SIFCO INDUSTRIES INC
EX-10.12 SIFCO INDUSTRIES, INC.
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>2
<FILENAME>l10050aexv10w12.txt
<DESCRIPTION>EX-10.12 SIFCO INDUSTRIES, INC.
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.12

                                 FORM OF TENDER
                              CONDITIONS OF TENDER
                               CONDITIONS OF SALE
                           GENERAL CONDITIONS OF SALE

               FOLIO 75716 F COUNTY CORK - PROPERTY AT LOUGH MAHON
                 TECHNOLOGY PARK, SKEHARD ROAD, BLACKROCK, CORK

                               FOR SALE BY TENDER

                           Tender Date: 30TH June 2004
                         Acceptance Date: 7th July 2004

VENDOR:           SIFCO TURBINE COMPONENTS LIMITED

AGENTS:           Lisney
                  South Mall
                  Cork

SOLICITORS:       Arthur Cox
                  Earlsfort Centre
                  Earlsfort Terrace
                  Dublin 2
                  (Ref: DD/AL/DD6338)

                                        1

<PAGE>

                                 FORM OF TENDER

Re:   Folio 75716 F County Cork - Property at Lough Mahon Technology Park,
      Skehard Road, Blackrock, Cork

TO:   SIFCO TURBINE COMPONENTS LIMITED (THE "VENDOR")

      1.    TENDER

            We

               Name: John Cleary
               Address: Coohowen, Blarney, County Cork

            (the "Tenderer") HEREBY OFFER subject to the attached Conditions of
            Tender (the "Tender Conditions") to purchase in accordance with the
            attached Special Conditions and General Conditions of Sale the
            property described in the attached Particulars for:

               E 6,500,000 (Six Million Five Hundred Thousand Euro)

            (the "Purchase Price").

      2.    DEPOSIT

            We enclose bank draft for

               E 325,000

            made payable to Arthur Cox being 5% of the Purchase Price

      3.    NOMINATION OF PERSON TO RECEIVE DOCUMENTS

            We nominate

               Kieran Riordan & Co. Solicitors, 14 Princes St., Cork.

            Solicitor (the "Tenderer's Solicitor")

            As the person or firm:

            (a) to whom an acceptance of this tender (if any) should be
                delivered.

            (b) the person to act as the Purchaser's solicitor if this tender is
                accepted; and

            (c) to whom the enclosed bank draft may be returned at our risk if
                this tender is not accepted.

      4.    ACKNOWLEDGEMENT

            We have read and agree to the Tender Conditions, and the attached
            Special Conditions and General Conditions of Sale. In particular and
            without limitation we acknowledge that:

            (a) This offer remains open for acceptance in accordance with Tender
                Conditions 3 and 4.

            (b) In the event of our tender not being accepted, we understand
                that our bank draft will be returned to the Tenderer's Solicitor
                uncashed at our risk.

            (c) We agree that in the event of this tender being accepted we
                shall pay a further 10% of the Tender Price in accordance with
                Tender Condition 4(c).

                                        2

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            (d) Tender Condition 1(e)(ii) requires this tender to be accompanied
                by satisfactory evidence of the availability of finance to
                complete the purchase.

            (e) The Purchase Price is exclusive of any Value Added Tax which may
                be payable in accordance with the attached Special Conditions of
                Sale.

      5.    EXECUTION BY THE TENDERER

            SIGNED by or on behalf of the Tenderer   John Cleary

            (State capacity if appropriate -
            director, secretary, authorised
            signatory etc.)                          Authorised Signatory

            Witness

            Occupation                               Engineer

            Address                                  Summerville, Eglington Park

                                                     Douglas, Cork

                                        3

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                                   ACCEPTANCE

The Vendor HERBY ACCEPTS the Tenderer's offer subject to the Tender Conditions
to purchase in accordance with the attached Special Conditions and General
Conditions of Sale the property described in the attached Particulars.

SIGNED by or on behalf of the Vendor            Timothy V. Crean

(State capacity if appropriate - director,
secretary, authorised signatory, etc.)          Authorised Signatory

Witness                                         Deirdre Durcan

Occupation                                      Solicitor

Address                                         Earlsfort Terrace,

                                                Dublin 2

                                        4

<PAGE>

                               DOCUMENTS SCHEDULE

1.    Certified copy Folio and Land Registry Map 75716F County Cork.

2.    Certificate of Compliance with Planning Permission of J. Martin Buckley
      Engineer, 10th June 2004 with copy Planning Permission 21035/97 attached.

3.    Opinion on compliance with Building Regulations J. Martin Buckley Engineer
      dated 10th June 2004 with copy Fire Safety Certificates FSCA/876/97 and
      Commencement Notice dated 16/6/97 attached.

4.    Draft Licence Agreement.

5.    Copy Memorandum & Articles of Association and Certificate of Incorporation
      of SIFCO Turbine Components Limited.

6.    Licence to Discharge Trade Effluent No. WP570/99 dated 6th October 1999.

                                SEARCHES SCHEDULE

                                      None.

                                        5

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                              CONDITIONS OF TENDER

In consideration of the issue of these tender documents to the Tenderer by the
Vendor to the Tenderer (the receipt and sufficiency of which is herby
acknowledged by the Tenderer) the Tenderer agrees with the Vendor to be bound by
these conditions of tender:

1.    LODGEMENT OF THE TENDER

      Any person wishing to tender for the purchase of the subject property
      shall;

      (a)   complete his name and address at paragraph 1 of the Form of Tender;

      (b)   complete the details of the deposit at paragraph 2 of the Form of
            Tender;

      (c)   nominate a solicitor at paragraph 3 of the Form of Tender;

      (d)   sign the Form of Tender at paragraph 5 thereof; and

      (e)   deliver;

            (i)   the Form of Tender together with these Tender Conditions and
                  the attached Special Conditions and General Conditions of
                  Sale;

            (ii)  satisfactory evidence from a bank licensed to conduct business
                  in Ireland that the Tenderer has available to it sufficient
                  monies to complete the within purchase;

            (iii) a bank draft for 5% of the Purchase Price made payable to
                  "Arthur Cox";

            (iii) where the Tenderer is a company, a copy of its certificate of
                  incorporation and memorandum and articles of association and
                  evidence that the person signing the Form of Tender is duly
                  authorised by the Tenderer;

                  in a sealed envelope marked "Lough Mahon Tender" to Arthur Cox
                  (Reference DD/AL) at their office at Earlsfort Centre,
                  Earlsfort Terrace, Dublin 2 to reach their office before 12:00
                  noon on Wednesday, 30th June 2004 (the "Tender Date").
                  Responsibility for submission of tenders prior to the Tender
                  Date shall rest with the Tenderer.

2.    CONSIDERATION OF TENDERS

      (a)   No tender expressed to be made "in trust" or "as agent" without
            disclosing the name of the principal will be considered.

      (b)   No conditional tenders will be considered.

      (c)   No tenders where the Purchase Price is linked to or calculated by
            reference to any other tender will be considered.

      (d)   The Vendor shall not be obliged to accept the highest or any tender.

      (e)   The Vendor shall be entitled to accept any tender prior to the
            Acceptance Date.

      (f)   The Vendor may withdraw from the Tender process at any time prior to
            giving a Notice of Acceptance in accordance with clause 4 hereof
            without explanation or liability to any tendering party whatsoever.

      (g)   Any alterations made to the terms and conditions of the within
            Tender shall at the option of the Vendor render such tender invalid.

                                        6

<PAGE>

      (h)   The Tenderer is not entitled to participate in or review or seek any
            further information in relation to the Vendor's consideration of the
            tenders.

3.    WITHDRAWAL

      (a)   Each Tender will remain open for acceptance until such time as it
            has been withdrawn.

      (b)   This Tender may not be withdrawn and may be accepted at any time
            before 5:00 p.m. on Wednesday 7th July 2004 (the "Acceptance Date").

4.    ACCEPTANCE

      (a)   Notice of acceptance of a tender (an "Acceptance Notice") shall be
            delivered by post, hand or fax transmission to the successful
            Tenderer's Solicitor's office at or before the Acceptance Date. On
            such delivery a contract for the sale and purchase of the property
            described in the attached Particulars subject to these Conditions of
            Tender (the "Tender Conditions") and in accordance with the attached
            Form of Tender, Special Conditions and General Conditions of Sale
            shall exist between and bind the Vendor and successful Tenderer (the
            "Purchaser").

