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                                                                    EXHIBIT 10.5

AGREEMENT
relating to Suite 1.4,
30 St James's Street,
London SW1



Dated 20 December 2005



Levco Europe, LLP(1)
BKF Capital Group, Inc.(2)
King Street European Advisors, Ltd.(3)
King Street Capital Management, L.L.C.(4)
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                               TABLE OF CONTENTS

OPERATIVE PROVISIONS
1    Definitions                                            1
2    Interpretation                                         1
3    Sale                                                   2
4    Landlord's Consent                                     3
5    Completion                                             3
6    Possession                                             4
7    Title                                                  4
8    Matters affecting the Property                         5
9    Representations and Indemnity                          5
10   Standard Conditions                                    5
11   Transfer                                               6
12   Registration                                           7
13   Service of notices pending registration                7
14   VAT                                                    7
15   Insurance                                              8
16   Equipment                                              8
17   Purchaser's Guarantor                                  8
18   Vendor's Guarantor                                     9
19   No sub-sale or assignment                              11
20   Notices                                                11
21   Entire agreement                                       11
22   Governing law and jurisdiction                         11
23   Contracts (Rights of Third Parties) Act of 1999        11
SCHEDULE                                                    12
     Part 1 - The Property                                  12
     Part 2 - The Lease                                     12
     Part 3 - The Ancillary Leasehold Documents             12
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                                                                20 December 2005

     DATE



     PARTIES

(1)  LEVCO EUROPE, LLP (company number OC308828) c/o Suite 1.4 29-30 St James's
     Street London SW1 (the "Vendor");

(2)  BKF CAPITAL GROUP, INC. of c/o John A. Levin & Co., Inc. of 1 Rockefeller
     Plaza, New York, NY 10020 USA (the "Vendor's Guarantor");

(3)  KING STREET EUROPEAN ADVISORS, LTD. (company number 5440189) whose
     registered office is at Alder Castle, 10 Noble Street, London EC2V 7QJ (the
     "Purchaser"); and

(4)  KING STREET CAPITAL MANAGEMENT, L.L.C. of 65 East 55th Street, 30th Floor,
     New York, New York 10022 USA (the "Purchaser's Guarantor").

     OPERATIVE PROVISIONS

1    DEFINITIONS

     In this agreement except where a different interpretation is necessary in
     the context the words and expressions set out below shall have the
     following meanings:

     Actual Completion                  actual completion of the sale of the
                                        Property pursuant to this agreement and
                                        "Date of Actual Completion" will be
                                        interpreted accordingly

     Ancillary Leasehold Documents      the documents listed in Part 3 of the
                                        Schedule

     Completion Date                    20 February 2005 or, if later, five (5)
                                        Working Days after the date on which
                                        Landlord's Consent is obtained

     Equipment                          means the furniture and equipment set
                                        out on the list attached to this
                                        agreement

     Equipment Price                    means one hundred and fifty thousand
                                        US dollars ($150,000)

     Insurance Policy                   a policy of insurance relating to the
                                        Property

     Interest Rate                      4 per cent per annum above the base rate
                                        from time to time of Barclays Bank plc

     Landlord                           the landlord for the time being of the
                                        Lease (including any superior landlord)

     Landlord's Consent                 the written consent of the Landlord to
                                        the assignment of the Lease to the
                                        Purchaser in such form as the Landlord
                                        shall reasonably require
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Landlord's Consent Costs      the reasonable and proper professional cost/fees
                              (plus (to the extent that the Landlord will not
                              recover the same and the Landlord agrees not to
                              require payment of such VAT) any VAT on those
                              costs) properly incurred by the Landlord in
                              connection with the application of the Vendor to
                              the Landlord for consent to assign the Lease to
                              the Purchaser which the Landlord is entitled to
                              recover under the terms of the Lease from its
                              tenant and which for the avoidance of doubt and
                              without prejudice to the generality of the
                              foregoing shall not include any incentive or other
                              fee (if any) paid by the Vendor to the Landlord
                              for such consent

Lease                         the underlease described in more detail in Part 2
                              of the Schedule including the Ancillary Leasehold
                              Documents

Official Copies               official copies of the Registered Title as at 9
                              November 2005

Price                         one pound (L1)

