exhibit10_1.htm


    Exhitit
      10.1


    


    DATED:                 14 SEPTEMBER                
      2007

     

    


    


    FOCUS
      INFORMATION LIMITED


    (the
      Seller)

    and

    TRAFIGURA
      LIMITED

    (the
      Buyer)

    _________________________________________________________

     

    Contract
      for Sale and Purchase

    


    –of–

    Premises
      known as

    Part
      Third Floor (South) Portman House

    2
      Portman Street, London W1


    _________________________________________________________

    


    


    


    


    


    


    GIBSON,
      DUNN & CRUTCHER LLP

    __________

    Telephone
      House

    2-4
      Temple Avenue, London EC4Y 0HB

    020
      7071
      4000  Tel     020 7071
      4244  Fax

    Ref:  AAS/CJB/19486.00018

    22251_2.doc

    


    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

    
       

      Contents

       

    

     

    
      	
              Clause

            	
               

            	
               

            	
               

            	
               

            
	 	 	 	 	 
	
              1.

            	
               

            	
              Interpretation                                                                                                          

            	
               

            	
              3

            
	2.	 	Sale
              and purchase	 	
               4

            
	3.	 	
              Conditions

            	 	
              5

            
	4.	 	Risk
              and insurance	 	
               5

            
	5.	
               

            	
              Deposit

            	
               

            	
              5

            
	6.	 	Deducing
              title	 	
               5

            
	7. 	
               

            	
              Vacant
                Possession

            	
               

            	
              6

            
	8. 	 	Title
              guarantee	 	
               6

            
	
              9.   

            	
               

            	
              Matters
                affecting the Property

            	
               

            	
              6

            
	10. 	 	Consent	 	
               6

            
	
              11.

            	
               

            	
              
                Assignment

              

            	
               

            	
               8

            
	12. 	 	VAT	 	
               9

            
	
              13.

            	
               

            	
              Completion

            	
               

            	
              9

            
	14.	 	
              Apportionment
                of rent payable under the Lease

            	 	
               10

            
	
              15.

            	
               

            	
              
                Service
                  charge due under the Lease

              

            	
               

            	
              10

            
	16.	 	
              Buyer's
                acknowledgement of condition

            	 	
               11

            
	
              17.

            	
               

            	
              
                Entire
                  agreement

              

            	
               

            	
               11

            
	18. 	 	
              Joint
                and several liability

            	 	
               12

            
	
              19.

            	
               

            	
              
                Notices

              

            	
               

            	
              12

            
	20. 	 	
              Rights
                of third parties

            	 	
               13

            
	
              21.

            	 	
              
                Governing
                  law and jurisdiction

              

            	 	
              13

            
	 	 	 	 	 
	
                

            	
               

            	
               

            	
               

            	
               

            
	 	 	 	 	 
	
                

            	
               

            	
               

            	
               

            	
               

            
	Schedule	 	Documents
              of title referred to in clause 6	 	 
	
               

            	
               

            	
               

            	
               

            	
              14

            
	 	 	 	 	 
	
                

            	
               

            	
               

            	
               

            	
               

            




                                                                                                                 

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

    
 

    THIS  CONTRACT
      is dated:   14 September 2007

     

     

    Parties

     

     

    
      	
              (1)  

            	
              FOCUS
                INFORMATION LIMITED (formerly Property Intelligence Limited)
                incorporated and registered in England and Wales with company number
                01789170 whose registered office is at 3rd Floor, Portman House,
                2 Portman
                Street, London W1H 6EB
                (Seller).

            


    

     

     

    
      	
              (2)  

            	
              TRAFIGURA
                LIMITED incorporated and registered in England and Wales with
                company number 02737924 whose registered office is at Portman House,
                2
                Portman Street, London W1H 6DU
                (Buyer).

            


    

     

     

    Agreed
      terms

     

     

    
      	
              1.  

            	
              Interpretation

            


    

     

    
      	
              1.1  

            	
              The
                definitions in this clause apply in this
                contract.

            


    

     

    Buyer's
      Conveyancer: Grundberg Mocatta Rakison LLP, 15-19
      Kingsway, London WC2N 6UB (Ref: Bernard Mocatta).

