Catuity
      Inc.

    a
      Delaware corporation

    


    and

    


    Gottbetter
      Capital Master, Ltd

    a
      Cayman
      Islands company

    


    and

    


    Bridgepointe
      Master Fund, Ltd

    a
      Cayman
      Islands exempted company

    


    and

    


    Wishlist
      Holdings Ltd

    ACN
      085
      529 979

     

    Share
      Sale Agreement

    


    Arnold
      Bloch Leibler

    Ref:
      MD
      LXK 011441495

    ::odma\pcdocs\melbdocs\805492\1

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
      OF CONTENTS

    

      
        	 	 	 	 	 	 	
                Page
                  no.

              
	
                1

              	 	Definitions
                and interpretation	 	
                2

              
	 	 	
                1.1

              	 	
                Definitions

              	 	
                2

              
	 	 	 	 	 
	
                2

              	 	Interpretation	 	
                4

              
	 	 	
                2.2

              	 	
                Other
                  rules of interpretation

              	 	
                4

              
	 	 	 	 	 
	
                3

              	 	Agreement
                for sale and purchase	 	
                5

              
	 	 	
                3.1

              	 	
                Agreement
                  to sell and purchase

              	 	
                5

              
	 	 	
                3.2

              	 	
                Title,
                  property and risk

              	 	
                5

              
	 	 	 	 	 
	
                4

              	 	Conduct
                before Completion	 	
                5

              
	 	 	
                4.1

              	 	
                Conduct
                  of the Business before Completion

              	 	
                5

              
	 	 	
                4.2

              	 	
                Notice
                  of change

              	 	
                6

              
	 	 	 	 	 
	
                5

              	 	Purchase
                Price	 	
                6

              
	 	 	
                5.1

              	 	
                Payment
                  of consideration

              	 	
                6

              
	 	 	
                5.2

              	 	
                Adjustment
                  for Net Working Capital

              	 	
                6

              
	 	 	 	 	 
	
                6

              	 	Completion	 	
                7

              
	 	 	
                6.1

              	 	
                Date
                  for Completion

              	 	
                7

              
	 	 	
                6.2

              	 	
                Items
                  to be delivered by the Vendors at Completion

              	 	
                7

              
	 	 	
                6.3

              	 	
                Board
                  meeting of the Company

              	 	
                7

              
	 	 	
                6.4

              	 	
                Simultaneous
                  actions at Completion

              	 	
                7

              
	 	 	
                6.5

              	 	
                All
                  things necessary

              	 	
                7

              
	 	 	
                6.6

              	 	
                Employment
                  of Key Employee

              	 	
                7

              
	 	 	
                6.7

              	 	
                Vendors’
                  obligation until registration

              	 	
                8

              
	 	 	
                6.8

              	 	
                Obligations
                  after Completion

              	 	
                8

              
	 	 	
                6.9

              	 	
                Purchaser’s
                  Obligations

              	 	
                8

              
	 	 	
                6.10

              	 	
                Items
                  to be delivered by Catuity at Completion

              	 	
                8

              
	 	 	 	 	 
	
                7

              	 	Warranties	 	
                9

              
	 	 	
                7.1

              	 	
                Vendors’
                  Warranties

              	 	
                9

              
	 	 	
                7.2

              	 	
                Catuity
                  Warranties

              	 	
                9

              
	 	 	
                7.3

              	 	
                Purchaser
                  Warranties

              	 	
                9

              
	 	 	
                7.4

              	 	
                Acknowledgements

              	 	
                10

              
	 	 	
                7.5

              	 	
                Time
                  limit on Claim

              	 	
                10

              
	 	 	
                7.6

              	 	
                Maximum
                  and minimum amounts

              	 	
                10

              
	 	 	
                7.7

              	 	
                Indemnity

              	 	
                10

              
	 	 	 	 	 
	
                8

              	 	Confidentiality	 	
                11

              
	 	 	
                8.1

              	 	
                Confidentiality

              	 	
                11

              
	 	 	
                8.2

              	 	
                Survival
                  of confidentiality obligations

              	 	
                11

              
	 	 	
                8.3

              	 	
                Disclosure
                  to officers and professional advisers

              	 	
                11

              
	 	 	 	 	 
	
                9

              	 	GST	 	
                11

              
	 	 	
                9.1

              	 	
                Consideration

              	 	
                11

              
	 	 	
                9.2

              	 	
                GST
                  gross-up

              	 	
                11

              
	 	 	
                9.3

              	 	
                Tax
                  invoice

              	 	
                12

              
	 	 	
                9.4

              	 	
                Indemnity

              	 	
                12

              
	 	 	
                9.5

              	 	
                Reimbursements

              	 	
                12

              
	 	 	 	 	 
	
                10

              	 	General	 	
                12

              
	 	 	
                10.1

              	 	
                Notices

              	 	
                12

              
	 	 	
                10.2

              	 	
                Entire
                  agreement

              	 	
                13

              
	 	 	
                10.3

              	 	
                Paramountcy
                  of document

              	 	
                13

              
	 	 	
                10.4

              	 	
                Effect
                  of termination

              	 	
                13

              
	 	 	
                10.5

              	 	
                No
                  merger

              	 	
                13

              
	 	 	
                10.6

              	 	
                Attorneys

              	 	
                13

              
	 	 	
                10.7

              	 	
                Amendment

              	 	
                13

              
	 	 	
                10.8

              	 	
                Assignment

              	 	
                13

              
	 	 	
                10.9

              	 	
                Severability

              	 	
                13

              
	 	 	
                10.10

              	 	
                Rights,
                  remedies additional

              	 	
                13

              
	 	 	
                10.11

              	 	
                Further
                  assurances

              	 	
                14

              
	 	 	
                10.12

              	 	
                Costs

              	 	
                14

              
	 	 	
                10.13

              	 	
                Stamp
                  Duty

              	 	
                14

              


      

       

      
        
          
          

        

        
          Page
            i

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                10.14

              	 	
                Counterparts

              	 	
                14

              
	 	 	
                10.15

              	 	
                Governing
                  law and jurisdiction

              	 	
                14

              
	 	 	
                10.16

              	 	
                Waivers

              	 	
                14

              
	 	 	
                10.17

              	 	
                Continuation
                  and independence of indemnities

              	 	
                14

              
	 	 	 	 	 
	 	 	SCHEDULE
                - CATUITY
                WARRANTIES	 	
                15

              
	 	 	
                1

              	 	
                The
                  standing and authority of the Vendors and Catuity

              	 	
                15

              
	 	 	
                2

              	 	
                The
                  Company’s standing and authority

              	 	
                15

              
	 	 	
                3

              	 	
                Company’s
                  shares and membership

              	 	
                16

              
	 	 	
                4

              	 	
                Records

              	 	
                16

              
	 	 	
                5

              	 	
                Information

              	 	
                17

              
	 	 	
                6

              	 	
                Accounts
                  and financial information

              	 	
                17

              
	 	 	
                7

              	 	
                Taxation

              	 	
                19

              
	 	 	
                8

              	 	
                General

              	 	
                21

              
	 	 	
                9

              	 	
                Intellectual
                  Property Rights

              	 	
                22

              
	 	 	
                10

              	 	
                Business
                  Contracts

              	 	
                22

              
	 	 	
                11

              	 	
                Employees

              	 	
                23

              
	 	 	
                12

              	 	
                Superannuation

              	 	
                23

              
	 	 	
                13

              	 	
                Litigation

              	 	
                23

              
	 	 	
                14

              	 	
                Licences
                  and permissions

              	 	
                24

              
	 	 	
                15

              	 	
                Applicable
                  laws

              	 	
                24

              


      

    

     

    
      
        
        

      

      
        Page
          ii

        
          

        

      

      
        
        

      

    


    THIS
      AGREEMENT
      is made
      on     2007

    


    PARTIES


    


    CATUITY
      INC.

    a
      Delaware corporation

    of
      300
      Preston Blvd, Suite 302, Charlottesville, VA, 22901, USA

    (“Catuity”)

    


    and

    


    GOTTBETTER
      CAPITAL MASTER, LTD

    a
      Cayman
      Islands company

    of
      

    (“Gottbetter”)

    


    and

    


    BRIDGEPOINTE
      MASTER FUND, LTD

    a
      Cayman
      Islands exempted company

    of
      

    (“Bridgepointe”)

    


    and

    


    WISHLIST
      HOLDINGS LTD

    ACN
      085
      529 979

    of
      93
      Cook Street, Port Melbourne, Victoria, 3207, Australia

    (“Purchaser”)

     

    BACKGROUND

     

    
      	
              A

            	
              Prior
                to the entry into of the Liquidation Agreement, the Company was a
                wholly
                owned subsidiary of Catuity.

            


    

     

    
      	
              B

            	
              Gottbetter
                and Bridgepointe (“Vendors”)
                have entered into a liquidation agreement with Catuity, the Company,
                Chip
                Application Technologies Pty Limited (ACN 057 883 333) and CIT Cards
                (Australia) Pty Limited (ACN 072 773 052) dated 23 August 2007
                (“Liquidation
                Agreement”)
                pursuant to which the Vendors have the ability to sell the Shares
                to the
                Purchaser.

            


    

     

    
      	
              C

            	
              The
                Vendors have agreed to sell, and the Purchaser has agreed to buy,
                the
                Shares on the terms and conditions of this Agreement, in respect
                of which
                Catuity has also agreed to be bound.