Property                      the leasehold property known as Suite 1.4, 30 St
                              James's Street, London SW1 and described in more
                              detail in Part 1 of the Schedule

Purchaser's Solicitors        Brookstreet Des Roches Solicitors, 1 Des Roches
                              Square, Witney, Oxon OXON OX28 4LF

Registered Title              the leasehold interest registered at HM Land
                              Registry under Title Number NGL846294

Rent Deposit Deed             the rent deposit deed entered into by Benchmark
                              Group Limited (1) and the Vendor (2) and dated 14
                              February 2005

Standard Conditions           the Standard Commercial Property Conditions (First
                              Edition)

Tenant's Obligations          the obligations in the Lease to be observed and
                              performed by the tenant for the time being

VAT                           Value Added Tax as defined in the VAT Act 1994, as
                              amended

Vendor's Solicitors           SJ Berwin LLP of 222 Gray's Inn Road London WC1X
                              8XF (ref: 128/J13950.8)

Vendor's Solicitor's Bank     the Vendor's Solicitor's bank account at Barclays
Account                       Bank Plc 8/9 Hanover Square London W1A 4ZW Account
                              No: 10644994 Sort Code: 20-36-47

Vendor's Solicitors' Replies  the written replies given by the Vendor's
                              Solicitors to the pre-contract enquiries raised by
                              the Purchaser's Solicitors

Working Day                   has the meaning given to that expression in the
                              Standard Conditions

2    INTERPRETATION

2.1  The clause, paragraph, Schedule and Annexure headings and the table of
     contents used in this agreement are inserted for ease of reference only and
     shall not affect construction.

2.2  The Schedules and Annexures to this agreement are incorporated into this
     agreement. References in this agreement and the Schedules to the parties,
     Schedules, Annexures and

                                      -2-
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     clauses are references respectively to the parties, Schedules and Annexures
     to and clauses of this agreement.

2.3  References to persons shall include bodies corporate, unincorporated
     associations and partnerships, in each case whether or not having a
     separate legal personality.

2.4  Except where the context specifically requires otherwise, words importing
     one gender shall be treated as importing any gender, words importing
     individuals shall be treated as importing corporations and vice versa,
     words importing the singular shall be treated as importing the plural and
     vice versa, and words importing the whole shall be treated as including a
     reference to any part of the whole.

2.5  If any condition or covenant contained in this agreement requires a party
     to it not to do an act or thing it shall be a breach of any such condition
     or covenant to permit or suffer such act or thing to be done.

2.6  Where a party consists of more than one person covenants and obligations of
     that party shall be deemed to be made jointly and severally.

2.7  References to statutory provisions, enactments or EC Directives shall
     include references to any amendment, modification, extension,
     consolidation, replacement or re-enactment of any such provision,
     enactment or EC Directive (whether before or after the date of this
     agreement), to any previous enactment which has been replaced or amended
     and to any regulation, instrument or order or other subordinate legislation
     made under such provision, enactment or EC Directive, except where
     expressly stated to the contrary.

2.8  If any provision of this agreement is held to be invalid or unenforceable
     by any judicial or other competent authority, all other provisions of this
     agreement will remain in full force and effect and will not in any way be
     impaired.

2.9  This agreement does not confer any rights on any person or party other than
     the parties to this agreement pursuant to the Contracts (Rights of Third
     Parties) Act 1999.

3    SALE

     The Vendor agrees to sell and the Purchaser agrees to purchase the Property
     at the Price on the terms set out in this agreement.

4    LANDLORD'S CONSENT

4.1  Completion of the sale and purchase of the Property is conditional on the
     Vendor obtaining the Landlord's Consent and the provisions of Standard
     Condition 8.3 (as amended by this agreement) will apply.

4.2  Subject to the provisions of clause  4.3 of this agreement, if the
     Landlord's Consent has not been obtained by 31 January 2006 then either the
     Purchaser or the Vendor may at any time after that date by notice in
     writing to the other forthwith terminate this agreement and Standard
     Condition 7.2 will apply but without prejudice to any claim in respect of
     any prior breach of the obligations contained in this agreement.

4.3  A party to this agreement may not terminate this agreement if Landlord's
     Consent has not been obtained due to that party's failure to comply with
     its obligations under clause 8.3 of the Standard Conditions (as amended by
     clause 10 of this agreement and subject to clause 4.6).

