Exhibit 10.23

AGREEMENT FOR PURCHASE  AND SALE OF REAL ESTATE

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE (this "Agreement"), dated as of January 21, 2005 (for reference purposes only), is entered into by and
between SAMSONITE Corporation, a Delaware corporation ("Seller"), and PANATTONI DEVELOPMENT COMPANY, LLC, a California limited liability company or assignee or affiliate ("Purchaser").

WITNESSETH:

WHEREAS,Seller owns the land and buildings in Denver, Colorado consisting of approximately one hundred
(100) acres located at 11200 East 45th Avenue, Denver, Colorado (collectively, the "Property" and "Retained Parcel", as hereinafter defined) the legal description of which is
described inExhibit A,attached hereto and made a part hereof, together with all right, title and interest of Seller in and to any land lying in
the bed of any highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Property and any easements and appurtenances pertaining to the Property; and

WHEREAS,Purchaser, at its sole expense will undertake parcelization of the Property and the Retained Parcel through the City of Denver to
create two parcels; i.e., an approximate eleven (11) acre parcel ("Retained Parcel") and the balance of approximately eighty-nine (89) acres being hereinafter referred to as
the "Property", and

WHEREAS,Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser all of Seller's right, title and interest in
and to the Property on the terms and conditions set forth below and Seller will concurrently lease back from Purchaser approximately three hundred twenty-one thousand three hundred
sixty-two (321,362) square feet of buildings, and those portions of land around the buildings, all as set forth and depicted on the attached Exhibit B.

NOW THEREFORE,in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1  DEFINITIONS

When used herein the following terms shall have the respective meanings set forth opposite each such term:

Affiliate:A corporation, partnership, trust, limited liability company or other legal entity 51% of the interest in which is directly or
indirectly owned by Purchaser or by its Member.

Agreement:This Agreement for Purchase and Sale of Real Estate.

Business Days:as defined in Section 16.16 hereof.

City:Denver, Colorado.

Closing:is the Initial Closing and the Second Closing, as applicable.

Contamination:as defined in Section 6.1.

County:Denver, Colorado.

Due Diligence Materials:as defined in Section 9.1.

Earnest Money Deposit:as defined in Section 8.2 hereof.

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Effective Date:as defined in Section 16.18 hereof.

Environmental Laws:all statutes specifically described in the definition of "Hazardous Materials" and all other federal,
state or local laws, regulations or orders relating to or imposing liability or standards of conduct concerning any Hazardous Material.

Escrow:as defined in Section 12.5 hereof.

Hazardous Materials:any hazardous, toxic or dangerous substance, material, waste, gas or particulate matter which is defined
as such for purposes of regulation by any local government authority, the State of Colorado, or the United States Government, including, but not limited to, any material or substance which is
(i) defined as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste," or "restricted hazardous waste" under any provision of Colorado law,
(ii) petroleum, (iii) asbestos, (iv) polychlorinated biphenyl, (v) radioactive material, (vi) designated as a "hazardous substance" pursuant to Section 311 of
the Clean Water Act, 33 U.S.C. Sec. 1251 et seq. (33 U.S.C. Sec. 1317), (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42
U.S.C. Sec. 6901 et seq. (42 U.S.C. Sec. 6903), or (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and
Liability Act, 42 U.S.C. Sec. 9601 et seq. (42 U.S.C. Sec. 9601).

Initial Closing:as defined in Section 12.3 hereof.

Initial Closing Date:as defined in Section 12.3 hereof.

Lease:as defined in Section 3.1 hereof.

Net Proceeds:as defined in Section 7.2.

No Further Action Letter ("NFA"):as defined in Section 5.1.

Permitted Exceptions:as defined in Section 10.2 hereof.

Property:as defined in the Recitals to this Agreement.

Purchase Price:as defined in Section 8.1 hereof.

Purchaser:as defined in the Preamble to this Agreement.

Removable Liens:as defined in Section 10.4 hereof.

Retained Parcel:as defined in the Recitals.

Review Period:as defined in Article 9 hereof.

Second Closing:as defined in Section 12.2.

Seller:as defined in the Preamble to this Agreement.

Survey:as defined in Section 10.1 hereof.

Taxes:real estate taxes, current installments of regular assessments, special assessments, sewer charges, and any similar
taxes and charges imposed in respect of the Property.

Title Report:as defined in Section 10.1 hereof.

Title Insurer:Land Title Guarantee Company or such other reputable title insurance company as the parties may select.

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Title Policy:as defined in Section 10.3 hereof.

ARTICLE 2  AGREEMENT TO PURCHASE AND SELL

2.1   Purchaser
agrees to purchase "As Is" except as may otherwise be provided for herein, and Seller agrees to sell, the Property at the Purchase Price and on the terms set
forth herein. In furtherance thereof Seller agrees to convey to Purchaser insurable, good and marketable fee simple title to the Property by a special warranty deed in accordance with
Article 12 below.

2.2   No
personal property is included in this sale. Seller shall remove from the Property prior to the applicable Closing (unless otherwise provided for herein) all of
Seller's personal property. To the extent Seller shall fail to remove its personal property from the Property it shall be deemed abandoned by Seller and Purchaser may remove and dispose of it as
Purchaser sees fit, all at Seller's expense, without liability or obligation to Seller for such removal or disposal. The obligation of Seller to reimburse Purchaser shall survive the Closing.

ARTICLE 3  LEASE

3.1   Purchaser
agrees to lease to Seller, and Seller agrees to lease from Purchaser that portion of the Property reflected on Exhibit Battached and incorporated herein by reference. The leases for each of the
three properties shall be in the form of Exhibit Cattached and incorporated herein by reference ("Leases"). There shall be a separate lease for each of the corporate office building,
warehouse, and retail outlet, and unless otherwise mutually agreed to by Seller and Purchaser, each lease shall be cross-defaulted with the other leases.

3.2   The
rent for the respective leases shall be (i) corporate office building $75,208.00 per month initial term and $40,850.00 per month for any exercised extended
term; (ii) warehouse $62,125.00 per month for the initial term and $33,744.00 per month for any exercised extended term; and (iii) retail outlet $10,578.00 per month for the initial
term.

3.3   The
lease commencement date for each of the leases shall be the Initial Closing Date.

3.4   During
the Review Period, Purchaser and Seller shall define the common areas, the standards for maintenance and repair of the common areas and the allocation of charges
between Purchaser and Seller for common area expenses. Common area expenses shall include, but not be limited to, shared utilities, repairs, insurance, bonds and assessments (if any), property taxes
and property management. The agreed upon arrangement shall be reflected in the Leases, to be executed and delivered by Purchaser and Seller at the Initial Closing.

ARTICLE 4  RETAINED PARCEL

4.1   Promptly
after execution of this Agreement and as a condition to the Initial Closing, Purchaser, at its sole cost and expense, shall undertake, with the cooperation of
Seller, through the City and County of Denver parcelization of the Retained Parcel from the Property, as depicted onExhibit Dattached hereto
and incorporated herein by reference, (utilizing, if possible, the administrative replatting or lot line adjustment process) so as to legally separate the area of contamination from the remainder of
the Property". At Purchaser's sole cost and expense, Purchaser and Seller shall attempt to parcelize the Retained Parcel so as to segregate that portion of the Retained Parcel that is free of
Contamination from the contaminated area, providing for the contaminated parcel to be as small a legal lot as possible under existing ordinances, but in a minimum size of not less than one
(1) acre and with frontage on 47th Avenue. Thereafter, Purchaser shall have

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the
right to purchase any or all of the parcels which are the subject of the Retained Parcel for the price of Ten Dollars ($10.00) for each parcel, as evidenced by the Option to Purchase Real Estate
as executed by the parties, which is attached hereto asExhibit Iand incorporated herein by reference.

4.2   Seller
shall be permitted use of the Retained Parcel without payment to Purchaser, after the Initial Closing. At the expiration of eighteen (18) months from the
Initial Closing, Seller shall vacate the Retained Parcel. During the period after the Initial Closing, Purchaser shall be permitted access to remediate the Retained Parcel as provided herein. This
Agreement shall constitute a license between Seller and Purchaser to allow Purchaser to enter the Retained Parcel for the purposes set forth herein.

ARTICLE 5  REMEDIATION

5.1   After
execution of the Agreement, Purchaser shall have the right to meet with appropriate governmental agencies to discuss remediation of the Retained Parcel. Seller
shall be advised by Purchaser of all meetings concerning the remediation of the Retained Parcel and shall be permitted to attend such meetings and to discuss all findings and proposed remediation with
the agencies responsible for the approval of the remediation plan and the issuance of a No Further Action Letter ("NFA").

5.2   Seller
shall promptly provide written approval for Purchaser to obtain permits (or other approvals as required by governmental authorities) and to perform
off-site testing in roadways and easement areas as well as on-site testing for the presence of asbestos containing materials ("ACM's"), which approvals shall not be
unreasonably withheld or unduly delayed.

5.3   Upon
the Initial Closing, or sooner, upon consent of Seller, which shall not be unreasonably withheld or unduly delayed, Purchaser shall undertake remediation of the
Contamination on and under the Retained Parcel, including without limitation ground water contamination, in an effort to obtain an NFA from any necessary governmental agencies utilizing its best faith
efforts, all at the cost and expense of Purchaser. At such time as an NFA is provided to Purchaser and Seller by all agencies having jurisdiction over the retained Parcel cleanup, Closing of the
Retained Parcel purchase may occur as provided in paragraph 12.2 hereof, or sooner, at Purchaser's election. As part of the consideration for the initial Close of Escrow of the Property, Seller
hereby grants to Purchaser the right to enter the Retained Parcel, by way of a legally enforceable license, lease and/or contract at Purchaser's option, but without interference to Seller or the
tenants of the hardware plant, and undertake activity with regard to further development of the Retained Parcel and remediation of the Retained Parcel. Seller agrees to cooperate with Purchaser in
Purchaser's efforts to remediate the Retained Parcel during the initial eighteen (18) month period after the Initial Closing while Seller is in possession of the Retained Parcel.

5.4   Seller
and Purchaser acknowledge that there are certain ACM's located on or in the Property, and the Retained Parcel, which may need to be remediated prior to
development of the Property, and the Retained Parcel, by Purchaser. During the Review Period Purchaser's and Seller's consultants, working together, shall develop a comprehensive scope of work
("Scope") for remediation of the ACM's in accordance with all applicable local, state and federal laws, codes and regulations. Once the Scope is developed by the consultants and is reasonably
acceptable to Seller and Purchaser, Purchaser shall promptly obtain at least three (3) bids from qualified and licensed contractors reasonably acceptable to Seller and Purchaser for the
remediation of the ACM's. If at least three (3) bids have not been received by Purchaser as of the Initial Closing Date, Four Hundred Nineteen Thousand Dollars ($419,000.00) of the Purchase
Price ("Remediation Deposit") shall be deposited by Seller with the Escrow until such time as Purchaser has received at least three (3) bids. Seller and Purchaser agree that the cost of the ACM
remediation shall be determined by Purchaser selecting the lowest bid. If the lowest bid for the ACM remediation is Seven Hundred and Eighty One Thousand Dollars ($781,000.00), or less, Purchaser
shall pay Seller the difference between Seven Hundred Eighty One

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Thousand
Dollars ($781,000.00) and the amount of the lowest bid for the ACM remediation, and the Remediation Deposit, plus any interest earned thereon, shall be immediately released to Seller. If the
lowest bid for the ACM remediation is more than Seven Hundred and Eighty One Thousand Dollars ($781,000.00), then an amount equal to the difference between the lowest bid and Seven Hundred and Eighty
One Thousand Dollars ($781,000.00), but in no event in an amount greater than the Remediation Deposit, shall be released to Purchaser as a credit against the Purchase Price and the balance of the
Remediation Deposit, if any, together with any interest earned thereon, shall be released to Seller. Thereafter, Purchaser shall be responsible for all ACM remediation that may be required by local,
state and federal law, codes and regulations.

ARTICLE 6  INDEMNIFICATION

6.1   Purchaser
agrees that after a full review of the information provided to it by Seller relating to the environmental condition of the Property, Purchaser will purchase
the Property in its "As Is" environmental condition. Except to the extent otherwise provided in Section 6.2, Seller shall have no further obligation, liability or cost related to the
environmental condition of the Property, including but not limited to, Hazardous Materials, Environmental Laws, and contamination of the Property. "Contamination" is the existence or presence in the
soil, groundwater or other portions of the Property, the Retained Parcel or offsite properties, of Hazardous Materials.

6.2   Notwithstanding
Section 6.1, Seller agrees to indemnify, defend and hold harmless Purchaser (and Purchaser's subsidiaries, affiliates, directors, officers,
employees, lenders, agents, consultants and authorized representatives) as to any and all claims, demands, penalties, fees, fines, liability, damages, costs, losses and expenses (including reasonable
attorney's fees) of any kind (collectively "Claims") for acts or omissions of Seller, its employees, agents, contractors and invitees brought by third parties and arising out of or related to the
Contamination or environmental condition of the Property and Retained Parcel prior to the Closing. Claims subject to Seller's indemnity herein shall not include Claims made by Purchaser or Purchaser's
subsidiaries, affiliates, directors, officers, employees, lenders, agents, consultants and authorized representatives that conflict or are inconsistent with Purchaser's obligation to purchase the
Property and Retained Parcel "AS IS" pursuant to Section 6.1.

6.3   Purchaser
agrees that Seller shall have the right to enter upon the Property after the Closing for the purpose of conducting investigations and other activities on the
Property in satisfaction of Seller's indemnification obligation as set forth in Section 6.2 so long as such activities do not unreasonably interfere with Purchaser's, or its successors' or
assigns', use or development of the Property or Retained Parcel and are conducted pursuant to approvals of any appropriate governmental or regulatory agencies.

6.4   The
indemnity shall survive the termination of this Agreement and the Closing and may be relied upon by Seller, Purchaser and Purchaser's lenders for purposes of
extending credit to Purchaser for acquisition and/or construction on the Property and Retained Parcel.

ARTICLE 7  METRO DISTRICT

7.1   After
execution of this Agreement, Purchaser shall have the right to apply for Metro District or similar tax financing entitlements, to include redevelopment
applications and remediation.

7.2   Seller
and Purchaser agree to cooperate in Purchaser's efforts to obtain the Metro District Development financing or similar tax financing entitlements, for
infrastructure improvements related to the Property and Retained Parcel. The parties will share equally in the costs of such effort as such costs are incurred. In the event the parties are successful
and funds are available, the net proceeds ("Net Proceeds") shall be split equally between Seller and Purchaser. Net Proceeds shall mean all funds

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available
through a bond issuance or other reimbursement agreement from the City of Denver for on and off-site construction and landscaping, less costs and expenses incurred by Seller and
Purchaser for attorney's fees, exclusive of in-house attorney's fees incurred by Seller and Purchaser, bond counsel, underwriters, bond issuance and district formation fees and all other
related costs and expenses. Seller and Purchaser shall each be reimbursed for costs advanced incident to formation of the Metro District to the extent paid by Seller and Purchaser.

ARTICLE 8  PURCHASE PRICE

8.1Purchase Price. The purchase price (the "Purchase Price") to be paid by Purchaser to Seller for the Property shall be
Fourteen million one hundred sixty-five thousand and 00/100 Dollars ($14,165,000) payable in cash at the Initial Closing. The Property, to include the Retained Parcel, contains
approximately one hundred (100) acres of land, with buildings located thereon.

