West Barrows Mix Pty Ltd
 (Vendor)
 Ames True Temper Australia Pty Ltd
 (Purchaser)
 Michelangelo Cantone and Jewell Cantone
 (Covenantors)
  A.
    
    The Vendor carries on the Business known as Westmix (Business).B.
    
    The Vendor wishes to sell to the Purchaser and the Purchaser wishes to buy from the Vendor
the Business as a going concern on the terms and conditions set out in this Agreement.C.
    
    The Covenantors are the ultimate beneficial owners of the Vendor. In consideration for the
Purchaser agreeing to enter into this Agreement, the Covenantors have entered into this
Agreement to give certain warranties and covenants to the Purchaser.
  in consideration of, among other things, the mutual promises contained in this
Agreement:
  In this Agreement:
 (a)
    
    Accounts means the audited balance sheet of the Company and the audited
income statement of the Company in respect of the financial year ending on the Accounts
Date together with the notes to and the reports of the directors in respect of those
accounts;(b)
    
    Accounts Date means 30 June 2009;(c)
    
    Accounting Principles means the accounting policies (an extract of which is
set out in Schedule 12) and the principles, practices and methodologies used to apply
those accounting policies in the Accounts;(d)
    
    Accounting Standards means:
 (i)
    
    accounting standards approved under the Corporations Act
and its requirements about the preparation and contents of accounts; and
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(ii)
    
    generally accepted accounting principles, policies, practices and
procedures in Australia;
 (e)
    
    Accrued Entitlementsmeans any long service leave and annual leave entitlements of the
Transferring Employees (whether arising under contract, statute, industrial instrument, law or
otherwise) and future long service leave entitlements of any Transferring Employee who has
more than three years of service with the Vendor (pro rated for the period of service of the
Transferring Employee with the Vendor as a proportion of the total service period required to
accrue an entitlement to the long service leave under the applicable contract, statute or
industrial instrument and calculated on the basis of the Transferring Employees effective
daily remuneration (as a package) on the Completion Date);(f)
    
    Aggregate Claimed Amountmeans the aggregate of all amounts claimed by the Purchaser in
respect of Unresolved Claims;(g)
    
    Agreementmeans this agreement, including the schedules, as amended from time to time;(h)
    
    Approvalmeans any licence, consent, certificate, notification, declaration or other
authorisation required for the lawful occupation or use of any Land (and the conduct of any
enterprise on or in connection with Land including the use of Plant and Leased Equipment)
whether or not:
 (i)
    
    directly related to the Environment; or(ii)
    
    made under any Environmental Law;
 (i)
    
    Assets means the assets of the Business on the Completion Date including:
 (i)
    
    the Plant;(ii)
    
    the Plant Leases;(iii)
    
    the Stock;(iv)
    
    the Business Intellectual Property;(v)
    
    the Licensed IP;(vi)
    
    the rights and benefits of the Vendor under the Contracts;(vii)
    
    the goodwill of the Business;(viii)
    
    the Property Leases;(ix)
    
    the Statutory Licences;(x)
    
    Trade Receivables;(xi)
    
    customer deposits and prepayments;(xii)
    
    Records; and(xiii)
    
    any other assets owned by the Vendor and used in connection with the Business, but
does not include the Excluded Assets.
 (j)
    
    Associated Personmeans:
 (i)
    
    in relation to a corporation, any related body corporate, director or
substantial shareholder (as that term is defined in section 9 of the Corporations Act
assuming that the corporation is a listed company
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within the meaning of sections 671B and 9 of the Corporations Act); and(ii)
    
    in relation to a natural person, any spouse, or blood or adoptive
relative of that person or that persons spouse;
 (k)
    
    Assumed Customer Rebatesmeans the Customer Rebates accrued during the period from 1 July
2009 until the Completion Date but only up to a maximum aggregate value of $196,040;(l)
    
    Assumed Liabilitiesmeans the Trade Payables and the Assumed Customer Rebates;(m)
    
    Authority Warrantiesmeans Warranties 1.1 to 1.6 and 2.1 to 2.4 in Schedule 7;(n)
    
