**Exhibit 10.106**

** **
| Contracted treated as exchanged on | at                   | by Law Society Formula |
|------------------------------------|----------------------|------------------------|
|                               |                 | (as varied)            |
| Ref:-                              |                 | on behalf of           |
| Seller/Buyer/Tenant                |                 |                   |
|                               |                 |                   |
| **DATED**                          | **October 31,** | **2006**               |

 

** **

**(1)****                                 HOUNSDOWN,INC.**

**(2)****                                 RUSSBERRIE (UK) LIMITED**

**(3)****                                 GARMIN(EUROPE) LIMITED**

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**AGREEMENT**

**For the Sale and Purchase of**

**Liberty House Bulls Copse Road Hounsdown Business Park TottonSouthampton**

**SO40 9RB**

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** **

** **

**MEMERYCRYSTAL LLP****44 Southampton Buildings****London  WC2A1AP****Tel:  0207242 5905****Ref: DLR.632718v14**

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**PARTICULARS**
| Date:            |       |                                                                                                                                                                                                                                                           |
|------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |       |                                                                                                                                                                                                                                                           |
| Seller:          | ** ** | **HOUNSDOWN, INC.** care of 93  Bracken Hill Road Hamburg New Jersey 07419 United States of America but whose  address for service in the UK is care of Memery Crystal of 44 Southampton  Buildings London WC2A 1AP                                            |
|             | ** ** |                                                                                                                                                                                                                                                           |
| Buyer:           | ** ** | **GARMIN (EUROPE) LIMITED**  (Company Number 02724437) whose registered office is at Unit 5 The Quadrangle  Abbey Park Romsey Hampshire SO51 9AQ                                                                                                               |
|             | ** ** |                                                                                                                                                                                                                                                           |
| Tenant:          | ** ** | **RUSS BERRIE (UK) LIMITED**  (Company Number 01459528) whose registered office is at Liberty House  Hounsdown Business Park Bulls Copse Road Totton Southampton Hampshire SO40  9RB                                                                           |
|             | ** ** |                                                                                                                                                                                                                                                           |
| Property:        |       | Liberty House Hounsdown Business Park Bulls Copse  Road Totton Southampton Hampshire S040 9RB (formerly known as Plot 4  Hounsdown Business Park Hounsdown Totton Southampton) as the same is more  particularly defined in the Lease (as hereinafter defined) |
|             |       |                                                                                                                                                                                                                                                           |
| Property Price   |       | Seventeen Million four hundred and twenty-five  thousand pounds (£17,425,000) plus Value Added Tax thereon                                                                                                                                                |
|             |       |                                                                                                                                                                                                                                                           |
| Property Deposit |       | Eight hundred and seventy-one thousand two hundred  and fifty pounds (£871,250)                                                                                                                                                                           |
|             |       |                                                                                                                                                                                                                                                           |
| Fixtures Price   |       | Seven hundred and fifteen thousand pounds (£715,000)  plus Value Added Tax thereon                                                                                                                                                                        |
|             |       |                                                                                                                                                                                                                                                           |
| Fixtures Deposit |       | Thirty five thousand seven hundred and fifty pounds  (£35,750)                                                                                                                                                                                            |

 

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| Completion Date           |   | 31st October 2006                                                                                        |
|---------------------------|--------|---------------------------------------------------------------------------------------------------------------|
|                      |   |                                                                                                          |
| Interest Rate             |   | 4% per annum above the base rate from time to time  in force of Barclays Bank plc calculated on a daily basis |
|                      |   |                                                                                                          |
| Seller’s Solicitors: |   | Memery Crystal LLP of 44 Southampton Buildings  London WC2A 1AP (Ref: DLR)                                    |
|                      |   |                                                                                                          |
| Buyer’s Solicitors   |   | Bond Pearce LLP of Oceana House 39-49 Commercial  Road Southampton Hampshire SO15 1GA (Ref. R.D.)             |
|                      |   |                                                                                                          |
| Tenant’s Solicitors  |   | Simmons & Simmons of CityPoint One Ropemaker  Street London EC2Y 9SS (Ref. 6/19804-13/AJB/JR)             |
|                      |   |                                                                                                          |
| Surrender Deed            |   | The deed of surrender affecting the Occupational  Lease in the form annexed hereto                            |
|                      |   |                                                                                                          |
| Compensation Payment      |   | Five hundred and fifty thousand pounds (£550,000)  plus any Value Added Tax payable thereon              |

 

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**IT IS AGREED** asfollows:-