8.2Earnest Money Deposit.Within three (3) days of the execution of this Agreement by both Purchaser and Seller and
its delivery to Escrow, Purchaser shall deposit with Escrow the amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) in cash ("Earnest Money Deposit"). The Earnest Money Deposit shall be
invested by the Escrow as Purchaser directs in United States Treasury Bills or a federally insured money market account. Seller and Purchaser shall share equally the cost of the Escrow, but Purchaser
shall bear the cost of any investment fee charged by the Escrow. If this Agreement is terminated:(a) by Purchaser pursuant to Article 9
hereof, then, provided Purchaser has complied with Article 9 hereof, the Earnest Money Deposit and any interest earned thereon shall be returned to Purchaser; (b) pursuant to
Section 9.3 hereof, then the Earnest Money Deposit and any interest earned thereon shall be returned to Purchaser; (c) pursuant to Section 10.4 hereof, provided Purchaser has
complied with Article 9 hereof, the Earnest Money Deposit and any interest earned thereon shall be returned to Purchaser, (d) pursuant to Section 11.3, the Earnest Money Deposit
and any interest earned thereon shall be returned to Purchaser, (e) pursuant to Section 12.10 hereof the Earnest Money Deposit and any interest earned thereon shall be returned to
Purchaser, or (f) pursuant to or Section 16.2, the Earnest Money Deposit and any interest earned thereon shall be returned to Purchaser. Notwithstanding anything else contained herein,
upon expiration of the Review Period or a Purchaser default, the Earnest Money Deposit and any interest earned thereon shall be non-refundable to Purchaser. The Earnest Money Deposit and
any interest earned thereon shall be paid to Seller at the Closing, as hereinafter defined. In the event of a closing of the transaction contemplated herein, the Earnest Money Deposit and any interest
earned thereon shall be applied to the Purchase Price. In the event of Purchaser's default under this agreement such that the transaction does not close, the Earnest Money Deposit and any interest
thereon shall be paid by the Escrow to Seller.

8.3PURCHASER'S DEFAULT AND LIQUIDATED DAMAGES: PURCHASER AND SELLER AGREE THAT SHOULD PURCHASER DEFAULT IN PURCHASER'S OBLIGATION TO PURCHASE THE
PROPERTY WITHIN THE TIME AND IN THE MANNER SPECIFIED IN THIS AGREEMENT, SELLER SHALL BE RELEASED FROM ALL OBLIGATIONS IN LAW OR EQUITY TO CONVEY THE PROPERTY TO PURCHASER. PURCHASER AND SELLER AGREE
THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES SUFFERED BY SELLER BECAUSE OF SUCH DEFAULT, THAT THE TOTAL AMOUNT OF THE EARNEST MONEY DEPOSIT AND ANY INTEREST EARNED
THEREON SHALL CONSTITUTE A REASONABLE ESTIMATE AND AGREED STIPULATION OF DAMAGES IN THE EVENT OF SUCH DEFAULT BY PURCHASER AND THAT SELLER SHALL HAVE NO OTHER RIGHT OR CAUSE OF ACTION AGAINST
PURCHASER FOR DAMAGES OR OTHERWISE ARISING FROM SAID DEFAULT.

|Seller's Initials: |  | Purchaser's Initials:
|------------------ |  | ---------------------

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8.4   Closing Costs.Seller shall pay the cost of: (a) obtaining and recording any releases of any mortgages, liens or other encumbrances
which
are not Permitted Exceptions and for which Seller is obligated to obtain a release under Section 10.4 hereof, and (b) the cost of any standard owners title policy. Purchaser shall pay
the cost of (x) any cost of extended coverage over the standard printed exceptions; and (y) special recording fees for the deed and any stamp or transfer taxes and any documents required
by Purchaser's lender, if any. Purchaser and Seller shall share equally the escrow fees for the Closing. Purchaser shall pay for any ALTA extended coverage. All other closing costs shall be shared
equally by Seller and Purchaser. Each party shall pay its own legal fees.

8.5Closing Prorations.Taxes shall be apportioned pro rata on a per diem basis as of 12:01 A.M. on the date of
Closing as to the Property only. Seller shall continue to pay the taxes on the Retained Parcel after Closing. Taxes shall be based on a calendar year basis and the prorations at Closing shall be
final. Any public utility bills issued after Closing for utilities provided prior to Closing shall be the responsibility of Seller. The parties agree to cooperate after Closing to equitably adjust any
supplemental tax bills. Pursuant to the Lease entered into between Seller and Purchaser on the Closing Date, Seller shall be responsible for the taxes as set forth in the Lease.

8.6Payment of Purchase Price.The Purchase Price, less the Earnest Money Deposit and plus or minus any adjustments, credits
or prorations provided for herein, to include any interest earned on the Earnest Money Deposit, shall be paid at the Closing, by wire transfer of current funds.

ARTICLE 9  REVIEW PERIOD

9.1Purchaser's Review Period.Purchaser's Review Period shall expire thirty (30) days after the later of mutual
execution of this agreement or receipt of all Due Diligence Materials ("Due Diligence Materials") to be provided to Purchaser by Seller, as hereinafter set forth below.



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9.2Notice to Enter Property. Prior to Purchaser or its agents or contractors entering upon the Property pursuant to any
provision of this Agreement related to investigation, testing, or remediation activities Purchaser shall (i) give Seller twenty-four (24) hours prior notice of such entry,
and (ii) provide Seller with certificates of insurance showing that Purchaser, or its agents or contractors, have obtained commercial general liability insurance, with limits of not less than
$1,000,000.00 per

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occurrence
and $2,000,000.00 in the aggregate; workers compensation insurance in statutory limits and employers liability insurance with limits not less than $1,000,000 each limit; and umbrella excess
liability insurance excess of the underlying commercial general liability and employers liability insurance with limits not less than $5,000,000 each occurrence and aggregate. Such liability insurance
policy shall be primary and non contributory to any insurance maintained by the Seller; shall be issued by an insurer licensed to write insurance and do business in Colorado; such insurer shall have a
Best's Rating of A-VIII or better and shall include Seller as an additional insured thereunder. Seller shall have the right (but not the obligation) to accompany Purchaser during such
inspections and investigations; provided, however, in no event shall any invasive testing or procedures be permitted by Purchaser or its agents or contractors without prior written consent received by
Seller. Provided that Purchaser gives Seller twenty-four (24) hours prior notice of its intent to enter upon the Property for the purpose of inspection of same, or conducting tests,
to the extent permitted herein, and provided Seller is in receipt of the requisite insurance certificate(s) as provided above and also including evidence of consultants or engineers professional
liability coverage with limits not less than $1,000,000, Purchaser shall not be prohibited by Seller from such entry. Purchaser, at its sole cost and expense, agrees to restore the Property to the
original condition prior to Purchaser's entry.

9.3Termination of Agreement.



9.4Purchasers' Indemnity. Purchaser shall repair any damage to the Property resulting from Purchaser's activities on the
Property under this Article 9 on and after the Effective Date of this Agreement, and shall indemnify, defend, and hold harmless Seller and Seller's partners, and their respective shareholders,
officers, directors, members, managers, employees and agents from and against any and all loss, damage, liability or expense (including reasonable attorneys fees and other litigation expenses and
claims and liens of mechanics or materialmen) any of the aforementioned persons may incur as a result of Purchaser's or Purchaser's agents' or contractors' activities on the Property under this
Article 9 on and after the Effective Date of this Agreement.

9.5Due Diligence Expenses. All due diligence expenses incurred by the Purchaser, at any time, shall be at the expense of
Purchaser. Copies of all due diligence materials created by or for Purchaser and arising out of this transaction shall be returned to Seller should Purchaser elect not to purchase the Property.

ARTICLE 10  TITLE INSURANCE AND SURVEYS

10.1Title Report and Survey.



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10.2Permitted Exceptions.The Permitted Exceptions shall include the following items:



10.3Title Policy.



10.3Objection and Cure Period.



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10.5No Further Liens.Seller agrees it shall not from and after the date of this Agreement voluntarily or consensually
perform any act which results in any additional exceptions to title that would survive the Closing without Purchaser's prior written consent, not to be unreasonably withheld.

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ARTICLE 11  REPRESENTATIONS AND WARRANTIES

11.1Seller's Representations and Warranties.Seller represents and warrants to Purchaser as of the Effective Date of this
Agreement, as follows:



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For
purposes of this Agreement and any document or instrument delivered at Closing, whenever the phrase "to Seller's actual knowledge" or "to Seller's knowledge", or the "knowledge of
Seller" or words of similar import are used, they shall be deemed to refer to facts within the actual knowledge only of Seller and no others, at the times indicated only, without duty of inquiry
whatsoever.

11.2Purchaser's Representations and Warranties.Purchaser represents and warrants to Seller as follows:



11.3Breach of Representations and Warranties.Each party warrants that each of the foregoing representations and warranties
made by it in this Article 11 is true as of the date of this Agreement and will also be true as of the Closing. Each party shall notify the other promptly if such party becomes aware prior to
the Closing Date of any matter which would render any of the representations or warranties of such party contained in this Article 11 untrue in any material respect. If any of the

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foregoing
representations and warranties by Seller shall not be true as of the Closing and such breach is other than as a result of Seller's deliberate or willful act, Purchaser may alternatively as
its sole remedy either (a) waive such breach and close the transaction contemplated herein, or (b) terminate this Agreement, in which event the Earnest Money Deposit and any interest
earned thereon shall be returned to Purchaser. In the case of any other breach of any of the foregoing representations or warranties by Seller or Purchaser, the parties may exercise any of their
remedies under Article 13.

ARTICLE 12  THE CLOSING

12.1Definition; Time and Place.The performance by Seller and Purchaser of their respective obligations under this Agreement
directly or through the completion of the escrow deposits required of them to be made and the delivery of the Purchase Price to Seller by the Title Insurer, as escrow agent, after delivery of the
Title Policy or a binding commitment to issue a Title Policy to Purchaser and delivery of possession of the Property to Purchaser shall constitute the closing of the sale (the "Closing").

12.2Phased Closing Obligations.It is anticipated that there will be a closing of the Property on the Initial Closing Date.
Upon the Initial Closing, Seller shall deed all of the Property to Purchaser, less the Retained Parcel. Purchaser shall be granted an option to purchase the Retained Parcel on the Initial Closing Date
until ninety (90) days after Purchaser obtains the NFA as provided in Article 5.3, for the total Purchase Price of Ten Dollars ($10.00) and a memorandum of option shall be recorded
against the Retained Parcel evidencing Purchaser's option to purchase, a copy of which is attached hereto asExhibit J. That part of the Purchase
Price paid to Seller attributable to the Retained Parcel shall be deemed the option payment and shall be credited against the Purchase Price upon exercise of the option. Purchaser shall have the
right, but not the obligation in the event the NFA is not received, to alternatively lease all, but not less than, the Retained Parcel for its own use pursuant to a minimum forty (40) year
ground lease, in the form and on the terms in the Ground Lease attached hereto as Exhibit "K". In the event that Purchaser chooses to lease the Retained Parcel, then a portion of the option
consideration shall be reclassified as rent and upon the exercise of the option to purchase by Purchaser, shall be credited against the Purchase Price. Upon exercise of the option to purchase, an
escrow shall be opened with the Title Company and closed not later than thirty (30) days after opening, or sooner, at Purchaser's election ("Second Closing"). Real property Taxes shall be
appropriately prorated on Closing. Seller shall provide and pay for Purchaser's Owner's Title Policy on the Retained Parcel and all other costs of Closing to be shared equally.

12.3 The
Initial Closing, which shall be for the Property excluding the Retained Parcel shall occur on or before twenty (20) days following the expiration of the
Purchaser's Review Period ("Initial Closing Date") at the Denver office of Purchaser's counsel or the Title Insurer, at Purchaser's election.

12.4Possession.Possession of the Property shall be delivered to Purchaser at the Closing.

12.5Escrow.Closing shall occur through an escrow with the Title Insurer (the "Escrow") in accordance with a closing escrow
letter mutually acceptable to Seller's counsel and Purchaser's counsel and this Agreement. Each party shall have the right to inspect all documents prior to or at the time of deposit in the Escrow.
The escrow fee for the Escrow shall be shared equally by the parties. The Escrow shall be with the Denver office of Land Title Guarantee Company at the address listed below:



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12.6Documents To Be Delivered By Seller At Closing.At the Closing or such other time period as may be specifically set
forth below Seller shall deliver or cause to be delivered to Purchaser directly or, if either party elects, through the Escrow, the following, each of which shall be in form reasonably satisfactory to
Purchaser (except to the extent a particular form is specified below) and (if applicable) the Title Insurer:



12.7Documents To Be Delivered By Purchaser At Closing.At the Closing Purchaser shall deliver through the Escrow, the
following, each of which shall be in form reasonably satisfactory to Seller and (if applicable) the Title Insurer:



12.8Documents to be Jointly Delivered by Seller and Purchaser at Closing.At the Closing, Seller and Purchaser shall each
execute and deliver, directly, or if either party elects, through the Escrow, the

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following,
each of which shall be in form reasonably satisfactory to both parties and (if applicable) the Title Insurer:



12.9Conditions to Seller's Obligations.The Closing and Seller's obligations to consummate the transaction contemplated by
this Agreement are subject to the satisfaction of the following conditions (or Seller's waiver thereof) which are for Seller's sole benefit, on or prior to the dates designated below for the
satisfaction of such conditions, or the applicable Closing in absence of a specified date:



12.10Conditions of Purchaser's Obligations.The Closing and Purchaser's obligations to consummate the transaction
contemplated by this Agreement are subject to the satisfaction of the following conditions (or Purchaser's waiver thereof) which are for Purchaser's sole benefit, on or prior to the dates designated
below for the satisfaction of such conditions, or the Closing in absence of a specified date:



16

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ARTICLE 13  DEFAULTS; REMEDIES

13.1Purchaser's Default.If the transaction contemplated hereby does not close by reason of a default by Purchaser in any of
the terms hereof, then Seller may, as its sole option and in lieu of any and all other legal and equitable remedies which Seller may have hereunder for failure by Purchaser to close the transaction
contemplated hereby, receive the Earnest Money Deposit and any interest earned thereon, as liquidated damages, and Seller hereby waives the right to recover the balance of the Purchase Price.

13.2Seller's Default.If the transaction contemplated hereby does not close by reason of a default by Seller in any of the
terms hereof, the Earnest Money Deposit and any interest earned thereon shall be returned to Purchaser. Thereafter, Purchaser may pursue an action for damages, and for specific performance but in no
event shall Seller be liable to Purchaser for indirect or speculative damages, including without limitation, any loss or damage suffered by Purchaser in connection with any agreement or understanding
with any third party for the use, lease or purchase of the Property.

ARTICLE 14  OPERATION OF THE PROPERTY PRIOR TO CLOSING

14.1Seller's Covenant.The Property shall be operated, managed and maintained in a reasonable, professional and prudent
manner, and kept in reasonably good condition at all times. Without expense to Purchaser, all repairs and replacements, structural and non-structural, ordinary and extraordinary, shall be
made which are required to maintain the Property in its present condition, reasonable wear and tear excepted.

14.2Covenant to Observe Agreements.Seller shall comply with all of its obligations and contractual arrangements affecting
the Property by which Seller is bound.

14.3Notice of Default.Seller promptly shall notify Purchaser of Seller's receipt of any notice from any party alleging that
Seller is in default of its obligations under any of the Leases or any permit or agreement affecting the Property, or any portion or portions thereof.

14.4New Contracts.No contract for or on behalf of or affecting the Property shall be negotiated or entered into which
cannot be terminated by Seller prior to Closing without charge, cost, penalty or premium.

ARTICLE 15  TELECOMMUNICATIONS BUILDING

15.1 Seller
shall have the right to relocate the telecommunications equipment, presently located in the Assembly Building, to the Corporate Building for a period of ninety
(90) days after Close of Escrow. Seller shall be granted a license as of Close of Escrow for such ninety (90) day period, to enter the Assembly Building for such relocation purposes,
provided Seller provides Purchaser prior to entry with evidence of commercial general liability insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence and Two
Million Dollars ($2,000,000.00) in the aggregate; worker's compensation insurance in statutory limits and employers liability insurance with limits of not less than One Million Dollars ($1,000,000.00)
each limited; and umbrella excess liability insurance of the

17

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underlying
commercial general liability and employers liability insurance with limits not less than Five Million Dollars ($5,000,000.00) each occurrence and aggregate. All other conditions for
insurance will be the same as required of Purchaser under Section 9.2 of this Agreement. Seller shall indemnify Purchaser, its employees, agents and contractors for all damages, claims and
causes of action that may arise due to Seller's presence or activity in the Assembly Building. Seller, as Lessee, may choose to have Purchaser, as Lessor, contribute the sum of Sixty-Five
Thousand Dollars ($65,000.00) toward such relocation costs and such sum shall be added as rent to the Lease on the Corporate Building to be amortized over the term of the Lease for such Building at
ten percent (10%) interest. Seller shall repair any damage to the Assembly Building due to removal of the telecommunications equipment.