            


    

     

    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    

    


    AGREED
      TERMS

     

    
      	
              1

            	
              Definitions
                and interpretation

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In
      this
      Agreement, unless the context requires otherwise:

     

    “Accounts”
means
      the balance sheet of the Company as at the Accounts Date and the profit and
      loss
      statement of the Company for the financial year ending on the Accounts Date
      prepared in accordance with Australian generally accepted accounting principles
      consistently applied by the Company.

     

    “Accounts
      Date”
means
      30 June 2007.

     

    “Adjustment
      Amount”
means
      the Estimated Completion Net Working Capital less the Net Working Capital
      calculated under the Completion Statement.

     

    “Business”
means
      the business of providing loyalty and relationship marketing solutions conducted
      by the Company.

     

    “Business
      Contract”
means
      any contract entered into by the Company in respect of the
      Business.

     

    “Business
      Day”
means
      a
      day on which banks are open for business in Melbourne excluding each Saturday,
      Sunday and public holiday.

     

    “Claim”
means
      any claim, notice, demand, action, proceeding, litigation, investigation or
      judgment, however it arises and whether it is present or future, fixed or
      unascertained, actual or contingent.

     

    “Company”
means
      Loyalty Magic Pty Ltd (ABN 51 075 350 239).

     

    “Completion”
means
      completion of the sale and purchase of the Shares as contemplated by this
      Agreement.

     

    “Completion
      Date”
means
      19 October 2007 or any other date agreed in writing by the Vendors and the
      Purchaser.

     

    “Completion
      Statement”
means
      a
      statement setting out the actual Net Working Capital of the Company as at
      Completion Date.

     

    “Disclosure
      Letter”
means
      the letter provided by Catuity to the Purchaser.

     

    “Encumbrance“
means
      any mortgage, charge (fixed or floating), pledge, lien, hypothecation, trust
      or
      third party right or interest (legal or equitable) including any right of
      pre-emption, assignment by way of security, reservation of title or any other
      security interest or claim of any kind however created or arising or any other
      agreement or arrangement having similar effect.

     

    “Estimated
      Completion Net Working Capital”
means
      the estimate at Completion of the current
      assets of the Company less the current liabilities of the Company as calculated
      in
      accordance with Australian generally accepted accounting principles consistently
      applied by the Company.

     

    “Governmental Agency”
means
      any governmental, semi-governmental, administrative, fiscal, or judicial body,
      department, commission, authority, tribunal, agency or entity.

     

    
      
        
        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    

     

    “GST”
means
      the
      same
      as in the GST Law, and any other goods and services tax or any tax, levy, charge
      or impost which applies in a similar way.

     

    “GST
      Law”
means
      has
      the
      same meaning as in the A
      New
      Tax System (Goods and Services Tax) Act 1999 (Cth)
      and
      words defined in the GST Law (including “supply” and “taxable supply”) have the
      same meaning in this Agreement unless the context makes it clear that a
      different meaning is intended.

     

    “Immediately
      Available Funds”
means
      bank cheque or such other method agreed by the parties.

     

    “Intellectual
      Property Rights”
means
      the
      rights and interests of the Company in, or used by the Company in the Business,
      anywhere in the world in:

     

    
      	
            	(a)	
              all
                business names, whether registered or unregistered and applications
                for
                the same;

            


    

     

    
      	
            	(b)	
              all
                logos, symbols, trade marks, trade names, service marks, brand names
                and
                similar rights, whether registered or unregistered and applications
                for
                the same, and all associated
                goodwill;

            


    

     

    
      	
            	(c)	
              all
                trade secrets and all financial, marketing and technical information,
                ideas, concepts, know how, technology, processes and knowledge of the
                Company which is confidential or of a sensitive nature, but excluding
                that
                which is in the public domain; 

            


    

     

    
      	
            	(d)	
              all
                registered and unregistered patents, patent applications, discoveries,
                inventions, registered and unregistered designs, development or
                improvements of equipment, products, copyright, computer programs,
                utility
                models, topography rights, database rights, and all other similar
                rights;
                and

            


    

     

    
      	
            	(e)	
              any
                other industrial or intellectual
                property.

            


    

     

    “Key
      Employee”
means
      Graham McStay.

     

    “Net
      Working Capital of the Company”
means
      the current assets of the Company less the current liabilities of the Company
      as
      calculated in
      accordance with Australian generally accepted accounting principles consistently
      applied by the Company.

     

    “Purchase
      Price”
means
      the sum of $2,650,000.

     

    “Records”
means
      originals and copies, in machine readable or printed form, of all books, files,
      reports, records, correspondence, documents, data and other material of or
      relating to or used in connection with the Company or the Business.

     

    “SEC”
means
      the Securities and Exchange Commission of the United States of
      America.

     

    “Shares”
means
      4,216,708 fully paid ordinary shares in the Company, which constitutes all
      of
      the issued shares in the Company.

     

    “Software
      Licences”
      means:

     

    
      	 	
              (a)

            	
              the
                Licence and Support Agreement between Francis David Corporation (d/b/a
                Electronic Merchant Systems, EMS) and the Company (as assigned);
                and

            


    

     

    
      	 	
              (b)

            	
              the
                Nonexclusive Source Code Purchase Agreement and Promissory Note between
                KESM Transaction Solutions, Inc (KESM) and the Company (as
                assigned).

            


    

     

    
      
        
        

      

      
        Page
          3

        
          

        

      

      
        
        

      

    

     

    “Tax”
means
      any tax, levy, charge, impost, duty, fee, deduction, compulsory loan or
      withholding, which is assessed, levied, imposed, required to be deducted,
      withheld or remitted or collected by any Governmental Agency and includes,
      but
      is not limited to any interest, fine, penalty, charge, fee or any other amount
      imposed on, or in respect of any of the above but excludes any stamp
      duty.

     

    “Tax
      Warranties”
means
      warranty 7 in the Schedule.

     

    “Vendors”
means
      Gottbetter and Bridgepointe.

     

    “Warranties”
means
      the Vendors’ warranties set out in clause 7.1
      and
      Catuity’s warranties referred to in clause 7.2
      and set
      out in the Schedule.

     

    
      	
              2

            	
              Interpretation

            


    

     

    In
      this
      Agreement, unless the context requires otherwise:

     

    
      	 	
              (a)

            	
              the
                singular includes the plural and vice
                versa;

            


    

     

    
      	 	
              (b)

            	
              where
                a word or phrase is defined, its other grammatical forms have a
                corresponding meaning;

            


    

     

    
      	 	
              (c)

            	
              a
                reference to a party, clause, or schedule is a reference to a party,
                clause, paragraph, schedule or annexure to or of this
                Agreement;

            


    

     

    
      	 	
              (d)

            	
              a
                reference to this Agreement includes any
                schedule;

            


    

     

    
      	 	
              (e)

            	
              headings
                are for convenience and do not affect
                interpretation;

            


    

     

    
      	 	
              (f)

            	
              the
                background or recitals to this Agreement are adopted as and form
                part of
                this Agreement;

            


    

     

    
      	 	
              (g)

            	
              a
                reference to “$”, “A$” or “dollar” is a reference to Australian
                currency;

            


    

     

    
      	 	
              (h)

            	
              a
                reference to a party includes its executors, administrators, successors,
                substitutes (including persons taking by novation) and permitted
                assigns;

            


    

     

    
      	 	
              (i)

            	
              a
                reference to writing includes any method of representing words, figures
                or
                symbols in a permanent and visible
                form;

            


    

     

    
      	 	
              (j)

            	
              no
                rule of construction applies to the disadvantage of a party because
                that
                party was responsible for the preparation of this Agreement or any
                part of
                it; and

            


    

     

    
      	 	
              (k)

            	
              the
                words “including”, “for example”, “such as” or other similar expressions
                (in any form) are not words of
                limitation.

            


    

     

    
      	
              2.2

            	
              Other
                rules of interpretation

            


    

     

    In
      this
      Agreement, unless expressly provided otherwise:

     

    
      	 	
              (a)

            	
              (method
                of payment)
                any payment of money by one party to another will be made in Immediately
                Available Funds;

            


    

     

    
      	 	
              (b)

            	
              (consents
                and approvals)
                if the doing of any act, matter or thing requires the consent, approval
                or
                agreement of any party, that consent, approval or agreement must
                not be
                unreasonably withheld or delayed;

            


    

     

    
      	 	
              (c)

            	
              (Business
                Days)
                if:

            


    

     

    
      	 	
              (i)

            	
              the
                day on or by which any act, matter of thing is to be done is a day
                other
                than a Business Day, the act, matter or thing will be done on the
                next
                Business Day; and

            


    

     

    
      
        
        

      

      
        Page
          4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              any
                money falls due for payment on a date other than a Business Day,
                that
                money will be paid on the next Business Day (without interest or
                any other
                amount being payable in respect of the intervening period);
                and

            


    

     

    
      	 	
              (d)

            	
              (inconsistency
                within document)
                if a clause of this Agreement is inconsistent with a schedule of
                this
                Agreement, the clause prevails to the extent of the
                inconsistency.

            


    

     

    
      	
              3

            	
              Agreement
                for sale and purchase

            


    

     

    
      	
              3.1

            	
              Agreement
                to sell and purchase

            


    

     

    On
      the
      Completion Date, the Vendors will sell and the Purchaser will buy the Shares
      for
      the Purchase Price free from all Encumbrances and other third party rights
      effective on the Completion Date.

     

    
      	
              3.2

            	
              Title,
                property
                and risk

            


    

     

    Title
      to
      and risk in the Shares passes to the Purchaser on the Completion Date subject
      to
      satisfaction of the requirements of this Agreement.

