Brief Description of the LOT

SPECIAL CONDITIONS

Lot number 5

Brief description of the LOT 169-175 Croydon Road Penge London SE20 7TY

Name and address of the SELLER

Great Oaks Estates Limited of 148 Field End Road Eastcote Middlesex HA5 1RT

Name, address and reference of the SELLER’S SOLICITORS

PKP French of 2nd Floor Queens House Kymberley Road Harrow Middlesex HA1 1US ( Ref: JP Great Oaks)

Leasehold

Registered or unregistered?

Registered

Title Guarantee Full Title Guarantee

Deposit 10% of the purchase price to be held by the SELLERS SOLICITORS as stakeholders

INTEREST RATE

5% above the Barclays Bank Base Rate

AGREED COMPLETION DATE 12th August 2010

VAT GENERAL CONDITION 15 shall apply as amended in paragraph 9 of the SECOND SCHEDULE

Insurance

The GENERAL CONDITIONS shall apply as amended in paragraph 11 of the SECOND SCHEDULE

Vacant or let?

The sale is subject to the TENANCIES and DOCUMENTS listed in the FIRST SCHEDULE

Rights sold with the LOT None save as referred to in the registered leasehold title

Exclusions from the sale

None save as referred to in the registered leasehold title Reservations to the SELLER

What the sale is subject to The matters set out in the GENERAL CONDITIONS and those items referred to in the SECOND SCHEDULE

Amendments to the GENERAL CONDITIONS

Please refer to the provisions contained in the SECOND SCHEDULE

Extra SPECIAL CONDITIONS

Please refer to the provisions contained in the SECOND SCHEDULE

TRANSFER

Capital Allowances

Maintenance agreements

There are no maintenance agreements to be taken over by the BUYER

There are no employees to which TUPE applies

Environmental

GENERAL CONDITION 21 (ENVIRONMENTAL) applies and the SELLER has made available an extract of the report by Landmark Information Group dated 8th June 2010 THE FIRST SCHEDULE

The LOT is sold subject to and with the benefit of the following:

Date Document Parties

17th November Lease H22 Limited (1) 2006 Tesco Stores Limited (2)

TBA Lease H22 Limited (1) Shelley Chopra (2) THE SECOND SCHEDULE (EXTRA SPECIAL CONDITIONS)

IT IS HEREBY AGREED as follows:-

1. The BUYER shall be deemed:-

1.1 to have made all searches and enquiries (whether or not a search (up to date or not) has been provided and that a prudent BUYER would make prior to entering into a contract to purchase real property;

1.2 to have knowledge of all matters that would be disclosed by the items referred to in paragraph 2 below and to purchase subject to all matters on such searches whether or not they have been received.

2. Notwithstanding anything contained or referred to in the GENERAL CONDITIONS or in the SPECIAL CONDITIONS no representation warranty or condition (collateral or otherwise) is made or implied as to:

2.1 the state and condition of the LOT or any part of it;

2.2 whether the LOT is subject to any notices or schemes or developments orders;

2.3 whether the LOT is in an area where redevelopment is proposed or is subject to a road widening proposal scheme or any other similar matter affecting its use and occupation.

3. The BUYER shall be deemed to purchase the LOT in all respects subject to any of the matters referred to in this CONTRACT which may affect the LOT whether or not the BUYER has made any enquiries of such matters (whether known to them or not) and the BUYER shall not raise any requisitions or make any objections in respect of any of those matters and the SELLER shall not in any way be liable to the BUYER in respect of any of the matters or failure to disclose any of those matters (it being the sole duty of the BUYER to satisfy himself at his own risk in respect of all of these matters).

4. The BUYER shall not raise any requisitions or may any objection in relation to any matter referred to in this CONTRACT and the BUYER shall indemnify the SELLER in respect of any claims which may arise relating to those matters.

5. The BUYER admits:

5.1 that prior to entering into this CONTRACT it has inspected the LOT or has had the opportunity to inspect the LOT and that is has full knowledge of the actual state and condition of the LOT;

5.2 that this CONTRACT has not been made on the basis of any representation or warranty (written or oral expressed or implied) made by or on behalf of the SELLER or any other third party save for written replies to enquiries supplied by the SELLER’S SOLICITORS.

