Unassociated Document


    


     

    Letter
amending facility agreement


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              St.
      George Bank Limited

              ABN
      92 055 513 070

              Level
      9

              65
      Berry Street

              NORTH
      SYDNEY NSW 2060

               

              Phone                02
      8923 2743

              Facsimile           02
      8923 2746

              e-mail                 fairjonesr@stgeorge.com.au

            


    

     

    
      


      
        	 
      	
                21
      November 2008

              
	 
      	
                 

                The
      Secretary

                AMT
      Australia Holdings Pty Limited

                Level
      1

                204-218
      Botany Road

                ALEXANDRIA  NSW  2015

                 

              
	 
      	
                Attention:  Dilip
      Shrestha

              
	 
      	
                 

                Dear
      Dilip

              
	 
      	 
      
	 
      	
                 

                Re
      : Facilities Amendments

              
	 
      	
                 

                We
      refer to the Facility offer from us to you dated 22 October 2008 and
      accepted by you on 06 November 2008 (“facility agreement”). We
      also refer to our recent discussions relating to the Commercial Overdraft
      and the Commercial Bill Acceptance/Discount Facility. We are pleased to
      offer you the following:

                 

              
	 
      	
                -
      Details of the amendment are set out
below.

              


      

      


      
        	
                Facilities

              	
                • Commercial
      Overdraft

              	 	$	500,000
    	 
	 
      	
                •
      Commercial Bill Acceptance/Discount

              	 	$	1,900,000	 


      

    

     

    
      
        	
                Total
      Facility Limits

              	
                Total
      of all Limits (excluding sub-limits) is:

              	 	$	2,400,000	 


      

    

     

    
      
        	Security
    Amendment	
                Release
      Whygo Video Conferencing Pty Limited from providing the following
      security:

                •
      Limited Cross Guarantee for $2,400,000

                •
      Fixed & Floating

              


      

    

     

    
      	 
      	All
      other terms of the facility agreement (including the Standard Terms)
      continue to apply.


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    
      	Meaning of
    words	
              The
      meaning of the words printed in italics and of some
      other common key words is explained at the end of the Standard
      Terms.

            


    

     

    
      	
              Fees

            	You must pay us the following
      fees:


    

     

    
      	 
      	
              Legal
      Fees and other costs for preparing the security documents and this
      agreement and reviewing documents presented to us under this agreement -
      payable once this letter is returned to the
bank

            


    

     

    
      	How to accept	
              You
      may accept this offer by signing the enclosed copy and returning it within
      one month of the date of this
letter.

            


    

     

    
      	 
      	If you do not, our offer is
      automatically withdrawn.


    

     

     

    
      	 
      	Yours
  sincerely


    

     

    
      	 
      	
              Ross
      Fairjones

              Relationship
      Manager

            


    

    
    

     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    Acceptance
by you:

     

     

    By
signing this document, you:

     

    
      	
               
      

            	
              1.

            	
              accept
      the facilities on the terms set out in this facility offer and the General
      Standard Terms

            


    

     

    
      	
               
      

            	
              2.

            	
              acknowledge
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              a
      legally binding contract is created between you and
  us

            


    

     

    
      	
               
      

            	
              (b)

            	
              you
      have made your own independent judgment and decision to enter this
      facility agreement and are not relying on any information given or
      representations made by us to you

            


    

     

    
      	
               
      

            	
              3.

            	
              make
      the declarations in the General Standard
Terms.

            


    

     

    We
recommend that you obtain independent legal and financial advice before entering
into this facility agreement.

     

    
      
        	
                EXECUTED by AMI AUSTRALIA
      PTY

                LIMITED (ABN 56 095 238
      645 ) in

                accordance
      with section 127(1) of the

                Corporations
      Act 2001 (Cwlth) by authority of

                its
      directors:

              	
                )

                )

                )

                )

                )

              	 
      
	
                 

                 

                
                                                                                                          

                

                Signature
      of Director

              	
                )

                )

                )
      

                  )

                  )

                

              	
                 

                 

                
                                                                                                                  

                

                 Signature of
      director/company secretary*

                  *delete whichever is not
      applicable

              
	
                 

                
                                                                                                          

                  Name
      of director (block letters)

                

              	
                )

                )

                )

                )

              	
                 

                
                                                                                                                   

                

                Name
      of director/company secretary*

                (block
      letters)

              
	 
      	
                )

              	
                *delete
      whichever is not applicable

              
	 
      	
                )

              	 
      
	
                Dated:                                                                            

              	
                )

              	
                Dated:                                                                                    

              


      

    

     

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    
       

      Acknowledgement
by guarantor(s):

    

     

    The terms
of this facility agreement are acknowledged by each guarantor

     

    
      	
              
                EXECUTED by AMI
      INTERNATIONAL

                PTY LIMITED (ABN 14 120
      970 461) in

                accordance
      with section 127(1) of the

                Corporations
      Act 2001 (Cwlth) by authority of

                its
      directors:

              

            	
              )

              )

              )

              )

              )

            	 
      
	
               

               

              
                                                                                                         

              

              Signature
      of Director

            	
              )

              )

              )
      

                )

                )

              

            	
               

               

              
                                                                                                                

              

               Signature of
      director/company secretary*

                *delete
      whichever is not applicable

            
	
               

              
                                                                                                        
      

              

              Name
      of director (block letters)

            	
              )

              )

              )

              )

            	
               

              
                                                                                                               

              

              Name
      of director/company secretary*

              (block
      letters)

            
	 
      	
              )

