-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kl67flYqhcT5onpLSJqKSVtpfR/t5HG3sOkagMSj6depYwcJ3Jv5zFBLa6YKpYuo LRlWokRK116PqCE1jg6EHw== 0000912057-01-541811.txt : 20020412 0000912057-01-541811.hdr.sgml : 20020412 ACCESSION NUMBER: 0000912057-01-541811 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20011119 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOG CUTTER CAPITAL GROUP INC CENTRAL INDEX KEY: 0001048566 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 522081138 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23911 FILM NUMBER: 1805465 BUSINESS ADDRESS: STREET 1: 1631 SW COLUMBIA STREET CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5037216500 MAIL ADDRESS: STREET 1: 1310 S W 17TH ST CITY: PORTLAND STATE: OR ZIP: 97201 FORMER COMPANY: FORMER CONFORMED NAME: WILSHIRE REAL ESTATE INVESTMENT TRUST INC DATE OF NAME CHANGE: 19971027 8-K 1 a2065038z8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 19, 2001. Fog Cutter Capital Group Inc. (Exact Name of Registrant as Specified in Charter) Maryland 0-23911 52-2081138 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1410 SW Jefferson Street, Portland, OR 97201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (503) 721-6500 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On November 19, 2001, Fog Cutter Capital Group Inc. (the "Company") sold eighteen retail and office properties, totaling approximately 242,000 square feet, to The Anglo Aggmore Limited Partnership, an unaffiliated third party. The properties were located in the Midlands and Southeast of England. The properties were sold for approximately 14.0 million GBP ($19.7 million). The purchase price was determined through arms length negotiations between the Company and the buyer. Approximately 10.8 million GBP ($15.3 million) of the proceeds was used to repay mortgage loans on the properties held by Nationwide Building Society. The transaction is expected to result in the recognition of a gain of approximately 0.7 million GBP ($1.0 million) during the fourth quarter, however, the gain will be partially offset by the recognition of unrealized currency exchange losses of $0.7 million resulting from the distribution of net proceeds from the Company's foreign subsidiary. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) PRO FORMA FINANCIAL INFORMATION. Pro forma financial information related to the sale of the properties listed in Item 2 is attached hereto and incorporated herein by reference, as Exhibit 99.1. (c) EXHIBITS. The following exhibits are filed as part of this report: 2.1 Purchase and Sale Agreements. 2.2 Deed of Trust. 2.3 Stock Option Agreement. 99.1 Pro forma financial information. 99.2 Press Release dated November 26, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Fog Cutter Capital Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 3, 2001 FOG CUTTER CAPITAL GROUP INC. By: \s\ Lawrence A. Mendelsohn ------------------------------- Lawrence A. Mendelsohn President By: \s\ R. Scott Stevenson ------------------------------- R. Scott Stevenson Senior Vice President and Chief Financial Officer EX-2.1 3 a2065038zex-2_1.txt EXHIBIT 2.1 DATED 19TH NOVEMBER 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN NANTWICH REFERENCE GMR/01-36556 [GRAPHIC OMITTED] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is Seven hundred and thirty eight thousand six hundred and thirty eight pounds and ninety one pence ((pound)738,638.91) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in the Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purposes of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE") 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER'S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Sellers Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii)deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii)pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii)any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (I) implement any new security arrangements or install any new equipment; or (II) incur expenditure otherwise than in respect of reasonable professional fees; or (III) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine [the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii)keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller( which consent will not be unreasonably withheld or delayed;) and (vii)account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease . 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii)notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii)keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion.(the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account: Bank: The Royal Bank of Scotland International Limited, Royal Bank House, 71 Bath Street, St. Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on the later of - (a) the date on which the supply is made or deemed to be made for the purpose of VAT and (b) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller and the Buyer intend that the sale of the Property (the "TOGC PROPERTY") shall be the transfer of a business or part of a business as a going concern for the purposes of section 49 of the Value Added Tax Act 1994 and Article 5 of the VAT (Special Provisions) Order 1995 and as such shall be treated as neither a supply of goods nor a supply of services. 19.4 Notwithstanding the parties' intention referred to in sub-clause 19.4 if HM Customs and Excise ("Customs") either confirm that VAT is chargeable on the sale of the TOGC Property or issue an assessment in respect of VAT on such sale then the Buyer shall as soon as reasonably practicable upon receipt of a copy of such confirmation or assessment pay to the Seller the full amount of VAT chargeable in respect of the sale of the TOGC Property and the Seller shall on such payment date deliver to the Buyer a proper VAT invoice. 19.5 The Buyer shall indemnify the Seller against the full amount of all VAT interest and penalties claimed by Customs arising from any failure or delay in accounting for VAT in the event that the sale of the TOGC Property pursuant to this Agreement is determined by Customs to be a standard-rated supply for VAT purposes as a result of any breach by the Buyer of its undertakings as set out in sub-clause 19.8 of this Agreement. 19.6 The Buyer confirms that - (i) it will use reasonable endeavours to obtain registration for the purposes of VAT as soon as reasonably practicable after the Apportionment Date on the basis that it is a taxable person for VAT purposes; (ii) it is not party to this Agreement as trustee or nominee or agent for any other person; and (iii)it intends to use the TOGC Property after the Apportionment Date for the purposes of a letting business. 19.7 The Buyer undertakes - (i) to elect to waive exemption exercisable pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the TOGC Property (the "ELECTION") so that it shall have effect on or before the Apportionment Date; (ii) to give a valid notice of the Election (the "NOTICE") to Customs to take effect on a date no later than the Apportionment Date; (iii)to produce to the Seller before completion a solicitor's certified copy of the Election and of the written acknowledgement from Customs of the Notice (if received); (iv) not to revoke the Election; and (v) not to hold the benefit of this Agreement on trust nor to act as nominee or as agent for any other person in relation to this Agreement. 19.8 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.9 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.9 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii)overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii)all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii)in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and `or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii)if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii)reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES 2-6 (even) Dean Street & 12-16 (even) Oak Market, Nantwich, Cheshire registered at HM Land Registry with title absolute under title number CH271135 PART 2 LEASES NANTWICH 1 Lease dated 12th January 1999 made between (1) Trafford Developments Limited and (2) Ritz Video Film Hire Limited in respect of Unit 1 Beam Street, Nantwich, Cheshire 2 Lease dated 15th November 1988 made between (1) Trafford Developments Limited and (2) Sketchley Public Limited Company in respect of Unit 2, Beam Street, Nantwich, Cheshire 3 Lease dated 29th June 1998 made between (1) Trafford Developments Limited and (2) Superdrug Stores Plc in respect of Units 3 and 4, Beam Street, Nantwich, Cheshire PART 3 ANCILLARY LEASEHOLD DOCUMENTS 4 Licence for Alterations dated 1st June 1995 made between (1) Ropner Investment Properties Limited and (2) Ritz Video Film Hire Limited in respect of Unit 1 Beam Street, Nantwich, Cheshire 5 Licence to Underlet dated 6th November 1997 and made between (1) Ropner Investment Properties Limited and (2) Sketchley Public Limited Company in respect of Unit 2, Beam Street, Nantwich 6 Copy Underlease dated 6th November 1997 made between (1) Sketchley Public Limited Company and (2) David Cooke and Emmanuel Cooke 7 Notice of Underletting dated 7th November 1997 PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19TH NOVEMBER 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN WELLINGTON REFERENCE GMR/01-36556 [GRAPHIC OMITTED] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is Two hundred and eighty seven thousand seven hundred and eighty one pounds and thirty nine pence ((pound)287,781.39) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in the Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purposes of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE") 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER'S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii) deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date. 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine [the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii) keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller( which consent will not be unreasonably withheld or delayed;) and (vii) account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease. 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii) keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion (the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account: Bank: The Royal Bank of Scotland International Limited, Royal Bank House, 71 Bath Street, St. Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on later of - (a) the date on which the supply is made or deemed to be made for the purpose of VAT and (b) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller and the Buyer intend that the sale of the Property (the "TOGC PROPERTY") shall be the transfer of a business or part of a business as a going concern for the purposes of section 49 of the Value Added Tax Act 1994 and Article 5 of the VAT (Special Provisions) Order 1995 and as such shall be treated as neither a supply of goods nor a supply of services. 19.4 Notwithstanding the parties' intention referred to in sub-clause 19.3 if HM Customs and Excise ("CUSTOMS") either confirm that VAT is chargeable on the sale of the TOGC Property or issue an assessment in respect of VAT on such sale then the Buyer shall as soon as reasonably practicable upon receipt of a copy of such confirmation or assessment pay to the Seller the full amount of VAT chargeable in respect of the sale of the TOGC Property and the Seller shall on such payment date deliver to the Buyer a proper VAT invoice. 19.5 The Buyer shall indemnify the Seller against the full amount of all VAT interest and penalties claimed by Customs arising from any failure or delay in accounting for VAT in the event that the sale of the TOGC Property pursuant to this Agreement is determined by Customs to be a standard-rated supply for VAT purposes as a result of any breach by the Buyer of its undertakings as set out in sub-clause 19.7 of this Agreement. 19.6 The Buyer confirms that - (i) it will use reasonable endeavours to obtain registration for the purposes of VAT as soon as reasonably practicable after the Apportionment Date on the basis that it is a taxed person for VAT purposes; (ii) it is not party to this Agreement as trustee or nominee or agent for any other person; and (iii) it intends to use the TOGC Property after the Apportionment Date for the purposes of a letting business. 19.7 The Buyer undertakes - (i) to elect to waive exemption exercisable pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the TOGC Property (the "ELECTION") so that it shall have effect on or before the Apportionment Date; (ii) to give a valid notice of the Election (the "NOTICE") to Customs to take effect on a date no later than the Apportionment Date; (iii) to produce to the Seller before completion a solicitor's certified copy of the Election and of the written acknowledgement from Customs of the Notice (if received); (iv) not to revoke the Election; and (v) not to hold the benefit of this Agreement on trust nor to act as nominee or as agent for any other person in relation to this Agreement. 19.8 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.9 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.8 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii) overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii) all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii) in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and `or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii) if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement.. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement. 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES 1 and 3 New Street & 18 Market Street, Wellington, Telford registered at HM Land Registry with title absolute under title number SL132805 PART 2 LEASES 1 Lease dated 11th March 1999 made between (1) WREP Islands Limited and (2) Greggs Plc in relation to 1 New Street, Wellington 2 Lease dated 16th February 2000 made between (1) WREP Islands Limited and (2) Greggs Plc in relation to 3 New Street, Wellington, Shropshire 3 Lease dated 30th December 1997 made between (1) Cardiff & Provincial Properties Limited and (2) Minit UK Plc in respect of 18 Market Square, Wellington, Shropshire PART 3 ANCILLARY LEASEHOLD DOCUMENTS Deed of Variation dated 16th February 2000 made between (1) WREP Islands Limited and (2) Greggs Plc in respect of 1 New Street, Wellington PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19TH NOVEMBER 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN NORTHWICH REFERENCE GMR/01-36556 [GRAPHIC OMITTED] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is One million two hundred and three thousand eight hundred and eighty five pounds and fifty pence ((pound)1,203,885.50) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in the Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purposes of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE") 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER'S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii) deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (C) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date. 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine [the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii) keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller( which consent will not be unreasonably withheld or delayed;) and (vii) account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease . 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii) keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion (the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account: Bank: The Royal Bank of Scotland International Limited, Royal Bank House, 71 Bath Street, St. Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on later of - (a) the date on which the supply is made or deemed to be made for the purpose of VAT and (b) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller warrants to the Buyer that neither it nor any relevant associate (as defined in paragraph 3(7) of Schedule 10 to the Value Added Tax Act 1994) has made an election to waive exemption to VAT pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the Property and undertakes that neither it nor any such associate shall make such an election. 19.4 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.5 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.9 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii) overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii) all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii) in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and "or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii) if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES Freehold land being 39-53 (odd) High Street, Northwich registered at HM Land Registry under title number CH227208 PART 2 LEASES 1 Lease of 43 High Street, Northwich dated 14th October 1986 made between H & H Holman Securities Limited (1) and M L Bebbington Limited (2) 2 Lease of 45 High Street, Northwich dated 13th October 2000 made between Wrep Islands Limited (1) and Norwest Estates Services Limited (2) 3 Lease of 47 High Street, Northwich dated 13th September 2000 made between Wrep Islands Limited (1) and Marie Curie Cancer Care (2) 4 Lease of 49 High Street, Northwich dated 9th May 1998 made between National Westminster Bank plc and Trucarias Nominees Limited as Trustees for Providence Capital Assurance Company Limited (1) and D T Cookson and B Cookson (2) 5 Lease of 51 High Street, Northwich dated 15th November 1991 made between Lancaster Holdings Limited (1) and British Heart Foundation (2) 6 Lease of 53 High Street, Northwich dated 3rd August 1997 made between National Westminster Bank plc and Trucarias Nominees Limited as Trustees for Providence Capital Assurance Company Limited (1) and Monks World Travel Limited (2) PART 3 ANCILLARY LEASEHOLD DOCUMENTS 1 Licence to Alter 43 High Street, Northwich dated 2nd October 1992 made between Lancaster Holdings Limited (1) and M.L. Bebbington Ltd (2) 2 Licence to Assign 43 High Street, Northwich dated 17th July 2000 made between Wrep Islands Limited (1) M L Bebbington Limited (2) and Spec Savers Optical Superstores Limited (3) 3 Undated notice of Assignment of Lease of 43 High Street, Northwich given by Spec Savers Optical Superstores Limited 4 Licence to Assign 49 High Street, Northwich dated 24th January 1997 made between Vere Street Investments Limited (1) D T Cookson and B Cookson (2) and L Manning and M K Manning (3) 5 Licence to Alter 51 High Street, Northwich dated 15th November 1991 made between Lancaster Holdings Limited (1) and British Heart Foundation (2) 6 Licence to Assign and Change Use 53 High Street, Northwich dated 14th June 1991 made between Lancaster Holdings Limited (1) and The Spastics Society (now SCOPE) (2) PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19TH NOVEMBER 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN LEWES REFERENCE GMR/01-36556 [GRAPHIC OMITTED] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is Five hundred and seventy five thousand five hundred and sixty two pounds and seventy nine pence (L575,562.79) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches for other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in the Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purposes of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE") 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER"S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii) deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine [the amount of any rent payable from] a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii) keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller( which consent will not be unreasonably withheld or delayed;) and (vii) account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease. 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii) keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion.(the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account: Bank: The Royal Bank of Scotland International Limited Royal Bank House, 71 Bath Street, St Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on later of:- (i) the date on which the supply is made or deemed to be made for the purpose of VAT and (ii) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller and the Buyer intend that the sale of the Property (the "TOGC PROPERTY") shall be the transfer of a business or part of a business as a going concern for the purposes of section 49 of the Value Added Tax Act 1994 and Article 5 of the VAT (Special Provisions) Order 1995 and as such shall be treated as neither a supply of goods nor a supply of services. 19.4 Notwithstanding the parties' intention referred to in sub-clause 19.3 if HM Customs and Excise ("CUSTOMS") either confirm that VAT is chargeable on the sale of the TOGC Property or issue an assessment in respect of VAT on such sale then the Buyer shall as soon as reasonably practicable upon receipt of a copy of such confirmation or assessment pay to the Seller the full amount of VAT chargeable in respect of the sale of the TOGC Property and the Seller shall on such payment date deliver to the Buyer a proper VAT invoice. 19.5 The Buyer shall indemnify the Seller against the full amount of all VAT interest and penalties claimed by Customs arising from any failure or delay in accounting for VAT in the event that the sale of the TOGC Property pursuant to this Agreement is determined by Customs to be a standard-rated supply for VAT purposes as a result of any breach by the Buyer of its undertakings as set out in sub-clause 19.7 of this Agreement. 19.6 The Buyer confirms that - (i) it will use reasonable endeavours to obtain registration for the purposes of VAT as soon as reasonably practicable after the Apportionment Date on the basis that it is a taxed person for VAT purposes; (ii) it is not party to this Agreement as trustee or nominee or agent for any other person; and (iii) it intends to use the TOGC Property after the Apportionment Date for the purposes of a letting business. 19.7 The Buyer undertakes - (i) to elect to waive exemption exercisable pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the TOGC Property (the "ELECTION") so that it shall have effect on or before the Apportionment Date; (ii) to give a valid notice of the Election (the "NOTICE") to Customs to take effect on a date no later than the Apportionment Date; (iii) to produce to the Seller before completion a solicitor's certified copy of the Election and of the written acknowledgement from Customs of the Notice (if received); (iv) not to revoke the Election; and (v) not to hold the benefit of this Agreement on trust nor to act as nominee or as agent for any other person in relation to this Agreement. 19.8 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.9 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.9 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii) overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii) all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii) in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and "or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii) if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTY 214 High Street, Lewes, East Sussex registered at HM Land Registry with title absolute under title number ESX34405 PART 2 LEASES 1 Lease dated 17th July 1979 made between (1) New Capital Properties Limited and (2) K Shoe Shops Limited 2 Lease dated 23rd February 2000 made between (1) WREP Island Limited and (2) East Sussex County Council in respect of offices at 214 High Street, Lewes, East Sussex PART 3 ANCILLARY LEASEHOLD DOCUMENTS 1 Agreement dated 2nd July 1979 made between (1) New Capital Properties Limited and (2) K Shoe Shops Limited 2 Licence to Assign dated 21st July 1982 made between (1) Hill Samuel Life Assurance Limited, (2) K Shoe Shops Limited and (3) Millward & Sons Limited 3 Notice of Transfer dated 30th July 1982 4 Certificate of Incorporation and Change of Name 5 Licence to Assign dated 20th June 1991 made between (1) Gisborne Life Assurance Company Limited, (2) Millward Shoes Limited and (3) Cancer Research Campaign 6 Licence to Assign dated 4th February 1992 made between (1) Gisborne Life Assurance Company Limited, (2) Carre Clothing Limited, (3) Happit Limited and (4) J P Crish and D J W Salmon 7 Licence to Assign dated 27th August 1996 made between (1) Lotkeep Limited, (2) Happit Limited and (3) MTG (UK) Limited 8 Licence for Alterations dated 28th August 1996 made between (1) Lotkeep Limited and (2) MTG (UK) Limited 9 Licence to Assign dated 10th January 2001 made between (1) WREP Islands Limited, (2) MTG (UK) Limited and (3) Thomas Cook Retail Limited 10 Power of Attorney dated 23rd June 2000 11 Notice of Assignment dated 12th January 2001 PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19th November 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN BEDMINSTER REFERENCE GMR/01-36556 [GRAPHIC OMITTED] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is One million One hundred and three thousand one hundred and sixty two pounds and one pence ((pound)1,103,162.01) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in the Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purposes of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE") 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER"S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii) deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine [the amount of any rent payable from] a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii) keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller( which consent will not be unreasonably withheld or delayed;) and (vii) account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease. 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii) keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion.(the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account: Bank: The Royal Bank of Scotland International Limited, Royal Bank House, 71 Bath Street, St. Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on later of - (a) the date on which the supply is made or deemed to be made for the purpose of VAT and (b) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller warrants to the Buyer that neither it nor any relevant associate (as defined in paragraph 3(7) of Schedule 10 to the Value Added Tax Act 1994) has made an election to waive exemption to VAT pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the Property and undertakes that neither it nor any such associate shall make such an election. 19.4 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.5 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.5 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii) overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii) all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii) in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and "or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii) if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES 143-146 East Street, Bedminster, Bristol registered at HM Land Registry with title absolute under title number AV131094 ("BEDMINSTER") PART 2 LEASES Lease dated 29th April 1988 made between (1) Moy Property Company Limited and (2) In Shops Centres Plc in respect of land fronting East Street and in part Dean Street, Bedminster, Bristol being basement, ground, mezzanine and first floor premises in Dean Street, Bedminster, Bristol and ground and first floor at 142-146 East Street, Bedminster, Bristol PART 3 ANCILLARY LEASEHOLD DOCUMENTS 1 Deed of Variation and Supplemental Lease dated 22nd June 1990 made between (1) Moy Property Company Limited and (2) In Shop Centres Plc 2 Deed dated 13th February 1992 between (1) Moy Property Company Limited and (2) In Shop Centres Plc 3 Rent Review Deed dated 29th April 1993 made between (1) Moy Property Company Limited and (2) In Shop Centres Plc 4 Licence for Alterations dated 18th May 1995 made between (1) Vere Street Investments Limited and (2) In Shop Centres Plc 5 Licence to Underlet dated 15th November 1991 made between (1) Moy Property Company Limited, (2) In Shop Centres Plc and (3) David William Kemp and Edward John Rowley 6 Licence to Carry out Works dated 15th November 1991 made between (1) Moy Property Company Limited, (2) In Shop Centres Plc and (3) David William Kemp and Edward John Rowley 7 Copy Underlease dated 15th November 1991 made between (1) In Shop Centres Plc and (2) David William Kemp and Edward John Rowley 8 Lease dated 16th January 1987 made between (1) Moy Property Company Limited and (2) Brian Meredith in respect of ground and first floor premises at 142-146 East Street, Bedminster 9 Lease dated 4th November 1986 made between (1) Moy Property Company Limited and (2) Brian Meredith in respect of the basement, ground, mezzanine and first floors in Dean Street, Bedminster 10 Lease dated 6th August 1965 made between (1) Tesco Stores Limited and (2) The Lord Mayor Aldermen and Burgesses of the City of Bristol in respect of Roof Car Park in Dean Street and Dean Lane, Bedminster 11 Licence to Underlet dated 13th March 2001 made between (1) WREP Islands Limited, (2) In Shop Centres Limited and (3) Simon Price and Julie Price 12 Licence for Alterations dated 13th March 2001 made between (1) WREP Islands Limited, (2) In Shop Centres Limited and (3) Simon Price and Julie Price PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19th November 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN HAVELOCK STREET, SWINDON REFERENCE GMR/01-36556 [GRAPHIC OMITTED] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold and leasehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is Six hundred and eighty one thousand and eighty two pounds and sixty three pence ((pound)681,082.63) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in the Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purposes of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE") 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER'S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii) deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine [the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii) keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller( which consent will not be unreasonably withheld or delayed;) and (vii) account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease . 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii) keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion.(the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account: Bank: The Royal Bank of Scotland International Limited Royal Bank House, 71 Bath Street, St Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on later of: (i) the date on which the supply is made or deemed to be made for the purpose of VAT and (ii) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller warrants to the Buyer that neither it nor any relevant associate (as defined in paragraph 3(7) of Schedule 10 to the Value Added Tax Act 1994) has made an election to waive exemption to VAT pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the Property and undertakes that neither it nor any such associate shall make such an election. 19.4 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.5 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.5 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii) overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii) all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii) in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and "or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii) if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES Leasehold land being 25 Havelock Street together with freehold land being 26 and 27 Havelock Street, Swindon registered at HM Land Registry under title numbers WT53349, WT67581 and WT67582 respectively PART 2 LEASES HAVELOCK STREET, SWINDON 1 25 Havelock Street - Underlease of ground and first floors dated 18th October 1985 for a term of 25 years from 25th June 1985 to Visionplus Optical Superstores Limited. 2 26 Havelock Street - Lease of ground floor dated 7th June 1995 for a term of 10 years from 1st May 1995 to M J McGuire. 3 26 Havelock Street - Lease of first floor dated 1st February 1989 for a term of 15 years from 29th September 1988 to D R Clegg. 4 27 Havelock Street - Lease of ground and first floor dated 1st February 1989 for a term of 15 years from 29th September 1988 to D R Clegg. PART 3 ANCILLARY LEASEHOLD DOCUMENTS HAVELOCK STREET, SWINDON 1 25 Havelock Street - acknowledgement from landlord of notice of transfer of headlease to WREP Islands Ltd 2 25 Havelock Street - acknowledgement from landlord of notice of granting of underlease. 3 25 Havelock Street - licence to assign and change use dated 20th November 1992 Specsavers Optical Superstores Limited to A.T. Mays Limited together with copy assignment dated 26th November 1992 and notice. 4 25 Havelock Street - Licence to Assign dated 21st November 2000 MTG (UK) Limited to Thomas Cook Retail Limited together with a copy assignment dated 21st November 2000 and notice. 5 25 Havelock Street - Rent Review Memorandum dated 16th November 2000 6 Ground floor 26 Havelock Street - Licence to Assign dated 6th September 2001 M J McGuire to Mr R Sell as yet unassigned so far as we are aware. 7 Ground floor 26 Havelock Street -Rent Review Memorandum dated 14th July 2000. 8 First Floor 26 Havelock Street - Licence to Assign dated 27th September 1993 D R Clegg to Meysey Marketing Limited together with copy assignment dated 30th September 1993 and notice. 9 First Floor 26 Havelock Street - Licence to Assign dated 9th March 2001 Meysey Marketing Limited to C P Martin and J Martin together with copy assignment dated 9th March 2001 and notice 10 First Floor 26 Havelock Street -Rent Review Memorandum dated 14th July 2000 11 27 Havelock Street - Licence to Assign dated 27th September 1993 D R Clegg to Meysey Marketing Limited together with copy assignment dated 30th September 1993 and notice. 12 27 Havelock Street - Licence to Assign dated 9th March 2001 Meysey Marketing Limited to C P Martin and J Martin together with copy assignment dated 9th March 2001 and notice 13 27 Havelock Street -Rent Review Memorandum dated 14th July 2000. PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19th november 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN WHITCHURCH REFERENCE GMR/01-36556 [GRAPHIC OMITTED] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is One million on hundred and thirty one thousand nine hundred and forty pounds and fifteen pence ((pound)1,131,940.15) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof [prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in the Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purposed of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE") 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER'S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii) deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 9.8 The Buyer may withhold from the Price, payable pursuant to this Agreement the sum of thirty thousand pounds ((pound)30,000) (the "Retention") which shall be held by the Buyer's Solicitors as stakeholders until such time as the amount of the excess payable to Zurich under the terms of the insurance policy for the Property No 127/999/KU291363/6 in relation to a claim that has been made by the Seller's relating to subsidence at the Property has been settled by the appointed loss adjustor or agreed with them whereupon the Buyer's Solicitors shall as soon as reasonably practicable pay to the Seller's Solicitors the amount (if any) by which the Retention is greater than the excess determined or agreed. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine [the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii) keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller( which consent will not be unreasonably withheld or delayed;) and (vii) account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease . 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii) keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion.(the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account: Bank: The Royal Bank of Scotland International Limited Royal Bank House, 71 Bath Street, St Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on -later of: (i) the date on which the supply is made or deemed to be made for the purpose of VAT; and (ii) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller warrants to the Buyer that neither it nor any relevant associate (as defined in paragraph 3(7) of Schedule 10 to the Value Added Tax Act 1994) has made an election to waive exemption to VAT pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the property and undertakes that neither it nor any such associate shall make such an election. 19.4 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.5 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.5 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii) overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii) all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii) in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and "or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii) if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES Freehold land at Bredwood Arcade, Green End, Whitchurch registered at HM Land Registry under title number SL73993 ("WHITCHURCH") PART 2 LEASES WHITCHURCH 1 Unit 2 - Lease dated 13th October 1981: Ethel Austin & Company Limited (1) Stead & Simpson Limited (2): 25 years from 14th September 1981 2 Unit 3 - Lease dated 2nd October 1984: Ethel Austin & Company Limited (1) P D Holdings Limited (2): 20 years from 1st October 1984 3 Unit 4 - Lease now expired but schedule of dilapidations served on the former tenant 4 Unit 5- Lease dated 20th March 1998: Lotheep Ltd to D.G. Evans and J. Evans t/a "Stationery World": 5 years from 28th February 1998 5 Unit 6- Lease dated 21st September 1979: Bredwood Investments Ltd to George Edward Taylor: 15 years from 22nd March 1980 6 Unit 7 - Lease dated 29th January 1991: Ethel Austin Investment Properties Limited to Mrs D E Maddocks: 3 years from 17th December 1990 7 Unit 8- Lease dated 31st July 1995: Lotheep Ltd to G.W., A.J.D. & CG Burgess (t/a Petmarket (Warehousing)) 3 years from 31st July 1995 8 Unit 9 - Lease currently being signed, tenant holding over under 15 year lease from 1st May 1985 (Ethel Austin Investment Properties Limited to Mrs P.A. Bowen, Mrs V.J. Hine and Mr G.M. Hine lease dated 27th August 1985) - new lease on largely the same terms for 3 years from 1st May 2000 9 Unit 10 - Lease dated 15th December 1992: Ethel Austin Investment Properties Limited (1) L Rowland & Company (Retail) Limited (2): and L Rowland & Company Limited (3) 1st October 1992 to 21st July 2010 10 Unit 11 - Lease dated 27th August 1982 made between Ethel Austin & Company Limited (1) D M Knowles and C A Copeman (2) 25 years commencing on 27th August 1982 11 Unit 12 - Lease dated 22nd July 1985 made between Ethel Austin & Company Limited (1) A D Hogg and R A Hogg (2) 25 years from 22nd July 1985 12 Unit 14 - Lease dated 16th June 1994 made between Lotkeep Limited (1) and UK Funerals Limited (t/a Howells) (2) 10 years from 24th June 1994 13 Unit 12 (Green End) - Lease dated 25th June 1992: Ethel Austin Investment Properties Limited (1) J B Jones (2): term 15 years from 18th February 1992 14 Unit 14A (Green End) - Lease dated 19th August 1991 made between Ethel Austin Investment Properties Limited (1) Rayglow (Drug Stores) Limited (2) Lloyds Chemists Plc (3) for a term of 25 years from 19th August 1991 15 Electricity Sub-Station - Lease dated 24th October 1985 made between Ethel Austin & Company Limited (1) The Merseyside and North Wales Electricity Board (2) term: 20 years from 10th April 1985 16 Kiosk - Lease dated 27th January 1999 made between WREP Islands Limited and Sean Barry Kinsella: 5 years from 1st February 1999. 17 First floor offices - vacant PART 3 ANCILLARY LEASEHOLD DOCUMENTS WHITCHURCH 1 Unit 3 - Licence to Assign made between Ethel Austin & Company (1) and Messrs A T B Jones, R Carr and P Clare together with copy Assignment 2 Copy Assignment dated 1st May 1987 between A T B Jones, R Carr and P Clare and Don Everall Transglobe Limited together with Notice of Assignment of Lease dated 27th May 1987 3 Licence to Assign dated 10th March 1992 made between Ethel Austin Investment Properties Limited (1) Revalldon Limited (2) and Co-operative Wholesale Society Limited (3) 4 Notice of Assignment to Co-Operative Wholesale Society dated 1st April 1992 5 Unit 7 - Letter in respect of rent dated 21st March 2001 6 Unit 9 - Licence to Assign dated 8th July 1998 made between Ethel Austin Investment Properties Limited (1) Mrs P A Bowen (2) Mrs V J Hine (3) and Mr G M Hine (4) 7 Licence to Assign dated 31st October 1989 made between Ethel Austin Investment Properties Limited (1) Mrs V J Hine (2) Photo Effects Limited (3) and A A Madin and J M Madin (4) 9. Licence to Assign made between Lotkeep Limited (1) Photo Effects Limited (2) and Abbey Color Limited (3) 8 Unit 11 - Licence to Assign dated 22nd May 1986 made between Ethel Austin & Company Limited (1) P W Churms (2) 9 Notice of Assignment to P W Churms dated 29th May 1986 10 Unit 12 - Licence for Alterations dated 15th February 1989 made between Ethel Austin Investment Properties Limited (1) Mr & Mrs A D Hogg (2). 11 Licence to Assign dated 2nd July 1989 made between Ethel Austin Investment Properties Limited (1) Mr & Mrs A D Hogg (2) L Rowland & Company (Retail) Limited (3) L Rowland & Company Limited (4) together with copy assignment dated 3rd July 1989 12 Licence to Underlet dated 1st February 1996 made between Lotkeep Limited (1) L Rowland & Company (Retail) Limited (2) L Rowland & Company Limited (3) P A Fowles and B V Dodd (4) together with notice of underletting dated 28th March 1996 13 Copy Court Order dated 2nd February 1996 together with copy counterpart Underlease dated 19th March 1996 made between L Rowland & Company Limited (Retail) Limited (1) and A Fowles and B V Dodd (2) 14 Licence to Assign dated 22nd September 1997 made between Lotkeep Limited (1) L Rowland & Company (Retail) Limited (2) L Rowland & Company Limited (3) P A Fowles and B V Dodd (4) H J Ashley and G D Mann (5) 15 Certified copy notice of Assignment to H J Ashley and GD Mann dated 29th September 1997. 16 Unit 14A (Green End) - Licence to Assign made between WREP (Islands) Limited (1) Rayglow (Drug Stores) Limited (2) Savers & Health and Beauty Plc (3) dated 17th July 2000 17 Kiosk - Originating Application dated 29th December 1998 and Court Order dated 31st December 1998 in respect of 1954 Act application PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19th november 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN OADBY REFERENCE GMR/01-36556 [GRAPHIC] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the [freehold] [leasehold] property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is Three hundred and forty five thousand three hundred and thirty seven pounds and sixty seven pence (L345,337.67) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller or by the Seller to the Buyer pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in the Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purposes of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE") 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER'S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii) deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine [the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii) keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller( which consent will not be unreasonably withheld or delayed;) and (vii) account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease. 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii) keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion (the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the Bank: The Royal Bank of Scotland International Limited Royal Bank House, 71 Bath Street, St Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on later of: (i) the date on which the supply is made or deemed to be made for the purpose of VAT; and (ii) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller warrants to the Buyer that neither it nor any relevant associate (as defined in paragraph 3(7) of Schedule 10 to the Value Added Tax Act 1994) has made an election to waive exemption to VAT pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the Property and undertakes that neither it nor any such associate shall make such an election. 19.4 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.5 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.5 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii) overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii) all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii) in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and "or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii) if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "Contract" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). (c) Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES 72-76 (even) The Parade, Oadby, Leicestershire registered at HM Land Registry under title number LT296515 ("OADBY") PART 2 LEASES OADBY 1 Lease of 72 The Parade dated 15th June 1990 made between Mercantile and General Reinsurance Company plc (1) and Coral Estates Limited (2) 2 Lease of First Floor Offices, 74 The Parade dated 7th February 1996 made between Mercantile and General Reinsurance Company plc (1) Christopher J Bott (2) 3 Lease of 76 The Parade dated 10th March 1989 made between The Mercantile Reinsurance Company plc (1) and Vambertex (Textile Merchants) Limited (2) PART 3 ANCILLARY LEASEHOLD DOCUMENTS OADBY 1 Side-letter issued by Mercantile and General Reinsurance to Coral Estates Limited dated 15th June 1990 relating to the Lease of 72 The Parade 2 Deed of Variation of the Lease of 72 The Parade dated 27th January 1993 made between The Mercantile and General Reinsurance Company plc (1) Coral Estates Limited (2) 3 Licence for Alterations relating to 74 The Parade dated 7th February 1996 made between Mercantile and General Reinsurance Company plc (1) Christopher John Bott (2) 4 Licence to Assign Lease of 76 The Parade dated 6th September 1991 made between The Mercantile and General Reinsurance Company plc (1) Vambertex (Textile Merchants) Limited and Elizabeth Mary Dear (3) 5 Notice of Assignment of Lease of 76 The Parade to Elizabeth Mary Dear dated 19th August 1991 6 Licence to Assign Lease of 76 The Parade dated 17th July 1995 made between The Mercantile and General Reinsurance Company plc (1) Elizabeth Mary Dear (2) and David William Twigg (3) 7 Notice dated 18th July 1995 of the Assignment of Lease of 76 The Parade to David William Twigg PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19TH NOVEMBER 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN WOKINGHAM REFERENCE GMR/01-36556 [GRAPHIC OMITTED] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is Eight hundred and ninety six thousand nine hundred and eighteen pounds and sixty eight pence (L896,918.68) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in the Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purposes of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE"). 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date. 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER'S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii)deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date. 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine [the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii)keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller (which consent will not be unreasonably withheld or delayed;) and (vii)account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease. 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii)keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion (the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account number Bank: The Royal Bank of Scotland International Limited Royal Bank House, 71 Bath Street, St Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on -later of: (i) the date on which the supply is made or deemed to be made for the purpose of VAT; and (ii) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller and the Buyer intend that the sale of the Property (other than those listed in sub-clause 19.3.(a)) (the "TOGC PROPERTY") shall be the transfer of a business or part of a business as a going concern for the purposes of section 49 of the Value Added Tax Act 1994 and Article 5 of the VAT (Special Provisions) Order 1995 and as such shall be treated as neither a supply of goods nor a supply of services. 19.4 Notwithstanding the parties' intention referred to in sub-clause 19.4 if HM Customs and Excise ("CUSTOMS") either confirm that VAT is chargeable on the sale of the TOGC Property or issue an assessment in respect of VAT on such sale then the Buyer shall as soon as reasonably practicable upon receipt of a copy of such confirmation or assessment pay to the Seller the full amount of VAT chargeable in respect of the sale of the TOGC Property and the Seller shall on such payment date deliver to the Buyer a proper VAT invoice. 19.5 The Buyer shall indemnify the Seller against the full amount of all VAT interest and penalties claimed by Customs arising from any failure or delay in accounting for VAT in the event that the sale of the TOGC Property pursuant to this Agreement is determined by Customs to be a standard-rated supply for VAT purposes as a result of any breach by the Buyer of its undertakings as set out in sub-clause 19.8 of this Agreement. 19.6 The Buyer confirms that - (i) it is registered for the purposes of VAT [under registration number [ ]]; (ii) it is not party to this Agreement as trustee or nominee or agent for any other person; and (iii)it intends to use the TOGC Property after the Apportionment Date for the purposes of a letting business. 19.7 The Buyer undertakes - (i) to elect to waive exemption exercisable pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the TOGC Property (the "ELECTION") so that it shall have effect on or before the Apportionment Date; (ii) to give a valid notice of the Election (the "NOTICE") to Customs to take effect on a date no later than the Apportionment Date; (iii)to produce to the Seller before completion a solicitor's certified copy of the Election and of the written acknowledgement from Customs of the Notice (if received); (iv) not to revoke the Election; and (v) not to hold the benefit of this Agreement on trust nor to act as nominee or as agent for any other person in relation to this Agreement. 19.8 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.9 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19. in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii)overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii)all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii)in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and "or was" shall be deleted. 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii)if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii)indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii)pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii)reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement. 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES 1 Swift House, Market Place, Wokingham registered at HM Land Registry under title number BK218243 PART 2 LEASES WOKINGHAM 1 Lease of Ground and First Floor dated 9th April 1987 made between Awayfair Limited and Pearce Developments Limited (1) and The Financial Training Company Limited (2). 2 Lease of Second and Third Floors dated 5th May 1987 made between Awayfair Limited and Pearce Developments Limited (1) and Spider Systems Limited (2). PART 3 ANCILLARY LEASEHOLD DOCUMENTS WOKINGHAM 1 Licence to Alter dated 20th June 1989 made between Gisborne Life Assurance Company Limited (1) and Financial Training Company Limited (2). 2 Licence to Alter First Floor dated 22nd April 1998 made between Lotkeep Limited (1) and The Financial Training Company Limited (2). 3 Licence to Assign Second and Third Floors dated 11th May 1989 made between Gisborne Life Assurance Company Limited (1) Spider Systems Limited (2) and Philip Graham Ridd and John Alan Wood (3). 4 Notice of Assignment of Lease of Second and Third Floors from Spider Systems Limited to Philip Graham Ridd and John Alan Wood dated 19th May 1989. 5 Licence to Assign Lease of Second and Third Floors dated 5th December 1991 made between Gisborne Life Assurance Company Limited (1) P G Ridd and J A Wood (2) and The Financial Training Company Limited (3). 6 Notice of Assignment of Lease of Second and Third Floors from P G Ridd and J A Wood to The Financial Training Company Limited dated 10th December 1991. 7 Licence to Alter Second Floor dated 2nd April 1998 made between Lotkeep Limited (1) and The Financial Training Company Limited (2). PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19TH NOVEMBER 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN BATH ROAD, SWINDON REFERENCE GMR/01-36556 [GRAPHIC OMITTED] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is Three hundred and eighty three thousand seven hundred and eight pounds and fifty two pence (L 383,708.52) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in the Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purposed of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE"). 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date. 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER'S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii)deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii)pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii)any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default or neglect of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date. 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine [the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii)keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller (which consent will not be unreasonably withheld or delayed;) and (vii)account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease. 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii)notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii)keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion (the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account: Bank: The Royal Bank of Scotland International Limited Royal Bank House, 71 Bath Street, St Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on -later of: (i) the date on which the supply is made or deemed to be made for the purpose of VAT; and (ii) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller and the Buyer intend that the sale of the Property (the "TOGC PROPERTY") shall be the transfer of a business or part of a business as a going concern for the purposes of section 49 of the Value Added Tax Act 1994 and Article 5 of the VAT (Special Provisions) Order 1995 and as such shall be treated as neither a supply of goods nor a supply of services. 19.4 Notwithstanding the parties' intention referred to in sub-clause 19.3 if HM Customs and Excise ("CUSTOMS") either confirm that VAT is chargeable on the sale of the TOGC Property or issue an assessment in respect of VAT on such sale then the Buyer shall as soon as reasonably practicable upon receipt of a copy of such confirmation or assessment pay to the Seller the full amount of VAT chargeable in respect of the sale of the TOGC Property and the Seller shall on such payment date deliver to the Buyer a proper VAT invoice. 19.5 The Buyer shall indemnify the Seller against the full amount of all VAT interest and penalties claimed by Customs arising from any failure or delay in accounting for VAT in the event that the sale of the TOGC Property pursuant to this Agreement is determined by Customs to be a standard-rated supply for VAT purposes as a result of any breach by the Buyer of its undertakings as set out in sub-clause 19.7 of this Agreement. 19.6 The Buyer confirms that - (i) it will use reasonable endeavours to obtain registration for the purposes of VAT as soon as reasonably practicable after the Apportionment Date on the basis that it is a taxed person for VAT purposes; (ii) it is not party to this Agreement as trustee or nominee or agent for any other person; and (iii)it intends to use the TOGC Property after the Apportionment Date for the purposes of a letting business. 19.7 The Buyer undertakes - (i) to elect to waive exemption exercisable pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the TOGC Property (the "ELECTION") so that it shall have effect on or before the Apportionment Date; (ii) to give a valid notice of the Election (the "NOTICE") to Customs to take effect on a date no later than the Apportionment Date; (iii)to produce to the Seller before completion a solicitor's certified copy of the Election and of the written acknowledgement from Customs of the Notice (if received); (iv) not to revoke the Election; and (v) not to hold the benefit of this Agreement on trust nor to act as nominee or as agent for any other person in relation to this Agreement. 19.8 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.9 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.8 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii)overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii)all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii)in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and "or was" shall be deleted. 