14
                November 2007 

               

            	 
	
              The
                Directors 

              Royal
                Wolf Australia Group

              Suite
                202, Level 2

              22-28
                Edgeworth David Ave

              Hornsby
                NSW 2077 

            	 


    

     

    Dear
      Sirs, 

    


    Further
      to our recent discussions we are pleased to enclose our Variation Letter which
      documents the changes to your facilities.

    


    Please
      note that this letter constitutes a variation to the terms and conditions that
      have been established in our Letter of Offer documentation.

    


    The
      attached documents include:

    


    
      	
              ·

            	
              Your
                copy of the Variation
                Letter
                which details changes to arrangements.

            


      	 	 


      	· 	
              A
                copy
                of
                the Variation
                Letter -
                this copy is for you to sign and return to accept the
                offer.

            


      	 	 


      	· 	A covering customer information sheet which details
              the
              steps you need to take to accept this variation. Please note that
              acceptance is required by 14
              December 2007.


    

     

    If
      you
      have any questions, please don’t hesitate to contact me on 9226
      4548

    


    Yours
      sincerely,

    


    


    


    
      	
              Zaheed Khan

              Relationship Manager

               

            	
              Trevor
                Auld     

              Associate
                Director

            


    

     

         


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    


    CUSTOMER
      INFORMATION SHEET

     

    This
      information sheet is attached to assist you in completing the steps necessary
      to
      accept our offer and satisfy those things required by the Bank before it will
      make the facilities available.

    


    If
      you
      have any concerns about what is required please discuss these with your ANZ
      Manager.

    


    NOTE: This
      Customer Information Sheet is not part of your agreement with the Bank. It
      is
      for convenience only. If there is any inconsistency between this Customer
      Information Sheet and any other documents which you have received from the
      Bank,
      those other documents prevail.

     

    To
      accept our offer:

     

    
      	
               ̈

            	
              SIGN
                the acceptance in the attached duplicate letter where indicated on
                pages
                11-12.

            
	 	 
	
               ̈

            	
              Ensure
                Corporate Surety Acknowledgment on pages 13-14 of the letter is signed.
                

            
	 	 
	
               ̈

            	
              RETURN
                the signed letter and all other required documents, as listed below,
                to
                the Bank at our address shown in the letter by 14
                December 2007.

            
	 	 
	
              Other
                documents attached which are required to be executed and returned
                with the
                accepted Letter of Offer or prior to facilities being drawn:
                

            
	 	 
	
               ̈

            	
              Certificate
                of Value and Location of Assets 

            
	 	 
	
              þ Tick
                when completed.

            


    

     

    
 

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    
      	
              14
                November 2007

            	 
	
              The
                Directors (Company)

              Royal
                Wolf Australia Group

              Suite
                202, Level 2

              22-28
                Edgeworth David Ave

              Hornsby
                NSW 2077 

            	 


    

    


    


    


    Dear
      Sirs, 

    VARIATION
      LETTER

    Royal
      Wolf Australia Group 

    


     

    Following
      our recent discussions, we are pleased to offer an additional facility and
      variations to some of the conditions on which the existing facilities are
      provided as follows:

     

    Summary
      of facilities available:

     

    A
      summary
      of facilities is as follows:

     

    


    
      	
              Facility

            	
              Facility
                Limit

              AUD

            
	
              Interchangeable
                Facility (1)

              - Fixed
                Rate Commercial Bill Facility

              - Variable
                Rate Commercial Bill Acceptance and Discount Facility

            	
              40,000,000

               

               

            
	
              Interchangeable
                Facility (2)

              - Fixed
                Rate Commercial Bill Facility

              - Variable
                Rate Commercial Bill Acceptance and Discount Facility

            	
              5,000,000

               

               

            
	
              Interchangeable
                Facility (3) (additional)

              - Fixed
                Rate Commercial Bill Facility

              - Variable
                Rate Commercial Bill Acceptance and Discount Facility

              OR

              - Tailored
                Business Facility

            	
              12,300,000

               

               

            
	
              Multi
                Option Facility

              - Lease
                Finance (Progressive Draw) Facility

              - Hire
                Purchase (Progressive Draw) Facility

            	
              500,000

               

            
	
              ANZ
                Online Facility - Direct Payments

            	
              2,000,000

            
	
              ANZ
                Online Facility - Global Payments

            	
              1,000,000

            
	
              Indemnity/Guarantee
                Facility - Financial Guarantees

            	
              1,500,000

            
	
              Invoice
                Finance Facility

            	
              13,000,000

            
	 	 
	
              Total
                Facility Limits:

            	
              75,300,000

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    Details
      of additional facility:

     

    Details
      of the additional facility are set out in the Facilities Schedule to this
      Variation Letter.