4.4  The Landlord's Consent Costs will be payable by the Vendor to the Landlord
     on the Date of Actual Completion and on the same date the Purchaser shall
     reimburse the Vendor 50% of the Landlord's Consent Costs provided that the
     Purchaser shall also reimburse such 50% share in the event that this
     Agreement is terminated by either party pursuant to clause 4.2.

                                      -3-








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4.5  The Purchaser will on the Date of Actual Completion enter into a rent
     deposit deed with the Landlord in the sum of L69,960 plus VAT and otherwise
     in such form as the Landlord reasonably requires.

4.6  Notwithstanding the terms of the Lease and this agreement the Vendor shall
     not be required in relation to obtaining the Landlord's consent to provide
     or procure any authorised guarantee agreement for the benefit of the
     Landlord nor provide or procure any personal guarantees or payment or other
     inducement.

5    COMPLETION

5.1  Completion will take place at the office of the Vendor's Solicitors or such
     other place as they will direct on or before 1.00 pm on the Completion
     Date.

5.2  If completion takes place after 1:00 pm it will be deemed to have taken
     place on the following Working Day.

5.3  The Purchaser will pay all monies due on completion by telegraphic transfer
     to the Vendor's Solicitors' Bank Account or otherwise as the Vendor's
     Solicitors direct.

5.4  In the event that Landlord's Consent is not obtained by 23 December 2005
     (but is subsequently obtained and the assignment of the Lease completes)
     and if the Purchaser shall not have terminated its existing arrangements to
     occupy for office accommodation at 53 Davies Street, Mayfair, London (such
     arrangements are in this clause called the "License") so that they end on
     1st March 2006, then:

     (a)  subject to the proviso below the Vendor shall contribute to the
          Purchaser 50% of the monthly rent of L5,500 inclusive of VAT payable
          by the Purchaser under the Licence for the period from and including 1
          March 2006 until the earlier of 31 May 2006 and any prior date on
          which the Purchaser manages to terminate the Licence such contribution
          to be payable monthly in advance and where necessary apportioned on a
          daily basis (so that the Purchaser shall promptly refund any payment
          which relates to a period beyond any such termination date);

     (b)  the Purchaser shall use all reasonable endeavours (but for the
          avoidance of doubt excluding the payment of any surrender premium or
          giving of any other incentive whether financial or otherwise) to
          terminate the Licence as soon as possible after 1 March 2006; and

     (c)  subject to the proviso below without prejudice to the wording in
          brackets in clause 5.4(b), the Vendor shall pay to the Purchaser
          within five Working Days of written demand (with proof of payment to
          the relevant landlord) 50% of any amount that the Purchaser has paid
          to the landlord of the premises at 53 Davies Street, Mayfair, London
          to secure termination of the Licence prior to 31 May;

     Provided that the maximum aggregate liability of the Vendor under clauses
     5.4(a) and (c) is the sum of L8,250 inclusive of VAT.

6    POSSESSION

     Vacant possession of the Property will be given on the Date of Actual
     Completion.

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7    TITLE

     The Purchaser has investigated and accepts the Vendor's title to the
     Property and will not make any objections or requisitions with regard to it
     save for requisitions relating to:

     (a)  previously undisclosed matters registered after the date of this
          agreement and revealed by the usual pre-completion searches at HM Land
          Registry against the Registered Title from the date of the Official
          Copies; and

     (b)  the discharge of any financial charges.

8    MATTERS AFFECTING THE PROPERTY

8.1  The Property is sold subject to and (where applicable and where the Vendor
     can lawfully grant the same) with the benefit of:

     (a)  the entries in the property register of the Registered Title as set
          out in the Official Copies;

     (b)  the Lease and the Tenant's Obligations;

     (c)  all local Land Charges (whether registered or not at the date of this
          agreement) and all matters capable of registration as local Land
          Charges;

     (d)  all notices demands proposals and requirements served or made by any
          local or other public authority (whether before or after the date of
          this agreement);

     (e)  all notices demands proposals and requirements served or made under
          the Town & Country Planning Act 1990 the Planning (Listed Buildings
          and Conservation Areas) Act 1990 the Planning (Consequential
          Provisions) Act 1990 the Planning Compensation Act 1991 and any
          subsequent legislation of a similar nature or any highways
          legislation;

     (f)  all matters referred to in Schedule 3 Land Registration Act 2002 and
          any matters which were overriding interests as defined in section
          70(1) Land Registration Act 1925 and which continue in effect under
          Schedule 12 Land Registration Act 2002;

     (g)  all rights of way water light air and other rights easements
          quasi-easements liabilities and public rights whatsoever and any
          liability to repair or to contribute towards the cost of repair of
          roads passages sewers drains fences or other items.