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii)if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii)indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii)pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii)reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement. 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES 12 BATH ROAD, OLD TOWN, SWINDON, WILTSHIRE REGISTERED AT HM LAND REGISTRY UNDER TITLE NUMBER WT91807 PART 2 LEASES BATH ROAD, SWINDON Lease dated 16th December 1992 made between Lancaster Holdings Limited (1) Advent Desktop Publishing Limited (2) PART 3 ANCILLARY LEASEHOLD DOCUMENTS BATH ROAD, SWINDON None PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19TH NOVEMBER 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN HASLINGDEN REFERENCE GMR/01-36556 [GRAPHIC] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is One hundred and eighty two thousand two hundred and sixty one pounds fifty five pence (L182,261.55) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such document and not disclosed in this Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the proposed deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE") 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER"S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii) deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "Outgoings") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and `POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii) keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller( which consent will not be unreasonably withheld or delayed;) and (vii) account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease. 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii) keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion.(the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account - Bank: The Royal Bank of Scotland International Limited Royal Bank House, 71 Bath Street, St Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on later of - (i) the date on which the supply is made or deemed to be made for the purpose of VAT; and (ii) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller and the Buyer intend that the sale of the Property (the "TOGC PROPERTY") shall be the transfer of a business or part of a business as a going concern for the purposes of section 49 of the Value Added Tax Act 1994 and Article 5 of the VAT (Special Provisions) Order 1995 and as such shall be treated as neither a supply of goods nor a supply of services. 19.4 Notwithstanding the parties' intention referred to in sub-clause 19.3 if HM Customs and Excise ("CUSTOMS") either confirm that VAT is chargeable on the sale of the TOGC Property or issue an assessment in respect of VAT on such sale then the Buyer shall as soon as reasonably practicable upon receipt of a copy of such confirmation or assessment pay to the Seller the full amount of VAT chargeable in respect of the sale of the TOGC Property and the Seller shall on such payment date deliver to the Buyer a proper VAT invoice. 19.5 The Buyer shall indemnify the Seller against the full amount of all VAT interest and penalties claimed by Customs arising from any failure or delay in accounting for VAT in the event that the sale of the TOGC Property pursuant to this Agreement is determined by Customs to be a standard-rated supply for VAT purposes as a result of any breach by the Buyer of its undertakings as set out in sub-clause 19.7 of this Agreement. 19.6 The Buyer confirms that - (i) it will use reasonable endeavours to obtain registration for the purposes of VAT as soon as reasonably practicable after the Apportionment Date on the basis that it is a taxed person for VAT purposes; (ii) it is not party to this Agreement as trustee or nominee or agent for any other person; and (iii) it intends to use the TOGC Property after the Apportionment Date for the purposes of a letting business. 19.7 The Buyer undertakes - (i) to elect to waive exemption exercisable pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the TOGC Property (the "ELECTION") so that it shall have effect on or before the Apportionment Date; (ii) to give a valid notice of the Election (the "NOTICE") to Customs to take effect on a date no later than the Apportionment Date; (iii) to produce to the Seller before completion a solicitor's certified copy of the Election and of the written acknowledgement from Customs of the Notice (if received); (iv) not to revoke the Election; and (v) not to hold the benefit of this Agreement on trust nor to act as nominee or as agent for any other person in relation to this Agreement. 19.8 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.9 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.8 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii) overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii) all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii) in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and "or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii) if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "Contract" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES 1 Freehold land known as Unit 1, Carrs Industrial Estate, Brentwood Road, Haslingden, Rossendale, Lancashire, registered with title absolute under title number LA824716 PART 2 LEASES Lease dated 22nd August 1990 made between Laund Estates Limited (1) and Dial Office Holdings Limited (2) PART 3 ANCILLARY LEASEHOLD DOCUMENTS 1 Agreement Supplemental to Lease dated 22nd August 1990 made between Laund Estates Limited (1) Dial Office Holdings Limited (2) 2 Licence to Assign dated 26th May 1995 made between Laund Estates Limited (in Liquidation) (1) A R Brocklehurst and D J Newall (2) R A Murray Office Solutions Limited (3) and Danka UK plc (4) 3 Licence to Assign dated 6th November 1995 made between UCB Bank plc (1) Danka UK plc (2) and Wright (UK) Limited (3) 4 Underlease dated 8th November 1995 made between Danka UK plc (1) and Wright (UK) Limited (2) PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19TH NOVEMBER 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN BLACKBURN REFERENCE GMR/01-36556 [RICHARDS BUTLER LOGO] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is Eight hundred and thirty four thousand five hundred and sixty-six pounds and four pence (L 834,566.04) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY Documents"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in this Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purposes of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE") 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER"S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii) deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and `POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii) keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller( which consent will not be unreasonably withheld or delayed;) and (vii) account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease . 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii) keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion.(the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account - Bank: The Royal Bank of Scotland International Limited Royal Bank House, 71 Bath Street, St Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on later of - (i) the date on which the supply is made or deemed to be made for the purpose of VAT; and (ii) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller and the Buyer intend that the sale of the Property (the "TOGC PROPERTY") shall be the transfer of a business or part of a business as a going concern for the purposes of section 49 of the Value Added Tax Act 1994 and Article 5 of the VAT (Special Provisions) Order 1995 and as such shall be treated as neither a supply of goods nor a supply of services. 19.4 Notwithstanding the parties' intention referred to in sub-clause 19.3 if HM Customs and Excise ("CUSTOMS") either confirm that VAT is chargeable on the sale of the TOGC Property or issue an assessment in respect of VAT on such sale then the Buyer shall as soon as reasonably practicable upon receipt of a copy of such confirmation or assessment pay to the Seller the full amount of VAT chargeable in respect of the sale of the TOGC Property and the Seller shall on such payment date deliver to the Buyer a proper VAT invoice. 19.5 The Buyer shall indemnify the Seller against the full amount of all VAT interest and penalties claimed by Customs arising from any failure or delay in accounting for VAT in the event that the sale of the TOGC Property pursuant to this Agreement is determined by Customs to be a standard-rated supply for VAT purposes as a result of any breach by the Buyer of its undertakings as set out in sub-clause 19.7 of this Agreement. 19.6 The Buyer confirms that - (i) it will use reasonable endeavours to obtain registration for the purposes of VAT as soon as reasonably practicable after the Apportionment Date on the basis that it is a taxed person for VAT purposes; (ii) it is not party to this Agreement as trustee or nominee or agent for any other person; and (iii) it intends to use the TOGC Property after the Apportionment Date for the purposes of a letting business. 19.7 The Buyer undertakes - (i) to elect to waive exemption exercisable pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the TOGC Property (the "ELECTION") so that it shall have effect on or before the Apportionment Date; (ii) to give a valid notice of the Election (the "NOTICE") to Customs to take effect on a date no later than the Apportionment Date; (iii) to produce to the Seller before completion a solicitor's certified copy of the Election and of the written acknowledgement from Customs of the Notice (if received); (iv) not to revoke the Election; and (v) not to hold the benefit of this Agreement on trust nor to act as nominee or as agent for any other person in relation to this Agreement. 19.8 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.9 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.8 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii) overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii) all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii) in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and `or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii) if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement.. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES 1 93 and 95 Preston New Road and land lying to the south east of Preston New Road, Blackburn registered at HM Land Registry with title absolute under title number LA642046 ("BLACKBURN") PART 2 LEASES 1 Deed of Rectification dated 18th June 1982 made between Phoenix Assurance Public Limited Company (1) Newtime Foods Limited (2) and Sale Tilney & Company Limited (3) 2 Deed of Variation dated 23rd June 1991 made between Sydney and London Properties Limited (1) Newtime Foods Limited (2) and Premier Brands Limited (3) HASLINGDEN Lease dated 22nd August 1990 made between Laund Estates Limited (1) and Dial Office Holdings Limited (2) WOOLSTON Lease dated 10th April 1994 made between Lancaster Holdings Limited (1) Elwell Scaffolding Limited (2) and Elwell Scaffolding Sales Limited (3) CROYDON 1 Units 1-10: Lease dated 15th May 2000 made between WREP Islands Limited (1) and Apogel Corporation Limited (2). 2 Unit 2: Lease dated 22nd February 2000 made between WREP Islands Limited (1) and Carlsson Express Limited (2). 3 Unit 3: Lease dated 22nd August 1996 made between UCB Bank plc (1) Simon Carter Associates Limited (2) 4 Units 4 and 5: Lease dated 30th March 2000 made between WREP Islands Limited (1) and Dancesport International Limited (2). 5 Unit 6: Lease dated 20th August 1996 made between UCB Bank plc (1) Bridgewharf Investments Limited (2) 6 Unit 7: Vacant 7 Lease dated 12th June 1989 made between (1) Laund Estates Limited and (2) Scapa Group Plc of Premises at Preston New Road, Blackburn PART 3 ANCILLARY LEASEHOLD DOCUMENTS Licence for Alterations dated 5th September 1995 between Laund Estates Limited (1) Alistair Robin Brocklehurst and David John Newall (2) Scapa Group Plc (3) re 93-95 Preston New Road PART 4 OTHER DOCUMENTS 1 Agreement dated 12th June 1989 between Laund Estates Limited (1) Scapa Group Plc (2) 2 Agreement re Elizabethan House, Preston New Road dated 15th January 1990 between Laund Estates Limited (1) Scapa Group Plc (2) 3 Supplemental Deed re land at Preston New Road dated 1st March 1990 between Laund Estates Limited (1) Scapa Group Plc (2) SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19th November 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN KEELEY ROAD, CROYDON REFERENCE GMR/01-36556 AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is One million one hundred and seventy thousand three hundred and eleven pounds (Pound 1,170,311) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "Leases"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in this Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purposes of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE") 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER"S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii) deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii) keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller( which consent will not be unreasonably withheld or delayed;) and (vii) account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease. 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii) keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion.(the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account - Bank: The Royal Bank of Scotland International Limited Royal Bank House, 71 Bath Street, St Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on later of - (i) the date on which the supply is made or deemed to be made for the purpose of VAT; and (ii) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller and the Buyer intend that the sale of the Property (the "TOGC PROPERTY") shall be the transfer of a business or part of a business as a going concern for the purposes of section 49 of the Value Added Tax Act 1994 and Article 5 of the VAT (Special Provisions) Order 1995 and as such shall be treated as neither a supply of goods nor a supply of services. 19.4 Notwithstanding the parties' intention referred to in sub-clause 19.3 if HM Customs and Excise ("CUSTOMS") either confirm that VAT is chargeable on the sale of the TOGC Property or issue an assessment in respect of VAT on such sale then the Buyer shall as soon as reasonably practicable upon receipt of a copy of such confirmation or assessment pay to the Seller the full amount of VAT chargeable in respect of the sale of the TOGC Property and the Seller shall on such payment date deliver to the Buyer a proper VAT invoice. 19.5 The Buyer shall indemnify the Seller against the full amount of all VAT interest and penalties claimed by Customs arising from any failure or delay in accounting for VAT in the event that the sale of the TOGC Property pursuant to this Agreement is determined by Customs to be a standard-rated supply for VAT purposes as a result of any breach by the Buyer of its undertakings as set out in sub-clause 19.7 of this Agreement. 19.6 The Buyer confirms that - (i) it will use reasonable endeavours to obtain registration for the purposes of VAT as soon as reasonably practicable after the Apportionment Date on the basis that it is a taxed person for VAT purposes; (ii) it is not party to this Agreement as trustee or nominee or agent for any other person; and (iii) it intends to use the TOGC Property after the Apportionment Date for the purposes of a letting business. 19.7 The Buyer undertakes - (i) to elect to waive exemption exercisable pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the TOGC Property (the "ELECTION") so that it shall have effect on or before the Apportionment Date; (ii) to give a valid notice of the Election (the "NOTICE") to Customs to take effect on a date no later than the Apportionment Date; (iii) to produce to the Seller before completion a solicitor's certified copy of the Election and of the written acknowledgement from Customs of the Notice (if received); (iv) not to revoke the Election; and (v) not to hold the benefit of this Agreement on trust nor to act as nominee or as agent for any other person in relation to this Agreement. 19.8 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.9 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.8 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii) overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii) all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii) in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and `or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii) if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES 1 22-30 (even nos) Keeley Road, Croydon registered at HM Land Registry with title absolute under title number SGL409512 PART 2 LEASES 1 Lease of Unit 6 (copy only) dated 4th February 1986 between Lancaster Holdings Limited (1) Endsleigh Insurance Services Limited (2) 2 Lease of Unit 7 (copy only) dated 6th March 1986 between Lancaster Holdings Limited (1) Mr and Mrs RV Patel (2) 3 Lease of 22-30 Keeley House dated 1st July 1988 between Lancaster Holdings Limited (1) Godlin Properties Limited (formerly Spurheath Limited) (2) 4 Lease of Office 7 dated 5th July 2000 between WREP Islands Limited (1) Mike Pitcher Associates (2) 5 Lease of Suite 3 dated 5th July 2000 between WREP Islands Limited (1) Direct Property (2) 6 Lease of Suite 5 dated 7th July 2000 between WREP Islands Limited (1) Hospitality Plus (UK) Limited (2) 7 Lease of Shop Unit 5 dated 22nd August 2000 between WREP Islands Limited (1) Roger Anderson (t/a Jus Vibes) (2) 8 Lease of Offices 20-23 dated 1st December 2000 between WREP Islands Limited (1) Ardmore Construction Limited (2) 9 Lease of Office Suite 4 dated 9th February 2000 between WREP Islands Limited (1) B Lindo (t/a Profile Analysis Training Solutions) (2) 10 Lease of Shop Units 3 and 4 dated 27th March 2001 between WREP Islands Limited (1) Barratt Homes Limited (2) 11 Lease of Suite 2 dated 25th April 2001 between WREP Islands Limited (1) Process Network Systems Limited (2) 12 Lease of Suite 1 dated 3rd July 2001 between WREP Islands Limited (1) Process Network Systems Limited (2) 13 Lease of Office 1 dated 9th July 2001 between WREP Islands Limited (1) E-Workpermits.com Limited (2) 14 Lease of Office 1 dated 9th July 2001 between WREP Islands Limited (1) E-Workpermits.com Limited (2) 15 Lease of Offices 14, 16 and 18 dated 2nd October 2001 between WREP Islands Limited (1) Renco Enterprises (UK) Limited (2) PART 3 ANCILLARY LEASEHOLD DOCUMENTS Licence to Underlet Unit 6 (copy only) dated 6th March 1996 made between Godlin Properties Limited (1) Endsleigh Insurance Services Limited (2) Pasquale Castrichino (3) PART 4 OTHER DOCUMENTS Party Wall Award re Keeley House and 32 Keeley Road dated 8th December 2000 between WREP Islands Limited (1) Barratt Homes (Southern Counties) Limited (2) SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19th November 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN MACCLESFIELD REFERENCE GMR/01-36556 [GRAPHIC] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is Four hundred and fifty five thousand six hundred and fifty three pounds and eighty seven pence ((pound)455,653.87) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in the Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purpose of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE") 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER"S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii) deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine [the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii) keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller( which consent will not be unreasonably withheld or delayed;) and (vii) account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease . 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii) keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion.(the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the account - Bank: The Royal Bank of Scotland International Limited Royal Bank House, 71 Bath Street, St Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on later of - (a) the date on which the supply is made or deemed to be made for the purpose of VAT; and (b) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller and the Buyer intend that the sale of the Property (the "TOGC PROPERTY") shall be the transfer of a business or part of a business as a going concern for the purposes of section 49 of the Value Added Tax Act 1994 and Article 5 of the VAT (Special Provisions) Order 1995 and as such shall be treated as neither a supply of goods nor a supply of services. 19.4 Notwithstanding the parties' intention referred to in sub-clause 19.3 if HM Customs and Excise ("CUSTOMS") either confirm that VAT is chargeable on the sale of the TOGC Property or issue an assessment in respect of VAT on such sale then the Buyer shall as soon as reasonably practicable upon receipt of a copy of such confirmation or assessment pay to the Seller the full amount of VAT chargeable in respect of the sale of the TOGC Property and the Seller shall on such payment date deliver to the Buyer a proper VAT invoice. 19.5 The Buyer shall indemnify the Seller against the full amount of all VAT interest and penalties claimed by Customs arising from any failure or delay in accounting for VAT in the event that the sale of the TOGC Property pursuant to this Agreement is determined by Customs to be a standard-rated supply for VAT purposes as a result of any breach by the Buyer of its undertakings as set out in sub-clause 19.8 of this Agreement. 19.6 The Buyer confirms that - (i) it will use reasonable endeavours to obtain registration for the purposes of VAT as soon as reasonably practicable after the Apportionment Date on the basis that it is a taxed person for VAT purposes; (ii) it is not party to this Agreement as trustee or nominee or agent for any other person; and (iii) it intends to use the TOGC Property after the Apportionment Date for the purposes of a letting business. 19.7 The Buyer undertakes - (i) to elect to waive exemption exercisable pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the TOGC Property (the "ELECTION") so that it shall have effect on or before the Apportionment Date; (ii) to give a valid notice of the Election (the "NOTICE") to Customs to take effect on a date no later than the Apportionment Date; (iii) to produce to the Seller before completion a solicitor's certified copy of the Election and of the written acknowledgement from Customs of the Notice (if received); (iv) not to revoke the Election; and (v) not to hold the benefit of this Agreement on trust nor to act as nominee or as agent for any other person in relation to this Agreement. 19.8 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.9 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.8 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii) overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii) all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii) in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and "or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii) if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "Contract" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES 90, 92 and 94 Waters Green, Macclesfield registered at HM Land Registry with title absolute under title number CH336618 PART 2 LEASES MACCLESFIELD 1 Lease of Showroom no.2 dated 13th August 1985 between Multikirk Limited (1) Peter Norman Eden Chapman, John Thornton Dean, John Ockleshaw and Rodney Victor Jennings (t/a Meller Braggins) (2) 2 Lease of Showroom no.1 dated 27th August 1985 between Multikirk Limited (1) Paragon Fine Arts Limited (2) John Clitheroe and Audrey Clitheroe (3) 3 Lease of Suite Numbers 3 and 4 Second Floor Roylance Buildings dated 17th August 1994 between Lancaster Holdings Limited (1) Mercantile International Group Plc (2) 4 Lease of First Floor, Roylance Building dated 2nd July 2001 between WREP Islands Limited (1) Michael James Cooper (t/a CPH Financial Advisory Services) (2) PART 3 ANCILLARY LEASEHOLD DOCUMENTS MACCLESFIELD None PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19th November 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN HASTINGS REFERENCE GMR/01-36556 [GRAPHIC] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the [freehold] [leasehold] property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is Five hundred and fifty one thousand five hundred and eight one pounds (L551,581) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in this Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purpose of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE"). 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date. 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER"S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii) deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "Outgoings") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). The Buyer shall indemnify the Seller within 10 working days of written demand against- (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). (c) Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.1, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii) keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller( which consent will not be unreasonably withheld or delayed;) and (vii) account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease. 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii) keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion.(the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account - Bank: The Royal Bank of Scotland International Limited Royal Bank House, 71 Bath Street, St Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on later of - (a) the date on which the supply is made or deemed to be made for the purpose of VAT; and (b) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller warrants to the Buyer that neither it nor any relevant associate (as defined in paragraph 3(7) of Schedule 10 to the Value Added Tax Act 1994) has made an election to waive exemption to VAT pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the Property and undertakes that neither it nor any such associate shall make such an election. 19.4 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.5 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.5 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii) overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii) all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii) in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and "or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii) if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement. 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES Freehold Property known as Unit B, Brookway, Ivy House Industrial Estate, Hastings, East Sussex, registered with title absolute under title number ESX27106 PART 2 LEASES 1 Lease dated 13th September 1977 made between Prime Brook Limited (1) Newtime Foods Limited (2) and Sale Tilney & Company Limited (3) 2 Deed of Rectification dated 18th June 1982 made between Phoenix Assurance Public Limited Company (1) Newtime Foods Limited (2) and Sale Tilney & Company Limited (3) 3 Deed of Variation dated 23rd June 1991 made between Sydney and London Properties Limited (1) Newtime Foods Limited (2) and Premier Brands Limited (3) PART 3 ANCILLARY LEASEHOLD DOCUMENTS 1 Licence for Alterations dated 28th December 1978 made between Phoenix Assurance Company Limited (1) and Newtime Foods Limited (2) 2 Licence for Alterations dated 26th October 1981 made between Phoenix Assurance Company Limited (1) and Newtime Foods Limited (2) 3 Licence to Alter dated 11th March 1985 made between Phoenix Assurance plc (1) and Sale Tilney Foods plc (previously known as Newtime Foods Limited) 4 Licence to Underlet dated 23rd November 1992 made between Sydney and London Properties Limited (1) Newtime Food Products Limited (2) Premier Brands Limited (3) and Ryecroft Foods Limited (4) PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19TH NOVEMBER 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN AURELIA ROAD, CROYDON REFERENCE GMR/01-36556 [GRAPHIC OMITTED] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is One million three hundred and four thousand six hundred and eight pounds and ninety eight pence (L)1,304,608.98) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in this Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purposes of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE"). 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date. 