ARTICLE 16  MISCELLANEOUS

16.1Loss.Seller shall bear the risk of all loss or damage to the Property or the Retained Parcel from all causes until the
Initial Closing, except for any acts of Purchaser, its agent, employees, contractors and invitees. Seller represents that it has, and will maintain pending the Initial Closing, a policy of fire and
extended coverage insurance in at least the full amount of the replacement cost of all buildings and improvements located on the Property. If at any time prior to the Initial Closing any portion of
the Property of the Retained Parcel is destroyed or damaged as a result of fire or any other casualty whatsoever, Seller shall promptly give written notice thereof to Purchaser. Seller either shall
(A) use any available insurance proceeds, together with the amount of any applicable deductible to restore the Property and the Retained Parcel prior to the Initial Closing to its condition as
of the Effective Date, or (B) in lieu of restoration, prior to the Initial Closing, clear the site of debris and deposit all remaining insurance proceeds in escrow with the Title Insurer and
such funds, together with interest thereon, shall be disbursed to Purchaser at the Initial Closing, and at the Initial Closing, Purchaser shall receive a credit in the amount of the deductible under
Seller's insurance policy. All unpaid claims and rights in connection with any such losses shall be assigned to Purchaser at the Initial Closing without in any manner affecting the Purchase Price.
After the Initial Closing, the provisions regarding loss or damage, as well as condemnation in Section 16.2 shall survive the Initial Closing until the later of the Closing of the purchase of
the Retained Parcel or termination of the Ground Lease for the Retained Parcel.

16.2Condemnation.If prior to the Initial Closing any condemnation proceeding is commenced or any change is made, or
proposed to be made, which shall deny legal access to the Property or the Retained Parcel, Purchaser shall have the right to terminate the Escrow and receive return of its Earnest Money Deposit and
any interest earned thereon. If Purchaser does not so terminate this Agreement, Purchaser shall proceed to Closing hereunder as if no such proceeding had commenced and will pay Seller the full
Purchase Price in accordance with this Agreement; Seller shall assign to Purchaser all of its right, title and interest in and to any compensation for such condemnation, Seller shall not negotiate or
settle any claims for compensation prior to the Initial Closing, and Purchaser shall have the sole right (in the name of Purchaser or Seller or both) to negotiate for, to agree to and to contest all
offers and awards, to include offers and awards regarding the Retained Parcel.

16.3Payment of Real Estate Brokers and Consultants.Each party represents to the other that no real estate broker has been
used in connection with this transaction. Seller agrees to indemnify, defend and hold Purchaser harmless from and against any claim for a real estate broker's commission or fee by any party claiming
to have represented Seller in connection with this transaction. Purchaser agrees to indemnify, defend and hold Seller harmless from and against any claim for a real estate broker's commission or fee
by any party claiming to have represented Purchaser in connection with this transaction. The indemnification obligations under this Section 16.3 shall survive the Closing or any termination of
this Agreement for any reason whatsoever.

18

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16.4Notices.All notices and other communications which are required to be, or which may be given under this Agreement shall
be in writing, and shall be delivered at the addresses set out hereinbelow, along with a copy to Escrow at the address set forth in Section 12.5. Notice may be given by personal delivery,
recognized overnight courier, by United States mail or by facsimile transmission in the manner set forth below. Notice shall be deemed to have been duly given (a) if by personal delivery, on
the first to occur of the date of actual receipt or refusal of delivery by any person at the intended address, (b) if by overnight courier, on the first (1st) Business Day after being delivered
to a recognized overnight courier, (c) if by mail, on the third (3rd) Business Day after being deposited in the United States mail, certified or registered mail, return receipt requested,
postage prepaid, or (d) by facsimile transmission shall be deemed to have been given on the day and at the time transmitted, as evidenced by the confirmation slip generated by the sender's
facsimile machine (and provided that a hard copy of such notice shall have been sent in one of the manners described in clauses (a) through (c) above) addressed as follows:

|If to Seller:    |  | Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239-3018
Attn: Richard H. Wiley
Facsimile: (303) 373-6606
Telephone: 303-373-6373          
|---------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|With a copy to:  |  | Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239-3018
Attn: L.C. Ross
Facsimile: (303) 373-6406
Telephone: (303) 373-6625               
|If to Purchaser: |  | Panattoni Development Company, LLC
9785 Maroon Circle, Suite G104
Englewood, CO 80112
Attn: David Hagan
Facsimile: (303) 790-4723
Telephone: (303) 790-4737
|With a copy to:  |  | Panattoni Law Firm
8413 Jackson Road, Suite C
Sacramento, California 95826
Attn: Peter E. von Elten
Facsimile: (916) 381-1109
Telephone: (916) 381-6171    

or
to such other address as either party may from time to time specify as its address for the receipt of notices hereunder, in a notice to the other party. Notices given by an attorney shall be deemed
to constitute notice from that party.

16.5Assignee or Affiliate.Affiliate or assignee ("Assignee") is the party which will acquire the Property, in which event
all instruments, documents and agreements required to be delivered to Purchaser hereunder shall be delivered to, and run for the benefit of such designee. No such designation shall relieve Purchaser
of its obligations hereunder. Purchaser may not assign or pledge any of its rights hereunder without the prior written consent of Seller, except Seller's consent shall not be necessary for an
assignment to an Assignee, Affiliate, Hagan Investments LLC, a Colorado limited liability company, or an entity controlled by Carl D. Panattoni where Purchaser remains liable for all of its
obligations hereunder.

19

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16.6Joint and Several Liability.If any party is more than one person or entity, then all obligations and/or liabilities of
such party set forth herein or arising hereunder shall be the joint and several obligations and/or liabilities of each person or entity constituting such party.

16.7Entire Agreement.This Agreement embodies the entire understanding of the parties and there are no further or other
agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof except as may be set forth in writing executed by both parties contemporaneously with
or subsequent to this Agreement.

16.8Severability.If any term or provision of this Agreement or any application thereof shall be invalid or unenforceable,
the remainder shall not be affected thereby.

16.9Captions; Number.The captions contained in this Agreement are for the convenience of reference only, and shall not
affect the meaning, interpretation or construction of this Agreement. As used in this Agreement, the singular form shall include the plural and the plural shall include the singular, to the extent
that the context renders it appropriate.

16.10Counterparts.This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an
original and all of which together shall be deemed to be one and the same instrument.

16.11Governing Law.This Agreement has been executed and delivered, and is to be performed, in the State of Colorado and
this Agreement and all rights, obligations and liabilities hereunder shall be governed by, and construed in accordance with, the internal laws of the State of Colorado.

16.12Time of the Essence.Time is of the essence of this Agreement.

16.13Survival.All of the respective representations and warranties of Seller and Purchaser hereunder, and all of their
respective rights and remedies with respect to the incorrectness or breach thereof, shall survive the Closing for a period of one (1) year. The indemnification provisions of Seller in
Article 6 shall survive the Closing as well as all other provisions which expressly provide an obligation of either party after Closing.

16.14Modification.The provisions of this Agreement may not be amended, changed or modified orally, but only by an agreement
in writing signed by the party against whom any amendment, change or modification is sought.

16.15Waiver.Except as otherwise expressly provided in this Agreement, no waiver by a party of any breach of this Agreement
or of any warranty or representation hereunder by the other party shall be deemed to be a waiver of any other breach by such other party (whether preceding or succeeding and whether or not of the same
or similar nature) and no acceptance of payment or performance by a party after any breach by the other party shall be deemed to be a waiver of any breach of this Agreement or of any representation or
warranty hereunder by such other party whether or not the first party knows such breach at the time it accepts such payment or performance. Except as otherwise expressly provided in this Agreement, no
failure or delay by a party to exercise any right it may have by reason of the default of the other party shall operate as a waiver of default or modification of this Agreement or shall prevent the
exercise of any right by the first party while the other party continues to be so in default.

16.16Business Days.If any date specified in this Agreement for the Closing Date or for commencement or expiration of time
periods for termination or approvals or for notice occurs on a day other than a Business Day, then any such date shall be postponed to the following Business Day. As used herein, "Business Day" shall
mean any day other than a Saturday, Sunday or a holiday observed by national banks or the Title Insurer.

20

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16.17No Recording of Agreement.Neither party (nor any of their respective agents or representatives) shall record this
Agreement or any memorandum thereof, without the prior written consent of the other.

16.18Offer; Effective Date.The execution of this Agreement by the first party to do so and delivery thereof to the other
party constitutes an offer to purchase or sell, as the case may be, and shall be automatically revoked unless the party to which the offer is made shall execute and deliver at least two
(2) copies of this Agreement to the offering party at the address given for notice herein. The term "Effective Date" as used herein shall be the later date that both parties fully execute this
Agreement, as reflected below in the signature block at the end of this Agreement.

16.19Cooperation In Exchange.In the event that Seller or Purchaser are under contract with a qualified intermediary for the
purpose of effecting a tax-deferred exchange in accordance with Section 1031 of the United States Internal Revenue Code of 1986, as most recently amended, each party consents to the
assignment of this Agreement to such intermediary. Furthermore, each party shall cooperate with the other to accomplish such exchange and perform any acts reasonably necessary to assist in such
exchange, provided that neither party shall be required to accept title to any property other than the Property, expend any additional amounts of money above those amounts required pursuant to this
Agreement, extend the Closing Date, and further provided that each party defend, indemnify and hold the other harmless from and against expenses, costs and damages of any kind (including reasonable
attorney's fees) suffered by either by reason of the performance of, or failure to perform, any acts of cooperation necessitated by this Section. Each party agrees to sign a Notice of Assignment prior
to Closing confirming that such party has received the Notice of Assignment and consents to the assignment. Should this Agreement become part of a 1031 transaction, the party electing to exchange the
Property (the "Exchanger") hereby agrees that the other party may enforce any and all representations, warranties, covenants and other obligations of the Exchanger under this Agreement directly
against Exchanger, and the other party agrees that Exchanger may enforce any and all representations, warranties, covenants and other obligations of the other party under this Agreement directly
against the other party.

16.20Attorney Fees.In the event of any dispute arising out of the enforcement or interpretation of this Agreement, the
prevailing party shall be entitled to reasonable attorney fees and costs, to include any attorney fees or costs on appeal.

16.21Non-Disclosure.Neither party shall make public disclosure with respect to this transaction before the
Closing except:



16.22Right to Market. Seller shall not market the Property and enter into negotiations with potential purchasers after the
Effective Date of this Agreement.

16.23Representation by Counsel. Notwithstanding any rule or maxim of construction to the contrary, any ambiguity or
uncertainty shall not be construed against either Seller or Purchaser based upon authorship of any of the provisions hereof. Seller and Purchase each hereby warrant, represent

21

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and
certify to the other as follows: (a) that the contents of this Agreement have been completely and carefully read by the representing party and counsel for the representing party;
(b) that the representing party has been separately represented by counsel and the representing party is satisfied with such representation; (c) that the representing party's counsel has
advised the representing party of, and the representing party fully understands, the legal consequences of this Agreement; and (d) that no other person (whether a party to this Agreement or
not) has made any threats, promises or representations of any kind whatsoever to induce the execution hereof, other than the performance of the terms and provisions hereof.

16.24Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM
ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF
SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. PURCHASER SHOULD INVESTIGATE THE DEBT
FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH
MILL LEVIES.

[Remainder of Page Intentionally Left Blank]

22

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SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

PURCHASER:

PANATTONI DEVELOPMENT COMPANY, LLC,
a California limited liability company

|By:                                           |  | /s/DAVID HAGANDavid Hagan, Partner                          |  | 
|--------------------------------------------- |  | ----------------------------------------------------------- |  | 
|Date:                                         |  | January 24, 2005                                            |  | 
|SELLER:                                       |  |                                                            
|SAMSONITE CORPORATION,
a Delaware corporation |  |                                                            
|By:                                           |  | /s/RICHARD H. WILEYRichard H. Wiley
Chief Financial Officer |  | 
|Date:                                         |  | January 24, 2005                                            |  | 

23

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EXHIBIT INDEX

|Exhibit |  | Location                 |  | Contents                                                                                       
|------- |  | ------------------------ |  | -----------------------------------------------------------------------------------------------
|A       |  | Recitals                 |  | Legal description of Property and Retained Parcel                                              
|B       |  | Recitals and Section 3.1 |  | Property to be leased backSite Plan                                                           
|C       |  | Section 3.1              |  | Form of Lease                                                                                  
|D       |  | Section 4.1              |  | Retained Parcel                                                                                
|E       |  | Section 9.1(b)           |  | Due Diligence Materials                                                                        
|F       |  | Section 9.1(b)           |  | Seller's transmittal letter of due diligence materials bearing evidence of receipt by Purchaser
|G       |  | Section 12.6(a)          |  | Form of Special Warranty Deed                                                                  
|H       |  | Section 12.6(b)          |  | FIRPTA                                                                                         
|I       |  | Section 4.1              |  | Option to Purchase Real Estate                                                                 
|J       |  | Section 12.2             |  | Memorandum of Option to Purchase Real Estate                                                   
|K       |  | Section 12.2             |  | Ground Lease                                                                                   
|L       |  | Section 12.6(g)          |  | Bill of Sale                                                                                   

24

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EXHIBIT A    Legal Description of Property  and Retained Parcel

Our
Order No. ABD70074801

LEGAL DESCRIPTION

LOT
1, BLOCK 1, MONTBELLO NO. 1, CITY AND COUNTY OF DENVER, STATE OF COLORADO, ALSO DESCRIBED AS:

PARCEL
1:

A
PORTION OF LOT 1, BLOCK 1, MONTBELLO NO. 1 IN THE CITY AND COUNTY OF DENVER, STATE OF COLORADO, DESCRIBED AS FOLLOWS:

COMMENCING
AT THE NORTHEAST CORNER OF SAID LOT 1;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST ALONG THE EAST LINE OF SAID LOT 1, (WITH ALL BEARINGS HEREIN RELATIVE THERETO) A DISTANCE OF 1883.07 FEET TO THE NORTHEAST CORNER OF PARCEL 1, SAID
POINT BEING THE TRUE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 815.16 FEET TO THE SOUTHEAST CORNER OF SAID LOT 1;
THENCE SOUTH 88 DEGREES 20 MINUTES 07 SECONDS WEST ALONG THE SOUTHERLY LINE OF SAID LOT 1 A DISTANCE OF 84.61 FEET;
THENCE NORTH 83 DEGREES 29 MINUTES 00 SECONDS WEST ALONG SAID SOUTHERLY LINE A DISTANCE OF 781.63 FEET;
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 703.91 FEET;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 711.15 FEET;
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 25.00 FEET;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 150.00 FEET TO THE POINT OF BEGINNING.

PARCEL
2:

A
PORTION OF LOT 1, BLOCK 1, MONTBELLO NO. 1, IN THE CITY AND COUNTY OF DENVER, STATE OF COLORADO, DESCRIBED AS FOLLOWS:

BEGINNING
AT THE NORTHEAST CORNER OF SAID LOT 1;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST ALONG THE EAST LINE OF SAID LOT 1, (WITH ALL BEARINGS HEREIN RELATIVE THERETO) A DISTANCE OF 1883.07 FEET;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 150.00 FEET;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 25.00 FEET;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 711.15 FEET;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 703.91 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID LOT 1;
THENCE NORTH 83 DEGREES 29 MINUTES 00 SECONDS WEST ALONG SAID SOUTHERLY LINE A DISTANCE OF 203.31 FEET;
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 1317.74 FEET;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 91.50 FEET TO A

25

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Our
Order No. ABD70074801

LEGAL DESCRIPTION

POINT
OF CURVATURE;

THENCE
ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 72.50 FEET, THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, AN ARC DISTANCE OF 113.88 FEET;
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 916.16 FEET;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 228.55 FEET;
THENCE NORTH 38 DEGREES 42 MINUTES 29 SECONDS EAST A DISTANCE OF 78.12 FEET;
THENCE NORTH 25 DEGREES 01 MINUTES 31 SECONDS EAST A DISTANCE OF 130.19 FEET;
THENCE NORTH 00 DEGREES 00 MINUTES 51 SECONDS EAST A DISTANCE OF 103.57 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 1;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID NORTH LINE A DISTANCE OF 566.64 FEET TO THE POINT OF BEGINNING.