      (b)   On conclusion of the contract referred to at Tender Condition 4(a)
            above Arthur Cox shall cash the bank draft submitted with this
            tender and hold such funds as stakeholders in accordance with the
            attached Conditions of Sale.

      (c)   The Purchaser shall within 5 Working Days (as defined by the
            attached General Conditions) after the date of delivery of an
            Acceptance Notice pay to Arthur Cox by way of a bank draft a further
            sum equal to 10% of the Purchase Price which sum together with the
            bank draft submitted with this tender will be held by Arthur Cox as
            stakeholders in accordance with the attached General Conditions of
            Sale. Time shall be of the essence in this regard and the failure by
            the Purchaser to comply with this Tender Condition 4(c) shall
            constitute a failure to pay the full deposit within the meaning of
            General Condition 31 of the attached General Conditions of Sale and
            a failure to comply with the attached General Conditions of Sale for
            the purposes of General Condition 41.

      (d)   In the event of the Vendor terminating the Sale for breach of Tender
            Condition 4(c) the initial deposit of 5% shall be forfeited and the
            provisions of General Condition 41 of the attached General
            Conditions of Sale shall apply.

      (e)   For the purpose of the attached General Conditions of Sale:

            (i)    "Closing Date" means 30th September 2004;

            (ii)   "Date of Sale" means the date of delivery of a notice of
                   acceptance of a tender;

            (iii)  "Memorandum" means the transaction evidenced by the attached
                   Form of Tender, these Conditions of Tender and the attached
                   Special Conditions and General Conditions of Sale;

            (iv)   "Particulars" means the particulars and tenure attached
                   hereto;

            (v)    "Purchase Price" means the Purchase Price as set out in the
                   Form of Tender;

            (vi)   "Purchaser" means the Tenderer whose tender has been
                   accepted;

            (vii)  "Sale" means the transaction evidenced by the attached Form
                   of Tender, these Conditions of Tender and the attached
                   Special Conditions and General Conditions of Sale;

            (viii) "Vendor" means the person named as Vendor in the Form of
                   Tender attached

                                        7

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5.    UNACCEPTED TENDERS

            Arthur Cox will return the uncashed bank drafts to the unsuccessful
            tenderers (at the risk of the unsuccessful tenderers) by hand or
            post as soon as the successful tender has been accepted or
            immediately following the Acceptance Date, whichever is the earlier,
            but without payment of interest, costs or compensation.

6.    GENERALLY

            (a)   In no circumstances shall the Vendor, its advisers,
                  consultants, contractors, servants or agents incur any
                  liability to the Tenderer arising out of or in respect of this
                  Tender.

            (b)   Irish law is applicable to this tender and the Irish courts
                  shall have exclusive jurisdiction in relation to any disputes
                  arising from this tender.

            (c)   The caption headings used in the Tender Conditions, the
                  Particulars and the Special Conditions shall be disregarded in
                  the interpretation thereof.

                                        8

<PAGE>

                             PARTICULARS AND TENURE

ALL THAT AND THOSE the hereditaments and premises comprised in Folio 75716F
County Cork

HELD in fee simple.

                                        9
<PAGE>

                               SPECIAL CONDITIONS

1.    Save where the context otherwise requires or implies or the text hereof
      expresses to the contrary, the definitions and provisions as to
      interpretation set forth in the within General Conditions shall be applied
      for the purposes of these Special Conditions.

2.    The said General Condition shall:

      (a)   apply to the sale insofar as the same are not hereby altered or
            varied and these Special Conditions shall prevail in case of any
            conflict between them and the General Conditions;

      (b)   be read and construed without regard to any amendment therein,
            unless such amendment shall be referred to specifically in these
            Special Conditions.

3.    Value Added Tax

      (a)   In this Special Condition:

            "VAT" means Value Added Tax;
            "VAT Act" means the Value Added Tax Act 1972 (as amended) and
            related VAT regulations;
            "Interest" has the meaning attributed to an "interest" in Section
            4(1)(b) of the VAT Act;

      (b)   Subject as may be provided in any other sub-clause of this Condition
            3, the Purchaser shall pay to the Vendor the amount of any VAT as
            shall be exigible in relation to the Sale, same to calculated in
            accordance with the provisions of the VAT Act and the Purchaser
            shall pay this amount to the Vendor on the later of the completion
            of the Sale or where an invoice is required to be issued by the
            Vendor in accordance with the provisions of the VAT Act on delivery
            of such invoice to the Purchaser.

4.    The title to the premises in sale shall be comprised in certified copy
      Folio 75716F of the Register County Cork.

5.    The Purchaser shall be furnished on closing with a certified copy of the
      Land Registry Instrument D2000CK0151852, in respect of the ESB substation,
      which has been erected on the site in sale. No objection shall be made or
      requisition raised by the Purchaser in relation to the said ESB substation
      or any matters pertaining thereto.

6.    Omitted.

7.    All lighting and heating / ventilation systems currently serving the main
      factory floor are excluded from this sale and Vendor shall be entitled to
      remove the same from the subject property when it vacates the property.

8.    The Trade Effluent Discharge License referred to at No. 6 of the Documents
      Schedule hereto, and all matters pertaining thereto is disclosed to the
      purchaser. No objection shall be made or requisition raised by the
      Purchaser in relation to the said Licence or any matters pertaining
      thereto and the provisions of General Condition 15 and General Condition
      17 are hereby amended accordingly.

9.    The Purchaser herby agrees and accepts that no statement measurement,
      calculation, account or description contained in any newspaper,
      advertisement or any other document or video or contained in any brochure
      handout or any other document in respect of the Property shall constitute
      a representation inducing the Purchaser to enter into this sale or any
      warranty forming part of this Agreement and that any statement,
      description, calculation etc. contained in any such particulars or any
      form are for illustration purposes only and not taken as matters of fact
      and that any mis-statement, mis-description or incorrect statement,
      measurement, calculation otherwise given verbally or in the form of any
      printed particulars shall not give rise to any cause of action or claim
      for compensation against the Vendor, its employees or agents nor to any
      right of rescission under this Tender. This Agreement constitutes the
      entire agreement between the parties and supercedes all prior
      representations, communication, negotiations and understandings concerning
      the subject matter of this Agreement and the parties hereto acknowledge
      that they have not relied on any representation in respect of the subject
      matter hereof except as expressly set out in the Agreement. General
      Conditions 33(c) and (d) are deleted and shall not apply.

                                       10
<PAGE>

NOTE  These General Conditions are not to be altered or deleted other than by
      way of Special Condition. A Special Condition altering or deleting a
      General Condition should give the reason for such variation, unless
      manifestly evident.

      Special Conditions should be utilised in instances where it is required to
      adopt Recommendations or Advices of the Law Society or of any Committee
      associated with it, where such Recommendations or Advices are at variance
      with provisions expressed in the General Conditions.

                           GENERAL CONDITIONS OF SALE

                                  DEFINITIONS

1.    In these General Conditions:

      "Conditions" means the attached Special Conditions and these General
      Conditions

      "Documents Schedule", "Searches Schedule" and "Special Conditions" mean
      respectively the attached Documents Schedule, Searches Schedule and
      Special Conditions.

      "Memorandum" means the Memorandum of Agreement on Page 1 hereof

      "Particulars" means the Particulars and Tenure on Page 2 hereof and any
      extension of the same

      "Purchaser" means the party identified as such in the Memorandum

      "Sale" means the transaction evidenced by the Memorandum, the Particulars
      and the Conditions

      "Subject Property" means the property or interest in property which is the
      subject of the Sale

      "Vendor" means the party identified as such in the Memorandum.