     

    Completion
      Date: 24th June 2008 (or such earlier date as may be
      specified in accordance with a notice served by the Seller pursuant to the
      provisions of clause 13.2).

     

    Consent:
      the consent of the landlord to the assignment to the Buyer of the residue of
      the
      term granted by the Lease.

     

    Contract
      Rate: 4% per annum above the base lending rate from
      time to time of Barclays Bank PLC.

     

    Deposit:£1,500,000.00
      (exclusive of VAT).

     

    Landlord:
      the person entitled to the immediate reversion to the Lease.

     

    Lease:
      the lease of the premises known as Part Third Floor (South), Portman House,
      Portman Street, London W1 dated 8th August 2003 and made between 484/504 Oxford
      Street (No.1) Limited and 484/504 Oxford Street (No.2) Limited (1) and Property
      Intelligence Plc (2) and every document varying or supplemental or collateral
      to
      it.

     

    Part
      1 Conditions: the conditions in Part 1 of the Standard
      Commercial Property Conditions (Second Edition) and Condition
means any one of them.

     

    Part
      2 Conditions: the conditions in Part 2 of the Standard
      Commercial Property Conditions (Second Edition).

     

    Property:
      the leasehold property at Part Third Floor (South), Portman House, Portman
      Street, London W1 as demised by the Lease.

     

    Purchase
      Price: such amount as may be payable by the Buyer to
      the Seller pursuant to the provisions of clause 13.3, 13.4 or 13.5 as
      appropriate.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Seller's
      Conveyancer: Gibson, Dunn & Crutcher LLP of
      Telephone House, 2/4 Temple Avenue, London EC4Y 0HB (Ref: Alan
      Samson/19486.00018).

     

    Superior
      Landlord: the person entitled to the reversion
      (whether immediate or not) expectant on the determination of the term granted
      by
      a Superior Lease.

     

    Superior
      Lease: a lease which is superior to the
      Lease.

     

    VAT:
      value added tax chargeable under the Value Added Tax Act 1994 and any similar
      replacement and any similar additional tax.

     

    1994
      Act: Law of Property (Miscellaneous Provisions) Act
      1994.

     

     

    
      	
              1.2  

            	
              The
                rules of interpretation in this clause apply in this
                contract.

            


    

     

     

    
      	
              1.3  

            	
              A
                person includes a corporate or unincorporated
                body.

            


    

     

     

    
      	
              1.4  

            	
              Unless
                otherwise specified, a reference to a particular law is a reference
                to it
                as it is in force for the time being, taking account of any amendment,
                extension, application or re-enactment and includes any subordinate
                legislation for the time being in force made under
                it.

            


    

     

     

    
      	
              1.5  

            	
              A
                reference to laws in general is to all local, national and directly
                applicable supra-national laws in force for the time being, taking
                account
                of any amendment, extension, application or re-enactment and includes
                any
                sub-ordinate laws for the time being in force made under them and
                all
                orders, notices, codes of practice and guidance made under
                them.

            


    

     

     

    
      	
              1.6  

            	
              The
                expression tenant covenant has the meaning given to it by
                the Landlord and Tenant (Covenants) Act
                1995.

            


    

     

     

    
      	
              1.7  

            	
              Writing
                or written includes faxes but not
                e-mail.

            


    

     

     

    
      	
              1.8  

            	
              Except
                where a contrary intention appears, a reference to a clause or Schedule
                is
                a reference to a clause of or Schedule to this
                contract.

            


    

     

     

    
      	
              1.9  

            	
              Clause
                and Schedule headings do not affect the interpretation of this
                contract.

            


    

     

     

    
      	
              2.  

            	
              Sale
                and purchase

            


    

     

    
      	
              2.1  

            	
              The
                Seller will sell and the Buyer will buy the residue of the term of
                years
                granted by the Lease for the Purchase Price on the terms of this
                contract.

