
any matter which would be the subject of any such written claim or demand etc but where liability has been admitted or otherwise settled or agreed.





Equipment means (save to the extent that any such items form part of such Chargors stock in trade) all present and future plant,
equipment, machinery, computers and computer hardware and software (whether owned or licensed), vehicles, tools, furniture and fixtures and all attachments, accessories owned by any Chargor and property (other than Fixtures) now or in future
relating to it or used in connection with it and replacements and substitutions for it wherever located.





Event of Default is defined in the Loan Agreement.





Loan Agreement means the first amended and restated loan agreement dated 5 September 2001 between Mad Catz, Inc as Borrower and Congress as Lender and US Collateral Agent.





Financing Agreements is defined in the Loan Agreement.





Fixtures means all fixtures and fittings (including, without limitation, those of trade) and fixed
plant and machinery on the Mortgaged Property.





Group Shares means all shares
specified in Schedule 4 or in the Schedule to any Deed of Accession or, when used in relation to a particular Chargor, such of those shares as are specified against its name in Schedule 4 or in the Schedule to any Deed of Accession, together in each
case with all other stocks, shares, debentures, bonds, warrants, coupons or other securities and investments now or in the future owned by any or (when used in relation to a particular Chargor) that Chargor from time to time;




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Insurances means all contracts and policies of
insurance taken out by or for a Chargor or in which any Chargor has an interest (to the extent of that interest).





Intellectual Property means all subsisting patents and subsisting rights of a similar nature held in any part of the world, applications for patents and such rights, divisions and continuations of such applications
for patents, registered and unregistered trade marks, registered designs, utility models (in each case for their full period and all extensions and renewals of them), applications for any of them and the right to apply for any of them in any part of
the world, inventions, confidential information, Know-how, business names, trade names, brand names, copyright and rights in the nature of copyright, design rights and get-up and any similar rights existing in any country; and the benefit (subject
to the burden) of any and all agreements, arrangements and licences in connection with any of the foregoing including but not limited to the Specified Intellectual Property.





Know-how means all the body of knowledge, technical experience, expertise and skills, technical processes, secret processes, formulae and
technical information held by any Chargor and relating to its business, which is not in the public domain.





Mortgaged Property means any freehold or leasehold property (including the Premises) the subject of the security created by this Deed.





Obligors is defined in the Loan Agreement.





Other Accounts means the bank accounts of the Chargors specified in Part II of Schedule 5 and/or in the Schedule to any Deed of Accession
and/or such other bank accounts of the Chargors as Congress may permit.





Permitted
Security Interest means any Security Interest which any Chargor is permitted to create or maintain under the terms of the Financing Agreements.





Premises means any building or other edifice on the Mortgaged Property or other Security Asset.





receiver includes any receiver, receiver and manager or administrative receiver.





Receiver means any individual or individuals (who may be an employee or employees of
Congress) for the time being and from time to time appointed by Congress to be a receiver or receivers (and, where more than one individual is appointed jointly, they shall have the power to act severally, unless Congress shall specify to the
contrary in their appointment) under this Deed and, where the context shall admit, any individual or individuals for the time being and from time to time so appointed in substitution, provide always that all such individuals shall be qualified under
the Insolvency Act 1986 to act as a receiver of the property of any company with respect to which he is appointed or as an administrative receiver of any such company.





Related Rights means, in relation to the Group Shares, all dividends and other distributions paid or payable after todays date on
all or any of the Group Shares and all stocks, shares, securities (and the dividends or interest on them), rights, money or property accruing or offered at any time by way of redemption, bonus, preference, option rights or otherwise to or in respect
of any of the Group Shares or in




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substitution or exchange for any of the Group Shares.





Holding Company means, in relation to a company or a corporation, any other company or corporation in respect of which it is a
Subsidiary.





Remedial Works means:





(a)  any investigation, inspection, sampling or monitoring works; or





(b)  any works, steps or measures to treat, abate, remove, remedy, contain, control, manage or ameliorate the
presence or actual or potential effect of any Dangerous Substance or any harm to the environment or human health or pollution of the environment.





Secured Liabilities means all present and future obligations and liabilities, whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever,
of each Obligor to Congress except for any obligation which, if it were so included, would result in a contravention of section 151 of the Companies Act 1985.





Security Assets means all assets of each Chargor the subject of any security created by this Deed (and includes the Mortgaged Property).





Security Interest means a mortgage, charge, pledge, lien or other security
interest securing any obligation of any person, or any other agreement or arrangement having similar effect.





Security Period means the period beginning on the date of this Deed and ending on the date on which the Secured Liabilities have been irrevocably and unconditionally satisfied in full.





Security Shares means the Group Shares and the Related Rights and, in the case of a particular Chargor,
means such of the Group Shares as are held by it at the relevant time, together with all Related Rights in respect of such Group Shares.





Specified Equipment means the Equipment (if any) specified in Schedule 8 or in the Schedule to any Deed of Accession.





Specified Intellectual Property means the registered Intellectual Property (if any) specified in Schedule 7 or in the Schedule to any
Deed of Accession.





Subsidiary means a subsidiary within the meaning of Section
736 of the Companies Act 1985.





1.2  Construction





(a)  Any reference in this Deed to:





(i)  assets includes present and future properties, revenues and rights of every description;





(ii)  an authorisation means an authorisation, consent, approval, licence,




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resolution, filing or registration;





(iii)  a Financing Agreement or any other agreement or instrument is a reference to that Financing Agreement or other agreement
or instrument as amended or novated;





(iv)  indebtedness includes any
obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;





(v)  a person includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having
separate legal personality) or two or more of the foregoing;





(vi)  a
regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;





(vii)  a provision of law is a
reference to that provision as amended or re-enacted;





(viii)  words importing the
singular shall include the plural and vice versa;





(ix)  a charge or mortgage of any
freehold or leasehold property includes all Premises and Fixtures on that property, the proceeds of sale of any part of that property, and the benefit of any covenants for title (or any monies paid or payable in respect of them) given or entered
into by any predecessor in title in respect of that property;





(x)  any party or person
includes any person deriving title from it or any successor, transferee or assignee.





(b)  Clause and
Schedule headings are for ease of reference only.





(c)  An Event of Default is
continuing if it has not been waived.





(d)  Capitalised terms defined in the Loan
Agreement have the same meaning when used in this Deed unless the context requires otherwise.





(e)  If
at any time the Company is the only Chargor the references in this Agreement to Chargors shall, whilst such circumstance is continuing, be construed accordingly.





(f)  The terms of the other Financing Agreements and of any side letters between the parties to this Deed in relation to the Financing Agreements are incorporated
in this Deed to the extent required for any purported disposition of the Mortgaged Property in this Deed to be a valid disposition in accordance with Section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989.





(g)  Every disposition effected by this Deed is made with full title guarantee. The




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other terms of this Deed do not limit or extend any of the covenants implied by virtue of Part 1 of the Law of Property
(Miscellaneous Provisions) Act 1994 but create separate and independent obligations having effect cumulatively with those implied covenants.





(h)  Each of the charges in Clause 2 over each category of the assets, each asset and each sub-category of each asset specified in such clause shall be read and construed separately, as
though each such category, asset and sub-category were charged independently and separately of each other.





(i)  In the event of any conflict between the provisions of this Deed and the provisions of the Loan Agreement the provisions of this Deed shall prevail.





2.    FIXED SECURITY





Each Chargor, as
security for the payment and performance of the Secured Liabilities and in the manner specified in Clause 1.2(g) of this Deed:





(a)  charges in favour of Congress by way of a first legal mortgage all the property (if any) now belonging to it and specified in Schedule 2 and all other interests in any freehold or
leasehold property now or in the future belonging to it; and





(b)  charges in favour of
Congress by way of a first fixed charge:





(i)  (to the extent that they are not within
Clause 2(a)) all interests in any freehold or leasehold property now or in the future belonging to it;





(ii)  all Equipment (other than any Specified Equipment effectively mortgaged to Congress by way of a first legal mortgage pursuant to Clause 2(e)) now or in the future belonging to it and its interest in any such Equipment
in its possession now or in the future;





(iii)  all of its benefits, claims and returns
of premiums in respect of the Insurances;





(iv)  all of its right, title and interest
(if any) in and to the Blocked Accounts and all monies standing to the credit of any the Blocked Accounts and the debts represented by them;





(v)  its goodwill and its uncalled capital both present and future;





(vi)  its Book Debts, both uncollected and collected, the proceeds of the same and all monies otherwise due and owing to such Chargor but excluding the Charged Accounts and any amounts
standing to the credit of any Charged Account;





(vii)  the benefit of all rights,
securities and guarantees of whatsoever nature enjoyed or held by it in relation to anything in sub-paragraph 2.1(b)(vii);





(viii)  its rights under any hedging arrangements;





(ix)  any of its beneficial interest, claim or entitlement in any pension fund;




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(x)  the benefit of all permissions of whatsoever
nature and whether statutory or otherwise, held in connection with its business or the use of any Security Asset and the right to recover and receive all compensation which may be payable to it;





(xi)  its Intellectual Property now or in the future subject to any necessary (as at the date of this Deed) third partys consent to
such charge being obtained. To the extent that such Intellectual Property is not capable of being charged (whether by reason of lack of any such consent or otherwise) the charge purported to be effected by this Clause 2(b)(xi) shall operate as an
assignment of any and all damages, compensation, remuneration, profit, rent or income which any Chargor may derive from such Intellectual Property or be awarded or entitled to in respect of such Intellectual Property as continuing security for the
payment, discharge and performance of the Secured Liabilities





(c)  mortgages and
charges and agrees to mortgage and charge to Congress all Group Shares held now or in the future by it and/or any nominee on its behalf, the same to be a security by way of a first mortgage; and





(d)  mortgages and charges and agrees to mortgage and charge to Congress all the Related Rights accruing to all or any of the Group Shares
held now or in the future by it and/or any nominee on its behalf, the same to be a security by way of a first mortgage or charge.