PARCEL
3:

A
PORTION OF LOT 1, BLOCK 1, MONTBELLO NO. 1, IN THE CITY AND COUNTY OF DENVER, STATE OF COLORADO, DESCRIBED AS FOLLOWS:

COMMENCING
AT THE NORTHEAST CORNER OF SAID LOT 1;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST ALONG THE NORTH LINE OF SAID LOT 1, (WITH ALL BEARINGS HEREIN RELATIVE THERETO) A DISTANCE OF 566.64 FEET TO THE NORTHEAST CORNER OF PARCEL 3, SAID
POINT BEING THE TRUE POINT OF BEGINNING;
THENCE SOUTH 00 DEGREES 00 MINUTES 51 SECONDS WEST A DISTANCE OF 103.57 FEET;
THENCE SOUTH 25 DEGREES 01 MINUTES 31 SECONDS WEST A DISTANCE OF 130.19 FEET;
THENCE SOUTH 38 DEGREES 42 MINUTES 29 SECONDS WEST A DISTANCE OF 78.12 FEET;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 228.55 FEET;
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 282.50 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 1;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID NORTH LINE A DISTANCE OF 332.50 FEET TO THE POINT OF BEGINNING.

PARCEL
4:

A
PORTION OF LOT 1, BLOCK 1 MONTBELLO NO. 1, IN THE CITY AND COUNTY OF DENVER, STATE OF COLORADO, DESCRIBED AS FOLLOWS:

COMMENCING
AT THE NORTHEAST CORNER OF SAID LOT 1;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST ALONG THE NORTH LINE OF SAID LOT 1, (WITH ALL BEARINGS HEREIN RELATIVE THERETO) A DISTANCE OF 899.14 FEET TO THE NORTHEAST CORNER OF PARCEL 4, SAID
POINT BEING THE TRUE POINT OF BEGINNING;

26

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Our
Order No. ABD70074801

LEGAL DESCRIPTION

THENCE
SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 1198.66 FEET TO A POINT OF CURVE;
THENCE ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 72.50 FEET, THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, AN ARC DISTANCE OF 113.88 FEET;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 694.20 FEET TO A POINT ON THE WEST LINE OF SAID LOT 1;
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST ALONG SAID WEST LINE A DISTANCE OF 1271.16 FEET TO THE NORTHWEST CORNER OF SAID LOT 1;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST ALONG THE NORTH LINE OF SAID LOT 1 A DISTANCE OF 766.70 FEET TO THE POINT OF BEGINNING.

PARCEL
5:

A
PORTION OF LOT 1, BLOCK 1, MONTBELLO NO. 1, IN THE CITY AND COUNTY OF DENVER, STATE OF COLORADO, DESCRIBED AS FOLLOWS:

COMMENCING
AT THE NORTHEAST CORNER OF SAID LOT 1;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST ALONG THE NORTH LINE OF SAID LOT 1, (WITH ALL BEARINGS HEREIN RELATIVE THERETO) A DISTANCE OF 899.14 FEET;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 1198.66 FEET TO A POINT OF CURVE;
THENCE ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 72.50 FEET, THROUGH
A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, AN ARC DISTANCE OF 113.88 FEET;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 91.50 FEET TO THE NORTHEAST CORNER OF PARCEL 5, SAID POINT BEING THE TRUE POINT OF BEGINNING;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 443.50 FEET;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 575.70 FEET;
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 443.50 FEET;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 575.70 FEET TO THE POINT OF BEGINNING.

PARCEL
6:

A
PORTION OF LOT 1, BLOCK 1, MONTBELLO NO. 1, IN THE CITY AND COUNTY OF DENVER, STATE OF COLORADO, DESCRIBED AS FOLLOWS:

COMMENCING
AT THE NORTHEAST CORNER OF SAID LOT 1;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST ALONG THE NORTH LINE OF SAID LOT 1 (WITH ALL BEARINGS HEREIN RELATIVE THERETO) A DISTANCE OF 899.14 FEET;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 1198.66 FEET TO A POINT OF CURVE;
THENCE ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 72.50 FEET, THROUGH A

27

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Our
Order No. ABD70074801

LEGAL DESCRIPTION

CENTRAL
ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, AN ARC DISTANCE OF 113.88 FEET;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 91.50 FEET;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 443.50 FEET TO THE NORTHEAST CORNER OF PARCEL 6, SAID POINT BEING THE TRUE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF
874.24 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID LOT 1;
THENCE NORTH 83 DEGREES 29 MINUTES 00 SECONDS WEST ALONG SAID SOUTHERLY LINE A DISTANCE OF 606.62 FEET TO THE SOUTHWEST CORNER OF SAID LOT 1;
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST ALONG THE WEST LINE OF SAID LOT 1, A DISTANCE OF 1248.89 FEET;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 27.00 FEET;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 443.50 FEET;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 575.70 FEET TO THE POINT OF BEGINNING.

TOGETHER
WITH ALL THE RIGHTS AND BENEFITS GRANTED UNDER THAT CERTAIN DECLARATION OF RESTRICTIONS AND EASEMENTS AFFECTING THE PREMISES DATED JULY 28, 2003 AND RECORDED JULY 30, 2003 IN THE CLERK
AND RECORDER'S OFFICE FOR THE CITY AND COUNTY OF DENVER AT RECEPTION NO. 2003155337.

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EXHIBIT B  Property to be Leased Back  Site Plan

[SITE
PLAN A]

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[SITE
PLAN B]

30

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[SITE
PLAN C]

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EXHIBIT C    Form of Lease    LEASE AGREEMENT  (Single Tenant Facility)

ARTICLE
ONE:BASIC TERMS.

This
Article One contains the Basic Terms of this Lease between the Landlord and Tenant named below. Other Articles, Sections and Paragraphs of the Lease referred to in this Article One
explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.

Section 1.01.Date of Lease:,
200

Section 1.02.Landlord (include legal entity):

|Address of Landlord: |  | 9785 Maroon Circle, Suite G104
Englewood, CO 80112
Facsimile: (303) 790-4723
|-------------------- |  | ----------------------------------------------------------------------------

Section 1.03.Tenant (include legal entity): Samsonite Corporation, a Delaware corporation

|Address of Tenant: |  | 11200 East 45th Avenue
Denver, Colorado 80239
Facsimile: (303) 373-6406
|------------------ |  | -----------------------------------------------------------------------

Section 1.04.Property:That certain
approximately                        square
foot                        building (the "Property")
together with that certain real property located appurtenant thereto being a portion of Landlord's real property consisting of approximately 89 acres (the "Project") located in Denver, Colorado as
described onExhibit "A"attached hereto together, with non-exclusive rights to use the, parking areas, driveways, access roads, and
landscape areas more particularly depicted on the Site Plan set forth inExhibit "B", attached hereto.

Section 1.05.Lease Term:2 years 0 monthsbeginning onor such other date as is specified in this Lease ("Commencement Date"), andending on.

Section 1.06.Permitted Uses(See Article Five): [Office/Warehouse/Retail]

Section 1.07.Tenant's Guarantor(if none, so state): None

Section 1.08.Brokers(See Article fourteen) (if none, so state): None

Section 1.09.Commission payable to Landlord's Broker(See Article Fourteen): None

Section 1.10. Initial Security Deposit(See Section 3.03): None

Section 1.11.Vehicle Parking Spaces Allocated to Tenant: Not Applicable

Section 1.12.Rent and Other Charges Payable by Tenant:



Section 1.13. Landlord's Share of Profit on Assignment or Sublease(See Section 9.05): Fifty percent
(50%) of the profit (the "Landlord's Share").

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Section 1.14.Riders:The following Riders are attached to and made a part of this Lease: (If none, so state) Exhibit "A"Legal Description andExhibit "B"Site Plan.

ARTICLE
TWO.LEASE TERM.

Section 2.01.Lease of Property for Lease Term.Landlord leases the Property to Tenant and Tenant leases the Property from Landlord
for the Lease Term. The Lease Term is for the period stated in Section 1.05 above and shall begin and, unless earlier terminated in accordance with the terms hereof, end on the dates specified
in Section 1.05 above, unless the beginning or end of the Lease Term is changed under any provision of this Lease. The "Commencement Date" shall be the date specified in Section 1.05
above for the beginning of the Lease Term, unless advanced or delayed under any provision of this Lease.

Section 2.02.Renewal Options.Tenant shall have two (2) options to extend the term of the lease for additional periods of
one (1) year each provided Tenant gives Landlord at least nine (9) months written notice of Tenant's election to exercise each such option. Any extension shall be on the same terms as
set forth herein, except that Base Rent for the renewal period(s) shall be Forty Thousand Eight Hundred Fifty and 00/100 Dollars ($40,850.00,) per month; and except that Tenant's options to extend in
no event shall exceed a total of four (4) years from the Commencement Date and are limited to the number provided for in this Section 2.02. Tenant's right to extend the Lease Term of
this Lease is subject to Tenant not being in default of this Lease at the time Tenant submits notice to extend the Lease Term, beyond any applicable notice and grace periods, and Tenant shall not have
assigned this Lease or sublet all or any portion of the Property in violation of the terms of this Lease. [NOTE: THIS SECTION WILL BE INTENTIONALLY OMITTED FROM THE RETAIL
LEASE]

Section 2.03.Holding Over.Tenant shall vacate the Property upon the expiration or earlier termination of this Lease. Tenant shall
reimburse Landlord for and indemnify Landlord against all damages which Landlord incurs from Tenant's delay in vacating the Property. If Tenant does not vacate the Property upon the expiration or
earlier termination of the Lease and Landlord thereafter accepts rent from Tenant, Tenant's occupancy of the Property shall be a "month to month" tenancy, subject to all of the terms of this Lease
applicable to a month-to-month tenancy terminable by either party upon thirty (30) days written notice, except that the Base Rent then in effect shall be increased by
one hundred and fifty percent (150%).

ARTICLE
THREE:BASE RENT.

Section 3.01.Time and Manner of Payment.Upon execution of this Lease, Tenant shall pay Landlord the Base Rent in the amount
stated in paragraph 1.12(a) above for the first month of the Lease Term. On the first day of the second month of the Lease Term and each month thereafter, Tenant shall pay Landlord the Base
Rent, in advance, without offset, deduction or prior demand. The Base Rent shall be payable at Landlord's address set forth in Paragraph 1.02, or at such other place as Landlord may designate
in writing.

Section 3.02.Termination; Advance Payments.Upon termination of this Lease under Article Seven (Damage or Destruction), Article
Eight (Condemnation) or any other termination not resulting from Tenant's default, and after Tenant has vacated the Property in the manner required by this Lease, Landlord shall refund or credit to
Tenant (or Tenant's successor), any advance rent or other advance payments made by Tenant to Landlord, and any amounts paid for real property taxes and other reserves which apply to any time periods
after termination of the Lease.

ARTICLE
FOUR:OTHER CHARGES PAYABLE BY TENANT.

Section 4.01.Additional Rent.All charges payable by Tenant other than Base Rent are called "Additional Rent." Unless this Lease
provides otherwise, Tenant shall pay all Additional Rent then due

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with
the next monthly installment of Base Rent. The term "rent" shall mean Base Rent and Additional Rent.

Section 4.02.Property Taxes.



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Section 4.03.Utilities.Tenant shall pay, directly to the appropriate supplier, the cost of all natural gas, heat, light, power,
sewer service, telephone, water, refuse disposal and other utilities and services supplied to the Property.

Section 4.04. Insurance Policies.



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Section 4.05.Late Charges.Tenant's failure to pay rent promptly may cause Landlord to incur unanticipated costs. The exact
amounts of such costs are impractical or extremely difficult to ascertain. Such costs may include, but are not limited to, processing and accounting charges and late charges

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which
may be imposed on Landlord by any ground lease, mortgage or trust deed encumbering the Property. Therefore, if Landlord does not receive any rent payment within ten (10) days after it
becomes due, Tenant shall pay to Landlord a late charge equal to five percent (5%) of the overdue amount. The parties agree that such late charge represents a fair and reasonable estimate of the costs
Landlord will incur by reason of such late payment.

Section 4.06.Interest on Past Due Obligations.Any amount owed by Tenant to Landlord which is not paid when due shall bear
interest at the rate of ten percent (10%) per annum from the due date of such amount. However, interest shall not be payable on late charges to be paid by Tenant under this Lease. The payment of
interest on such amounts shall not excuse or cure any default by Tenant under this Lease. If the interest rate specified in this Lease is higher than the rate permitted by law, the interest rate is
hereby decreased to the maximum legal interest rate permitted by law.

Section 4.07.Management Fees.Tenant shall reimburse Landlord monthly for management fees incurred by Landlord in connection with
the Property up to a maximum amount of 1.5% of the gross rents payable hereunder.

Section 4.08. Common Areas: Use, Maintenance and Costs.

Common Areas.Tenant acknowledges and agrees that from time to time during the Lease Term, Landlord may relocate certain of the Common
Areas to accommodate Landlord's redevelopment of the Project and that such relocation may include the demolition of certain roadways the construction of temporary roadways until new permanent roadways
are completed. Any such relocation shall be at Landlord's sole cost and expense and Landlord shall use commercially reasonable efforts to prosecute any such relocation of the Common Areas in a manner
which does not unreasonably interfere with Tenant's operation of its business at the Property. Landlord shall give Tenant not less than thirty (30) days prior notice of any relocation of the
Common Areas. [NOTE: THE FOLLOWING PROVISION WILL NOT APPEAR IN EITHER THE RETAIL OR THE WAREHOUSE LEASES] Tenant further acknowledges and agrees that Landlord may relocate the
Common Area roadway to the north of the Property and that as a result of such relocation that Landlord may reclaim a portion of the parking areas located on the Property. If Landlord proceeds with
such relocation, Landlord shall provide Tenant with alternative parking areas on the Project which are equal to or larger than that of the parking areas reclaimed by Landlord.

Use of Common Areas.Tenant shall have the nonexclusive right (in common with other tenants and all others to whom Landlord has granted or
may grant such rights) to use the Common Areas for the
purposes intended, subject to such reasonable rules and regulations as Landlord may establish from time to time. Tenant shall abide by such rules and regulations and shall use commercially reasonable
efforts to cause others who use the Common Areas with Tenant's express or implied permission to abide by Landlord's rules and regulations. At any time, Landlord may close any Common Areas to perform
any acts in the Common Areas as, in Landlord's judgment, are desirable to improve the Property, provided such acts do not materially interfere with Tenant's use or access to the Property. Tenant shall
not interfere with the rights of Landlord, other tenants or any other person entitled to use the Common Areas. Landlord shall enforce the rules and regulations in a non-discriminatory
manner.

Maintenance of Common Areas.Landlord shall maintain in good order, condition and repair the Common Areas and all water, sewer, gas and
electrical lines and facilities owned by Landlord which are located on the Project and serve the Property (the "Utility Facilities"). Tenant shall pay Tenant's Share (herinafter defined) of all costs
incurred by Landlord for the operation and maintenance of the Common Areas and the Utility Facilities (collectively, "CAM Charges"). CAM Charges include, but are not limited to, costs and expenses for
the following: gardening and landscaping; snow removal; utilities, water and sewage charges; premiums for liability, property damage, fire and other types of casualty insurance on the Common Areas and
the Utility Facilities; all personal property taxes levied on or attributable to personal property used in connection with the Common Areas; straight-line depreciation

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on
personal property owned by Landlord which is consumed solely in the operation or maintenance of the Common Areas; rental or lease payments paid by Landlord for rented or leased personal property
used solely in the operation or maintenance of the Common Areas; fees for required licenses and permits; repairing, resurfacing, repaving, maintaining, painting, lighting, cleaning and similar items.
Landlord may cause any or all of such services to be provided by third parties and the cost of such services shall be included in CAM Charges. "Tenant's Share" means 100%; provided, however, that if
Landlord commences construction activities on the Project during the Lease Term, then from and after the commencement of such activities, Tenant's Share shall be reduced to            
[Office Lease: 37%; Warehouse Lease: 37%; Retail Lease: 1%] only with respect to CAM Charges for the repair and maintenance of the roadways in the Common Areas; provided
further, that if Landlord taps into the any of the Utility Facilities during the Lease Term, then from and after such tap, (a) Tenant's Share shall be appropriately reduced such that Landlord
and Tenant shall each bear their proportionate share of the cost to repair and maintain the applicable Utility Facilities, which proportionate shares shall be determined based upon Landlord's and
Tenant's relative consumption of each applicable utility service, and (b) Landlord shall pay the cost of all such utilities consumed by Landlord. [NOTE: IF PRIOR TO CLOSING (AS
DEFINED IN THE CERTAIN PURCHASE AND SALE AGREEMENT BY AND BETWEEN LANDLORD AND TENANT) TENANT ELECTS TO MAINTAIN THE COMMON AREAS, LANDLORD AND TENANT SHALL APPROPRIATELY REVISE THIS SECTION 4.08
PRIOR TO THE CLOSING].