     

    
      	
              4

            	
              Conduct
                before Completion

            


    

     

    
      	
              4.1

            	
              Conduct
                of the Business before
                Completion

            


    

     

    Until
      Completion, Catuity must ensure that the Company:

     

    
      	 	
              (a)

            	
              only
                carries on the Business in the ordinary
                course;

            


    

     

    
      	 	
              (b)

            	
              manages
                and conducts the Business as a going
                concern:

            


    

     

    
      	 	
              (i)

            	
              in
                accordance with normal and prudent practice (having regard to the
                nature
                of the Company and the Business and good commercial practice); and
                

            


    

     

    
      	 	
              (ii)

            	
              so
                that the Company complies with all applicable
                laws;

            


    

     

    
      	 	
              (c)

            	
              uses
                its best endeavours to maintain the profitability of the
                Business;

            


    

     

    
      	 	
              (d)

            	
              protects
                and maintains each of the assets of the
                Company;

            


    

     

    
      	 	
              (e)

            	
              does
                not (unless required or contemplated by this Agreement or with the
                Purchaser’s prior written consent):

            


    

     

    
      	 	
              (i)

            	
              except
                in the usual conduct of the Business, terminate or alter any term
                of any
                of the material contracts to which the Company is a
                party;

            


    

     

    
      	 	
              (ii)

            	
              except
                in the usual conduct of the Business, enter into any other material
                contract or commitment;

            


    

     

    
      	 	
              (iii)

            	
              except
                in the usual conduct of the Business, incur any material
                liability;

            


    

     

    
      	 	
              (iv)

            	
              except
                in the usual conduct of the Business, dispose of, agree to dispose
                of,
                encumber or grant an option over or an interest in, any of the assets
                of
                the Company;

            


    

     

    
      	 	
              (v)

            	
              except
                in the usual conduct of the Business, hire any new employee or terminate
                the employment of any employee or alter the terms of employment (including
                the terms of superannuation or any other benefit) of any
                employee;

            


    

     

    
      	 	
              (vi)

            	
              allot
                or issue or agree to allot or issue any share or loan capital or
                any
                security convertible into any share or loan
                capital;

            


    

     

    
      	 	
              (vii)

            	
              alter
                or agree to alter its constitution;
                or

            


    

     

    
      
        
        

      

      
        Page
          5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (viii)

            	
              pass
                any special resolution.

            


    

     

    
      	
              4.2

            	
              Notice
                of change

            


    

     

    Catuity
      must, as soon as practicable, notify the Purchaser of any circumstance or event
      known to Catuity that has or is reasonably likely to have a material effect
      on
      the profitability of the Business. Upon receipt of such notice, the Purchaser
      may immediately terminate this Agreement by written notice to Catuity and the
      Vendors. If the Purchaser does not elect to terminate this Agreement then the
      Purchaser must complete the purchase of the Shares on the terms of this
      Agreement.

     

    
      	
              5

            	
              Purchase
                Price

            


    

     

    
      	
              5.1

            	
              Payment
                of consideration

            


    

     

    On
      the
      Completion Date, the Purchaser will pay the Purchase Price to the Vendors (in
      such proportions as nominated by the Vendors) in Immediately Available Funds
      subject to clause 5.2.

     

    
      	
              5.2

            	
              Adjustment
                for Net Working Capital

            


    

     

    
      	 	
              (a)

            	
              On
                the Completion Date the Vendors or Catuity will notify the Purchaser
                of
                the Estimated Completion Net Working Capital of the Company.
                

            


    

     

    
      	 	
              (b)

            	
              If
                the Estimated Completion Net Working Capital of the Company is less
                than
                $140,000 then the Purchase Price will be reduced at Completion by
                the
                amount that the Estimated Completion Net Working Capital of the Company
                is
                less than $140,000. If the Estimated Completion Net Working Capital
                of the
                Company is more than $140,000 then the purchase price will be increased
                at
                Completion by the amount that the Net Working Capital of the Company
                is
                more than $140,000.

            


    

     

    
      	 	
              (c)

            	
              As
                soon as practicable following Completion, and in any event within
                60
                Business Days after Completion, the Purchaser must deliver to each
                of the
                Vendor and Catuity a Completion Statement setting out the Adjustment
                Amount.

            


    

     

    
      	 	
              (d)

            	
              If
                the Adjustment Amount:

            


    

     

    
      	 	
              (i)

            	
              is
                a positive or negative number which is less than 10% of the Estimated
                Completion Net Working Capital amount, no adjustment amount shall
                be
                payable by either party;

            


    

     

    
      	 	
              (ii)

            	
              is
                a positive number which is greater than 10% of the Estimated Completion
                Net Working Capital amount, the Adjustment Amount will be paid by
                the
                Purchaser to the Vendor within three (3) Business Days of delivery
                of the
                Completion Statement;

            


    

     

    
      	 	
              (iii)

            	
              is
                a negative number which is greater than 10% of the Estimated Completion
                Net Working Capital amount, the Adjustment Amount will be paid by
                the
                Vendor to the Purchaser within three (3) Business Days of delivery
                of the
                Completion Statement.

            


    

     

    
      
        
        

      

      
        Page
          6

        
          

        

      

      
        
        

      

    

     

    
      	
              6

            	
              Completion

            


    

     

    
      	
              6.1

            	
              Date
                for Completion

            


    

     

    Completion
      will take place at the office of Catuity’s lawyers at Level 21, 333 Collins
      Street, Melbourne at 12.00 pm AEST (Australian Eastern Standard Time) on the
      Completion Date or any other place, time and date as the Vendors, Catuity and
      the Purchaser agree.

     

    
      	
              6.2

            	
              Items
                to be delivered by the Vendors at
                Completion

            


    

     

    At
      Completion, the Vendors must deliver title to the Shares to the Purchaser and
      place the Purchaser in effective possession and control of the shares of the
      Company. On or before the Completion Date, the Vendors must:

     

    
      	 	
              (a)

            	
              deliver
                to the Purchaser:

            


    

     

    
      	 	
              (i)

            	
              (share
                certificates)
                original share certificates for all of the
                Shares;

            


    

     

    
      	 	
              (ii)

            	
              (transfers
                of Shares)
                share transfer forms duly executed and completed by the Vendors in
                favour
                of the Purchaser for all of the Shares;
                and

            


    

     

    
      	 	
              (b)

            	
              execute
                all documents and do all other things necessary or desirable to transfer
                the Shares to the Purchaser at Completion free from all
                Encumbrances.

            


    

     

    
      	
              6.3

            	
              Board
                meeting of the Company

            


    

     

    The
      Vendors must ensure that at or prior to Completion, a meeting of the directors
      of the Company is convened and conducts the following business:

     

    
      	 	
              (a)

            	
              (approval
                registration)
                approval of the transfer of the Shares to the Purchaser under this
                Agreement and to the recording of the Purchaser as the registered
                holder
                of the Shares in the books of the Company with effect from
                Completion;

            


    

     

    
      	 	
              (b)

            	
              (share
                certificates)
                approval of the issue of a new share certificate for the Shares in
                the
                name of the Purchaser; 

            


    

     

    
      	 	
              (c)

            	
              (appoint
                officers)
                appointment of the nominees of the Purchaser as directors, secretary,
                auditors and public officer of the Company and, effective on those
                appointments, acceptance of the resignation of the directors of the
                Company and the secretary of the Company referred to in clause 6.2(v)
                and
                the auditors and public officer of the Company;
                and

            


    

     

    
      	 	
              (d)

            	
              (revoke
                banking mandates)
                revoke existing mandates to operate bank accounts of the Company
                and
                approve new mandates in favour of officers of the Company nominated
                by the
                Purchaser.

            


    

     

    
      	
              6.4

            	
              Simultaneous
                actions at Completion

            


    

     

    In
      respect of Completion, the obligations of the parties under this Agreement
      are
      interdependent and all actions required to be performed will be taken to have
      occurred simultaneously on the Completion Date.

     

    
      	
              6.5

            	
              All
                things necessary

            


    

     

    Each
      party must do all things required to be done by it to ensure that Completion
      takes place on the Completion Date.

     

    
      	
              6.6

            	
              Employment
                of Key Employee

            


    

     

    
      	 	
              (a)

            	
              The
                Purchaser must procure the resignation of the Key Employee, effective
                on
                and from the Completion Date, from his position with Catuity and
                deliver
                this resignation to the Vendors at
                Completion.

            


    

     

    
      
        
        

      

      
        Page
          7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              The
                Purchaser must further procure that on and from the Completion Date
                the
                Key Employee will commence employment with the Company on terms to
                be
                agreed between the Key Employee and the
                Company.

            


    

     

    
      	
              6.7

            	
              Vendors’
                obligation until
                registration

            


    

     

    After
      Completion and until the Shares are registered in the name of the Purchaser,
      the
      Vendors must, at the Purchaser’s expense, take all reasonable action as the
      Purchaser may lawfully require from time to time in connection with the rights
      attaching to the Shares.

     

    
      	
              6.8

            	
              Obligations
                after Completion

            


    

     

    If
      title
      to the Shares is not effectively vested in the Purchaser at
      Completion:

     

    
      	 	
              (a)

            	
              the
                Vendors hold the Shares on trust for the Purchaser until title is
                effectively vested in the
                Purchaser;

            


    

     

    
      	 	
              (b)

            	
              all
                income, profits, rights or benefits, arising in respect of the Shares
                or
                the Company after Completion will be held for the benefit of the
                Purchaser; and

            


    

     

    
      	 	
              (c)

            	
              at
                the cost of the Purchaser, the Vendors must take any reasonable steps
                requested by the Purchaser to enforce or protect any rights accruing
                in
                respect of the Shares or the
                Company.