    Businessmeans the business of manufacture and distribution of products for the building
and hardware industry such as wheelbarrows, cement mixers, hand trolleys, compactors and
brick saws carried on by the Vendor known as Westmix, including the Assets;(o)
    
    Business Daymeans a day on which banks are open for general banking business in Perth
Western Australia;(p)
    
    Business Intellectual Propertymeans the Intellectual Property Rights (whether registered
or not and whether protected by statute or not) of the Vendor relating to the Business
including the items set out in Schedule 1, but excluding the Licensed IP;(q)
    
    Business Namemeans the registered and unregistered business names set out in Parts 1 and
2 of Schedule 1;(r)
    
    Business Trade Marksmeans the Trade Marks listed in part 4 of Schedule 1 and all
associated goodwill;(s)
    
    Claimmeans, in relation to any person, a claim, action, proceeding, damage, loss, cost
(including legal costs on a client solicitor basis), expense or liability incurred by or to
or made or recovered by or against the person, however arising and whether present,
unascertained, immediate, future or contingent;(t)
    
    Companymeans West Barrows Mix Pty Ltd (ACN 059 493 284);(u)
    
    Completionmeans Completion of the sale and purchase of the Business under clause 8;(v)
    
    Completion Datemeans the latest of:
 (i)
    
    the day which is seven Business Days after fulfilment (or waiver under
clause 5.3) of the conditions referred to in clause 5.1; and(ii)
    
    any other date which is agreed in writing by the parties;
 (w)
    
    Completion Stock Amountmeans the monetary figure (expressed in Australian dollars) which
represents the value of Stock of the Company, as shown in the Completion Stock Statement;(x)
    
    Completion Stock Statementmeans a statement prepared by the Vendor as contemplated by
clauses 9.5 and 9.6;(y)
    
    Completion Trade Payables Amountmeans the monetary figure (expressed in Australian
dollars) which represents the value of Trade
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Payables of the Company, as shown in the Completion Trade Payables Statement;(z)
    
    Completion Trade Payables Statementmeans a statement prepared by the Vendor as
contemplated by clauses 9.13 and 9.14;(aa)
    
    Completion Trade Receivables Amountmeans the monetary figure (expressed in Australian
dollars) which represents the value of Trade Receivables of the Company, as shown in the
Completion Trade Receivables Statement;(bb)
    
    Completion Trade Receivables Statementmeans a statement prepared by the Vendor as
contemplated by clauses 9.9 and 9.10;(cc)
    
    Condition Satisfaction Datemeans 31 July 2010 or any other date agreed in writing before
that date by the parties;(dd)
    
    Contaminationmeans the presence in, on, under or above any Land of a substance at a
concentration above the concentration at which the substance is normally present in, on,
under or above land in the same locality, being a presence that presents or has the potential
to present a risk of harm to human health or any other aspect of the Environment, and
Contaminant and Contaminated has a corresponding meaning.(ee)
    
    Contractsmeans contracts and arrangements entered into by the Vendor which relate to the
Business and which are specified in Schedule 2;(ff)
    
    Corporations Actmeans the Corporations Act 2001 (Cth);(gg)
    
    Customer Rebatesmeans customer rebates, levies and discounts accrued by, or for the
benefit of, the customers in respect of the sale of products by the Vendor, including
rebates, marketing allowances, settlement discounts, opening rebates, long term incentives,
advertising rebates, range allowances, new store opening discounts, price list discounts,
quarterly member rebates, quarterly admin rebates, training levies, supplier support, brand
support, off list discounts, guaranteed rebates and store rebates;(hh)
    
    Depositmeans the deposit referred to in clause 7.2;(ii)
    
    Disclosure Materialmeans all documents and written information provided to the Purchaser
together with all written answers to requests for further information made by the Purchaser
and its representatives and advisers on or before the date of the Option Deed, an index of
which is attached at Schedule 9 and the Disclosure Letter;(jj)
    
    Disclosure Lettermeans the list of matters disclosed and attachments set out in Schedule
10;(kk)
    
    Domain Namesmeans the domain names set out in Part 8 of Schedule 1.(ll)
    