            


    

     

     

    
      	
              2.2  

            	
              The
                Buyer cannot require the Seller to:

            


    

     

    
      	
              (a)  

            	
              assign
                the Lease or any part of it to any person other than the Buyer;
                or

            


    

     

    
      	
              (b)  

            	
              assign
                the Lease in more than one parcel or by more than one transfer;
                or

            


    

     

    
      	
              (c)  

            	
              apportion
                the Purchase Price between different parts of the
                Property.

            


    

     

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	
              3.  

            	
              Conditions

            


    

     

    
      	
              3.1  

            	
              The
                Part 1 Conditions are incorporated in this contract so far as
                they:

            


    

     

    
      	
              (a)  

            	
              apply
                to a sale by private treaty;

            


    

     

    
      	
              (b)  

            	
              relate
                to leasehold property;

            


    

     

    
      	
              (c)  

            	
              are
                not inconsistent with the other clauses in this contract;
                and

            


    

     

    
      	
              (d)  

            	
              have
                not been modified or excluded by any of the other clauses in this
                contract.

            


    

     

     

    
      	
              3.2  

            	
              The
                Part 2 Conditions are not incorporated into this
                contract.

            


    

     

     

    
      	
              3.3  

            	
              Condition
                1.1.4(a) does not apply to this
                contract.

            


    

     

     

    
      	
              4.  

            	
              Risk
                and insurance

            


    

     

    
      	
              4.1  

            	
              With
                effect from exchange of this contract, the Property is at the Buyer's
                risk
                and the Seller is under no obligation to the Buyer to insure the
                Property.

            


    

     

     

    
      	
              4.2  

            	
              No
                damage to or destruction of the Property, nor any deterioration in
                its
                condition, however caused, will entitle the Buyer either to any reduction
                of the Purchase Price or to refuse to complete or to delay
                completion.

            


    

     

     

    
      	
              4.3  

            	
              Conditions
                7.1.2, 7.1.3 and 7.1.4(b) do not apply to this
                contract.

            


    

     

     

    
      	
              5.  

            	
              Deposit

            


    

     

    
      	
              5.1  

            	
              On
                the date of this contract, the Buyer will pay the Deposit by direct
                credit
                to the Seller's Conveyancer as stakeholder on terms that on completion
                the
                Deposit is paid to the Seller with accrued
                interest.

            


    

     

     

    
      	
              5.2  

            	
              Conditions
                2.2.1 and 2.2.2 do not apply to this
                contract.

            


    

     

     

    
      	
              6.  

            	
              Deducing
                title

            


    

     

    
      	
              6.1  

            	
              The
                Seller's title to the Lease has been deduced to the Buyer's Conveyancer
                before the date of this contract and commences with the
                Lease.  The documents of title are listed in the Schedule and
                copies have been given to the Buyer's
                Conveyancer.

            


    

     

     

    
      	
              6.2  

            	
              The
                Buyer is deemed to have full knowledge of the title and is not entitled
                to
                raise any objection, enquiry or requisition in relation to
                it.

            


    

     

     

    
      	
              6.3  

            	
              Conditions
                6.1, 6.2, 6.3.1 and 6.4.2 do not apply to this
                contract.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              7.  

            	
              Vacant
                possession

            


    

     

    
      	
              7.1  

            	
              The
                Property will be sold with vacant possession on completion (subject
                to
                clause 16).

            


    

     

     

    
      	
              8.  

            	
              Title
                guarantee

            


    

     

    
      	
              8.1  

            	
              The
                Seller will assign the Lease with full title guarantee but the covenants
                implied by sections 3 and 4 of the 1994 Act shall be limited so that
                the
                Seller will have no liability under them for the consequences of
                any
                breach of the terms of the Lease relating to the physical state or
                condition of the Property.

            


    

     

     

    
      	
              8.2  

            	
              Condition
                6.6.2 does not apply to this
                contract.

            


    

     

     

    
      	
              9.  

