Dated 2006 SAILGOLD LIMITEDAND ROPEPATH LIMITED and WILLIS GROUPSERVICES LIMITED and WILLIS GROUPLIMITED and TEN TRINITYSQUARE LTD and THOMAS ENTERPRISESINC and STANLEY EARLTHOMAS AGREEMENT for the sale of 10 Trinity Square, London EC3P 3AX

Exhibit 10.1

Dated                                2006

SAILGOLD LIMITED AND ROPEPATH LIMITED

and

WILLIS GROUP SERVICES LIMITED

and

WILLIS GROUP LIMITED

and

TEN TRINITY SQUARE  LTD

and

THOMAS ENTERPRISES INC

and

STANLEY EARL THOMAS

AGREEMENT

for the sale of
10 Trinity Square, London EC3P 3AX

One Silk Street

London EC2Y 8HQ

Telephone (44-20) 7456 2000

Facsimile (44-20) 7456 2222

Ref C Coombe/B Taylor

PARTICULARS

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An Agreement made on the date and between the parties specified in the Particulars, by which it is agreed as follows:

1                               Interpretation

1.1                            This Agreement incorporates the Standard Commercial Property Conditions (First Edition) (the “Conditions”). In case of conflict between this Agreement and the Conditions, this Agreement prevails. Terms used or defined in the Conditions have the same meanings when used in this Agreement, and vice versa.

1.2                            The Particulars on page 1 form part of this Agreement, and terms specified in them bear the same meanings when used elsewhere in this Agreement.

1.3                            Unless otherwise indicated, references to Clauses or Schedules are to Clauses and Schedules of this Agreement.

1.4                            Clause headings in this Agreement are for ease of reference only.

1.5                            References to times shall be to times in London England.

1.6                            The following further definitions apply in this Agreement:

Chattels:  the items listed in Schedule 5;

Crown: The Queen’s Most Excellent Majesty acting by The Crown Estate Commissioners;

Crown Land Lease: a new 125 year lease of the Crown Land (and any Fittings on the Crown Land) granted by the Crown to the Beneficial Owner today in the form of the attached draft;

Crown Licence: a deed dated 24 June 1976 between The Queen’s Most Excellent Majesty (1), The Secretary of State for the Environment (2) and Willis Faber & Dumas (Holdings) Limited (3) in respect of the Crown Land;

Documents: the documents listed in Schedule 2;

Fittings: those of the fittings which form part of the Property and are integral to the character of the building including without limitation the wood panelling and chandeliers;

Legal Charge: a charge by the Buyer in favour of the Beneficial Owner in the form attached;

Letting Documents: the documents listed in Schedule 3;

Tenant: any tenant or licensee under the Letting Documents;

VAT: Value Added Tax;

Willis Lease: a lease to be entered into pursuant to Clause 14 of this Agreement by the Buyer the Beneficial Owner and the Lease Guarantor in the form of the draft attached at Schedule 4;

the 2002 Act: the Land Registration Act 2002.

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2                               Agreement for sale

2.1                            The Seller shall sell at the request and direction of the Beneficial Owner and the Buyer shall buy the Freehold Land.

2.2                            The Buyer shall on the Completion Date take an assignment of the Crown Land Lease from the Beneficial Owner.

2.3                            The Buyer shall not be required to complete the purchase of the Freehold Land until the Beneficial Owner is ready to assign the Crown Lease to the Buyer with the intent that completion of the sale of the Freehold Land shall take place simultaneously with completion of the assignment of the Crown Land Lease.

3                               Title guarantee

The Seller shall transfer the Freehold Land and shall assign the Crown Land Lease with the Title Guarantee specified in the Particulars.

4                               Purchase Price

4.1                            . The Buyer shall pay the Deposit on 15 September 2006 by direct credit or such other method as the Seller’s Solicitor may agree and if not paid by the Completion Time on such date the Seller shall be entitled in addition to any other rights to give notice at any time to terminate this Agreement.