ARTICLE
FIVE:USE OF PROPERTY.

Section 5.01.Permitted Uses.Tenant may use the Property only for the Permitted Uses set forth in Section 1.06 above.
Without limitation, Landlord covenants that Tenant at all times will have unobstructed and adequate means of ingress and egress to and from the Property to adjacent public streets, as reasonably
determined by Landlord and Tenant. If any action taken by Landlord interferes with Tenant's full use and enjoyment of the Property (including ingress, egress, utilities and services) and Tenant is
unable to make reasonable use of the Property for a period of five (5) days as a result of Landlords actions, Tenant will be entitled to an abatement of rent from the first day of the
interference until full use of the Property is returned to Tenant.

Section 5.02.Manner of Use.Tenant shall not cause or permit the Property to be used in any way which constitutes a violation of
any law, ordinance, or governmental regulation or order, which annoys or interferes with the rights of other tenants of Landlord, or which constitutes a nuisance or waste. Tenant shall obtain and pay
for all permits, required for Tenant's occupancy of the Property and shall promptly take all actions necessary to comply with all applicable statutes, ordinances, rules, regulations, orders and
requirements regulating the use by Tenant of the Property, including the Occupational Safety and Health Act.

Section 5.03.Hazardous Materials.



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Section 5.04.Signs and Auctions.Tenant shall not place any signs on the Property after the date of this Lease without Landlord's
prior written consent. Tenant shall not conduct or permit any auctions or sheriff's sales at the Property.

Section 5.05. Indemnity.Tenant shall indemnify Landlord against and hold Landlord harmless from any and all costs, claims or
liability arising after the Lease Commencement Date from: (a) Tenant's use of the Property; (b) the conduct of Tenant's business or anything else done or permitted by Tenant to be done
in or about the Property, including any contamination of the Property or any other property resulting from the presence or use of Hazardous Material caused or permitted by Tenant; (c) any
breach or default in the performance of Tenant's obligations under this Lease; (d) any misrepresentation or breach of warranty by Tenant under this Lease; or (e) other acts or omissions
of Tenant. Tenant shall defend Landlord against any such cost, claim or liability at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse
Landlord for any reasonable legal fees or costs incurred by Landlord in connection with any such claim. As a material part of the consideration to Landlord, Tenant assumes all risk of damage to
property or injury to persons in or about the Property arising from any cause, and Tenant hereby waives all claims in respect thereof against Landlord, except for any claim arising out of Landlord's
gross negligence or willful misconduct. As used in this Section, the term "Tenant" shall include Tenant's employees, agents, contractors and invitees, if applicable and the term "Landlord" shall
include Landlord's employees, agents, contractors and invitees, if applicable. Landlord shall indemnify Tenant against and hold Tenant harmless from any and all costs, claims or liability arising
after the Lease Commencement Date from Landlord's gross negligence, willful or intentional misconduct or any breach or default in the performance of Landlord's obligations under this Lease. Landlord
shall defend Tenant against any such cost, claim or liability at Landlord's expense with counsel chosen by Landlord.

Section 5.06.Landlord's Access.Without disrupting Tenant's quiet enjoyment of the Property, Landlord or its agents may enter the
Property at all reasonable times to show the Property to potential buyers, investors or tenants or other parties; to do any other act or to inspect and conduct tests in order to monitor Tenant's
compliance with all applicable environmental laws and all laws governing the presence and use of Hazardous Material; or for any other purpose Landlord reasonably deems necessary. Landlord shall give
Tenant prior notice of such entry, except in the case of an emergency. Landlord may place customary "For Sale" or "For Lease" signs on the Property.

Section 5.07.Quiet Possession.Landlord covenants and warrants that Landlord has the lawful right and authority to make this
lease. If Tenant pays the rent and complies with all other terms of this Lease, Tenant may occupy and enjoy the Property for the full Lease Term, subject to the provisions of this Lease. Landlord
warrants and will defend Tenant's quiet and peaceful enjoyment of the Property

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without
let or hindrance and that such peaceful possession shall not be disturbed and interfered with by Landlord or any person claiming by, through or under Landlord or by enforcement of any title
superior to that of Landlord.

ARTICLE
SIX:CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS

Section 6.01.Utilities.Tenant acknowledges that Landlord intends to develop the Project of which the Property being the subject
of this Lease is a part and that as a result of Landlord's intended development of the Project certain of the Utility Facilities may need to be relocated by Landlord. Landlord shall have the right to
relocate such Utility Facilities within the Project at Landlord's cost provided that such relocation shall not materially interfere with Tenant's use of the Property. To the extent that any of the
utilities need to be maintained, moved or relocated inside the Property during the Lease Term for Tenant's benefit, Tenant shall be responsible at its sole cost and expense to maintain, move and
relocate such utilities. Notwithstanding anything in this Lease to the contrary, in the event Landlord's development activities at the Project result in the need to repair or maintain the Utility
Facilities, the cost of such repair or maintenance shall be paid solely by Landlord.

Section 6.02Personal Property.



Existing Conditions.Tenant accepts the Property in its condition as of the execution of the Lease, subject to all recorded matters, laws,
ordinances, and governmental regulations and orders. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation as to the condition of the Property or the
suitability of the Property for Tenant's intended use. Tenant represents and warrants that Tenant has made its own inspection of and inquiry regarding the condition of the Property and is not relying
on any representations of Landlord or any Broker with respect thereto.

Section 6.03.Exemption of Landlord from Liability.Landlord shall not be liable for any damage or injury to the person, business
(or any loss of income therefrom), goods, wares, merchandise or other property of Tenant, Tenant's employees, invitees, customers or any other person in or about the Property, whether such damage or
injury is caused by or results from: (a) fire, steam, electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances,
plumbing, air conditioning or lighting fixtures or any other cause; (c) conditions arising in or about the Property or upon other portions of the Project, or from other sources or places; or
(d) any act or omission of any other tenant of the Project. Landlord shall not be liable for any such damage or injury even though the cause of or the means of repairing such damage or injury
are not accessible to Tenant. The provisions of this Section 6.03 shall not, however, exempt Landlord from liability for Landlord's gross negligence or willful misconduct.

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Section 6.04.Landlord's Obligations.Landlord shall have absolutely no responsibility to repair, maintain or replace any portion
of the Property at any time. Tenant waives the benefit of any present or future law which might give Tenant the right to repair the Property at Landlord's expense or to terminate the Lease due to the
condition of the Property.

Section 6.05.Tenant's Obligations.



Section 6.06.Alterations, Additions, and Improvements.



Section 6.07.Condition upon Termination.Upon the termination of the Lease, Tenant shall surrender the Property to Landlord, broom
clean and in the same condition as received except for ordinary wear and tear which Tenant was not otherwise obligated to remedy under any provision of this Lease. However, Tenant shall not be
obligated to repair any damage which Landlord is required to repair under Article Seven (Damage or Destruction). In addition, Landlord may require Tenant to remove any alterations, additions or
improvements (whether or not made with Landlord's consent)

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made
by Tenant during the Lease Term prior to the expiration of the Lease and to restore the Property to its prior condition, all at Tenant's expense. All alterations, additions and improvements which
Landlord has not required Tenant to remove shall become Landlord's property and shall be surrendered to Landlord upon the expiration or earlier termination of the Lease, except that Tenant may remove
any of Tenant's machinery or equipment which can be removed without material damage to the Property. Tenant shall repair, at Tenant's expense, any damage to the Property caused by the removal of any
such machinery or equipment unless Landlord advises Tenant in writing that Landlord intends to raze the building upon the expiration of the Lease Term. In no event, however, shall Tenant remove any of
the following materials or equipment (which shall be deemed Landlord's property) without Landlord's prior written consent; any power wiring or power panels; lighting or lighting fixtures; wall
coverings; drapes, blinds or other window coverings; carpets or other floor coverings; heaters, air conditioners or any other heating or air conditioning equipment; fencing or security gates; or other
similar building operating equipment and decorations.

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ARTICLE SEVEN: DAMAGE OR DESTRUCTION

Section 7.01.Partial Damage to Property.



Section 7.02.Substantial or Total Destruction.If the Property is substantially or totally destroyed by any cause whatsoever
(i.e., the damage to the Property is greater than partial damage as described in Section 7.01), and regardless of whether Tenant receives any insurance proceeds, this Lease shall terminate as
of the date the destruction occurred. Notwithstanding the preceding sentence, if the Property can be rebuilt within six (6) months after the date of destruction, Landlord may elect (but is not
required) to rebuild the Property, but only if the insurance proceeds are in sufficient amounts, in which case this Lease shall remain in full force and effect. Landlord shall notify Tenant of such
election within thirty (30) days after Tenant's notice of the occurrence of total or substantial destruction. Whether or not this Lease terminates or Landlord elects to rebuild, Tenant shall
pay to Landlord all available insurance proceeds.

Section 7.03.Temporary Reduction of Rent.If the Property is destroyed or damaged and Landlord or Tenant repairs or restores the
Property pursuant to the provisions of this Article Seven, any rent payable during the period of such damage, repair and/or restoration shall be reduced according to the degree, if any, to which
Tenant's use of the Property is impaired. However, the reduction shall not
exceed the sum of one year's payment of Base Rent, insurance premiums and real property taxes. Except for such possible reduction in Base Rent, insurance premiums and real property taxes, Tenant shall
not be entitled to any compensation, reduction, or reimbursement from Landlord as a result of any damage, destruction, repair, or restoration of or to the Property.

Section 7.04.Waiver.Tenant waives the protection of any statute, code or judicial decision which grants a tenant the right to
terminate a lease in the event of the substantial or total destruction of the leased property. Tenant agrees that the provisions of Section 7.02 above shall govern the rights and obligations of
Landlord and Tenant in the event of any substantial or total destruction to the Property.

ARTICLE EIGHT: CONDEMNATION

If all or any portion of the Property is taken under the power of eminent domain or sold under the threat of that power (all of which are called "Condemnation"),
this Lease shall terminate as to the part taken or sold on the date the condemning authority takes title or possession, whichever occurs first. If more than twenty percent (20%) of the floor area of
the building in which the Property is located, or which is located on the Property, is taken, either Landlord or Tenant may terminate this Lease as of the date the condemning authority takes title or
possession, by delivering written notice to

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the
other within ten (10) days after receipt of written notice of such taking (or in the absence of such notice, within ten (10) days after the condemning authority takes title or
possession). If neither Landlord nor Tenant terminates this Lease, this Lease shall remain in effect as to the portion of the Property not taken, except that the Base Rent and Additional Rent shall be
reduced in proportion to the reduction in the floor area of the Property. Any Condemnation award or payment shall be distributed in the following order: (a) first, to any ground lessor,
mortgagee or beneficiary under a deed of trust encumbering the Property, the amount of its interest in the Property; (b) second, to Tenant, only the amount of any award specifically designated
for loss of or damage to Tenant's trade fixtures or removable personal property; and (c) third, to Landlord, the remainder of such award, whether as compensation for reduction in the value of
the leasehold, the taking of the fee, or otherwise. If this Lease is not terminated, Landlord may elect (but is not required) to repair any damage to the Property caused by the Condemnation, provided
any available insurance proceeds are paid to Landlord by Tenant, except that Landlord shall not be obligated to repair any damage for which Tenant has been reimbursed by the condemning authority. If
the severance damages received by Landlord are not sufficient to pay for such repair, Landlord shall have the right to either terminate this Lease or make such repair at Landlord's expense.

ARTICLE NINE: ASSIGNMENT AND SUBLETTING

Section 9.01.Landlord's Consent Required.No portion of the Property or of Tenant's interest in this Lease
may be acquired by any other person or entity, whether by sale, assignment, mortgage, sublease,
transfer, operation of law, or act of Tenant, without Landlord's prior written consent, except as provided in Section 9.02 below. Landlord has the right to grant or withhold its consent as
provided in Section 9.05 below. Any attempted transfer without consent shall be void and shall constitute a non-curable breach of this Lease. If Tenant is a corporation, any change
in the ownership of a controlling interest of the voting stock of the corporation shall require Landlord's consent.

Section 9.02.Tenant Affiliate.Tenant may assign this Lease or sublease the Property, without Landlord's consent, to any
corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from the merger of or consolidation with Tenant ("Tenant's Affiliate"). In such
case, any Tenant's Affiliate shall assume in writing all of Tenant's obligations under this Lease.

Section 9.03. No Release of Tenant.No transfer permitted by this Article Nine, whether with or without Landlord's consent, shall
release Tenant or change Tenant's primary liability to pay the rent and to perform all other obligations of Tenant under this Lease. Landlord's acceptance of rent from any other person is not a waiver
of any provision of this Article Nine. Consent to one transfer is not consent to any subsequent transfer. If Tenant's transferee defaults under this Lease, Landlord may proceed directly against Tenant
without pursuing remedies against the transferee.

Section 9.04.Offer to Terminate.If Tenant desires to assign the Lease or sublease the Property, Tenant shall have the right to
offer, in writing, to terminate the Lease as of a date specified in the offer. If Landlord elects in writing to accept the offer to terminate within twenty (20) days after notice of the offer,
the Lease shall terminate as of the date specified and all the terms and provisions of the Lease governing termination shall apply. If Landlord does not so elect, the Lease shall continue in effect
until otherwise terminated and the provisions of Section 9.05 with respect to any proposed transfer shall continue to apply.

Section 9.05.Landlord's Consent.



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Section 9.06.No Merger.No merger shall result from Tenant's sublease of the Property under this Article Nine, Tenant's surrender
of this Lease or the termination of this Lease in any other manner. In any such event, Landlord may terminate any or all subtenancies or succeed to the interest of Tenant as sublandlord under any or
all subtenancies.

ARTICLE
TEN:DEFAULTS; REMEDIES

Section 10.01.Covenants and Conditions. Tenant's performance of each of Tenant's obligations under this Lease is a condition as
well as a covenant. Tenant's right to continue in possession of the Property is conditioned upon such performance. Time is of the essence in the performance of all covenants and conditions.

Section 10.02.Defaults. Tenant shall be in material default under this Lease:



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Section 10.03. Remedies. On the occurrence of any material default by Tenant, Landlord may, at any time thereafter, with notice and
demand but without limiting Landlord in the exercise of any right or remedy which Landlord may have:



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This
lease shall not terminate in the event of a material default by Tenant unless Landlord expressly terminates it.

Section 10.05. Damages.In the event of the termination of the lease, Landlord's damages for default shall include all costs and
fees, including reasonable attorneys' fees that Landlord incurs in connection with the filing, commencement, pursuing and/or defending of any action in any bankruptcy court or other court with respect
to the Lease; the obtaining of relief from any stay in bankruptcy restraining any action to evict Tenant; or the pursuing of any action with respect to Landlord's right to possession of the Property.
All such damages suffered (apart from Base Rent and other rent payable hereunder) shall constitute pecuniary damages which must be reimbursed to Landlord prior to assumption of the Lease by Tenant or
any successor to Tenant in any bankruptcy or other proceeding.

Section 10.06. Cumulative Remedies.Landlord's exercise of any right or remedy shall not prevent it from exercising any other right
or remedy.

ARTICLE
ELEVEN.PROTECTION OF LENDERS.

Section 11.01.Subordination.Landlord shall have the right to subordinate this Lease to any ground lease, deed of trust or
mortgage encumbering the Property, any advances made on the security thereof and any renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Tenant
shall cooperate with Landlord and any lender which is acquiring a security interest in the Property or the Lease. Tenant shall execute such further documents and assurances as such lender may require,
provided that Tenant's obligations under this Lease shall not be increased in any material way (the performance of ministerial acts shall not be deemed material), and Tenant shall not be deprived of
its rights under this Lease. Tenant's right to quiet possession of the Property during the Lease Term shall not be disturbed if Tenant pays the rent and performs all of Tenant's obligations under this
Lease and is not otherwise in default. If any ground lessor, beneficiary or mortgagee elects to have this Lease prior to the lien of its ground lease, deed of trust or mortgage and gives written
notice thereof to Tenant, this Lease shall be deemed prior to such ground lease, deed of trust or mortgage whether this Lease is dated prior or subsequent to the date of said ground lease, deed of
trust or mortgage or the date of recording thereof.