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER'S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii)deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii)pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii)any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii)commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine [the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii)keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller (which consent will not be unreasonably withheld or delayed;) and (vii)account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease. 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii)notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii)keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion.(the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account - Bank: The Royal Bank of Scotland International Limited Royal Bank House, 71 Bath Street, St Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on later of - (i) the date on which the supply is made or deemed to be made for the purpose of VAT; and (ii) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller and the Buyer intend that the sale of the Property (the "TOGC PROPERTY") shall be the transfer of a business or part of a business as a going concern for the purposes of section 49 of the Value Added Tax Act 1994 and Article 5 of the VAT (Special Provisions) Order 1995 and as such shall be treated as neither a supply of goods nor a supply of services. 19.4 Notwithstanding the parties' intention referred to in sub-clause 19.3 if HM Customs and Excise ("CUSTOMS") either confirm that VAT is chargeable on the sale of the TOGC Property or issue an assessment in respect of VAT on such sale then the Buyer shall as soon as reasonably practicable upon receipt of a copy of such confirmation or assessment pay to the Seller the full amount of VAT chargeable in respect of the sale of the TOGC Property and the Seller shall on such payment date deliver to the Buyer a proper VAT invoice. 19.5 The Buyer shall indemnify the Seller against the full amount of all VAT interest and penalties claimed by Customs arising from any failure or delay in accounting for VAT in the event that the sale of the TOGC Property pursuant to this Agreement is determined by Customs to be a standard-rated supply for VAT purposes as a result of any breach by the Buyer of its undertakings as set out in sub-clause 19.7 of this Agreement. 19.6 The Buyer confirms that - (i) it will use reasonable endeavours to obtain registration for the purposes of VAT as soon as reasonably practicable after the Apportionment Date on the basis that it is a taxed person for VAT purposes; (ii) it is not party to this Agreement as trustee or nominee or agent for any other person; and (iii)it intends to use the TOGC Property after the Apportionment Date for the purposes of a letting business. 19.7 The Buyer undertakes - (i) to elect to waive exemption exercisable pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the TOGC Property (the "ELECTION") so that it shall have effect on or before the Apportionment Date; (ii) to give a valid notice of the Election (the "NOTICE") to Customs to take effect on a date no later than the Apportionment Date; (iii)to produce to the Seller before completion a solicitor's certified copy of the Election and of the written acknowledgement from Customs of the Notice (if received); (iv) not to revoke the Election; and (v) not to hold the benefit of this Agreement on trust nor to act as nominee or as agent for any other person in relation to this Agreement. 19.8 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.9 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.8 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii)overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii)all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii)in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and "or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii)if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii)indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement. 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES 1 Freehold land being 1 Ashtree Villas, Aurelia Road, registered with title absolute under title number SY41277, the freehold being 125 Aurelia Road, Croydon, Greater London, registered with title absolute under title number SGL183400 and freehold land known as 129 Aurelia Road, Croydon, registered with title absolute under title number SGL245802 (but excluding that part of 129 Aurelia Road transferred by a Transfer dated 9th July 2001 and made between (1) Wrep Islands Limited and (2) Mr Christopher Alan Walker) PART 2 LEASES 1 Unit 1: Lease dated 15th May 2000 made between WREP Islands Limited (1) and Apogel Corporation Limited (2). 2 Unit 2: Lease dated 22nd February 2000 made between WREP Islands Limited (1) and Carlsson Express Limited (2). 3 Unit 3: Lease dated 22nd August 1996 made between UCB Bank plc (1) Simon Carter Associates Limited (2). 4 Units 4 and 5: Lease dated 30th March 2000 made between WREP Islands Limited (1) and Dancesport International Limited (2). 5 Unit 6: Lease dated 20th August 1996 made between UCB Bank plc (1) Bridgewharf Investments Limited (2). 6 Unit 8: Lease dated 14th February 1992 made between Clive Ian Garrad (1) Houseman Limited (2) and Courtyard Maintenance Company Limited (3) and Deed of Variation dated 26th June 1998 made between Lotkeep Limited (1) and Houseman Limited (2). 7 Unit 9: Lease dated 14th February 1992 made between Clive Ian Garrad (1) Houseman Limited (2) and Courtyard Maintenance Company Limited (3) and Deed of Variation dated 26th June 1998 made between Lotkeep Limited (1) and Houseman Limited (2). 8 Unit 10: Lease dated 16th October 1996 made between UCB Bank plc (1) and Crystal Print Services Limited (2). PART 3 ANCILLARY LEASEHOLD DOCUMENTS None PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) Exhibit 2.1p DATED 19th november 2001 (1) WREP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE SALE AND PURCHASE OF A PROPERTY IN WARRINGTON REFERENCE GMR/01-36556 [GRAPHIC OMITTED] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS LIMITED (a company registered in the British Virgin Islands with registration number 280400) whose registered office is at Akara Building, 24 de Castro Street, Wickhams Cay, Road Town, Tortola, British Virgin Islands (the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is One million One hundred and thirty one thousand nine hundred and forty pounds and fifty pence (L1,131,940.15) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Richards Butler and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in this Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purpose of deduction of title to the Property were Richards Butler. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE"). 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date. 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER'S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii) deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date. 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii) keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller (which consent will not be unreasonably withheld or delayed;) and (vii) account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease. 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii) keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion.(the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account - Bank: The Royal Bank of Scotland International Limited Royal Bank House, 71 Bath Street, St Helier, Jersey Sort Code: 16-10-28 Account No: 50245654 Beneficiary: Whitmill Nominees Limited Re: C193 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on later of - (a) the date on which the supply is made or deemed to be made for the purpose of VAT; and (b) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller and the Buyer intend that the sale of the Property (the "TOGC PROPERTY") shall be the transfer of a business or part of a business as a going concern for the purposes of section 49 of the Value Added Tax Act 1994 and Article 5 of the VAT (Special Provisions) Order 1995 and as such shall be treated as neither a supply of goods nor a supply of services. 19.4 Notwithstanding the parties" intention referred to in sub-clause 19.3 if HM Customs and Excise ("CUSTOMS") either confirm that VAT is chargeable on the sale of the TOGC Property or issue an assessment in respect of VAT on such sale then the Buyer shall as soon as reasonably practicable upon receipt of a copy of such confirmation or assessment pay to the Seller the full amount of VAT chargeable in respect of the sale of the TOGC Property and the Seller shall on such payment date deliver to the Buyer a proper VAT invoice. 19.5 The Buyer shall indemnify the Seller against the full amount of all VAT interest and penalties claimed by Customs arising from any failure or delay in accounting for VAT in the event that the sale of the TOGC Property pursuant to this Agreement is determined by Customs to be a standard-rated supply for VAT purposes as a result of any breach by the Buyer of its undertakings as set out in sub-clause 19.7 of this Agreement. 19.6 The Buyer confirms that - (i) it will use reasonable endeavours to obtain registration for the purposes of VAT as soon as reasonably practicable after the Apportionment Date on the basis that it is a taxed person for VAT purposes; (ii) it is not party to this Agreement as trustee or nominee or agent for any other person; and (iii) it intends to use the TOGC Property after the Apportionment Date for the purposes of a letting business. 19.7 The Buyer undertakes - (i) to elect to waive exemption exercisable pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the TOGC Property (the "ELECTION") so that it shall have effect on or before the Apportionment Date; (ii) to give a valid notice of the Election (the "NOTICE") to Customs to take effect on a date no later than the Apportionment Date; (iii) to produce to the Seller before completion a solicitor's certified copy of the Election and of the written acknowledgement from Customs of the Notice (if received); (iv) not to revoke the Election; and (v) not to hold the benefit of this Agreement on trust nor to act as nominee or as agent for any other person in relation to this Agreement. 19.8 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.9 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.8 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii) overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii) all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii) in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and "or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii) if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). 29.2 Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES Freehold land being land and buildings on the south side of Manchester Road, Woolston registered at HM Land Registry with title absolute under title numbers CH106995 and CH36572773 PART 2 LEASES Lease dated 10th April 1994 made between Lancaster Holdings Limited (1) Elwell Scaffolding Limited (2) and Elwell Scaffolding Sales Limited (3) PART 3 ANCILLARY LEASEHOLD DOCUMENTS None PART 4 OTHER DOCUMENTS None SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) DATED 19TH NOVEMBER 2001 (1) WREP ISLANDS UGAP LIMITED AND BEP ISLANDS LIMITED (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP AGREEMENT FOR THE PROPERTIES IN CREWE REFERENCE GMR/01-36556 [GRAPHIC OMITTED] RICHARDS BUTLER INTERNATIONAL LAW FIRM AGREEMENT dated 19th November 2001 BETWEEN: (1) WREP ISLANDS UGAP LIMITED (company number 72552) and BEP ISLANDS LIMITED (company number 72551) (both being companies registered in Jersey) both of whose administrative office is at Le Quesne Chambers, 9 Burrard Street, St. Helier, Jersey JE2 4WS (together the "SELLER") (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry Street, London EC2R 8DN (the "BUYER") 1 SALE OF THE PROPERTY The Seller will sell and the Buyer will buy the freehold property described in Part 1 of the Schedule (the "PROPERTY"). 2 PURCHASE PRICE The price for the Property is One million, five hundred and seventy thousand pounds (L1,570,000) (the "PRICE") which shall be paid to the Seller on the Apportionment Date. 3 DEPOSIT No deposit is payable on the date hereof or otherwise. 4 COMPLETION 4.1 Completion of the sale and purchase of the Property shall take place on such date or dates as shall be notified by the Buyer to the Seller pursuant to clause 4.2 of this Contract or (if earlier) 31st December 2011 (the "COMPLETION DATE") at the offices of the Seller's solicitor or such other place as it may reasonably require. 4.2 The Buyer shall be entitled to serve written notice (or notices) on the Seller stipulating a date (not less than 14 days after the date of service of the relevant notice) for completion of the sale and purchase of the Property (or any of the properties making up the Property specified in the notice (being a date earlier than that stated in clause 4.1 of this contract). Whereupon the Completion Date for the Property or properties specified in any such notice shall be the date stated in the relevant notice. 4.3 In this Contract reference to Completion shall mean completion of the sale and purchase of the relevant property being one or all of the properties comprising the Property. 5 TITLE 5.1 Title to the Property has been deduced to the Buyer by way of a Report on Title (the "REPORT") prepared by Cadwalader, Wickersham & Taft and dated the date hereof prior to the date of this Agreement and the Buyer will not raise any objection to or requisition on such title other than in relation to matters not disclosed in the Reports on Title or revealed by Land Registry Searches (or other pre-completion searches) carried out after the date of exchange of this Agreement. 5.2 The Buyer has been provided with of the Report and shall be deemed to purchase with full knowledge of the content of the Reports. 5.3 The Property is sold subject to - (a) the matters contained or referred to in registers of the title numbers referred to in Part 1 of each of the Schedules (the "REGISTERED TITLES") and filed plans; (b) the leases and occupational licences listed in Part 2 of each of the Schedules (the "LEASES"); (c) the documents ancillary to the relevant Leases listed in Part 3 of each of the Schedules (the "ANCILLARY DOCUMENTS"); and (d) the documents listed in Part 4 of each of the Schedules (the "DOCUMENTS"). 5.4 Having received the Report the Buyer is deemed to purchase with full knowledge of the terms of the Registered Titles, Leases, Ancillary Documents and the Documents and will not raise any objection to or requisition on them other than in respect of any matters contained in such documents and not disclosed in the Report. 5.5 The Seller shall not in any way whatsoever (whether through act or neglect) materially fetter the legal title to the Property or create or permit the creation of any encumbrance or restriction which in any way materially affects the legal title to the Property. 5.6 The Buyer acknowledges that its solicitors for the purpose of deduction of title to the Property were Cadwalader, Wickersham & Taft. 6 INCOME AND APPORTIONMENTS GENERALLY 6.1 Income and outgoings of the Property are to be apportioned according to the period for which they are respectively payable. 6.2 Apportionment of income and outgoings (except where expressly provided otherwise) shall on the date hereof be made from the date hereof (or such other date as shall be expressly stipulated in this contract) (the "APPORTIONMENT DATE") 6.3 VAT payable on income shall not be apportioned PROVIDED that the Buyer shall issue invoices in respect of VAT as regards income of the Property which becomes due and payable after the Apportionment Date 6.4 The Seller shall as soon as reasonably practicable give to the Buyer a statement of income and outgoings (except for interim service charge contributions which are dealt with under clause 8) which are to be apportioned (the "STATEMENT"). 6.5 The Statement shall - (i) include details of income (including any interest) due up to the date hereof but not yet paid (whether or not formally demanded) (the "ARREARS") from any tenant pursuant to a Lease and/or any other person who has the use and enjoyment of any part of the Property (the "OCCUPIER"); and (ii) specify the proportion of the Arrears due to the Seller (the "SELLER'S ARREARS"). 7 ARREARS 7.1 (Except where expressly provided otherwise) neither party shall be obliged to account to the other with payment of any Arrears due to that party until monies in respect of those Arrears have actually been received by the paying party in cleared funds. 7.2 The Buyer will - (i) as soon as practicable use all reasonable endeavours to recover the Seller's Arrears; and (ii) keep the Seller fully informed of all action it takes in complying with its obligation in paragraph (a) of this clause 7.2. 7.3 All sums received by the Buyer from an Occupier shall be first applied in discharging that part of the Seller's Arrears (if any) due from that Occupier. 7.4 Subject to clause 7.1 and 7.3 the Buyer will pay to the Seller all Seller's Arrears within five days after receipt of such monies from (or on behalf of) the relevant Occupier. 7.5 To enable the Buyer to comply with its obligation in clause 7.2(a) (and subject to the obligations of the Buyer in clause 7.6(b)) the Seller will at the request of the Buyer execute any necessary assignment (in a form approved by the Seller) of the right to recover the relevant part of the Seller's Arrears pursuant to section 23 of the Landlord and Tenant Covenants Act 1995. 7.6 The Buyer will at the request and cost of the Seller - (i) (where appropriate) give directions in writing to an Occupier to pay to the Seller such sum as represents that part of the Seller's Arrears owed by that Occupier; (ii) assign or reassign (as the case may be) to the Seller (in writing and in such form as the Seller shall reasonably require) the right to recover the Seller's Arrears; (iii) deliver to the Seller within five days of written request the original counterpart of any Lease and/or other necessary document (on loan) for the purpose of taking action to recover the Seller's Arrears; and (iv) promptly notify the Seller of and permit the Seller to join in any action claim or proceedings the Buyer may take for the recovery of any Arrears. 8 SERVICE CHARGE 8.1 The Seller shall as soon as reasonably practicable after the Apportionment Date give to the Buyer a statement (the "SERVICE CHARGE STATEMENT") in respect of each Lease (the "RELEVANT LEASE") of that part of the Property (as is appropriate) (the "RELEVANT PROPERTY") for the period in which final service charge accounts have not been prepared in accordance with the Relevant Leases of - (i) all outgoings and expenditure incurred by the Seller (the "OUTGOINGS") in respect of the maintenance repair and management of each Relevant Property (including any VAT paid or payable by the Seller (as landlord) and which the Seller is unable to recover or obtain credit for in its accounting with HM Customs and Excise) which the Seller is entitled to lay out and recover from the tenants pursuant to the Relevant Leases; and (ii) (subject to clause 8.2) all monies received by way of advance payment from the Occupiers under their Relevant Lease in respect of the Seller's rights or obligation to maintain repair and manage the Relevant Property (the "ADVANCE PAYMENTS"). 8.2 The calculation of Advance Payments shall exclude any monies paid by an Occupier under the Relevant Lease as - (i) a contribution to a sinking or reserve fund; and (ii) reimbursement of the costs paid or payable by the Seller (as landlord) for its insurance of the Relevant Property. 8.3 In respect of each Relevant Property - (i) if the Advance Payments exceed the Outgoings the difference shall be paid by the Seller to the Buyer; or (ii) if the Outgoings exceed the Advance Payments (credit being given to the Buyer for the sum of any Outgoings which are not recoverable by reason of there being unlet parts of the Relevant Property or no right (or less than a full right) of recovery from an Occupier of the Relevant Property (the "IRRECOVERABLE EXPENSES") the difference shall be paid by the Buyer to the Seller. 8.4 Monies due under clauses 8.3 or 8.4 shall be paid within five days after the relevant Service Charge Statement has been given to the Buyer. 8.5 The Seller will - (i) on the Apportionment Date give to the Buyer an account for each Relevant Property of all sinking or reserve funds (which have not at that time been utilised) with accrued interest (if any) received from an the Occupiers for the depreciation or replacement of plant machinery or apparatus on the Relevant Property or for recurring items of repair and maintenance of the Relevant Property (the "FUND"); and (ii) on the Apportionment Date transfer the Fund (less tax for which the Seller is accountable in law) to the Buyer. 8.6 The transfer of the Fund pursuant to clause 8.5(b) is subject to any trusts or other obligations (the "TRUSTS") which attach to the holders of sinking or reserve fund. 8.7 The Buyer will from the date of transfer of the Fund perform the obligations of the Seller under the Trusts applicable to it. 9 INSURANCE 9.1 The Seller will procure that the Buyer's interest is noted on the Seller's policies of insurance of the Property from time to time (the "POLICIES" and "POLICY" shall be construed accordingly) and that the Buyer's mortgagee is a joint insured. 9.2 The Seller will maintain the Policies in accordance with any obligation on it as Landlord under the Leases. 9.3 The Seller will as soon as practicable after being requested to do so in writing by the Buyer - (i) cancel terminate (so far as it is lawfully able to do so) the Policies (the date of such cancellation being the "CANCELLATION DATE"); (ii) request a refund from the insurer of the premia paid by the Seller; and (iii) pay such part of the premia refunded by the insurer which is attributable to the contributions paid by the Occupier under their respective Leases to the Buyer within five days after receipt and the Buyer shall pay or give credit for it to the relevant Occupier. 9.4 The Seller gives no express or implied warranty that the risks and sums insured under the Policies are adequate or sufficient. 9.5 The Seller shall have no liability to the Buyer where any Policies become void or voidable by the relevant insurers (other than when this arises as a result of the act or neglect of the Seller or anyone under the Seller's control). 9.6 The Seller will not be responsible for and the Buyer will not be entitled to any damages or compensation or to rescind this Agreement as a result of - (i) any deterioration in the state or condition of the Property; or (ii) any loss or damage to it; or (iii) any occupation of the Property or any part of it being taken by a third party after the date of this Agreement unless this is directly caused by the Seller's own actions or the default or neglect of the Seller. 9.7 If the Property is damaged by a risk which is insured under the Policy before the Cancellation Date then subject to the terms of the relevant leases - (a) the Seller shall at the direction of the Buyer either lay out any insurance monies received in reinstating such damage or hold any insurance monies on trust for the Buyer subject at all times to the provisions of the Leases; and (b) to the extent the insurance monies have not been received the Seller shall hold the benefit of any claim under the Policy on trust for the Buyer. 10 REPAIR AND SECURITY 10.1 Subject to the terms of the Leases the Buyer may at any time after the Apportionment Date enter onto the Property in order to carry out such works as the Buyer considers necessary to put or keep the Property or part of it in good and substantial repair or to put it into a state which would improve the prospects of leasing the relevant part or the terms upon which it could be let. 10.2 If entry pursuant to clause 10.1 is prior to the Cancellation Date then the Buyer shall first give the Seller reasonable prior notice and comply with the requirements of the Seller's insurers. 10.3 (a) The Seller shall at the Buyer's cost - (i) keep the Property secure; and (ii) upon becoming aware of any illegal occupiers to take all reasonable steps (including proceedings) to eject them from the Property. (b) The provisions of this clause shall not oblige the Seller (unless requested by the Buyer and at the Buyer's cost) to - (i) implement any new security arrangements or install any new equipment; or (ii) incur expenditure otherwise than in respect of reasonable professional fees; or (iii) commence or pursue any appeal. (c) In respect of any part of the Property which is tenanted from time to time the provisions of this clause 10.3 shall only apply to the extent that the Seller can procure compliance by the tenants under the Leases and the Seller shall use all endeavours to procure compliance with such provisions (at the cost of the Buyer). 10.4 (a) The Buyer shall not be entitled to delay or refuse to complete the transfers of the legal titles to the Property by reason of any breach or alleged breach of this clause. (b) The Buyer agrees that it has entered into this Agreement on the basis of its survey of the Property and agrees that the Seller shall have no liability arising out of any disrepair of the Property including the repair and condition of the Property between the date of this Agreement and the date of actual completion. 11 MANAGEMENT 11.1 From the Apportionment Date, and at the Buyer's cost the Seller - (i) shall manage the Property as directed by the Buyer; and (ii) shall at the direction of the Buyer (which approval will not (subject to clauses 11.3 and 11.4) be unreasonably withheld or delayed) negotiate and complete leases and licences rent reviews and any other deeds and documents pursuant to any of the Leases or surrenders or variations of any such Leases. 11.2 The Seller will keep the Buyer informed of all action it takes pursuant to clause 11.1. 11.3 The Buyer will not withhold or delay any direction or consent where to do so would cause the Seller to be in breach of its statutory or other lawful obligations. 11.4 If the Buyer does not respond within five days of a request made by the Seller pursuant to clause 11.1 (b) the Buyer will be deemed to have given its approval. 11.5 The Buyer shall be entitled to market the Property or part of the Property for sale or letting shall be entitled to negotiate new lettings or occupational licences and surrenders or variations of leases or licences ("LETTING TRANSACTIONS"). The Seller shall not oppose and shall promptly do all such things or execute all such documents as shall be necessary to give effect to any such Letting Transactions PROVIDED that the Buyer shall indemnify the Seller against all reasonable and proper costs expenses and liability incurred in so doing. 12 RENT REVIEW 12.1 The Seller shall upon request by and at the cost of the Buyer commence and/or continue with (whether by agreement or third party determination) the review of rent pursuant to the Lease which is due for review from a date prior to the Apportionment Date (the "EXISTING REVIEW") or which becomes due for review after the Apportionment Date 12.2 The Seller will not agree the amount of any rent payable from the date of review (which in the case of an Existing Review shall be called "NEW RENT") without the consent of the Buyer. 12.3 On and following the date of transfer of legal title to the Properties the Buyer will - (i) commence (where appropriate) and/or continue with an Existing Review; (ii) use all reasonable endeavours (subject to paragraph (e) of this clause 12.3) as soon as practicable to agree or require a third party to determine [the amount of any rent payable from a date of review under a Lease the New Rent to the highest rent achievable in the circumstances in accordance with the relevant Lease; (iii) keep the Seller informed of the progress of the negotiations and any proceedings for determination of the New Rent; (iv) have regard to any reasonable recommendations made by the Seller in relation to the negotiations or proceeding for determination of the New Rent; (v) notify the Seller of the amount of the New Rent within ten days after it has been agreed or determined; (vi) not agree to the amount of any New Rent without the prior written consent of the Seller( which consent will not be unreasonably withheld or delayed;) and (vii) account to the Seller within ten days after receipt by the Buyer of the New Rent for the amount (if any) by which the New Rent exceeds the rent previously payable by the tenant from the date of Review under the relevant Lease up to the date of this Agreement together with interest (if any) payable by the relevant tenant pursuant to that Lease. 