     

    Security:

     

    The
      existing security held by us is to remain in full force and will extend to
      cover
      the existing facilities and the additional facility in this letter being
      provided to you by us.

    


    Securities
      for the facilities are set out in the Security Schedule to this
      letter.

     

    Financial
      requirements, other conditions and conditions precedent: 

     

    Details
      of additional financial covenant and conditions precedent are set out in the
      Financial Requirements and Other Conditions Schedule to this Variation
      Letter.

    


    


    The
      existing financial reporting
      requirements and other conditions continue to remain in full force. 

     

    General
      and Specific Conditions:

     

    Our
      General Conditions (Fourth Edition 2003) apply to the facilities as well as
      any
      applicable Specific Conditions to the facilities. Both the General Conditions
      and any applicable Specific Conditions are enclosed with this letter, unless
      they have been previously provided by us.

     

    Annual
      review: 

     

    The
      facilities are subject to annual
      review.
      The next review date will be on 17
      October 2008.

     

    If
      the
Annual
      review
      is not carried out on or before the next review date, we may carry out the
      Annual
      review
      at any time after the next review date.

     

    Conditions
      continue:

     

    Until
      you
      accept our offer (and have complied with all conditions precedent), the
      arrangements for the facilities that we are making available to you, including
      the conditions on which those facilities are being made available,
      continue.

     

    No
      other variations:

     

    Except
      as
      indicated above, it is not proposed to vary any of the other conditions of
      your
      facilities.

    


    Fees

     

    Loan
      Approval Fee:

     

    A
      Loan
      Approval Fee of $90,000 will
      be
      debited to your account on receipt of your acceptance of this letter. This
      has
      been discounted from $125,000 due to our relationship with Royal Wolf Australia
      Group.

     

    Stamp
      Duty - Certificate of Value and Location of Assets

     

    To
      ensure
      government stamp duty is paid correctly on any document and transaction would
      you please provide us with a certificate signed by each entity providing
      security which sets out the location of assets on a State or Territory basis
      (the form of the certificate required is attached).

    


    Stamp
      duty and other State and Federal Government charges may be levied/payable on
      the
      facilities provided by the Bank. State charges may apply in a single
      jurisdiction or multiple jurisdictions. You are liable for all such duties
      or
      charges and we may debit your account for those charges. If you do not have
      an
      account with us we will ask you to pay by cheque. We may, at our discretion,
      seek advice from external legal sources to advise on duties and charges payable.
      Any costs associated with obtaining this advice will be for your
      account.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    Offer
      period:

     

    Our
      offer
      is available for acceptance until the close of business on 14
      December 2007 unless
      otherwise extended by ANZ in writing.

    


    We
      may
      withdraw our offer at any time before you accept it if we become aware of
      anything which, in our opinion, adversely alters the basis on which we made
      our
      offer.

     

    Acceptance:

     

    To
      accept
      this offer, please sign the duplicate of this letter of offer where indicated
      and return it to me at this office.

    


    Yours
      faithfully,

    


    
      	Zaheed Khan	Trevor Auld
	Relationship
              Manager	Associate
              Director


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    FACILITIES
      SCHEDULE

     

    FACILITIES
      SCHEDULE to Variation Letter dated 14 November 2007.

    


    The
      facility
      detailed in this Schedule corresponds
      with
      those denoted as varied or additional in the Facility Summary shown on page
      1 of
      this letter. The details of all other facilities remain unchanged.

