Loan Agreement

     

     

    Secare Health Centre Pty
Limited

     

    
      AMI
Australia Holdings Pty Limited

       

        
          


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      Contents

        
          

        

         

      

      
        
          	
                  Clause

                	 
      	 
      
	
                  Number

                	
                  Heading

                	
                  Page

                
	 
      	 
      	 
      
	
                  1

                	
                  Loan
      and Ranking

                	
                  1

                
	 
      	 
      	 
      
	
                  2

                	
                  Drawdown
      and Conditions Precedent

                	
                  1

                
	 
      	 
      	 
      
	
                  3

                	
                  Interest

                	
                  1

                
	 
      	 
      	 
      
	
                  4

                	
                  Repayment
      and prepayment

                	
                  2

                
	 
      	 
      	 
      
	
                  5

                	
                  Representations
      and warranties

                	
                  2

                
	 
      	 
      	 
      
	
                  6

                	
                  Undertakings
      by the Borrower

                	
                  2

                
	 
      	 
      	 
      
	
                  7

                	
                  Default

                	
                  3

                
	 
      	 
      	 
      
	
                  8

                	
                  Expenses,
      costs and Taxes

                	
                  4

                
	 
      	 
      	 
      
	
                  9

                	
                  Interest
      on overdue amounts

                	
                  5

                
	 
      	 
      	 
      
	
                  10

                	
                  Assignment
      and amendment

                	
                  6

                
	 
      	 
      	 
      
	
                  11

                	
                  Set-Off

                	
                  6

                
	 
      	 
      	 
      
	
                  12

                	
                  No
      Waiver

                	
                  6

                
	 
      	 
      	 
      
	
                  13

                	
                  Governing
      Law and jurisdiction

                	
                  6

                
	 
      	 
      	 
      
	
                  14

                	
                  Notices

                	
                  6

                
	 
      	 
      	 
      
	
                  15

                	
                  Acceptance

                	
                  6

                
	 
      	 
      	 
      
	 
      	
                  Schedule
      to Loan Agreement

                	
                  7

                
	 
      	
                  Part
      1 - Transaction Documents

                	
                  7

                
	 
      	
                  Part
      2 – Addresses for Notices

                	
                  7

                


        

      

    

    


    
      
        
           


        

        
          -i-

          
            

          

        

        
           


        

      

    

     

    
      	
              Date

            	
                                                                                 2008

            
	 
      	 
      
	
              Parties

            	
              Secare
      Health Centre Pty Limited (ACN 080 464 982) of Level 1, 204-218
      Botany Road, Alexandria NSW 2015 (“Lender”)

            
	 
      	 
      
	 
      	
              AMI
      Australia Holdings Pty Limited (ACN 095 238 645) of Level 1,
      204-218 Botany Road, Alexandria NSW 2015 (“Borrower”)

            
	 
      	 
      


    

    


     

    Background

     

    
      	
               
      

            	
              A.

            	
              The
      Borrower has requested that the Lender lend the Borrower AUD1 million to
      assist the Borrower to expand its business into the United Kingdom (Loan).

            


    

     

    
      	
               
      

            	
              B.

            	
              The
      Lender has agreed to advance the Loan on the basis set out in this
      Deed.

            


    

     

    Operative
provisions

     

    
      

    

    
      
        	
                1

              	
                Loan
      and Ranking

              


      

       

    

    
      	
              1.1

            	
              The
      Borrower has agreed to advance the Loan on the terms set out
      below.

            


    

     

    
      	
              1.2

            	
              The
      parties agree that the Loan will be secured by a second ranking fixed and
      floating charge over the Borrower.

            


    

     

      
        

      

    

    
      
        	
                2

              	
                Drawdown
      and Conditions Precedent

              


      

       

    

    
      	
              2.1

            	
              The
      Lender will advance the Loan to the Borrower on the date of this Deed
      provided that the Lender has received the following documents in form and
      substance satisfactory to it:

            


    

     

    
      	
               
      

            	
              (a)

            	
              this
      Deed and all other transaction documents (Transaction
      Documents) (if any) listed in Part 1 of the Schedule duly executed
      by the Borrower; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      other documents and information which the Lender has requested from the
      Borrower.