# **1.****                                     DEFINITIONS**

In this Agreement unlessthe context otherwise indicates the following expressions shall have thefollowing meanings: -
| **“Actual Completion”**                 |   | actual completion of the sale of the Property pursuant  to this Agreement and Date of Actual Completion will be interpreted  accordingly                                                                                      |
|---------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                        |   |                                                                                                                                                                                                                          |
| **“Completion Money”**                  |   | (1)                                                                                                                                                                                                                           |   | the Property Price (or the amount of it which is  outstanding) adjusted by such sums (including any interest or other  compensation payable by the Buyer under this Agreement) as may be due between  the Seller and the Buyer at the time when this Agreement is completed and |
| ** **                                        |   |                                                                                                                                                                                                                          |
| ** **                                        |   | (2)                                                                                                                                                                                                                           |   | the Fixtures Price (or the amount of it which is  outstanding) |
| ** **                                        |   |                                                                                                                                                                                                                          |
| **“Fixtures and Fittings”**             |   | the fixtures and fittings in the Property belonging  to the Tenant as specified in the Inventory annexed hereto                                                                                                               |
| ** **                                        |   |                                                                                                                                                                                                                          |
| **“Highway Land”**                      |   | the land shown edged red on the plan annexed hereto                                                                                                                                                                           |
| ** **                                        |   |                                                                                                                                                                                                                          |
| **“Incumbrances”**                      |   | the covenants restrictions stipulations rights and  other matters contained or referred to in the entries in the Property  Register and in Entry Numbers 1 to 9 (inclusive) in the Charges Register of  Title Number HP598789 |
| ** **                                        |   |                                                                                                                                                                                                                          |
| **“Inherent Defects Insurance Policy”** |   | the inherent defects insurance policy number  2079490101 issued by Allianz Cornhill Engineering                                                                                                                               |

 

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| **“Lease”**               |   | the Lease dated 19th February 2001 and made between (1) Godfrey  Nelson Knowles and others and (2) the Seller as the same is registered at HM  Land Registry with Title Absolute Leasehold under Title Number HP598789 |
|-------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                          |   |                                                                                                                                                                                                                        |
| **“Occupational Lease”**  |   | The Lease dated 15th October 2002 and made between (1) the Seller  and (2) the Tenant and including any document which is supplemental to it  whether or not it is expressly stated to be so                           |
| ** **                          |   |                                                                                                                                                                                                                        |
| **“Standard Conditions”** |   | Standard Commercial Property Conditions (First  Edition)                                                                                                                                                                    |
| ** **                          |   |                                                                                                                                                                                                                        |
| **“VAT”**                 |   | Valued Added Tax as referred to in the Value Added  Tax Act 1994 (or any tax of a similar nature which may be substituted for or  levied in addition to it)                                                                 |
| ** **                          |   |                                                                                                                                                                                                                        |
| **“1994 Act”**            |   | The Law of Property (Miscellaneous Provisions) Act  1994                                                                                                                                                                    |

 

# **2.****                                    ****INTERPRETATION**

## 2.1                                In this Agreementunless inconsistent with the context words importing the singular include theplural and vice versa and words importing one gender include both other genders

## 2.2                                Reference to clausesand the Schedule are to clauses of and the Schedule to this Agreement andclause and Schedule headings shall not affect the construction of thisAgreement

## 2.3                                Reference to a specificenactment includes every statutory modification consolidation and re-enactmentand statutory extension for the time being in force

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## 2.4                                Where a party consistsof more than one person covenants and obligations of that party will be deemedto be made jointly and severally

## 2.5                                Any reference to astatute or section of a statute includes any statutory amendment modificationor re-enactment of it for the time being in force and every instrument givennotice direction regulation bye-law permission or condition being made orissued under it or deriving validity from time to time

## 2.6                                If any provision inthis Agreement is held to be illegal void invalid or unenforceable for anyreason the legality validity and enforceability of the remainder of thisAgreement will not be affected

## 2.7                                Unless expressly statedto the contrary nothing in this Agreement confers on any one other than theparties to it any right pursuant to the Contracts (Rights of Third Parties) Act1999

# **3.****                                     STANDARDCOMMERCIAL PROPERTY CONDITIONS (FIRST EDITION)**

The Standard Conditions are incorporated in this Agreementinsofar as they are not inconsistent with this Agreement and are amended asfollows: -

## 3.1                                In Standard Condition1.1.1 “Contract Rate” means the Interest Rate

## 3.2                                In Standard Condition1.3.1 the following shall be added:

“and must be served on the relevant party (or itssolicitors) at the address given for that party or that party’s solicitors inthis Agreement and in the case of service on a party’s solicitors quoting theirreference specified in this Agreement”

## 3.3                                In Standard Conditions1.3.5 and 1.3.6 the references to 4 pm shall be deemed to be 5 pm