    Employeemeans each of the persons whose names, rates of remuneration, classification and
dates of commencement of employment are set out in Schedule 3 and any person hired as an
Employee in the Business after the date of the Option Deed with the Purchasers consent under
clause 6.1(i)(vii) excluding casual employees who are engaged from time to time in accordance
with the requirements of the Business;(mm)
    
    Encumbrancemeans any mortgage, charge, lien pledge, claim covenant, encumbrance or
retention of title granted or permitted by the Vendor in respect of the relevant Assets or
other interest including any right of any
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person to purchase, occupy or use any of the Assets whether under an option, agreement to
purchase, licence, lease hire-purchase or otherwise howsoever;(nn)
    
    Environmentmeans all of the physical surroundings of humans including:
 (i)
    
    land, water, atmosphere, climate, sound, odour and taste;(ii)
    
    the biological factors of animals and plants; and(iii)
    
    the social factor of aesthetics affecting any human individually or in
their social groupings.
 (oo)
    
    Environmental Harmhas the same meaning as in the Environmental Protection Act 1986 (WA);(pp)
    
    Environmental Lawmeans any law (including the laws of tort, negligence and nuisance)
concerning the Environment;(qq)
    
    Escrow Agentmeans Taylor Woodings Chartered Accountants of Level 6, 30 The Esplanade,
Perth WA;(rr)
    
    Escrow Deedmeans the deed, dated on or about the date of the Option Deed, between the
Vendor, the Purchaser and the Escrow Agent, setting out the terms on which the Retention
Amount and Deposit will be dealt with;(ss)
    
    Excluded Assetsmeans the following assets of the Vendor:
 (i)
    
    cash in hand, on deposit or at bank;(ii)
    
    Related Party Loans;(iii)
    
    Non-Business Related Assets; and(iv)
    
    insurance policies relating to the Business or owned by the Vendor or any
Associated Person and the benefit of any claims under those policies;
 (tt)
    
    Government Agencymeans a government or government department, a governmental,
semi-governmental or judicial person and a person (whether autonomous or not) charged with
administration of any applicable law;(uu)
    
    Independent Accountantmeans a person appointed jointly by the Vendor and the Purchaser or
if they do not agree on the person to be appointed within seven days of either party
requesting appointment, a chartered accountant appointed by the President of the Australian
Institute of Chartered Accountants (Western Australian branch) at the request of either the
Vendor or the Purchaser;(vv)
    
    Intellectual Property Rightsmeans all intellectual property rights including all current
and future registered and unregistered rights in respect of copyright, designs, circuit
layouts, trade marks, know-how, confidential information, patents, inventions and discoveries
and all other intellectual property as defined in article 2 of the Convention establishing
the World Intellectual Property Organisation 1967;(ww)
    
    Key Customersmeans Bunnings Group, National Builders, Glenfords, Bric  Crete, Vetners,
Mitre 10, Total Tools, John Danks and Gasweld;(xx)
    
    Key Employeesmeans each of Michelangelo Cantone, Salvatore Cantone, Giuseppe Cantone and
Andrew Brown other than those who are a Transferring Employee;
 5




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(yy)
    
    Key Suppliersmeans Qingdao Huatian, Tran Da Co, Honda, CMG and Laizhou Sunpower;(zz)
    
    Landincludes:
 (i)
    
    the surface of the Earth;(ii)
    
    any material beneath the surface (including ground water);(iii)
    
    the atmosphere above land; and(iv)
    
    standing or running water.
 (aaa)
    
    Leased Equipmentmeans any of the Plant which is the subject of a Plant Lease;(bbb)
    
    Liabilityor Liabilitiesmeans Claims, losses, liabilities, costs or expenses of any
kind and however arising, including penalties, fines and interest and including those which
are prospective or contingent and those the amount of which for the time being is not
ascertained or ascertainable;(ccc)
    
    Licensed IPmeans Intellectual Property Rights licensed to the Vendor to use in relation
to the conduct of the Business and includes one instance of software known as System 77;(ddd)
    