PROVIDED THAT:





(i)  whilst no
Event of Default is continuing, all dividends and other distributions paid or payable as referred to in paragraph (d) above may be paid directly to the relevant Chargor (in which case Congress or its nominee shall execute any necessary dividend
mandate) and, if paid directly to Congress shall be paid promptly by it to the relevant Chargor; and





(ii)  subject to Clause 5.4(c) whilst no Event of Default is continuing, all voting rights attaching to the relevant Group Shares may be exercised by the relevant Chargor or, where the shares have been registered in the
name of Congress or its nominee, as the relevant Chargor may direct in writing, and Congress and any nominee of Congress in whose name such Group Shares are registered shall execute any form of proxy or other document reasonably required in order
for the relevant Chargor to do so.





(e)  mortgages and charges and agrees to mortgage
and charge to Congress the same to be a security by way of a first mortgage all of its right, title and interest in and to:





(i)  the Specified Equipment;





(ii)  all spare parts and replacements for and all modifications and additions to the Specified Equipment.




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3.    FLOATING CHARGE





3.1  Creation





Each Chargor as security for the payment and performance of the Secured Liabilities and in the manner specified in Clause 1.2(g) of this Deed charges in favour of Congress by way of a floating charge all its assets not otherwise
effectively mortgaged or charged by way of fixed mortgage or charge by Clause 2.





3.2  Conversion by
notice





Congress may by notice to any Chargor convert the floating charge created by this Deed into a fixed
charge in relation to all or any of such Chargors assets specified in the notice if:





(a)  Congress has reasonable grounds for considering those assets to be in jeopardy, by legal process or otherwise; or





(b)  an Event of Default has occurred and is continuing; or





(c)  Congress becomes aware or has reason to believe that steps have been taken which would, in the reasonable opinion of Congress, be likely to lead to the presentation of a petition to appoint an administrator in
relation to such Chargor (or that such a petition has been presented or such an administrator has been appointed) or to wind up such Chargor (or that such a petition has been presented).





3.3  No waiver





The
giving by Congress of a notice pursuant to Clause 3.2 in relation to any class of any Chargors assets, rights and property shall not be construed as a waiver or abandonment of Congresss rights to give other similar notices in respect of
any other class of assets.





4.    REPRESENTATIONS AND WARRANTIES





4.1  Making of representations





Each Chargor makes the representations and warranties set out in this Clause 4 to Congress. The representations and warranties so set out are made on the date of this Deed and are deemed to be repeated
by the Chargors throughout the Security Period on those dates on which representations and warranties are to be repeated in accordance with Section 7.12 of the Loan Agreement with reference to the facts and circumstances then existing.





4.2  Capacity





Each Chargor has the capacity, power and authority to enter into this Deed and the obligations assumed by it are its legal, valid, binding and enforceable obligations subject to laws affecting
creditors rights generally.




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4.3  Title





The Chargors are the sole legal and beneficial owner of the Security Assets free of any Security Interest or third party interest of any kind (other than pursuant to
or as permitted by the Financing Agreements).





4.4  Security





This Deed creates the various forms of security it purports to create and is not liable to be avoided or otherwise set aside on the
liquidation or administration of any Chargor, or otherwise.





4.5  Specified Intellectual Property





(a)  The details of the Specified Intellectual Property appearing or referred to in Schedule 7:





(i)  are true, accurate, and complete in all material respects; and





(ii)  no Chargor is the owner of any interest in any other registered Intellectual Property which is
not identified in that Schedule.





(b)  The Chargors are the sole legal and beneficial owners of any
Specified Intellectual Property referred to in Clause 4.5(a) and there are no (i) Security Interests, nor (ii) any options, rights of pre-emption, licences, agreements or other third party interests of any nature, affecting any such Specified
Intellectual Property, other than those which are specifically identified in Schedule 7.





(c)  Nothing
has been done or has been omitted to be done by or with the consent of the Chargors whereby any person (including any relevant registrar or other applicable authority) might reasonably be expected successfully (i) to seek cancellation or
rectification or any other modification of any registration of or application for registration, in any jurisdiction, of any Specified Intellectual Property which is registered or subject to an application for registration in such jurisdiction, or
(ii) to challenge the legality or validity of any such registration or application.





(d)  No Chargor is
aware of any circumstances which would be likely to entitle a third party to a licence, permission, consent or assignment of, or in respect of, any Specified Intellectual Property or other Intellectual Property right.





(e)  No Chargor is aware of any actions, claims or allegations against any third party alleging infringement of any Specified
Intellectual Property, nor of any facts, matters or circumstances which could reasonably be expected to give rise to any such action, claim or allegation.





(f)  No Chargor is aware of any pending or anticipated actions, claims, counter-claims, applications or allegations impugning the validity or enforceability of any Specified Intellectual
Property or its ownership of it, nor of any facts, matters or circumstances which could reasonably be expected to give rise to any such action, claim, counter-claim, application or allegation.




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(g)  No Chargor has done or omitted to do any act in relation to any
Specified Intellectual Property which has resulted or which could reasonably be expected to result in any breach or infringement of any third partys intellectual property rights.





(h)  All renewal fees due in respect of the registrations for the Specified Intellectual Property in any jurisdiction have been paid.





5.    UNDERTAKINGS





5.1  Duration





The undertakings in this Clause 5 shall remain in force
throughout the Security Period and are given by each Chargor to Congress.





5.2  General





(a)Book debts and receipts:    Each Chargor shall collect and realise
its Book Debts and other monies and receipts and, save to the extent that Congress otherwise agrees in writing, pay the proceeds thus realised into a Blocked Account and, pending such payment into a Blocked Account, hold the proceeds thus realised
upon trust for Congress.





(b)Covenant to perform:    Each Chargor shall
continuously comply with the terms (both express and implied) of this Deed and any contracts relating to the Secured Liabilities.





(c)Restrictions on dealings:    No Chargor shall:





(i)  create or permit to subsist any Security Interest of whatsoever nature on any Security Asset other than a Permitted Security Interest or as created by this Deed; or





(ii)  sell, transfer, grant, lease or otherwise dispose of any Security Asset, except for the disposal in the ordinary course of trade of any
Security Asset subject to the floating charge created by Clause 3.1 and except as provided for under the Financing Agreements.





5.3  Property





(a)Deposit of Title
Deeds:    For the duration of the Security Period each Chargor shall deposit with Congress all deeds and documents of title relating to the Mortgaged Property owned by it and any property comprised within Clause 5.3(c).





(b)Environmental matters:    Each Chargor shall:





(i)  comply in all material respects with all applicable Environmental Law including the obtaining of and
compliance with all requisite Environmental Licences (as varied from time to time);





(ii)  immediately inform Congress:




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(1)  of any actual Environmental Proceedings or, as
soon as it becomes aware, of any potential Environmental Proceedings involving it; and





(2)  upon receipt, of any communication of whatsoever nature, whether specific or general and whether from a third party or competent regulatory authority, served on it concerning any alleged breach of any Environmental Law
or non-compliance with any Environmental Licence, which, if substantiated, could have a material adverse effect upon its financial position or upon its ability to perform its obligations under this Deed;





(iii)  immediately inform Congress if it becomes aware that any of the Mortgaged Property or any other property
owned or occupied by any Chargor is likely to be entered on any register relating to land use or to Remedial Works affecting land and waters (including, without limitation, registers to be held by any competent regulatory authority under section 78R
of the Environmental Protection Act 1990 or section 190 of the Water Resources Act 1991);





(iv)  immediately inform Congress of the presence of any Dangerous Substance in, on, at or under or migrating onto or from any Mortgaged Property or other property owned or occupied by any Chargor or of any other
circumstance, event or incident which is likely to give rise to any Environmental Proceedings; and





(v)  immediately inform Congress of any actual or proposed variation, modification or revocation of any requisite Environmental Licence held by such Chargor and of any refusal to grant or transfer to the Chargor any
Environmental Licence required by it for the purpose of its business.





(c)Future Acquisitions and
Legal Mortgage:    Each Chargor shall:





(i)  notify Congress
immediately upon the acquisition by it of any freehold or leasehold or other interest in property (and for the purposes of this Clause 5.3(c) the date of exchange of contracts for such an acquisition shall be deemed the date of acquisition);





(ii)  at its cost, execute and deliver to Congress, on demand, a legal mortgage (on
terms no more onerous than the terms of this Deed) in favour of Congress of any freehold or leasehold or other interest in property which becomes vested in it after the date of this Deed; and





(iii)  in any event, if applicable, give H.M. Land Registry written notice of this Deed and procure that notice of it be duly noted in the
Registers to each such title.





(d)Lease and covenant compliance:    Each
Chargor shall:





(i)  perform all the terms on its part contained in any lease or
agreement for lease comprising the Mortgaged Property or to which the Mortgaged Property is subject;




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(ii)  not do anything as a result of which any lease or
agreement for lease comprising Mortgaged Property or to which the Mortgaged Property is subject may become forfeit or otherwise determinable; and





(iii)  properly perform (and indemnify Congress for any breach of) any covenants and stipulation of whatsoever nature affecting the Mortgaged Property.