8.2  The Official Copies and a copy of the Lease have been produced to the
     Purchaser and the Purchaser purchases with full knowledge of them and will
     not raise any requisition on or objection to them save in respect of any
     matters arising between the date of this agreement and the Date of Actual
     Completion.

9    REPRESENTATIONS AND INDEMNITY

9.1  The Purchaser acknowledges that it has not entered into this agreement in
     reliance wholly or partly on any statement or representation made by or on
     behalf of the Vendor except in so far as any such statement or
     representation is expressly set out in this agreement or in the Vendor's
     Solicitors' Replies or in correspondence between the Vendor's Solicitors
     and Purchaser's Solicitors.

9.2  The Vendor's Solicitors' Replies do not obviate the need for the Purchaser
     to make the appropriate searches and enquiries and to inspect and survey
     the Property in contemplation of the Purchaser's expected use.

9.3  The Vendor warrants that it has disclosed all breaches of the Tenant's
     Obligations (other than breaches of any obligations which relate to the
     state of repair and condition of the Property).

                                      -5-

<PAGE>

 9.4      The Purchaser having inspected the Premises on 23 November 2005, the
          Vendor shall on the Date of Actual Completion procure that the
          Premises are delivered up in no materially worse state of repair and
          condition (save and to the extent due to any damage by any Insured
          Risk (as the term is defined in the Lease)) and indemnifies the
          Purchaser against all loss damages claims costs and liabilities
          whatsoever suffered by the Purchaser as a result whether directly or
          indirectly (and without prejudice to any other remedies of the
          Purchaser under this agreement, including without prejudice to the
          generality of the foregoing rescission) of any breach of the Vendor's
          obligations in this clause 9.4.

 9.5      In the event that at any time prior to the Completion Date the
          Property and/or the building of which the Property forms part is/are
          damaged by an Insured Risk or Terrorism so that the Property or part
          of it is unfit for occupation or use the Vendor shall serve written
          notice on the Purchaser forthwith of any such damage and the Purchaser
          shall have the option at any time prior to the expiry of 10 working
          days from the date of service of such notice to terminate this
          Agreement by service of written notice on the Vendor and on service of
          any such notice this Agreement shall cease and determine and Standard
          Condition 7.2 will apply.

9.6       For the avoidance of doubt, the Purchaser shall not be obliged to give
          the Vendor an indemnity in respect of the performance of the Tenant's
          Obligations and to the extent that any such indemnity could be implied
          the Purchaser and the Vendor agree that the Purchaser shall have no
          such obligation to indemnify the Vendor.

10        STANDARD CONDITIONS

          The Standard Conditions will be deemed to be incorporated in this
          agreement so far as they are not varied by or inconsistent with the
          specific provisions of this agreement (and in which case those
          specific provisions shall prevail) and with the following variations
          and additions:

          (a)     in Condition 1.1.1(m) the words "and such working day will
                  expire at 5.30 pm" will be added;

          (b)     Condition 2.2 will not apply;

          (c)     Condition 3.1.3 will not apply in respect of public
                  requirements;

          (d)     Condition 3.3.3 shall not apply;

          (e)     Condition 4.3.2 will not apply;

          (f)     Condition 4.5.2 will not apply;

          (g)     in Condition 4.5.5 after the word "completion" the words "and
                  which is not a matter of public record" will be added;

          (h)     Conditions 5.1.2, 5.1.3 and 5.1.4 will not apply;

          (i)     Condition 5.2 will not apply;

          (j)     in Condition 6.1.2 1.00 pm will be substituted for 2.00 pm;

          (k)     in Condition 6.3.2 the words "or the seller exercises his
                  option in Condition 7.3.4" will be deleted and the following
                  substituted: "or the buyer holds the property as tenant of the
                  seller or the seller is entitled to compensation under
                  Condition 7.3";