            	
              Matters
                affecting the Property

            


    

     

    
      	
              9.1  

            	
              The
                Seller will assign the residue of the term of years granted by the
                Lease
                free from encumbrances other than:

            


    

     

    
      	
              (a)  

            	
              the
                tenant covenants and all terms and conditions contained or referred
                to in
                the Lease;

            


    

     

    
      	
              (b)  

            	
              any
                matters discoverable by inspection of the Property before the date
                of this
                contract;

            


    

     

    
      	
              (c)  

            	
              any
                matters which the Seller does not and could not reasonably know
                about;

            


    

     

    
      	
              (d)  

            	
              any
                matters disclosed or which would have been disclosed by the searches
                and
                enquiries which a prudent buyer would have made before entering into
                this
                contract;

            


    

     

    
      	
              (e)  

            	
              public
                requirements;

            


    

     

    
      	
              (f)  

            	
              any
                matters which are, or (where the Lease is not registered) would be,
                unregistered interests which override first registration under Schedule
                1
                to the Land Registration Act 2002;
                and

            


    

     

    
      	
              (g)  

            	
              any
                matters disclosed in the documents listed in the
                Schedule.

            


    

     

     

    
      	
              9.2  

            	
              Conditions
                3.1.1, 3.1.2, 3.1.3 and 3.3 do not apply to this
                contract.

            


    

     

     

    
      	
              9.3  

            	
              The
                Buyer is deemed to have full knowledge of the matters referred to
                in
                clause 9.1 and will not raise any enquiry, objection, requisition
                or claim
                in respect of any of them.

            


    

     

     

    
      	
              10.  

            	
              Consent

            


    

     

    
      	
              10.1  

            	
              Completion
                is conditional on Consent being
                obtained.

            


    

     

     

    
      	
              10.2  

            	
              Subject
                to the Buyer complying with all its obligations under this clause,
                the
                Seller will apply for and use all reasonable endeavours to obtain
                Consent
                but the Seller will not be obliged to seek any declaration of the
                Court
                that Consent has been or is being unreasonably
                withheld.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              10.3  

            	
              The
                Buyer will, without delay:

            


    

     

    
      	
              (a)  

            	
              supply
                all information, accounts and references as the Landlord, any Superior
                Landlord or the Seller may require in connection with an application
                for
                or consideration of Consent;

            


    

     

    
      	
              (b)  

            	
              ensure
                that any amendments that the Buyer proposes to make to the form of
                Consent
                or to any document mentioned in clause 10.3(c) that has been submitted
                to
                the Buyer or to the Buyer's Conveyancer, are reasonable and are
                communicated promptly to the Seller's
                Conveyancer;

            


    

     

    
      	
              (c)  

            	
              (it
                being the intention of the parties that the Seller shall not be required
                to enter into an Authorised Guarantee Agreement), if either the Landlord
                or any Superior Landlord does not accept that the Buyer meets the
                profits
                test set out in clause 4.14.11(b) of the Lease, then the Buyer will
                provide either:

            


    

     

    
      	
              (i)  

            	
              a
                deposit of £375,000 and otherwise comply with clause 4.14.11(a)(i) of the
                Lease; or

            


    

     

    
      	
              (ii)  

            	
              a
                bank guarantee for £375,000 and otherwise comply with clause
                4.14.11(a)(ii) of the Lease; or

            


    

     

    
      	
              (iii)  

            	
              such
                other security as the Landlord or any Superior Landlord may require
                under
                clause 4.14.11(a)(iii) of the
                Lease.

            


    

     

    For
      the
      avoidance of doubt the Seller will not in any circumstances be required to
      enter
      into an Authorised Guarantee Agreement;

     

    
      	
              (d)  

            	
              pay,
                on a full indemnity basis, the costs of the Landlord, any Superior
                Landlord and their professional advisors in connection with the
                application for and consideration and grant of Consent (save that
                the
                Seller will pay such costs up to £3,000 plus VAT) and all such costs in
                relation to any rent deposit deed or similar documentation that is
                ancillary to the grant of Consent;
                and

            


    

     

    
      	
              (e)  

            	
              execute
                the documents containing Consent and execute or procure the execution
                of
                the documents (if any) required to be entered into pursuant to clause
                10.3(c), each in the form reasonably required by the Landlord or
                by any
                Superior Landlord.  The Buyer will return all such documents
                duly executed to the Seller's Conveyancer within three working days
                after
                the engrossments have been submitted to the Buyer's
                Conveyancer.