Section 11.02.Attornment.If Landlord's interest in the Property is acquired by any ground lessor, beneficiary under a deed of
trust, mortgagee, or purchaser at a foreclosure sale, Tenant shall attorn to the transferee or successor to Landlord's interest in the Property and recognize such transferee or successor as Landlord
under this Lease. Tenant waives the protection of any statute or rule of law which gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Property upon the
transfer of Landlord's interest.

47

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Section 11.03.Signing of Documents.Tenant shall sign and deliver any instrument or documents reasonably necessary or appropriate
to evidence any such attornment or subordination or agreement to do so within fifteen (15) days after written request.

Section 11.04. Estoppel Certificates.



Section 11.05.Tenant's Financial Condition.Within ten (10) days after written request from Landlord, Tenant shall deliver
to Landlord such financial statements as Landlord reasonably requires to verify the net worth of Tenant or any assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall deliver to any
lender designated by Landlord any financial statements required by such lender to facilitate the financing or refinancing of the Property. Tenant represents and warrants to Landlord that each such
financial statement is a true and accurate statement as of the date of such statement. All
financial statements shall be confidential and shall be used only for the purposes set forth in this Lease. All financial statements required of Tenant under this Section 11.05 shall be
consistent with what Tenant is otherwise required to provide to the Securities and Exchange Commission.

ARTICLE
TWELVE:LEGAL COSTS

Section 12.01.Legal Proceedings.If Tenant or Landlord shall be in breach or default under this Lease, such party (the "Defaulting
Party") shall reimburse the other party (the "Nondefaulting Party") upon demand for any costs or expenses that the Nondefaulting Party incurs in connection with any breach or default of the Defaulting
Party under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or
otherwise. Furthermore, if any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a
reasonable sum as attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs. Tenant shall also indemnify Landlord against and hold Landlord harmless from all
costs, expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant against any third party, or by any third party
against Tenant, or by or against any person holding any interest under or using the Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material
furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect
Landlord's interest under this

48

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Lease
in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense with
counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs Landlord incurs in any such claim or action.

Section 12.02.Landlord's Consent.Tenant shall pay Landlord's reasonable attorney's fees incurred in connection with Tenant's
request for Landlord's consent under Article Nine (Assignment and Subletting), or in connection with any other act which Tenant proposes to do and which requires Landlord's consent, not to exceed One
Thousand Five Hundred and 00/100 Dollars ($1,500.00).

ARTICLE
THIRTEEN:MISCELLANEOUS PROVISIONS

Section 13.01. Non-Discrimination.Tenant promises, and it is a condition to the continuance of this Lease, that there
will be no discrimination against, or segregation of, any person or group of persons on the basis of race, color, sex, creed, national origin or ancestry in the leasing, subleasing, transferring,
occupancy, of the Property or any portion thereof.

Section 13.02.Landlord's Liability; Certain Duties.



Section 13.03.Severability.A determination by a court of competent jurisdiction that any provision of this Lease or any part
thereof is illegal or unenforceable shall not cancel or invalidate the remainder of such provision or this Lease, which shall remain in full force and effect.

Section 13.04. Interpretation.The captions of the Articles or Sections of this Lease are to assist the parties in reading this
Lease and are not a part of the terms or provisions of this Lease. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular. The
masculine, feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant, the term "Tenant" shall include Tenant's agents, employees,
contractors, invitees, successors or others using the Property with Tenant's expressed or implied permission.

Section 13.05. Incorporation of Prior Agreements; Modifications.This Lease is the only agreement between the parties pertaining to
the lease of the Property and no other agreements are effective. All

49

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amendments
to this Lease shall be in writing and signed by all parties. Any other attempted amendment shall be void.

Section 13.06.Notices.All notices required or permitted under this Lease shall be in writing and shall be personally delivered or
sent by certified mail, return receipt requested, postage prepaid, facsimile or by express overnight carrier, express cost prepaid. Notices to Tenant shall be delivered to the address specified in
Section 1.03 above, except that upon Tenant's taking possession of the Property, the Property shall be Tenant's address for notice purposes. Notices to Landlord shall be delivered to the
address specified in Section 1.02 above. All notices shall be effective upon delivery. Either party may change its notice address upon written notice to the other party.

Section 13.07.Waivers.All waivers must be in writing and signed by the waiving party. Landlord's failure to enforce any provision
of this Lease or its acceptance of rent shall not be a waiver and shall not prevent Landlord from enforcing that provision or any other provision of this Lease in the future. No statement on a payment
check from Tenant or in a letter accompanying a payment check shall be binding on Landlord. Landlord may, with or without notice to Tenant, negotiate such check without being bound to the conditions
of such statement.

Section 13.08.No Recordation.Tenant shall not record this Lease without prior written consent from Landlord. However, either
Landlord or Tenant may require that a "Short Form" memorandum of this Lease executed by both parties be recorded. The party requiring such recording shall pay all transfer taxes and recording fees.

Section 13.09. Binding Effect; Choice of Law.This Lease binds any party who legally acquires any rights or interest in this Lease
from Landlord or Tenant. However, Landlord shall have no obligation to Tenant's successor unless the rights or interests of Tenant's successor are acquired in accordance with the terms of this Lease.
The laws of the state in which the Property is located shall govern this Lease.

Section 13.10.Corporate Authority; Partnership Authority; Limited Liability Company Authority.If Tenant is a corporation, each
person signing this Lease on behalf of Tenant represents and warrants that he has full authority to do so and that this Lease binds the corporation.

Section 13.11. Joint and Several Liability.All parties signing this Lease as Tenant shall be jointly and severally liable for all
obligations of Tenant.

Section 13.12.Force Majeure.If Landlord and Tenant (except for Tenant's monetary obligations under this Lease which shall not be
subject to force majeure) cannot perform any of their obligations due to events beyond their control, the time provided for performing such obligations shall be extended by a period of time equal to
the duration of such events. Events beyond Landlord's and Tenant's control include, but are not limited to, acts of God, war, civil commotion, labor disputes, strikes, fire, flood or other casualty,
shortages of labor or material, government regulation or restriction and weather conditions.

Section 13.13.Execution of Lease.This Lease may be executed in counterparts and, when all counterpart documents are executed, the
counterparts shall constitute a single binding instrument. Landlord's delivery of this Lease to Tenant shall not be deemed to be an offer to lease and shall not be binding upon either party until
executed and delivered by both parties.

Section 13.14. Approvals.Whenever by this Lease consent or approval is required the party of whom the request is made shall
promptly respond to the request and consent or approval shall in no case be unreasonably withheld.

ARTICLE
FOURTEEN:COMPLIANCE

The
parties hereto agree to comply with all applicable federal, state and local laws, regulations, codes, ordinances and administrative orders having jurisdiction over the parties,
property or the subject

50

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matter
of this Agreement, including, but not limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment in Real Property Tax Act, the Comprehensive Environmental Response
Compensation and Liability Act, and The Americans With Disabilities Act.

ARTICLE
FIFTEEN:CONTINGENCY; OTHER LEASES

Concurrent
with the execution of this Lease, Landlord and Tenant are executing the Other Leases as defined in Section 10.02(e). This Lease shall be contingent upon the execution
by Landlord and Tenant of the Other Leases. If the Other Leases, for any reason whatsoever, are not executed by Landlord and Tenant concurrent with the execution of this Lease, Landlord may elect to
terminate this Lease in which event this Lease shall be null and void and neither party shall have any further rights and remedies hereunder or under the Other Leases.

ADDITIONAL
PROVISIONS MAY BE SET FORTH IN A RIDER OR RIDERS ATTACHED HERETO OR IN THE BLANK SPACE BELOW. IF NO ADDITIONAL PROVISIONS ARE INSERTED, PLEASE DRAW A LINE THROUGH THE SPACE BELOW.

Landlord
and Tenant have signed this Lease at the place and on the dates specified adjacent to their signatures below and have initialed all Riders which are attached to or incorporated
by reference in this Lease.

|                                               | "LANDLORD"
|---------------------------------------------- | ----------
|Signed on _______, 2004
at ___________________ | By:       

| | Its: |  | 
| | ---- |  | 
| |      |  | 

|                                               | "TENANT"                                     
|---------------------------------------------- | ---------------------------------------------
|Signed on _______, 2004
at ___________________ | SAMSONITE CORPORATION,
a Delaware corporation
|                                               | By:                                          

| | Its: |  | 
| | ---- |  | 
| |      |  | 

51

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Exhibit "A"  Legal Description

52

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Exhibit "B"    Site Plan

[NOTE: INDIVIDUAL SITE PLANS WILL BE CREATED FOR EACH LEASE]

53

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EXHIBIT D    Retained Parcel

54

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[SITE
PLAN]

55

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EXHIBIT E    Due Diligence Materials

56

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DUE DILIGENCE CHECKLISTPANATTONI PURCHASE  (1/19/2005 1:06 PM)

|Description                                                                                                                                   |                                                                                                                                                                                         | Party Responsible |                                                                                          | Status           
|--------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | ---------------------------------------------------------------------------------------- | -----------------
|A current ALTA owner's extended coverage title commitment with legible copies of all underlying exceptions to title, to be paid by SAMSONITE; |                                                                                                                                                                                         | Legal             |                                                                                          | Delivered 9/14/04
|                                                                                                                                             
|a)                                                                                                                                            | All applicable licenses, permits, zoning, development and governmental approvals, and other entitlements relating to the Property:                                                      |                   | Legalto confirm with Steve Thompson                                                     |                  
|                                                                                                                                              | i)                                                                                                                                                                                      |                   | Stormwater Discharge permit                                                              |                  
|                                                                                                                                              | ii)                                                                                                                                                                                     |                   | Alarm User permit                                                                        |                  
|                                                                                                                                              | iii)                                                                                                                                                                                    |                   | Letter stating that we are exempt from requiring an Air-Pollutant Emissions Permit       |                  
|                                                                                                                                              | iv)                                                                                                                                                                                     |                   | Cryogen Storage and Handling permit                                                      |                  
|                                                                                                                                              | v)                                                                                                                                                                                      |                   | Flammable/Combustible Liquids Storage and Usage permit                                   |                  
|                                                                                                                                              | vi)                                                                                                                                                                                     |                   | Battery System permit                                                                    |                  
|                                                                                                                                              | vii)                                                                                                                                                                                    |                   | Hot Work Operationsincluding Welding and Cutting permit                                 |                  
|                                                                                                                                              | viii)                                                                                                                                                                                   |                   | Elevator inspection certificates for Assembly and Corporate                              |                  
|                                                                                                                                              | ix)                                                                                                                                                                                     |                   | Boiler and Hot Water Heater permits for Assembly, Corporate, Main warehouse and Hardware |                  
|                                                                                                                                              | x)                                                                                                                                                                                      |                   | CFC Registration permit for Chiller at Corporate                                         |                  
|                                                                                                                                             
|c)                                                                                                                                            | Any and all plans, specifications, drawings, as-builts, surveys and alike depicting structures, including without limitation buildings, utilities, on site and off site infrastructure; |                   | Steve Thompson                                                                           |                  
|                                                                                                                                              | Overall drawings for the campus and each of the buildings including the Assembly Plant, Company Store, Warehouse, Hardware Plant, Power Plant and Corporate Building                    |                   |                                                                                          |                  
|                                                                                                                                              | Copy of Martin & Martin Drawing showing overlay of Panattoni building footprints for campus utilities dated December 22, 2004.                                                          |                   |                                                                                          |                  
|                                                                                                                                             
|d)                                                                                                                                            | All of Samsonite's environmental, soils, traffic and other pre-development reports:                                                                                                     |                   | Legal                                                                                    |                  
|                                                                                                                                              |                                                                                                                                                                                         |                   |                                                                                          |                  

57

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| | i)    |  | Phase I dated March 2003                                                                                                                                                                                           |  |  |  | Delivered 6/04    
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  |  | ------------------
| | ii)   |  | Phase II dated May 6, 2003                                                                                                                                                                                         |  |  |  | Delivered 6/04    
| | iii)  |  | Final Phase I and II dated June 7, 2004                                                                                                                                                                            |  |  |  | Delivered 6/04    
| | iv)   |  | Proposal to provide additional subsurface investigation activities prepared by Earth Tech, Inc. dated May 3, 2004                                                                                                  |  |  |  | Delivered 6/04    
| | v)    |  | Proposal to remove underground storage tanks prepared by Rule Engineering, LLC, dated May 10, 2004                                                                                                                 |  |  |  | Delivered 6/04    
| | vi)   |  | Status report on underground water contamination prepared by Cory Benson, dated June 7, 2004                                                                                                                       |  |  |  | Delivered 6/04    
| | vii)  |  | Lead based paint inspection report from HWS Consulting Group, Inc. dated April 2, 2002                                                                                                                             |  |  |  | Delivered 6/04    
| | viii) |  | Wall Surface Material reports from HWS Consulting Group, Inc. dated January 20, 2003 and February 10, 2003                                                                                                         |  |  |  | Delivered 6/04    
| | ix)   |  | Campus Buildings Estimated Removal Costs prepared by Cory Benson                                                                                                                                                   |  |  |  | Delivered 6/04    
| | x)    |  | Asbestos Containing Materials report for Luggage Plant prepared by HWS Consulting Group, Inc. dated 12/31/01                                                                                                       |  |  |  | Delivered 10/6/04 
| | xi)   |  | Asbestos Containing Materials report for Corporate Building prepared by HWS Consulting Group, Inc. dated 3/13/03                                                                                                   |  |  |  | Delivered 10/6/04 
| | xii)  |  | Asbestos Containing Materials report for Hardware Building prepared by HWS Consulting Group, Inc. dated 3/24/03                                                                                                    |  |  |  | Delivered 10/6/04 
| | xiii) |  | No Further Action Letter dated 9/29/04 from the Division of Oil and Public Safety                                                                                                                                  |  |  |  | Delivered 10/6/04 
| | xiv)  |  | Air Pollution Compliance Inspection from City and County of Denver dated 9/24/04                                                                                                                                   |  |  |  | Delivered 10/8/04 
| | xv)   |  | Power Plant and Hardware Building Interior Wall Finish prepared by HWS Consulting Group, Inc. dated February 5, 2003                                                                                               |  |  |  | Delivered 10/2/704
| | xvi)  |  | Response Action Close-Out Report for Asbestos Abatement at Assembly building prepared by HWS Consulting Group Inc. dated November 12, 2002                                                                         |  |  |  | Delivered 10/27/04
| | xvii) |  | Response Action Close-Out Report for Asbestos Abatement of Thermal System Insulation from the Mechanical Room and the Rail End at Assembly building prepared by HWS Consulting Group Inc. dated September 11, 2002 |  |  |  | Delivered 10/27/04
| |       |  |                                                                                                                                                                                                                    |  |  |  |                   