## 3.4                                In Standard Condition1.3.6 the following shall be added:

(a)                                  “byfax: on the day of transmission if sent before 5 pm or otherwise on the nextworking day

(b)                                 byhand: on delivery”

## 3.5                                Standard Conditions4.3.2, 5.1.2, 5.1.3, 5.1.4, 5.2, 8.3.5, 8.3.6, 8.3.7 and

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##                                                8.3.8shall not apply

## 3.6                                In Standard Condition3.1.2 the following shall be added:

“if the title to the Property is registered overridinginterests”

## 3.7                                Standard Condition 6.3shall not apply to uniform business rate council tax or water rates

## 3.8                                In Standard Condition7.1.1 the words “in the negotiations leading to it” shall be deleted andsubstituted by the words “a written reply from the Sellers Solicitors to awritten enquiry by the Buyers Solicitors”

## 3.9                                In Standard Condition7.1.2 “or value” shall be deleted

## 3.10                          In Standard Condition 7.3.2the words “and any Value Added Tax included in the purchase price” shall beadded after the words “less any deposit paid”

## 3.11                          In Standard Condition 7.6.2the remedies are concurrent and not mutually exclusive

## 3.12                          If the Seller or the Tenantdefaults in performing its obligations under this Agreement and completion isdelayed as a result the Seller shall pay compensation to the Buyer calculatedat the Interest Rate on the Property Price (excluding VAT) and the FixturesPrice (excluding VAT) for the period between the Completion Date and the Dateof Actual Completion

## 3.13                          The Tenant shall fully andeffectually indemnify the Seller against any amount properly paid by the Sellerto the Buyer under clause 3.12 where the delay in completing the sale of theProperty has been caused solely by the Tenant’s failure to comply with itsobligations under this Agreement and in such circumstances the Tenant shall continueto pay to the Seller rent any other monies due under the Occupational Leasefrom any including the Completion Date up to the Date of Actual Completion

# **4.****                                    ****PURCHASE PRICE AND VAT: THE PROPERTY**

## 4.1                                The Seller shall selland the Buyer shall buy the Property for the Property Price on the terms setout in this Agreement

## 4.2                                The Seller and theBuyer agree that all Capital Allowances in respect of the 

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##                                                Propertyup to the Date of Actual Completion shall be apportioned to the Seller and theSeller and the Buyer shall on the Date of Actual Completion enter into anElection in the form set out in Schedule 1 hereto

## 4.3                                The Seller will at itsown cost and risk procure that on the Completion Date:

### 4.3.1                                 the Tenant shallsurrender the Occupational Lease to the Seller

### 4.3.2                                 the Seller will acceptsuch surrender in accordance with the terms of this Agreement and

### 4.3.3                                 the Tenant shallvacate the Property

## 4.4                                The Tenant confirms andagrees that the items listed in the Schedule annexed hereto and marked Schedule3 (“Schedule 3”) are included in the surrender of the Occupational Lease to theSeller and the Seller agrees that such items are included in the sale of theProperty to the Buyer

# **5.****                                     OCCUPATIONALLEASE**

## 5.1                                The Tenant agrees tosurrender the Occupational Lease to the Seller and to vacate the Property onthe Completion Date immediately prior to the completion of the sale by theSeller to the Buyer of the Property

## 5.2                                The Seller and theTenant confirm that before this Agreement was entered into:

### 5.2.1                                 A notice complyingwith Schedule 3 to the Regulatory Reform (Business Tenancies England and Wales)Order 2003 relating to the tenancy granted by the Occupational Lease was servedby the Seller on the Tenant on 1st August 2006

### 5.2.2                                 A statutorydeclaration dated 4th August 2006 complying with paragraph 8 of Schedule 3 tothe said Order was made by Christopher Robinson who the Tenant confirms wasduly authorised by the Tenant to make the statutory declaration on its behalf

## 5.3                                The Seller and theTenant agree that the Occupational Lease shall be surrendered on the terms ofthis Agreement

## 5.4                                The Seller and theTenant agree with the Buyer to perform their respective 

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##                                                obligationsin this clause 5

# **6.****                                     THETENANT’S FIXTURES AND FITTINGS**

## 6.1                                The Tenant shall sellfree from incumbrances and the Buyer shall purchase on the Completion Date theFixtures and Fittings for the Fixtures Price

## 6.2                                On the signing of thisAgreement the Buyer shall pay the Fixtures Deposit to the Tenant’s Solicitorsas stakeholders by direct credit to by the Tenant’s Solicitors’ client accountthe details of which are:

## Coutts &Co.Head Office440 StrandLondon  WC2R OQS

## Sort Code18-00-02Account No. 05124301Account Holder: Simmons & Simmons

## 6.3                                Upon service by theSeller of a notice to complete the Buyer shall forthwith pay to the Tenant’sSolicitors the difference between £71,500 and the Fixtures Deposit

# **7.****                                     PROPERTYDEPOSIT**

## 7.1                                The Property Depositshall be paid on or before the signing of this Agreement to the Seller’sSolicitors as stakeholders by a direct credit to the Seller’s Solicitors’client account the details of which are:

| Barclays Bank Plc           |
|-----------------------------|
| Professional Practices Team |
| Level 26                    |
| 1 Churchill Place           |
| Canary Wharf                |
| London   E14 5HP  |
|                        |
| Client Account  No.         | : | 80646954 |
| Sort Code                   | : | 20-05-75 |
| Account name                | : | Client No. 1 Account |
| Account holder              | : | Memery Crystal LLP |

 

## 7.2                                Upon service by theSeller of a notice to complete the Buyer shall forthwith pay to the Seller’sSolicitors the difference between £1,742,500 and the Property Deposit

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## 7.3                                No deposit shall bepaid on the date of this Agreement in respect of the Compensation Payment

# **8.****                                     COMPLETIONMONEY**

## 8.1                                The Buyer shall pay thebalance of the Property Price (after deduction of the Property Deposit and anyfurther monies paid pursuant to Clause 7.2) by a direct credit to the Seller’sSolicitors’ client account as specified in clause 7.1

## 8.2                                On the Completion Datethe Buyer shall pay the balance of the Fixtures Price (after deduction of theFixtures Deposit and any additional monies paid pursuant to Clause 6.3) to theTenant’s Solicitors’ Client Account as specified in Clause 6.2

# **9.****                                    ****CAPACITY**

## 9.1                                The Seller shalltransfer the Property with full title guarantee but the Seller shall not beliable under any of the covenants set out in Section 3 or Section 4 of the 1994Act for the consequences of any breach of the terms of the Lease concerning thecondition of the Property

## 9.2                                The Tenant warrantsthat it will sell the Fixtures and Fittings to the Buyer free from encumbrancesand the items listed in Schedule 3 to the Seller and the Seller warrants thatit will sell the items listed in Schedule 3 to the Buyer free from incumbrances

# **10.****                             ****POSSESSION**

The Property is sold with vacant possession on completion

# **11.****                              TITLE**

## 11.1                          The Seller’s title to theProperty has been deduced to the Buyer by official copy entries on the registeron 26 July 2006 at 12:11:25 (as the Buyer hereby admits) the Buyer shall bedeemed to have accepted the same and shall raise no objection or requisitionrelating thereto

## 11.2                          The Property is sold and willbe transferred subject to and where appropriate with the benefit of:

### 11.2.1                           the Incumbrances

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### 11.2.2                           all local land charges andother matters whensoever registered or registrable (whether registered or not)by any local or other authority

### 11.2.3                           every charge noticedirection order restriction agreement resolution proposal condition and othermatter of whatsoever nature affecting the Property capable of discovery bysearch or enquiry of any local or other authority or statutory undertaker andthe Buyer shall be deemed to purchase with full knowledge thereof whether ornot any search or enquiry has been made

### 11.2.4                           any liability with respectto the repair maintenance or making up of any road pavement path conductingmedia or party structure

### 11.2.5                           all rights of way or lightand any other rights easements or quasi-easements of whatever nature affecting theProperty

# **12.****                             ****DISCLOSURE AND INSPECTION**

## 12.1                          The Buyer is deemed to haveinspected the Property whether or not the Buyer has in fact done so and shallbe taken to purchase with full knowledge of the matters subject to which theProperty is sold and shall not make any requisition or claim in respect of anyof them

## 12.2                          The Buyer shall make norequisition or claim in respect of: -

### 12.2.1                           any matters contained orreferred to in any document or extract from a document where a copy has beensupplied to the Buyer’s Solicitors prior to the date of this Agreement

### 12.2.2                           the state of repair orcondition of any part of the Property

### 12.2.3                           the compliance or otherwiseof the Property or its use with any applicable legislation

# **13.****                             ****COMPLETION ARRANGEMENTS**

## 13.1                          Completion of the sale andpurchase of the Property and of the Fixtures and Fittings shall take placebefore 2.30 pm on the Completion Date and for the purposes of calculating anyinterest due from the Buyer to the Seller or to the Tenant (as regards theFixtures and Fittings) where completion takes place 

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##                                                laterthan 2.30 pm on any day it shall be treated as having taken place on the nextworking day