6. The Seller hereby undertakes to deal expeditiously with all requisitions raised by the Land Registry in respect of the transfer to the Buyer. THE FOLLOWING PROVISIONS of this clause shall apply in relation to any property which is registered if on the Completion Date:-

a) the Seller is willing and able to deliver a Transfer to the Buyer; and b) the Buyer is unwilling to complete on the grounds that the Seller is not the registered proprietor of the Property

(i) The Deposit shall as from the Completion Date be held by the Seller’s Solicitors as agents for the Seller and the Buyer shall on the Completion Date pay the balance to the Seller’s Solicitors as agents for the Seller by way of further deposit and all outgoings and rents in relation to the Property shall thereafter be paid by the Buyer

(ii) If the balance is not paid on the Completion Date then the balance of the Purchase Price shall bear interest at the Interest Rate calculated on a day to day basis from the Completion Date to actual completion and the Seller may at any time thereafter give notice in writing to the Buyer or the Buyer’s Solicitors requiring payment of the balance in conformity with this clause

(iii) Upon service of notice pursuant to paragraph (ii) it shall become and be a term of this Agreement in respect of which time shall be of essence that the Buyer shall pay the balance within nine working days after service of the notice (exclusive of the date of service)

(ii) If the Buyer refuse or fails to pay the balance pursuant to paragraph (i) (or alternatively refuses to complete the purchase by taking a transfer of the property notwithstanding the fact that registration of the Seller’s title has not been completed) the deposit shall be forfeited and if the Seller re-sells the Property within twelve months of the expiration of the period of nine working days referred to in paragraph (iii) the Seller shall be entitled (without crediting the deposit) to recover from the Buyer the amount of any loss occasioned to the Seller whether by expenses of and incidental to such re-sale or by diminution as to any of the Properties.

7. This CONTRACT constitutes the entire agreement between the BUYER and the SELLER.

8. The parties to this agreement submit to the exclusive jurisdiction of the competent courts of England and Wales and this agreement shall be construed in accordance with the law of England and Wales.

9. The BUYER will:

9.1 use its best endeavours to procure that it is registered as proprietor of the registered title to the LOT (“REGISTERED TITLE”) within 3 months after the date of actual completion; and

9.2 provide to the SELLER as soon as they are available office copy entries of the REGISTERED TITLE showing the BUYER as registered proprietor.

10. In relation to VAT:

10.1 The definition of “VAT ELECTION” in the GENERAL CONDITIONS is deleted and replaced with:

“OPTION TAX

an option to tax pursuant to Paragraph 2 of Schedule 10 to the VAT Act 1984 in respect of the LOT”

10.2 GENERAL CONDITION 15.2 (b) is replaced with the following:

“has, where necessary, exercised in relation to the LOT an OPTION TO TAX that remains valid”.

10.3 GENERAL CONDITION 15.3 (b) is replaced with the following:

“has exercised or will exercise on or before the relevant date (as defined in Article 3 of the Value Added Tax (Special Provisions) Order 1995) (the “RELEVANT DATE”), an OPTION TO TAX in relation to the LOT”.

10.4 GENERAL CONDITION 15.3 (c) is replaced with the following:

“is to give the SELLER as early as possible before the AGREED COMPLETION DATE evidence of the VAT registration that an OPTION TO TAX has been exercised and notified in writing to HM Revenue and Customs before the RELEVANT DATE”.

10.5 GENERAL CONDITION 15.3 (d) is replaced with the following:

“must not revoke the OPTION TO TAX”.

10.6 The following new paragraphs 15.3 (e), (f) and (g) are to be inserted:

“(e) warrants that the provisions of Article 5 (2B) of the Value Added Tax (Special Provisions) Order 1995 do not apply to the BUYER

(f) warrants it is not a party to this agreement as a trustee, nominee or agent for any other person

(g) warrants it has not given, and will not give, to the SELLER any certificate under Paragraphs 6, 7 or 10 of Schedule 10 VAT Act 1994”.

10.7 GENERAL CONDITION 15.5 is deleted and replaced with:

“The SELLER will preserve all VAT business records (the “RECORDS”) for such period as may be required by law and will allow the BUYER on reasonable notice to inspect the RECORDS and take copies thereof”.

11. GENERAL CONDITION 2.2 (b) (as amended by EXTRA CONDITION 4) shall be deleted and replaced with the following:

“is to be held by the SELLER’S SOLICITORS as stakeholders”.

12. GENERAL CONDITION 3.3 shall be deleted and replaced with the following:

“If under a TENANCY the SELLER insures the LOT then the SELLER is to pay any refund of premium to each tenant in the proportion that the tenant pays premiums under its TENANCY first deducting any arrears of premium due from the tenant”.

13. The following EXTRA CONDITION 17 shall be inserted:

“If the BUYER is a foreign registered company then the BUYER shall procure that a legal opinion in a form reasonably acceptable to the SELLER and given as at the ACTUAL COMPLETION DATE is provided to the SELLER by the BUYER’S instructed foreign lawyers (the “OPINION”) on the ACTUAL COMPLETION DATE and the BUYER shall be deemed not to be ready able and willing to complete unless and until the OPINION is provided”.