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| | xviii)  |  | Response Action Close-Out Report for Asbestos Abatement of Pipe Fittings prepared by HWS Consulting Group Inc. dated November 8, 2002  |  |  |  | Delivered 10/27/04
| | ------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | ------------------
| | xix)    |  | Inspection report 73-63/8042 for Corporate Headquarters dated February 19, 2003, prepared by HWS Consulting Group Inc.                 |  |  |  | Delivered 10/29/04
| | xx)     |  | Inspection Report for Asbestos Containing Material at the Luggage Plant dated December 31, 2001, prepared by HWS Consulting Group Inc. |  |  |  | Delivered 10/29/04
| | xxi)    |  | Response Action Close-out Report at the Hardware Building dated September 11, 2002, prepared by HWS Consulting Group Inc.              |  |  |  | Delivered 10/29/04
| | xxii)   |  | Wall Surfacing Material at Samsonite Corporation report dated February 10, 2003, prepared by HWS Consulting Group Inc.                 |  |  |  | Delivered 10/29/04
| | xxiii)  |  | Asbestos Inspection Report at the Power Plant and Hardware Building dated February 5, 2003, prepared by HWS Consulting Group Inc.      |  |  |  | Delivered 10/29/04
| | xxiv)   |  | Report on the Inspection for Asbestos Containing Material for Samsonite Warehouse prepared by HWS dated January 6, 2005.               |  |  |  | Delivered 10/29/04
| | xxv)    |  | Report on the Inspection for Asbestos Containing Material for Samsonite Retail prepared by HWS dated January 6, 2005.                  |  |  |  | Delivered 1/05    
| | xxvi)   |  | Bid to Remove Asbestos from Colorado Environmental Services, Ltd dated January 3, 2005.                                                |  |  |  | Delivered 1/05    
| | xxvii)  |  | Bid to Remove Asbestos from Hudspeth & Associates dated December 20, 2004.                                                             |  |  |  | Delivered 1/05    
| | xxviii) |  | Environmental Abatement Costs Summary dated January 6, 2005                                                                            |  |  |  |                   
| | xxix)   |  | Bid Items from Talon Environmental, Inc. dated January 3, 2005                                                                         |  |  |  | Delivered 1/05    
| | xxx)    |  | Bid Items from Colorado Environmental Services, Ltd. dated January 12, 2005                                                            |  |  |  | Delivered 1/05    
| | xxxi)   |  | Bid Items from Hudspeth and Associates dated January 3, 2005                                                                           |  |  |  | Delivered 1/05    
| | xxxii)  |  | List and locations of Fire and domestic Water Line Depths                                                                              |  |  |  | Delivered 1/05    
| | xxxiii) |  | Environmental Abatement Scope dated January 18, 2005                                                                                   |  |  |  | Delivered 1/05    
| | xxxiv)  |  | Quote from Bulbs.com dated December 22, 2004                                                                                           |  |  |  | Delivered 1/05    
| |         |  |                                                                                                                                        |  |  |  |                   

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|   | xxxv)                                                                           |  | Quote from Hudspeth & Associates concerning transit pipe dated December 20, 2004                         |  |                |  | Delivered 1/05    
|-- | ------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | -------------- |  | ------------------
|   | xxxvi)                                                                          |  | Roof evaluation from Cybercon Engineering, Inc. dated January 4, 2005.                                   |  |                |  | Delivered 1/05    
|   | xxxvii)                                                                         |  | Environmental Abatement Costs Revised dated January 21, 2005                                             |  |                |  | Delivered 1/05    
|   | xxxviii)                                                                        |  | Phase I (volumes I and II) of environmental assessment prepared by Earth Tech, Inc. dated February 1999. |  |                |  | Delivered 1/27/05 
|   | xxxix)                                                                          |  | HWS Technologies report dated January 20, 1989                                                           |  |                |  | Delivered 1/27/05 
|   | xl)                                                                             |  | James P. Walsh & Associates, Inc. reports dated September 25, 1989 and December 15, 1989.                |  |                |  | Delivered 1/27/05 
|  
|e) | The most recently available property tax bills and assessments of the Property; |  | Barb McEwen if update is needed                                                                          |  | Delivered 6/04
|   | i)                                                                              |  | Tax Certifications from Land Title                                                                       |  |                |  | Delivered 11/17/04
|  
|f) | Any CC&Rs and design guidelines;                                                |  | Legal                                                                                                    |  | Delivered 6/04
|  

|g) | A schedule of all current or pending litigation with respect to the Property or any part thereof, if any, together with a brief description of each such proceeding                                                                                                                              |     | Kate Martinez |                                                                                                  | 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --- | ------------- | ------------------------------------------------------------------------------------------------ | 
|   |                                                                                                                                                                                                                                                                                                  | i)  |               | A copy of Booth v. Samsonite Corporation and a copy of the letter of Dismissal Without Prejudice | 
|   |                                                                                                                                                                                                                                                                                                  | ii) |               | No other current pending litigation against the Property;                                        | 
|  
|h) | Any other relevant documentation, such as tax abatement agreements, written communications from public entities and agencies, easement agreements, railroad agreements, drainage agreements, special improvement or metropolitan district agreements,
ground leases and the like, if applicable; |     |               |                                                                                                  | 
|   |                                                                                                                                                                                                                                                                                                  | i)  |               | Railroad Track Agreement with Union Pacific                                                      | 
|   |                                                                                                                                                                                                                                                                                                  | ii) |               | Unexecuted Water Service Agreement for Samsonite Corporation Campus                              | 
|   |                                                                                                                                                                                                                                                                                                  |     |               |                                                                                                  | 

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|i) | A list of any written material agreements affecting the Property to which SAMSONITE is a party or of which SAMSONITE has knowledge and all other material information of any kind whatsoever in the possession of SAMSONITE and pertaining to the
ownership and operation of the Property;                                                                                                                                   |      | Legal     |                                                                                              | None that cannot be cancelled within 30 days or that last more than a year or of a material dollar amount
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | --------- | -------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------
|  
|j) | Panattoni will have the right, but not the obligation, to perform Phase I and Phase II environmental studies;                                                                                                                                                                                                                                                                                                                |      | Panattoni |                                                                                              |                                                                                                          
|  
|k) | SAMSONITE will provide to Panattoni an ALTA/ACSM Urban Survey of the Property prepared by a professional duly licensed land surveyor, which survey will be certified to a date not more than sixty (60) days prior to closing and reflecting all physical
conditions affecting the Property sufficient for deletion of the survey exceptions from the required title insurance policy and otherwise acceptable to Panattoni; |      | Legal     |                                                                                              | Ordered 10/27/04
Reordered 1/19/05 showing remediation parcel                                            
|  
|l) | Any other information, written or otherwise, that may be pertinent to the condition or use of the Property:                                                                                                                                                                                                                                                                                                                  |      | Legal     |                                                                                              |                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              | (i)  |           | Roof Evaluation of Assembly Plant prepared by CyberCon Engineering dated November 6, 2003    |                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              | (ii) |           | Roof Evaluation of Hardware Building prepared by CyberCon Engineering dated November 6, 2003 |                                                                                                          

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EXHIBIT F    Seller's Transmittal Letter of Due Diligence  Materials Bearing Evidence of Receipt by Purchaser

INTENTIONALLY OMITTED

62

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EXHIBIT G    Form of Special Warranty Deed

SPECIAL WARRANTY DEED

THIS DEED, madethis        day                  of 2005, betweenSamsonite
Corporation, a Delaware Corporation, of the City and County of Denver and State of Colorado, grantor
and                             whose legal address is 9785 Maroon Circle,
Suite G-104, Englewood, Colorado 80112 of the County of Arapahoe and State of Colorado, grantee:

WITNESS, thatthe grantor, for and in consideration of the sum of

DOLLARS,

the
receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain. sell, convey and confirm unto the grantee, its
assigns forever, all the real property, together with improvements, if any, situated, lying and being in the City and County of Denver and State of Colorado, described on Exhibit Aattached hereto
and incorporated herein by reference.

TOGETHERwith all and singular the hereditarnents and appurtenances thereunto belonging, or in anywise appertaining, the reversion and
reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the grantor, either in law or equity, of, in and to
the above bargained premises, with the hereditaments and appurtenances;

TO HAVE AND TO HOLDthe said premises above bargained and described, with the appurtenances, unto the grantee, and its assigns forever.
The grantor for itself, its successors and assigns, does covenant and agree that it shall and willWARRANT AND FOREVER DEFENDthe above bargained
premises in the quiet and peaceable possession of the grantee, its assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under the grantor,

IN WITNESS WHEREOF,the grantor has executed this deed on the date set forth above,

Samsonite Corporation

|By: |  |  |  | 
|--- |  |  |  | 
|    |  |  |  | 

|Title: |  |  |  | 
|------ |  |  |  | 
|       |  |  |  | 

|STATE OF COLORADO         |  | ) |  |     |  | 
|------------------------- |  | - |  | --- |  | 
|                          |  | ) |  | ss. |  | 
|City and County of Denver |  | ) |  |     |  | 

The
foregoing instrument was acknowledged before me this            day of            , 2005

|by
    ____________________________. |  |                                   
|------------------------------------ |  | ----------------------------------
|                                     |  | Witness my haul and official seal.
|                                     |  | Notary Public                     
|                                     |  | My commission expires:            

63

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[This
legal description will be revised for closing to reflect the retained parcel.]

LEGAL DESCRIPTION

LOT
1. BLOCK 1, MONTBELLO NO. 1 CITY AND COUNTY OF DENVER, STATE OF COLORADO, ALSO DESCRIBED AS:

PARCEL
1:

A
PORTION OF LOT 1, BLOCK 1, MONTBELLO NO. 1 IN THE CITY AND COUNTY OF DENVER, STATE OF COLORADO, DESCRIBED AS FOLLOWS:

COMMENCING
AT THE NORTHEAST CORNER OF SAID LOT 1;
THENCE SOUTH 00 DECREES 00 MINUTES 00 SECONDS EAST ALONG THE EAST LINE OF SAID LOT 1, (WITH ALL BEARINGS HEREIN RELATIVE THERETO) A DISTANCE OF 1883.07 FEET TO THE NORTHEAST CORNER OF PARCEL 1, SAID
POINT BEING THE TRUE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 815.16 FEET TO THE SOUTHEAST CORNER OF SAID LOT 1;
THENCE SOUTH 83 DEGREES 20 MINUTES 07 SECONDS WEST ALONG THE SOUTHERLY LINE OF SAID LOT 1 A DISTANCE OF 84.61 FEET;
THENCE NORTH 83 DEGREES 29 MINUTES 00 SECONDS WEST ALONG SAID SOUTHERLY LINE A DISTANCE OF 781.63 FEET;
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 703.91 FEET;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 711.15 FEET;
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 25.00 FEET;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 150.00 FEET TO THE POINT OF BEGINNING.

PARCEL
2:

A
PORTION OF LOT 1, BLOCK 1, MONTBELLO NO. 1, IN THE CITY AND COUNTY OF DENVER, STATE OF COLORADO, DESCRIBED AS FOLLOWS:

BEGINNING
AT THE NORTHEAST CORNER OF SAID LOT 1:
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST ALONG THE EAST LINE OF SAID LOT 1, (WITH ALL BEARINGS HEREIN RELATIVE THERETO) A DISTANCE OF 1883.07 FEET;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 150.00 FEET;
THENCE SOUTH 00 DECREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 25.00 FEET;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 711.15 FEET;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 703.91 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID LOT 1;
THENCE NORTH 83 DEGREES 29 MINUTES 00 SECONDS WEST ALONG SAID SOUTHERLY LINE A DISTANCE OF 203.31 FEET;
THENCE NORTH 00 DECREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 1317.74 FEET;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 91.50 FEET TO A POINT OF CURVATURE;

64

---



LEGAL DESCRIPTION

THENCE
ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 72.50 FEET, TROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS. AN ARC DISTANCE OF 113.88 FEET;
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 916.16 FEET;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 228.55 FEET;
THENCE NORTH 38 DEGREES 42 MINUTES 29 SECONDS EAST A DISTANCE OF 78.12 FEET;
THENCE NORTH 25 DEGREES 01 MINUTES 31 SECONDS EAST A DISTANCE OF 130.19 FEET;
THENCE NORTH 00 DEGREES 00 MINUTES 51 SECONDS EAST A DISTANCE OF 103.57 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 1;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID NORTH LINE A DISTANCE OF 566.64 FEET TO THE POINT OF BEGINNING.

PARCEL
3:

A
PORTION OF LOT 1, BLOCK 1. MONTBELLO NO. 1, IN THE CITY AND COUNTY OF DENVER, STATE OF COLORADO, DESCRIBED AS FOLLOWS:

COMMENCING
AT THE NORTHEAST CORNER OF SAID LOT 1;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST ALONG THE NORTH LINE OF SAID LOT 1. (WITH ALL BEARINGS HEREIN RELATIVE THERETO) A DISTANCE OF 566.64 FEET TO THE NORTHEAST CORNER OF
PARCEL 3, SAID POINT BEING THE TRUE POINT OF BEGINNING;
THENCE SOUTH 00 DEGREES 00 MINUTES 51 SECONDS WEST A DISTANCE OF 103.57 FEET;
THENCE SOUTH 25 DEGREES 01 MINUTES 31 SECONDS WEST A DISTANCE OF 130.19 FEET;
THENCE SOUTH 38 DEGREES 42 MINUTES 29 SECONDS WEST A DISTANCE OF 78.12 FEET;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 228.55 FEET;
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 282.50 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 1;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID NORTH LINE A DISTANCE OF 332.50 FEET TO THE POINT OF BEGINNING.

PARCEL
4:

A
PORTION OF LOT 1, BLOCK 1 MONTBELLO NO. 1, IN THE CITY AND COUNTY OF DENVER, STATE OF COLORADO, DESCRIBED AS FOLLOWS:

COMMENCING
AT THE NORTHEAST CORNER OF SAID LOT 1;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST ALONG THE NORTH LINE OF SAID LOT 1, (WITH ALL BEARINGS HEREIN RELATIVE THERETO) A DISTANCE OF 899.14 FEET TO THE NORTHEAST CORNER OF PARCEL 4.
SAID POINT BEING THE TRUE POINT OF BEGINNING;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 1198.66 FEET TO A POINT OF CURVE;

65

---



LEGAL DESCRIPTION

THENCE
ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 72.50 FEET, THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, AN ARC DISTANCE OF 113.88 FEET;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 694.20 FEET TO A POINT ON THE WEST LINE OF SAID LOT 1;
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST ALONG SAID WEST LINE A DISTANCE OF 1271.16 FEET TO THE NORTHWEST CORNER OF SAID LOT 1;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST ALONG THE NORTH LINE OF SAID LOT 1 A DISTANCE OF 766.70 FEET TO THE POINT OF BEGINNING.

PARCEL
5:

A
PORTION OF LOT 1, BLOCK 1, MONTBELLO NO. 1, IN THE CITY AND COUNTY OF DENVER STATE OF COLORADO, DESCRIBED AS FOLLOWS:

COMMENCING
AT THE NORTHEAST CORNER OF SAID LOT 1;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST ALONG THE NORTH LINE OF SAID LOT 1, (WITH ALL BEARINGS HEREIN RELATIVE THERETO) A DISTANCE OF 899.14 FEET;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 1198.66 FEET TO A POINT OF CURVE;
THENCE ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 72.50 FEET. THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, AN ARC DISTANCE OF 113.88 FEET;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 91.50 FEET TO THE NORTHEAST CORNER OF PARCEL 5, SAID POINT BEING THE TRUE POINT OF BEGINNING;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 443.50 FEET;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 575.70 FEET:
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 443.50 FEET;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 575.70 FEET TO THE POINT OF BEGINNING.

PARCEL
6:

A
PORTION OF LOT 1, BLOCK 1, MONTBELLO NO. 1, IN THE CITY AND COUNTY OF DENVER, STATE OF COLORADO, DESCRIBED AS FOLLOWS;

COMMENCING
AT THE NORTHEAST CORNER OF SAID LOT 1;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST ALONG THE NORTH LINE OF SAID LOT 1 (WITH ALL BEARINGS HEREIN RELATIVE THERETO) A DISTANCE OF 899.14 FEET;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 1198.66 FEET TO A POINT OF CURVE;
THENCE ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 72.50 FEET, THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, AN ARC DISTANCE OF 113.88 FEET;
THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST A DISTANCE OF 91.50 FEET;

66

---



LEGAL DESCRIPTION

THENCE
SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST OF A DISTANCE OF 443.50 FEET TO THE NORTHEAST CORNER OF PARCEL 6, SAID POINT BEING THE TRUE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 874.24 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID LOT 1;
THENCE NORTH 83 DEGREES 29 MINUTES 00 SECONDS WEST ALONG SAID SOUTHERLY LINE A DISTANCE OF 606.62 FEET TO THE SOUTHWEST CORNER OF SAID LOT 1;
THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST ALONG THE WEST LINE OF SAID LOT 1, A DISTANCE OF 1248.89 FEET;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 27.00 FEET;
THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 443.50 FEET;
THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST A DISTANCE OF 575.70 FEET TO THE POINT OF BEGINNING.

Together
with all rights and benefits granted under that certain Declaration of Restrictions and Easements Affecting the Premises dated July 28, 2003 and recorded July 30, 2003 in the
Clerk and Recorder's Office for the City and County of Denver at Reception No 2003155337.