## 13.2                          Where any payment due oncompletion is made by a direct credit to the Seller’s Solicitors or theTenant’s Solicitors (as the case may be) the Buyer’s obligation to make thatpayment shall be discharged when it is received by their respective bankers

## 13.3                          Neither the Seller’sSolicitors nor the Tenant’s Solicitors shall be taken to be acting as agentsfor the Buyer’s Solicitors on or in connection with completion unless theyagree in writing to do so

## 13.4                          The Buyer shall not beobliged to complete either the purchase of the Property or the purchase of theFixtures and Fittings unless both are completed simultaneously

# **14.****                              COMPLETIONOF SURRENDER**

## 14.1                          **Place of completion**

## Completion ofthe surrender of the Occupational Lease shall take place at the offices of theSeller’s Solicitors on the Completion Date

### **14.2.1****                       Surrender**

## On theCompletion Date the Tenant shall provide the Seller with:

## (A)                                       the OccupationalLease and all documents entered into supplemental thereto; and

## (B)                                         the keys tothe Property; and

## (C)                                         the SurrenderDeed duly executed by the Tenant;

## and the Seller shall deliver to the Tenant a duly executed counterpartof the Surrender Deed

### 14.2.2                           On the Date of ActualCompletion of the surrender of the Occupational Lease the Seller shall pay tothe Tenant the Compensation Payment by direct credit to the Tenant’sSolicitors’ client account

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## 14.3                          **Form of the Surrender Deed**

## The SurrenderDeed shall be in the form of the draft Surrender Deed annexed to this Agreement

## 14.4                          **Covenants for title**

## (A)                                       The Tenant shallsurrender the Occupational Lease with full title guarantee

## (B)                                         The covenantsimplied on the part of the Tenant by s.4 of the Law of Property (Miscellaneous)Act 1994 shall be limited so that it shall not extend to any breach of covenantor other provision in the Occupational Lease relating to the state or conditionof the Property

## 14.5                          **Matters to which the Property is subject**

## TheOccupational Lease and the Property are surrendered subject to and with thebenefit of the following:

## (A)                                       all Local LandCharges whether or not registered before on or after the date of this Agreementand all matters capable of registration as Local Land Charges; and

## (B)                                         all noticesserved and orders demands proposals or requirements made by any local or publicauthority or any body acting on statutory authority whether before on or afterthe date of this Agreement; and

## (C)                                         all actual orproposed charges notices orders restrictions agreements conditions or othermatters arising under the Town and Country Planning Acts or highwayslegislation; and

## (D)                                        anyunregistered interests which fall within any of the paragraphs of schedule 1 tothe Land Registration Act 2002 and any interests which fall within s.11(4)© of the Land Registration Act 2002; and

## (E)                                          suchunregistered interests as may affect the Property to the extent and for so longas they are preserved b the transitional provisions of schedule 12 to the LandRegistration Act 2002

##  

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## 14.6                          **Production of title**

## Title to theOccupational Lease has been deduced to or made available for inspection by theSeller or the Seller’s Solicitors before the date of this Agreement includingparticulars of the other matters contained or referred to in clause 14.5 ofwhich the Tenant is aware.

## 14.7                          **Acceptance of title**

## The Sellershall accept the title to the Occupational Lease and shall not raise anyenquiry requisition or objection to it save in respect of matters disclosed byfinal searches against the name of the Tenant at H M Land Registry andregistered after the date of this Agreement and any relevant matters registeredafter the date of this Agreement against the Tenant at the Companies Registry

## 14.8                          **Fixtures Price**

## For theavoidance of any doubt the Seller and the Buyer agree that the Tenant shall notbe required to complete the Surrender of the Occupational Lease until it hasreceived from the Buyer cleared funds in respect of the Fixtures Price and thatthe Tenant shall not be required to sell the Fixtures and Fittings to the Buyerunless the surrender of the Occupational Lease is completed at the same time

# **15.****                              ASSURANCE**

## 15.1                          The Seller shall not berequired to transfer the Property or any part of it to any person other thanthe Buyer nor other than by one transfer at the Purchase Price

## 15.2                          The Tenant shall not berequired to sell the Fixtures and Fittings to any person other than the Buyer

## 15.3                          The transfer of the Propertyto the Buyer will contain the following covenants and declarations by theBuyer:

(a)                                 “TheTransferee for the purpose of affording to the Transferor a full and sufficientindemnity but not further or otherwise covenants with the Transferor that theTransferee and the persons deriving title under the Transferee will

(i)                                     atall times from the date of this Transfer perform and observe the covenantsrestrictions stipulations conditions declarations exceptions 

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reservations and othermatters referred to in Entry Numbers 1 to 9 inclusive) in the Charges Registerof Title Number HP598789