            


    

     

    
      	
              6.9

            	
              Purchaser’s
                Obligations

            


    

     

    As
      and
      from Completion:

     

    
      	 	
              (a)

            	
              the
                Purchaser agrees to provide Catuity with a cut-off statement in accordance
                with SEC requirements, as soon as possible after
                Completion;

            


    

     

    
      	 	
              (b)

            	
              the
                Purchaser further agrees to fully cooperate with Catuity and to allow
                Catuity access to the necessary books and records of the Company
                so that
                Catuity can comply with both its interim quarterly and year end SEC
                audit
                requirements.

            


    

     

    
      	
              6.10

            	
              Items
                to be delivered by Catuity at
                Completion

            


    

     

    On
      or
      before the Completion Date, Catuity must deliver to the Purchaser:

     

    
      	 	
              (a)

            	
              (certificates
                of incorporation)
                the certificates of incorporation of the Company, common seals (if
                the
                Company has any), all statutory, minute and other record books, share
                certificate books of the Company and all unused share certificate
                forms;

            


    

     

    
      	 	
              (b)

            	
              (Constitution
                and Records)
                the constitution and the Records of the Company and all ledgers,
                journals
                and books of account of the
                Company;

            


    

     

    
      	 	
              (c)

            	
              (Resignations)
                written resignations of each of the directors of the Company and
                the
                secretary of the Company as officers of the Company, to be effective
                on
                the appointment of the officers appointed at the board meeting to
                be
                convened pursuant to clause 6.3;

            


    

     

    
      	 	
              (d)

            	
              (acknowledgments)
                written acknowledgments from all of the directors of the Company
                and the
                secretary of the Company that:

            


    

     

    
      	 	
              (i)

            	
              they
                have no claim for fees, entitlements, salary or compensation for
                loss of
                office, breach of contract, redundancy, bonus payment, payment or
                repayment of loans or otherwise against the Company;
                and

            


    

     

    
      	 	
              (ii)

            	
              there
                is no agreement, arrangement or understanding (whether written or
                unwritten) under which the Company has, or could have, any obligation
                to
                them; 

            


    

     

    
      	 	
              (e)

            	
              (permits
                and licences)
                all current permits, licences and other documents issued to the Company
                under any legislation or ordinance relating to the Business;
                and

            


    

     

    
      
        
        

      

      
        Page
          8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              (other
                documents)
                any other document which the Purchaser lawfully requires to obtain
                good
                title to the Shares and to enable the Purchaser to have the Shares
                registered in the Purchaser’s name and all other documents necessary to
                give effect to this Agreement and the transactions contemplated by
                this
                Agreement.

            


    

     

    
      	
              7

            	
              Warranties

            


    

     

    
      	
              7.1

            	
              Vendors’
                Warranties

            


    

     

    Each
      Vendor makes the following representations and warranties to the Purchaser
      as at
      the date of this Agreement and the Completion Date:

     

    
      	 	
              (a)

            	
              it
                is validly existing and in good
                standing;

            


    

     

    
      	 	
              (b)

            	
              it
                has taken all necessary action to authorise the execution, delivery
                and
                performance of this Agreement and is duly authorised to sell the
                Shares
                under the Liquidation Agreement;

            


    

     

    
      	 	
              (c)

            	
              the
                Shares are sold by the Vendors to the Purchaser free from all
                Encumbrances;

            


    

     

    
      	 	
              (d)

            	
              it
                is entitled and competent and has absolute and complete authority,
                power
                and capacity to sell and transfer the Shares to the Purchaser pursuant
                to
                this Agreement and to enter into and perform its obligations under
                this
                Agreement and can do so without the consent of any other
                person;

            


    

     

    
      	 	
              (e)

            	
              this
                Agreement, and all other agreements contemplated by this Agreement,
                will
                be binding obligations of the Vendors;
                and

            


    

     

    
      	 	
              (f)

            	
              the
                execution, delivery and performance of the Agreement will not trigger
                any
                pre-emptive rights under any agreement and does not require consent
                from
                any third party.

            


    

     

    Subject
      to clause 7.5, each of the representations and warranties made by the Vendors
      remains in full force and effect on and after Completion.

     

    
      	
              7.2

            	
              Catuity
                Warranties

            


    

     

    
      	 	
              (a)

            	
              Catuity
                makes the representations and warranties to the Purchaser which are
                set
                out in the Schedule as at the date of this Agreement and the Completion
                Date subject to:

            


    

     

    
      	 	
              (i)

            	
              the
                warranties made by the Purchaser in clause 7.3 below;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                matters disclosed in the Disclosure
                Letter.

            


    

     

    
      	 	
              (b)

            	
              Subject
                to clause 7.5, each of the representations and warranties made by
                Catuity
                remains in full force and effect on and after
                Completion.

            


    

     

    
      	
              7.3

            	
              Purchaser
                Warranties

            


    

     

    
      	 	
              (a)

            	
              The
                Purchaser represents and warrants to each Vendor and to Catuity
                that:

            


    

     

    
      	 	
              (i)

            	
              it
                has had the opportunity to, and has, conducted due diligence
                investigations in relation to the Company and the Business before
                the date
                of this Agreement and has had the opportunity to raise such enquiries
                as
                it considered necessary with the Vendors and their respective
                representatives in relation to the Company and the
                Business;

            


    

     

    
      	 	
              (ii)

            	
              the
                Warranties are the only warranties that the Purchaser requires, and
                on
                which the Purchaser has relied, in entering into this Agreement;
                

            


    

     

    
      	 	
              (iii)

            	
              for
                the avoidance of doubt, no warranty or representation, expressed
                or
                implied, is given in relation to any forecast, budget or projection
                contained or referred to in any material disclosed to the Purchaser;
                

            


    

     

    
      
        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              to
                the extent permitted by law, all other warranties, representations
                and
                undertakings (whether express or implied and whether oral or in writing)
                made or given by a Vendor or its respective representatives are expressly
                excluded; and

            


    

     

    
      	 	
              (v)

            	
              it
                will not make a Claim in respect of the termination by a client of
                the
                Business as at Completion of its contract with the Company, provided
                that
                such termination is not related to or arises as a result of a breach
                by
                the Company of that contract prior to
                Completion.

            


    

     

    
      	 	
              (b)

            	
              The
                Purchaser warrants and represents to each Vendor and to Catuity as
                at the
                time immediately preceding Completion, that the Purchaser is entitled
                and
                competent and has absolute and complete authority, power and capacity
                to
                purchase the Shares from the Vendor pursuant to this
                Agreement.

            


    

     

    
      	
              7.4

            	
              Acknowledgements

            


    

     

    
      	 	
              (a)

            	
              Each
                Vendor acknowledges that the Purchaser has entered into this Agreement
                in
                reliance on the representations and warranties made by each
                Vendor.

            


    

     

    
      	 	
              (b)

            	
              Save
                to the extent otherwise provided in this Agreement, the Purchaser’s rights
                are not adversely affected by any investigation made by or on behalf
                of
                the Purchaser about the Company or the Business, whether before or
                after
                the date of this Agreement. The Purchaser expressly acknowledges
                and
                agrees that as at the date of this Agreement it is not aware of any
                fact,
                matter or thing that would entitle it to bring a Claim against any
                Vendor
                or Catuity for a breach of any Warranty, indemnity or otherwise under
                or
                in respect of this Agreement.

            


    

     

    
      	
              7.5

            	
              Time
                limit on Claim

            


    

     

    The
      Purchaser may not claim for a breach of Warranty unless details of the Claim
      have been notified to Catuity: 

     

    
      	 	
              (a)

            	
              within
                6 months of the Completion Date in respect of all Warranties other
                than
                the Tax Warranties; and

            


    

     

    
      	 	
              (b)

            	
              within
                4 years of the Completion Date in respect of the Tax
                Warranties.

            


    

     

    
      	
              7.6

            	
              Maximum
                and minimum amounts

            


    

     

    
      	 	
              (a)

            	
              Catuity
                is not liable under a Claim under the Warranties unless the amount
                finally
                agreed or adjudicated to be payable in respect of that
                Claim:

            


    

     

    
      	 	
              (i)

            	
              exceeds
                $40,000; and

            


    

     

    
      	 	
              (ii)

            	
              either
                alone or together with the amount finally agreed or adjudicated to
                be
                payable in respect of other Claims exceeds
                $200,000,

            


    

     

    in
      which
      event, subject to clause 7.6(b),
      the
      Vendor is liable for the full amount of the Claim.

     

    
      	 	
              (b)

            	
              The
                maximum aggregate amount that the Vendor is required to pay in respect
                of
                all Claims is limited to the Purchase
                Price.

            


    

     

    
      	
              7.7

            	
              Indemnity

            


    

     

    Subject
      to the matters set out in this clause 7, Catuity indemnifies the
      Purchaser:

     

    
      	 	
              (a)

            	
              from
                and against all loss, liability, cost or expense suffered or incurred
                by
                it or the Company (including without limitation any diminution in
                value of
                the Company) by reason of or in connection
                with:

            


    

     

    
      	 	
              (i)

            	
              any
                breach by Catuity of any of the representations and warranties made
                by
                Catuity under this Agreement;

            


    

     

    
      	 	
              (ii)

            	
              any
                failure by Catuity to fulfil its obligations under this Agreement;
                

            


    

     

    
      
        
        

      

      
        Page
          10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              any
                liability for Tax or duty (other than duty payable under clause 10.12)
                that the Company incurs as a consequence of any transaction entered
                into
                by the Company prior to Completion together with any fines, penalties
                or
                other reasonable third party costs or expenses resulting directly
                from the
                Company incurring such a liability for Tax or duty;
                and

            


    

     

    
      	 	
              (b)

            	
              without
                limiting clause 7.7(a), from and against all Claims against or in
                respect
                of the Purchaser made by any third party in respect of any of the
                matters
                set out in clause 7.7(a).