          (l)     in Condition 6.8.2(b) the following words will be added after
                  the words "freed of all mortgages": "or if reasonable evidence
                  is produced that the property would be released from all
                  mortgages" and the words "in each case" will  be added after
                  the word "except";

          (m)     in Condition 7.1.1 the words "in the negotiations leading to
                  it" will be deleted and the following substituted: "any
                  written statement made by or on behalf of the seller to the


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               buyer or his agents or advisers in answer to formal preliminary
               enquiries before the date of the contract or in correspondence
               between the Vendor's Solicitors and the Purchaser's Solicitors";

          (n)  at the end of Condition 7.5.2(a) the following words will be
               added: "and section 49(2) Law of Property Act 1925 will not
               apply";

          (o)  the following will be added as a new Condition 7.7:

               "7.7  INSOLVENCY

                     If the buyer passes a resolution to wind up, is served with
                     a petition for winding-up or bankruptcy or applies for an
                     administration order or an order under section 253
                     Insolvency Act 1986 or if a receiver or an administrative
                     receiver is appointed in respect of any of the assets of
                     the buyer the seller may serve written notice upon the
                     buyer withdrawing from the contract and condition 7.2 then
                     applies with such event being treated as a breach of
                     contract by the buyer.";

          (p)  In Condition 8.3.2(a) the words "as expeditiously as possible and
               in the process shall keep the Purchaser informed of material
               progress" shall be added at the end, in Condition 8.3.2(b) the
               words "in writing" will be inserted after the word "notice" and
               in condition 8.3.3(a) the words "reasonably required" shall be
               added at the end of the clause;

          (q)  Conditions 8.3.3(c), 8.3.4, 8.3.5, 8.3.6, 8.3.7 and 8.3.8 will
               not apply;

          (r)  the word "buyer" will be read as "Purchaser" and the word
               "seller" as "Vendor".

11        TRANSFER

          The transfer of the Property will be in the form annexed.

12        REGISTRATION

          The Purchaser will use all reasonable endeavours to procure that it is
          registered as proprietor of the Registered Title within three months
          after the Date of Actual Completion and provide to the Vendor as soon
          as they are available official copies of the registered title to the
          Registered Title showing the Purchaser as registered proprietor.

13        SERVICE OF NOTICES PENDING REGISTRATION

          With effect from the Date of Actual Completion:

          (a)  any notice or proceedings to be served upon the tenant under the
               Lease shall be effectively served if served upon the Purchaser
               alone notwithstanding that the legal estate in the Property may
               not be vested in the Purchaser;

          (b)  the Vendor authorises the Purchaser to receive service of any
               notice or proceedings to be served upon the tenant under the
               Lease whether that notice is or those proceedings are addressed
               to the Purchaser the Vendor or both of them;

          (c)  any notice or proceedings to be served by the tenant under the
               Lease shall be effectively served if served by the Purchaser
               alone notwithstanding that the legal estate in the Property may
               not then be vested in the Purchaser.



                                      -7-

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14        VAT

          All payments made pursuant to this agreement will (unless it is
          specifically provided otherwise) be exclusive of VAT and any VAT
          chargeable on such payments will be paid in addition to the payment in
          question.

15        INSURANCE

15.1      The Vendor will not be obliged to maintain in force any Insurance
          Policy after the date of this agreement.

15.2      The Vendor will not be obliged to obtain or consent to an endorsement
          of notice of the Purchaser's interest on any Insurance Policy.

15.3      The Vendor will have no liability to the Purchaser if the amounts of
          cover or the insured risks are insufficient.

16        EQUIPMENT

16.1      On the Completion Date the Purchaser shall purchase the Equipment
          from the Vendor and the Vendor shall sell the Equipment to the
          Purchaser for the Equipment Price.

16.2      Any parts of the Equipment that are a fixture at the Property shall be
          sold as part of the Property under clause 3 save that the warranties
          and representations in the remainder of this clause 16 shall still
          apply to any such parts of the Equipment.