            


    

     

    
      

    

    
      
        	
                3

              	
                Interest

              


      

       

    

    
      	
              3.1

            	
              The
      Borrower must pay interest on the outstanding balance of the Loan for the
      period from and including the date of this Deed to but excluding the third
      anniversary of the date of this Deed (Repayment
      Date) at an annual interest rate equal to 10 per cent per
      annum.  Interest will be payable monthly in
    arrears.

            


    

     

    
      	
              3.2

            	
              Interest
      will accrue from day to day, be calculated on the basis of the actual
      number of days elapsed and a 365 day year (including the first day of the
      period during which it accrues but excluding the last) and be paid in
      arrears on each Interest Payment
Date.

            


    

     

    
      
        
           


        

        
          -1-

          
            

          

        

        
           


        

      

    

    


    
      	
              3.3

            	
              Interest
      payments by the Borrower must be made in AUD dollars in same day funds on
      the first day of each month to the Lender's account or, if that date is
      not a day on which the Lender is open for business in Sydney, on the next
      day the Lender is open for business in Sydney and on the Final Repayment
      Date (each an
      Interest Payment Date).

            


    

     

    
      	
              3.4

            	
              The
      certificate of the Lender as to the amount and rate of interest payable
      under this Deed will be conclusive and binding on the
      Borrower.

            


    

     

    
      
        

      

      
        	
                4

              	
                Repayment
      and prepayment

              


      

       

    

    
      	
              4.1

            	
              The
      Borrower must repay the remainder of the Loan in full by the Repayment
      Date.

            


    

     

    
      	
              4.2

            	
              The
      Borrower may prepay the Loan in whole or in part, together with interest
      accrued on the amount to be prepaid to the date of prepayment on any
      Interest Payment Date after giving the Lender 10 days' notice of the date
      of that prepayment.

            


    

     

    
      
        

      

      
        	
                5

              	
                Representations
      and warranties

              


      

       

    

    
      	
              5.1

            	
              The
      Borrower represents and warrants to the Lender
  that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              it
      is duly incorporated under the laws of NSW and it has taken all necessary
      corporate action to authorise its entry into and the performance of its
      obligations under this Deed;

            


    

     

    
      	
               
      

            	
              (b)

            	
              this
      Deed constitutes the Borrower's valid and legally binding obligations,
      enforceable in accordance with its
terms;

            


    

     

    
      	
               
      

            	
              (c)

            	
              it
      has obtained all authorisations and consents as are required in connection
      with the execution and performance of this Deed and such authorisations
      and consents are in full force and effect;
and

            


    

     

    
      	
               
      

            	
              (d)

            	
              on
      satisfaction of the conditions precedent, the Loan will be secured by a
      second ranking fixed and floating charge over the
  Borrower.

            


    

     

    
      

    

    
      
        	
                6

              	
                Undertakings
      by the Borrower

              


      

       

    

    
      	
              6.1

            	
              Unless
      the Lender otherwise consents in writing, during the term of this Deed the
      Borrower must:

            


    

     

    
      	
               
      

            	
              (a)

            	
              not
      make any material changes to its business or dispose of any of its core
      assets or undertakings;

            


    

     

    
      	
               
      

            	
              (b)

            	
              manage
      and conduct its business in the ordinary course of business and with
      all due care and in accordance with normal and prudent practice (having
      regard to the nature of the business and past practice and so as to comply
      with all applicable laws);

            


    

     

    
      	
               
      

            	
              (c)

            	
              use
      its best endeavours to maintain the profitability and value of its
      business;

            


    

     

    
      	
               
      

            	
              (d)

            	
              repair
      and maintain each of its assets;

            


    

     

    
      	
               
      

            	
              (e)

            	
              not
      subscribe or agree to subscribe for any equity interest in any
      party;

            


    

     

    
      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (f)

            	
              not
      guarantee the obligations of or provide financial support to any
      party;

            


    

     

    
      	
               
      

            	
              (g)

            	
              not
      repay any loan in priority to payment of the
  Loan;

            


    

     

    
      	
               
      

            	
              (h)

            	
              not
      enter into any joint venture agreement or other arrangement which gives
      any party an interest in the profits of its business;
  and

            


    

     

    
      	
               
      

            	
              (i)

            	
              not
      grant any encumbrance to any party.