            


    

     

    
      	
              8

            	
              Confidentiality

            


    

     

    
      	
              8.1

            	
              Confidentiality

            


    

     

    No
      party
      will be entitled to disclose any information concerning another party, this
      Agreement, or any transaction undertaken pursuant to this Agreement to any
      person except:

     

    
      	 	
              (a)

            	
              as
                required by law and including compliance with SEC requirements by
                Catuity;

            


    

     

    
      	 	
              (b)

            	
              with
                the prior written consent of the other party;
                or

            


    

     

    
      	 	
              (c)

            	
              to
                the extent that a party may, at any time after another party has
                failed to
                observe or perform all of its obligations under this Agreement, consider
                necessary or desirable to preserve or enforce its interests or
                rights.

            


    

     

    
      	
              8.2

            	
              Survival
                of confidentiality
                obligations

            


    

     

    The
      rights and obligations of the parties with respect to confidentiality will
      apply:

     

    
      	 	
              (a)

            	
              until
                Completion; or

            


    

     

    
      	 	
              (b)

            	
              for
                a period of 2 years after termination of this
                Agreement,

            


    

     

    whichever
      first occurs.

     

    
      	
              8.3

            	
              Disclosure
                to officers and professional
                advisers

            


    

     

    A
      party
      may disclose anything in respect of this Agreement or the terms of the sale
      of
      the Shares to the officers and professional advisers of that party but it must
      use its best endeavours to ensure all matters disclosed are kept confidential
      and used only for proper and reasonable purposes.

     

    
      	
              9

            	
              GST

            


    

     

    
      	
              9.1

            	
              Consideration

            


    

     

    Any
      consideration to be paid or provided for a supply under this Agreement or any
      related transaction documents, unless specifically expressed to include GST,
      does not include an amount on account of GST.

     

    
      	
              9.2

            	
              GST
                gross-up

            


    

     

    If
      the
      Vendors or the Purchaser makes a supply (the party so making the supply, the
      “Supplier”)
      under
      this Agreement or any related transaction agreement on which GST is
      imposed:

     

    
      	 	
              (a)

            	
              the
                consideration payable or to be provided for that supply but for the
                application of this clause 9 (where that consideration has not been
                specifically expressed under this Agreement or any related transaction
                agreement to include GST) (“GST
                Exclusive Consideration”)
                is increased by, and the Vendors or the Purchaser, as the case may
                be,
                which is the recipient of the supply (“Recipient”)
                must also pay to the Supplier an amount equal to, the GST payable
                by the
                Supplier on that supply; and

            


    

     

    
      
        
        

      

      
        Page
          11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              the
                amount by which the GST Exclusive Consideration is increased must
                be paid
                to the Supplier by the Recipient without set-off, deduction or requirement
                for demand, at the same time as the GST Exclusive Consideration is
                payable
                or is to be provided.

            


    

     

    
      	
              9.3

            	
              Tax
                invoice

            


    

     

    The
      Supplier must within 28 days of a request from the Recipient issue a tax invoice
      (or an adjustment note) to the Recipient for any supply for which the Supplier
      may recover from the Recipient an amount equal to the GST payable by the
      Supplier on that supply under this Agreement.

     

    
      	
              9.4

            	
              Indemnity

            


    

     

    The
      Recipient must indemnify the Supplier against, and pay the Supplier on demand,
      the amount of any damage or cost directly or indirectly arising from or caused
      by any failure by the Recipient to pay any amount as and when required by this
      clause 9 (including any additional tax, penalty tax, fine, interest or
      other charge under the GST Law).

     

    
      	
              9.5

            	
              Reimbursements

            


    

     

    If
      a
      party is required under this Agreement or related transaction document to
      reimburse or pay to another party an amount calculated by reference to a cost,
      expense, outgoing, or an amount paid or incurred by that party, the amount
      of
      the reimbursement or payment will be reduced by the amount of any input tax
      credits or reduced input tax credits to which that party is entitled in respect
      of any acquisition relating to that cost, expense, outgoing or other
      amount.

     

    
      	
              10

            	
              General

            


    

     

    
      	
              10.1

            	
              Notices

            


    

     

    
      	 	
              (a)

            	
              Any
                notice to or by a party under this Agreement must be in writing and
                signed
                by the sender or, if a corporate party, an authorised officer of
                the
                sender.

            


    

     

    
      	 	
              (b)

            	
              Any
                notice may be served by delivery in person or by post or transmission
                by
                facsimile to the address of the recipient as set out below or the
                address
                most recently notified by the recipient to the sender by notice under
                this
                clause:

            


    

     

    Gottbetter

     

    Bridgepointe

     

    Catuity

     

    
      
        
        

      

      
        Page
          12

        
          

        

      

      
        
        

      

    

     

    Purchaser

    Mr
      Adrian
      Finlayson

    CEO,
      Wishlist Holdings Limited

    93
      Cook
      Street

    Port
      Melbourne, Victoria, 3207, Australia

    Telephone: +613
      8645
      6461

    Facsimile:
       +613
      9646
      7798.

     

    
      	 	
              (c)

            	
              Any
                notice is effective for the purposes of this Agreement upon delivery
                to
                the recipient or production to the sender of a facsimile transmittal
                confirmation report before 4.00 pm local time on a day in the place
                in or to which the written notice is delivered or sent or otherwise
                at
                9.00 am on the next day following delivery or
                receipt.

            


    

     

    
      	
              10.2

            	
              Entire
                agreement

            


    

     

    This
      Agreement constitutes the entire agreement between the parties in relation
      to
      its subject matter. All prior discussions, undertakings, agreements,
      representations, warranties and indemnities in relation to that subject matter
      are replaced by this Agreement and have no further effect.

     

    
      	
              10.3

            	
              Paramountcy
                of document

            


    

     

    If
      this
      Agreement conflicts with any other document, agreement or arrangement, this
      Agreement prevails to the extent of the inconsistency.

     

    
      	
              10.4

            	
              Effect
                of termination

            


    

     

    Termination
      of this Agreement does not affect any accrued rights or remedies of either
      party.

     

    
      	
              10.5

            	
              No
                merger

            


    

     

    The
      provisions of this Agreement will not merge on completion of any transaction
      contemplated in this Agreement and, to the extent any provision has not been
      fulfilled, will remain in force.

     

    
      	
              10.6

            	
              Attorneys

            


    

     

    Each
      person who executes this Agreement on behalf of a party under a power of
      attorney warrants that he or she has no notice of the revocation of that power
      or of any fact or circumstance that might affect his or her authority to execute
      this Agreement under that power.

     

    
      	
              10.7

            	
              Amendment

            


    

     

    This
      Agreement may not be amended or varied unless the amendment or variation is
      in
      writing signed by all parties.

     

    
      	
              10.8

            	
              Assignment

            


    

     

    Neither
      party may assign, transfer or otherwise deal with this Agreement or any right
      or
      obligation under this Agreement without the prior written consent of the other
      party.

     

    
      	
              10.9

            	
              Severability

            


    

     

    Part
      or
      all of any provision of this Agreement that is illegal or unenforceable will
      be
      severed from this Agreement and will not affect the continued operation of
      the
      remaining provisions of this Agreement.

     

    
      	
              10.10

            	
              Rights,
                remedies additional

            


    

     

    Any
      rights and remedies that a person may have under this Agreement are in addition
      to and do not replace or limit any other rights or remedies that the person
      may
      have.

     

    
      
        
        

      

      
        Page
          13

        
          

        

      

      
        
        

      

    

     

    
      	
              10.11

            	
              Further
                assurances

            


    

     

    Each
      party must do or cause to be done all things necessary or reasonably desirable
      to give full effect to this Agreement and the transactions contemplated by
      it
      (including, but not limited to, the execution of documents).

     

    
      	
              10.12

            	
              Costs

            


    

     

    Each
      party must bear its own legal, accounting and other costs for the preparation
      and execution of this Agreement. 

     

    
      	
              10.13

            	
              Stamp
                Duty

            


    

     

    The
      Purchaser must pay all stamp duty on or in respect of this
      Agreement.

     

    
      	
              10.14

            	
              Counterparts

            


    

     

    This
      Agreement may be executed in any number of counterparts and all counterparts
      taken together will constitute one document.

     

    
      	
              10.15

            	
              Governing
                law and jurisdiction

            


    

     

    This
      Agreement will be governed by and construed in accordance with the laws in
      force
      in the State of Victoria and each party submits to the exclusive jurisdiction
      of
      the courts of that State.

     

    
      	
              10.16

            	
              Waivers

            


    

     

    
      	 	
              (a)

            	
              Waiver
                of any right, power, authority, discretion or remedy arising upon
                a breach
                of or default under this Agreement must be in writing and signed
                by the
                party granting the waiver.

            


    

     

    
      	 	
              (b)

            	
              A
                failure or delay in exercise, or partial exercise, of a right, power,
                authority, discretion or remedy arising from a breach of or default
                under
                this Agreement, does not result in a waiver of that right, power,
                authority, discretion or remedy.