            


    

     

     

    
      	
              10.4  

            	
              If
                Consent has not been obtained by 4.00 pm on the working day immediately
                preceding the Completion Date, this contract may be
                rescinded:

            


    

     

    
      	
              (a)  

            	
              by
                the Seller giving notice to the Buyer;
                or

            


    

     

    
      	
              (b)  

            	
              by
                the Buyer giving notice to the Seller, provided that before giving
                the
                notice the Buyer must have complied with its obligations under clause
                10.3.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              10.5  

            	
              Without
                prejudice to Condition 9.2, if a notice to rescind is served under
                this
                clause, neither of the parties will have any further rights or obligations
                under this contract except that:

            


    

     

    
      	
              (a)  

            	
              the
                Buyer will continue to be liable to pay or refund any costs which
                it is
                liable to pay or refund under this
                contract;

            


    

     

    
      	
              (b)  

            	
              the
                Seller's rights in connection with any breach of this contract by
                the
                Buyer which may have occurred before service of the notice to rescind
                will
                be unaffected;

            


    

     

     

    
      	
              10.6  

            	
              Condition
                10.3 does not apply to this
                contract.

            


    

     

     

    
      	
              11.  

            	
              Assignment

            


    

     

    
      	
              11.1  

            	
              The
                assignment to the Buyer will
                contain:

            


    

     

    
      	
              (a)  

            	
              a
                declaration as to the title guarantee with which the assignment is
                made as
                stated in this contract, and the following
                statements:

            


    

     

    
      	
              (i)  

            	
              The
                covenant set out in section 3 of the Law of Property (Miscellaneous
                Provisions) Act 1994 shall not extend to any breach of the lease
                relating
                to the physical state or condition of the
                property.

            


    

     

    
      	
              (ii)  

            	
              The
                covenant set out in section 4 of the Law of Property (Miscellaneous
                Provisions) Act 1994 shall not extend to any breach of the lease
                relating
                to the physical state or condition of the
                property.

            


    

     

    
      	
              (b)  

            	
              a
                provision that the disposition effected by the assignment is made
                subject
                to all the matters to which this Contract is made subject as set
                out in
                clause 9;

            


    

     

    
      	
              (c)  

            	
              a
                provision that all matters recorded at the date of the assignment,
                in
                registers open to public inspection, are deemed to be within the
                actual
                knowledge of the Buyer for the purposes of section 6(2)(a) of the
                1994
                Act, notwithstanding section 6(3) of the 1994
                Act;

            


    

     

    
      	
              (d)  

            	
              a
                provision that the Property will not, by virtue of the assignment,
                have
                any rights, easements or the benefit of any other matters over land
                retained by the Seller other than those (if any) which are expressly
                mentioned in or granted by the assignment and a provision that section
                62
                of the Law of Property Act 1925 will not apply to the
                assignment;

            


    

     

    
      	
              (e)  

            	
              a
                covenant by the Buyer that the Buyer and its successors in title
                will from
                the date of the assignment until the end of the term granted by the
                Lease
                pay the rents reserved by the Lease and observe and perform the tenant
                covenants of the Lease and keep the Seller indemnified against all
                proceedings, costs, claims and expenses arising because of any failure
                to
                do so; and

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              (f)  

            	
              a
                covenant by the Buyer by way of indemnity only, on its own behalf
                and on
                behalf of its successors in title, to observe and perform the charges,
                encumbrances, covenants and restrictions contained or referred to
                in the
                documents listed in the Schedule in so far as they are subsisting
                and
                capable of taking effect and to keep the Seller indemnified against
                all
                proceedings, costs, claims and expenses arising from any failure
                to do
                so.

            


    

     

     

    
      	
              11.2  

            	
              The
                Buyer and the Seller will execute the assignment in counterpart and
                original.

            


    

     

     

    
      	
              12.  

            	
              VAT

            


    

     

    
      	
              12.1  

            	
              Each
                amount stated to be payable by the Buyer to the Seller under or pursuant
                to this contract is exclusive of VAT (if
                any).