2.    In the Conditions save where the context otherwise requires or implies:

      "Apportionment Date" means either (a) the later of (i) the Closing Date
      (as defined hereunder) and (ii) such subsequent date from which delay in
      completing the Sale shall cease to be attributable to default on the part
      of the Vendor or (b) in the event of the Vendor exercising the right
      referred to in Condition 25 (a)(ii) hereunder, the date of actual
      completion of the Sale or (c) such other date as may be agreed by the
      Vendor and the Purchaser to be the Apportionment Date for, the purpose of
      this definition

      "Assurance" means the document or documents whereby the Sale is to be
      carried into effect

      "Closing Date" means the date specified as such in the Memorandum, or, if
      no date is specified, the first Working Day after the expiration of five
      weeks computed from the Date of Sale

      "Competent Authority" includes the State, any Minister thereof, Government
      Department, State Authority, Local Authority, Planning Authority, Sanitary
      Authority, Building Control Authority, Fire Authority, Statutory
      Undertaker or any Department, Body or person by statutory provision or
      order for the time being in force authorised directly or indirectly to
      control, regulate, modify or restrict the development, use or servicing of
      land or buildings, or empowered to acquire land by compulsory process

      "Date of Sale" means the date of the auction when the Sale shall have been
      by auction, and otherwise means the date upon which the contract for the
      Sale shall have become binding on the Vendor and the Purchase

      "Development" has the meaning ascribed to it by the Local Government
      (Planning and Development Act) 1963 or by the Planning and Development
      Act, 2000 which ever meaning shall be applicable to the circumstances

      "Lease" includes (a) a fee farm grant and every contract (whether or not
      in writing or howsoever effected, derived or evidenced) whereby the
      relationship of Landlord and Tenant is or is intended to be created and

                                       11
<PAGE>

      whether for any freehold or leasehold estate or interest and (b) licences
      and agreements relating to the occupation and use of land, cognate words
      being construed accordingly

      "Non-Title Information Sheet" means the Non-Title Information sheet
      attached hereto

      "Planning Legislation" means the Local Government (Planning and
      Development) Acts 1963 to 1999, the Planning and Development Act, 2000,
      Building Bye Laws, the Building Control Act 1990, and all regulations made
      under those Acts

      "Purchased Chattels" means such chattels, fittings, tenant's fixtures and
      other items as are included in the Sale

      "Purchase Price" means the Purchase Price specified in the Memorandum
      PROVIDED HOWEVER that, if the Sale provides for additional moneys to be
      paid by the Purchaser for goodwill, crops or Purchased Chattels, the
      expression "Purchase Price" shall be extended to include such additional
      moneys

      "Requisitions" include Requisitions on the title or titles as such of the
      Subject Property and with regard to rents, outgoings, rights, covenants,
      conditions, liabilities (actual or potential), planning and kindred
      matters and taxation issues material to such property

      "Stipulated Interest Rate" means the interest rate specified in the
      Memorandum, or, if no rate is so specified, such rate as shall equate to 4
      per centum per annum above the Court Rate obtaining pursuant to Section
      22, Courts Act, 1981 and ruling at the date from which interest is to run

      "Working Day" does not include any Saturday or Sunday or any Bank or
      Public Holiday or any of the seven days immediately succeeding Christmas
      Day.

                                 INTERPRETATION

3.    In the Conditions save where the context otherwise requires or implies:

      Words importing the masculine gender only include the feminine, neuter and
      common genders, and words importing the singular number only include the
      plural number and vice versa

      The words "Vendor" and "Purchaser" respectively include (where
      appropriate) parties deriving title under them or either of them and shall
      apply to any one or more of several Vendors and Purchasers as the case may
      be and so that the stipulations in the Conditions contained shall be
      capable of being enforced on a joint and several basis

      Any condition (or, as the case may be, any part of any condition) herein
      contained, not going to the root of the Contract, which shall be or become
      void, illegal or invalid or shall contravene any legislation for the time
      being in force, shall, while the same shall continue to be void, illegal,
      invalid, or so in contravention be deemed to have been severed and omitted
      from the Conditions PROVIDED HOWEVER that neither its inclusion in the
      first instance nor its deemed severance and omission as aforesaid shall
      prejudice the enforceability of the Conditions nor affect or curtail the
      other stipulations and provisions herein set forth

      Unless the contrary appears, any reference hereunder:

      (a)   to a particular Condition shall be to such of these General
            Conditions of Sale as is identified by said reference

      (b)   to a Statute or Regulation or a combination of Statutes or
            Regulatioris shall include any extension, amendment, modification or
            re-enactment thereof, and any Rule, Regulation, Order or Instrument
            made thereunder, and for the time being in force

      Headings and marginal notes inserted in the Conditions shall not affect
      the construction thereof nor shall the same have any contractual
      significance.

                                       12
<PAGE>

                                     AUCTION

4.    Where the Sale is by auction, the following provisions shall apply:

      (a)   the Vendor may divide the property set forth in the Particulars into
            lots and sub-divide, consolidate or alter the order of sale of any
            lots

      (b)   there shall be a reserve price for the Subject Property whether the
            same shall comprise the whole or any part of the property set forth
            in the Particulars and the Auctioneer may refuse to accept any bid.
            If any dispute shall arise as to any bidding the Auctioneer shall
            (at his option) either determine the dispute or again put up the
            property in question at the last undisputed bid. No person shall
            advance at a bidding a sum less than that fixed by the Auctioneer,
            and no accepted bid shall be retracted. Subject to the foregoing,
            the highest accepted bidder shall be the Purchaser

      (c)   the Vendor may:

            (i)   bid himself, or by an agent, up to the reserve price

            (ii)  withdraw the whole of the property set forth in the
                  Particulars or, where such property has been divided into
                  lots, withdraw any one or more of such lots at any time before
                  the same has been sold without disclosing the reserve price

            (d)   the Purchaser shall forthwith pay to the Vendor's Solicitor as
                  stakeholder a deposit of ten per centum (10%) of the Purchase
                  Price in part payment thereof, and shall execute an agreement
                  in the form of the Memorandum to complete the purchase of the
                  Subject Property in accordance with the Conditions.

                               PRIVATE TREATY SALE

5.    Where the sale is by private treaty, the following provisions shall apply:

      (a)   the Purchaser shall, on or before the Date of Sale, pay to the
            Vendor's Solicitor a deposit of the amount stated in the Memorandum
            in part payment of the Purchase Price, which deposit is, with effect
            on and from the Date of Sale, to be held by the said Solicitor as
            stakeholder

      (b)   if notwithstanding Condition 5(a) a part of such deposit has been or
            is paid to any other person appointed or nominated by the Vendor,
            that other person, with effect as from the Date of Sale, shall be
            deemed to receive or to have received said part as stakeholder

      (c)   any moneys paid by way of deposit by or on behalf of the Purchaser
            prior to the Date of Sale to the Vendor's Solicitor or to any such
            other person as aforesaid shall, up to the Date of Sale, be held by
            the recipient thereof as trustee for the Purchaser.

              THE FOLLOWING CONDITIONS APPLY WHETHER THE SALE IS BY
                          AUCTION OR BY PRIVATE TREATY

                    PURCHASER ON NOTICE OF CERTAIN DOCUMENTS

6.    The documents specified in the Documents Schedule or copies thereof have
      been available for inspection by the Purchaser or his Solicitor prior to
      the Date of Sale. If all or any of the Subject Property is stated in the
      Particulars or in the Special Conditions to be held under a lease or to be
      subject to any covenants, conditions, rights, liabilities or restrictions,
      and the lease or other document containing the same is specified in the
      Documents Schedule, the Purchaser, whether availing of such opportunity of
      inspection or not, shall be deemed to have purchased with full knowledge
      of the contents thereof, notwithstanding any partial statement of such
      contents in the Particulars or in the Conditions.

                                       13
<PAGE>

                                DELIVERY OF TITLE

7.    Within seven Working Days from the Date of Sale, the Vendor shall deliver
      or send by post to the Purchaser or his Solicitor copies of the documents
      necessary to vouch the. title to be shown in accordance with the
      Conditions.

                                      TITLE

8.    (a)   The Title to be shown to the Subject Property shall be such as is
            set forth in the Special Conditions

      (b)   Where the title to be shown to the whole or any part of the Subject
            Property is based on possession, the Vendor shall, in addition to
            vouching that title and dealing with such further matters as are
            required of him by the Conditions, furnish to the Purchaser on or
            before completion of the Sale a certificate from the Revenue
            Commissioners to the effect (i) that the Subject Property or (as the
            case may be) such part of the same as aforesaid is not charged with
            any of the taxes covered by the provisions of Section 146, Finance
            Act, 1994 as amended by Section 128 Finance Act, 1996 or (ii) that
            the Revenue Commissioners are satisfied that any such charge will be
            discharged within a time considered by them to be reasonable

      (c)   Save as stipulated in the Special Conditions the Vendor shall, prior
            to or at the completion of the Sale, discharge all mortgages and
            charges for the payment of money (other than items apportionable
            under Condition 27(b)) which affect the Subject Property.

                                 FOREIGN VENDOR

9.    Where the Vendor is a company, corporation, association or other similar
      entity incorporated, formed or established outside the State, the Vendor
      shall disclose this fact in the Special Conditions.