            


    

     

    
      	 	
              (c)

            	
              A
                party is not entitled to rely on a delay in the exercise or non-exercise
                of a right, power, authority, discretion or remedy arising from a
                breach
                of this Agreement or default under this Agreement as constituting
                a waiver
                of that right, power, authority, discretion or
                remedy.

            


    

     

    
      	 	
              (d)

            	
              A
                party may not rely on any conduct of another party as a defence to
                exercise of a right, power, authority, discretion or remedy by that
                other
                party.

            


    

     

    
      	 	
              (e)

            	
              This
                clause may not itself be waived except in
                writing.

            


    

     

    
      	
              10.17

            	
              Continuation
                and independence of
                indemnities

            


    

     

    
      	 	
              (a)

            	
              Each
                indemnity of a party contained in this Agreement is a continuing
                obligation of that party despite:

            


    

     

    (i) any
      settlement of any one account; or

     

    (ii) the
      occurrence of any other thing,

     

    and
      remains in full force and effect until all money owing, contingently or
      otherwise, under the indemnity has been paid in full.

     

    
      	 	
              (b)

            	
              Each
                indemnity of a party contained in this Agreement is an additional,
                separate and independent obligation of that party and no one indemnity
                limits the generality of any other
                indemnity.

            


    

     

    
      
        
        

      

      
        Page
          14

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      - CATUITY WARRANTIES


     

    Catuity
      represents and warrants to the Purchaser that each of the following
      representations is true and accurate at the date of this Agreement and will
      be
      true and accurate on the Completion Date.

     

    
      	
              1

            	
              The
                standing and authority of the Vendors and
                Catuity

            


    

     

    
      	 	
              (a)

            	
              The
                Vendors are entitled and competent and have absolute and complete
                authority, power and capacity to sell and transfer the Shares to
                the
                Purchaser pursuant to this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              The
                execution, delivery and performance of the Agreement by Catuity and
                the
                Vendors will not trigger any pre-emptive rights under any agreement
                and
                does not require consent from any third
                party.

            


    

     

    
      	
              2

            	
              The
                Company’s
                standing and authority 

            


    

     

    
      	
              2.1

            	
              Company’s
                standing 

            


    

     

    The
      Company:

     

    
      	 	
              (a)

            	
              is
                validly existing and in good
                standing;

            


    

     

    
      	 	
              (b)

            	
              has
                full corporate power to own the assets of the Company and the Business
                and
                to carry on the Business;

            


    

     

    
      	 	
              (c)

            	
              has
                good and marketable title to the assets of the
                Company;

            


    

     

    
      	 	
              (d)

            	
              is
                not a trustee, nor has any trusts under its control, nor is it subject
                to
                or is controlled by any trusts; and

            


    

     

    
      	 	
              (e)

            	
              at
                Completion will not have any loans, guarantees or obligations to
                Catuity
                and/or Gottbetter and/or
                Bridgepointe.

            


    

     

    
      	
              2.2

            	
              No
                insolvency or winding up

            


    

     

    An
      insolvency event has not occurred to the Company. 

     

    
      	
              2.3

            	
              Compliance
                with applicable laws and
                constitution

            


    

     

    
      	 	
              (a)

            	
              The
                Company has conducted the Business and its affairs generally in accordance
                with all applicable laws and in accordance with its constitution.
                

            


    

     

    
      	 	
              (b)

            	
              The
                execution, delivery and performance of the Agreement:
                

            


    

     

    
      	 	
              (i)

            	
              does
                not violate any laws, regulations, authorisations, rulings, judgments,
                orders or decrees of any Governmental Agency;
                and

            


    

     

    
      	 	
              (ii)

            	
              complies
                with the constitution or other constituent documents of the
                Company.

            


    

     

    
      	
              2.4

            	
              Company
                names

            


    

     

    The
      Company does not trade under a name other than its corporate name. 

     

    
      
        
        

      

      
        Page
          15

        
          

        

      

      
        
        

      

    

     

    
      	
              3

            	
              Company’s
                shares and membership

            


    

     

    
      	
              3.1

            	
              Register
                of members

            


    

     

    The
      register of members of the Company is a true and accurate record of its members
      as at the date of this Agreement and at Completion.

     

    
      	
              3.2

            	
              Share
                capital

            


    

     

    The
      Shares: 

     

    
      	 	
              (a)

            	
              comprise
                the entire issued share capital in the
                Company;

            


    

     

    
      	 	
              (b)

            	
              are
                fully paid; and

            


    

     

    
      	 	
              (c)

            	
              were
                validly issued.

            


    

     

    
      	
              3.3

            	
              Options,
                restrictions or convertible
                securities

            


    

     

    There
      are
      no: 

     

    
      	 	
              (a)

            	
              securities
                convertible into shares of the
                Company;

            


    

     

    
      	 	
              (b)

            	
              options
                or other entitlements:

            


    

     

    
      	
            	(i)	
              over
                the Shares;

            


    

     

    
      	
            	(ii)	
              to
                have shares in the Company issued;

            


    

     

    
      	 	
              (c)

            	
              restrictions
                on the transfer of any Shares in the Company;
                or

            


    

     

    
      	 	
              (d)

            	
              Encumbrances
                over or affecting any of the
                Shares.

            


    

     

    
      	
              4

            	
              Records

            


    

     

    
      	
              4.1

            	
              Maintenance
                and accuracy of Records

            


    

     

    The
      Records:

     

    
      	 	
              (a)

            	
              are
                in the possession of the Company;

            


    

     

    
      	 	
              (b)

            	
              have
                been substantially kept and
                completed;

            


    

     

    
      	 	
              (c)

            	
              do
                not contain inaccuracies or
                discrepancies;

            


    

     

    
      	 	
              (d)

            	
              as
                far as necessary, have been prepared in accordance with the requirements
                of the Corporations
                Act 2001
                and the applicable Australian accounting standards;
                and

            


    

     

    
      	 	
              (e)

            	
              in
                so far as they relate to the Accounts, give a true and fair view
                of the
                financial, contractual and trading position of the Company in all
                respects.

            


    

     

    
      
        
        

      

      
        Page
          16

        
          

        

      

      
        
        

      

    

     

    
      	
              5

            	
              Information

            


    

     

    
      	
              5.1

            	
              Accuracy
                of information

            


    

     

    
      	 	
              (a)

            	
              Catuity
                has provided the Purchaser with all relevant information in response
                to
                the Purchaser’s enquiries during its due diligence investigations and all
                such information provided is true, complete and accurate in every
                respect.

            


    

     

    
      	
              5.2

            	
              True
                copies

            


    

     

    All
      copies of documents provided by Catuity to the Purchaser are true
      copies.

     

    
      	
              6

            	
              Accounts
                and financial
                information

            


    

     

    
      	
              6.1

            	
              Accounts

            


    

     

    The
      Accounts:

     

    
      	 	
              (a)

            	
              give
                a true and fair view in all respects
                of:

            


    

     

    
      	
            	(i)	
              the
                assets, liabilities and financial position of the Company and the
                Business
                as at the Accounts Date; and

            


    

     

    
      	
            	(ii)	
              the
                profit of the Company for the year ended on the Accounts
                Date;

            


    

     

    
      	 	
              (b)

            	
              are
                complete and accurate in all material
                respects;

            


    

     

    
      	 	
              (c)

            	
              do
                not mislead or deceive in any material
                respect;

            


    

     

    
      	 	
              (d)

            	
              were
                prepared in accordance with:

            


    

     

    
      	
            	(i)	
              as
                far as necessary, the applicable Australian accounting standards,
                the
                Corporations
                Act 2001
                and all other applicable laws in all respects (”rules”);
                and

            


    

     

    
      	
            	(ii)	
              except
                as required by a change in the rules, the same accounting policies
                as were
                applied in the corresponding accounts for the previous 3
                years;

            


    

     

    
      	 	
              (e)

            	
              contain
                proper and adequate provision for all actual liabilities of the Company
                at
                the Accounts Date; 

            


    

     

    
      	 	
              (f)

            	
              are
                not affected by any unusual, abnormal, extraordinary, exceptional
                or
                non-recurring items that have not been disclosed to the Purchaser;
                and

            


    

     

    
      	 	
              (g)

            	
              include
                all reserves and provisions for Tax necessary to cover all Tax liabilities
                (whether or not assessed) of the Company up to the Accounts
                Date.