     

    Please
      note the following in relation to Uncommitted Facilities

     

    Prior
      to
      the date of this Variation Letter, we have advised you of the availability
      of
      one or more of the following uncommitted facility types: 

     

    
      	 	·	Interest Rate Swap Facility 


      	 	 	 


      	 	
              ·

            	
              Foreign
                Currency Dealing 

            


    

     

    Drawings
      under any of these facilities are subject to our discretion - that is they
      are
      available only if we agree to the terms and conditions of each individual
      contract or transaction. While you may continue to request us to enter into
      transactions of the uncommitted facility/facilities previously included in
      your
      letter of offer, we will no longer be making reference to these facilities
      in
      future letter of offer documentation and each request will remain subject to
      us
      agreeing the terms and conditions of each individual contract or
      transaction.

     

    The
      facility
      specified below are only
      available to the customer named before the facility details.

    


    
      	
              CUSTOMER:

            	
              Royal
                Wolf Australia Group 

            
	 
	
              Interchangeable
                Facility (3)

            
	 	 
	
              Total
                facility limit:

            	
              $12,300,000

            
	 	 
	
              Termination
                date:

            	
              18
                September 2012 

            
	 	 
	
              Purpose:

            	
              To
                assist with acquisition of assets of GE Seaco Australia Pty Ltd and
                other
                related entities.

            
	 	 
	
              Repayments:

            	
              Interest
                only until 18 September 2012.

            
	 	 
	
              Total
                facility limit for Interchangeable Facility and separate facility
                limits:

            	
              You
                may only make a drawing under a particular facility included in the
                Interchangeable Facility so long as the making of the drawing would
                not
                cause:

            
	 	 
	 	
              (i)

            	
              the
                amount of the outstanding drawings under both
                the facilities included in the Interchangeable Facility to exceed
                the
                total facility limit for the Interchangeable Facility;
                and

            
	 	
              (ii)

            	
              the
                amount of the outstanding drawings under the particular facility
                under
                which the drawing is made to exceed the facility limit, if any, for
                that
                particular facility.

            
	 	 	 
	
              Detailed
                Facility Information

            	
              The
                terms associated with the specific facility types listed within the
                Interchangeable facility are documented separately. 

            
	 	 
	
              Fixed
                Rate Commercial Bill Facility

            
	 
	
              Yield
                rate:

            	
              For
                each drawing of bills, a rate fixed for all rollovers up until the
                last
                day of the term.

            
	 	 
	
              Fees:

            	
              Line
                fee:

              0.50%
                pa on the facility limit, payable quarterly in advance,
                commencing on the
                date on which the facility is first.
                This fee is not rebatable.

               

              Handling
                fee:

              A
                fee of $150 is payable when each bill is rolled. 

            
	 
	 	
               

              Acceptance
                fee:

              For
                each bill, an amount equal to 0.85% pa on the face amount of the
                bill
                calculated on the tenor of the bill and payable on the drawdown date
                for
                the bill.

            
	 	 
	
              Specific
                Conditions:

            	
              Specific
                Conditions for the facility are enclosed. 

            
	 
	
              Variable
                Rate Commercial Bill Acceptance and Discount
                Facility

            
	 
	
              Yield
                Rate:

            	
              For
                each drawing of bills, a rate quoted by us for the face value of
                the bills
                for the relevant tenor.

               

              For
                tenors of 30, 60, 90, 120, 150 or 180 days, the actual rate used
                in the
                calculation will be the Bank Bill Swap Rate - Average Bid (rounded
                to the
                nearest two decimal places) plus a margin (if applicable).

              For
                any other tenor, the actual rate used in the calculation will be
                the rate
                that we determine is the prevailing rate at which we can discount
                bills
                for the relevant term (rounded to the nearest two decimal places)
                plus a
                margin (if applicable).

               

              In
                either case, the margin to be applied will depend on the size of
                the bill
                parcel and tenor.

               

              The
                Bank Bill Swap Rate - Average Bid is quoted on the BBSY screen of
                Reuters
                on the day the quote is given and advertised in the Australian Financial
                Review the following business day.

               

              An
                additional margin reflecting any movement in the actual rate since
                its
                quotation may be applied if your bills are not ready for acceptance
                by us
                by 12 noon on the day the bills are to be discounted or
                rolled.

               

              Full
                details of how the rate has been calculated will be listed on the
                quotation given.

            
	
              Fees:

            	
              Line
                fee:

              0.50%
                pa on the facility limit, payable quarterly in advance,
                commencing on the
                date on which the facility is first This
                fee is not rebatable.