            


    

     

    
      
        

      

      
        	
                7

              	
                Default

              


      

       

    

    
      	
              7.1

            	
              On
      the occurrence of any of the events set out at (a) to (p) below, the
      Lender may serve a notice on the Borrower and the amount of the Loan which
      is outstanding and all interest accrued on the Loan and unpaid will become
      immediately due and payable:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Borrower fails to pay when due any amount payable under this Loan
      Agreement or fails to duly perform or comply with any of its obligations
      under any Transaction Document;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Borrower has misrepresented any material fact relating to its financial
      condition to the Lender;

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      default occurs under the provisions of any other agreement or instrument
      evidencing or securing indebtedness exceeding $250,000 (including any
      guarantee, charge or similar obligation and whether granted to the Lender
      or otherwise) of the Borrower or any liability of the Borrower becomes or
      may be declared due prior to its stated
  maturity;

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      event occurs which, in the reasonable opinion of the Lender, may
      materially and adversely affect the business, assets or financial
      condition of the Borrower;

            


    

     

    
      	
               
      

            	
              (e)

            	
              an
      application is made to a court for an order that the Borrower be wound up
      or that a provisional liquidator be appointed (unless the application is
      withdrawn, struck out or dismissed within 28 days of it being
      made);

            


    

     

    
      	
               
      

            	
              (f)

            	
              a
      liquidator is appointed to the
Borrower;

            


    

     

    
      	
               
      

            	
              (g)

            	
              a
      resolution is passed or a decision taken to appoint an administrator to
      the Borrower or there is a controller (as defined under the Corporations Act 2001
      (Cth) (Act)
      of any of its assets;

            


    

     

    
      	
               
      

            	
              (h)

            	
              except
      to reconstruct or amalgamate while solvent on terms approved by the
      Lender, the Borrower enters into, or resolves to enter into, an
      arrangement or composition with, or assignment for the benefit of, all or
      any of its creditors, or it, or anyone on its behalf, proposes a
      reorganisation, moratorium, deed of company arrangement or other
      administration involving any of them or the winding up or dissolution of
      the Borrower;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Borrower is, states that it is, or is presumed under any applicable law to
      be, insolvent;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      Borrower becomes an insolvent under administration as defined in Part 5 of
      the Act or action is taken which could result in that
    event;

            


    

     

    
      	
               
      

            	
              (k)

            	
              as
      a result of the operation of section 459F(1) of the Act, the Borrower is
      taken to have failed to comply with a statutory
  demand;

            


    

     

    
      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (l)

            	
              anything
      having a substantially similar effect to any of the events specified above
      happens to the Borrower under the law of any
  jurisdiction;

            


    

     

    
      	
               
      

            	
              (m)

            	
              any
      Guarantor becomes bankrupt or an insolvent person under
      administration;

            


    

     

    
      	
               
      

            	
              (n)

            	
              any
      of the representations and warranties set out in this Deed is materially
      inaccurate;

            


    

     

    
      	
               
      

            	
              (o)

            	
              the
      Borrower breaches any covenant set out in clauses 6.1 (a), (e), (f), (g),
      (h) or (i); or

            


    

     

    
      	
               
      

            	
              (p)

            	
              the
      Borrower does not rectify any breach of any other clause of this Deed
      within 28 days after receipt of a notice from the Lender specifying the
      breach.

            


    

     

    


    
      
        	
                8

              	
                Expenses,
      costs and Taxes

              


      

       

    

    Expenses

     

    
      	
              8.1

            	
              Whether
      or not the Loan is made, the Borrower must pay to or reimburse the Lender
      on demand for:

            


    

     

    
      	
               
      

            	
              (a)

            	
              all
      costs, expenses and Taxes incurred or payable by the Lender 
      for:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      negotiation, preparation, execution, completion, stamping and registration
      of the Transaction Documents;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      arrangement of the Loan;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      attendance, inspection, calculation, approval, consent, waiver, variation,
      release or discharge made or given by the Lender under a Transaction
      Document;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      amendment of any Transaction Document;
and

            


    

     

    
      	
               
      

            	
              (v)

            	
              any
      enquiry by any Government Agency concerning the Borrower, any Security
      Provider or any transaction contemplated by or funded under a Transaction
      Document; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      costs, expenses and Taxes incurred or payable by the Lender for any
      contemplated or actual enforcement of a Transaction Document, or the
      preservation of its rights, powers and remedies under a Transaction
      Document.