            


    

     

    
      	
              6.2

            	
              Changes
                since the Accounts Date

            


    

     

    Since
      the
      Accounts Date:

     

    
      	 	
              (a)

            	
              the
                Company has carried on the Business in accordance with normal and
                prudent
                practice (having regard to the nature of the Business and the past
                practice of the Company); 

            


    

     

    
      	 	
              (b)

            	
              there
                has been no material adverse change in the assets, liabilities, turnover,
                earnings, financial condition or trading position of the Company;
                

            


    

     

    
      
        
        

      

      
        Page
          17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              no
                distribution of capital has been made, paid or determined to be payable
                in
                respect of any share capital of the Company whether of cash, specific
                assets or otherwise;

            


    

     

    
      	 	
              (d)

            	
              the
                Company has carried on the Business in the ordinary and usual
                course;

            


    

     

    
      	 	
              (e)

            	
              except
                in the ordinary and usual course of business, the Company has
                not:

            


    

     

    
      	
            	(i)	
              entered
                into any unusual, long term or onerous contracts or arrangements;
                

            


    

     

    
      
        	
              	(ii)	
                incurred
                  or undertaken any actual or contingent liabilities or obligations
                  of an
                  unusual nature or abnormal amount compared with customary business
                  practice applicable to the commercial or industrial sector relevant
                  to the
                  Business, including Tax;

              


      

    

     

    
      	
            	(iii)	
              acquired,
                disposed of, or dealt with, any assets of the Company, or entered
                into any
                agreement or option to acquire or dispose of any assets of the Company
                of
                an unusual nature or abnormal amount compared with customary business
                practice applicable to the commercial or industrial sector relevant
                to the
                Business;

            


    

     

    
      	
            	(iv)	
              borrowed
                any money;

            


    

     

    
      	 	
              (f)

            	
              except
                by operation of law or in the ordinary and usual course of the Business,
                the Company has not granted any Encumbrance over any of its
                assets;

            


    

     

    
      	 	
              (g)

            	
              the
                Company has not paid or agreed to pay any retiring allowance,
                superannuation or benefit to any of its officers or employees except
                where
                the law requires it or in accordance with a superannuation or retirement
                scheme in force at the Accounts
                Date;

            


    

     

    
      	 	
              (h)

            	
              the
                Company has not made any material alteration to the terms of employment
                of
                its directors or employees;

            


    

     

    
      	 	
              (i)

            	
              the
                rights attaching to the Shares, or any options issued to have shares
                in
                the Company, have not altered and no alteration has been made to
                the
                capital structure of the Company;

            


    

     

    
      	 	
              (j)

            	
              unless
                required by law, the Company has not implemented any new accounting
                or
                valuation method for its business, assets, property or
                rights;

            


    

     

    
      	 	
              (k)

            	
              no
                material supplier of the Company
                has:

            


    

     

    
      	
            	(i)	
              materially
                reduced the level of its supplies to the
                Company;

            


    

     

    
      	
            	(ii)	
              indicated
                an intention to cease or materially reduce the volume of its trading
                with
                the Company after Completion; or

            


    

     

    
      	
            	(iii)	
              materially
                altered the terms on which it trades with the
                Company;

            


    

     

    
      	 	
              (l)

            	
              no
                material customer of the Company
                has:

            


    

     

    
      	
            	(i)	
              materially
                reduced the level of its custom from the
                Company;

            


    

     

    
      	
            	(ii)	
              indicated
                an intention to cease or materially reduce the volume of its trading
                with
                the Company after Completion; or

            


    

     

    
      
        
        

      

      
        Page
          18

        
          

        

      

      
        
        

      

    

     

    (iii) materially
      altered the terms on which it trades with the Company;

     

    
      	 	
              (m)

            	
              no
                loans have been made nor bonuses paid by the Company to employees,
                nor
                have any advances or loan money been accepted from any employees,
                except
                in compliance with previously established practice and in the usual
                course
                of business; and

            


    

     

    
      	 	
              (n)

            	
              no
                resolutions have been passed by the members or directors of the Company
                except in the ordinary and usual course of the Business of the Company
                and
                those necessary to give effect to this Agreement.
                

            


    

     

    
      	
              7

            	
              Taxation

            


    

     

    
      	
              7.1

            	
              Compliance

            


    

     

    The
      Company has:

     

    
      	 	
              (a)

            	
              paid,
                or the Accounts fully provide for, all Taxes (including payroll,
                penalties
                and interest) which the Company is or may become liable to pay in
                respect
                of the period up to and including the Accounts
                Date;

            


    

     

    
      	 	
              (b)

            	
              complied
                with all of its respective obligations under any statutory provisions
                requiring the deduction or withholding of Tax from amounts paid by
                the
                Company and has properly accounted for any Tax so deducted or withheld
                to
                any Tax authority (other than amounts which have not yet become due
                to be
                paid);

            


    

     

    
      	 	
              (c)

            	
              complied
                with any applicable obligation to register for the purposes of any
                goods
                and services, purchase, value added, sales or other similar Tax and
                has
                complied in all respects with its obligations under any Tax law relating
                to such Tax; 

            


    

     

    
      	 	
              (d)

            	
              filed
                or lodged all Tax and duty returns required by tax law (including,
                but not
                limited to, all laws imposing or relating to income tax, fringe benefits
                tax, goods and service tax, sales tax, payroll tax, land tax, water
                and
                municipal rates and stamp and customs duties);
                and

            


    

     

    
      	 	
              (e)

            	
              no
                outstanding Australian Taxation Office assessments or deemed
                assessments.

            


    

     

    
      	
              7.2

            	
              Compliance

            


    

     

    For
      the
      period:

     

    
      	 	
              (a)

            	
              up
                to the Accounts Date, there is no liability to Tax in excess of the
                Tax
                already provided in the Accounts;
                and

            


    

     

    
      	 	
              (b)

            	
              after
                the Accounts Date, the only liabilities for tax of the Company that
                have
                arisen or may arise on or before the Completion Date are, or will
                be,
                liabilities arising out of the normal business and trading activities
                of
                the Company.

            


    

     

    
      	
              7.3

            	
              Tax
                audit

            


    

     

    The
      Company:

     

    
      	 	
              (a)

            	
              is
                not involved in any audit of any of its income tax returns or any
                dispute
                with the Commissioner of Taxation of the Commonwealth of Australia
                or any
                other Federal, State or municipal body or authority responsible for
                the
                collection of Tax or duty and Catuity is not aware of any circumstances
                which may give rise to such an audit or dispute;
                and

            


    

     

    
      
        
        

      

      
        Page
          19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              has
                not entered into or been a party to any transaction which contravenes
                the
                anti-avoidance provisions of any tax law including the Income
                Tax Assessment Act 1936 (Cth) (“1936
                Tax Act”)
                and the Income
                Tax Assessment Act 1997 (Cth) (“1997
                Tax Act”).

            


    

     

    
      	
              7.4

            	
              Prior
                years

            


    

     

    Catuity
      will provide to the Purchaser upon request all material held by Catuity or
      the
      Company in respect of the amounts of prior year income tax, as allowed under
      the
      1936 Tax Act or the 1997 Tax Act, for the Company.

     

    
      	
              7.5

            	
              Roll-over
                relief

            


    

     

    
      	 	
              (a)

            	
              No
                asset of the Company has, prior to the completion of this Agreement,
                been
                the subject of a claim for roll-over relief under Part IIIA of the
                1936
                Tax Act or Part 3.3 of the 1997
                Act.

            


    

     

    
      	 	
              (b)

            	
              To
                the extent that Division 20 of Part IIIA of the 1936 Tax Act or Division
                149 of the 1997 Tax Act have been applied, Catuity will provide to
                the
                Purchaser, at the date of this Agreement, the market value of the
                assets,
                to which Division 20 of Part IIIA of the 1936 Tax Act or Division
                149 of
                the 1997 Tax Act applies, at the time that Division 20 or Division
                149
                applied.

            


    

     

    
      	
              7.6

            	
              Depreciation

            


    

     

    The
      Company has:

     

    
      	 	
              (a)

            	
              maintained
                sufficient tax depreciation schedules and sufficient tax building
                allowance schedules of its assets;
                and

            


    

     

    
      	 	
              (b)

            	
              maintained
                accurate cost bases of those assets for Tax
                purposes.

            


    

     

    
      	
              7.7

            	
              Dividends

            


    

     

    No
      dividend has been paid by the Company:

     

    
      	 	
              (a)

            	
              in
                respect of which the required franking amount has exceeded the franked
                amount of the dividend; or

            


    

     

    
      	 	
              (b)

            	
              which
                has been franked with franking credits or exempting credits (whichever
                is
                applicable) in excess of the required franking
                amount,

            


    

     

    which
      would result in the Company being liable to pay franking deficit tax or franking
      additional tax under the 1936 Tax Act or the 1997 Tax Act and

     

    
      	 	
              (c)

            	
              in
                respect of which the required franking amount was less than the franked
                amount of the dividend; or

            


    

     

    
      	 	
              (d)

            	
              which
                has been franked with franking credits or exempting credits (whichever
                is
                applicable) in excess of the required franking
                amount.

            


    

     

    
      
        
        

      

      
        Page
          20

        
          

        

      

      
        
        

      

    

     

    
      	
              7.8

            	
              Disputes
                and liabilities

            


    

     

    
      	 	
              (a)

            	
              There
                are no outstanding disputes, or questions or demands between the
                Company
                and any taxation authority (whether in Australia, any state of Australia
                or elsewhere).

            


    

     

    
      	 	
              (b)

            	
              The
                Company has no liabilities in respect of unpaid or unassessed
                Taxes.

            


    

     

    
      	 	
              (c)

            	
              The
                Company will not become subject to any Tax:


            


    

     

    
      	
            	(i)	
              on
                or in respect of, or by reference to, profits, gains or income for
                any
                period up to and including the Accounts Date;
                or

            


    

     

    
      	
            	(ii)	
              in
                respect of any other matter or thing referable to a time prior to,
                or to
                any period ending on or before, the Accounts
                Date,

            


    

     

    in
      excess
      of the provisions for Tax included in the Accounts.

     

    
      	 	
              (d)

            	
              The
                only liabilities for Tax of the Company arising since the Accounts
                Date
                are liabilities arising out of the normal business and trading activities
                of the Company.

            


    

     

    
      	 	
              (e)

            	
              The
                Company has complied with the provisions of Part IIIAA of the 1936
                Tax Act
                and Part 3-6 of the 1997 Tax Act and has maintained records of franking
                debits and franking credits which are sufficient for the purposes
                of that
                legislation. 