16.3      The Vendor warrants and represents to the Purchaser that:

          (a)  the Equipment is in the Vendor's possession and control and is
               its absolute property;

          (b)  the Vendor has not entered into any contract or option to sell,
               mortgage, or encumber the Equipment save for this agreement;

          (c)  the Equipment is not subject to any option, charge, lien,
               mortgage, restriction, debt, claims and/or other encumbrance;

          (d)  to the best of the Vendor's knowledge and belief the Equipment
               has during the Vendor's ownership of the Property worked properly
               and has been properly maintained to the extent reasonably
               necessary;

          (e)  there is no pending or threatened action, suit, claim, inquiry,
               investigation, hearing, audit, examination, or proceeding, to
               which Vendor is named as a party or to which the Equipment is or
               may be subject and to the best of the Vendor's knowledge and
               belief no basis therefore;

          (f)  the Vendor has paid any and all taxes, license fees, or other
               charges levied, assessed, or imposed upon the Equipment;

          (g)  the information contained in the list of Equipment attached to
               this agreement is true, complete and correct including without
               limitation the actual original out-of-pocket costs paid by the
               Vendor for the Equipment;

          (h)  insofar as it is able, the Vendor hereby assigns to the Purchaser
               with the Equipment the benefit of all rights and warranties that
               it has in respect thereof;

          on or after the Date of Actual Completion the Vendor shall, at the
          request of the Purchaser, furnish execute and deliver such documents
          and instruments as the Purchaser shall reasonably require as necessary
          or desirable to carry out the transfer of the Equipment as
          contemplated by this clause 16.2 including without prejudice to the
          generality of the foregoing the transferring of and confirming title
          to the Equipment

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16.4     The Vendor warrants that in the event and to the extent that any of the
         above statements cease to be accurate in respect of any items of the
         Equipment prior to the Date of Actual Completion it will disclose the
         same as soon as practicable to the Purchaser following which the
         Purchaser may elect not to purchase any such part of the Equipment and
         a fair and appropriate adjustment will be made to the Equipment Price
         (and each party shall act reasonably and expeditiously in agreeing such
         price adjustment)

16.5     The Purchaser will pay to the Vendor any VAT payable (subject to
         receipt of a valid VAT invoice addressed to the Purchaser) chargeable
         on the sale of the Equipment to the Purchaser

16.6     On completion the Vendor shall deliver to the Purchaser the surplus
         existing carpet tiles for the Property and shall leave at the Property
         the kitchen equipment (including refrigerator) and all other Landlord's
         fixtures and fittings forming part of the Property when the Lease was
         granted (or replacements thereof).

17       PURCHASER'S GUARANTOR

17.1     In consideration of the Vendor and the Vendor's Guarantor entering into
         this agreement, the Purchaser's Guarantor unconditionally and
         irrevocably guarantees, as a primary obligation to the Vendor, the
         performance of the Purchaser's obligations under this agreement.

17.2     If the Purchaser defaults on the payment when due of any amount payable
         to the Vendor under this agreement or arising from its termination,
         the Purchaser's Guarantor shall immediately on demand by the Vendor pay
         that amount to the Vendor in the manner prescribed in this agreement as
         if it were the Purchaser.

17.3     This guarantee shall not be affected by any change in the constitution,
         structure or powers of the Purchaser's Guarantor the Vendor's Guarantor
         the Purchaser or the Vendor or the administration, winding up,
         liquidation or bankruptcy of any of them or any act, omission, matter
         or thing which, but for this clause 17.3, would reduce, release or
         prejudice any of the Purchaser's Guarantor's obligations under this
         Clause 17 (without limitation and whether or not known to it or the
         Vendor).

17.4     If any payment by the Purchaser, or any discharge given by the Vendor,
         is avoided or reduced as a result of insolvency or any similar event,
         the liability of the Purchaser and Purchaser's Guarantor shall continue
         as if the payment, discharge, avoidance or reduction had not occurred
         and the Vendor shall be entitled to recover the value or amount of that
         security or payment. The Purchaser's Guarantor waives any right it may
         have of first requiring the Vendor (or any trustee or agent on its
         behalf) to proceed against or enforce any other rights or security or
         claim payment from any person before claiming from the Purchaser's
         Guarantor under this clause 17.