            	
              *delete
      whichever is not applicable

            
	 
      	
              )

            	 
      
	
              Dated:                                                                             

            	
              )

            	
              Dated:                                                                                    

            


    

     

    
      	
              
                
                  EXECUTED by AMI
      MANAGEMENT

                  PTY LIMITED (ABN 56 116
      456 136) in

                  accordance
      with section 127(1) of the

                  Corporations
      Act 2001 (Cwlth) by authority of

                  its
      directors:

                

              

            	
              )

              )

              )

              )

              )

            	 
      
	
               

               

              
                                                                                                         

              

              Signature
      of Director

            	
              )

              )

              )
      

                )

                )

              

            	
               

               

              
                                                                                                               

              

               Signature of
      director/company secretary*

                *delete
      whichever is not applicable

            
	
               

              
                                                                                                         

              

              Name
      of director (block letters)

            	
              )

              )

              )

              )

            	
               

              
                                                                                                               
      

              

              Name
      of director/company secretary*

              (block
      letters)

            
	 
      	
              )

            	
              *delete
      whichever is not applicable

            
	 
      	
              )

            	 
      
	
              Dated:                                                                             

            	
              )

            	
              Dated:                                                                                    

            


    

     

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    Acknowledgement
by guarantor(s):

     

    
      	
              
                
                  
                    EXECUTED by PE PATENT
      HOLDCO

                    PTY LIMITED (ABN 65 116
      786 737) in

                    accordance
      with section 127(1) of the

                    Corporations
      Act 2001 (Cwlth) by authority of

                    its
      directors:

                  

                

              

            	
              )

              )

              )

              )

              )

            	 
      
	
               

               

              
                                                                                                         

              

              Signature
      of Director

            	
              )

              )

              )
      

                )

                )

              

            	
               

               

              
                                                                                                                

              

               Signature of
      director/company secretary*

                *delete
      whichever is not applicable

            
	
               

              
                                                                                                         

              

              Name
      of director (block letters)

            	
              )

              )

              )

              )

            	
               

              
                                                                                                               

              

              Name
      of director/company secretary*

              (block
      letters)

            
	 
      	
              )

            	
              *delete
      whichever is not applicable

            
	 
      	
              )

            	 
      
	
              Dated:                                                                             

            	
              )

            	
              Dated:                                                                                    

            


    

     

    
      	
              
                
                  
                    EXECUTED by ADVANCED MEDICAL
      INSTITUTE

                    PTY LIMITED (ABN 21 117
      372 915) in

                    accordance
      with section 127(1) of the

                    Corporations
      Act 2001 (Cwlth) by authority of

                    its
      directors:

                  

                

              

            	
              )

              )

              )

              )

              )

            	 
      
	
               

               

              
                                                                                                         

              

              Signature
      of Director

            	
              )

              )

              )
      

                )

                )

              

            	
               

               

              
                                                                                                               

              

               Signature of
      director/company secretary*

                *delete
      whichever is not applicable

            
	
               

              
                                                                                                         

              

              Name
      of director (block letters)

            	
              )

              )

              )

              )

            	
               

              
                                                                                                               

              

              Name
      of director/company secretary*

              (block
      letters)

            
	 
      	
              )

            	
              *delete
      whichever is not applicable

            
	 
      	
              )

            	 
      
	
              Dated:                                                                             

            	
              )

            	
              Dated:                                                                                    

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Acknowledgement by guarantor(s):

     

    
      	
              EXECUTED by INTELLIGENT

              MEDICAL TECHNOLOGIES
      PTY

              LIMITED (ABN 30 107 047
      496) in

              accordance
      with section 127(1) of the

              Corporations
      Act 2001 (Cwlth) by authority of

              its
      directors:

            	
              )

              )

              )

              )

              )

              )

            	 
      
	
               

               

              
                                                                                                         

              

              Signature
      of Director

            	
              )

              )

              )
      

                )

                )

              

            	
               

               

              
                                                                                                                

              

               Signature of
      director/company secretary*

                *delete
      whichever is not applicable

            
	
               

              
                                                                                                         

              

              Name
      of director (block letters)

            	
              )

              )

              )

              )

            	
               

              
                                                                                                                

              

              Name
      of director/company secretary*

              (block
      letters)

            
	 
      	
              )

            	
              *delete
      whichever is not applicable

            
	 
      	
              )

            	 
      
	
              Dated:                                                                              

            	
              )

            	
              Dated:                                                                                    

            


    

     

    
      	
              
                
                  
                    
                      EXECUTED by WORLDWIDE
PE

                      PATENT PTY LIMITED (ABN
      16 117 157

                      427)
      in accordance with section 127(1) of the

                      Corporations
      Act 2001 (Cwlth) by authority of

                      its
      directors:

                    

                  

                

              

            	
              )

              )

              )

              )

              )

            	 
      
	
               

               

              
                                                                                                         

              

              Signature
      of Director

            	
              )

              )

              )
      

                )

                )

              

            	
               

               

              
                                                                                                                

              

               Signature of
      director/company secretary*

                *delete
      whichever is not applicable

            
	
               

              
                                                                                                         

              

              Name
      of director (block letters)

            	
              )

              )

              )

              )

            	
               

              
                                                                                                                

              

              Name
      of director/company secretary*

              (block
      letters)

            
	 
      	
              )

            	
              *delete
      whichever is not applicable

            
	 
      	
              )

            	 
      
	
              Dated:                                                                             
      

            	
              )

            	
              Dated:                                                                                    

            


    

     

    
      
        
           


        

        
          6