(ii)                                  atall times from the date of this Transfer perform and observe the covenants onthe part of the tenant contained in the Lease

to the extent that the same arise after the CompletionDate and will indemnify and keep indemnified the Transferor from and againstall losses actions claims demands expenses proceedings and liability in any wayrelating to any failure to observe and perform such matters from the date ofthis Transfer

## 15.4                          The Buyer shall execute the transferin duplicate and deliver the duplicate of the transfer to the Seller oncompletion

# **16.****                              INHERENTDEFECTS INSURANCE POLICY**

## 16.1                          The Seller and the Tenantagree with the Buyer at their own expense to obtain the consent of the Insurersto the assignment to the Buyer of the Inherent Defects Insurance Policy

## 16.2                          On the Completion Date theSeller and the Tenant shall assign to the Buyer by an Assignment in the form ofthe draft Assignment annexed hereto the benefit of the Inherent DefectsInsurance Policy

17.           **WARRANTIES**

17.1                          On theDate of Actual Completion the Seller shall with full title guarantee assign tothe Buyer by an Assignment in the form of the draft Assignment annexed heretothe Warranties listed in Schedule 2 hereto and deliver such Warranties to theBuyer

17.2                          On theDate of Actual Completion the Tenant shall assign to the Buyer by an Assignmentin the form of the draft Assignment annexed hereto the Warranty dated 17.7.2006and made between (1) P Trant Limited and (2) the Tenant and the Warranty dated17.7.2006 and made between (1) Roger Bullivant Limited and (2) the Tenant anddeliver such Warranties to the Buyer

# **18.****                              DEDICATIONOF HIGHWAY LAND**

## The Buyeracknowledges that the Seller and the Tenant may enter into a Deed of Dedicationin terms approved in writing by the Buyer (such approval not to 

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## beunreasonably withheld or delayed) relating to the Highway Land at any timeprior to the Date of Actual Completion

# **19.****                              ENTIREAGREEMENT AND REPRESENTATIONS**

The parties respectively acknowledge that:

## 19.1                          This Agreement constitutesthe entire agreement between the parties to the exclusion of any antecedentstatement or representation whether oral written or implied or whethercontained in any advertisement particulars or other matters issued or in any correspondenceentered into by the Seller or the Tenant or their respective servants or agentsand the Buyer hereby acknowledges that it has not entered into this Agreementin reliance upon any such statement or representation other than those whichhave been given by the Seller’s Solicitors in a written reply to an enquirymade by the Buyer’s Solicitors prior to the date of this Agreement

### 19.2.1                           The Seller acknowledges thatit has not entered into this Agreement in respect of the surrender in relianceon any representation warranty or statement (whether oral written or implied)made by or on behalf of the Tenant other than the written replies given by theTenant’s Solicitors to the Seller’s Solicitor’s written enquiries which werenot capable of independent verification by the Seller by inspection survey orsearches or enquiry of any local or other public authority or body whether ornot actually made

### 19.2.2                           The Seller’s Solicitors’replies do not obviate the need for the Buyer to make the appropriate searchesand enquiries that would usually be made by a prudent buyer and to inspect andsurvey the Property in contemplation of the Buyer’s expected use

## 19.3                          No modification variation orwaiver of any of the terms of this Agreement shall be effective unless made inwriting and signed by the parties to this Agreement

## 19.4                          **Contractual rights of third parties**

## No person whois not a party to this Agreement shall have any right under the Contracts(Rights of Third Parties) Act 1999 to enforce any term of this Agreement

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# **20.****                              JURISDICTION**

This Agreement shall be governed by and construed inaccordance with the law of England and the parties submit to the exclusivejurisdiction of the English Courts in relation to any dispute arising under orconnection with this Agreement

# **21.****                              VAT**

### 21.1.1                           Each amount stated to bepayable by the Buyer to the Seller and by the Buyer to the Tenant under orpursuant to this Agreement is exclusive of any VAT payable thereon

### 21.1.2                           Upon the Completion Date theSeller will issue a VAT invoice to the Buyer for the Property Price and theTenant will issue a VAT invoice to the Buyer for the Fixtures Price and (ifappropriate) the Tenant will issue to the Seller a VAT invoice for theCompensation Payment

## 21.2                          The Seller warrants with theBuyer that:

### 21.2.1                           it is registered for VAT and

### 21.2.2                           its VAT registration numberis 7773574 80 and

### 21.2.3                           it elected to waiveexemption from VAT in relation to the Property under the Value Added Tax Act1994 and