17.5     Until all amounts which may be or become payable by the Purchaser under
         or in connection with this agreement have been irrevocably paid in
         full, the Vendor (or any trustee or agent on its behalf) may hold in an
         interest-bearing suspense account any moneys received from the
         Purchaser's Guarantor, or on account of the Purchaser's Guarantor's
         liability under this clause 17, and may apply, or not, as it sees fit
         any other moneys, securities or rights in respect of those amounts.

17.6     The obligations of the Purchaser's Guarantor shall be in addition to
         and independent of all other security which the Vendor may at any time
         hold in respect of any of the obligations of the Vendor under this
         agreement.

17.7     As an independent and primary obligation, without prejudice to clause
         17.1, the Purchaser's Guarantor unconditionally and irrevocably agrees
         to indemnify and keep indemnified the Vendor from and against all and
         any losses, costs, claims, liabilities, damages, demands and expenses
         suffered or incurred by the Vendor and arising from failure of the
         Purchaser to comply with any of its obligations, or discharge any of
         its liabilities, under this agreement or through any of the guaranteed
         obligations becoming unenforceable, invalid or illegal (on any grounds
         whether known

                                      -9-
<PAGE>
        to it or the Vendor or not) PROVIDED THAT the Vendor shall notify the
        Purchaser's Guarantor immediately on becoming aware of any claim of
        potential claim under this indemnity and shall mitigate as far as
        reasonably practicable any such losses, costs, claims, liabilities,
        damages, demands and expenses suffered or incurred by the Vendor

18      VENDOR'S GUARANTOR

18.1    In consideration of the Purchaser and the Purchaser's Guarantor entering
        into this agreement, the Vendor's Guarantor unconditionally and
        irrevocably guarantees, as a primary obligation to the Purchaser, the
        performance of the Vendor's obligations under this agreement.

18.2    If the Vendor defaults on the payment when due of any amount payable to
        the Purchaser under this agreement or arising from its termination, the
        Vendor's Guarantor shall immediately on demand by the Purchaser pay that
        amount to the Purchaser in the manner prescribed in this agreement as if
        it were the Vendor.

18.3    This guarantee shall not be affected by any change in the constitution,
        structure or powers of the Vendor's Guarantor the Purchaser's Guarantor,
        the Vendor or the Purchaser or the administration, liquidation or
        bankruptcy of any of them or any act, omission, matter or thing which,
        but for this clause 18.3, would reduce, release or prejudice any of the
        Vendor's Guarantor's obligations under this clause 18 (without
        limitation and whether or not known to it or the Purchaser).

18.4    If any payment by the Vendor, or any discharge given by the Purchaser,
        is avoided or reduced as a result of insolvency or any similar event,
        the liability of the Vendor and Vendor's Guarantor shall continue as if
        the payment, discharge, avoidance or reduction had not occurred and the
        Purchaser shall be entitled to recover the value or amount of that
        security or payment. The Vendor's Guarantor waives any right it may have
        of first requiring the Purchaser (or any trustee or agent on its behalf)
        to proceed against or enforce any other rights or security or claim
        payment from any person before claiming from the Vendor's Guarantor
        under this clause 18.

18.5    Until all amounts which may be or become payable by the Vendor under or
        in connection with this agreement have been irrevocably paid in full,
        the Purchaser (or any trustee or agent on its behalf) may hold in an
        interest-bearing suspense account any moneys received from the Vendor's
        Guarantor, or on account of the Vendor's Guarantor's liability under
        this clause 18, and may apply, or not, as it sees fit any other moneys,
        securities or rights in respect of those amounts.

18.6    The obligations of the Vendor's Guarantor shall be in addition to and
        independent of all other security which the Purchaser may at any time
        hold in respect of any of the obligations of the Vendor under this
        agreement.

18.7    As an independent and primary obligation, without prejudice to clause
        18.1, the Vendor's Guarantor unconditionally and irrevocably agrees to
        indemnify and keep indemnified the Purchaser from and against all and
        any losses, costs, claims, liabilities, damages, demands and expenses
        suffered or incurred by the Purchaser and arising from failure of the
        Vendor to comply with any of its obligations, or discharge any of its
        liabilities, under this agreement or through any of the guaranteed
        obligations becoming unenforceable, invalid or illegal (on any grounds
        whether known to it or the Purchaser or not) provided that the Purchaser
        shall notify the Vendor's Guarantor immediately on becoming aware of any
        claim of potential claim under this indemnity and shall mitigate as far
        as reasonably practicable any such losses, costs, claims, liabilities,
        damages, demands and expenses suffered or incurred by the Purchaser.