            
	 	
              Handling
                fee:

              A
                fee of $150 is payable when each bill is rolled. 

            
	 	
              Acceptance
                fee:

              For
                each bill, an amount equal to 0.85% pa on the face amount of the
                bill
                calculated on the tenor of the bill and payable on the drawdown date
                for
                the bill.

            
	
              Specific
                Conditions:

            	
              Specific
                Conditions for the facility are enclosed.


            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    Or

     

    
      	
              ANZ
                Tailored Business Facility

            
	 
	
              WARNING:

               

              a) If
                you terminate or prepay a Bills Contract under your Extendible Fixed
                Rate
                Commercial Bills Facility, the amount of costs or losses payable
                by you
                may be significant. When calculating any costs or losses suffered
                by ANZ
                as a result of a termination and prepayment, ANZ will value the Bills
                Contract on a mark to market basis which involves ANZ making a genuine
                attempt to estimate the economic loss or reduction of return and
                cost it
                might incur taking into account movement in rates in the Australian
                market. ANZ will make allowance for any benefit that it will get
                as a
                result of the termination and prepayment.

               

              b) If
                you wish to terminate or make a prepayment, you should discuss it
                with ANZ
                first and it can calculate the costs or losses that you would have
                to pay
                if you terminated or made the prepayment. This will help you to decide
                whether you want to go ahead with the termination or
                prepayment.

            
	 
	
              Facility
                Limit

            	
              12,300,000

            
	 	 
	
              Sub
                Limit(s)

            	
              To
                be determined with ANZ Markets.

            
	 	 
	
              Total
                facility limit for ANZ Tailored Business Facility and Sub
                Limits:

            	
              You
                may only make a Drawing under a particular Facility Option included
                in the
                ANZ Tailored Business Facility so long as the Drawing would not
                cause:

            
	 	 
              
	
              (i)

            	
              the
                amount of the outstanding Drawings under both the Facility Options
                included in the ANZ Tailored Business Facility to exceed the total
                Facility Limit for the ANZ Tailored Business Facility;
                and

            
	 	 
	
              (ii)

            	
              the
                amount of the outstanding Drawings under the particular Facility
                Option
                under which the Drawing is made to exceed the Sub Limit if any for
                that
                particular Facility Option or combination of Facility
                Options.

            
	 	 
	
              Fees:

            	
              Line
                fee:

              A
                Line Fee of 0.50% p.a. on the Facility Limit is payable quarterly
                in
                advance commencing the date on which the facility is first
                drawn.
                This fee is not rebatable.

            
	 	 
	 	
              Handling
                fee:

              A
                fee of $150 is payable when each bill is rolled. 

               

              Acceptance
                fee:

              For
                each bill, an amount equal to 0.85% pa on the face amount of the
                bill
                calculated on the tenor of the bill and payable on the drawdown date
                for
                the bill.

            
	 	 
	
              Yield
                Rate:

            	
              Yield
                rate is as advised by ANZ Markets. The Specific Conditions define
                how the
                yield rate is determined. 

            
	 	 
	
              Specific
                Conditions:

            	
              Specific
                Conditions for the ANZ Tailored Business Facility are
                enclosed.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    SECURITY
      SCHEDULE

     

    SECURITY
      SCHEDULE
      to
      Variation Letter dated 14 November 2007 .


     

    Existing
      Securities

     

    
      	
              · Corporate
                Guarantee and Indemnity between:

              - Royal
                Wolf Trading Australia Pty Ltd ACN 069 244 417

              - RWA
                Holdings Pty Ltd ACN 106 913 964 

              - GFN
                Australasia Holdings Pty Ltd ACN 121 226 793

              - GFN
                Australasia Finance Pty Ltd ACN 121 227 790

              - Royal
                Wolf Hi-Tech Pty Ltd ACN 079 735 050

               

              · First
                Registered Company Charges (Mortgage Debentures) over all the assets
                and
                undertaking of:

              - Royal
                Wolf Trading Australia Pty Ltd ACN 069 244 417 ASIC Charge No. 1117185
                dated 20 May 2005.

              - RWA
                Holdings Pty Ltd ACN 106 913 964 ASIC Charge No. 1117184 dated 20
                May
                2005. 