(e)Notices:    Within 10 days after the receipt by a Chargor of any application, requirement, order
or notice served or given by any public, local or other authority relating to any Mortgaged Property, such Chargor shall:





(i)  deliver a copy to Congress; and





(ii)  inform
Congress of the steps taken or proposed to be taken by way of compliance.





(f)Power to
Remedy:    In case of default by any Chargor in performing any obligation or other covenant affecting the Mortgaged Property, each Chargor shall permit Congress or its agents and contractors:





(i)  to enter on the Mortgaged Property;





(ii)  to comply with or object to any notice served on any Chargor relating to the Mortgaged Property; and





(iii)  to take any action Congress may reasonably consider expedient to prevent or remedy any breach of any such
term or to comply with or object to any such notice,





provided that nothing in this Clause 5.3(f) (or otherwise in this Deed) shall
entitle Congress or its agents and contractors to any action (including any Remedial Works) relating to any notice served under or breach of any Environmental Law (including without limitation Part II A of the Environmental Protection Act 1990).





(g)Repair:    Each Chargor shall, and shall procure that each other
Chargor shall, keep the Premises and the Fixtures in good and substantial repair and condition and decorative order.





5.4  Security Shares





(a)  Each Chargor shall forthwith deposit with
Congress or as Congress may direct all bearer instruments, share certificates and other documents of title or evidence of ownership in relation to such Group Shares as are owned by it or in which it has or acquires an interest and their Related
Rights and shall execute and deliver to Congress all such share transfers and other documents as may be requested by Congress in order to enable Congress or its nominees to be registered as the owner or otherwise to obtain a legal title to the same
and, without limiting the generality of the foregoing, shall deliver to Congress on todays date executed (and, if required to be stamped, pre-stamped) share transfers for all Group Shares in favour of Congress and/or its nominee(s) as




12




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transferees or, if Congress so directs, with the transferee left blank and shall procure that all such share transfers are at the request of
Congress forthwith registered by the relevant company and that share certificates in the name of Congress and/or such nominee(s) in respect of all Group Shares are forthwith delivered to Congress.





(b)  Each Chargor shall provide Congress with certified copies of all resolutions and authorisations approving the execution of
such transfer forms and registration of such transfers as Congress may reasonably require.





(c)  Congress and its nominee may at any time whilst an Event of Default is continuing or in any other instance where Congress is of the reasonable opinion that it is necessary for the avoidance of an Event of Default or
necessary for the protection of its material interests exercise or refrain from exercising (in the name of each Chargor, the registered holder or otherwise and without any further consent or authority from each Chargor and irrespective of any
direction given by any Chargor) in respect of the Security Shares any voting rights and any powers or rights under the terms of the Security Shares or otherwise which may be exercised by the person or persons in whose name or names the Security
Shares are registered or who is the holder thereof, including, without limitation, all the powers given to trustees by Section 10(3) and (4) of the Trustee Act 1925 as amended by Section 9 of the Trustee Investments Act 1961 in respect of securities
or property subject to a trust PROVIDED THAT in the absence of notice from Congress each Chargor may and shall continue to exercise any and all voting rights with respect to the Group Shares subject always to the terms of this Deed. No Chargor shall
without the previous consent in writing of Congress exercise the voting rights attached to any of the Group Shares in favour of resolutions having the effect of changing the terms of the Group Shares (or any class of them) or any Related Rights or
prejudicing the security under this Deed or impairing the value of the Security Shares. Each Chargor hereby irrevocably appoints Congress or its nominees its proxy to exercise (as provided in or permitted by this Deed) all voting rights so long as
the Group Shares belonging to it remain registered in its name.





(d)  Each Chargor during the
continuance of this security will make all payments which may become due in respect of any of the Security Shares and, in the event of default in making any such payment, Congress may if it thinks fit make such payment on behalf of each Chargor. Any
sums so paid by Congress shall be repayable by the relevant Chargor to Congress on demand and pending such repayment shall constitute part of the Secured Liabilities.





(e)  It is expressly agreed that, notwithstanding anything to the contrary contained in this Deed, each Chargor shall remain liable to observe and perform all of
the conditions and obligations assumed by it in respect of the Security Shares and Congress shall not be under any obligation or liability by reason of or arising out of the security over the Security Shares conferred by this Deed. Congress shall
not be required in any manner to perform or fulfil any obligation of any Chargor in respect of the Security Shares, or to make any payment, or to receive any enquiry as to the nature or sufficiency of any payment received by them, or to present or
file any claim or take any other action to collect or




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enforce the payment of any amount to which they may have been or to which they may be entitled under this Deed at any time or times.





(f)  Upon the occurrence of an Event of Default and at any time thereafter while the same is continuing
Congress shall be entitled to put into force and exercise immediately as and when it may see fit any and every power possessed by Congress by virtue of the security over the Security Shares conferred by this Deed or available to a secured creditor
(so that Sections 93 and 103 of the Law of Property Act 1925 shall not apply to this security) and in particular (without limitation):





(i)  to sell all or any of the Security Shares in any manner permitted by law upon such terms as Congress shall in its absolute discretion determine;





(ii)  to collect, recover or compromise and give a good discharge for any monies payable to any Chargor in
respect of the Security Shares or in connection therewith; and





(iii)  to act generally
in relation to the Security Shares in such manner as Congress acting reasonably shall determine.





For the
avoidance of doubt, each Chargor agrees that the enforceability of the security over the Security Shares conferred by this Deed is not dependent on the performance or non-performance by Congress of its obligations under any agreement with any
Chargor.





(g)  Immediately on conversion of any of the Group Shares from certificated to uncertificated
form, and on the creation or conversion of any other securities which are for the time being comprised in the Security Shares in or into uncertificated form, each Chargor shall give such instructions or directions as Congress may require in order to
protect or preserve its security.





(h)  Each Chargor shall, immediately upon receipt of any certificate
or other document evidencing any entitlement to further Security Shares, deposit it with Congress together with such share transfer forms in blank and other documents as Congress may require.





5.5  Opening of Accounts and Collection of Receivables





(a)  Forthwith following a request in writing by Congress, each Chargor shall serve notice upon the bank at which each Blocked Account is opened (in respect of the relevant Blocked Accounts)
in substantially the form set out in Part I of Schedule 3 and, following a request in writing by Congress, the Chargors shall serve notice upon each bank at which any Other Account is held (in respect of the relevant Other Accounts) in substantially
the form set out in Part II of Schedule 3, and shall procure the relevant bank returns the acknowledgement in substantially the form set out in the relevant Part of Schedule 3 or such other form acceptable to Congress in its absolute discretion.





(b)  Until the security constituted by this Deed is discharged, no Chargor shall maintain any bank
accounts which are not Charged Accounts.




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5.6  Operation of Blocked Account





Each Chargor agrees that until the security constituted by this Deed is discharged, it shall direct the relevant bank(s) to transfer the
cleared balance of such Chargors Blocked Accounts to such account as Congress shall specify for the purpose from time to time at the end of each Business Day.





5.7  Operation of Other Accounts





Until notified by Congress in writing to the contrary, the Chargors shall be entitled to operate the Other Accounts PROVIDED THAT:





(a)  the Other Accounts each retain a credit or zero balance at all times;





(b)  the Chargors shall not and shall procure that no other person shall deposit or transfer any monies into the Other Accounts other than those
transferred from the Blocked Account or any other Other Account; and





(c)  the Chargors
shall not at any time transfer the whole or any part of the amounts standing to the credit of any Other Account to any other bank account other than to another Charged Account or in the ordinary course of business to the extent permitted under the
Financing Agreements.





5.8  Intellectual Property





(a)  Without prejudice to Clause 13, each Chargor shall at its own expense promptly execute any document and do all assurances
acts and things as Congress may require to procure that the security created by this Deed is recorded as soon as possible by Congress in each register in each jurisdiction in which any Specified Intellectual Property is registered.





(b)  Without prejudice to Clause 13 if after the date of this Deed, any Chargor (i) proposes to apply to register any
Specified Intellectual Property in any register in which it is not already identified as being registered in or (ii) proposes to apply to register any Intellectual Property right not existing on the date of this Deed, such Chargor shall notify
Congress and, if Congress so requires and promptly notifies the Chargor, such Chargor shall ensure that application is made for the security created by this Deed to be recorded, and that any such security is recorded, at the same time as the
application or registration (as the case may be) of such Intellectual Property.





(c)  Each Chargor will
make such registrations and pay such fees, renewal fees, registration taxes and similar amounts as are necessary to keep the Specified Intellectual Property in force.





(d)  Each Chargor will take such steps as are necessary (including the institution of legal proceedings) to police its Specified Intellectual Property in any
territories which are material to its business to ensure proper use of them and to prevent third parties infringing them and, take such other steps as are reasonably practicable to maintain and preserve its interests in its Specified Intellectual
Property including applying to register any interests therein in any relevant register.




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(e)  Each Chargor will promptly notify Congress in writing upon
becoming aware of any circumstances which would make any of the representations in Clause 4.5 inaccurate or misleading in any material respect if those representations were then to be repeated.





(f)  No Chargor will do anything nor use the Specified Intellectual Property in any way which could reasonably be expected to have an adverse effect or which
could devalue any such Specified Intellectual Property.