            


    

     

     

    
      	
              12.2  

            	
              If
                any VAT is chargeable on any supply made by the Seller under or pursuant
                to this contract, the Buyer will on receipt of a valid VAT invoice,
                pay
                the Seller an amount equal to that VAT as additional consideration
                on
                completion.

            


    

     

     

    
      	
              13.  

            	
              Completion

            


    

     

    
      	
              13.1  

            	
              Completion
                will take place on the Completion Date when the balance of the Purchase
                Price will be payable by the Buyer to the
                Seller.

            


    

     

     

    
      	
              13.2  

            	
              The
                Seller may at any time after the date of this Agreement serve written
                notice on the Buyer giving not less than 15 working days notice of
                such
                earlier date it wishes to complete the assignment (which date shall,
                for
                the purposes of this Agreement, then become the Completion
                Date).

            


    

     

     

    
      	
              13.3  

            	
              If
                the Seller serves notice on the Buyer in accordance with clause 13.2
                and
                specifies a completion date of 29 February 2008 or earlier the Purchase
                Price will be £4,000,000 exclusive of
                VAT.

            


    

     

     

    
      	
              13.4  

            	
              If
                the Seller serves notice on the Buyer in accordance with clause 13.2
                and
                specifies a completion date between 1 March 2008 and 31 March 2008
                (inclusive) the Purchase Price will be £3,500,000 exclusive of
                VAT.

            


    

     

     

    
      	
              13.5  

            	
              If
                either (i) no notice is served by the Seller on the Buyer in accordance
                with clause 13.2 or (ii) the Seller serves notice on the Buyer in
                accordance with clause 13.2 and specifies a completion date between
                1
                April 2008 and 23 June 2008, in each case the Purchase Price shall
                be
                £3,000,000 exclusive of VAT.

            


    

     

     

    
      	
              13.6  

            	
              Time
                will be of the essence in respect of the dates set out in clauses
                13.3 and
                13.4 with the intent that if:

            


    

     

    
      	
              (a)  

            	
              the
                Seller specifies a completion date of 29 February 2008 or earlier
                but
                actual completion does not occur until after 29 February 2008 due
                to the
                act or default of the Seller (but not otherwise), then the Purchase
                Price
                payable at the date of actual completion shall be £3,500,000 exclusive of
                VAT (provided actual completion occurs between 1 March 2008 and 31
                March
                2008 (inclusive)) or £3,000,000 exclusive of VAT if actual completion
                occurs at any time after 31 March 2008;
                or

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              the
                Seller specifies a completion date between 1 March 2008 and 31 March
                2008
                (inclusive) but actual completion does not occur until after 31 March
                2008
                due to the act or default of the Seller (but not otherwise), then
                the
                Purchase Price payable at the date of actual completion shall be
                £3,000,000 exclusive of VAT.

            


    

     

     

    
      	
              13.7  

            	
              Time
                will not be of the essence in respect of completion of the assignment
                (as
                distinct from the Purchase Price payable at actual completion) and
                Condition 8.8 will apply in the event that the assignment is not
                completed
                on the Completion Date.

            


    

     

     

    
      	
              13.8  

            	
              Condition
                8.4 is amended to add, "(d) any other sum which the parties agree
                under
                the terms of the contract should be paid or allowed on
                completion".

            


    

     

     

    
      	
              14.  

            	
              Apportionment
                of rent payable under the
                Lease

            


    

     

    
      	
              14.1  

            	
              In
                this clause the following definitions
                apply:

            


    

     

    Lease
      Rent:  the annual rent first reserved by the
      Lease.

     

    Lease
      Rent Payment Day:  a day under the Lease for
      payment of the Lease Rent or an instalment of the Lease Rent.

     

     

    
      	
              14.2  

            	
              The
                Lease Rent will be apportioned so that on completion the Buyer will
                pay or
                allow the Seller:

            


    

     

    
      	
              A
                x B

               365

            


    

     

    where:

     

    A
      is the Lease Rent payable at the date of completion; and

     

    B
      is the number of days from and including the day of completion to but excluding
      the next Lease Rent Payment Day.