13 LEASE RENEWAL 13.1 In respect of any pending application to the court by the Seller (the "PROCEEDINGS") for the determination of an interim rent and the grant of a new lease which are currently pending (and subject to the Buyer indemnifying the Seller in respect of all costs and expenses reasonably and properly incurred in complying with the terms of this clause) the Seller will at the Buyer's cost - (i) use reasonable endeavours to act upon all reasonable directions of the Buyer to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (ii) keep the Buyer fully informed of the progress of the Proceedings and have regard to any representation made by the Buyer; (iii) notify the Buyer of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (iv) account to the Buyer within five days after receipt by the Seller from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period commencing on the date hereof; and (v) not agree the terms of or rent reserved by the new lease or the amount of any interim rent without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 13.2 The Buyer will give all reasonably necessary assistance and information to enable the Seller to comply with its obligations in clause 13.1. 13.3 In respect of any proceedings pending at the date of the transfer of the legal titles to the Property the Buyer will - (i) immediately following that date substitute itself as a party to the Proceedings in place of the Seller; (ii) use reasonable endeavours to agree or procure the determination or resolution of the Proceedings at the best rent reasonably obtained in the circumstances; (iii) keep the Seller fully informed of the progress of the Proceedings and have regard to any representation made by the Seller; (iv) notify the Seller of the amount of the interim rent and the rent reserved by the new lease within five days after it has been agreed or determined; (v) account to the Seller within five days after receipt by the Buyer from the relevant tenant for the amount (if any) by which the interim rent and/or new rent exceed the rent previously payable by the tenant under the relevant Lease attributable to the period ending on the Apportionment Date. 13.4 The Seller will at the Buyer's cost give all reasonably necessary assistance and information to enable the Buyer to comply with its obligations in clause 13.3. 13.5 If the Buyer refuses to give its approval to a request or gives its approval subject to conditions the Buyer will at the same time as it notifies the Seller of this give its reasons for that decision. 14 TRANSFER AND COVENANTS FOR TITLE 14.1 The transfer of the Property to the Buyer shall be in the form agreed between the Seller and the Buyer (acting reasonably) and shall comply with the requirements of HM Land Registry (which contain provision for the covenants for title to be given by the Seller (if any)) and shall contain an indemnity satisfactory in form and substance to the Seller (acting reasonably) in respect of any Seller's liabilities under the Leases and/or disclosed in the Report which will continue after completion.(the "TRANSFERS"). 14.2 The Transfers shall (except where the Seller expressly waives this requirement) be executed in duplicate and one part of each shall (as soon as reasonably practicable) be denoted by the Buyer at its own cost and (without delay) delivered to the Seller. 15 AGREEMENTS ETC 15.1 The Seller shall if and when requested by the Buyer (and so far as it is able to) assign to the Buyer the benefit of (or of appropriate use all reasonable endeavours to have novated in favour of the Buyer) all collateral warranties, guarantees, rent deposits, deposits, agreements and other documents benefiting the Property and specified by the Buyer in its request PROVIDED THAT where such an assignment requires the consent of a third party the Seller shall use all reasonable endeavours to obtain such consent. 16 INDEMNITY The Buyer will indemnify the Seller for all costs damages and expenses incurred by the Seller as a result of any default by the Buyer in complying with its obligations contained in clauses 8.7 and 11.3. 17 INTEREST Interest shall be paid on any monies due to be paid by either party under the terms of this Agreement at the contract rate from the date on which they should have been paid to the date of payment. 18 METHOD OF PAYMENT All monies due pursuant to the terms of this Agreement shall be paid by direct credit transfer for the credit of the following account number Bank: The Royal Bank of Scotland International Limited, Royal Bank House, 71 Bath Street, St. Helier, Jersey Sort Code: 16-10-28 Account No: 50245662 Beneficiary: Whitmill Nominees Limited Re: C208 or any other account as the Seller's solicitor shall specify. 19 VAT 19.1 The consideration for any supply made pursuant to or in connection with the terms of this Agreement is exclusive of VAT. 19.2 The party to whom a supply is made shall pay any VAT which is due on the later of - (a) the date on which the supply is made or deemed to be made for the purpose of VAT and (b) the date on which a valid VAT invoice is received in respect of the supply. 19.3 The Seller warrants to the Buyer that neither it nor any relevant associate (as defined in paragraph 3(7) of Schedule 10 to the Value Added Tax Act 1994) has made an election to waive exemption to VAT pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to the Property and undertakes that neither it nor any such associate shall make such an election. 19.4 Unless Customs otherwise directs the Seller shall deliver to the Buyer on the Apportionment Date all records relating to the Property which under paragraph 6 of Schedule 11 to the Value Added Tax Act 1994 are required to be preserved for any period after completion (the "VAT RECORDS"). 19.5 The Buyer shall maintain any VAT Records delivered to it pursuant to sub-clause 19.4 in good condition in a safe place for 6 years (or such other longer period as shall for time to time required by Statute) from the Apportionment Date and during such period shall make the VAT Records available for inspection by the Seller at all reasonable times upon prior appointment and shall provide copies of the VAT Records at the Seller's reasonable request provided the Seller pays reasonable photocopying costs. 20 ENCUMBRANCES The Property is sold subject to - (i) all matters registered or registrable by any local or other competent authority and any other requirement (including any charge notice order or proposal) of any local or other competent authority acting by statutory authority or by Royal Charter; (ii) all matters affecting the Property which are disclosed or capable of discovery by searches or enquiries made of any person or local or other competent authority or statutory body or by inspection or survey and whether or not such searches or enquiries inspection or survey have in fact been made by or on behalf of the Buyer; (iii) overriding interests (as defined in section 70 of the Land Registration Act 1925) affecting the Property; (iv) all matters contained or referred to in the property proprietorship and charges registers of the Registered Titles (other than charges to secure the repayment of money); (v) all matters contained or referred to in the Leases (including any interests deriving from the Leases and any deeds or documents entered into by the Seller pursuant to clause 11); (vi) all matters contained or referred to in the Ancillary Documents; (vii) all matters contained or referred to in the Documents. 21 ACKNOWLEDGEMENT The Buyer acknowledges that - (i) this Agreement and constitutes the entire agreement and supersedes any previous agreement between the parties relating to the subject matter of this Agreement; (ii) it has not entered into this Agreement in reliance on any statement or representation made by or on behalf of the Seller other than in respect of the Reports on Title and such reliance as may be placed on written replies given by the Seller's solicitor to any written enquiries raised by the Buyer's solicitor prior to the date of this Agreement. 22 STANDARD CONDITIONS 22.1 The Standard Commercial Property Conditions (1st Edition) (the "STANDARD CONDITIONS") as amended by clauses 20.2 and 20.3 shall be incorporated into this Agreement insofar as they are not varied by or inconsistent with the other terms expressly set out in this Agreement. 22.2 Standard Conditions 1.5, 2.2, 2.3, 3.2.1, 3.4, 4.1, 4.3.2, 4.5.5, 5.1.1, 5.2.2(c), 5.2.4, 6.3, 6.8.4 and 8.2 shall not apply. 22.3 The Standard Conditions shall be varied as follows - (i) in Standard Condition 1.1.1(a), sub-paragraphs (i) and (ii) shall be deleted and the words "the interest actually earned on money less any proper charges for handling the money" shall be inserted; (ii) in Standard Condition 1.1.1(d), the contract rate shall be 4% per annum above the base rate current from time to time of Lloyds TSB Bank Plc; (iii) in Standard Condition 5.2.2(f), the words "nor change its use and is to indemnify the seller against all liability arising as a result of any breach of such obligation" shall be added at the end; (iv) in Standard Condition 6.1.2, "12 noon" shall be substituted for "2p.m."; (v) in Standard Condition 6.8.2(b) the words "or if the seller supplies reasonable evidence to the buyer that the property will be otherwise released from all such mortgages on completion" will be added at the end; (vi) in Standard Condition 7.1.1, the words "or in negotiations leading to it" and "or was" shall be deleted; 23 NOTICES 23.1 Any notice to be given under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post telex or fax to the party due to receive the notice at its address set out in this Agreement or the address of its solicitor or such other address as may previously (by written notice) have been specified by such party. 23.2 A notice may be given by either party's solicitor provided that it conforms with the provisions in clause 23.1. 23.3 In the absence of evidence of earlier receipt a notice is deemed received - (i) if delivered personally when left at the address referred to in clause 23.1; (ii) if sent by mail two working days after posting it; (iii) if sent by telex when the proper answerback is received; (iv) if sent by fax on completion of its transmission. 23.4 In the case of a notice given pursuant to paragraphs (a) (c) or (d) of clause 23.3 where this occurs after 5.00pm on a working day or on a day which is not a working day the date of service shall be deemed to be the next working day. 24 ASSIGNMENT OF MAINTENANCE CONTRACTS 24.1 The Seller will deduce to the Buyer all contracts relating to the provision of services to the Property (the "CONTRACTS" and "CONTRACT" means any of them as the case may require) and will cancel the Contracts with effect from the Apportionment Date except to the extent that the Buyer notifies the Seller 20 days after the Apportionment Date that it wishes to maintain any of them. 24.2 In respect of any Contracts which are assignable (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) the Seller will assign the benefit of those Contracts to the Buyer in such form as the Seller requires subject to the Buyer - (i) undertaking to comply with the provisions of the relevant Contracts; (ii) giving notice of the assignment to the supplier of the services under the relevant Contract (the "SUPPLIER"); and (iii) indemnifying the Seller against liability for future breach of the obligations to the Supplier; and (iv) indemnifying the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Appointment Date. 24.3 In respect of any Contract which is not capable of assignment or requires consent to the assignment from the Supplier (and where the Buyer has notified the Seller of its desire to maintain those Contracts under clause 24.1) - (a) the Seller will maintain the relevant Contracts for the benefit of the Buyer for so long as is necessary to ascertain whether the Supplier is prepared to permit an assignment of or novate the relevant Contract and use reasonable endeavours to obtain consent to assign the Contract or procure a novation from the Buyer; and (b) the Buyer will - (i) take up any new contract with the Supplier within 5 days of request by the Seller (and if to Buyer fails to do so (time being of the essence) the Seller may at any time cancel the relevant original Contract; (ii) indemnify the Seller on demand against all liability for the cost of maintaining the Contract during the period from the Apportionment Date; and (iii) pay to the Seller on demand the cost of any novation. 24.4 The Seller may at any time cancel any Contract which is not capable of assignment and the Supplier is unwilling to permit an assignment or agree a novation of that Contract. 25 LANDLORD'S RELEASE 25.1 In relation to any Lease which is a new tenancy for the purpose of the Landlord and Tenant (Covenants) Act 1995 (the "1995 ACT") the Seller will inform the Buyer if it is released from its continuing liability as former landlord under the relevant Lease pursuant to sections 6 and 8 of the 1995 Act. 25.2 Unless and until the Buyer receives a notice pursuant to clause 24.1 the Buyer will - (i) prior to completion of any sale of the property by the Buyer provide the Seller with sufficient details to enable the Seller to serve a notice pursuant to sections 7 and 8 of the 1995 Act; and (ii) provide such information as the Seller may require to satisfy any of the tenants holding under the relevant Lease that a release requested by the Seller is reasonable. 26 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 For the purposes of the Contracts (Rights of Third Parties) Act 1999 nothing in this Agreement shall confer or purport to confer on any third party any benefit or the right to enforce any term of this Agreement. 27 INTERPRETATION 27.1 Unless the context otherwise requires - (i) words importing one gender shall be construed as importing any other gender; (ii) the singular includes the plural and vice versa; (iii) words importing persons shall include firms companies and corporations and vice versa; (iv) where any party comprises two or more persons any obligation on the part of that party shall be deemed to be joint and several obligations; (v) references to the Property mean the whole or any part of the Property as the context requires; (vi) references to a clause or schedule or appendix shall be construed as a reference to the relevant clause of or schedule or appendix to this Agreement; and (vii) references to any enactment (whether generally or specifically) shall be construed as a reference to that enactment as amended re-enacted or applied by or under any other enactment and shall include all instruments orders plans regulations and permissions and directions made or issued pursuant to or deriving validity from them; (viii) reference to Buyer shall include any person or body to whom the Seller shall have assigned the benefit of this Agreement in so far as or relates to a Property; (b) References to "LEASE" and "ANCILLARY DOCUMENTS" shall include any such documents completed after the date hereof which have been completed in compliance with the terms of this Agreement. 27.2 The headings are for ease of reference only and shall not affect the interpretation of this Agreement 28 GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by, construed in all respects and take effect in accordance with English law. 28.2 The court of England shall have exclusive jurisdiction to hear and decide any suit action or proceedings and to settle any dispute which may arise out of or in any way in connection with this Agreement and for these purposes each party irrevocably submits to the jurisdiction of the courts of England. 29 RENT RETENTION (a) The Buyer may withhold from the price payable to the Seller pursuant to this Agreement the sum of Fifty thousand pounds (L50,000) (the "RETENTION") which sum shall be held by the Buyer's Solicitors in its client account. (b) During the period from the date of this Agreement to 31st November 2002 (the "PERIOD") the Buyer shall use reasonable endeavours to let the Property (either as a whole or in parts) on the best commercial terms and at the best rent or occupational fee reasonably achievable (without taking a fine or premium) throughout the Period (the "BEST TERMS"). (c) The Buyer shall forthwith on the expiry of the Period notify Buyer of the amount of rent and occupational fees receivable by the Buyer during the Period (the "ACTUAL RENT") and of the sum being held by the Buyer's Solicitors by way of interest accrued on the Retention during the Period (the "INTEREST") and the Seller shall (if the Actual Rent is at a rate less than L185,000 per annum) then forthwith pay to the Buyer a sum equal to the difference between the Actual Rent and the rent that would have been receivable during the Period if the Property had been let throughout the Period at a rent of L185,000 per annum (the "HYPOTHETICAL RENT") but deducting the amount of the Retention and Interest and the Retention and Interest shall belong to and be released to the Buyer. (d) If at the end of the Period it transpires that the Actual Rent is greater than or equal to the Hypothetical Rent then the Buyer shall procure that the Retention and the Interest are paid forthwith to the Seller. (e) If at any time (the "RELEVANT TIME") during the period the Property or part of it is unlet or let otherwise than on the Best Terms then when calculating the Actual Rent for the Relevant Time the income to be taken into account shall be such as would have been generated had the terms of clause 29(c) been fully observed and performed. 30 INDEMNITY The Buyer shall indemnify the Seller within 10 working days of written demand against - (a) Any loss liability costs or expenditure incurred or suffered by the Seller after the date of this Agreement which arises from compliance by the Seller with any statutory obligation or requirement of any competent authority relating to the Property. (b) The proper professional costs of applying for a Consent (if applicable). (c) Any loss liability costs or expenditure incurred or suffered by the Seller as a consequence of the Buyer exercising its rights pursuant to clause 10.1 hereof or the Seller complying with clauses 10.2, 10.2, 11, 12 and 13 hereof other than where any such loss liability cost or expenditure arises as a result of the act neglect or default of the Seller. THE SCHEDULE PART 1 DESCRIPTION OF PROPERTIES 1 Breeden House, 245-265 (odd) Edleston, Crewe ("BREEDEN HOUSE") and Regency Court, 34-38 (even) High Street, Crewe ("REGENCY COURT"), registered under title number CH221785; 2 30 High Street, Crewe registered under title number CH461621; 3 32 High Street, Crewe registered under title number CH63089; and 4 such right and title as the Vendors may have to two parcels of unregistered land and a right of way as described in three statutory declarations made by Mr. Leslie Ashcroft on 4th September 2000. PART 2 LEASES 1 Lease dated 14 March 1990 made between (1) WS Adamson (Investments) Ltd and (2) Abul Bashor in respect of 247 Edleston Road 2 Lease dated 6 June 1978 made between (1) Martin Middleton Property Ltd and (2) Comet Radiovision Services in respect of 249/251 Edleston Road 3 Lease dated 9 December 1994 made between (1) R M Middleton and (2) Hill House Hammond in respect of 253-255 Edleston Road 4 Lease dated 5 September 1991 made between (1) WREP Islands and (2) Mrs L Croxton in respect of 259 Edleston Road 5 Lease dated 24 June 1999 made between (1) R M Middleton and (2) Mrs C Hull t/a The Style Counsel in respect of 261 Edleston Road 6 Lease dated 7 July 1999 made between (1) R M Middleton and (2) The Railway Children Trust in respect of Rooms 1 and 2 First Floor 7 Lease dated 25 March 2000 made between (1) R M Middleton and (2) Keith Norman Billington t/a Glendale Mortgage in respect of Room 7 First Floor Breeden House 8 Lease made between (1) R M Middleton and (2) Kenneth Ellison Binks in respect of Rooms 9/11 First Floor Breeden House 9 Lease dated 7 December 1998 made between (1) R M Middleton and (2) Provident Financial Plc in respect of Rooms 6, 8 and 10 First Floor Breeden House 10 Lease dated 2 July 2001 made between (1) UGAP and (2) Provident Financial Plc in respect of Room 12 First Floor 11 Lease made between (1) R M Middleton and (2) Merseyside and Cheshire Alcohol Services in respect of Room 15 First Floor 12 Counterpart Lease made between 4 December 1997 made between (1) R M Middleton and (2) Merseyside and Cheshire Alcohol Services in respect of Rooms 17, 18 and 19 First Floor Breeden House 13 Unexamined copy Licence Agreement made between (1) R M Middleton and (2) Merseyside and Cheshire Alcohol Services 14 Counterpart Lease dated 24 June 1999 made between (1) R M Middleton and (2) Kelvin Ford in respect of Rooms 14 and 16 First Floor Breeden House 15 Counterpart Lease dated 16 April 1999 made between (1) R M Middleton and (2) Mid Cheshire Hospitals National Health Service Trust in respect of Suites 1 and 2 Breeden House Annex 16 Counterpart Lease made between (1) R M Middleton and (2) Horse Race Totalisator Board in respect of Suite 3 Breeden House Annex 17 Counterpart Lease dated [ ] made between (1) WREP Islands UGAP Ltd and (2) Momentum Training in respect of Rooms 5 & 7 second floor Breeden House 18 Counterpart Lease dated 17 June 1999 made between (1) R M Middleton and (2) Preston College in respect of Suites 11-21 inclusive Breeden House Second Floor 19 Counterpart Lease dated 25 March 2001 made between (1) WREP Islands UGAP Ltd and (2) Russell Nuckley in respect of 30 High Street 20 Counterpart Lease dated 24 March 2000 made between (1) R M Middleton and (2) Crewe Furniture Centre Ltd in respect of 38 High Street 21 Counterpart Lease dated 25 December 1998 made between (1) R M Middleton and (2) S Beech Ltd in respect of 40/44/46/48 High Street 22 Counterpart Lease dated 4 December 1998 made between (1) R M Middleton and (2) Newsquest (Cheshire/Merseyside) Ltd in respect of 42 High Street and Suite 1C 23 Counterpart Lease dated 20 December 1999 made between (1) R M Middleton and (2) Complementary Care Services in respect of Suite 1A First Floor Regency Court 24 Counterpart Lease dated 18 September 1998 made between (1) R M Middleton and (2) Spring General Services Plc in respect of Suite 1A2 First Floor Regency Court 25 Counterpart Lease dated 30 April 1999 made between (1) R M Middleton and (2) Provident Financial Plc in respect of Suite 1 (Unit 2a) Second Floor Regency Court 26 Counterpart Lease dated 29 September 1999 made between (1) R M Middleton and (2) Advance Personnel Ltd in respect of Suites 1B and 1D (1E/C) First Floor Regency Court 27 Counterpart Lease dated 24 December 1999 made between (1) R M Middleton and (2) Satec Ltd in respect of Suites 2B and 2C Second Floor Regency Court 28 Counterpart Lease dated [ ] 2001 made between (1) WREP Islands UGAP Limited and (2) JJUK Limited in respect of 245 Eddleston Road. PART 3 ANCILLARY LEASEHOLD DOCUMENTS Car Park Licences in respect of nine (9) car parking spaces yielding (pound)200 per annum per space. PART 4 OTHER DOCUMENTS Three statutory declarations dated 4th September 2000 made by Leslie Ashcroft. SIGNED by Donovan Gijsbertus Wijsmuller ) (authorised signatory) for and on behalf ) of WREP Islands Limited ) SIGNED by Valerie Ellen Huxley ) (authorised signatory) for and on behalf ) of BEP Islands Limited ) SIGNED by John Daly, Director of Anglo ) Equity Limited (General Partner of the ) Buyer) for and on behalf of the Buyer ) EX-2.2 4 a2065038zex-2_2.txt EXHIBIT 2.2 Exhibit 2.2 DATED 19 November 2001 - -------------------------------------------------------------------------------- WREP ISLANDS LIMITED - and - WREP ISLANDS UGAP LIMITED - and - BEP ISLANDS LIMITED - and - THE ANGLO AGGMORE LIMITED PARTNERSHIP - and - FOG CUTTER CAPITAL GROUP INC and FOG CAP L.P. - -------------------------------------------------------------------------------- DEED OF TRUST - -------------------------------------------------------------------------------- THIS TRUST DEED is made this 19th day of November 2001 BETWEEN: (1) WREP ISLANDS LIMITED a company incorporated in the British Virgin Islands under company registration number 280400 whose registered office is at Akara Building, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands and WREP ISLANDS UGAP LIMITED a company incorporated in Jersey under company registration number 72552 and whose registered office is at Le Quesne Chambers, 9 Burrard Street, St Helier, Jersey JE2 4WS and BEP ISLANDS LIMITED a company incorporated in Jersey under company registration number 72551 and whose registered office is at Le Quesne Chambers, 9 Burrard Street, St Helier, Jersey JE2 4WS (together "the Companies"); (2) THE ANGLO AGGMORE LIMITED PARTNERSHIP (registered number ) acting through its general partner Anglo Irish Equity Limited whose principal place of business is at 10 Old Jewry, London EC2R 8DN ("the Partnership"); and (3) FOG CUTTER CAPITAL GROUP INC AND FOG CAP L.P. each of 1410 SW Jefferson Street, Portland, Oregon 97201, United States of America (the "Shareholders"). WHEREAS: (1) The Companies are the holders of the legal title of the properties (the "Properties") listed in the first schedule to this deed (this "Deed"). (2) The Companies and the Partnership have entered into this Deed in order to acknowledge the trust upon which the Companies hold the Properties. (3) The Shareholders are party to this Deed for the purposes of receiving the benefit of the indemnity at clause 5. NOW THIS DEED WITNESSES as follows: 1. The Companies hereby declare that they hold the Properties in trust for the Partnership absolutely. 2. The Companies hereby agree that they will at the request of the Partnership do all such acts and otherwise deal in any manner in which the Partnership shall unanimously direct in relation to the Properties, save where to do so would be, in the reasonable opinion of the directors of the Company, a breach of any applicable law or regulation or would result in the directors of the Companies being in breach of their fiduciary duties to the Companies and in particular the Companies shall at the request and direction of the Partnership be empowered: (a) to grant interests in and/or to change the terms of interests in the Properties; (b) to accept surrenders of, issue consents relating to and document rent reviews under any leases or occupational licences of the Properties (or parts of them) and carry out such acts as are needed to manage the properties and to dispose of them; and (c) to charge any of the Properties to any person and enter into the security documentation relating to the Properties. 