                                 LEASEHOLD TITLE

10.   (a)   Where any of the Subject Property is held under a lease, the
            Purchaser shall not call for or investigate the title of the grantor
            or lessor to make the same, but shall conclusively assume that it
            was well and validly made, and is a valid and subsisting lease.

      (b)   Where any of the Subject Property is stated to be held under a lease
            or an agreement therefor then:

            (i)   no Objection or Requisition shall be made or indemnity
                  required on account of such lease or agreement being (if such
                  is the case) a sublease or agreement therefor, or on account
                  of any superior lease comprising other property apart from the
                  Subject Property or reserving a larger rent, or on the ground
                  of any superior owner not having concurred in any
                  apportionment or exclusive charge of rent

            (ii)  no Objection or Requisition shall be made by reason of any
                  discrepancy between the covenants, conditions and provisions
                  contained in any sublease and those in any superior lease,
                  unless such as could give rise to forfeiture or a right of
                  re-entry

            (iii) the production of the receipt for the last gale of rent
                  reserved by the lease or agreement therefor, under which the
                  whole or any part of the Subject Property is held, (without
                  proof of the title or authority of the person giving such
                  receipt) shall (unless the contrary appears) be accepted as
                  conclusive evidence that all rent accrued due has been paid
                  and all covenants and conditions in such lease or agreement
                  and in every (if any) superior lease have been duly performed
                  and observed or any breaches thereof (past or continuing)
                  effectively waived or sanctioned up to the actual completion
                  of the Sale, whether or not it shall appear that the lessor or
                  reversioner was aware of such breaches. If the said rent (not
                  being a rack rent) shall not have been paid in circumstances
                  where the party entitled to receive the same is not known to
                  the Vendor, or if the Subject Property is indemnified against
                  payment of rent, the production of a

                                       14
<PAGE>

                  Statutory Declaration so stating shall (unless the contrary
                  appears) be accepted as such conclusive evidence, provided
                  that the Declaration further indicates that no notices or rent
                  demands have been served on or received by the Vendor under
                  the lease or agreement on foot of which the Subject Property
                  is held; that the Vendor has complied with all the covenants
                  (other than those in respect of payment of rent) on the part
                  of the lessee and the conditions contained in such lease or
                  agreement, and that he is not aware of any breaches thereof
                  either by himself or by any of his predecessors in title

            (iv)  if any of the Subject Property is held under a lease or
                  agreement for lease requiring consent to alienation, the
                  Vendor shall apply for and endeavour to obtain such consent,
                  and the Purchaser shall deal expeditiously and constructively
                  with and shall satisfy all reasonable requirements of the
                  lessor in relation to the application therefor, but the Vendor
                  shall not be required to institute legal proceedings to
                  enforce the issue of any such consent or otherwise as to the
                  withholding of the same. If such consent shall have been
                  refused or shall not have been procured and written evidence
                  of the same furnished to the Purchaser on or before the
                  Closing Date, or if any such consent is issued subject to a
                  condition, which the Purchaser on reasonable grounds refuses
                  to accept, either party may rescind the Sale by seven days
                  prior notice to the other.

                                   PRIOR TITLE

11.   (a)   The title to the Subject Property prior to the date of the
            instrument specified in the Special Conditions as the commencement
            of title, whether or not appearing by recital, inference or
            otherwise, shall not be required, objected to or investigated.

      (b)   In the case of registered freehold or leasehold land registered
            under the Registration of Title Acts, 1891 to 1942 or the
            Registration of Title Act, 1964 the provisions of subparagraph (a)
            of this Condition shall apply without prejudice to Sections 52 and
            115 of the last mentioned Act and shall not disentitle the Purchaser
            from investigating the possibility of there having been a voluntary
            disposition on the title within the period of twelve years
            immediately preceding the Date of Sale or a disposition falling
            within Section 121, Succession Act, 1965 as extended by Section 25
            (5), Family Law Act, 1995 and the Vendor shall be required to deal
            with all points properly taken in or arising out of such
            investigation.

                               INTERMEDIATE TITLE

12.   Where in the Special Conditions it is provided that the title is to
      commence with a particular instrument and then to pass to a second
      instrument or to a specified event, the title intervening between the
      first instrument and the second instrument or the specified event,
      'whether or not appearing by recital, inference or otherwise, shall not be
      required, objected to or investigated.

                                 REGISTERED LAND

13.   Where all or any of the Subject Property consists of freehold or leasehold
      registered land registered under the Registration of Title Acts, 1891 to
      1942 ("the Acts of 1891 to 1942") or the Registration of Title Act, 1964
      ("the Act of 1964") then:

      (a)   if the registration is subject to equities under the Acts of 1891 to
            1942, the Purchaser shall not require the equities to be discharged,
            but the Vendor shall, with the copy documents to be delivered or
            sent in accordance with Condition 7, furnish sufficient evidence of
            title prior to first registration or otherwise to enable the
            Purchaser to procure their discharge

      (b)   if the registration is with a possessory title under the Act of 1964
            the Purchaser shall not require the Vendor to be registered with an
            absolute title, but the Vendor shall, with the copy documents to be
            delivered or sent in accordance with Condition 7, furnish sufficient
            evidence of the title prior to such registration or otherwise to
            enable the Purchaser to be registered with an absolute title

      (c)   the Vendor shall, with the copy documents to be delivered or sent in
            accordance with Condition 7, furnish to the

                                       15
<PAGE>

            Purchaser a copy of the Land Registry Folio or Folios relating to
            the Subject Property written up-to-date (or as nearly as practicable
            up-to-date), together with a copy of the relevant Land Registry map
            or file plan

      (d)   the Vendor shall furnish a Statutory Declaration, by some person
            competent to make it, confirming that there are not in. existence
            any burdens which under the Act of 1964 affect registered land
            without registration, save such (if any) as are specifically
            mentioned in the Particulars or the Special Conditions

      (e)   if the Land Certificate has been issued to the Land Commission or if
            no such Certificate has been issued, the Purchaser shall not be
            entitled to require such Certificate to be produced, handed over on
            completion or issued

      (f)   the Purchaser shall procure himself to be registered as owner of the
            Subject Property at his own expense

      (g)   in the event of the Subject Property being subject to a Land
            Purchase Annuity the Vendor shall, prior to completion, redeem the
            same or (as the case may be) such proportion thereof as may be
            allocated to the Subject Property

      (h)   where the Subject Property is part only of the lands in a Folio, the
            Vendor shall (i) do everything within the reasonable power or
            procurement of the Vendor to satisfy within a reasonable time any
            Land Registry mapping queries arising on the registration of the
            Assurance to the Purchaser so far as it affects that land, and (ii)
            pay and discharge any outlay to the Land Registry which ought
            properly to be paid by the Vendor, including additional fees
            attributable to default on the part of the Vendor.

                                    IDENTITY

14.   The Purchaser shall accept such evidence of identity as may be gathered
      from the descriptions in the documents of title plus (if circumstances
      require) a statutory declaration to be made by a competent person, at the
      Purchaser's expense, that the, Subject Property has been held and enjoyed
      for at least twelve years in accordance with the title shown. The Vendor
      shall be obliged to furnish such information as is in his possession
      relative to the identity and extent of the Subject Property, but shall not
      be required to define exact boundaries, fences, ditches, hedges or walls
      or to specify which (if any) of the same are of a party nature, nor shall
      the Vendor be required to identify parts of the Subject Property held
      under different titles.

              RIGHTS - LIABILITIES - CONDITION OF SUBTECT PROPERTY

15.   The Vendor shall disclose before the Date of Sale, in the Particulars the
      Special Conditions or otherwise, all easements, rights, reservations,
      exceptions, privileges, covenants, restrictions, rents, taxes and other
      liabilities (not already known to the Purchaser or apparent from
      inspection) which are known by the Vendor to affect the Subject Property
      and are, likely to affect it following completion of the Sale.

16.   Subject to Condition 15, the Purchaser shall be deemed to buy:

      (a)   with full notice of the actual state and condition of the Subject
            Property

            and

      (b)   subject to (i) all leases (if any) mentioned in the Particulars or
            in the Special Conditions and (ii) all easements, rights,
            reservations, exceptions, privileges, covenants, restrictions,
            rents, taxes, liabilities, outgoings and all incidents of tenure
            affecting the Subject Property.