(g)  No Chargor will, without the prior written
consent of Congress:





(i)  sell, transfer, license or otherwise dispose of any
Intellectual Property;





(ii)  permit any Specified Intellectual Property which is
registered or subject to an application for registration to be abandoned or cancelled, to lapse or to be liable to any claim for abandonment for non-use or otherwise.





5.9  Equipment





(a)  Forthwith after the date of this Deed, each Chargor shall attach to a visible part of each item of Specified Equipment owned by it and with a value in excess of £10,000 in a permanent manner a clear and
distinctive label, no smaller than 3 inches by 4 inches in size comprising the following notice: This piece of Equipment is subject to a first legal mortgage in favour of Congress Financial Corporation (Central) (Congress)
and may not be removed or sold without the prior written consent of Congress.





(b)  Each Chargor
shall keep its Equipment in good repair, working order and condition and fit for its purpose and shall not permit the same to be handled other than by persons properly qualified and trained or to be overloaded or to be used for any purpose for which
the Equipment is not designed or reasonably suitable.





(c)  No Chargor will, without the prior written
consent of Congress, make any modification or permit any modification to be made to the Equipment if the effect of such modification may be to reduce the value of the Equipment.





(d)  No Chargor will permit or procure any Equipment to be taken out of England and Wales without the prior written consent of Congress and then subject only to
such further terms as Congress may require.





(e)  Each Chargor will promptly pay all taxes, fees,
licence duties, registration charges, insurance premiums and other outgoings in respect of the Premises and the Equipment and on demand produce evidence of such payment to Congress.





(f)  Each Chargor will obtain all authorisations from time to time required for the use and operation of the Equipment and not to do or permit to be done any act
or omission whereby the Equipment or the use of it would contravene regulations for the time being in force.





(g)  Each Chargor will forthwith notify Congress of any loss, theft, damage or




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destruction to the Equipment.





(h)  Each Chargor will give Congress such information concerning the location, condition, use and operation of the Equipment as Congress may require and to permit any persons designated by Congress at all
reasonable times to inspect and examine the Equipment and the records maintained in connection with it.





(i)  Each Chargor will ensure that the Premises are suitable for the use or storage of the Equipment, and will keep the Equipment at the Premises.





(j)  Each Chargor will procure in favour of Congress from any person with a proprietary interest or encumbrance (including any owner, leaseholder or chargee) in
any real or personal property to which the Equipment might become affixed, or with which title to the Equipment might merge, an acknowledgement prior to such fixing or merger that their rights and remedies will only be exercised subject to
Congresss rights in the Equipment and, in particular, but without limitation to the generality of the foregoing, the right of Congress, its servants or agents to enter upon any such property to remove the Equipment notwithstanding that it
might be affixed to, or have merged with, any real or personal property.





6.    WHEN SECURITY BECOMES ENFORCEABLE





The security constituted by this Deed shall become immediately enforceable and the power of sale and other
powers conferred by section 101 of the Law of Property Act 1925, as varied or amended by this Deed, shall be immediately exercisable upon and at any time after the occurrence of any Event of Default and whilst the same is continuing after which
Congress may in its absolute discretion enforce all or any part of the security in any manner it sees fit.





7.    ENFORCEMENT OF SECURITY





7.1  General





(a)  For the purposes of all powers implied by statute, the Secured Liabilities are deemed to have
become due on the date of this Deed.





(b)  Section 103 of the Law of Property Act (restricting the power
of sale) and section 93 of the Law of Property Act 1925 (restricting the right of consolidation) do not apply to the security constituted by this Deed.





(c)  The statutory powers of leasing conferred on Congress are extended so that, without the need to comply with any provision of section 99 or 100 of the Law of Property Act 1925, Congress
is empowered to lease, make agreements for leases, accept surrenders of leases and grant options as Congress may think fit.





7.2  Agent of the Chargors





For all purposes each Receiver is deemed to be in the
same position as a Receiver duly appointed by a mortgagee under the Law of Property Act 1925. Every Receiver shall be the agent of the Chargor in respect of which he was appointed unless and until a liquidator shall be appointed of that Chargor,
whereafter such Receiver shall




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act as principal but shall not become the agent of Congress. That Chargor alone shall be responsible for
the receivers contracts, engagements, commissions, omissions, defaults and losses and for liabilities incurred by him. Congress shall not incur any liability of whatsoever nature (either to the Chargors or to any other person) by reason of
Congress making his appointment as a Receiver or for any other reason.





7.3  Contingencies





If Congress enforces the security constituted by this Deed at a time when no amounts are due to Congress
under the Financing Agreements but at a time when amounts may or will become so due, Congress (or the Receiver) may pay the proceeds of any recoveries effected by it into a Blocked Account.





7.4  Mortgagee in PossessionNo Liability





Neither Congress nor any Receiver or Manager will be liable, by reason of entering into possession of a Security Asset, to account as mortgagee in possession or for any loss on realisation or for any
default or omission for which a mortgagee in possession might otherwise be liable.





7.5  Privileges





Each Receiver and Congress is entitled to all the rights, powers, privileges and immunities conferred by the
Law of Property Act 1925 on mortgagees and receivers when such receivers have been duly appointed under that Act, except that section 103 of that Act does not apply.





7.6  Protection of third parties





No person (including a purchaser) dealing with Congress or a Receiver or its or his agents need enquire:





(a)  whether the Secured Liabilities have become payable; or





(b)  whether any power purported to be exercised has become exercisable; or





(c)  whether any money remains due; or





(d)  how any money
paid to Congress or to the Receiver is to be applied.





7.7  Redemption of prior Mortgages





At any time after the security constituted by this Deed has become enforceable, Congress or any Receiver may,
in the case of Congress at the sole cost of the Chargors (payable to Congress on demand) and in the case of a Receiver as an expense of the Receivers receivership:





(a)  redeem any interest by way of security for the time being and from time to time ranking in point of security in priority to any of the
security constituted by this Deed; and/or





(b)  (in the case of a redemption by
Congress) procure the transfer of that interest




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by way of security to itself; and/or





(c)  settle and pass the accounts of any prior mortgagee, chargee or encumbrancer which once so settled and passed shall be conclusive and binding
on the Chargors.





8.    RECEIVER





8.1  Appointment of Receiver





In the circumstances described in Clause 3.2(a) or at any time after the security constituted by this Deed becomes enforceable, or, at any time if so requested by any Chargor in writing, Congress may (but shall not be obliged)
without further notice (and whether or not the relevant Chargor shall have been accorded sufficient or any time in which to satisfy any relevant indebtedness) from time to time, and notwithstanding that, if such be the case, one or more than one
Receiver shall have been appointed in respect of all or any of the Security Assets pursuant to this Clause and not removed from such Security Assets, appoint in writing, under the hand of any manager of Congress, a Receiver of the Security Assets or
any of them and, where so requested by a Chargor, whether or not those Security Assets shall belong to that Chargor, but, in the circumstances described in Clause 3.2(a), only over the Security Assets specified in the notice referred to in that
Clause.





8.2  Relationship with Congress





To the fullest extent permitted by law, any right, power or discretion conferred by this Deed (be it express or implied) upon a Receiver of any Security Assets may,
after the security created by this Deed has become enforceable, be exercised by Congress in relation to any Security Asset either:





(a)  without first appointing a Receiver; or





(b)  notwithstanding the appointment of a Receiver.





8.3  Removal





Congress may by writing under its hand (subject to Section 45 of the Insolvency Act 1986 (any requirement for
an order of the court in the case of an administrative receiver)):





(a)  remove any
Receiver appointed by it; and





(b)  whenever it deems it necessary or desirable, appoint
a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.





8.4  Remuneration





Congress may, from time to time, fix the remuneration of any
Receiver and direct payment of the same out of monies accruing to him in the exercise of his powers, authorities and discretions by or pursuant to this Deed, but the Chargor in respect of which any Receiver shall have been appointed shall alone be
liable for the payment of that remuneration.




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9.    POWERS OF RECEIVER





9.1  General





(a)  In addition to those conferred by the Law of Property Act 1925 on any receiver appointed under that Act, each Receiver has, and is entitled to exercise, all of the rights, powers and
discretions set out in this Deed. The powers, authorities and discretions conferred by or pursuant to this Deed in relation to the Security Assets on Congress or any Receiver shall be in addition to, and not in substitution for, the powers conferred
on mortgagees or receivers under the Law of Property Act 1925, and, where there is any ambiguity or conflict between the powers, authorities and discretions contained in that Act and those conferred by or pursuant to this Deed, the terms of this
Deed shall prevail.





(b)  If there is more than one Receiver holding office at the same time, unless the
document appointing him states otherwise, each Receiver may exercise all of the powers conferred on a Receiver under this Deed individually and to the exclusion of any other Receivers.





(c)  A Receiver who is an administrative receiver of a Chargor has all the rights, powers and discretions of an administrative receiver under the Insolvency Act
1986.





(d)  A Receiver may, in the name of the relevant Chargor if he so wishes:





(i)  do all other acts and things which he may consider necessary or desirable for realising any
Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed; and





(ii)  do and exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising as if he
were its absolute beneficial owner.





9.2  Borrow and Lend Money





A Receiver may raise and borrow money (either unsecured or on the security of any Security Asset, either in priority to, pari passu with,
or subsequent to, the security constituted by this Deed or otherwise) and may lend money either with or without security in the case of either borrowing or lending money on any other terms and for whatever purpose which he thinks fit. No person
lending that money need enquire as to the propriety or purpose of the exercise of that power or to check the application of any money so raised or borrowed.