            


    

     

    
      	
              7.9

            	
              Consolidated
                Group Taxation

            


    

     

    
      	 	
              (a)

            	
              If
                the Company is or has been a member of a consolidated group then
                all
                resulting Tax for which the Company is liable or could be liable,
                as a
                result of being or having been a member of a consolidated group,
                has been
                duly paid or accrued in the accounts of the head company in the year
                ended
                30 June 2007, and in respect of the year ending 30 June 2008 but
                only with
                respect to the period from 1 July 2007 until Completion, and in each
                of
                the preceding years (in so far as such Tax ought to have been paid
                or
                accrued).

            


    

     

    
      	 	
              (b)

            	
              Prior
                to Completion, the Company will make a payment to the head company
                of the
                consolidated group before the leaving time in accordance with section
                721-35 of the 1997 Act, and the payment will represent a reasonable
                estimate of the contribution amount required for the purposes of
                the tax
                sharing agreement between the head company and the Company, together
                with
                the other members of the consolidated group (a copy of which must
                be
                supplied to the Purchaser on
                Completion).

            


    

     

    
      	 	
              (c)

            	
              The
                head company of the consolidated group (of which the Company is a
                member)
                will not make the choice available under section 701-40(6) of the
                Income
                Tax (Transitional Provisions) Act 1997.

            


    

     

    
      	
              8

            	
              General

            


    

     

    
      	
              8.1

            	
              Ownership
                of assets

            


    

     

    Except
      as
      disclosed in writing to the Purchaser and excluding assets transferred in the
      usual course of business:

     

    
      	 	
              (a)

            	
              the
                Company has good and marketable title to all of its assets, free
                from any
                Encumbrance;

            


    

     

    
      
        
        

      

      
        Page
          21

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              the
                Company has not agreed to give or create any Encumbrance over any
                of its
                assets; 

            


    

     

    
      	 	
              (c)

            	
              no
                person has claimed any Encumbrance in any of the assets of the Company;
                and

            


    

     

    
      	 	
              (d)

            	
              the
                assets used by the Company are not let on hire or hire purchase or
                sold on
                deferred terms.

            


    

     

    
      	
              8.2

            	
              Physical
                location of assets

            


    

     

    The
      assets used by the Company in
      the
      Business:

     

    
      	 	
              (a)

            	
              are
                all located at the premises of the
                Business;

            


    

     

    
      	 	
              (b)

            	
              are
                in the physical possession of the
                Company.

            


    

     

    
      	
              9

            	
              Intellectual
                Property Rights

            


    

     

    
      	
              9.1

            	
              Title

            


    

     

    The
      Company is the sole legal and beneficial owner of the Intellectual Property
      Rights.

     

    
      	
              9.2

            	
              No
                encumbrances

            


    

     

    There
      are
      no Encumbrances over or affecting any of the Intellectual Property
      Rights.

     

    
      	
              9.3

            	
              No
                licences or assignments

            


    

     

    The Company
      has not licensed, assigned or otherwise disposed of any right, title or interest
      in the Intellectual Property Rights.

     

    
      	
              9.4

            	
              Exclusive
                and unrestricted right to deal with Intellectual Property
                Rights

            


    

     

    The
      Company has an
      exclusive and unrestricted right to exploit, grant licences and otherwise deal
      with the Intellectual Property Rights.

     

    
      	
              9.5

            	
              Intellectual
                Property Rights valid and
                enforceable

            


    

     

    The
      Company’s interests and rights in the Intellectual Property Rights are valid and
      enforceable in the jurisdictions where those Intellectual Property Rights are
      registered or situated.

     

    
      	
              10

            	
              Business
                Contracts

            


    

     

    
      	
              10.1

            	
              Valid,
                binding and enforceable

            


    

     

    All
      of
      the Business Contracts are valid, binding and enforceable against the parties
      to
      it and there is no party (including the Company or Catuity) in breach of, or
      in
      default under, any such Business Contract.

     

    
      	
              10.2

            	
              Compliance

            


    

     

    Each
      Business Contract has been complied with by the Company in accordance with
      its
      terms.

     

    
      
        
        

      

      
        Page
          22

        
          

        

      

      
        
        

      

    

     

    
      	
              10.3

            	
              No
                outstanding offer, tender or
                quotation

            


    

     

    The
      Company has not made any offer, tender or quotation other than in the ordinary
      and proper course of conducting the Business which is still outstanding and
      capable of giving rise to a material contract by the unilateral act of a third
      party.

     

    
      	
              11

            	
              Employees

            


    

     

    
      	
              11.1

            	
              No
                potential industrial
                action

            


    

     

    There
      is
      no issue (including the expiry of any award, enterprise agreement or other
      instrument made or approved under law) which may lead to industrial action
      by
      employees or any industrial organisation of employees which may disrupt the
      Business or cause it to incur financial expenditure.

     

    
      	
              11.2

            	
              Industrial
                relations obligations

            


    

     

    The
      Company has complied with all obligations arising under law, equity, statute
      (including occupational health and safety, annual leave, long service leave,
      equal opportunity, anti-discrimination, Tax, superannuation, workers
      compensation and industrial laws), award, enterprise agreement or other
      instrument made or approved under any law with respect to its present
      employees.

     

    
      	
              12

            	
              Superannuation

            


    

     

    
      	
              12.1

            	
              Contributions

            


    

     

    The
      Company has complied with all of its superannuation commitments in relation
      to
      the present employees of the Company.

     

    
      	
              13

            	
              Litigation

            


    

     

    
      	
              13.1

            	
              No
                litigation or other
                proceedings

            


    

     

    The
      Company is not involved in any litigation, arbitration, mediation or any other
      form of dispute resolution process or administrative or governmental
      proceedings. 

     

    
      	
              13.2

            	
              No
                litigation threatened or likely 

            


    

     

    There
      is
      no litigation or arbitration proceedings relating to the Company threatened,
      and
      there are no facts likely to give rise to any litigation or arbitration
      proceedings relating to the Company.

     

    
      	
              13.3

            	
              Trade
                practices

            


    

     

    None
      of
      the officers or employees of the Company has committed or omitted to do any
      act
      or thing the commission or omission of which is a contravention of the
Trade
      Practices Act 1974 (Cth),
      the
Fair
      Trading Act 1985 (Vic)
      or
      similar legislation in any other state or territories of Australia.

     

    
      	
              13.4

            	
              Unsatisfied
                judgments

            


    

     

    There
      is
      no unsatisfied judgment, order, arbitral award or decision of any court,
      tribunal or arbitrator against the Company.

     

    
      
        
        

      

      
        Page
          23

        
          

        

      

      
        
        

      

    

     

    
      	
              14

            	
              Licences
                and permissions

            


    

     

    
      	
              14.1

            	
              Licences
                to operate

            


    

     

    The
      Company holds all necessary licences (including statutory licences) and
      consents, planning permissions, authorisations and permits (”Licences”)
      for
      the proper carrying on of the Business. 

     

    
      	
              14.2

            	
              Licences
                in good order

            


    

     

    All
      Licences:

     

    
      	 	
              (a)

            	
              have
                been fully paid up;

            


    

     

    
      	 	
              (b)

            	
              have
                been fully complied with; 

            


    

     

    
      	 	
              (c)

            	
              are
                in full force and effect; and

            


    

     

    
      	 	
              (d)

            	
              are
                not liable to be revoked, varied or not
                renewed.

            


    

     

    
      	
              15

            	
              Applicable
                laws

            


    

     

    
      	
              15.1

            	
              Compliance

            


    

     

    The
      Company has complied with all applicable laws, and there has been no
      contravention of any applicable law or any allegation of any contravention
      of
      any applicable law.

     

    
      
        
        

      

      
        Page
          24

        
          

        

      

      
        
        

      

    


    EXECUTED
      as an
AGREEMENT


    


    
      	
              EXECUTED
                by
                CATUITY
                INC.

            	 	
              )

              )

            	 
	 	 	 	 
	 	 	 	 
	
              Signature
                of director

            	 	 	
              Signature
                of authorised representative

            
	 	 	 	 
	 	 	 	 
	
              Name
                of director (print)

            	 	 	
              Name
                of authorised representative
                (print)

            


    

     

    
      	
              EXECUTED
                by
                GOTTBETTER
                CAPITAL 

              MASTER,
                LTD

            	 	
              )

              )

            	 
	 	 	 	 
	 	 	 	 
	
              Signature
                of director

            	 	 	
              Signature
                of authorised representative

            
	 	 	 	 
	 	 	 	 
	
              Name
                of director (print)

            	 	 	
              Name
                of authorised representative
                (print)

            


    

     

    
      	
              EXECUTED
                by
                BRIDGEPOINTE
                MASTER 

              FUND,
                LTD

            	 	
              )

              )

            	 
	 	 	 	 
	 	 	 	 
	
              Signature
                of director

            	 	 	
              Signature
                of authorised representative

            
	 	 	 	 
	 	 	 	 
	
              Name
                of director (print)

            	 	 	
              Name
                of authorised representative
                (print)

            


    

     

    
      	
              EXECUTED
                by
                WISHLIST
                HOLDINGS LTD 

              (ACN 085 529 979)

            	 	
              )

              )

            	 
	 	 	 	 
	 	 	 	 
	
              Signature
                of director

            	 	 	
              Signature
                of director / company secretary

              (delete
                as applicable)

            
	 	 	 	 
	 	 	 	 
	
              Name
                of director (print)

            	 	 	
              Name
                of director / company secretary
                (print)