                                  REQUISITIONS

17.   The Purchaser shall, within fourteen Working Days after the later of (i)
      the Date of Sale or (ii) the delivery of the copy documents of title in
      accordance with Condition 7, send to the Vendor's Solicitor a written
      statement of his Objections (if any) on the title and his Requisitions.
      Any Objection or Requisition not made within the time aforesaid and not
      going to the root of the title shall be deemed to have been waived. The

                                       16
<PAGE>

      Vendor's Replies to any Objections or Requisitions shall be answered by
      the. Purchaser in writing within seven Working Days after the delivery
      thereof and so on toties quoties, and, if not so answered, shall be
      considered to have been accepted as satisfactory. In all respects time
      shall be deemed to be of the essence of this Condition.

      If the Purchaser shall make and insist on any Objection or Requisition as
      to the title, the Assurance to him or any other matter relating or
      incidental to the Sale, which the Vendor shall, on the grounds of
      unreasonable delay or expense or other reasonable ground, be unable or
      unwilling to remove or comply with, the Vendor shall be at liberty
      (notwithstanding any intermediate negotiation or litigation or attempts to
      remove or comply with the same) by giving to the Purchaser or his
      Solicitor not less than five Working Days notice to rescind the Sale. In
      that case, unless the Objection or Requisition in question shall in the
      meantime have been withdrawn, the Sale shall be rescinded at the
      expiration of such notice.

                                    SEARCHES

19.   The Purchaser shall be furnished with the searches (if any) specified in
      the Searches Schedule and any searches already in the Vendor's possession,
      which are relevant to the title or titles on offer. Any other searches
      required by the Purchaser must be obtained by him at his own expense.
      Where the Special Conditions provide that the title shall commence with a
      particular instrument and then pass to a second instrument or to a
      specified event, the Vendor shall not be obliged to explain and discharge
      any act which appears on a search covering the period between such
      particular instrument and the date of the second instrument or specified
      event, unless same goes to the root of the title. Subject as aforesaid the
      Vendor shall explain and discharge any acts appearing on Searches covering
      the period from the date stipulated or implied for the commencement of the
      title to the date of actual completion.

                                    ASSURANCE

20.   (a)   On payment of all moneys payable by him in respect of the Sale, and
            subject to the provisions of Section 980, Taxes Consolidation Act,
            1997, and (if relevant) to those contained in Section 107, Finance
            Act, 1993 (in relation to Residential Property Tax), the Purchaser
            shall be entitled to a proper Assurance of the Subject Property from
            the Vendor and all other (if any) necessary parties, such Assurance
            to be prepared by and at the expense of the Purchaser. The draft
            thereof shall be submitted to the Vendor's Solicitor not less than
            seven Working Days, and the engrossment not less than four Working
            Days, before the Closing Date. The delivery of the said draft or
            engrossment shall not prejudice any outstanding Objection or
            Requisition validly made.

      (b)   If the Stamp Duty (Particulars to be Delivered) Regulations, 1995
            apply to the Sale, the Vendor shall, on or before handing over the
            Assurance, furnish to the Purchaser the Form referred to in such
            Regulations duly completed in accordance therewith.

                                VACANT POSSESSION

21.   Subject to any provision to the contrary in the Particulars or in the
      Conditions or implied by the nature of the transaction, the Purchaser
      shall be entitled to vacant possession of the Subject Property on
      completion of the Sale.

                                     LEASES

22.   Where the Subject Property is sold subject to any lease, a copy of the
      same (or, if the provisions thereof have not been reduced to writing, such
      evidence of its nature and terms as the Vendor shall be able to supply)
      together with copies of any notices in the Vendor's possession served by
      or on the lessee (and of continuing and material relevance) shall, prior
      to the Sale, be made available for inspection by the Purchaser or his
      Solicitor.

                                       17
<PAGE>

23.   Unless the Special Conditions, provide to the contrary, the Purchaser
      shall be entitled to assume that, at the Date of Sale, the lessee named in
      any such Lease (as is referred to in Condition 22) is still the lessee;
      that there has been no variation in the terms and conditions of said Lease
      (other than such as may be evident from an inspection of the Subject
      Property or apparent from the Particulars or the documents furnished to
      the Purchaser prior to the Sale), and that the said terms and conditions
      (save those pertaining to the actual state and condition of the Subject
      Property) have been complied with.

                             COMPLETION AND INTEREST

24.   (a)   The Sale shall be completed and the balance of the Purchase Price
            paid by the Purchaser on or before the Closing Date.

      (b)   Completion shall take place at the Office of the Vendor's Solicitor.

25.   (a)   If by reason of any default on the part of the Purchaser, the
            purchase shall not have been completed on or before the later of (a)
            the Closing Date or (b) such subsequent date whereafter delay in
            completing shall not be attributable to default on the part of the
            Vendor

            (i)   the Purchaser shall pay interest to the Vendor on the balance
                  of the Purchase Price remaining unpaid at the Stipulated
                  Interest Rate for the period between the Closing Date (or as
                  the case may be such subsequent date as aforesaid) and the
                  date of actual completion of the Sale. Such interest shall
                  accrue from day to day and shall be payable before and after
                  any judgment and

            (ii)  the Vendor shall in addition to being entitled to receive such
                  interest, have the right to take the rents and profits less
                  the outgoings of the Subject Property up to the date of the
                  actual completion of the Sale

      (b)   If the Vendor by reason of his default shall not be able, ready and
            willing to complete the Sale on the Closing Date he shall thereafter
            give to the Purchaser at least five Working Days prior notice of a
            date upon which he shall be so, able ready and willing and the
            Purchaser shall not before the expiration of that notice be deemed
            to be in default for the purpose of this Condition provided that no
            such notice shall be required if the Vendor is prevented from being
            able and ready to complete or to give said notice by reason of the
            act or default of the Purchaser

      (c)   The Vendor shall not be entitled to delay completion solely because
            of a dispute between the parties with regard to liability for such
            interest or as to the amount of interest payable PROVIDED ALWAYS
            that such completion and the delivery of any Assurance on foot of
            these Conditions shall be had strictly without prejudice to the
            right of the Vendor to pursue his claim for interest.

26.   The submission of an Apportionment Account made up to a particular date or
      other corresponding step taken in anticipation of completing the Sale
      shall not per se preclude the Vendor from exercising his rights under the
      provisions of Condition 25 and in the event of such exercise the said
      Apportionment Account or the said other corresponding step shall (if
      appropriate) be deemed not to have been furnished or taken, and the Vendor
      shall be entitled to furnish a further Apportionment Account.

                          APPORTIONMENT AND POSSESSION

27.   (a)   Subject to the stipulations contained in the Conditions, the
            Purchaser, on paying the Purchase Price shall be entitled to vacant
            possession of the Subject Property or (as the case may be) the rents
            and profits thereout with effect from the Apportionment Date

      (b)   All rents, profits, rates, outgoings and moneys (including rent,
            outgoings and money payable in advance but not including impositions
            derived from hypothecation) referable to the Subject Property shall
            for the purpose of this Condition, be apportioned (whether
            apportionable by law or not) on a day to day basis as at the
            Apportionment Date, up to which the liability for or the entitlement
            to the same shall (subject to apportionment as aforesaid to accord
            with the position, obtaining as to moneys paid or due at such date)
            be for the account of the Vendor and thereafter for that of the
            Purchaser provided that if

                                       18
<PAGE>

            completion shall have been delayed through the default of the Vendor
            the Purchaser may opt for apportionment under this Condition as at
            the Closing Date or at the date at which the Purchaser (if also in
            default) shall have ceased to have been so in default whichever
            shall be the later

      (c)   In the implementation of this Condition the Vendor shall be regarded
            as being the owner of the Subject Property until midnight on such
            date as is appropriate for apportionment purposes

      (d)   The balance of the Purchase Price shall (where appropriate) be
            adjusted upwards or downwards to accommodate apportionments
            calculated pursuant to this Condition and. the expression "balance
            of the Purchase Price" where used in the Conditions shall be
            construed accordingly

      (e)   To the extent that same shall be unknown at the Apportionment Date
            (or shall not then be readily ascertainable) amounts to be
            apportioned hereunder, including any amount apportionable pursuant
            to Condition 27(f), shall be apportioned provisionally on a fair
            estimate thereof, and, upon ascertainment of the actual figures, a
            final apportionment shall be made, and the difference between it and
            the provisional apportionment shall be refunded by the Vendor or the
            Purchaser (as the case may be) to the other within ten Working Days
            of the liable party becoming aware of the amount of such difference

      (f)   Excise and kindred duties payable in respect of the Subject Property
            or any licence attached thereto shall be apportioned on a day to day
            basis as at the Apportionment Date up to which the liability for the
            same shall be for the account of the Vendor and thereafter for that
            of the Purchaser and Condition 27 (c) shall apply for the purposes
            of such apportionment.