            


    

     

    
      	
              8.2

            	
              The
      costs, expenses and Taxes of the Lender to be paid or reimbursed by the
      Borrower under clause 8.3 include:

            


    

     

    
      	
               
      

            	
              (a)

            	
              costs
      of time spent by any personnel of the Lender, at the daily or hourly rate
      reasonably determined by the Lender, costs and expenses of any person
      engaged by the Lender, and all administration costs, internal and external
      legal fees and disbursements (together with Taxes on those costs,
      expenses, fees and disbursements) on a full indemnity basis;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      costs, expenses and Taxes incurred in retaining an independent consultant
      or other person to evaluate any matter of
  concern.

            


    

     

    Costs

     

    
      	
              8.3

            	
              The
      Borrower must bear the cost of doing or refraining from doing any act,
      matter or thing which it is required to do or refrain from doing under or
      in connection with a Transaction
Document.

            


    

     

    
      
        
           


        

        
          -4-

          
            

          

        

        
           


        

      

    

    


    Taxes

     

    
      	
              8.4

            	
              The
      Borrower must pay all Tax in relation to the execution, delivery,
      registration, performance, release, discharge, variation, enforcement or
      attempted enforcement of or otherwise in respect of the Transaction
      Documents.

            


    

     

    Goods
and Services Tax

     

    
      	
              8.5

            	
              The
      Borrower must pay to the Lender on demand any GST which is payable as a
      consequence of any supply made or deemed to be made or other matter or
      thing done under or in connection with this Deed by the Lender, together
      with any fine, penalty or interest payable because of a default of the
      Borrower.  The amount paid by the Borrower to the Lender on
      account of GST must be sufficient to ensure that the economic benefit to
      the Lender of this Deed remains the same whether GST applies or
      not.

            


    

     

    
      	
              8.6

            	
              The
      Lender will give the Borrower a tax invoice complying with any legislation
      under which GST is imposed.

            


    

     

    
      	
              8.7

            	
              The
      Borrower must pay any amount it is required to pay under clause 8.5 in
      full and without deduction, notwithstanding any entitlement that it may
      have to a credit or offset.

            


    

     

    
      
        

      

      
        	
                9

              	
                Interest
      on overdue amounts

              


      

       

      Default
interest

    

     

    
      	
              9.1

            	
              The
      Borrower must pay interest to the Lender on demand on any amount due and
      payable by the Borrower under a Transaction Document but unpaid (including
      interest payable under this
clause).

            


    

     

    
      	
              9.2

            	
              Interest
      under clause 9.1:

            


    

     

    
      	
               
      

            	
              (a)

            	
              accrues
      on each unpaid amount from and including the due date for payment to the
      date of actual payment at the rate determined by the Lender to be the sum
      of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              3%
      per annum; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Base Rate; 

            


    

     

    
      	
               
      

            	
              (b)

            	
              accrues
      from day to day;

            


    

     

    
      	
               
      

            	
              (c)

            	
              is
      calculated on the basis of the actual number of days elapsed (including
      the first day but excluding the last) and a 365 day year;
    and

            


    

     

    
      	
               
      

            	
              (d)

            	
              may
      be compounded by the Lender at intervals selected by the Lender or, if no
      selection is made, at 1 month
intervals.

            


    

     

    Additional
interest

     

    
      	
              9.3

            	
              If
      a liability under a Transaction Document becomes merged in a judgment, the
      Borrower must, as an independent obligation, pay interest on the amount of
      that liability to the Lender.  Interest on the amount of that
      liability will accrue from the date the amount becomes due until the date
      the amount is paid, both before and after judgment, at the rate which is
      the higher of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      rate payable under the judgment;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      rate referred to in clause 9.2.

            


    

     

    


    
      
        
           


        

        
          -5-

          
            

          

        

        
           


        

      

    

     

    
      

    

    
      
        	
                10

              	
                Assignment
      and amendment

              


      

       

    

    
      	
              10.1

            	
              No
      party may assign any of its rights in relation to this Deed without
      the other party’s prior written consent.  This Deed may only be
      amended by written instrument signed by the Lender and the
      Borrower.