9.3  Carry on Business





A Receiver may carry on,
manage or concur in the carrying on or managing of, the business for the time being and from time to time of the relevant Chargor in such manner as he may think fit, including, without limitation, power to perform, repudiate, rescind, compromise,
amend or vary any contract, instrument or agreement to which the relevant Chargor shall for the time being and from time to time be a party.




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9.4  Compromise





A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or
by any person who is or claims to be a creditor of the relevant Chargor or relating in any way to any Security Asset.





9.5  Employees





Either in connection with any exercise by the Receiver of his
powers by or pursuant to this Deed or otherwise for any purpose connected with any of the Security Assets, a Receiver may:





(a)  appoint and discharge managers, officers, agents, accountants, servants, workmen and others upon such terms as to remuneration or otherwise as he may think proper; and





(b)  discharge any such persons appointed by the relevant Chargor.





9.6  Leases





A Receiver may grant, or concur in the grant of, any leases or licences of any Security Asset for any term on any terms which he thinks fit (including, without limitation, at a rent or fee with or
without a premium) and may accept a surrender of any lease or licence of any Security Asset on any terms which he thinks fit (including, without limitation, the payment of money to a lessee or licensee on a surrender).





9.7  Legal actions





A Receiver may bring, prosecute, enforce, defend and abandon all actions, suits and proceedings to the relevant Chargor or its Security Assets as he thinks fit.





9.8  Possession





A Receiver may take immediate possession of, get in, and/or collect the Security Assets of the relevant Chargor and, for that purpose, to enter upon its property or any other premises at which its
Security Assets are for the time being and from time to time located and sever, dismantle or remove the same or any fixtures for the time being and from time to time therefrom without being liable for any loss or damage thereby occasioned.





9.9  Protection of Assets





A Receiver may, in each case as he may think fit:





(a)  make and effect, and concur in the making and effecting of, all repairs, maintenance, decoration, provision of all services (including, without limitation, lighting, heating and
cleansing) structural and other alterations, improvements, additions and development in or to the Security Assets and do anything else in connection with the Security Assets which he may think fit or which he may deem proper for the efficient use or
management of the Security




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Assets, as well as for the protection as for the improvement of the Security Assets or for the protection of the security
hereby constituted;





(b)  commence and/or complete any building operations on the
Mortgaged Property or other Security Asset;





(c)  apply for and maintain any planning
permission, building regulation, approval or any other permission, consent or licence in relation to the Security Assets; and





(d)  effect and maintain insurances in respect of the Security Assets.





9.10  Receipts





A Receiver may give valid receipts for all monies and execute all
deeds or documents (including, without limitation, with full power to convey any assets sold in the name of the relevant Chargor) as may be necessary or appropriate in the name of, or on behalf of the relevant Chargor for the purpose of exercising
any of the powers, authorities and discretions conferred on the Receiver by or pursuant to this Deed and to use the name of the relevant Chargor for all or any of such powers, authorities and discretions, for which purpose the relevant Chargor
hereby irrevocably appoints every such Receiver to be its attorney.





9.11  Sale of assets





A Receiver may sell, exchange, convert into money and realise any Security Asset by public auction, tender or
private treaty in any manner and on any terms and with or without such advertisement and in such lot or lots and together or separately as the Receiver thinks fit. The consideration for any such transaction may consist of cash, debentures or other
obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over such period as the Receiver thinks fit. Fixtures may be severed and sold separately from the property
containing them without the consent of the relevant Chargor.





9.12  Subsidiaries





A Receiver may promote the formation of a or purchase a newly formed, or concur in the promotion of the formation of a or
purchase a newly formed, subsidiary and/or subsidiaries of any Chargor with a view to the same purchasing, leasing, licensing or otherwise acquiring all or any of the assets of that Chargor and the Receiver may sell, lease, license or otherwise
dispose all or any of the assets of that Chargor to such subsidiary or subsidiaries on such terms as he shall think fit.





9.13  Exercise of Rights





A Receiver may exercise or permit the relevant Chargor
or any nominee of the relevant Chargor to exercise any powers or rights incidental to the ownership of its Security Assets in such manner as the Receiver may think fit and, in particular (as regards any shares, stock or other securities for the time
being and from time to time included in its Security Assets), any rights for the time being and from time to time attached thereto.




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9.14  Uncalled capital





A Receiver may call up all or any portion of any uncalled capital of a Chargor.





9.15  Professional advice





A Receiver may appoint a solicitor or accountant or other professionally qualified person to advise or assist it in the exercise of any of the powers, authorities and discretions by or pursuant to these presents or otherwise for any
purpose connected with its Security Assets, and may discharge any such person.





9.16  Seal





A Receiver may use a Chargors seal.





9.17  Specified Intellectual Property





A Receiver may in respect of any Specified Intellectual Property:





(a)  make such registrations and pay such fees, renewal fees, registration taxes and similar amounts as he thinks fit to keep such Specified Intellectual Property in force;





(b)  take such steps as he thinks fit (including, without limitation, the institution of legal proceedings and
the incurring of advertising expenditure) to police such Specified Intellectual Property in any territory and to prevent third parties infringing it and otherwise to maintain and preserve its value;





(c)  if he thinks fit, abandon or cancel such Specified Intellectual Property or permit its registration (or
application for registration) in any jurisdiction to lapse or to permit it to become liable to a claim for abandonment for non-use or otherwise.





10.    APPLICATION OF PROCEEDS





Any monies received by Congress or any
Receiver after this Deed has become enforceable shall be applied in the following order of priority (but without prejudice to the right of Congress to recover any shortfall from the Chargors):





(a)  in satisfaction of or provision for all costs and expenses incurred by Congress or any Receiver and of all remuneration due to any
Receiver under this Deed;





(b)  in or towards payment of the Secured Liabilities or such
part of them as is then due and payable to Congress; and





(c)  in payment of the surplus
(if any) to any Chargor or other person entitled to it.





11.    EXPENSES AND INDEMNITY





Immediately upon demand, each Chargor shall pay all other costs and expenses (including legal fees and VAT) incurred from time
to time in connection with the enforcement of or preservation of rights under this Deed by Congress, or any




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Receiver, attorney, manager, agent or other person appointed by Congress under this Deed or by statute, and keep each of them indemnified
against any failure or delay in paying the same.





12.    DELEGATION





Congress and any Receiver may, for the time being and from time to time, delegate by power of attorney or in any other manner (including,
without limitation, under the hand of any manager of Congress) to any person any right, power or discretion exercisable by Congress or such Receiver (as the case may be) under this Deed. Any such delegation may be made upon the terms (including,
without limitation, power to sub-delegate) and subject to any regulations which Congress or such Receiver (as the case may be) may think fit. Neither Congress nor any Receiver will be in any way liable or responsible to any Chargor for any loss or
liability arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate who shall be entitled to all the indemnities to which his appointor is entitled under this Deed.





13.    FURTHER ASSURANCES





13.1  General





Each Chargor shall, at its own
expense, execute and do all such acts, deeds and things (including, without limitation, payment of all stamp duties and registration fees) Congress or a Receiver may reasonably require for:





(a)  perfecting or better perfecting or protecting or better protecting the security intended to be created by this Deed over any Security Asset;
and





(b)  after the security constituted by this Deed has become enforceable,
facilitating the realisation of any Security Asset or the exercise of any right, power or discretion exercisable, by Congress or any Receiver in respect of any Security Asset, including, without limitation, the execution of any transfer, conveyance,
assignment or assurance of any property whether to Congress or to its nominees, and the giving of any notice, order or direction and the making of any registration, which in any such case, Congress may think necessary or desirable.





13.2  Further Subsidiaries





(a)  Each Chargor undertakes to ensure that each company which becomes a Subsidiary (whether direct or indirect) or Affiliate (incorporated in England and Wales)
of any Chargor after todays date shall, promptly upon being required to do so by Congress, execute a Deed of Accession in substantially the form set out in Schedule 6 and such company shall on the date which such Deed of Accession is executed
by it become a party to this Deed in the capacity of a Chargor and this Deed shall be read and construed for all purposes as if such company had been an original party to this Deed as a Chargor (but for the avoidance of doubt the security created by
such company shall be created on the date of the Deed of Accession).





(b)  Congress may specify any
amendments or changes to the form or manner in




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which any such new Chargor gives such security (including an acceptance of a limit on the liability of such new Chargor) which in the opinion of
Congress is necessary in order that such security may lawfully be given.





(c)  The Company shall procure
that all registrations or other steps necessary to perfect any security created by a Deed of Accession are completed as soon as is practicable after its execution and in any event within any applicable time limit.





(d)  Each Chargor (other than the Company) by its execution of this Deed or any Deed of Accession, irrevocably appoints the
Company to execute on its behalf any Deed of Accession without further reference to or the consent of such Chargor and such Chargor shall be bound by any such Deed of Accession as if it had itself executed such Deed of Accession.





14.    POWER OF ATTORNEY





Each Chargor, by way of security, irrevocably and severally appoints Congress, each Receiver and any of their delegates or sub-delegates to be its attorney and on its behalf and in its name or
otherwise to execute and do all such acts, deeds and things which such Chargor is obliged to take under this Deed and generally, on its behalf and in its name, to exercise all or any of the powers, authorities and discretions conferred by or
pursuant to this Deed on Congress or any Receiver. Each Chargor hereby ratifies and confirms and agrees to ratify and confirm whatever any attorney does or purports to do pursuant to its appointment under this Clause.