4.2                            The Deposit shall be held as to £7,893,789 by the Seller’s Solicitor as stakeholders and as to the balance shall be paid to the Seller’s Solicitor as agents for the Seller.

4.3                            The consideration for the sale of the Freehold Land and the Crown Land Lease shall be the Purchase Price apportioned as to £102,585,000 to the Freehold Land and £2,415,000 to the Crown Land.

4.4                            The Purchase Price shall be paid  by the Buyer to the Beneficial Owner in two instalments:

4.4.1                          25% before the Completion Time on the Completion Date; and

4.4.2                          75% before the Completion Time on the Deferred Date together with interest at 6% per annum from the Completion Date until the Deferred Date.

5                               Completion

5.1                            Subject to Condition 8.3 (where applicable) and Clause 2.3 completion shall take place on the Completion Date and before the Completion Time.

5.2                            If the money due on the Completion Date is received after the Completion Time, completion is to be treated, for the purposes of Conditions 6.3 and 7.3, as taking place on the next working day. Condition 6.1.2 shall not apply.

5.3                            If the money due on the Deferred Date is received after the Completion Time, completion is to be treated, for the purposes of Condition 7.3, as taking place on the next working day. Condition 6.1.2 shall not apply.

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5.4                            In Condition 6.8.2(b) the words “if the amount to be paid on completion enables the property to be transferred freed of all mortgages (except those to which the sale is expressly subject)” shall be deleted.

5.5                            In Condition 6.8.3 the word “ten” shall be deleted and the word “two” substituted.

5.6                            At completion the Buyer shall deliver an opinion of Quinn Kneale in a form satisfactory to the Seller’s Solicitor in relation to the creation of the documents contemplated by this agreement to which Ten Trinity Square Ltd is a party.

5.7                            At completion the Buyer shall deliver the undertaking of the Buyer’s Solicitor to complete the SDLT return and Land Registry applications in relation to the purchase of the Property and the creation of the Legal Charge and to pay the SDLT and Land Registry fees.

5.8                            At completion the Buyer shall deliver the Legal Charge duly executed together with an undertaking from Quinn Kneale to register the same in accordance with Isle of Man law.

6                               Title

6.1                            The Buyer acknowledges that the Seller has deduced good title to the Freehold Land prior to the date of this Agreement. Accordingly the Buyer shall not raise any requisition on matters arising before that date.

6.2                            Condition 1.1.2 shall be deleted and replaced by the following:

“When used in these conditions the terms “absolute title” and “official copies” have the specific meanings given to them by the Land Registration Act 2002”.

6.3                            Title to the Crown Land Lease shall be deduced by production to the Buyer and the Buyer’s Solicitors of (a) the Crown Land Lease and (b) the completed SDLT return and Land Registry application forms and (c) evidence that the SDLT payable on the Crown Land Lease has been paid and the provisions of Clause 6.4 shall apply.

6.4                            The Beneficial Owner shall pay the SDLT due on the Crown Land Lease within 10 working days of its completion and shall promptly deal with any requisitions raised by HMRC on the SDLT return.  The Beneficial Owner shall apply to the Land Registry for the registration of the Crown Land Lease within 20 working days of its completion and shall promptly deal with any requisitions raised by the Land Registry on the application.  Upon completion of the application for registration of the Crown Land Lease the Beneficial Owner shall deliver the Crown Land Lease and the title information document to the Buyer.

7                               Incumbrances affecting the Freehold Land

7.1                            The Freehold Land is sold subject to and where applicable with the benefit of:

7.1.1                          any unregistered interests which override registered dispositions under Schedule 3 of the 2002 Act; and

7.1.2                          such unregistered interests as may affect the Freehold Land to the extent and for so long as they are preserved by the transitional provisions of Schedule 12 of the 2002 Act;

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7.1.3                          all matters contained or referred to in the Property Proprietorship and Charges registers of the Registered Title (except fixed and floating charges securing money or liabilities);

7.1.4                          the Letting Documents;

7.1.5                          the rights, obligations and other provisions contained or referred to in the Documents;

as well as those incumbrances mentioned in Condition 3.1.2 subject however to Clause 16.