3. The Partnership shall indemnify and keep indemnified the Companies against any costs, expenses, claims, demands, proceedings and damages which may be suffered by either of the Companies in respect of: (a) any action carried out in respect of the Properties after the date of this deed and in accordance with the terms hereof including the obligations on the part of the Companies in any charge or security documentation entered into on or after the date of this deed; and/or (b) any failure by the Companies to take any action in connection with the Properties which either Company was legally bound to take where the cause of such action not being taken was the failure by the Partnership to give written instructions to the Companies (or any of them) in accordance with clause 5; and/or (c) any action (or failure to take any action) by any employee of the Partnership (having previously been an employee of any one of the Companies or any subsidiary of any Company) where such action or failure to take any such action is or was as a result of an instruction (or, as the case may be, an instruction not being given) by or on behalf of the Partnership to such employee in connection with the management of the Properties (including without limitation, any action which would be required to comply with any duty of care owed by the Companies to any third party or any other statutory duty in each case after the date of this Deed) save that for the avoidance of doubt the Partnership shall have no liability under this clause: (i) arising on the failure by the Companies (or any of them) to act in accordance with a direction given under clause 2 (in the manner described in clause 5 below) or as a result of the Companies (or any of them) acting otherwise in accordance with such an instruction; and/or (ii) arising in relation to the employees referred to in paragraph (b) above in respect of the period prior to the date of this Deed; and/or (ii) for each Company for liabilities arising in respect of the period commencing on the date that that Company ceases to be registered as the owner of any Property. The Companies (or any of them) shall forthwith inform the Partnership of any notice received by them (or it) in connection with the Properties (or any of them) which requires them (or it) to take action in respect of which written instructions pursuant to clause 5 are required. -2- 4. The Partnership shall indemnify and keep indemnified the Shareholders against any costs, expenses, claims, demands, proceedings and damages which may be suffered by the Shareholders (or any of them) by virtue of the Shareholders being the registered holders of the shares in certain of the Companies (or any of them) and which arise only as a result of a liability of the Companies in respect of which the Partnership is required to make a payment under the provisions of clause 3 provided that the Partnership shall have no liability to the Shareholders (or any of them) under this clause 4 unless the Partnership shall be liable to make a payment to the Companies (or any of them) under clause 3 and then only to the extent that such a payment has not been made. 5. The Companies shall only act in connection with the matters referred to in clause 2 in accordance with written instructions given to them by the general partner of the Partnership (or any director thereof) and be entitled to act upon any instruction so received but shall refuse to act upon any instruction otherwise received. The Companies shall not be liable to the Partnership for any failure to act on any instruction otherwise received nor for any failure to act in respect of any Property where no proper instruction so to act was received by them or either of them. 6. For the avoidance of doubt, the Partnership shall be responsible for the normal administration costs of the Companies (other than BEP Islands Limited) arising after the date hereof and in respect of the period after the date hereof (apportioned on a time basis), until the date on which the Companies cease to be the registered holder of any Property. Such annual charges shall in respect of the current financial year, be in the amounts and of such types listed in the second schedule to this deed. 7. Where this Deed provides for the giving of notice or the making of any other communication, such notice or communication shall not (unless otherwise expressly provided) be effective unless given or made in writing in English in accordance with the following provisions of this clause 7. (a) Any notice or communication to be given or made under or in connection with this Deed may be: (i) delivered or sent by post to the relevant party at the address set out above (such addresses being referred to below as the "Postal Address" of the relevant party); or (ii) sent by fax, email or other electronic communication, to: Party Fax Number Email Address The Companies 001 503 553 7401 n/a The Partnership + 44 20 7710 7050 n/a The Shareholders 001 503 553 7401 n/a -3- and shall be marked in the case of the Companies and the Shareholders for the attention of the Andrew Wiederhorn (with a copy to Don Wijsmuller fax number 01534 887 081) and in the case of the Partnership marked for the attention of John Daly. (b) Any notice or other communication so delivered or sent shall (subject to the Provisions of clause 7(d) be deemed to have been served when received except that if it is received between 5.30 p.m. on a Relevant Day and 9.00 a.m. on the next Relevant Day it shall be deemed to have been served at 9.00 a.m. on the second of such Relevant Days. (c) Where any party has given notice to the others of any different address or number to be used for the purposes of this clause then such different address or number shall be substituted for that shown above. (d) For the purposes of this clause 7: (i) "Relevant Day" means any day other than a Saturday, Sunday or a day which is a public holiday at the Postal Address of the receiving party; (ii) any reference to a time is to the time at the Postal Address of the receiving party; (iii) reference to an electronic communication being received shall, in the case of a party which is a corporate body or partnership, mean receipt at a server located in any office of the corporate body or partnership and in the absence of evidence of earlier receipt, be deemed to have occurred 96 hours after sending; and (iv) electronic communication" has the same meaning as in the Electronic Communications Act 2000. 8. This deed shall be governed and construed in accordance with English Law. IN WITNESS whereof this document has been executed as a Deed by the parties on the above date EXECUTED AS A DEED by ) WREP ISLANDS LIMITED ) D.G.WIJSMULLER Acting by its attorney ) T.PARKER ..................................... In the presence of: Witness: Tina Parker Le Quesne Chambers 9 Burrard Street St Helier Jersey -4- EXECUTED AS A DEED by ) WREP ISLANDS UGAP LIMITED ) V.E.HUXLEY Acting by its attorney ) H.KELLY ..................................... In the presence of: Witness: H.Kelly 2 Clement Cottage 5 Winchester St St Helier Jersey JE2 4TH EXECUTED AS A DEED by ) BEP ISLANDS LIMITED ) D.G.WIJSMULLER Acting by its attorney ) T.PARKER ..................................... In the presence of: Witness: Tina Parker Le Quesne Chambers 9 Burrard Street St Helier Jersey EXECUTED AS A DEED by ) ANGLO IRISH EQUITY LIMITED ) V.E.HUXLEY As general partner of the Partnership ) Acting by its attorney ) H.KELLY ..................................... In the presence of: Witness: H.Kelly 2 Clement Cottage 5 Winchester St St Helier Jersey JE2 4TH -5- EXECUTED AS A DEED by ) FOG CUTTER CAPITAL GROUP INC ) D.G.WIJSMULLER Acting by its attorney ) T.PARKER ..................................... In the presence of: Witness: Tina Parker Le Quesne Chambers 9 Burrard Street St Helier Jersey EXECUTED AS A DEED by ) FOG CAP L.P. ) D.G.WIJSMULLER Acting by its attorney ) T.PARKER ..................................... In the presence of: Witness: Tina Parker Le Quesne Chambers 9 Burrard Street St Helier Jersey -6- FIRST SCHEDULE THE PROPERTIES 1. 214 High Street, Lewes, East Sussex registered at HM Land Registry with title absolute under title number ESX34405 2. 2-6 (even) Dean Street & 12-16 (even) Oak Market, Nantwich, Cheshire 3. 1 and 3 New Street & 18 Market Street, Wellington, Telford registered at HM Land Registry with title absolute under title number SL132805 4. 143-146 East Street, Bedminster, Bristol registered at HM Land Registry with title absolute under title number AV131094 5. Freehold land at Bredwood Arcade, Green End, Whitchurch registered at HM Land Registry under title number SL73993 6. Freehold Property known as Unit B, Brookway, Ivy House Industrial Estate, Hastings, East Sussex, registered with title absolute under title number ESX27106 7. Freehold land known as Unit 1, Carrs Industrial Estate, Brentwood Road, Haslingden, Rossendale, Lancashire, registered with title absolute under title number LA824716 8. Freehold land being land and buildings on the south side of Manchester Road, Woolston registered at HM Land Registry with title absolute under title numbers CH106995 and CH36572773 9. Freehold land being 1 Ashtree Villas, Aurelia Road, registered with title absolute under title number SY41277, the freehold being 125 Aurelia Road, Croydon, Greater London, registered with title absolute under title number SGL183400 and freehold land known as 129 Aurelia Road, Croydon, registered with title absolute under title number SGL245802 (but excluding that part of 129 Aurelia Road transferred by a Transfer dated 9th July 2001 and made between (1) Wrep Islands Limited and (2) Mr Christopher Alan Walker) 10. 93 and 95 Preston New Road and land lying to the south east of Preston New Road, Blackburn registered at HM Land Registry with title absolute under title number LA642046 11. 22-30 (even nos) Keeley Road, Croydon registered at HM Land Registry with title absolute under title number SGL409512 -7- 12. 90, 92 and 94 Waters Green, Macclesfield registered at HM Land Registry with title absolute under title number ch336618 13. Freehold land being 39-53 (odd) High Street, Northwich registered at HM Land Registry under title number CH227208 14. Swift House, Market Place, Wokingham registered at HM Land Registry under title number BK218243 15. 12 Bath Road, Old Town, Swindon, Wiltshire registered at HM Land Registry under title number WT91807 16. 72-76 (even) The Parade, Oadby, Leicestershire registered at HM Land Registry under title number LT296515 17. Leasehold land being 25 Havelock Street together with freehold land being 26 and 27 Havelock Street, Swindon registered at HM Land Registry under title numbers WT53349, WT67581 and WT67582 respectively 18. All that freehold property known as Breedon House, Edleston Road and Regency Court, High Street Crewe and 30 and 32 High Street Crewe registered at HM Land Registry with title absolute under title numbers CH221785 CH961621 and CH63089 together with two parcels of unregistered land referred to in a statutory declarations made by Leslie Ashcroft dated 4 September 2000 -8- SECOND SCHEDULE THE ADMINISTRATION EXPENSES WREP ISLANDS LIMITED: Annual Domiciliary fee L 2,000 Exempt Tax fee (paid to the Treasurer of the States of Jersey) L 600 Miscellaneous expenses (telephone, fax etc) L 15 Directors fees for Don Wijsmuller L 500 Directors fees for Daniel Young L 500 BVI Statutory Fees US$ 585 WREP ISLANDS UGAP LTD: Annual Domiciliary fee L 1,200 Annual Filing Fee (Jersey) L 130 Exempt Tax fee (Jersey) L 600 Miscellaneous expenses L 15 Directors fees for Don Wijsmuller L 500 EUROPEAN INTERNET HOUSE (UK) LIMITED: Annual Domiciliary fee L 900 Miscellaneous fees L 15 The above does not include any fees charged for administration services which are charged on a time spent basis by Whitmill in relation to the WREP companies. EX-2.3 5 a2065038zex-2_3.txt EXHIBIT 2.3 Exhibit 2.3 DATED 19 NOVEMBER 2001 - -------------------------------------------------------------------------------- THE PERSONS WHOSE NAMES AND ADDRESSES ARE SET OUT IN SCHEDULE 4 - and - THE ANGLO AGGMORE LIMITED PARTNERSHIP ACTING THROUGH ITS GENERAL PARTNER ANGLO IRISH EQUITY LIMITED - and - FOG CUTTER CAPITAL GROUP INC - -------------------------------------------------------------------------------- OPTION AGREEMENT RELATING TO THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF WREP ISLANDS LIMITED AND WREP ISLANDS UGAP LIMITED - -------------------------------------------------------------------------------- INDEX CLAUSE NO. PAGE NO. 1. INTERPRETATION.....................................................3 2. CALL OPTION........................................................6 3. CONDITIONS.........................................................6 4. EXERCISE OF THE OPTION.............................................6 5. CONTINUING OBLIGATION OF DISCLOSURE AFTER EXCHANGE.................6 6. COVENANTS, WARRANTIES AND TAXATION.................................7 7. PURCHASER'S REMEDIES...............................................8 8. VENDORS' LIMITATIONS...............................................9 9. CONTINUING EFFECT OF THIS AGREEMENT...............................10 10. VENDORS RIGHT TO REQUIRE ACQUISITION..............................11 11. POWER OF ATTORNEY.................................................11 12. ENTIRE AGREEMENT..................................................11 13. MISCELLANEOUS.....................................................12 14. GUARANTEE.........................................................13 15. LAW AND JURISDICTION..............................................14 -2- THIS AGREEMENT is made on 19 November 2001 BETWEEN: (1) The persons whose names and addresses are listed in schedule 4 (the "VENDORS"); and (2) ANGLO IRISH EQUITY LIMITED acting in its capacity as the general partner of the ANGLO AGGMORE LIMITED PARTNERSHIP whose principal place of business is at 10 Old Jewry, London EC2R 8DN (the "PURCHASER"); and (3) FOG CUTTER CAPITAL GROUP INC whose registered office is at 1410 SW Jefferson Street, Portland, Oregon 97201-2548, United States of America ("GUARANTOR"). IT IS AGREED: 1. INTERPRETATION In this Deed, except where the context otherwise requires, the following terms shall have the following meanings: "ARTICLES" means together the current articles of association or other constitutional documents of each of the Companies from time to time; "COMPANIES" means each and any of: (a) WREP Islands Limited a company incorporated in the British Virgin Islands under company registration number 280400 whose registered office is at Akara Building, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, BVI and whose administrative office is at Le Quesne Chambers, 9 Burrard Street, St Helier, Jersey, JE2 4WS; and (b) WREP Islands Ugap Limited a company incorporated in Jersey under registration number 72552 whose registered and administrative office is at Le Quesne Chambers, 9 Burrard Street, St Helier, Jersey, JE2 4Ws and "Company" means any one of them; "COMPLETION" means completion of the transfer of the Option Shares to the Purchaser pursuant to the Sale and Purchase Agreement; "DEED" means this deed (as amended from time to time); "DISCLOSURE LETTER" means the disclosure letter to be given to the Purchaser by the Vendors immediately prior to the execution of this Deed for the purpose of schedule 3; "EXIT DIVIDENDS" means the dividends which the Vendors shall procure are declared and paid to the Vendors by each of the Companies in respect of the profits available for distribution in the Companies (in accordance with their respective Articles and the provisions of applicable law) as soon as is reasonably practicable following the receipt by the Companies of the Purchase Monies; "ICTA" means the Income and Corporation Taxes Act 1988 and use of a year followed by the word "Act" shall mean the Finance Act of that year; -3- "OPTION" means the option granted to the Purchaser by the Vendors to acquire the Option Shares pursuant to clause 2 of this Deed; "OPTION NOTICE" means a notice in the form or substantially in the form set out in schedule 2; "OPTION PERIOD" means. subject to clause 13.10 the period commencing on the Purchase Date and ending 5 years thereafter; "OPTION PRICE" means the sum of(pound)1 (one pound sterling); "OPTION SHARES" means the: (a) 1,332,560 shares of US$1.00 in the capital of WREP Islands Limited ; and (b) 9,142 shares of US$1.00 in the capital of WREP Islands Ugap Limited, comprising the entire issued share capital of each of WREP Islands Limited and WREP Islands Ugap Limited; "OUTSIDE THE ORDINARY COURSE OF BUSINESS" means in relation to Taxation (a) a transaction giving rise to a liability to Taxation under Part XVII of ICTA; (b) an event giving rise to a liability under section 126 FA 1995; (c) any distribution or deemed distribution within the meaning of Part VI of ICTA or of section 418 of ICTA; (d) an event which may result in the relevant Company becoming liable to pay or suffer any Taxation chargeable directly or primarily against or attributable directly or primarily to another firm, person or company; (e) an acquisition, disposal or supply or deemed acquisition, disposal or supply of goods, assets, services or business facilities of any kind whatsoever (including, without limitation, a loan of money or a hiring, letting or licensing of tangible or intangible property) for a consideration which is treated for the purposes of Taxation as different from the consideration (if any) actually received but only insofar as such Taxation is attributable to the difference between the consideration (if any) actually received and the consideration treated for Taxation purposes as having been received; (f) an event in respect of which any Taxation arises as a result of the failure by the relevant Company duly to recover, deduct, charge or account for any Taxation; (g) a disposal of capital assets; (h) any amount for which the relevant Company is liable to account to the Commissioners of Customs & Excise under Reg. 107 Value Added Tax Regulations 1995; and/or (i) any event which gives rise to a liability to pay interest on late payment of Taxation or to a liability to pay a fine, penalty or similar charge relating to Taxation. -4- "PROPERTY AGREEMENTS" means the agreements dated the date of this Deed and made between the Purchaser and each of the Companies in respect of the sale and purchase of the Properties; "PROPERTIES" means the freehold and leasehold properties details of which are set out in the Property Agreements; "PURCHASE DATE" shall have the meaning given to it in the Property Agreements; "PURCHASE MONIES" means the payment or payments due to be made to the Companies under the Property Agreements; "PURCHASER'S SOLICITORS" means Taylor Joynson Garrett of 50 Carmelite Victoria Embankment, London EC4Y 0DX; "RELATED PERSONS" means in relation to any party any subsidiary undertaking of that party and any holding company of that party and any subsidiary undertaking of that holding company and "RELATED PARTY" means any one of them; "RELEVANT CLAIM" means any claim made by the Purchaser in respect of breach of Warranty and/or the Tax Covenant; "RELEVANT DAY" means, for the purposes of clause 13.9, any day other than a Saturday, Sunday or a day which is a public holiday at the address given for the receiving party herein or at such other address as is notified by such party in accordance with clause 13.9; "SALE AND PURCHASE AGREEMENT" means the agreement for the sale and purchase of the Option Shares in the form set out in schedule 1; "TAXATION" means all forms of taxation, charges, duties, imposts, levies and rates whenever imposed and whether of the United Kingdom, the Channel Islands, the British Virgin Islands or elsewhere and whether chargeable directly or primarily against or attributable directly or primarily to the Companies, any asset of the Companies or to any other person, including without limitation income tax (including income tax or amounts equivalent to or in respect of income tax required to be deducted or withheld from or accounted for in respect of any payment), withholding taxes, corporation tax, advance corporation tax (including amounts corresponding to or representing advance corporation tax), capital gains tax, capital transfer tax, inheritance tax, rates, uniform business rates, water rates, value added tax, custom duties, capital duty, excise duties, betterment levy, community charges, council taxes, insurance premium tax, landfill tax, stamp duty, stamp duty reserve tax, national insurance, social security or other similar contributions, and generally any tax, duty, impost, levy or rate or other amount and any interest, penalty or fine in connection therewith; "TAX COVENANT" means the tax covenant set out in clause 6.5; "VENDORS' SOLICITORS" means Milbank Tweed Hadley McCloy LLP of Dashwood House, 69 Old Broad Street, London EC2M 1QS; and "WARRANTIES" means the warranties set out in schedule 3. -5- 2. CALL OPTION In consideration of the sum of L1 paid to each of the Vendors by the Purchaser (the receipt of WHICH each of the Vendors hereby acknowledge) and of the obligations of the Purchaser contained in this Deed, each Vendor hereby irrevocably agrees and undertakes with the Purchaser, subject to clause 3, to transfer such of the Option Shares as are set out against their respective names in schedules 1 and 2 to the Purchaser (or to such person or persons as shall be nominated by the Purchaser) for the Option Price on and subject to the provisions of clause 4. 3. CONDITIONS 3.1 The exercise of the Option shall be conditional upon: (a) the payment to the Companies of the Purchase Price (as defined in Property Agreements) and all other monies properly payable to the Companies pursuant to the Property Agreements ("the Purchase Monies"); and (b) the declaration and payment by the Companies to the Vendors of the Exit Dividends. 3.2 The Vendors shall procure that the Exit Dividends shall be declared and paid by the Companies within 10 Business Days following the payment of the Purchase Monies. 4. EXERCISE OF THE OPTION 4.1 Subject to the satisfaction of the conditions set out in clause 3.1 the Purchaser shall be entitled to require such a sale and transfer as referred to in clause 2 at any time during the Option Period by giving 5 Business Days' notice in writing to the Vendors in the form of the Option Notice and for the avoidance of doubt it is hereby agreed that if such a notice is served or deemed to have been served within the Option Period then notwithstanding that such notice is to expire or that completion of the transfer of the Option Shares may take place on a date (in either case) outside of the Option Period the service of such notice by the Purchaser shall be a valid exercise of the Option and the completion provisions under this Deed shall apply accordingly. 4.2 As soon as reasonably practicable and in any event within 10 Business Days following the service of the Option Notice, the Vendors and the Purchaser shall enter into the Sale and Purchase Agreement and the Vendors shall transfer the Option Shares to the Purchaser in accordance with the terms of the Sale and Purchase Agreement. 5. CONTINUING OBLIGATION OF DISCLOSURE AFTER EXCHANGE The Vendors hereby agree that with effect from the date of this Deed they shall (and shall use all reasonable endeavours to procure that any other necessary person shall) provide all such information (including without limitation copies of documents and/or written responses to questions) which relate to the Companies and their business (including but not limited to the ownership of the Properties and matters relating to Taxation) as may be reasonably requested from time to time by the Purchaser, PROVIDED THAT the Vendors shall not be required to disclose any information which relates to the Vendors the disclosure of which would or may constitute a breach -6- of any requirement of confidentiality on the part of the Vendor or which otherwise materially adversely affects the business of the Vendor. 6. COVENANTS, WARRANTIES AND TAXATION 6.1 The Vendors hereby agree and undertake: (a) to waive all rights including but not limited to any pre-emption rights over any of the Option Shares conferred either by the Articles or in any other way whatsoever in respect of any transfer of the Option Shares to the Purchaser under the terms of the Sale and Purchase Agreement; and (b) that prior to Completion they will not take any action or delegate or otherwise authorise the Companies or either of them to issue or agree to issue any shares or other securities in the Companies or either of them or options to acquire any shares or other securities in the Companies or either of them otherwise than in accordance with the terms of this Deed. 6.2 The Vendors shall forthwith inform the Purchaser if: (a) the Companies or either of them is or are insolvent, have compounded with their creditors, have a receiver appointed over any material part of their assets, or a liquidator appointed in respect of their assets or a resolution has been passed for the appointment of an administrator or a liquidator over their assets or, if it comes to the attention of the Vendors, that any of the above matters is likely to occur; and/or (b) the Vendors (or any of them) is or are insolvent, has compounded with their creditors, has a receiver appointed over any material part of their assets, or a liquidator appointed in respect of its assets or a resolution has been passed for the appointment of an administrator or a liquidator over their assets if it comes to the attention of the Vendors, that any of the above matters is likely to occur; 6.3 Subject to clause 8, the Vendors warrant on a joint and several basis to the Purchaser in the terms of the Warranties. Each of the Warranties shall be construed as a separate and independent warranty and (save where expressly provided to the contrary including without limitation and for the avoidance of doubt clause 8 of this Agreement) shall not be governed, limited or restricted by reference to or inference from any other terms of this Deed or any other Warranty. 6.4 Each of the Warranties shall be deemed to be given on the date of this Deed and shall be deemed to be repeated and given by the Vendors on the date on which the Option is exercised or if later the date of Completion. 6.5 The Vendors hereby covenant jointly and severally to pay the Purchaser (on a L for L basis) within seven days of a receipt of a demand for payment an amount equal to any actual liability to Taxation for which the Company is or becomes liable in respect of or arising from: (a) (i) any event which occurs or is deemed by an authority with powers to impose Taxation to have occurred on or before Completion; -7- (ii) by reference to any income profits or gains earned, accrued or received on or before Completion; (iii) by reference to asset values, turnover, value added or any other reference measure, for a period ended on or before Completion; (iv) as a result of any underpayment of any instalment of Taxation prior to Completion; and/or (b) any Taxation affecting the Company in respect of or arising from any transactions completed after Completion in pursuance of a legally binding obligation or a legally binding arrangement (in each case outside the ordinary course of business) entered into on or before Completion. 6.6 If an authority with the power to impose Taxation requires that any payment due under this Deed is subject to Taxation in the hands of the Purchaser, the Purchaser may demand in writing from the Vendors such sum (after taking into account any Taxation payable in respect of such sum) as will ensure that the Purchaser receives and retains a net sum equal to the sum which it would have received had the payment not been subject to Taxation. The Vendors shall pay any sum which is so demanded within 5 Business Days of receipt of such demand. 6.7 Where any of the Warranties is qualified by the expression "so far as the Vendors are aware" or any similar expression, each of the Vendors shall be deemed to have the awareness of each other Vendor and to have such additional awareness as the Vendors would have after having made all due, diligent and careful enquiry of: (a) Scott Stevenson; (b) Matt Green; (c) Don Wijsmuller; and (d) Andy Wiederhorn. 7. PURCHASER'S REMEDIES 7.1 The Purchaser undertakes to the Vendors to notify the Vendors within a reasonable time upon its becoming aware of any circumstances entitling it to make a claim under the Warranties and/or under this Deed which notice shall specify the general nature of such claim. 7.2 If on or prior to the exercise of the Option any of the Warranties is or are untrue or inaccurate or the Purchaser becomes aware of any of the matters referred to in clause 6.2 or of any other breach of this Deed the Purchaser may at its option either: (a) elect not to exercise the Option and to rescind this Deed; or (b) exercise the Option, but in each case without prejudice to the rights of the Purchaser to claim for breach of the Warranties and/or any breach of any other provision of this Deed (including without limitation the Tax Covenant). -8- 8. VENDORS' LIMITATIONS 8.1 Each of the Warranties shall be construed as a separate warranty and is given subject to the matters contained or referred to in the Disclosure Letter. 8.2 No Relevant Claim shall be made unless written notice containing specific details of the Relevant Claim is served on the Vendors: (a) in the case of a claim under the Warranties before 30 June 2003; and (b) in the case of a claim under the Tax Covenant before 31 December 2007 PROVIDED THAT the Purchaser shall be entitled to give notice of a Relevant Claim and such notice shall be validly given notwithstanding that the Purchaser shall by such date not have recovered or sought to recover any sums pursuant to clause 8.7. 8.3 A Relevant Claim shall not be enforceable against the Vendors and shall be deemed to have been withdrawn unless any legal proceedings in connection with it are commenced within 9 months after written notice of it is first served on the Vendors. 8.4 The aggregate amount of the liability of the Vendors in respect of all Relevant Claims under the Warranties (but not the Tax Covenant) shall not exceed the Purchase Monies. 8.5 No liability shall attach to the Vendors in respect of Relevant Claims under the Warranties (but not the Tax Covenant) unless the aggregate amount of the liability of the Vendors in respect of all such Relevant Claims shall exceed L 5,000, and no Relevant Claim shall be made unless the individual Relevant Claim exceeds L1,000. 