15.    GUARANTEE AND INDEMNITY





15.1  Guarantee and indemnity





Each Chargor
irrevocably and unconditionally jointly and severally:





(a)  guarantees to Congress the
punctual performance by each other Obligor of all that Obligors obligations under the Financing Agreements;





(b)  undertakes with Congress that whenever an Obligor does not pay any amount when due under or in connection with any Financing Agreement, that Chargor shall immediately on demand pay that amount as if it was the
principal obligor; and





(c)  indemnifies Congress immediately on demand against any
cost, loss or liability suffered by Congress if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which Congress would otherwise have been entitled
to recover.





15.2  Additional Security





The guarantee and security constituted by this Deed are in addition to and is not in any way prejudiced by any other guarantee and/or security now or subsequently held by
Congress for any of the Secured Liabilities.




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15.3  Continuing Security





The guarantee and security constituted by this Deed are continuing and will extend to the ultimate balance of all the Secured Liabilities,
regardless of any intermediate payment or discharge in whole or in part.





15.4  Reinstatement





If any payment by a Chargor or any discharge given by Congress (whether in respect of the obligations of any
Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:





(a)  the liability of each Chargor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and





(b)  Congress shall be entitled to recover the value or amount of that security or payment from each Chargor, as if the payment, discharge,
avoidance or reduction had not occurred.





15.5  Waiver of defences





The obligations of each Chargor under this Deed will not be affected by an act, omission, matter or thing which, but for this Clause,
would reduce, release or prejudice any of its obligations under this Deed (without limitation and whether or not known to it or Congress) including:





(a)  any time, waiver or consent granted to, or composition with, any Obligor or other person;





(b)  the release of any other Obligor or any other person under the terms of any composition or arrangement with
any creditor of any Obligor or any other person;





(c)  the taking, variation,
compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other
requirement in respect of any instrument or any failure to realise the full value of any security;





(d)  any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;





(e)  any amendment (however fundamental) or replacement of a Financing Agreement or any other document or security;





(f)  any unenforceability, illegality or invalidity of any obligation of any person under any Financing
Agreement or any other document or security; or





(g)  any insolvency or similar
proceedings.




26




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15.6  Immediate recourse





Each Chargor waives any right it may have of first requiring Congress to proceed against or enforce any other rights or security or claim
payment from any person before enforcing the guarantee and/or security constituted by this Deed. This waiver applies irrespective of any law or any provision of a Financing Agreement to the contrary.





15.7  Appropriations





Until all the Secured Liabilities have been irrevocably paid in full, Congress may:





(a)  refrain from applying or enforcing any other monies, security or rights held or received by Congress in respect the Secured Liabilities, or apply and enforce the same in such manner and
order as it sees fit (whether against the Secured Liabilities or otherwise) and no Chargor shall be entitled to the benefit of the same; and





(b)  hold in an interest-bearing suspense account any monies received from any Chargor or on account of any Chargors liability in respect of the Secured Liabilities.





15.8  Deferral of Chargors rights





Until all the Secured Liabilities have been irrevocably paid in full and unless Congress otherwise directs, no Chargor will exercise any rights which it may have by reason
of performance by it of its obligations under the Financing Agreements:





(a)  to be
indemnified by an Obligor;





(b)  to claim any contribution from any other guarantor of
any Obligors obligations under the Financing Agreements; and/or





(c)  to take the
benefit (in whole or in part and whether by way of subrogation or otherwise) of any of Congresss rights under the Financing Agreements or of any other guarantee or security taken pursuant to, or in connection with, the Financing Agreements by
Congress.





16.    MISCELLANEOUS





16.1  Covenant to pay





Each Chargor shall pay or discharge the Secured Liabilities in the manner provided for in any document creating or evidencing the Secured Liabilities and/or otherwise as agreed from time to time.





16.2  H.M. Land Registry





Each Chargor applies to the Chief Land Registrar for a restriction in the following terms to be entered on the Register of Title relating to any property registered at H.M. Land Registry in its name
and against which this Deed may be noted:




27




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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 Deed dated l between, amongst others, [the relevant Chargor] and Congress Financial Corporation (Central).





16.3  New Accounts





If Congress receives, or is deemed to be affected by, notice, whether actual or constructive, of any subsequent charge or other interest affecting any Security Asset and/or the proceeds of sale of any Security Asset, Congress may
open a new account for any Chargor. If Congress does not open a new account, it shall nevertheless be treated as if it had done so at the time when it received or was deemed to have received notice. As from that time all payments made to Congress
will be credited or be treated as having been credited to the new account and will not operate to reduce any amount for which this Deed is security and, furthermore, Congress shall be under no obligation to advance any monies or provide or continue
to provide any credit facility to any Obligor.





16.4  Tacking





Congress covenants with each Chargor that it shall perform its obligations under any document creating or evidencing the Secured
Liabilities (including any obligation to make available further advances).





16.5  Separate
Obligations





This Deed shall, in relation to each Chargor, be read and construed as if it were a separate Deed
relating to such Chargor to the intent that if any guarantee or Security Interest created by any other Chargor in this Deed shall be invalid or liable to be set aside for any reason, this shall not affect any guarantee or Security Interest created
under this Deed by such first Chargor.





16.6  Invalidity





If, at any time, any provision of this Deed is or becomes invalid, illegal or unenforceable in any respect under any law, the validity,
legality and enforceability of the remaining provisions will not in any way be affected or impaired.





17.    RELEASE





17.1  Expiry of Security Period





Upon the expiry of the Security Period (but not otherwise), Congress shall, at the request and cost of the
Chargors, take whatever action is necessary to release the Security Assets from the security constituted by this Deed and/or reassign the benefit of the Security Assets to the Chargors.





17.2  Other Accounts





At any time before the security created by this Deed shall have become enforceable, in the absence of any directions from Congress to the contrary, any amounts permitted by the terms of the Financing Agreements to be paid into an
Other




28




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Account shall upon payment into such account stand released from the fixed charge over Book Debts created pursuant to Clause 2 and shall stand
subject to the floating charge created by Clause 3, provided that such release shall in no respect prejudice the continuance of the fixed charge created pursuant to Clause 2 in respect of all other Book Debts.





18.    RIGHTS AND REMEDIES





The rights of Congress under this Deed are cumulative, may be exercised as often as considered appropriate and are in addition to the general law. Such rights (whether arising hereunder or under the
general law) shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing and, in particular, any failure to exercise or delay in exercising any of such rights shall not operate as a waiver or variation
of that or any other such right, any defective or partial exercise of any such rights shall not preclude any other or further exercise of that or any other such right, and no act or course of conduct or negotiation by Congress or on its behalf shall
in any way preclude it from exercising any such right or constitute a suspension or any variation of any such right.





19.    NOTICES





19.1  Delivery and Receipt





(a)  Any communications to be made under or in connection with this Deed shall be made in writing,
may be made by letter or facsimile and shall be deemed to be given as follows:





(i)  if
by way of letter, when it has been left at the relevant address or two Business Days after being deposited in the post with postage prepaid in an envelope addressed to it at that address; and





(ii)  if by facsimile, when received in legible form,





save that any notice delivered or received on a non-Business Day or after business hours shall be deemed to be given on the next Business Day at the place of delivery or receipt.





(b)  Any communication or document made or delivered to the Company in accordance with this Clause will be deemed to
have been made or delivered to each of the Chargors.





19.2  Addresses





(a)  The Companys and each other Chargors address and facsimile number for notices are:





C/o Mad Catz, Inc.


7480 Mission Valley Road


Suite 101


San Diego


California 92129




29




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Facsimile
no:                00 1 619 683-9830


For the attention
of:     Whitney Peterson/Andy Schmidt





or such as the Company may notify
to Congress by not less than 10 days notice.





(b)  Congresss address and facsimile number
for notices are:





150 South Wacker Drive


Chicago


Illinois 60606


United States of America





Facsimile no:                00 1 312 332 0424


For the attention of:     William H Bloom (Executive Vice President)





with a copy to:





Congress Financial Corporation (Canada)


Suite 1508


141 Adelaide Street West


Toronto M5H3L9


Canada





Facsimile
no:                00 1 416 364 8165


For the attention
of:     Harry Rosenfeld





or such as Congress may notify to the Company by
not less than 10 days notice.





20.    GOVERNING LAW AND JURISDICTION





20.1  Governing Law





This Deed is governed by English law.





20.2  Jurisdiction





(a)  The courts of England have exclusive
jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed) (a Dispute).





(b)  The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and
accordingly no party will argue to the contrary.





(c)  This Clause 20.2 is for the benefit of Congress
only. As a result, Congress shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, Congress may take concurrent proceedings in any number of jurisdictions.




30




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20.3  Service of process





Without prejudice to any other mode of service allowed under any relevant law, each Chargor (other than a Chargor incorporated in England
and Wales):





(a)  irrevocably appoints the Company as its agent for service of process
in relation to any proceedings before the English courts in connection with this Deed; and





(b)  agrees that failure by a process agent to notify the relevant Chargor of the process will not invalidate the proceedings concerned.





For the benefit of Congress the Company expressly agrees and consents to its irrevocable appointment as process agent pursuant to this Clause 20.3.





This Deed has been entered into as a deed on the date stated at the beginning of this Deed.




