CONFIDENTIAL

PROJECT HEAT

TERM SHEET

£100,000,000 Term Loan and Revolving Credit Facilities Agreement (the "Facilities
Agreement")

Borrower: Spice Universe Limited (registration no. 99892384)

Guarantor: Spice Universe Holdings Limited. (registration no. 99761123)

Registered office Spice House, 3 Capsicum Lane, E1 SP9, London

Lender: Cool Bank plc

Facilities: Term Loan and Revolving Credit Facility.

Amounts: Term Loan: £50,000,000

Revolving Credit Facility: £50,000,000

Final Maturity: Term Facility - 7 years

Revolving Credit Facility – 7 years

Purpose: The proceeds of the Term Loan will be applied in or towards the
Investment and Expansion Plan (as defined in the Facilities
Agreement);

The proceeds of the Revolving Credit Facility will be applied

towards general working capital/corporate purposes.

Interest: LIBOR for 1, 3 or 6 month periods selected in advance by the

Borrower plus the Margin.

Margin: Term Loan 3 per cent. per annum

Revolving Credit Facility 5.25 per cent. per annum

Security

Guarantors and Security: (a) The Borrower and the Guarantor will enter into a
debenture creating fixed and floating charges over all their
assets and containing a negative pledge prohibiting the
creation of further security over such assets and certain
restrictions on disposals of such assets.

(b) Spice Universe Holdings Limited will guarantee all

obligations under the Facilities.