PARTICULARS and CONDITIONS OF SALE of PROPERTY AT ABBEY ROAD, DUN LAOGHAIRE, CO. DUBLIN

(VENDOR)

(PURCHASER)

Closing Date: 27 October 2005

Interest rate: 10% per cent per annum

SIGNED

(Purchaser)

Witness :/s/ Peter Browne

Occupation:

Address: 211 St.

(1)

Lease dated 12 March 1962 between Warner-Lambert (Ireland) Limited and The Electricity Supply Board for the term of 100 years from 12 March 1962 for the yearly rent of 1 shilling.

(2)

Lease dated 27 June 2003 (the Occupational Lease) and made between the Vendor of the one part and Abbey Healthcare Limited of the other part in respect that part of the Subject Property therein described for a term of 4 years and 9 months from 1 April 2003 expiring on 31 December 2007 for the annual rent of €66,000.

A.

TITLE

1

Certified copy Lease dated 21 February 1949 and made between Clara Espinasse of the first part, Arthur James Beatty of the second part and Anthony Boyland and Patrick Boyland of the third part.

2.

Original Assignment dated 16 November 1960 made between Christopher G. Cooney Limited of the first part, The Governor and Company of Ireland of the second part and Warner-Lambert (Ireland) Limited of the third part.

3.

Original Deed of Assignment dated 9 May 1985 made between Warner-Lambert Ireland Limited of the one part and the Vendor of the other part.

4.

Original Declaration dated 1 April 1985 of Denis Bergin confirming compliance with covenants contained in the Lease and the Supplemental Indentures dated 7 May 1954 and 23 September 1960.

5.

Original counterpart Lease dated 12 March 1962 made between Warner-Lambert (Ireland) Limited of the one part and The Electricity Supply Board of the other part.

6.

Original counterpart Deed of Covenant dated 17 November 1960 between Warner-Lambert (Ireland) Limited and The County Council of the County of Dublin of the other part.

7.

Certified copy counterpart Deed of Endorsement dated 23 September 1960 between Clara Espinasse and Christopher G. Cooney Limited in respect of Lease dated 21 February 1949.

8.

Counterpart Lease dated 27 June 2003 and made between the Vendor of the one part and Abbey Healthcare Limited of the other part.

B.

PLANNING

9.

Copy Notification of Grant of Permission Register Reference Number G498.

10.

Copy Notification of Decision to Grant Permission Register Reference Number K298.

11.

Copy Notification of Grant of Permission Register Reference Number M489.

12.

Copy Notification of Grant of Permission Register Reference Number M2368.

13.

Planning Permission Register Reference Number 2652.

14.

Planning Permission Register Reference Number R.A.1315.

15.

Copy Building Bye-Law Approval Notice BBL/771/77.

16.

Copy Building Bye-Law Approval Order Number BBL/617/68.

17.

Original Architect’s Certificate of Compliance of Paddy Dowling dated 5 December 1985.

18.

Certificate of Compliance dated 3 May 1985 of Christopher Kearon with Planning Permission renew boundary wall and railings and external loading dock.

19.

Copy Planning Search dated 22 June 2005.

C.

GENERAL

20.

Original Family Law Declaration of Denis Bergin dated 27 March 1985 for the benefit of the Vendor.

21.

Copy Section 45 Consent dated 23 March 1985.

22.

Copy Certificate of Incorporation and Memorandum and Articles of Association of the following:-

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 Conditions shall:

3.

Title

4.

Occupational Lease

4.2.

The Purchaser shall assume and the Vendor shall not be obliged to prove compliance by the Occupational Tenant of the Subject Property with any covenants on the their part contained in the Occupational Lease.

4.3.

The rent for the quarter in which the closing date falls shall be apportioned from the date of closing to the end of that quarter in respect of the rent actually received. In the event that the Occupational Tenant shall not have discharged the rent in respect of the period up to the date of actual closing the Vendor shall be entitled to collect from the Occupational Tenant outstanding arrears of rent due under the Occupational Lease in respect of the period up to the date of completion and if necessary to issue proceedings against the Occupational Tenant (but not proceedings for bankruptcy, winding up, dissolution or ejectment).

4.4.