              - Royal
                Wolf Hi-Tech Pty Ltd ACN 079 735 050 ASIC Charge No. 1438843 dated
                12
                April 2007.

              - GFN
                Australasia Holdings Pty Ltd ACN 121 226 793

              - GFN
                Australasia Finance Pty Ltd ACN 121 227 790

              (These
                are fixed and floating charges over all present and future assets,
                undertaking (including goodwill) and unpaid/uncalled capital of the
                companies).

               

              · Registered
                Fixed Charge over shares in Royal Wolf Trading Australia Pty Limited
                ACN
                069 244 417 granted by RWA Holdings Pty Ltd ACN 106 913 964 ASIC
                Charge
                No.1117849 dated 31 December 2004.

            
	
               

              · Deed
                of Subordination dated 14 September 2007 between General Finance
                Corporation (U.S), GFN U.S. Australasia Holdings, Inc., Bison
                Capital Australia, L.P.,
                Royal Wolf Australia Group and Australia and New Zealand Banking
                Group
                Limited ABN 11 005 357 522 (the
                Bank).

            


    

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    FINANCIAL
      REQUIREMENTS AND OTHER CONDITIONS SCHEDULE

     

    FINANCIAL
      REQUIREMENTS AND OTHER CONDITIONS SCHEDULE to Variation Letter dated 14 November
      2007.

     

    Financial
      covenants: 

     

    While
      we
      are making facilities available to you and while there remains any obligations
      by you to us, you undertake that:

     

    
      	 	
              ·

            	
              Consolidated
                Interest Cover: The
                interest cover ratio must
                be equal to or greater than as listed below at all
                times,
                tested half yearly:

            


    

     

    (existing)

    FYE
      2008
      - 1.5 times 

    FYE
      2009
      - 2.0 times 

    FYE
      2010
      - 2.5 times 

    FYE
      2011
      - 3.0 times 

     

    


    
      	
              ·

            	
              Consolidated
                Senior Debt Interest Cover:
                - The
                senior debt interest cover ratio must
                be equal to or greater than the level listed below at all
                times,
                tested quarterly on a rolling basis, to commence from the period
                30 June
                2008: 

              (additional)

               

              FYE
                2008 - 2.5 times 

              FYE
                2009 - 3.0 times 

              FYE
                2010 - 3.5 times 

              FYE
                2011 - 4.0 times 

            


    

     

    unless
      we
      have given you our prior written consent to a variation.

     

    All
      other
      financial covenant requirements remain unchanged.

     

    Compliance
      with financial covenants:

     

    If
      any of
      the above financial covenants are breached, unless we have given you our prior
      written consent to a variation, you will be in breach of your obligations in
      terms of Default clauses in the General Conditions.

    


    We
      will
      test the financial covenants for each entity that the financial covenants apply
      to at the end of each compliance
      period as set out above, based
      on
      the definitions and calculations set out below.

    


    You
      agree
      that the interpretation and testing of the above financial covenants will be
      carried out in accordance with the provisions of the Corporation Act 2001 (Cth)
      and the accounting concepts, standards and disclosure requirements of the
      Australian accounting bodies consistently applied, unless otherwise agreed
      in
      writing.

     

    Definitions:

     

    “Consolidated”
      means,
      for the purposes of your financial statements, the following entities


     

    
      	 	
              ·

            	
              Royal
                Wolf Trading Australia Pty Ltd ACN 069 244
                417

            


    

     

    
      	 	
              ·

            	
              RWA
                Holdings Pty Ltd ACN 106 913 964 

            


    

     

    
      	 	
              ·

            	
              GFN
                Australasia Holdings Pty Ltd ACN 121 226
                793

            


    

     

    
      	 	
              ·

            	
              GFN
                Australasia Finance Pty Ltd ACN 121 227
                790

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
      	 	
              ·

            	
              Royal
                Wolf Hi-Tech Pty Ltd ACN 079 735
                050

            


    

     

    “Total
      Interest Expense” means
      the
      aggregate of interest expense, interest expense - Intra Group loans,
      subordinated loans, Invoice Finance Administration Fee and Funding Charge and
      interest expense of Directors, Owners and Shareholder loans.