67

---





EXHIBIT H        FIRPTA

68

---



FIRPTA

Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a United States real property interest must withhold tax if
the transferor is a foreign person. To inform the Transferee (hereinafter defined) that withholding of tax is not required upon the disposition of a United States real property interest by SAMSONITE CORPORATION, a Delaware corporation (the "Transferor") toPANATTONI DEVELOPMENT COMPANY, LLC,
a California limited liability company (the "Transferee"), the undersigned, being first duly sworn upon oath, does hereby depose and say, and does hereby certify the following on behalf of the
Transferor:



The
Transferor understands that this affidavit and certification my be disclosed to the United States Internal Revenue Service by the Transferee and that any false statement contained
herein could be punished by fine, imprisonment, or both.

This
affidavit and certificate may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same
instrument.

Under
penalties of perjury, the undersigned declares that she has examined this affidavit and certificate, and to the best of the undersigned's knowledge and belief, it is true, correct
and complete. The undersigned further declares that he/she has authority to sign this affidavit and certificate on behalf of the Transferor.

69

---



SIGNATURE PAGE

This affidavit and certificate is executed and delivered as of the            day
of            , 2005.

Transferor:

SAMSONITE CORPORATION,
a Delaware corporation

|By:                                                                       |  | Richard H. Wiley
Chief Financial Officer |  |  | 
|------------------------------------------------------------------------- |  | ---------------------------------------- |  |  | 
|                                                                          |  |                                          |  |  | 
|Transferee:                                                              
|PANATTONI DEVELOPMENT COMPANY, LLC
a California limited liability company
|By:                                                                       |  | David Hagan, Partner                     |  |  | 

70

---



EXHIBIT I        Option to Purchase Real Estate

71

---



OPTION TO PURCHASE REAL ESTATE

This agreement ("Option") is made the    day of            , 2005 ("Execution Date"), by and betweenPANATTONI DEVELOPMENT
COMPANY, LLC,a California limited liability company ("Optionee"), andSAMSONITE CORPORATION, a Delaware corporation
("Optionor").

RECITALS

WHEREAS, Optionor is the owner of the property described in the attached Exhibit "A" and the Agreement for Purchase and Sale of Real Estate ("Agreement"), dated
January 14, 2005, between Optionor and Optionee.

WHEREAS,
Optionor desires to grant to Optionee the right to purchase the Retained Parcel (as such parcel is described in the Agreement) for the amount of Ten Dollars ($10.00), on the
terms and conditions described in Section 12.2 of the Agreement as of the Initial Closing Date, as defined in the Agreement.

NOW THEREFORE,for valuable consideration, the mutual covenants and promises of the Optionee and Optionor contained herein and in the
Agreement and the receipt of other good and valuable consideration, the receipt of which is hereby acknowledged, Optionor and Optionee hereby agree that the Option may be exercised and shall be
controlled by the following provisions:

1.     Option Term.This Option may be exercised at any time commencing on the date of the Initial Closing, as defined in the
Agreement, until ninety (90) days after Optionee obtains the No Further Action Letter as provided in Article 5.3 of the Agreement ("Option Term").

2.     Method of Exercise.This Option shall be exercised within the Option Term by delivery of a written notice of exercise
("Option Notice") by Optionee to Optionor at the address and in accordance with the notice provisions of the Agreement.

3.     Purchase Price.Optionee shall pay Optionor the purchase price of Ten Dollars ($10.00) ("Purchase Price"). Escrow shall
close as provided for in the Agreement.

4.     Assignability of the Option.This Option is assignable by Optionee to an Affiliate or a successor in interest in
accordance with a tax deferred exchange under Section 1031 of the Internal Revenue Code, 1986, as amended, provided the assignee assumes all obligations under this Option. "Affiliate" shall
mean any individual, corporation, limited liability company, association, partnership, trust or other legal entity that, directly or indirectly, controls or is controlled by or is under common control
with Optionee.

5.     Recording.Optionor or Optionee shall have the right to record a short form of this Option setting forth the legal
description of the Retained Parcel, the identity of the parties, the term of the Option and a general reference to the Agreement of Purchase and Sale, in the form attached hereto as Exhibit "B". No
other information, unless required by law, shall be included in the recorded document. Seller and Buyer agree to cooperate in the execution and recording thereof.

[Remainder of Page Intentionally Left Blank]

72

---



SIGNATURE PAGE

The parties have executed this Option as of the date first written above.

OPTIONEE:

PANATTONI DEVELOPMENT COMPANY, LLC,
a California limited liability company

|By:                                           |  | David Hagan, Partner                      |  |  | 
|--------------------------------------------- |  | ----------------------------------------- |  |  | 
|                                              |  |                                           |  |  | 
|OPTIONOR:                                    
|SAMSONITE CORPORATION,
a Delaware corporation
|By:                                           |  | Richard H. Wiley, Chief Financial Officer |  |  | 

73

---



EXHIBIT "A"  to Option To Purchase Real Estate

Legal Description of Retained Parcel

74

---



EXHIBIT "B"  to Option To Purchase Real Estate

Memorandum of Option to Purchase Real Estate

75

---



RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Peter
von Elten
Panattoni Law Firm
8413 Jackson Road, Suite C
Sacramento, CA 95826

---

(Space Above For Recorder's Use)

MEMORANDUM OF OPTION TO PURCHASE REAL ESTATE

THIS MEMORANDUM OF OPTION TO PURCHASE REAL ESTATE ("Memorandum") is made and entered into as
of              ,
2005 by and between PANATTONI DEVELOPMENT COMPANY, LLC, a California limited liability company, as "Optionee" and SAMSONITE CORPORATION, a Delaware
corporation, as "Optionor".

R E C I T A L S

A.    Optionor
is the owner of the real property located in Denver, Colorado, consisting of approximately eleven (11) acres of land (the
"Property"), more particularly described onExhibit "A"attached hereto.

B.    Optionor
and Optionee have entered into that certain Agreement for Purchase and Sale of Real Estate dated January 14, 2005, and Option to Purchase Real Estate
dated              , 2005, pursuant to which Optionor i granted to Optionee the exclusive right to purchase the Property, all as more particularly described in the Agreement for
Purchase and Sale of
Real Estate.

C.    Seller
and Purchaser desire to record this Memorandum to provide constructive notice of the Option to Purchase Real Estate and rights granted thereunder.

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Optionor and Optionee hereby agree as follows:

1.Incorporation of Option to Purchase Real Estate by Reference. Upon, and subject to, the terms and conditions of the Option
to Purchase Real Estate, Optionor granted to Optionee and Optionee accepted the rights and option to purchase the Property.

2.Recordation. This Memorandum is to be recorded in the Official Records of the City and County of Denver, Colorado to
provide constructive notice of the Option to Purchase Real Estate.

3.Termination. Upon the termination of the Option to Purchase Real Estate in accordance with its terms, this Memorandum
shall automatically terminate and be of no further force or effect.

76

---





IN WITNESS WHEREOF, the Seller and Purchaser have executed this Memorandum on the day and year first above written.

|OPTIONEE:                                                                  |  |                                          
|-------------------------------------------------------------------------- |  | -----------------------------------------
|PANATTONI DEVELOPMENT COMPANY, LLC,
a California limited liability company
|By:                                                                        |  | David Hagan, Partner                     
|OPTIONOR:                                                                  |  |                                          
|SAMSONITE CORPORATION,
a Delaware corporation                              |  |                                          
|By:                                                                        |  | Richard H. Wiley, Chief Financial Officer

77

---



|STATE OF   |  |  |  | )   
|---------- |  |  |  | ----
|           |  |  |  | ) ss
|COUNTRY OF |  |  |  | )   

On                        ,
2005, before me,
                                        , a Notary
Public in and for said state, personally
appeared                                        ,
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS
my hand and official seal.

| |  | Notary Public in and for said State
| |  | -----------------------------------

(SEAL)

78

---



|STATE OF   |  |  |  | )   
|---------- |  |  |  | ----
|           |  |  |  | ) ss
|COUNTRY OF |  |  |  | )   

On                        ,
2005, before me,
                                        , a Notary
Public in and for said state, personally
appeared                                        ,
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS
my hand and official seal.

| |  | Notary Public in and for said State
| |  | -----------------------------------

(SEAL)

79

---



EXHIBIT ALegal Description of Property

80

---



EXHIBIT J    Memorandum of Option to Purchase Real Estate

81

---



RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

|Peter von Elten
Panattoni Law Firm
8413 Jackson Road, Suite C
Sacramento, CA 95826 |  |                                 
|---------------------------------------------------------------------------------- |  | --------------------------------
|                                                                                  
|                                                                                   |  | (Space Above For Recorder's Use)

MEMORANDUM OF OPTION TO PURCHASE REAL ESTATE

THIS
MEMORANDUM OF OPTION TO PURCHASE REAL ESTATE ("Memorandum") is made and entered into as
of                            , 2005 by
and between PANATTONI DEVELOPMENT COMPANY, LLC, a California limited liability company, as "Optionee" and SAMSONITE CORPORATION, a Delaware corporation,
as "Optionor".

R E C I T A L S

A.    Optionor
is the owner of the real property located in Denver, Colorado, consisting of approximately eleven (11) acres of land (the
"Property"), more particularly described onExhibit "A"attached hereto.

B.    Optionor
and Optionee have entered into that certain Agreement for Purchase and Sale of Real Estate dated January 14, 2005, and Option to Purchase Real Estate
dated                        , 2005, pursuant to which Optionor i granted to Optionee the exclusive right to purchase the Property,
 all as more particularly described in the Agreement for Purchase and Sale of
Real Estate.

C.    Seller
and Purchaser desire to record this Memorandum to provide constructive notice of the Option to Purchase Real Estate and rights granted thereunder.

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Optionor and Optionee hereby agree as follows:

4.Incorporation of Option to Purchase Real Estate by Reference. Upon, and subject to, the terms and conditions of the Option
to Purchase Real Estate, Optionor granted to Optionee and Optionee accepted the rights and option to purchase the Property.

5.Recordation. This Memorandum is to be recorded in the Official Records of the City and County of Denver, Colorado to
provide constructive notice of the Option to Purchase Real Estate.

6.Termination. Upon the termination of the Option to Purchase Real Estate in accordance with its terms, this Memorandum
shall automatically terminate and be of no further force or effect.

82

---



IN
WITNESS WHEREOF, the Seller and Purchaser have executed this Memorandum on the day and year first above written.

|OPTIONEE:                                                                  |                                           | 
|-------------------------------------------------------------------------- | ----------------------------------------- | 
|PANATTONI DEVELOPMENT COMPANY, LLC,
a California limited liability company
|By:                                                                        | David Hagan, Partner                      | 
|OPTIONOR:                                                                  |                                           | 
|SAMSONITE CORPORATION,
a Delaware corporation                              |                                           | 
|By:                                                                        | Richard H. Wiley, Chief Financial Officer | 

83

---



|STATE OF   |  |  |  | )   
|---------- |  |  |  | ----
|           |  |  |  | ) ss
|COUNTRY OF |  |  |  | )   

On                        ,
2005, before me,
                                        , a Notary
Public in and for said state, personally
appeared                                        ,
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS
my hand and official seal.

| |  | Notary Public in and for said State
| |  | -----------------------------------

(SEAL)

84

---



|STATE OF   |  |  |  | )   
|---------- |  |  |  | ----
|           |  |  |  | ) ss
|COUNTRY OF |  |  |  | )   

On                        ,
2005, before me,
                                        , a Notary
Public in and for said state, personally
appeared                                        ,
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS
my hand and official seal.

| |  | Notary Public in and for said State
| |  | -----------------------------------

(SEAL)

85

---



EXHIBIT ALegal Description of Property

86

---



EXHIBIT K  Ground Lease

87

---





GROUND LEASERECITALS

A.    Lessor,
Samsonite Corporation, a Delaware corporation, is the owner of that certain real property located in Denver, Colorado more particularly described in Exhibit "A"attached hereto and incorporated
herein ("Property"). Lessee, Panattoni Development Company, LLC, a California limited liability
company, or assignee, shall be the Lessee of the Property.

B.    Lessor
intends to Lease the Property to Lessee to permit Lessee to construct and own buildings and other structures and improvements on the Property at its sole cost,
expense and risk ("Improvements").

BASIC TERMS





88

---





2 LEASE TERM



3 RENT



4 OTHER CHARGES PAYABLE BY LESSEE



89

---





90

---





91

---





5 USE OF PROPERTY



92

---





6 CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS



93

---





94

---







7 DAMAGE OR DESTRUCTION



8 CONDEMNATION

If
all or any portion of the Property or any interest therein is taken under the power of eminent domain or sold under the threat of that power (all of which are called "Condemnation"),
the Condemnation award shall be distributed solely to Lessee.

9 ASSIGNMENT AND SUBLETTING



95

---





10 DEFAULTS; REMEDIES



11 PROTECTION OF LENDERS



96

---





12 LEGAL COSTS



13 MISCELLANEOUS PROVISIONS



97

---





98

---





| |  | Lessor |  | Lessee |  | 
| |  | ------ |  | ------ |  | 



99

---





100

---





101

---





SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have executed this Lease as of the date first above written.

|LESSOR:                                                                    |  |                                         
|-------------------------------------------------------------------------- |  | ----------------------------------------
|SAMSONITE CORPORATION,
a Delaware corporation                              |  |                                         
|By:                                                                        |  | Richard H. Wiley
Chief Financial Officer
|Date:                                                                      |  |                                         
|LESSEE;                                                                    |  |                                         
|PANATTONI DEVELOPMENT COMPANY, LLC,
a California limited liability company
|By:                                                                        |  |                                         
|                                                                           |  |                                         
|Date:                                                                      |  |                                         

102

---



EXHIBIT "A"  (to Ground Lease)

Legal Description

103

---



EXHIBIT L    Bill of Sale

THIS BILL OF SALEis made as of the    day
of                        , 200    , by and betweenSAMSONITE CORPORATION, a Delaware corporation ("Seller"), andPANATTONI DEVELOPMENT COMPANY, LLC,a
California limited liability company, or assignee ("Purchaser").

WITNESSETH:

WHEREAS, Seller and Purchaser, entered into that certain Agreement of Purchase and Sale of Real Estate
dated                        (the "Agreement"); and

WHEREAS,
pursuant to the Agreement, Seller has, of even date herewith, conveyed to Purchaser certain real property together with the improvements situated thereon, if any, located in the
City of Denver, County of Denver, State of Colorado (collectively, the "Premises"), and being more particularly described in the Agreement; and

WHEREAS,
Seller desires to convey, transfer and assign by separate written instrument any and all of Seller's right, title and interest in and to all the fixtures, apparatus, equipment,
machinery, appliances and other items of personal property as may be located at or in the Premises as of the date hereof, (all of such property being herein collectively referred to as the
"Personalty").

NOW,
THEREFORE, in consideration of the sum of TEN and NO/100 DOLLARS ($10.00) in hand paid to Seller by Purchaser, the premises, and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged by Seller, Seller hereby conveys, covenants and agrees as follows:

1.     Seller
hereby warrants to the Purchaser that it owns and has title to the Personalty free and clear of any and all security interests, liens, charges and encumbrances.
Seller hereby conveys, transfers, assigns, sets over and grants, absolutely and unconditionally, to Assignee, any and all of Seller's right, title and interest in and to the Personalty to have and to
hold the Personalty unto Purchaser, its successors and assigns, forever.

2.     The
Personalty is sold in an "As Is" condition and Seller makes no warranties, express or implied (other than the forgoing warranty of title), including, without
limitation, implied warranties of merchantability or fitness for a particular purpose with respect to any items of the Personalty.

3.     This
Bill of Sale shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and assigns.

4.     This
Bill of Sale may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the
same instrument.

[Remainder
of Page Intentionally Left Blank]

104

---



SIGNATURE PAGE

IN WITNESS WHEREOF, we have hereunto set our hands and seals as of this    day
of                        ,
200            .

|PURCHASER:                                                                 |  |                                         
|-------------------------------------------------------------------------- |  | ----------------------------------------
|PANATTONI DEVELOPMENT COMPANY, LLC,
a California limited liability company
|By:                                                                        |  | David Hagan, Partner                    
|Date:                                                                      |  |                                         
|SELLER:                                                                    |  |                                         
|SAMSONITE CORPORATION,
a Delaware corporation                              |  |                                         
|By:                                                                        |  | Richard H. Wiley
Chief Financial Officer
|Date:                                                                      |  |                                         

105

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