The Purchaser shall not call for evidence of payment of rates by the Occupational Tenant in relation to that part of the Subject Property let to the Occupational Tenant or for evidence of payment of water charges, refuse charges and similar outgoings and accepts that the same is the liability of the Occupational Tenant as occupier thereof. The Purchaser shall be deemed to satisfy itself in that regard prior to the execution hereof and shall raise no objection, requisition or enquiry in relation thereto. No apportionment shall be required on completion in respect of such outgoings in respect of that portion of the Subject Property. The Vendor will apportion commercial rates only in respect of the part of the Subject Property occupied by the Vendor.

5.1.

The Purchaser shall carry out its own inspection and survey of the Subject Property and will satisfy itself regarding the extent to which the Subject Property (which, for the avoidance of doubt includes all buildings and structures thereon and any work carried out thereon) and use thereof complies with the provisions of the Local Government (Planning and Development) Acts 1963 to 1999, the Planning and Development Act 2000, the Local Government (Sanitary Services) Acts 1878 to 1964, the Building Control Act 1990, the Safety, Health and Welfare at Work Act 1989, the Fire Services Act 1981 (hereinafter collectively referred to as the Planning Acts) and any enactments or re-enactment thereof and all regulations made from time to time thereunder effect the Subject Property or the use thereof.

5.2.

The Purchaser is furnished with the Planning Permissions, the Building Bye Law Approval Notice and the Certificate of Compliances referred to at 9 to 18 of the Document Schedule and copy planning search at number 19 of the Document Schedule. The Vendor refers to Permission D00A/0530 listed on the planning search and confirms that no works were carried out on foot of this Permission. The Vendor does not have a copy of Permission D00A/0530 and the Purchaser shall not call for a copy of same. No further permissions, approvals, certificates, opinions or correspondence shall be furnished or required in relation to the Subject Property and General Condition 36 is hereby varied.

6.

Identity

The Purchaser shall be deemed to have satisfied itself in relation to all matters pertaining to the identity of the Subject Property and the boundaries thereof prior to the execution hereof and shall raise no objection, requisition or enquiry in this regard. General Condition 14 is hereby deleted.

7.

Completion

The sale shall be completed and the balance of the purchase money paid by the Purchaser on or before the closing date in sufficient time to enable the Vendor to receive full value for the balance of the purchase price on the date of actual completion. The provisions of General Condition 24 (a) of the 2001 Contract are hereby varied accordingly.

8.

Insurance

The Vendor shall on the date of closing cancel its insurance in respect of the Subject Property. The Purchaser shall effect its own insurance as and from the date of completion of the sale.

9.

Vacant Possession

The sale of the Subject Property is subject to the Occupational Lease and accordingly vacant possession of that portion of the Subject Property let to the Occupational Tenant shall not be delivered on completion.

10.

Roads and Services

The Purchaser shall be deemed to have satisfied itself prior to the execution hereof that the Subject Property is adequately serviced and has the benefit of all easements, rights and privileges required for the proper use and enjoyment of same and the extent to which the roads, laneways and services to and abutting the Subject Property have been taken in charge by the Local Authority and shall raise no objection, requisition or enquiry in this regard.

11.

Non-Title Information

The non-title information has not been completed as the Property comprises a commercial property.

12.

No Turn

The Purchaser shall not (without the prior consent of the Vendor) assign, novate, sub-sell or otherwise dispose of its interest in respect of the Subject Property under this Contract.

13.

Entire Agreement

This Contract comprises the entire of the Agreement between the Vendor and the Purchaser. Any

Reply

(Please tick and / or Insert

comments as appropriate)

1 SERVICES

YES

NO

COMMENT

€

€

€

2.

CONTENTS                     Yes No           Comment

i.

Are there any contents included in the Purchase Price.

If so, give Vendor’s estimate of value.

ii.

Are there any fixtures, fittings or chattels included in this Sale which are the subject of any Lease, Rent, Hire Purchase Agreement or Chattel Mortgage.

If so, furnish now the Agreement and on closing proof of payment to date or discharge thereof.

3.

OUTGOINGS

i.

What is the Rateable Valuation of:

ii.

Give particulars of any other periodic or annual charge which affects the Subject Property or any part of it.

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.

2.

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

3.

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

(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 Regulations 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

4.

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

(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.

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.

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.

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.

8.

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

9.

Where the Vendor is a company, corporation, association or other similar entity incorporated, formed or