                           SECTION 45, LAND ACT, 1965

28.   Where Section 45, Land Act, 1965 applies, the Purchaser shall, at his own
      expense, procure any such Certificate or Consent as may be necessary
      thereunder for the vesting of the Subject Property in him or his nominee
      and the Sale is not conditional upon such consent being obtained

                             COMPULSORY REGISTRATION

29.   (a)   If all or any of the Subject Property is unregistered land the
            registration of which was compulsory prior to the Date of Sale the
            Vendor shall be obliged to procure such registration prior to
            completion of the Sale

      (b)   If all or any of the Subject Property is unregistered land, the
            registration of which shall become compulsory at or subsequent to
            the Date of Sale, the Vendor shall not be under any obligation to
            procure such registration but shall at or prior to such completion
            furnish to the Purchaser a Map of the Subject Property complying
            with the requirements of the Land Registry as then recognised and
            further the Vendor shall, if so requested within two years after
            completion of the Sale, by and at the expense of the Purchaser,
            supply any additional information, which he may reasonably be able
            to supply, and produce and furnish any documents in his possession
            that may be required to effect such registration.

                        SIGNING "IN TRUST' OR "AS AGENT"

30.   A Purchaser who signs the Memorandum "in Trust", "as Trustee" or "as
      Agent", or with any similar qualification or description without therein
      specifying the identity of the principal or other party for whom he so
      signs, shall be personally liable to complete the Sale, and to fulfil all
      such further stipulations on the part of the Purchaser as are contained in
      the Conditions, unless and until he shall have disclosed to the Vendor the
      name of his principal or other such party.

                                       19
<PAGE>

                             FAILURE TO PAY DEPOSIT

31.   The failure by the Purchaser to pay in full the deposit hereinbefore
      specified as payable by him shall constitute a breach of condition
      entitling the. Vendor to terminate the Sale or to sue the Purchaser for
      damages or both but such entitlement shall be without prejudice to any
      rights otherwise available to the Vendor.

32    In case a cheque taken for the deposit (having been presented and whether
      or not it has been re-presented) shall not have been honoured, then and on
      that account the Vendor may (without prejudice to any rights other-wise
      available to him) elect either:

      (a)   to treat the Contract evidenced by the Memorandum, the Particulars
            and the Conditions as having been discharged by breach thereof on
            the Purchaser's part

            or

      (b)   to enforce payment of the deposit as a deposit by suing on the
            cheque or otherwise.

                              DIFFERENCES - ERRORS

33.   (a)   In this Condition "error" includes any omission, non-disclosure,
            discrepancy, difference, inaccuracy, mis-statement or
            mis-representation made in the Memorandum, the Particulars or the
            Conditions or the Non-Title Information Sheet or in the course of
            any representation, response or negotiations leading to the Sale,
            and whether in respect of measurements, quantities, descriptions or
            otherwise

      (b)   The Purchaser shall be entitled to be compensated by the Vendor for
            any loss suffered by the Purchaser in his bargain relative to the
            Sale as a result of an error made by or on behalf of the Vendor
            provided however that no compensation shall be payable for loss of
            trifling materiality unless attributable to recklessness or fraud on
            the part of the Vendor nor in respect of any matter of which the
            Purchaser shall be deemed to have had notice under Condition 16(a)
            nor in relation to any error in a location or similar plan furnished
            for identification only

      (c)   Nothing in the Memorandum, the Particulars or the Conditions shall:

            (i)   entitle the Vendor to require the Purchaser to accept property
                  which differs substantially from the property agreed to be
                  sold whether in quantity, quality, tenure or otherwise, if the
                  Purchaser would be prejudiced materially by reason of any such
                  difference

                  or

            (ii)  affect the right of the Purchaser to rescind or repudiate the
                  Sale where compensation for a claim attributable to a material
                  error made by or on behalf of the Vendor cannot be reasonably
                  assessed

      (d)   Save as aforesaid, no error shall annul the Sale or entitle the
            Vendor or the Purchaser (as the case may be) to be discharged
            therefrom.

                  DOCUMENTS OF TITLE RELATING TO OTHER PROPERTY

34.   (a)   Documents of title relating to other property as well as to the
            Subject Property shall be retained by the Vendor or other person
            entitled to the possession thereof

      (b)   where the property is sold in lots, all documents of title relating
            to more than one lot shall be retained by the Vendor, until the
            completion of the Sales of all the lots comprised in such documents,
            and shall then (unless they also relate to any property retained by
            the Vendor) be handed over to such of the Purchasers as the Vendor
            shall consider best entitled thereto

                                       20
<PAGE>

      (c)   the Vendor shall give to the Purchaser (and where the property is
            sold in lots, to the Purchaser of each lot) certified copies of all
            documents retained under this Condition and pertinent to the title
            to be furnished (other than documents of record, of which plain
            copies only will be given)

      (d)   subject as hereinafter provided, the Vendor shall give the usual
            statutory acknowledgement of the right of production and undertaking
            for safe custody of all documents (other than documents of record)
            retained by him under this Condition and pertinent to the title to
            be furnished. Such acknowledgement and undertaking shall be prepared
            by and at the expense of the Purchaser.

      (e)   if the Vendor is retaining any unregistered land held wholly or
            partly under the same title as the Subject Property, the Assurance
            shall be engrossed in duplicate by and at the expense of the
            Purchaser, who shall deliver to the Vendor the Counterpart thereof,
            same having been stamped and registered and (if appropriate)
            executed by the Purchaser.

                              DISCLOSURE OF NOTICES

35.   Where prior to the Date of Sale

      (a)   any closing, demolition or clearance order

            or

      (b)   any notice for compulsory acquisition or any other notice (other
            than such other notice, details of which are required to be entered
            on the Planning Register pursuant to the requirements of Planning
            Legislation)

            made or issued by or at the behest of a Competent Authority in
            respect of the Subject Property and affecting the same at the Date
            of Sale has been notified or given to the Vendor (whether personally
            or by advertisement or posting on the Subject Property or in any
            other manner) or is otherwise known to the Vendor, or where the
            Subject Property is, at the Date of Sale, affected by any award or
            grant, which is or may be repayable by the Vendor's successor in
            title, then if the Vendor fails to show

            (i)   that, before the Date of Sale, the Purchaser received notice
                  or was aware of the matter in question

                  or

            (ii)  that the matter in question was apparent from inspection of
                  the Development Plan or the current or published Draft
                  Development Plan for the area within which the Subject
                  Property is situate

                  or

            (iii) that same is no longer applicable or material

                  or

            (iv)  that same does not prejudicially affect the value of the
                  Subject Property

                  or

            (v)   that the subject thereof can and will be dealt with fully in
                  the Apportionment Account the Purchaser may by notice given to
                  the Vendor rescind the Sale.

                                       21
<PAGE>

                                   DEVELOPMENT

36.   (a)   Unless the Special Conditions contain a stipulation to the contrary,
            the Vendor warrants:

            (i)   that there has been no Development of the Subject Property
                  since the 1st day of October, 1964, for which Planning
                  Permission or Building Bye-Law Approval was required by law

                  or

            (ii)  that all Planning Permissions and Building Bye-Law Approvals
                  required by law for the Development of the Subject Property as
                  at the Date of Sale were obtained (save in respect of matters
                  of trifling materiality), and that, where implemented, the
                  conditions thereof in relation to and specifically addressed
                  to such Development were complied with substantially

                  PROVIDED HOWEVER that the foregoing warranty shall not extend
                  to (and the Vendor shall not be required to establish) the
                  obtaining of approvals under the Building Bye-Laws or
                  compliance with such Bye-Laws in respect of Development or
                  works carried out prior to the 13th day of December, 1989
                  (this proviso being here inafter in Condition 36 referred to
                  as the "Proviso")

      (b)   unless the Special Conditions contain a stipulation to the contrary,
            the Vendor warrants in all cases where the provisions of the
            Building Control Act, 1990 or of any Regulation from time to time
            thereunder apply to the design or Development of the Subject
            Property or any part of the same or any activities in connection
            therewith, that there has been substantial compliance with the said
            provisions in so far as they pertained to such design, Development
            or activities

      (c)   the warranties referred to in (a) and (b) of this Condition shall
            not extend to any breach of provisions contained in Planning
            Legislation, which breach has been remedied or is no longer
            continuing at the Date of Sale.