    


    “EBITDA”
      means
      the consolidated net profit/(loss) before deduction of, interest, tax
      depreciation and amortisation (before significant items).

    


    “Senior
      Debt Interest Expense” means
      the
      aggregate of ANZ Commercial Bills and Invoice Finance interest expense, Invoice
      Finance Administration Fee and Funding Charge.

    


    “GFN
      Loan Interest Subordinated” means
      the
      aggregate of interest expense on loans from General Finance Corporation to
      the
      Group, which have principal and
      interest
      subordinated to the facilities being provided by the bank.

    


    The
      above
      terms are to be interpreted according to the Corporations Act 2001 (Cth),
      Statement of Accounting Concepts, Australian Accounting Standards and other
      mandatory reporting requirements.

    


     

    Calculation:

    
      	
              Consolidated
                Interest Cover: 

            
	 
	
              EBITDA
                

              Total
                Interest Expense less GFN Loan Interest Subordinated

            
	 
	
              Consolidated
                Senior Debt Interest Cover : 

            
	 
	
              EBITDA

              Total
                Senior Debt Interest Expense

            


    

     

    Conditions
      Precedent:

     

    Our
      obligation to make any facilities available is subject to us being satisfied
      that you have complied
      with Clause 4 of the General Conditions and with the following:

     

    
      	 	
              ·

            	
              Signed
                Legal and Financial due diligence to the Bank’s
                satisfaction.

            


    

     

    
      	 	
              ·

            	
              Full
                breakdown of the purchase price to be provided. If final purchase
                price is
                less than $20,000,000, our Facility will reduce accordingly while
                the
                equity contribution is to remain at the current level of approximately
                AUD8,121,000.

            


    

     

    
      	 	
              ·

            	
              Evidence
                of General
                Finance Corporation (U.S.) and/or Bison Capital Australia L.P.
                equity contribution of approximately
                $8,121,000.

            


    

     

    
      	 	
              ·

            	
              You
                agree to enter into arrangements to hedge your interest rate risks
                in
                relation to no less than 50% of the $12,300,00 Interchangeable Facility
                (3). These hedging arrangements
                must: 

            


    

     

    
      	 	
              §

            	
              be
                entered into on or before settlement date;


            


    

     

    §
continue
      for the remainder of the term of the $12,300,000 million Variable Rate/Fixed
      Rate Commercial Bill Acceptance Discount Facility; and

     

    §
be
      acceptable to us in all respects.  

     

    You
      agree
      to provide us with evidence of the hedging arrangement, which is acceptable
      to
      us, on or before settlement.  

     

    
      	 	
              ·

            	
              All
                the assets acquired are or will on completion of the acquisition
                be
                located in Australia.

            


    

     

    
      	 	
              ·

            	
              None
                of the conditions precedent in the sale of business agreement have
                been
                waived or varied without the Bank's written consent, and that your
                solicitor provides a letter in terms satisfactory to the Bank that
                the
                conditions have been satisfied.

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    Conditions
      Subsequent:

     

    Our
      obligation to make any facilities available is subject to us being satisfied
      that you have complied
      with Clause 4 of the General Conditions and with the following:

     

    
      	 	
              ·

            	
              You
                undertake to us that you will send properly executed Notices of Assignment
                of Customer Leases, in the form provided by your solicitor to the
                Banks'
                solicitor, in respect of all Customer Contracts  (as that term is
                defined in the Business Sale Agreement between GE SeaCo Australia
                Pty Ltd
                and Royal Wolf Australia Trading Pty Ltd, and various other parties
                dated
                on or about the date of this letter) to each Customer within 7 days
                of
                completion of the Business Sale
                Agreement.

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    ACCEPTANCE

     

    To:         
      Australia
      and New Zealand Banking Group Limited

    Corporate
      Banking

    Level
      13,
      20 Martin Place

    Sydney
      NSW 2000 

    


    


    


    Acceptance
      of
      Variation Letter dated 14 November 2007. 

    We
      accept
      the additional facility and variations detailed in this letter and acknowledge
      receipt of the applicable Specific Conditions.

    


    Dated..............................................