31




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SCHEDULE 1





THE CHARGORS





The Company





MAD CATZ LIMITED





Registered
Number:                    04017578


Jurisdiction of Incorporation:    England and Wales





The other Chargors





MAD CATZ EUROPE LIMITED





Registered Number:                    04017563


Jurisdiction of Incorporation:    England and Wales




32




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SCHEDULE 2





MORTGAGED PROPERTY





None at the date of this Deed




33




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SCHEDULE 3





FORMS OF NOTICE TO BANKS AND ACKNOWLEDGEMENT





PART IBLOCKED ACCOUNTS





BLOCKED ACCOUNT NOTICE


[On Headed Notepaper of relevant Chargor]





[Date]





To:    [Bank name]


l Branch


[Address]





Attention: l





Dear Sirs,





We hereby give you notice that by Deed of Debenture dated l (the Deed), we have charged to Congress Financial Corporation (Central) (Congress) by way of first fixed charge all our rights, title, interest and benefit in and to the
following account(s) held with yourselves and all amounts standing to the credit of such account from time to time:





Account No. l , sort code l  l - l  l - l  l


Account No. l , sort code l  l - l  l - l  l


[Repeat as necessary]





(the Blocked Account(s)).





Please acknowledge receipt of this letter by returning a copy of the attached letter on your own headed notepaper with a receipted copy of this notice forthwith, to Congress at c/o Theodore Goddard, 150 Aldersgate Street,
London EC1A 4EJ, Attention: Michael Black.





Yours faithfullyfor and on behalf of [the relevant Chargor]




34




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BLOCKED ACCOUNT ACKNOWLEDGEMENT


[On the Headed Notepaper of Bank]





[Date]





To:

Congress Financial Corporation (Central) (Congress)c/o Theodore Goddard150 Aldersgate StreetLondon EC 1A 4EJAttention:

Michael Black





Dear Sirs,





[Name of Chargor] (the Company)





We refer to the notice, received today from the Company with respect to the fixed charge which it has granted to Congress over the Blocked Account(s) (the Notice).





Terms not defined in this letter shall have the meanings given to them in the Notice.





We hereby acknowledge that the Company has charged to Congress by way of a first fixed charge all of its rights, title, interest and
benefit in and to the Blocked Account.





We hereby irrevocably undertake to you that until receipt by us of notice
from you confirming that you no longer have any interest in the Blocked Account we shall:





(a)  not exercise any right of combination, consolidation, merger or set-off which we may have in respect of, or otherwise exercise any other right which we may have to apply any monies from time to time standing or
accruing to the credit of the Blocked Account save for fees and charges payable to us for the operation of the Blocked Account;





(b)  promptly notify you of any renewal, renumbering or redesignation of any and all of the Blocked Account;





(c)  promptly send to you copies with respect to all the Blocked Account of all statements and, if requested by you, copies of all credits, debits
and notices given or made by us in connection with such account;





(d)  not permit or
effect any withdrawal or transfer from the Blocked Account by or on behalf of the Company save for withdrawals and transfers requested by you in writing to us pursuant to the terms of this letter;





(e)  comply with all instructions received by us from you from time to time with respect to the conduct of the
Blocked Account provided that such instructions are given in accordance with the terms of this letter;





(f)  comply with all instructions received by us from you from time to time with respect to




35




---

the movement of funds from the Blocked Account provided that:





(i)  all instructions are received in writing, by facsimile, to us at facsimile number l , attention: l ; and





(ii)  all instructions must be
received by 2pm if they are to be complied with on the same Business Day. Instructions received outside such hours will be complied with on the next Business Day following such receipt. Facsimile instructions will be deemed received at the time of
transmission;





(iii)  all instructions are given in compliance with the mandate entered
into by you stipulating who may give instructions to us; and





(iv)  to the extent that
an instruction is given which would in our opinion cause the Blocked Account to become overdrawn we will transfer the outstanding balance in the account;





(g)  (subject to paragraph (h) below) effect the following transaction on a daily basis unless we receive written notice to the contrary in
accordance with paragraph (f) above: the cleared balance of the Blocked Account will be transferred into the account at [Bank] account number l , being an account in your name designated the [the relevant Chargor] Loan Account attn. l ];





(h)  we shall not be obliged to comply with any instructions received from you or undertake the transactions set out in paragraph (g) where:





(i)  due to circumstances not within our direct control we are unable to comply with such instructions; and





(ii)  that to comply with such instructions will breach a Court Order or be contrary to applicable law;





and in each case we shall give notice thereof to the Company and Congress as well as reasons why we cannot comply
with such instructions;





(i)  in the event that we are unable to comply with any
instructions due to circumstances set out in paragraph (h) we shall not be responsible for any loss caused to you or to the Company and in any event we shall not be liable for any consequential, special, secondary or indirect loss of or damage to
goodwill, profits or anticipated savings (however caused); and





(j)  you acknowledge
that we are obliged to comply with the terms of this letter and that we have no notice of the particulars of the charge granted to you by the Company other than as set out in the Notice and this letter. You further acknowledge that subject to the
terms of this letter we shall not be liable to you in any respect if the Company operates the Blocked Account in breach of any agreement entered into by the Company with you.





We note that, for the purposes of this letter, all notices, copy notices, advices and correspondence to be delivered to you shall be effectively delivered if sent by
facsimile to you at number 00 1 312 332 0424 or by post to 150 South Wacker Drive, Chicago, Illinois 60606, United States of America, in both cases marked for the attention of William H Bloom




36




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(Executive Vice President).





This letter is governed by and shall be construed in accordance with English law.





Yours faithfully



We hereby acknowledge and accept the terms of this letter for and on behalf offor and on behalf of [BANK]



for and on behalf of CONGRESS FINANCIAL CORPORATION
(CENTRAL)




37




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PART IIOTHER ACCOUNTS





OTHER ACCOUNTS NOTICE


[On Headed Notepaper of relevant Chargor]





[Date]





To:    [Bank name]


l Branch


[Address]





Attention: l





Dear Sirs,





We
hereby give you notice that by Deed of Debenture dated l (the
Deed), we have charged to Congress Financial Corporation (Central) (Congress) all our rights, title, interest and benefit in and to the following accounts held with yourselves and all amounts standing to the
credit of such accounts from time to time:





Account No. l , sort code l  l - l  l - l  l


Account No. l , sort code l  l - l  l - l  l


Account No. l , sort code l  l - l  l - l  l


[Repeat as necessary]





(the Charged Accounts).





Please acknowledge receipt of this letter by returning a copy of the attached letter on your own headed notepaper with a
receipted copy of this notice forthwith, to Congress at c/o Theodore Goddard, 150 Aldersgate Street, London EC1A 4EJ, Attention: Michael Black.





Yours faithfullyfor and on behalf of [the relevant Chargor]




38




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OTHER ACCOUNTS ACKNOWLEDGEMENT


[On the Headed Notepaper of Bank]





[Date]





To:

Congress Financial Corporation (Central) (Congress)c/o Theodore Goddard150 Aldersgate StreetLondon EC 1A 4EJAttention:

Michael Black





Dear Sirs,





[Relevant Chargor] (the Chargor)





We refer to the notice, received today from the Chargor with respect to the charge which it has granted to Congress over the Charged Accounts (the
Notice).





Terms not defined in this letter shall have the meanings given to them in the Notice.





We hereby acknowledge that the Chargor has charged to Congress by way of a first floating charge all of its
rights, title, interest and benefit in and to the Charged Accounts.





We hereby irrevocably undertake to you that
until receipt by us of notice from you confirming that you no longer have any interest in the Charged Accounts we shall:





(a)  not exercise any right of combination, consolidation, merger or set-off which we may have in respect of, or otherwise exercise any other right which we may have to apply any monies from time to time standing
or accruing to the credit of the Charged Accounts save for fees and charges payable to us for the operation of the Charged Accounts;





(b)  promptly notify you of any renewal, renumbering or redesignation of any and all of the Charged Accounts;





(c)  upon request from send to you copies with respect to all the Charged Accounts of all statements together with copies of all credits, debits
and notices given or made by us in connection with such account;





(d)  permit or effect
any withdrawal or transfer from the Charged Accounts in accordance with the Chargors mandate with us until we receive notice from you terminating the Chargors right to operate the Charged Accounts;





(e)  comply with all instructions received by us from you from time to time with respect to the conduct of the
Charged Accounts provided that such instructions are given in accordance with the terms of this letter;




39




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(f)  comply with all instructions received by us from
you from time to time with respect to the movement of funds from the Charged Accounts provided that:





(i)  all instructions are received in writing, by facsimile, to us at facsimile number l , attention: l ; and





(ii)  all instructions must be received by 2pm if they are to be complied with on the same Business
Day. Instructions received outside such hours will be complied with on the next Business Day following such receipt. Facsimile instructions will be deemed received at the time of transmission; and





(iii)  to the extent that an instruction is given which would in our opinion cause any Charged Account to become
overdrawn we will transfer the cleared balance in the account.





(g)  we shall not be
obliged to comply with any instructions received from you where:





(i)  due to
circumstances not within our direct control we are unable to comply with such instructions; and





(ii)  that to comply with such instructions will breach a Court Order or be contrary to applicable law;





and in each case we shall give notice thereof to the Chargor and Congress as well as reasons why we cannot comply with such instructions;





(h)  in the event that we are unable to comply with any instructions due to circumstances set out in paragraph (g) we shall not be responsible for
any loss caused to you or to the Chargor and in any event we shall not be liable for any consequential, special, secondary or indirect loss of or damage to goodwill, profits or anticipated savings (however caused); and





(i)  you acknowledge that we are obliged to comply with the terms of this letter and that we have no notice of
the particulars of the charge granted to you by the Chargor other than as set out in the Notice and this letter. You further acknowledge that subject to the terms of this letter we shall not be liable to you in any respect if the Chargor operates
the Charged Accounts in breach of any agreement entered into by the Chargor with you.