     

     

    
      	
              15.  

            	
              Service
                charge due under the Lease

            


    

     

    The
      service charge payable under the Lease will be apportioned only in so far as
      it
      is made up of items of expenditure that recur annually or more
      frequently.  The Buyer will indemnify the Seller for any other items
      of service charge expenditure that are billed by the Landlord to the Seller
      after the date of this contract. When the actual service charge for the
      accounting period (as defined in the Lease) has been ascertained by the Landlord
      the Buyer will inform the Seller in writing and the amount of any surplus
      service charge due from or paid by the Seller shall be paid by the Buyer to
      the
      Seller as soon as reasonably practicable and mutatis mutandis the Seller shall
      pay to the Buyer the amount of any deficit duly apportioned for the period
      of
      its ownership of the Property in the said accounting period.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              16.  

            	
              Buyer's
                acknowledgement of
                condition

            


    

     

    
      	
              16.1  

            	
              The
                Buyer acknowledges that before the date of this contract, the Seller
                has
                given the Buyer and others authorised by the Buyer, permission and
                the
                opportunity to inspect, survey and carry out investigations as to
                the
                condition of the Property.  The Buyer has formed its own view as
                to the condition of the Property and the suitability of the Property
                for
                the Buyer's purposes. The Buyer acknowledges that the Seller will
                have no
                decorating or repairing obligations at or after the Completion Date
                and
                the Property will be left at completion "as is" save that the Property
                will be left in a clean and tidy condition free of all moveable fixtures
                and fittings (other than those items listed in the inventory annexed
                to
                this agreement).

            


    

     

     

    
      	
              16.2  

            	
              The
                sale and purchase will include those items at the Property described
                in
                the inventory annexed to this
                agreement.

            


    

     

     

    
      	
              17.  

            	
              Entire
                agreement

            


    

     

    
      	
              17.1  

            	
              This
                contract constitutes the entire agreement and understanding of the
                parties
                and supersedes any previous agreement between them relating to the
                subject
                matter of this contract.

            


    

     

     

    
      	
              17.2  

            	
              The
                Buyer acknowledges and agrees that in entering into this contract,
                it does
                not rely on and shall have no remedy in respect of any statement,
                representation, warranty, collateral agreement or other assurance
                (whether
                made negligently or innocently) of any person (whether party to this
                contract or not) other than as expressly set out in this contract
                or in
                any written replies which the Seller's Conveyancer has given to any
                written enquiries raised by the Buyer's Conveyancer before the date
                of
                this contract.  Nothing in this clause shall, however, operate
                to limit or exclude any liability for
                fraud.

            


    

     

     

    
      	
              17.3  

            	
              Condition
                9.1.1 is varied to read, "If any plan or statement in the contract
                or in
                written replies which the seller's conveyancer has given to any written
                enquiry raised by the buyer's conveyancer before the date of this
                contract, is or was misleading or inaccurate due to an error or omission
                the remedies available are as
                follows."

            


    

     

     

    
      	
              17.4  

            	
              This
                contract may be signed in any number of duplicate parts all of which
                taken
                together will on exchange constitute one
                contract.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              18.  

            	
              Joint
                and several liability

            


    

     

    Where
      the
      Buyer is more than one person, the Seller may release or compromise the
      liability of any of those persons under this contract or grant time or other
      indulgence without affecting the liability of any other of them.

     

     

    
      	
              19.  

            	
              Notices

            


    

     

    
      	
              19.1  

            	
              Any
                notice given under this contract must be in writing and signed by
                or on
                behalf of the party giving it.

            


    

     

     

    
      	
              19.2  

            	
              Any
                notice or document to be given or delivered under this contract must
                be
                given by delivering it personally or sending it by pre-paid recorded
                delivery or fax to the address and for the attention of the relevant
                party
                as follows:

            


    

     

    
      	
              (a)  

            	
              to
                the Seller at:

            


    

     

    CoStar
      Group UK, Portman House, 2 Portman Street, London W1H 6EB

     

    Fax
      No:
      020 7491 7821

     

    marked
      for the attention of: Matthew Green

     

    with
      a
      copy to the Seller's Conveyancer, quoting the reference Alan Samson/19486.00018,
      Fax No: 020 7070 9222;

     

    
      	
              (b)  

            	
              to
                the Buyer at:

            


    

     

    Portman
      House, 2 Portman Street, London W1H 6DU

     

    Fax
      No:
      020 7170 7800

     

    marked
      for the attention of: Frank Runge and Jeremy Message

     

    or
      at the
      Buyer's Conveyancer, quoting the reference BM3533/6.