      (d)   the Vendor shall prior to the Date of Sale make available to the
            Purchaser for inspection or furnish to the Purchaser copies of:

            (i)   all such Permissions and Approvals as are referred to in.
                  Condition 36 (a) other than in the Proviso

            (ii)  all Fire Safety Certificates and (if available) Commencement
                  Notices issued under Regulations made pursuant to the Building
                  Control Act, 1990, and referable to the Subject Property (such
                  Permissions, Approvals and Certificates specified in this
                  Condition 36(d) being hereinafter in Condition 36 referred to
                  as the "Consents")

                  and

            (iii) (Save where Development is intended to be carried out between
                  the Date of Sale and the date upon which the Sale shall be
                  completed) the documents referred to in Condition 36 (e)

      (e)   the Vendor shall, on or prior to completion of the Sale, furnish to
            the Purchaser

            (i)   written confirmation from the Local Authority of compliance
                  with all conditions involving financial contributions or the
                  furnishing of bonds in any such Consents (other than those
                  referred to in the Proviso) PROVIDED HOWEVER that where

                  the Development authorised by such Consents relates to a
                  residential housing estate of which the Development of the
                  Subject Property forms part

                  and

                  such Consents relate to the initial construction of a building
                  on the Subject Property

                                       22
<PAGE>

                  written confirmation from the Local Authority that the roads
                  and services abutting on the Subject Property have been taken
                  in charge by it shall be accepted as satisfactory evidence of
                  compliance, with such conditions, unless the said confirmation
                  discloses a requirement for payment of outstanding moneys

            (ii)  a Certificate or Opinion by an Architect or an Engineer (or
                  other professionally qualified person competent so to certify
                  or opine) confirming that, in relation to such Consents (save
                  those referred to in the Proviso)

                  - the same relate to the Subject Property

                  - (where applicable) the design of the buildings on the
                  Subject Property is in substantial compliance with the
                  Building Control Act, 1990 and the Regulations made thereunder

                  - the Development of the Subject Property has been carried out
                  in substantial compliance with such Consents

                  - all conditions (other than financial conditions) of such
                  Consents have been complied with substantially

                  and

                  - in the event of the Subject Property forming part of a
                  larger development, all conditions (other than financial
                  conditions) of such Consents which relate to the overall
                  development have been complied with substantially so far as
                  was reasonably possible in the context of such development as
                  at the date of such Certificate or Opinion

      (f)   (i)   where the Vendor has furnished Certificates or Opinions
                  pursuant to Condition 36 (e), the Vendor shall have no
                  liability on foot of the warranties expressed in Condition
                  36(a) or 36(b) or either of them in respect of any matter with
                  regard to which such Certificate or Opinion is erroneous or
                  inaccurate, unless the Vendor was aware at the Date of Sale
                  that the same contained any material error or inaccuracy

            (ii)  if, subsequent to the Date of Sale and prior to the completion
                  thereof, it is established that any such Certificate or
                  Opinion is erroneous or inaccurate,

                  then, if the Vendor fails to show

                  that before the Date of Sale the Purchaser was aware of the
                  error or inaccuracy

                  or

                  that same is no longer relevant or material

                  or

                  that same does not prejudicially affect the value of the
                  Subject Property

                  the Purchaser may by notice given to the Vendor rescind the
                  Sale.

                                   RESCISSION

37.   Upon rescission of the Sale in accordance with any of the provisions
      herein or in the Special Conditions contained or otherwise:

      (a)   the Purchaser shall be entitled to a return of his deposit (save
            where it shall lawfully have been forfeited) but without interest
            thereon

                                       23
<PAGE>

      (b)   the Purchaser shall remit to the Vendor all documents in his
            possession belonging to the Vendor and the Purchaser shall at his
            expense (save where Special Conditions otherwise provide) procure
            the cancellation of any entry relating to the Sale in any register.

38.   If any such deposit as is to be returned pursuant to Condition 37 shall
      not have been returned to the Purchaser within five Working Days from the
      date upon which the Sale shall have been rescinded, the Purchaser shall be
      entitled to interest thereon at the Stipulated Interest Rate from the
      expiration of the said period of five Working Days to the date upon which
      the deposit shall have been so returned.

39.   The right to rescind shall not be lost by reason only of any intermediate
      negotiations or attempts to comply with or to remove the issue giving rise
      to the exercise of such right.

                               COMPLETION NOTICES

40.   Save where time is of the essence in respect of the Closing Date, the
      following provisions shall apply:

      (a)   if the Sale be not completed on or before the Closing Date either
            party may on or after that date (unless the Sale shall first have
            been rescinded or become void) give to the other party notice to
            complete the Sale in accordance with this condition, but such notice
            shall be effective only if the party giving it shall then either be
            able, ready and willing to complete the Sale or is not so able,
            ready or willing by reason of the default or misconduct of the other
            party

      (b)   upon service of such notice the party upon whom it shall have been
            served shall complete the Sale within a period of twenty-eight days
            after the date of such service (as defined in Condition 49 and
            excluding the date of service), and in respect of such period time
            shall be of the essence of the contract but without prejudice to any
            intermediate right of rescission by either party

      (c)   the recipient of any such notice shall give to the party serving the
            same reasonable advice of his readiness to complete

      (d)   if the Purchaser shall not comply with such a notice within the said
            period (or within any extension thereof which the Vendor may agree)
            he shall be deemed to have failed to comply with these Conditions in
            a material respect and the Vendor may enforce against the Purchaser,
            without further notice, such rights and remedies as may be available
            to the Vendor at law or in equity, or (without prejudice to such
            rights and remedies) may invoke and impose the provisions of
            Condition 41

      (e)   if the Vendor does not comply with such a notice within the said
            period (or within any extension thereof which the Purchaser may
            agree), then the Purchaser may elect either to enforce against the
            Vendor, without further notice, such rights and remedies as may be
            available to the Purchaser at law or in equity or (without prejudice
            to any right of the Purchaser to damages) to give notice to the
            Vendor requiring a return to the Purchaser of all moneys paid by
            him, whether by way of deposit or otherwise, on account of the
            Purchase Price. Condition 38 shall apply to all moneys so to be
            returned, the period of five Working Days therein being computed
            from the date of the giving of such last mentioned notice. If the
            Purchaser gives such a notice and all the said moneys and interest
            (if any) are remitted to him, the Purchaser shall no longer be
            entitled to specific performance of the Sale, and shall return
            forthwith all documents in his possession belonging to the Vendor,
            and (at the Vendor's expense) procure the cancellation of any entry
            relating to the Sale in any register.

      (f)   the party serving a notice under this Condition may, at the request
            of or with the consent of the other party, by written communication
            to the other party extend the term of such notice for one or more
            specified periods of time, and, in that case, the term of the notice
            shall be deemed to expire on the last day of such extended period or
            periods, and the notice shall operate as though such extended period
            or periods had been specified in this Condition in lieu of the said
            period of twenty-eight days, and time shall be of the essence in
            relation to such extended period

      (g)   the Vendor shall not be deemed to be other than able, ready and
            willing to complete for the purposes of this Condition:

                                       24
<PAGE>

            (i)   by reason of the fact that the Subject Property has been
                  mortgaged or charged, provided that the funds (including the
                  deposit) receivable on completion shall (after allowing for
                  all prior claims thereon) be sufficient to discharge the
                  aggregate of all amounts payable in satisfaction of such
                  mortgages and charges to the extent that they relate to the
                  Subject Property

                  or

            (ii)  by reason of being unable, not ready or unwilling at the date
                  of service of such notice to deliver vacant possession of the
                  Subject Property provided that (where it is a term of the Sale
                  that vacant possession thereof be given) the Vendor is, upon
                  being given reasonable advice of the other party's intention
                  to close the Sale on a date within the said period of
                  twenty-eight days or any extension thereof pursuant to
                  Condition 40 (f), able, ready and willing to deliver vacant
                  possession of the Subject Property on that date.

