10:07     MIDLAND REALTY<01200>-Announcement&Resumption of Trading(3)         

    Conditions      :       The obligation of the Placing Agent to            
    proceed to completion of the Placing is conditional                       
    upon, inter alia:                                                         
                                                                              
    (i)     the Subscription Agreement having been entered                    
    into by the parties thereto and not subsequently                          
    having been revoked, terminated or modified;                              
                                                                              
    (ii)    there not having come to the attention of the                     
    Placing Agent any material breach of any of the                           
    representations, warranties or undertakings referred                      
    to in the Placing Agreement or any material breach                        
    of or material failure to perform any of the other                        
    obligations of the Company or the Vendor which are                        
    required to be performed at or before completion of                       
    the Placing; and                                                          
                                                                              
    (iii)   there not having occurred any event or                            
    development which, in the reasonable opinion of the                       
    Placing Agent, is likely to make it impracticable or                      
    inadvisable to proceed with the Placing or to                             
    otherwise prejudice materially the success of the                         
    Placing.                                                                  
                                                                              
    If any of the above conditions shall not have been                        
    fulfilled or alternatively waived by the Placing                          
    Agent by completion, the Placing Agreement shall                          
    terminate and no party shall be under any liability                       
    to the other for costs, damages, charges,                                 
    compensation or otherwise save for antecedent                             
    breaches and incurred costs and expenses.                                 
                                                                              
    Expected completion     :       23 March 2005 or such other               
    time or date as the Vendor, the Company and the Placing                   
    Agent may                                                                 
      date          agree.                                                    
                                                                              
    Lock-up :       The Vendor has undertaken to the Placing                  
    Agent that (except for the sale of the Placing Shares                     
    pursuant to the Placing Agreement) from the date of                       
    the Placing Agreement and on or prior to the date being                   
    three months after the date of the Placing Agreement                      
    it will not and will procure that none of its nominees,                   
    companies controlled by it or trusts associated with                      
    it will (without the prior written consent of the                         
    Placing Agent) (i) offer, lend, pledge, issue, sell,                      
    contract to sell, sell any option or contract to                          
    purchase, purchase any option or contract to sell,                        
    grant any option, right or warrant to purchase, or                        
    otherwise transfer or dispose of (either                                  
    conditionally or unconditionally, or directly or                          
    indirectly, or otherwise) any Shares beneficially                         
    owned by the Vendor as at the date of the Placing                         
    Agreement (including the Subscription Shares but                          
    excluding the Placing Shares) or any interests                            
    therein or any securities convertible into or                             
    exercisable or exchangeable for or substantially                          
    similar to any such Shares or interests or (ii) enter                     
    into any swap or similar agreement that transfers,                        
    in whole or in part, the economic risk of ownership                       
    of such Shares, whether any such transaction                              
    described in (i) or (ii) above is to be settled by                        
    delivery of Shares or such other securities, in cash                      
    or otherwise or (iii) announce any intention to enter                     
    into or effect any such transaction described in (i)                      
    or (ii) above.                                                            
                                                                              
    The Company has undertaken to the Placing Agent that                      
    (except for (i) the Subscription Shares (ii) any new                      
    Shares to be issued pursuant to the existing employee                     
    share options of the Company in issue as at the date                      
    hereof and (iii) any Shares or other securities or                        
    rights issued or granted to