8.6 The Vendors shall not be liable in respect of a Relevant Claim under the Warranties (but not the Tax Covenant): (a) if it would not have arisen but for anything voluntarily done or omitted to be done after Completion by the Purchaser or either of the Companies; or (b) to the extent that it relates to any loss which is recoverable by the Purchaser or either Company from its insurers or which would have been recoverable if at the time the Relevant Claim arises the Purchaser had maintained the level and type of insurance affording the same degree of cover as the Vendors maintained as at the date of this Deed; (c) to the extent it arises or is increased as a result only of: (i) an increase in the rates, method of calculation or scope of Taxation after Completion; (ii) any change in generally accepted accounting principles after Completion; (iii) the passing of any legislation, or making of any subordinate legislation after Completion; (iv) any matter provided for or included as a liability in the financial statements for the Companies dated 30 September 2001; and -9- (v) any liability for Taxation arising in the ordinary course of business of either of the Companies in respect of the period beginning immediately after Completion; and (d) if the Relevant Claim or the facts or matters giving rise to the Relevant Claim were or are in the actual knowledge of Christopher Marsden (in his capacity as manager of the Properties) and/or the Vendors or the Companies had made Christopher Marsden (acting in such capacity) aware of such facts or matters through established procedures set up between the Vendors, the Companies and Christopher Marsden in connection with him acting in that capacity. 8.7 Subject always to the proviso in clause 8.2, where the Purchaser or either of the Companies is or may be entitled to recover from some other person any sum in respect of any matter or event which could give rise to a Relevant Claim, the person so entitled shall take all such practicable steps to commence the recovery of that sum before making the Relevant Claim but without prejudice to the right of the Purchaser to make a Relevant Claim (keeping the Vendors at all times fully and promptly informed of the conduct of such recovery), and any sum recovered will reduce the amount of the Relevant Claim (and, in the event of the recovery being delayed until after the Relevant Claim has been satisfied by the Vendors, shall be paid to the Vendors, after deduction of all reasonable costs and expenses of the recovery). 8.8 The Purchaser shall: (a) as soon as reasonably practicable notify the Vendors in writing of any Relevant Claim; (b) subject to the Purchaser being suitably indemnified take such action as the Vendors may reasonably require to avoid, resist, contest or compromise any claim or matter which gives or may give rise to a Relevant Claim provided that the Purchaser shall not be required to take any action or omit to take any such action which the Purchaser in its reasonably exercised discretion considers would increase its liability in respect of such claim or which would otherwise prejudice the rights or benefits of the Purchaser; (c) not settle, make any admission of liability nor compromise any claim or matter which gives or may give rise to a Relevant Claim without the prior written consent of the Vendors provided that the Purchaser shall not be required to take any action or omit to take any such action which the Purchaser in its reasonably exercised discretion considers would increase its liability in respect of the such claim or which would otherwise prejudice the rights or benefits of the Purchaser. 9. CONTINUING EFFECT OF THIS AGREEMENT All provisions of this Deed shall, so far as they are capable of being performed or observed, continue in full force and effect notwithstanding Completion except in respect of those matters then already performed and Completion shall not constitute a waiver of the rights of either party in relation to this Deed. -10- 10. VENDORS RIGHT TO REQUIRE ACQUISITION 10.1 If by a date falling 12 months from the date of this Deed and subject to the satisfaction of the conditions set out in clause 10.2, the Purchaser has not exercised the Option then the Vendors may by notice in writing to the Purchaser require the Purchaser (or a nominee of the Purchaser at the Purchaser's discretion) to acquire the Option Shares on the same terms as if the Purchaser had exercised the Option (the "Right of Acquisition"). 10.2 The Vendors shall only be permitted to exercise the Right of Acquisition in respect of either Company (and any purported exercise shall only be valid and binding on the Purchaser) if in relation to that Company: (a) notwithstanding the provisions of clause 6, were the Warranties to be repeated there would be no breach of Warranty on the date the acquisition is to be made (and for the purposes of this clause any disclosure made after the date of this Agreement shall be disregarded); and/or (b) the relevant Company remains the registered legal owner of any Property and has not entered into a binding agreement (whether or not completed) for the transfer of all (but not some only) of the legal titles to the Properties which it holds. 11. POWER OF ATTORNEY 11.1 If upon the proper exercise of the Option by the Purchaser, the Vendors (or any of them) refuse to enter into the Sale and Purchase Agreement, the Vendors each hereby irrevocably appoint and authorise any director or partner of the Purchaser as their respective attorney to execute the Sale and Purchase Agreement on their behalf and hereby irrevocably consent to the registration of the Purchaser in the registers of members of the Companies as the new registered holder of the Option Shares. 11.2 If upon the proper exercise of the Right of Acquisition by the Vendors, the Purchaser refuses to enter into the Sale and Purchase Agreement, the Purchaser hereby irrevocably appoints and authorises any director or partner of any of the Vendors as their attorney to execute the Sale and Purchase Agreement on their behalf and irrevocably consents to the registration of the Purchaser in the registers of members of the Companies as the new registered holder of the Option Shares. 12. ENTIRE AGREEMENT Each party on behalf of itself and on behalf of its respective Related Persons acknowledges and agrees with the other party that: (a) this Deed together with any other documents referred to in this Deed (together the "TRANSACTION DOCUMENTS") constitute the entire and only agreement between the parties relating to the Option and/or the Option Agreement; (b) neither it nor any of its Related Persons has been induced to enter into any Transaction Document in reliance upon, nor have they been given, any warranty, representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in the Transaction Documents and, to the extent that any -11- of them has been, it and as agent for its Related Persons, unconditionally and irrevocably waives any claims, rights or remedies which any of them might otherwise have had in relation thereto; and (c) the only remedies available to it in respect of the Transaction Documents are as set out in the Transaction Documents together with any other remedies which cannot lawfully be excluded and for the avoidance of doubt neither party has any right to rescind or terminate any Transaction Document either for breach of contract or for negligent or innocent misrepresentation or otherwise unless such rescission or termination is specifically provided for this Deed; PROVIDED THAT the provisions of this clause 12 shall not exclude any liability which any of the parties or, their Related Persons would otherwise have to any other party or, where appropriate, to their Related Persons or any right which any of them may have to rescind this Deed in respect of any statements made fraudulently by any of them prior to the execution of this Deed or any rights which any of them may have in respect of fraudulent concealments by any of them. 13. MISCELLANEOUS 13.1 Nothing in this Deed shall be read or construed as excluding any liability or remedy in respect of fraud or as excluding any other liability or remedy which cannot lawfully be excluded. 13.2 This Deed may be executed in counterparts and by the parties on different counterparts and this Deed shall not take effect until it has been executed by all parties. Each counterpart shall constitute an original of this Deed but both the counterparts shall together constitute one and the same deed. 13.3 The operation of the Contracts (Rights of Third Parties Act) 1999 is hereby excluded, and nothing in this Deed is intended to confer on any person any right to enforce any term of this Deed which that person would not have had but for that Act. 13.4 No failure or delay by any party in exercising any right or remedy that party may have under or by virtue of this Deed shall operate as a waiver therefore or preclude the exercise of such right or remedy on any subsequent occasion. 13.5 This Deed shall not be varied except in writing signed by all of the parties. 13.6 No party shall be entitled to assign the benefit of any rights under this Deed without the prior written consent of the other parties. 13.7 No party shall make any announcement or issue any circular or other publicity material relating to the existence or subject matter of this Deed without it first being approved in writing by the other party. However, any party may make an announcement concerning the transaction contemplated by this Deed, or any ancillary matter, if required by law or by any regulatory or governmental body to which such party is subject, wherever situated (including, without limitation, the Inland Revenue or the Inland Revenue Service) whether or not the requirement has the force of law. 13.8 Each of the parties shall be responsible for its respective legal and other costs incurred in relation to the negotiation preparation and completion of this Deed and all documents ancillary to it. -12- 13.9 Any notice or other communication under or in connection with this Deed shall be in writing and shall be delivered personally or sent by first class post in a pre-paid envelope or by facsimile transmission to the party due to receive the notice or communication at its address set out in this Deed or such other address as a party may specify for this purpose by notice in writing to the others. For the purposes of this Deed the fax number of the Vendors is 001 503 553 7401, attention Andrew Wiederhorn Esq, with a copy to Don Wijsmuller fax number 01534 887 081and the fax number of the Purchaser is 020 7710 7050, attention John Daly, and the email address of the Purchaser is johndaly@angloirishbank.co.uk. Any notice or other communication shall be deemed to have been served when received except that if it is received between 5.30 p.m. on a Relevant Day and 9.00 a.m. on the next Relevant Day it shall be deemed to have been served at 9.00 a.m. on the second of such Relevant Days. 13.10 Any perpetuity created by this Deed shall be for no longer than 80 years. 14. GUARANTEE 14.1 In consideration of the Purchaser entering into this agreement at the request of the Guarantor and the Vendors the Guarantor agrees and undertakes to guarantee all of the obligations of the Vendors under this Deed and the Sale and Purchase Agreement, and all other of the documents and other matters referred to in this agreement (which in this clause shall be together referred to as the "Guaranteed Documents"). 14.2 Without prejudice to the generality of sub-clause 14.1, the Guarantor agrees that the Purchaser may without the consent of and without affecting the Guarantor's liability under the Guaranteed Documents grant time or indulgence to or compound with the Vendors and the guarantee contained in sub-clause 14.1 shall not be discharged nor shall the Guarantor's liability under it be affected by anything which would not have discharged or affected the Guarantor's liability if the Guarantor had been the primary obligor. 14.3 If the Vendors default under their obligations under the Guaranteed Documents then the Purchaser may enforce the provisions of sub-clause 14.1 against the Guarantor as if the Guarantor were a principal obligor to the Purchaser under the Guaranteed Documents. 14.4 If the Vendors are in default of the obligations guaranteed by the Guarantor then the Guarantor waives any right to require the Purchaser to proceed first against the Vendors or enforce any claim or payment from, or file any proof or claim in any insolvency, administration, or dissolution of the Vendors, bankruptcy or liquidation proceedings of the Vendors before claiming from the Guarantor under this clause. 14.5 For the avoidance of doubt the Guarantor irrevocably and unconditionally agrees to indemnify and to keep the Purchaser indemnified against any loss of whatever kind resulting from the failure of the Vendors to observe and perform their obligations under the Guaranteed Documents or to pay when due any monies in respect of any claims under the Guaranteed Documents (including without limitation under the Warranties and/or the Tax Covenant) and to pay to the Purchaser the amount of such loss whether or not the Purchaser has attempted to enforce its rights against the Vendors. Without prejudice to the generality of the foregoing, such loss shall include the total amount of: -13- (a) all monies (to the extent to which the Purchaser shall not already have received them) as may be due in respect of any claims under the Guaranteed Documents; and (b) all reasonable costs which the Purchaser may suffer or incur as a result of any breach of the Guaranteed Documents; and (c) all proper and reasonable expenses which the Purchaser may incur in proceeding against the Vendors and/or the Guarantor in respect of claims under the Guaranteed Documents. 14.6 Any amounts payable under this clause 14 shall be paid in full without any deduction or withholding whatsoever (whether in respect of set-off, counterclaim, duties, charges, taxes or otherwise) unless such deduction or withholding is required in law, in which event the Guarantor shall pay to the Purchaser an additional amount so that the net amount received by the Purchaser will equal the full amount which the Purchaser would have received had no such deduction or withholding been made. 15. LAW AND JURISDICTION 15.1 This Deed shall be governed by and construed in accordance with English law and each party to this agreement submits to the non-exclusive jurisdiction of the English courts. 15.2 The Vendors and the Purchaser agree that any legal action or proceeding arising out of or in connection with this Deed may be brought in the High Court of Justice in England, and the Vendors and the Purchaser hereby irrevocably submit to the non-exclusive jurisdiction of such court in connection with any such legal action or proceedings. 15.3 The Vendors' and the Guarantor's address for service in respect of any legal proceedings arising in connection with this Deed or the transactions contemplated hereunder and in respect of any notice to be given hereunder or otherwise in connection with this Deed including without limitation the Option Notice is 129 Mount Street, London W1Y 5HA, fax number 020 7493 0265 marked for the attention of Matthew Green Esq, with a copy to Andrew Wiederhorn Esq, fax number 001 503 553 7401 and Don Wijsmuller Esq, fax number 01534 887 081. IN WITNESS whereof this Deed has been entered into the day and year first above written. -14- SCHEDULE 1 SALE AND PURCHASE AGREEMENT THIS AGREEMENT is made the day of [ ] BETWEEN: (1) FOG CUTTER CAPITAL GROUP INC whose registered office is at 1410 SW Jefferson Street Portland Oregon 97201 United States of America ("FCCGI"); (2) FOG CAP LP whose principal place of business is at 1410 SW Jefferson Street Portland Oregon 927201 United States of America ("Fog Cap" and together with FCCGI, "the Vendors") (3) ANGLO IRISH EQUITY LIMITED acting in its capacity as general partner of THE ANGLO AGGMORE LIMITED PARTNERSHIP whose place of business is at 10 Old Jewry, London EC2R 8DN (the "Purchaser") RECITALS (A) Pursuant to an agreement (the "Option Agreement") dated [ ] and made between the Vendors and the Purchaser, the Vendors granted to the Purchaser the right to acquire the Option Shares on the terms of this Agreement and the Purchaser granted to the Vendors the right to sell to it the Option Shares on the terms of this Agreement; (B) The Purchaser wishes to acquire the Option Shares pursuant to the terms of the Option Agreement and this Agreement and the Vendors wish to transfer the Option Shares to the Purchaser on the terms of the Option Agreement and this Agreement]; and (C) Details of WREP Islands Limited and WREP Islands Ugap Limited (the "COMPANIES") are set out in schedule 1. THE PARTIES AGREE AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION 1.1 Savewhere the context otherwise requires words and expressions defined in the Option Agreement shall have the same meaning when used in this Agreement and: "AGREEMENT" means this Agreement and the schedules to it; "COMPLETION" means completion of the sale and purchase of the Option Shares pursuant to this Agreement; "COMPLETION DATE" means the date of this Agreement; "ENCUMBRANCE" means any security, option, claim, mortgage, charge, pledge, lien, assignment, title retention, restriction, right of first refusal or other third party right or interest or claim or any other encumbrance or security interest of any kind whatsoever including rights of pre-emption of any nature whatsoever; -15- "POWERS OF ATTORNEY" means the powers of attorney in the agreed form pursuant to which the Companies grant power to the Purchaser (or to such person nominated by the Purchaser) to execute such documents to transfer the legal title to the Properties (with the consent of the Companies); "PURCHASE PRICE" has the meaning given to it in clause 3; "RELEVANT DAY" means, for the purposes of clause 7.7, any day other than a Saturday, Sunday or a day which is a public holiday at the address given for the receiving party herein or at such other address as is notified by such party in accordance with clause 7.7; "SHARES" shall have the same meaning as the Option Shares; and 1.2 Words and phrases used in this Agreement and defined in the Companies Act 1985 shall bear the meanings attributed thereto in that Act. 1.3 The table of contents and headings and sub-headings in this Agreement are for convenience only and shall not affect the construction of this Agreement. 1.4 Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and references to any gender shall include all other genders. References to any person (which for the purposes of this Agreement shall include bodies corporate unincorporated associations partnerships governments governmental agencies and departments statutory bodies or other entities in each case whether or not having a separate legal personality) shall include the person's successors. 1.5 References to recitals, schedules, clauses and sub-clauses are to (respectively) recitals, to schedules to and clauses and sub-clauses of this Agreement (unless otherwise specified) and references within a schedule to paragraphs are to paragraphs of that schedule (unless otherwise specified). 2. SALE AND PURCHASE 2.1 Subject to the terms of this Agreement: (a) Fog Cutter Capital Group Inc shall sell with full title guarantee or procure the sale of, (in either case, with full title guarantee) and the Purchaser shall purchase the Shares in WREP Islands Limited together with all benefits and rights attaching to them at the date of this Agreement free from all Encumbrances; and (b) Fog Cap LP shall sell with full title guarantee or procure the sale of, (in either case, with full title guarantee) and the Purchaser shall purchase the Shares in WREP Island Ugap Limited together with all benefits and rights attaching to them at the date of this Agreement free from all Encumbrances. 2.2 The Vendors jointly and severally waive or agree to procure the waiver of any rights, restrictions or Encumbrances conferred upon either of them or any other person which may exist in relation to the Shares under the Articles of the Companies or otherwise; 2.3 The Purchaser shall not be obliged to complete the purchase of any of the Shares unless the Vendors complete the sale of all of the Shares simultaneously but completion of the -16- purchase of part of the Shares shall not affect the rights of the Purchaser with respect to its rights to the other Shares. 2.4 The Purchaser shall be entitled to receive all dividends and distributions of any nature whatsoever declared paid or made by the Companies in respect of the Shares on or after the date of this Agreement. 2.5 The Vendors jointly and severally covenant that: (a) the Shares are fully paid and constitute the entire issued share capital of each of the Companies; (b) each of the Vendors have the right to transfer or direct the transfer of the legal and beneficial title to the Shares; and (c) the Shares are free from all Encumbrances. 2.6 Fog Cap LP shall procure that Whitmill Nominees Limited (as holder of 1 Share in WREP Islands Ugap Limited) transfers such share in accordance with this clause 2 and the remaining provisions of this Agreement. 3. CONSIDERATION The Shares shall be sold for such sum as is equal to the Option Price (the "PURCHASE PRICE"). The Purchase Price shall be satisfied in cash on Completion of which L0.50.shall be payable to Fog Cutter Capital Group Inc and L0.50 is payable to Fog Cap LP. 4. COMPLETION 4.1 Completion shall take place on the Completion Date at the offices of the Purchaser's Solicitors. At Completion the parties shall perform their respective Completion obligations set out in schedule 3. 4.2 Notwithstanding Completion: (a) each provision of this Agreement (and any other document referred to in it) not performed at or before Completion but which remains capable of performance; and (b) all covenants (including without limitation the Tax Covenant), the Warranties and other undertakings contained in or entered into pursuant to this Agreement and/or the Option Agreement, will remain in full force and effect and (except as otherwise expressly provided in this Agreement or the Option Agreement) without limit in time. 5. FURTHER ASSURANCE The Vendors shall from time to time on being required to do so by the Purchaser promptly and at the cost and expense of the Purchaser do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form satisfactory to the Purchaser as the Purchaser may reasonably consider necessary for -17- giving full effect to this Agreement and transferring to the Purchaser full legal and beneficial title to the Shares. 6. ENTIRE AGREEMENT 6.1 Eachparty on behalf of itself and on behalf of their respective Related Persons acknowledges and agrees with the other party that:- (a) this Agreement together with any other documents referred to in this Agreement (together the "TRANSACTION DOCUMENTS") constitute the entire and only agreement between the parties relating to the sale and purchase of the Shares; (b) neither it nor any of its Related Persons has been induced to enter into any Transaction Document in reliance upon, nor have they been given, any warranty, representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in the Transaction Documents and, to the extent that any of them has been, it and as agent for its Related Persons, unconditionally and irrevocably waives any claims, rights or remedies which any of them might otherwise have had in relation thereto; and (a) the only remedies available to it in respect of the Transaction Documents are as set out in the Transaction Documents and for the avoidance of doubt neither party has any right to rescind or terminate any Transaction Document either for breach of contract or for negligent or innocent misrepresentation or otherwise unless such rescission or termination is specifically provided for this Agreement; PROVIDED THAT the provisions of this clause 6.1 shall not exclude any liability which any of the parties or, their Related Persons would otherwise have to any other party or, where appropriate, to their Related Persons or any right which any of them may have to rescind this Agreement in respect of any statements made fraudulently by any of them prior to the execution of this Agreement or any rights which any of them may have in respect of fraudulent concealments by any of them. 7. MISCELLANEOUS 7.1 Nothing in this Agreement shall be read or construed as excluding any liability or remedy in respect of fraud or any other liability or remedy which cannot lawfully be excluded. 7.2 The operation of the Contracts (Rights of Third Parties Act) 1999 is hereby excluded, and nothing in this Agreement is intended to confer on any person any right to enforce any term of this Agreement which that person would not have had but for that Act. 7.3 This Agreement may be executed in counterparts and by the parties on different counterparts and this Agreement shall not take effect until it has been executed by all parties. Each counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same agreement. -18- 7.4 No failure or delay by any party in exercising any right or remedy that party may have under or by virtue of this Agreement shall operate as a waiver therefore or preclude the exercise of such right or remedy on any subsequent occasion. 7.5 This Agreement shall not be varied except in writing signed by all of the parties. 7.6 No party shall be entitled to assign the benefit of any rights under this Agreement without the prior written consent of the other party. 7.7 No party shall make any announcement or issue any circular or other publicity material relating to the existence or subject matter of this Agreement without it first being approved in writing by the other party. However, any party may make an announcement concerning the transaction contemplated by this Agreement, or any ancillary matter, if required by law or by any regulatory or governmental body to which such party is subject, wherever situated (including, without limitation, the Inland Revenue) whether or not the requirement has the force of law. 7.8 All of the parties shall be responsible for its respective legal and other costs incurred in relation to the negotiation preparation and completion of this Agreement and all documents ancillary to it. 7.9 Any notice or other communication under or in connection with this Agreement shall be in writing and shall be delivered personally or sent by first class post in a pre-paid envelope or by facsimile transmission to the party due to receive the notice or communication at its address set out in this Agreement or such other address as a party may specify for this purpose by notice in writing to the others. For the purposes of this Deed the fax number of the Vendors is 001 503 553 7401, attention Andrew Wiederhorn Esq, with a copy to Don Wijsmuller fax number 01534 887 081and the fax number of the Purchaser is 020 7710 7050, attention John Daly, and the email address of the Purchaser is johndaly@angloirishbank.co.uk, and notice provided to Andrew Wiederhorn with a copy to Don Wijsmuller shall constitute good discharge of the Purchaser's obligations with regard to notification. Any notice or other communication shall be deemed to have been served when received except that if it is received between 5.30 p.m. on a Relevant Day and 9.00 a.m. on the next Relevant Day it shall be deemed to have been served at 9.00 a.m. on the second of such Relevant Days. 8. LAW AND JURISDICTION 8.1 This Deed shall be governed by and construed in accordance with English law and each party to this Agreement submits to the non-exclusive jurisdiction of the English courts. 8.2 The Vendors and the Purchaser agree that any legal action or proceeding arising out of or in connection with this Deed may be brought in the High Court of Justice in England, and each of the Vendors and the Purchaser hereby irrevocably submit to the non-exclusive jurisdiction of such court in connection with any such legal action or proceedings. 