### 21.2.4                           the election was dulynotified to HM Revenue and Customs and

### 21.2.5                           the election has beenacknowledged by H M Revenue and Customs and

### 21.2.6                           the election has not beendisapplied or revoked and

### 21.2.7                           it will account to HMRevenue and Customs in respect of all VAT paid to the Seller pursuant to thisAgreement

## 21.3                          The Seller’s UK VAT agentwill as soon as practicable deliver to H M Customs and Excise the writtendeclaration referred to in H M Revenue and Custom’s fax of 1st August 2006 (a copy of which has been suppliedto the Buyer’s Solicitors) and a copy of such written declaration and of theacknowledgement thereof will be supplied to the Buyer’s Solicitors prior to theCompletion Date

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## 21.4                          The Tenant warrants with theBuyer that:

### 21.4.1                           it is registered for VAT and

### 21.4.2                           its VAT registration numberis 458 9486 79 and

### 21.4.3                           it has elected to waiveexemption from VAT in relation to the Property under the Value Added Tax Act1994 and

### 21.4.4                           the election was dulynotified to H M Revenue and Customs and

### 21.4.5                           the election has not beendisapplied or revoked and

### 21.4.6                           it will account to HMRevenue and Customs in respect of all VAT paid by the Buyer to the Tenantpursuant to this Agreement

## 21.5                          The Tenant will supply theBuyer’s Solicitors with a copy of the acknowledgement of the Tenant’s electionto waive exemption prior to the Completion Date

## 21.6                          In the event that the Sellershall not have supplied the copy of the written declaration and the copyacknowledgement thereof referred to in clause 21.3 to the Buyer’s Solicitorsprior to the Completion Date neither the Seller the Tenant nor the Buyer shalldelay completion but the Buyer’s Solicitors shall retain in their clientaccount the VAT payable on the Property Price until the date upon which thecopy written declaration and the copy acknowledgement thereof are  supplied to them whereupon the said VAT shallbe paid forthwith to the Seller’s Solicitors’ client account as specified inclause 7.1

## 21.7                          In the event that the Tenantshall not have supplied a copy of the acknowledgement referred to in clause21.5 to the Buyer’s Solicitors prior to the Completion Date neither the Tenantthe Seller nor the Buyer shall delay completion but the Buyer’s Solicitorsshall retain in their client account the VAT payable on the Fixtures Priceuntil the date upon which the copy of the acknowledgement is supplied to themwhereupon the said VAT shall be paid forthwith to the Tenant’s Solicitors’client account as specified in clause 6.2

# **22.****                              NOTIFICATION**

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## The Sellerwill notify the Buyer in writing forthwith and in any event prior to theCompletion Date if anything occurs which would render untrue any of theSeller’s warranties contained in this Agreement

# **23.****                              TENANT’SWORKS**

## The Tenanthereby covenants with the Buyer before the Completion Date at the Tenant’s owncost and to the reasonable satisfaction of the Buyer to carry out the followingworks upon the Property:

## 23.1                          To remove the compactor fromthe Property

## 23.2                          To remove all plant equipmentand machinery belonging to the Tenant which is not included in the sale to theBuyer

## 23.3                          To make good all damagecaused to the Property following the removal of the compactor and all suchplant equipment and machinery

## 23.4                          To carry out all appropriateand necessary remediation work in relation to the spillage of hydraulic oilassociated with the compactor

# **24.****                              NON-MERGER**

## The provisionsof this Agreement shall remain in full force and effect in so far as theyremain to be performed and observed after completion

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**Schedule 1**

**Fixed Plant ApportionmentElection Notice:**

**Section 198 CapitalAllowances Act 2001**
| **Name of Former Owner**              | ** ** | **Hounsdown, Inc.** care of 93  Bracken Hill Road Hamburg New Jersey 07419 United States of America but whose  address in the UK is care of Memery Crystal 44 Southampton Buildings London  WC2A 1AP whose Tax office address is Inland Revenue Centre for Non-Residents  Fitzroy House PO Box 46 Castle Meadow Road Nottingham NG1 1BD (Tax Reference  11046 93340) |
|---------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                            | ** ** |                                                                                                                                                                                                                                                                                                                                                                 |
| **Name of New Owner**                 | ** ** | **Garmin (Europe) Limited** whose  registered office is at Unit 5 The Quadrangle Abbey Park Romsey Hampshire  SO51 9AQ whose Tax office address is HM Revenue & Customs, Accounts  Office Shipley, Victoria Street, Shipley, Bradford, West Yorkshire BD98 1YY  (Tax Reference 56740 06399)                                                                      |
| ** **                            | ** ** |                                                                                                                                                                                                                                                                                                                                                                 |
| **Description of Machinery or Plant** |       | The plant and machinery constituting fixtures  situated in the Relevant Land in respect of which the Former Owner has  claimed writing down allowances                                                                                                                                                                                                               |
| ** **                            |       |                                                                                                                                                                                                                                                                                                                                                                 |
| **Description of Relevant Land**      |       | Liberty House Hounsdown Business Park Bulls Copse  Road Totton Southampton Hampshire S040 9RB (formerly known as Plot 4  Hounsdown Business Park Hounsdown Totton Southampton)                                                                                                                                                                                       |
| ** **                            |       |                                                                                                                                                                                                                                                                                                                                                                 |
| **Interest Acquired**                 |       | Residue of lease for a term of 250 years from  19.2.2001 at a rent of one peppercorn per annum                                                                                                                                                                                                                                                                       |
| ** **                            |       |                                                                                                                                                                                                                                                                                                                                                                 |
| **Amount Allocated to Plant**         |       | £1 (to the intent that all the Capital Allowances  shall belong to the Former Owner)                                                                                                                                                                                                                                                                            |