            


    

     

    
      
        

      

      
        	
                11

              	
                Set-Off

              


      

       

    

    
      	
              11.1

            	
              The
      Lender may at any time and without notice to the Borrower apply amounts
      standing to the credit of any account of the Borrower with the Lender or
      its affiliates to reduce the Borrower's obligations under this Deed, even
      if the Lender has not demanded payment or the obligations are contingent
      or unmatured.

            


    

     

    
      
        

      

      
        	
                12

              	
                No
      Waiver

              


      

       

    

    
      	
              12.1

            	
              No
      failure or delay by the Lender in exercising any right, power or remedy
      under this Deed shall operate as a waiver of that right, power or remedy.
      Rights, powers and remedies available under this Deed are cumulative and
      do not exclude those provided by
law.

            


    

     

    
      
        

      

      
        	
                13

              	
                Governing
      Law and jurisdiction

              


      

       

    

    
      	
              13.1

            	
              This
      Deed is governed by the laws of New South Wales and the Borrower
      irrevocably submit to the non-exclusive jurisdiction of the courts of New
      South Wales.

            


    

     

    
      
        

      

      
        	
                14

              	
                Notices

              


      

       

    

    
      	
              14.1

            	
              Notices
      given under this Deed will be given to the relevant party by delivery,
      pre-paid post or facsimile at the party's address set out above or
      facsimile number for notices set out in Part 2 of the
      Schedule.

            


    

     

    
      
        

      

      
        	
                15

              	
                Acceptance

              


      

       

    

    
      	
              15.1

            	
              The
      Borrower evidences their acceptance of the terms of this Loan Deed by
      execution.

            


    

     

    
      
        
           


        

        
          -6-

          
            

          

        

        
           


        

      

    

     

    Schedule
to Loan Agreement

    
       

      Part
1 - Transaction Documents

      
        

      

    

     

    
      	
              1.

            	
              Certified
      true copies of the Borrower's:

            


    

     

    
      	
               
      

            	
              (a)

            	
              certificate
      of incorporation;

            


    

     

    
      	
               
      

            	
              (b)

            	
              memorandum
      and articles of association;

            


    

     

    
      	
               
      

            	
              (c)

            	
              resolutions
      of its board of directors authorising the Borrower to enter into and
      perform its obligations under the Loan Agreement and authorising a person
      or persons to execute and deliver the Loan Agreement on behalf of the
      Borrower and give any required notices under
it.

            


    

     

    
      	
              2.

            	
              The
      Loan Agreement to which this is
annexed.

            


    

     

    
      	
              3.

            	
              Fixed
      and Floating Charge over the
Borrower.

            


    

     

    
      Part
2 – Addresses for Notices

      
        

      

    

    To the
Borrower:

     

    
      	
              Address:

            	
              Level
      1, 204-218 Botany Road, Alexandria NSW 2015

            
	
              Attention:

            	
              Jack
      Vaisman

            
	
              Facsimile
      no:

            	
              (02)
      9640 5264

            


    

    


     

    To the
Lender:

     

    
      	
              Address:

            	
              Level
      1, 204-218 Botany Road, Alexandria NSW 2015

            
	
              Attention:

            	
              Jack
      Vaisman

            
	
              Facsimile
      no:

            	
              (02)
      9640 5264

            


    

     

    
      
        
           


        

        
          -7-

          
            

          

        

        
           


        

      

    

    


    Execution

     

     

    Executed as a deed.

     

     

    
      	
              Signed
      sealed and delivered

            	 
      	 
      
	
              by
      Secare Health
      Centre Pty Limited

            	 
      	 
      
	
              In
      accordance with section 127 of the Corporations Act

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	       
      
	 
      	 
      	
              Signature
      of sole director

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	   
        
	 
      	 
      	
              Name
      of sole director (please print)

            


    

    


     

    
      	
              Signed
      sealed and delivered

            	 
      	 
      
	
              by
      AMI Australia
      Holdings Pty Limited

            	 
      	 
      
	
              In
      accordance with section 127 of the Corporations Act

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	  
        
	 
      	 
      	
              Signature
      of sole director

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	    
        
	 
      	 
      	
              Name
      of sole director (please print)

            


    

     

    
      
        
           


        

        
          -8-