7.2                            The Buyer is deemed to purchase with full knowledge of the incumbrances referred to in Condition 3.1.2 and Clause 7.1.

8                               Transfer

8.1                            The transfers of the Freehold Land and the Crown Land Lease shall be in the form of the attached drafts.

8.2                            The transfers shall, at the cost of the Buyer, be engrossed and executed in duplicate. The duplicate copies shall be delivered within twenty-one days after completion to the Seller’s Solicitor (for retention by the Seller).

8.3                            Condition 4.5.5 shall not apply.

9                               Crown Land

9.1                            The Beneficial Owner and the Lease Guarantor each warrant that:

9.1.1                          the Lease Guarantor is the sole legal and beneficial owner of the Crown Licence;

9.1.2                          the Crown Land is exclusively occupied by the Beneficial Owner and/or any of its group companies and it is entitled to vacant possession of it.

9.1.3                          it has not created any derivative legal interest in the Crown Land.

9.2                            The Lease Guarantor has surrendered the Crown Licence to the Crown free from any derivative legal interest and subject only to the occupation of the Beneficial Owner and its group companies immediately prior to completion of the grant of the Crown Land Lease.

10                        Insurance

10.1                     As between the Seller and the Buyer the Property shall be at the risk of the Buyer from the date of this Agreement. The Seller and/or Beneficial Owner shall maintain the existing insurance of the Property until actual completion. Conditions 5.1.1 to 5.1.3 (inclusive) shall not apply.

10.2                     The Beneficial Owner shall not do or omit to do anything that shall cause the policy to become void or voidable, the payment of any insurance moneys to be refused or the policy to become subject to any undue excess, exclusion or limitation which is not on normal commercial terms.

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10.3                     The Beneficial Owner shall procure that the Buyer is added to the insurance policy as a co-insured party with effect from the date of this Agreement and shall provide the Buyer with evidence that this has been done.

10.4                     If any of the Property the Fittings and the Chattels is damaged prior to actual completion by one of the risks covered by the insurance policy maintained by the Beneficial Owner the Beneficial Owner shall:

10.4.1                   in consultation with the Buyer make a claim under the insurance policy;

10.4.2                   pay to the Buyer the proceeds of the insurance and any excess under the insurance policy and any moneys which the Beneficial Owner is unable to recover under the insurance policy (save to the extent that the upper limit of indemnity is exceeded) other than as a result of any act  or default of the Buyer.

11                         Postal Completion

Any completion by post or through a document exchange shall be at the Buyer’s expense and risk and neither the Seller nor the Seller’s Solicitor shall be liable for the loss of any documents so sent so long as they were properly addressed.

12                        Interest

Any money payable under this Agreement which is not paid by the due date (other than the balance of the Purchase Price when Condition 7.3 applies) shall bear interest at the Contract Rate.

13                        Acknowledgement

The Buyer acknowledges that it has not relied on any representation unless given by the Seller’s Solicitor in a written reply to an enquiry made by the Buyer’s Solicitor before the date of this Agreement.

14                        Grant of the Willis Lease

14.1                     At actual completion the Buyer shall grant and the Beneficial Owner and the Lease Guarantor shall accept the Willis Lease.

14.2                     If demanded to do so by the Buyer the Beneficial Owner shall pay the rent due under the Willis Lease for the period from actual completion until 24 December 2006 on the date of actual completion by way of apportionment in accordance with the formula:

where B is the number of days from but excluding the date of actual completion down to 24 December 2006 and Condition 6.3.2 shall not apply.

15                        Period between exchange and completion

Following the date of this Agreement until actual completion the Seller and the Beneficial Owner shall:

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15.1                     comply with the obligations on the part of the tenant contained within the Willis Lease at clauses 4.2 - 4.18 and 4.23 and 14 as if they were set out in this Agreement as obligations owed to the Buyer;