8.3 The Vendors' address for service in respect of any legal proceedings arising in connection with this Deed or the transactions contemplated hereunder and in respect of any notice to be given hereunder or otherwise in connection with this Deed including without limitation the Option Notice is 129 Mount Street, London W1Y 5HA, fax number 020 7493 0265 marked for the attention of Matthew Green Esq, with a copy to Andrew Wiederhorn Esq, fax number 001 503 553 7401 and Don Wijsmuller Esq, fax number 01534 887 081. -19- AS WITNESS the hands of the parties or their duly authorised representatives the day and year first above written -20- SCHEDULE 1 DETAILS OF WREP ISLANDS LIMITED Name: WREP Islands Limited Number: IBC 280400 Jurisdiction of incorporation: British Virgin Islands Date of incorporation: 20th May 1998 Registered office: Akara Building 24 De Castro Street Wickhams Cay 1 Road Town Tortola BritishVirgin Islands Share capital: - authorised: US$ 1,332,560 - issued: US$ 1.332,560 Shareholders: - names: Fog Capital Group Inc 1410 SW Jefferson Street Portland Oregon 97201 United States of America - Shares held: 1,332,560 Directors: Donovan Gijsbertus Wijsmuller R Scott Stevenson Andrew Wiederhorn David Young Secretary: Whitmill Secretaries Limited Charges/Debentures: Debenture dated 28 January 1999 between WREP Islands Limited and Nationwide Building Society Legal charge dated 28 January 1999 between WREP Islands Limited and Nationwide Building Society Auditors: None. -21- SCHEDULE 2 DETAILS OF WREP ISLANDS UGAP LTD Name: WREP Islands Ugap Ltd Number: 72552 Jurisdiction of incorporation: Jersey Date of incorporation: 14th September 1998 Registered office: PO Box 1370 Le Quesne Chambers 9 Burrard Street St Helier Jersey JE4 4WS Share capital: - authorised: US$ 10,000 - issued: US$ 9,142 Shareholders: - names: Fog Cap L.P. Whitmill Nominees Limited (as nominee of Fog Cap L.P.) - Shares held: Fog Cap L.P. 9,141 Whitmill Nominees Limited (as nominee of Fog Cap L.P.) 1 Directors: Margaret Mary Adams Valerie Ellen Huxley Donovan Gijsbertus Wijsmuller R Scott Stevenson Andrew Wiederhorn Secretary: Whitmill Secretaries Limited Charges/Debentures: Legal charge dated 13 November 2000 between Nationwide Building Society and WREP Islands Ugap Limited Legal charge dated 5 April 2001 between WREP Islands Ugap Limited, BEP Islands Limited and WREP Islands Limited Legal charge dated 13 November 2000 between WREP Islands Ugap Limited and WREP Islands No2 Limited. Auditors: None. -22- SCHEDULE 3 COMPLETION OBLIGATIONS 1. The Vendors shall each deliver to the Purchaser (or otherwise make available to the reasonable satisfaction of the Purchaser): (a) stock transfer forms in respect of the Shares held by them respectively duly executed by the registered holder(s) in favour of the Purchaser or to such person or persons as the Purchaser shall direct together with the relevant share certificates in the names of such registered holder(s); (b) the statutory registers and minute books (properly written up to the time immediately prior to Completion), the common seals (if any) and the memoranda and articles of association together with any registered amendments thereto or certified true copies thereof and the certificates of incorporation of the Companies shall be delivered by or on behalf of the Vendors to such registered agent as the Purchaser may appoint; (c) the written resignations of all persons who are directors or company secretaries of each of the Companies as at Completion, containing confirmation that they have no claims (whether statutory contractual or otherwise) against either of the Companies for compensation for loss of office or otherwise, such resignations to take effect on and from Completion; (d) evidence that any charges referred to in schedules 1 and 2 (together with any other encumbrance created by the Company over its assets) have been released; (e) evidence that all the liabilities of the Companies (as set out in the financial statements of the Companies as at 30 September 2001), including without limitation all loan arrangements between the Companies, have been released or otherwise settled in full and that, save in respect of any matters approved by the Purchaser in respect of the period from the date of this Deed to Completion, no further liabilities have been incurred or are likely to be incurred by the Companies. (f) if either of the Companies have appointed auditors as at the time of Completion or at any time since their incorporation, the written resignations of such auditors together with evidence reasonably satisfactory to the Purchaser that: (i) there are no fees or other payments due to them from either of the Companies; and (ii) such resignations are valid and effective as resignations of the auditors of the Companies under the terms of any applicable law; (g) the executed Powers of Attorney; and (h) such other documents as the Purchaser may reasonably require to enable the Purchaser or its nominees to be registered as holders of the Shares; 2. The Vendors shall procure a board meeting of each of the Companies to be held at which: -23- (a) the transfers of the Shares will be approved for registration and to direct that new share certificates are issued accordingly and the respective registers of members updated; (b) all resignations provided for above will be tendered and accepted so as to take effect at the close of the meeting; (c) all persons nominated by the Purchaser (in the case of directors subject to any maximum number imposed by the articles of association of the Companies) will be appointed additional directors and appointed secretary. (d) the registered office of the Companies shall be changed in accordance with the written instructions (if any) given by the Purchaser to the Vendors prior to Completion. 3. The Purchaser shall pay the Purchase Price in accordance with the provisions of clause 3. -24- SCHEDULE 2 FORM OF OPTION NOTICE For the attention of [date] Dear Sirs EXERCISE OF OPTION In accordance with the provisions of clause [4/10] of the Option Agreement dated [ ] between us and [ ] (the "AGREEMENT") we hereby give notice of exercise of the [Option/Right of Acquisiton] in respect of the Option Shares. Completion of the Sale and Purchase Agreement shall take place 5 Business Days from the date hereof. Terms defined in the Agreement shall have the same meaning when used herein. Yours faithfully Director of [ ] In its capacity as general partner of the Anglo Aggmore Limited Partnership -25- SCHEDULE 3 WARRANTIES In this schedule "AGREEMENT" shall mean the Sale and Purchase Agreement and the Option Agreement and "COMPANIES" shall mean the Companies and their subsidiary undertakings from time to time. 1. SHARE CAPITAL 1.1 Other than pursuant to this Agreement there is no agreement, arrangement, understanding or obligation requiring the creation, issue, allotment, sale, transfer, redemption or repayment or the grant to any person of the right (conditional or not) to require the creation, issue, allotment, grant, sale, transfer, redemption or repayment of the Option Shares or any other share or other security in the capital of either of the Companies (including without limitation any option or right of pre-emption or conversion). 2. THE COMPANY AND THE OPTION SHARES 2.1 The Option Shares constitute the whole of the issued and allotted share capitals of the Companies. All of the Option Shares are fully paid or properly credited as fully paid and the Vendors are the sole legal and beneficial owners of them. 2.2 There is no charge, pledge or other Encumbrance in relation to or affecting any of the unissued shares in the capital of either of the Companies. 2.3 The Companies are not and have not agreed to become the holders or other owners of any shares debentures or other securities of any body corporate. 2.4 The Companies have not issued any loan stock or other document or instrument creating or evidencing indebtedness. 2.5 The registers of members and statutory books of each of the Companies contain complete, true and accurate records of the members of the Companies and all the other information which they are required to contain under any applicable law and are fully, properly and accurately drawn up to the date of this Agreement and comply with all the requirements of all applicable laws and all returns particulars resolutions and other documents required to be delivered by the Companies to the Registrar of Companies in the relevant jurisdiction and have been duly delivered within the required time limits and no fines or penalties are outstanding or known to be due. 2.6 The Company has at no time repurchased or contracted to repurchase any of its share capital or equity securities. 3. VENDORS' CAPACITY/AUTHORISATION 3.1 The Vendors each have the requisite power and authority under their respective memoranda and articles of association and have obtained all corporate authorisations and all other applicable government statutory regulatory or other consents licences -26- waivers or exemptions required to empower them to enter into and perform their obligations under this Agreement. 3.2 The execution and delivery of, and the performance by each of the Vendors of their obligations under this Agreement will not result in a breach of any agreement, arrangement, order, judgment or decree of any Court or any governmental agency to which the Vendors are parties or by which the Vendors or any of their assets are bound. 4. BUSINESS OF THE COMPANY 4.1 Save pursuant to the documents listed in Warranty 9 below and other than in respect of their issued share capitals the Companies have not ever had and have not agreed to acquire any assets (other than the Properties) and are not or have not ever been party to any contract (other than those listed in Warranty number 8 below), arrangement, agreement, understanding or transaction of whatever nature and whether in writing or not, contingent or otherwise. 4.2 The Companies have no liabilities (whether actual, accrued, contingent or disputed and whether incurred on a joint or several basis) in respect of: (a) Taxation; (b) the documents listed in Warranty 9; or (c) otherwise howsoever arising whether in relation to indebtedness in the nature of borrowings or otherwise. 4.3 Statements of all the bank accounts and building society accounts and other investment accounts and of the credit or debit balances thereon of each of the Companies as at the Business Day prior to the date of this Agreement are annexed to this Agreement; and neither of the Companies has any bank, building society, investment or deposit account (whether in credit or overdrawn) not included in such statement, and since such statement there have been no payments out of any such accounts; and there are no unpresented cheques drawn by either of the Companies for any amount. 4.4 Neither of the Companies has received notice to repay under any agreement relating to any borrowing or indebtedness in the nature of borrowing on the part of the Companies which is repayable on demand, and there has not occurred any event of default under any agreement relating to any other borrowing or indebtedness in the nature of borrowing on the part of the Companies or any event which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute such an event of default or entitle any person to require repayment of the same prior to the full term of the borrowing or indebtedness in the nature of borrowing. 4.5 All charges by or in favour of either of the Companies have been duly registered in accordance with the provisions of any applicable law in the relevant jurisdictions or comply with all necessary formalities as to registration or otherwise in any other relevant jurisdiction; and the registered particulars of all charges over any assets of either of the Companies are complete and accurate in all material respects. 4.6 The Companies:- (a) do not have, have never had and have not agreed to employ any employees; -27- (b) have not given a power of attorney to any person other than in relation to the execution of documents in relation to the transactions referred to in this Agreement. (c) are not and as a result of Completion will not become subject to a liability to Taxation; 5. THE ACCOUNTS 5.1 True, complete and accurate copies of the balance sheet of each of the Companies (the "Accounts") are attached to the Disclosure Letter. 5.2 The Accounts: (a) give an accurate view of the assets and liabilities of the Companies as at 30 September 2001 (the "Accounts Date") and of profits for the nine months ended on the Accounts Date; (b) disclose all the assets of the Companies as at the Accounts Date; (c) make full provision for, reserve for or disclose, as appropriate, all liabilities, whether actual, contingent, unquantified or disputed, all capital commitments, whether actual or contingent, and all bad or doubtful debts of the Companies as at the Accounts Date in each case, in accordance with all applicable law. 6. COMPLIANCE WITH LAW The Companies have complied in all material respects with applicable legal and administrative requirements in any jurisdiction in which they are incorporated or in which they have carried on business since their incorporation. 7. INSOLVENCY 7.1 No order has been made, petition presented or threatened or resolution passed for the winding up of the Companies or either of them or for the appointment of any insolvency practitioner of any description (whether provisional or otherwise) pursuant to the law of any jurisdiction in respect of the Companies or either of them or the whole or any part of their businesses or assets. 7.2 Both of the Companies are of good standing and all official taxes, duties fees and other imposts of like nature have been paid in full in accordance with applicable legislation and all necessary filings have been made in order to keep them in good standing in their respective jurisdictions of incorporation. 8. CONTRACTS Neither the Vendors nor the Companies have any knowledge of the invalidity of or a ground for termination, avoidance, rescission, or repudiation of an agreement, arrangement or obligation to which the Companies or either of them are party. No party with whom the Companies or either of them have entered into an agreement, arrangement or obligation has given notice of its intention to terminate or has sought to avoid, rescind, repudiate or disclaim any such agreement, arrangement or obligation. -28- 9. OPERATING HISTORY Since incorporation the only agreements entered into by the Companies are the following: (i) joint venture agreement dated 10 November 2000 and made between R.N.Middleton Esq (1) WREP Islands Ugap Limited (2) and WREP Islands Limited (3); (ii) legal charge dated 13 November 2000 and made between WREP Islands Ugap Limited (1) and WREP Islands No. 2 Limited (2); (iii) deed of subordination dated 13 November 2000 and made between WREP Islands Limited (1), WREP Islands Ugap Limited (2) and Nationwide Building Society (3); (iv) deed of priorities dated 13 November 2000 and made between Nationwide Building Society (1), WREP Islands Limited (2), WREP Islands Ugap Limited (3) and WREP Islands No. 2 Limited (4); (v) legal charge dated 13 November 2000 and made between Nationwide Building Society (1) and WREP Islands Ugap Limited (2); (vi) loan document dated 13 November 2000 and made between WREP Islands Limited (1) and WREP Islands Ugap Limited (2); (vii) loan document dated 20 October 2000 and made between Nationwide Building Society (1) and WREP Islands Ugap Limited (2); (viii) legal charge dated 5 April 2001 and made between WREP Islands Ugap Limited (1), BEP Islands Limited (2) and WREP Islands Limited (3); (ix) administration agreement dated 30 June 1998 and made between WREP Islands Limited (1) and Wilshire Servicing Company UK Limited (2); (x) Barclays Bank Treasury Loan dated 29 June 1998 and made between WREP Islands limited (formerly Myrtle Properties Limited) (1) and Barclays Bank Plc (2); (xi) debenture dated 30 June 1998 and made between WREP Islands Limited (formerly Myrtle Properties Limited) (1) and Barclays bank Plc (2); (xii) rate swap instrument dated 1 July 1998 and made between Barclays Bank Plc (1) and WREP Islands Limited (formerly Myrtle Properties Limited) (2); (xiii) deed of subordination dated 28 January 1999 and made between Wilshire Real Estate Partnership LP (1), WREP Islands Limited (2) and Nationwide Building Society (3); (xiv) composite deed of release dated 28 January 1999 and made between Barclays Bank Plc (1) and WREP Islands Limited (2); (xv) interest bearing subordinated debt agreement dated 30 June 1998 and made between Wilshire Real Estate Partnership LP (1) and WREP Islands Limited (2); -29- (xvi) sterling loan facility agreement dated 30 November 1998 and made between Nationwide Building Society (1) and WREP Islands Limited (2); (xvii) novation agreement dated 27 January 1999 and made between WREP Islands Limited (1), Barclays Bank Plc (2) and Nationwide Building Society (3); (xviii) debenture dated 28 January 1999 and made between WREP Islands Limited (1) and Nationwide Building Society (2); and (xix) legal charge dated 28 January 1999 and made between WREP Islands Limited (1) and Nationwide Building Society (2) and no Company has any liability or obligation under any such agreement which remains to be performed or is outstanding or contingent. 10. INSURANCE Copies of the Companies insurance polices are attached to the Disclosure Letter and all premiums due in respect of such policies have been paid in full and so far as the Vendors are aware there are no circumstances which entitle the insurers to avoid the insurances thereon. 11. ASSETS The Companies have no assets apart from the Properties and do not require any assets for the proper conduct of their businesses. 12. ENCUMBRANCES 12.1 There are not at today's date Encumbrances of any nature on or affecting the assets of the Companies or the Properties or any part of the assets of the Companies or any part of the Properties. 12.2 At the date hereof there are no encumbrances which have been registered at either Her Majesty's Land Registry or at the Companies Registry and neither the Vendors nor the Companies are aware of any person who would be entitled to apply for any such registration. 13. INFORMATION The information in Schedules 1 and 2 is true and accurate in all respects. 14. LITIGATION Neither of the Companies is a party (whether as claimant or defendant or otherwise) to any claim, litigation, arbitration, prosecution or other legal or quasi legal proceedings or enquiry and neither of the Companies has been engaged in any such claim, proceedings or enquiry during the three years prior to today's date and there are no claims or actions (whether criminal or civil) pending or, so far as the Vendors are aware threatened or anticipated by or against either of the Companies or any of their directors or employees in relation to the Companies, their businesses or the Properties or in respect whereof either of the Companies is liable to indemnify any party -30- concerned or may be vicariously liable and so far as the Vendors are aware there are no circumstances likely to give rise to such a claim. -31- SCHEDULE 4 THE VENDORS WREP ISLANDS LIMITED Fog Cutter Capital Group Inc 1410 SW Jefferson Street Portland Oregon 97201 United States of America WREP ISLANDS UGAP LIMITED Fog Cap L.P. 1410 SW Jefferson Street Portland Oregon 97201 United States of America -32- Signed by ) ) as attorney for and in the name of ) FOG CUTTER CAPITAL GROUP INC ) D.G.WIJSMULLER in the presence of: ) Tina Parker Le Quesne Chambers 9 Burrard Street St Helier Jersey Signed by ) as attorney for and in the name of ) D.G.WIJSMULLER FOG CAP L.P. ) in the presence of: ) Tina Parker Le Quesne Chambers 9 Burrard Street St Helier Jersey Signed by ) ANGLO IRISH EQUITY LIMITED ) as General Partner for ) THE ANGLO AGGMORE LIMITED PARTNERSHIP ) in the presence of:- ) Director JOHN DALY Director DAVID MURRAY -33- Signed by ) as attorney for and in the name of ) FOG CUTTER CAPITAL GROUP INC ) D.G.WIJSMULLER in the presence of:- ) Tina Parker Le Quesne Chambers 9 Burrard Street St Helier Jersey -34- EX-99.1 6 a2065038zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 FOG CUTTER CAPITAL GROUP INC. PRO FORMA FINANCIAL INFORMATION - NARRATIVE FORMAT The following unaudited pro forma financial information of Fog Cutter Capital Group Inc. (the "Company") gives effect to the sale of properties to The Anglo Aggmore Limited Partnership, as if the transaction occurred as of January 1, 2000 with respect to the unaudited pro forma operating information and as of September 30, 2001 with respect to the unaudited pro forma financial condition information. The unaudited pro forma financial information is not necessarily indicative of the results that might have been achieved by the Company if the sale had been consummated as of the indicated dates. The unaudited pro forma financial information should be read in conjunction with the historical consolidated financial statements of the Company, together with the related notes thereto, which were filed November 13, 2001 on Form 10-Q for the period ended September 30, 2001. ----------------------------------- On November 19, 2001, Fog Cutter Capital Group Inc. (the "Company") sold eighteen retail and office properties, totaling approximately 242,000 square feet, to The Anglo Aggmore Limited Partnership, an unaffiliated third party. The properties were located in the Midlands and Southeast of England. The properties were sold for approximately 14.0 million GBP ($19.7 million). The purchase price was determined through arms length negotiations between the Company and the buyer. Approximately 10.8 million GBP ($15.3 million) of the proceeds of the sale was used to repay mortgage loans on the properties held by Nationwide Building Society. The pro forma effect of this transaction on the September 30, 2001 statement of financial condition would have resulted in a decrease in total assets from $125.0 million to $109.3 million and a decrease in total liabilities from $75.6 million to $58.8 million. The decrease in total assets of $15.7 million is the result of the following: 1) sale of real estate with a carrying value of $19.2 million, 2) elimination of unearned rent receivables of $0.4 million included in Other Assets and 3) charge-off of $0.2 million in capitalized financing costs included in Other Assets relating to the original acquisition of the real estate sold. These amounts were offset, in part, by $4.1 million of additional cash provided by the pro forma effect of the disposed assets after the repayment of $16.0 million (on a pro forma basis) of long-term debt. The pro forma effect of this transaction on Stockholders' Equity on September 30, 2001 would be an increase from $45.4 million to $46.5 million. The $1.1 million increase is due to the effect of adjusting retained earnings for the disposal of the assets. Additionally, the pro forma effect of these transactions would result in the following changes to the operations of the Company for the year ended December 31, 2000 and the nine months ended September 30, 2001: Decrease in net income from real estate operations of $0.2 million for the nine months ended September 30, 2001. Decrease in portfolio service fees and expenses of $0.1 million and $0.1 million for the year ended December 31, 2000 and the nine months ended September 30, 2001, respectively. No change in gain on sale of real estate for the year ended December 31, 2000. Net loss for the year ended December 31, 2000 would have decreased from $15.5 million to $15.4 million. Basic and diluted net loss per share of $1.48 would decrease to $1.47 per share. Net loss for the nine months ended September 30, 2001 would have increased from $11.2 million to $11.3 million. Basic and diluted net loss per share of $1.06 would increase to $1.07 per share. Certain statements contained herein may not be based on historical facts and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended. Forward-looking statements which are based on various assumptions (some of which are beyond the Company's control) may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as "may," "will," "believe," "expect," "anticipate," "continue" or similar terms or variations on those terms, or the negative of those terms. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, including, but not limited to, those related to the economic environment, particularly the market areas in which the Company operates, the financial and securities markets and the availability of and costs associated with sources of liquidity, competitive products and pricing, the real estate market, fiscal and monetary policies of the U.S. government, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management and asset/liability management. Except as may be required by law, the Company does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions, which may be made to any forward-looking statements. EX-99.2 7 a2065038zex-99_2.txt EXHIBIT 99.2 Exhibit 99.2 FOR: FOG CUTTER CAPITAL GROUP INC. CONTACT: Fog Cutter Capital Group Inc. (503) 721-6500 Andrew A. Wiederhorn, Chairman and CEO (503) 721-6500 Lawrence A. Mendelsohn, President, or (503) 721-6500 R. Scott Stevenson, Chief Financial Officer FOR IMMEDIATE RELEASE FOG CUTTER CAPITAL GROUP INC. SELLS U.K. REAL ESTATE PORTFOLIO PORTLAND, Oregon-- November 26, 2001 - Fog Cutter Capital Group Inc. (Nasdaq: FCCG), an opportunistic investment group specializing in mortgage and real estate related assets has sold a portfolio in the United Kingdom of 18 retail and office properties, located in the Midlands and Southeast of England, for a net price of 14.0 million GBP ($19.7 million). In conjunction with the sale, secured indebtedness in the amount of 10.8 million GBP ($15.3 million) was retired. The sale resulted in a gross gain of 1.2 million GBP ($1.7 million), which was partially offset by a loan prepayment penalty of 0.5 million GBP ($0.7 million), resulting in a net gain of 0.7 million GBP ($1.0 million). The net gain will also be partially offset by the recognition of unrealized currency exchange losses of $0.7 million resulting from the distribution of net proceeds from the Company's foreign subsidiary. Since these unrealized currency losses had previously been deducted from the equity capital of the Company, stockholders' equity will increase as a result of the sale by the full amount of the net gain. The sold properties totaled 242,000 square feet and were originally acquired by the Company in 1998 and 2000 as part of the Company's REIT income property portfolio. Four other assets from this original portfolio had been sold in 2000 at a gain of $1.2 million. With the completion of this transaction, the Company has now disposed of all of its direct investment in U.K. income property, however, the Company continues to hold a significant investment in Europe through its 26% interest in Bourne End Properties PLC ("Bourne End"). Bourne End is a specialist investor in retail property, currently owning fifteen town shopping centers located in England and Scotland. The centers range in size from 80,000 square feet to 340,000 square feet. In 2000 the Company organized and led a group of investors to purchase all of the outstanding capital stock of Bourne End. The Company made its investment via its wholly owned subsidiary, BEP Islands Limited, along with partners Merrill Lynch (Jersey) Holdings Limited (a subsidiary of Merrill Lynch & Co., Inc.) and Greenbau Estuary Limited (an affiliate of Catalyst Capital LLP, formerly known as The Greenwich Group International). At the time of the acquisition, Bourne End had approximately 169.6 million GBP ($245.1 million) of assets and 123.1 million GBP ($177.9 million) of debt. The group's strategy is to reposition each of the centers, including new capital expenditures on existing space and new development on excess or adjoining land, with the ultimate goal of reselling many of the properties. Founded in 1997, Fog Cutter Capital Group Inc. focuses on opportunistic investing, structuring and managing real estate-related assets, including the acquisition of companies engaged in real estate investment activities, mortgage-backed securities, mezzanine real estate loans and other real estate related assets. The Company invests where its expertise in intensive asset management, mortgage and real estate credit analysis and financial structuring can create value. Many of these investments, particularly in corporate acquisitions, are acquired in conjunction with partners. The Company seeks to invest directly or indirectly in real estate-related assets that provide an appropriate risk-adjusted rate of return and the opportunity for capital gains. The Company maintains a flexible approach with respect to the nature of its investments, seeking to take advantage of opportunities as they arise or are developed. FORWARD LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements. All of the statements contained in this release, which are not identified as historical, should be considered forward-looking. In connection with certain forward-looking statements contained in this release and those that may be made in the future by or on behalf of the company which are identified as forward-looking, the company notes that there are various factors that could cause actual results to differ materially from those set forth in any such forward-looking statements. Such factors include but are not limited to, the real estate market, the availability of real estate assets at acceptable prices, the availability of financing, interest rates, and European markets. Accordingly, there can be no assurance that the forward-looking statements contained in this release will be realized or that actual results will not be significantly higher or lower. The forward-looking statements have not been audited by, examined by, or subjected to agreed-upon procedures by independent accountants, and no third party has independently verified or reviewed such statements. Readers of this release should consider these facts in evaluating the information contained herein. The inclusion of the forward-looking statements contained in this release should not be regarded as a representation by the company or any other person that the forward-looking statements contained in this release will be achieved. In light of the foregoing, readers of this release are cautioned not to place undue reliance on the forward-looking statements contained herein. -----END PRIVACY-ENHANCED MESSAGE-----