                        FORFEITURE OF DEPOSIT AND RESALE

41.   (a)   If the Purchaser shall fail in any material respect to comply with
            any of the Conditions, the Vendor (without prejudice to any rights
            or remedies available to him at law or in equity) shall be entitled
            to forfeit the deposit and to such purpose unilaterally to direct
            his Solicitor to release same to him AND the Vendor shall be at
            liberty (without being obliged to tender an Assurance) to resell the
            Subject Property, with or without notice to the Purchaser, either by
            public auction or private treaty. In the event of the Vendor
            re-selling the Subject Property within one year after the Closing
            Date (or within one year computed from the expiration of any period
            by which the closing may have been extended pursuant to Condition
            40) the deficiency (if any) arising on such re-sale and all costs
            and expenses attending the same or on any attempted re-sale shall
            (without prejudice to such damages to which the Vendor shall
            otherwise be entitled) be made good to the Vendor by the Purchaser,
            who shall be allowed credit against same for the deposit so
            forfeited. Any increase in price obtained by the Vendor on any
            re-sale, whenever effected, shall belong to the Vendor.

      (b)   A Solicitor acting on any such direction as is referred to in
            Condition 41 (a) shall have no further obligations as stakeholder or
            otherwise in respect of such deposit to the Vendor or to the
            Purchaser PROVIDED that he shall have given to the Purchaser notice
            of the receipt by him of the said direction and the Purchaser shall
            not within twenty one days of the giving of such notice have
            instituted and served proceedings disputing the rights alleged by
            the Vendor to forfeit the deposit.

                               DAMAGES FOR DEFAULT

42.   (a)   Neither the Vendor nor the Purchaser, in whose favour an order for
            specific performance has been made, shall be precluded from an award
            of damages at law or in equity, in the event of such order not being
            complied with.

      (b)   Notwithstanding any rule of law to the contrary failure on the part
            of the Vendor to show title to the Subject Property in accordance
            with the Conditions shall not per se preclude the making of an award
            for damages to the Purchaser for loss of bargain or otherwise in
            relation to the Sale.

                                      RISK

43.   Subject as hereinafter provided, the Vendor shall be liable for any loss
      or damage howsoever occasioned (other than by the Purchaser or his Agent)
      to the Subject Property (and the Purchased Chattels) between the Date of
      Sale and the actual completion of the Sale BUT any such liability
      (including liability for consequential or resulting loss) shall not as to
      the amount thereof exceed the Purchase Price.

44.   The liability imposed on the Vendor by Condition 43 shall not apply:

      (a)   to inconsequential damage or insubstantial deterioration from
            reasonable wear and tear in the course of normal occupation and use,
            and not materially affecting value

                                       25
<PAGE>

      (b)   to damage occasioned by operations reasonably undertaken by the
            Vendor in his removal from, and vacation of the Subject Property,
            provided that the same are so undertaken with reasonable care

      (c)   where any such loss or damage has resulted from a requirement
            restriction or obligation imposed by a Competent Authority after the
            Date of Sale.

45.   Nothing in Conditions 43 and 44 shall affect:

      (a)   the Purchaser's right to specific performance in an appropriate case

      (b)   the Purchaser's right to rescind or repudiate the Sale upon the
            Vendor's failure to deliver the Subject Property substantially in
            its condition at the Date of Sale (save where such failure shall
            have been occasioned by the Purchaser or his Agent)

      (c)   the operation of the doctrine of conversion

      (d)   the Purchaser's right to gains accruing to the Subject Property (or
            the Purchased Chattels) after the Date of Sale

      (e)   the Purchaser's right to effect on or after the Date of Sale his own
            insurance against loss or damage in respect of the Subject Property
            or any part of the same (or the Purchased Chattels)

      (f)   the rights and liabilities of parties other than the Vendor and the
            Purchaser

      (g)   the rights and liabilities of the Purchaser on foot of any lease
            subsisting at the Date of Sale, or of any arrangement whereby the
            Purchaser shall prior to the actual completion of the Sale have been
            allowed into occupation of the Subject Property or any part thereof
            (or into possession of the Purchased Chattels).

                                    CHATTELS

46.   Unless otherwise disclosed to the Purchaser prior to the Sale the Vendor
      warrants that, at the actual completion of the Sale, all the Purchased
      Chattels shall be his unencumbered property and that same shall not be
      subject to any lease, rental hire, hire-purchase or credit sale agreement
      or chattel mortgage.

                                   INSPECTION

47.   The Vendor shall accede to all such requests as may be made by the
      Purchaser for the inspection on a reasonable number of occasions and at
      reasonable times of the Subject Property (and the Purchased Chattels).

                                   NON-MERGER

48.   Notwithstanding delivery of the Assurance of the Subject Property to the
      Purchaser on foot of the Sale, all obligations and provisions designed to
      survive completion of the Sale and all warranties in the Conditions
      contained, which shall not have been implemented by the said Assurance,
      and which shall be capable of continuing or taking effect after such
      completion, shall ensure and remain in full force and effect

                                     NOTICES

49.   Unless otherwise expressly provided, any notice to be given or served on
      foot of the Conditions shall be in writing, and may (in addition to any
      other prescribed mode of service) be given:

                                       26
<PAGE>

      (a)   by handing same to the intended recipient, and shall be deemed to
            have been delivered when so handed

      (b)   by directing it to the intended recipient, and delivering it by
            hand, or sending same by prepaid post to:

            (i)   such address as shall have been advised by him to the party
                  serving the notice as being that required by the intended
                  recipient for the service of notices,

                  or

            (ii)  (failing such last mentioned advice) the address of the
                  intended recipient as specified in the Memorandum,

                  or

            (iii) (in the event of the intended recipient being a Company) its
                  Registered Office for the time being,

                  or

            (iv)  the office of the Solicitor representing the intended
                  recipient in relation to the Sale

      (c)   by facsimile transmission directed to the office of the Solicitor
            representing the intended recipient in relation to the Sale

            and any such notice shall be deemed to have been given or served,
            when delivered, at the time of delivery, and, when posted, at the
            expiration of three Working Days after the envelope containing the
            same, and properly addressed, was put in the post and, when sent by
            facsimile transmission, at the time of its transmission.

                                   TIME LIMITS

50.   Where the last day for taking any step on foot of the Conditions or any
      Notice served thereunder would, but for this provision, be a day other
      than a Working Day, such last day shall instead be the next following
      Working Day provided that for the purpose of this Condition the expression
      "Working Day" shall not be deemed to include (i) any Saturday, Sunday,
      Bank or Public Holiday nor (ii) any of the seven days immediately
      succeeding Christmas Day nor (iii) any day on which the registers or
      records wherein it shall be appropriate to make searches referable to the
      Sale shall not be available to the public nor (iv) any day which shall be
      recognised by the Solicitors' Profession at large as being a day on. which
      their offices are not open for business.

                                   ARBITRATION

51.   All differences and disputes between the Vendor, and the Purchaser as to:

      (a)   whether a rent is or is not a rack rent for the purpose of Condition
            10 (c), or

      (b)   the identification of the Apportionment Date, or the treatment or
            quantification of any item pursuant to the provisions for
            apportionment in the Conditions, or

      (c)   any issue on foot of Condition 33, including the applicability of
            said Condition, and the amount of compensation payable thereunder,
            or

      (d)   the materiality of any matter for the purpose of Condition 36 (a),
            or

                                       27
<PAGE>

      (e)   the materiality of damage or any other question involving any of the
            provisions in Conditions 43, 44 and 45, including the amount of
            compensation (if any) payable, or

      (f)   whether any particular item or thing is or is not included in the
            Sale, or otherwise as to the nature or condition thereof shall be
            submitted to arbitration by a sole Arbitrator to be appointed (in
            the absence of agreement between the Vendor and the Purchaser upon
            such appointment and on the application of either of them) by the
            President (or other Officer endowed with the functions of such
            President) for the time being of the Law Society of Ireland or (in
            the event of the President or other Officer as aforesaid being
            unable or unwilling to make the appointment) by the next senior
            Officer of that Society who is so able and willing to make the
            appointment and such arbitration shall be governed by the
            Arbitration Acts, 1954 to 1998 provided however that if the
            Arbitrator shall relinquish his appointment or die, or if it shall
            become apparent that for any reason he shall be unable or shall have
            become unfit or unsuited (whether because of bias or otherwise) to
            complete his duties, or if he shall be removed from office by Court
            Order, a substitute may be appointed in his place and in relation to
            any such appointment the procedures hereinbefore set forth shall be
            deemed to apply as though the substitution were an appointment de
            novo which said procedures may be repeated as many times as
            necessary.

                                       28

</TEXT>
</DOCUMENT>