We are irrevocably
authorised by you to follow any instructions received from you in relation to the Charged Accounts from any person that we reasonably believe is an authorised officer of Congress, without further inquiry as to Congresss right or authority to
give such instructions and we shall be fully protected in acting in accordance with such instructions.





We note
that, for the purposes of this letter, all notices, copy notices, advices and correspondence to be delivered to you shall be effectively delivered if sent by facsimile to you at number 00 1 312 332 0424 or by post to 150 South Wacker Drive, Chicago,
Illinois 60606, United States of America, in both cases marked for the attention of William H Bloom (Executive Vice President).




40




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This letter is governed by and shall be construed in accordance with English law.





Yours faithfully



We hereby acknowledge and accept the terms of this letter for and on behalf offor and on behalf of [BANK]





for and on behalf of CONGRESS FINANCIAL
CORPORATION (CENTRAL)




41




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SCHEDULE 4





GROUP SHARES





None at the date of this
Deed




42




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SCHEDULE 5





CHARGED ACCOUNTS





PART IBLOCKED
ACCOUNTS





Bank

Branch

Sort Code

Account No.Lloyds TSB Bank plc

Central and West London branch, 5th
Floor, 4/6 Copthall Avenue, London EC2R 7DA

30-00-08

3943501





PART IIOTHER ACCOUNTS





None at the date of this Deed




43




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SCHEDULE 6





DEED OF ACCESSION





THIS DEED OF ACCESSION is
dated l





BETWEEN:





(1) l LIMITED (Registered in England and Wales No. l ) (the New Chargor);





(2)MAD CATZ LIMITED (Registered in England and Wales No. 04017578) (the Company) for itself and as agent for and on behalf of each of the other Chargors presently party to the Debenture (as
defined below); and





(3)CONGRESS FINANCIAL CORPORATION (CENTRAL)(a corporation under the laws
of Illinois in the United States of America) (the Congress).





BACKGROUND:





(A)  The Company and others as Chargors entered into a deed of debenture dated l 2002 (as supplemented and amended from time to time, the Debenture) in favour of Congress.





(B)  The New Chargor has at the request of the Company and in consideration of Congress continuing to
make facilities available to the Borrower (as defined in the Loan Agreement) and after giving due consideration to the terms and conditions of the Financing Agreements and the Debenture and satisfying itself that there are reasonable grounds for
believing that the entry into this Deed by it will be of benefit to it, decided in good faith and for the purpose of carrying on its business to enter into this Deed and thereby become a Chargor under the Debenture.





(C)  The Chargors and Congress intend that this document take effect as a deed notwithstanding that it may be executed under
hand.





IT IS AGREED:





1.  Terms defined in the Debenture have the same meaning when used in this Deed.





2.  The New Chargor agrees to become a party to and bound by the terms of the Debenture as a Chargor with immediate effect and so that the Debenture shall be read and construed for all purposes as if the New
Chargor had been an original party to the Debenture in the capacity of Chargor (but so that the guarantee, indemnity and security created consequent on such accession shall be created on the date of this Deed).





3.  The New Chargor undertakes to be bound by all of the covenants and agreements in the Debenture which are expressed to be
binding on a Chargor.





4.  The New Chargor grants to Congress the assignments, charges, mortgages and
other Security Interests described in the Debenture as being granted, created or made by Chargors under the Debenture to the intent that its assignments, charges, mortgages and other Security Interests shall be effective and binding upon it and its
property and assets and shall not in any way be avoided, discharged or released or otherwise




44




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adversely affected by any ineffectiveness or invalidity of the Debenture or of any other partys execution of the Debenture or any other
Deed of Accession, or by any avoidance, invalidity, discharge or release of any guarantee, assignment or charge contained in the Debenture or in any other Deed of Accession.





5.  The New Chargor grants to Congress the guarantee and indemnity described in Clause 15 of the Debenture as being granted to the intent that such guarantee and
indemnity shall be binding upon it and shall not in any way be avoided, discharged or released or otherwise adversely affected by any ineffectiveness or invalidity of the Debenture or of any other partys execution of the Debenture or any other
Deed of Accession, or by any avoidance, invalidity, discharge or release of any guarantee, assignment or charge contained in the Debenture or in any other Deed of Accession.





6.  The Debenture and this Deed shall be read and construed as one to the extent and so that references in the Debenture to:





(a)  this Deed and similar phrases shall be deemed to include this Deed;





(b)  Schedule 2 shall be deemed to include a reference to Part I of the Schedule to this Deed;





(c)  Schedule 4 shall be deemed to include a reference to Part II of the
Schedule to this Deed;





(d)  Part I of Schedule 5 shall be deemed to include
a reference to Part III of the Schedule to this Deed;





(e)  Part II of Schedule
5 shall be deemed to include a reference to Part VI of the Schedule to this Deed;





(f)  Schedule 7 shall be deemed to include a reference to Part IV of the Schedule to this Deed;





(g)  Schedule 8 shall be deemed to include a reference to Part V of the Schedule to this Deed.





7.  The parties agree that the bank accounts of the New Chargor specified in Part III of the Schedule to this Deed shall be designated as Other Accounts for the
purposes of the Debenture.





8.  The parties agree that the bank accounts of the New Chargor specified in
Part VI of the Schedule to this Deed shall be designated as Blocked Accounts for the purposes of the Debenture.





9.  The Company, for itself and as agent for and on behalf of the other Chargors under the Debenture, agrees and consents to all of the matters provided for in this Deed.





10. Without limiting the generality of the other provisions of this Deed and the Debenture, pursuant to the terms of this Deed and the
Debenture, the New Chargor as security for the payment and performance of the Secured Liabilities, and in the manner specified in Clause 1.2(g) of the Debenture:




45




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(a)  charges to Congress by way of first legal mortgage
all of the property (if any) now belonging to it brief descriptions of which are specified in Schedule 2 to the Debenture and/or Part I of the Schedule to this Deed;





(b)  mortgages and charges and agrees to mortgage and charge to Congress all of the stocks, shares and other securities (if any) brief
descriptions of which are specified in Part II of the Schedule to this Deed (which shall from todays date form part of the Group Shares for the purposes of the Debenture), the same to be a security by way of a first mortgage;





(c)  charges to Congress by way of a first fixed charge all of its right, title and Interest in and
to the Blocked Account(s) specified in the Part VI of the Schedule to this Deed and all monies standing to the credit of such Blocked Account(s) and the debts represented by them;





(d)  charges to Congress by way of first fixed charge its registered Intellectual Property (if any) specified in Part IV of the Schedule to this
Deed (which shall from todays date form part of the Specified Intellectual Property of the Chargors for the purposes of the Debenture); and





(e)  mortgages and charges and agrees to mortgage and charge to Congress the same to be a security by way of a first mortgage all of its right, title and interest in and to the Equipment (if
any) brief descriptions of which are specified in Part V of the Schedule to this Deed (which shall from todays date form part of the Specified Equipment for the purposes of the Debenture), the same to be a security by way of a first legal
mortgage and all spare parts and replacements for and all modifications and additions to such Specified Equipment.





11.  This Deed is governed by English law.





This Deed has been entered into as a deed on
the date stated at the beginning of this Deed.





SCHEDULE





PART IREAL PROPERTY





[Insert
details of any real property owned by the New Chargor]





PART IIGROUP SHARES





[Insert details of all Group Shares of the New Chargor]





PART IIIOTHER ACCOUNTS





[Insert details of all Other
Accounts of the New Chargor]





PART IVSPECIFIED INTELLECTUAL PROPERTY





[Insert details of any registered Intellectual Property owned by the New Chargor]





PART VSPECIFIED EQUIPMENT




46




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[Insert details of any Equipment owned by the New Chargor which is to be
Specified Equipment]





PART VIBLOCKED ACCOUNTS





[Insert details of all Blocked Accounts of the New Chargor]





SIGNATORIES


[to the Deed of Accession]





The New Chargor





Executed as a deed by


l LIMITED


acting by two of its directors


or one
director and its secretary





Director





Director/Secretary





The Company


for itself and as agent for the other


Chargors party to the Debenture





Executed as a deed by


MAD CATZ
LIMITED


acting by two of its directors


or one director and its secretary





Director





Director/Secretary





Congress





CONGRESS FINANCIAL CORPORATION (CENTRAL)





By:




47




---




SCHEDULE 7





SPECIFIED INTELLECTUAL PROPERTY





None
at the date of this Deed




48




---




SCHEDULE 8





SPECIFIED EQUIPMENT





None at the date
of this Deed




49




---




SIGNATORIES





The Company





Executed as a deed by


MAD CATZ LIMITED


acting by two of its directors


or one director and its secretary





/s/    DARREN RICHARDSONDirector





/s/    ANDREW SCHMIDTDirector/Secretary





The other Chargors





Executed as a deed by


MAD CATZ EUROPE LIMITED


acting by two of its directors


or one
director and its secretary





/s/    DARREN RICHARDSONDirector





/s/    ANDREW SCHMIDTDirector/Secretary





Congress





CONGRESS FINANCIAL CORPORATION (CENTRAL)





By:    /s/    HARRY ROSENFELD





Name:    Harry Rosenfeld





Title:    Senior Vice President




50