    


    


    
      	
              Signed
                for and on behalf of GFN
                Australasia Holdings Pty Ltd ACN 121 226 793
                byits its attorney Robert Charles Barnes under power of attorney
                dated in
                the presence of:

            	 	
              GFN
                Australasia Holdings Pty Ltd ACN 121 226 793
                by
                its attorney

            
	 	 	 
	
              Signature
                of witness

            	 	 
	 	 	 
	
              Name
                of witness (BLOCK LETTERS)

            	 	 
	 	 	 
	
              Address
                of witness

            	 	 


    

    


    


    


    
      	
               

              Signed
                for and on behalf of GFN
                Australasia Finance Pty Ltd
                ACN 121 227 790 byits its attorney Robert Charles Barnes under power
                of
                attorney dated in the presence of:

            	 	
              GFN
                Australasia Finance Pty Ltd
                ACN 121 227 790 by its attorney

            
	 	 	
              Robert
                Charles Barnes

            
	
              Signature
                of witness

            	 	 
	 	 	 
	
              Name
                of witness (BLOCK LETTERS)

            	 	 
	 	 	 
	
              Address
                of witness

            	 	 


    

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    


    
      	
               

              Signed
                for and on behalf of Royal
                Wolf Trading Australia Pty Limited
                ACN 069 244 417 byits its attorney Robert Charles Barnes under power
                of
                attorney dated in the presence of:

            	 	
              Royal
                Wolf Trading Australia Pty Limited
                ACN 069 244 417 by its attorney

            
	 	 	
              Robert
                Charles Barnes

            
	
              Signature
                of witness

            	 	 
	 	 	 
	
              Name
                of witness (BLOCK LETTERS)

            	 	 
	 	 	 
	
              Address
                of witness

            	 	 


    

    


    


    
      	
              Signed
                for and on behalf of RWA
                Holdings Pty Limited
                ACN 106 913 964 byits its attorney Robert Charles Barnes under power
                of
                attorney dated in the presence of:

            	 	
              RWA
                Holdings Pty Limited
                ACN 106 913 964 by its attorney

            
	 	 	
              Robert
                Charles Barnes

            
	
              Signature
                of witness

            	 	 
	 	 	 
	
              Name
                of witness (BLOCK LETTERS)

            	 	 
	 	 	 
	
              Address
                of witness

            	 	 


    

    


    


    
      	
              Signed
                for and on behalf of Royal
                Wolf Hi-Tech Pty Ltd
                ACN 079 735 050 byits its attorney Robert Charles Barnes under power
                of
                attorney dated in the presence of:

            	 	
              Royal
                Wolf Hi-Tech Pty Ltd
                ACN 079 735 050 by its attorney

            
	 	 	
              Robert
                Charles Barnes

            
	
              Signature
                of witness

            	 	 
	 	 	 
	
              Name
                of witness (BLOCK LETTERS)

            	 	 
	 	 	 
	
              Address
                of witness

            	 	 


    

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    CORPORATE
      SURETY ACKNOWLEDGMENT

     

    To:         
      Australia
      and New Zealand Banking Group Limited

    Corporate
      Banking

    Level
      13,
      20 Martin Place

    Sydney
      NSW 2000 

     

    Corporate
      Surety Acknowledgment
      to
      Variation Letter dated 14 November 2007

     

    Each
      of
      the following sureties acknowledges that the securities given, or to be given
      by
      us secure all present and future obligations of the customers to the Bank,
      including obligations in respect of the facilities.

     

    By
      providing this surety Acknowledgment to the
      facilities,
      each
      surety acknowledges that the provisions contained at Clause 22 “Privacy” of the
      General Conditions apply to them.

     

    Dated...................................................

     

    
      	
              Signed
                for and on behalf of GFN
                Australasia Holdings Pty Ltd ACN 121 226 793
                byits its attorney Robert Charles Barnes under power of attorney
                dated in
                the presence of:

            	 	
              GFN
                Australasia Holdings Pty Ltd ACN 121 226 793
                by
                its attorney

            
	 	 	 
	
              Signature
                of witness

            	 	 
	 	 	 
	
              Name
                of witness (BLOCK LETTERS)

            	 	 
	 	 	 
	
              Address
                of witness

            	 	 


    

    


    


    
      	
               