 

Wehereby jointly elect in accordance with Section 198 Capital Allowances Act 2001to fix the Former Owner’s disposal value attributable to the items of plant andmachinery fixtures on the land as set out above as at 31.10 2006 and that forall purposes of the Capital Allowances Act 2001 all Capital Allowances up tothat date are to be for the benefit of the former Owner

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| /s/ Angelica Berrie                          |   |
|----------------------------------------------|--------|
| Signed for and on behalf of the Former Owner |   |
|                                         |   |
| /s/ Andrew R. Etkind                         |   |
| Signed for and on behalf of the New Owner    |   |
|                                         |   |
|                                         |   |
| Date                                         | 2006   |   |
|                                              |        |  |

 

 

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**Schedule 2**

**(Warranties to be assigned by theSeller to the Buyer)**
| **Date**  | ** ** | **Document**                             | ** ** | **Parties** |
|-----------|------------|------------------------------------------|------------|-------------|
| 17.7.2006 |       | Sub-contractor’s Warranty Agreement |       | (1)         |   | M. Price Limited |
|      |       |                                     |       |        |   |   |
|      |       |                                     |       | (2)         |   | the Seller |
|      |       |                                     |       |        |   |   |
| 17.7.2006 |       | Ditto                                    |       | (1)         |   | R.S. Stokvis & Sons Limited |
|      |       |                                     |       |        |   |   |
|      |       |                                     |       | (2)         |   | the Seller |
|      |       |                                     |       |        |   |   |
| 17/7/2006 |       | Ditto                                    |       | (1)         |   | Premier Structures Limited |
|      |       |                                     |       |        |   |   |
|      |       |                                     |       | (2)         |   | the Seller |
|      |       |                                     |       |        |   |   |
| 17/7/2006 |       | Ditto                                    |       | (1)         |   | Carlton Lifts Limited |
|      |       |                                     |       |        |   |   |
|      |       |                                     |       | (2)         |   | the Seller |
|      |       |                                     |       |        |   |   |
| 17.7.2006 |       | Designer’s Warranty Agreement       |       | (1)         |   | Gifford & Partners Limited |
|      |       |                                     |       |        |   |   |
|      |       |                                     |       | (2)         |   | the Seller |
|      |       |                                     |       |        |   |   |
| 17.7.2006 |       | Ditto                                    |       | (1)         |   | Owen Davies Architects |
|      |       |                                     |       |        |   |   |
|      |       |                                     |       | (2)         |   | the Seller |
|      |       |                                     |       |        |   |   |
| 17/7/2006 |       | Ditto                                    |       | (1)         |   | MKP Consultants Limited |
|      |       |                                     |       |        |   |   |
|      |       |                                     |       | (2)         |   | the Seller |
|      |       |                                     |       |        |   |   |
| 17.7.2006 |       | Memorandum of Agreement                  |       | (1)         |   | the Seller |
|      |       |                                     |       |        |   |   |
|      |       |                                     |       | (2)         |   | Stiles Harold Williams Limited |

 

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| **SIGNED**by                    | )      | /s/ ANGELICA BERRIE  |
|---------------------------------|--------|----------------------|
| ** **                      |   |                 |
| for and on behalf of the Seller | )      | Angelica Berrie      |
|                            |   |                 |
|                            |   |                 |
| **SIGNED**by                    | )      | /s/ ANDREW R. ETKIND |
| ** **                      |   |                 |
| for and on behalf of the Buyer  | )      | Andrew R. Etkind     |
|                            |   |                 |
|                            |   |                 |
| **SIGNED**by                    | )      | ** **           |
| for and on behalf of the Tenant | )      |                 |

 

 

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