18.8    If and to the extent that the landlord of the Lease takes action against
        the Purchaser in respect of any sums due to the Landlord under the Lease
        attributable to the period during which the Lease was vested in the
        Vendor, the Vendor's Guarantor will procure that such sums are paid to
        the landlord of the Lease.

                                      -10-

<PAGE>

19        NO SUB-SALE OR ASSIGNMENT

          This agreement is personal to the Purchaser and the Purchaser will not
          be entitled to require the Vendor to transfer or assign the Property
          to any person other than the Purchaser.

20        NOTICES

20.1      Any notice to be given under this agreement must be in writing and
          signed by the person giving it or some person authorised by them and
          will be duly served 48 hours after being sent by registered or
          recorded delivery post to the recipient at its address set out in this
          agreement or notified in writing to the other party from time to time
          or (if earlier) when delivered to the recipient.

20.2      Notices may also be served by facsimile and service is deemed to be
          effected when the sender has finished transmitting the notice unless:

          (a)     the sender knows or ought reasonably to know that the
                  transmission has failed or is incomplete in which case service
                  is not effected until the notice has been duly transmitted; or

          (b)     transmission takes place outside normal business hours (which
                  for this purpose are 9.30 am to 5.30 pm on a Working Day) in
                  which case the notice is deemed to be served when normal
                  business hours next commence.

20.3      Notices may not be served by electronic mail.

21        ENTIRE AGREEMENT

          There will be deemed to be incorporated into this agreement the
          contents of any side letter supplemental or ancillary to this
          agreement as if they had been set out expressly in this agreement and
          the Vendor and the Purchaser each acknowledge that the terms and
          conditions set out and incorporated in this agreement constitute the
          entire contract and arrangement between them.

22        GOVERNING LAW AND JURISDICTION

          This agreement is governed by and is to be construed in accordance
          with English law. The parties irrevocably agree that the courts of
          England and Wales shall have exclusive jurisdiction to settle any
          dispute arising out of or in connection with this agreement.

23        CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

          A person who is not a party to this agreement has no right under the
          Contracts (Rights of Third Parties) Act 1999 to enforce any term of
          this agreement.

          This agreement is entered into by the parties on the date at the
          beginning of this agreement.


                                      -11-
<PAGE>
                                    SCHEDULE

                                     PART 1

                                  THE PROPERTY

The leasehold property known as Suite 1.4, 30 St James's Street, London SW1 as
the same is registered at HM Land Registry under Title Number NGL846294 and
shown edged red on the plan annexed to the Lease and which for the avoidance of
doubt includes the works carried out by the Vendor under the License to Make
Alterations referred to in part 3 of this Schedule


                                     PART 2

                                   THE LEASE

DATE                     DOCUMENT                 PARTIES

14 February 2005         Underlease               Benchmark Group Limited (1)
                                                  Levco Group, LLP (2)


                                     PART 3

                       THE ANCILLARY LEASEHOLD DOCUMENTS

DATE                     DOCUMENT                 PARTIES

14 February 2005         Licence to Make          Benchmark Group Limited (1)
                         Alterations              Levco Group, LLP (2)


                                      -12-
<PAGE>
Signed by:

/s/ Glenn A. Aigen
-------------------------
[signature]

Glenn A. Aigen
LEVCO Europe Holding, LTD
As Managing Advisor
--------------------------
[print name of signatory]

on behalf of LEVCO EUROPE, LLP



Signed by:


-------------------------
[signature]



--------------------------
Brian J. Higgins

on behalf of KING STREET EUROPEAN ADVISORS, LTD.


Signed by:


-------------------------
[signature]



--------------------------
[print name of signatory]

on behalf of KING STREET CAPITAL MANAGEMENT, L.L.C.


                                      -13-

<PAGE>

                    Signed by:


                    /s/ Norris Nissin
                    -----------------------------------
                    [signature]



                    NORRIS NISSIN
                    -----------------------------------
                    [print name of signatory]

                    on behalf of BKF CAPITAL GROUP, INC






























                                      -14-