     

     

    
      	
              19.3  

            	
              Giving
                or delivering a notice or a document to a party's conveyancer has
                the same
                effect as giving it to that party.

            


    

     

     

    
      	
              19.4  

            	
              Any
                such notice or document will be deemed to have been
                received:

            


    

     

    
      	
              (a)  

            	
              if
                delivered personally, at the time of delivery provided that if delivery
                occurs before 9.00 am on a working day, the notice will be deemed
                to have
                been received at 9.00 am on that day, and if delivery occurs after
                5.00 pm
                on a working day, or at any time on a day which is not a working
                day, the
                notice will be deemed to have been received at 9.00 am on the next
                working
                day;

            


    

     

    
      	
              (b)  

            	
              in
                the case of pre-paid first class or recorded delivery post, at 9.00
                am on
                the second working day after posting;
                and

            


    

     

    
      	
              (c)  

            	
              in
                the case of fax, at the time of
                transmission.

            


    

     

     

    
      	
              19.5  

            	
              In
                proving delivery, it will be sufficient to prove that delivery was
                made or
                that the envelope containing the notice or document was properly
                addressed
                and posted as a prepaid first class, recorded delivery or registered
                letter or that the fax message was properly addressed and transmitted,
                as
                the case may be.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              19.6  

            	
              A
                notice or document delivered under this contract will not be validly
                given
                or delivered if sent by e-mail.

            


    

     

     

    
      	
              19.7  

            	
              Condition
                1.3 does not apply to this
                contract.

            


    

     

     

    
      	
              20.  

            	
              Rights
                of third parties

            


    

     

    A
      person
      who is not a party to this contract will not have any rights under or in
      connection with it by virtue of the Contracts (Rights of Third Parties) Act
      1999.

     

     

    
      	
              21.  

            	
              Governing
                law and jurisdiction

            


    

     

    
      	
              21.1  

            	
              This
                contract will be governed by and construed in accordance with the
                law of
                England and Wales.

            


    

     

     

    
      	
              21.2  

            	
              Each
                party irrevocably agrees to submit to the exclusive jurisdiction
                of the
                courts of England and Wales over any claim or matter arising under
                or in
                connection with this contract.

            


    

     

     

    
      	
              21.3  

            	
              Each
                party irrevocably consents to any process in any legal action or
                proceedings arising out of or in connection with this contract being
                served on it in accordance with the provisions of this contract relating
                to service of notices. Nothing contained in this contract shall affect
                the
                right to serve process in any other manner permitted by
                law.

            


    

     

    This
      contract has been entered into on the date stated at the beginning of
      it.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              Schedule

            	
               

            


    

     

    
      Documents
        of title referred to in clause 6

    

     

    
      	
              Date

            	
              Description

            	
              Parties

            
	
               1
                April 2004

            	
              Licence
                to Carry Out Works

            	
              484/504
                Oxford Street (No.1) Limited and 484/504 Oxford Street (No.2) Limited
                (1)
                and Property Intelligence Limited (2)

               

            
	
              24
                July 2003

            	
              Agreement
                for Lease

            	
              484/504
                Oxford Street (No.1) Limited and 484/504 Oxford Street (No.2) Limited
                (1)

              Land
                Securities Plc (2) and

              Property
                Intelligence Plc (3)

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Signed
                by

              for
                and on behalf of FOCUS INFORMATION LIMITED

               

            	
              ../s/.....................................

              Director

            
	
              Signed
                by

              for
                and on behalf of TRAFIGURA LIMITED

               

            	
              ../s/.....................................

              Director

            


    

    


    
      
        
        

      

      
        15