              Signed
                for and on behalf of GFN
                Australasia Finance Pty Ltd
                ACN 121 227 790 byits its attorney Robert Charles Barnes under power
                of
                attorney dated in the presence of:

            	 	
              GFN
                Australasia Finance Pty Ltd
                ACN 121 227 790 by its attorney

            
	 	 	
              Robert
                Charles Barnes

            
	
              Signature
                of witness

            	 	 
	 	 	 
	
              Name
                of witness (BLOCK LETTERS)

            	 	 
	 	 	 
	
              Address
                of witness

            	 	 


    

    
 

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    
      	
               

              Signed
                for and on behalf of Royal
                Wolf Trading Australia Pty Limited
                ACN 069 244 417 byits its attorney Robert Charles Barnes under power
                of
                attorney dated in the presence of:

            	 	
              Royal
                Wolf Trading Australia Pty Limited
                ACN 069 244 417 by its attorney

            
	 	 	
              Robert
                Charles Barnes

            
	
              Signature
                of witness

            	 	 
	 	 	 
	
              Name
                of witness (BLOCK LETTERS)

            	 	 
	 	 	 
	
              Address
                of witness

            	 	 


    

    


    


    
      	
              Signed
                for and on behalf of RWA
                Holdings Pty Limited
                ACN 106 913 964 byits its attorney Robert Charles Barnes under power
                of
                attorney dated in the presence of:

            	 	
              RWA
                Holdings Pty Limited
                ACN 106 913 964 by its attorney

            
	 	 	
              Robert
                Charles Barnes

            
	
              Signature
                of witness

            	 	 
	 	 	 
	
              Name
                of witness (BLOCK LETTERS)

            	 	 
	 	 	 
	
              Address
                of witness

            	 	 


    

    


    


    
      	
              Signed
                for and on behalf of Royal
                Wolf Hi-Tech Pty Ltd
                ACN 079 735 050 byits its attorney Robert Charles Barnes under power
                of
                attorney dated in the presence of:

            	 	
              Royal
                Wolf Hi-Tech Pty Ltd
                ACN 079 735 050 by its attorney

            
	 	 	
              Robert
                Charles Barnes

            
	
              Signature
                of witness

            	 	 
	 	 	 
	
              Name
                of witness (BLOCK LETTERS)

            	 	 
	 	 	 
	
              Address
                of witness

            	 	 


    

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    CERTIFICATE
      OF VALUE AND LOCATION OF ASSETS

     

    


    


    Group
      Name: Royal
      Wolf Group

    


    
      	 	
              NSW

            	
              VIC

            	
              QLD

            	
              WA

            	
              SA

            	
              TAS

            	
              ACT

            	
              NT

            	
              Overseas

            	
              Total

            
	
               

              Customer
                Representative to complete values (include all assets e.g. debtors,
                plant,
                land, inventory, goodwill and loans - excluding intercompany loans
                to
                other companies on this list who have given mortgage
                debentures)

            
	
              Royal
                Wolf Trading Australia Pty Ltd ACN 38 069 244 417 

            	 	 	 	 	 	 	 	 	 	 
	
              RWA
                Holdings Pty Ltd 

              ACN
                55 106 913 964 

            	 	 	 	 	 	 	 	 	 	 
	
              GFN
                Australasia Holdings Pty Ltd ACN 121 226 793

            	 	 	 	 	 	 	 	 	 	 
	
              GFN
                Australasia Finance Pty Ltd ACN 121 227 790

            	 	 	 	 	 	 	 	 	 	 
	
              Royal
                Wolf Hi-Tech Pty Ltd ACN 22 079 735 050

            	 	 	 	 	 	 	 	 	 	 
	
              Customer
                Representative to complete values (eg the value of the land or the
                value
                of the shares)

            
	
              N/a

            	 	 	 	 	 	 	 	 	 	 
	
              Totals

            	 	 	 	 	 	 	 	 	 	 


    

    


    CONFIRMATION
      OF PREVIOUS ADVICE

    


    I
      hereby
      certify that location and values of assets listed have not materially changed
      since our previous advice dated / / 

    


    Customer
      Representative Signature .......................................................

    


    Customer
      Representative Name .......................................................

    


    Position
      of Customer Representative .......................................................

    (Director/Financial
      Controller etc)

    


    Date.....................................