    Loss or Claimmeans, in relation to any person, a damage, loss, cost (including legal
costs on a client solicitor basis), expense or liability incurred by the person or a claim,
action, proceeding or demand made against the person, however arising and whether present or
future, fixed or unascertained, actual or contingent;(eee)
    
    Material Adverse Effectmeans a material adverse effect or a material adverse change on
the financial condition, prospects, profitability or operation of the Business as currently
carried on by the Vendor which is material in the opinion of the Purchaser (acting
reasonably);(fff)
    
    Marwon Leases means:
 (i)
    
    the lease in respect of the premises at 12 - 14 Mcllwraith Street, Wetherill
Park, New South Wales to be entered into between the Purchaser and Marwon Pty Ltd;
and(ii)
    
    the lease in respect of the premises at 638 Casella Place, Kewdale Western
Australia to be entered into between the Purchaser on one part and Michelangelo
Cantone and Jewell Cantone on the other part,
 in the form agreed between the Vendor and the Purchaser and attached at Schedule 15;(ggg)
    
    Non-Business Related Assetsmeans the non-business related assets, details of which are
set out in Schedule 13;(hhh)
    
    Non-Complying Enginesmeans the engines referred to in the letter from Honda Australia
Motorcycle & Power Equipment Pty Ltd to the Vendor dated 19 April 2010 and the letter from
the Vendor to Honda Australia Motorcycle & Power Equipment Pty Ltd dated 13 May 2010.(iii)
    
    Operative Date means the date on which this Agreement is signed;(jjj)
    
    Option Deed means the call and put option deed entered into by the parties on or about 30
June 2010 under which the Vendor granted the Purchaser the option to purchase the Business on
the terms of this Agreement and the
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Purchaser granted the Vendor the option to sell the Business on the terms of this
Agreement;(kkk)
    
    Plant means the items of plant, equipment, machinery, furniture, fixtures and fittings
and motor vehicles described in Schedule 5;(lll)
    
    Plant Leasemeans each of the agreements described in Schedule 6 entered into by the
Vendor as lessee for the Leased Equipment;(mmm)
    
    Personal Informationmeans information or an opinion (including information or an opinion
forming part of a database), whether true or not, and whether recorded in a material form or
not, about an individual whose identity is apparent, or can reasonably be ascertained, from
the information or opinion;(nnn)
    
    Pollutemeans the placing or permitting of any Contaminant by any person into the
Environment without lawful authority and Pollutedand Pollutinghave corresponding meanings.(ooo)
    
    Pollutionhas the same meaning as in the Environmental Protection Act 1986 (WA).(ppp)
    
    Premisesmeans the Properties;(qqq)
    
    Privacy Lawsmeans
 (i)
    
    the Privacy Act 1988 (Cth); and(ii)
    
    any other requirement under Australian law, industry code, policy or
statement relating to the handling of Personal Information;
 (rrr)
    
    Product Warranty Claimmeans a claim made in connection with the warranty provided by the
Vendor on the sale of any goods sold by the Vendor and, for the avoidance of doubt, is only a
claim for replacement or repair of goods under any contractual or statutory warranty as to
merchantability or fitness for purpose, and does not include any product liability claim
including liability in respect of any personal injury, death, damage to property or loss of
profits;(sss)
    
    Propertiesmeans the properties leased under the Property Leases;(ttt)
    
    Property Leasesmeans the property leases details of which are set out in Schedule 4;(uuu)
    
    Purchase Priceis set out in clause 7.1;(vvv)
    
    Raw Materialsmeans all materials purchased and paid for by the Vendor for the Business
in respect of which no fabricating or processing or other work has been carried out by the
Vendor (whether or not those materials are in a raw or processed form) and includes:
 (i)
    
    component parts purchased from third parties and on hand at the
Premises; and(ii)
    
    indirect materials used generally in the Business and not forming or
intended to form part of a finished product;
 (www)
    
    Records means all books of accounts, records, customer lists and data however recorded
and all other documents of the Business other than those documents relating exclusively to
the Excluded Assets;
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(xxx)
    
    Related Partieshas the same meaning as it would have in section 228 of the
Corporations Act if all references in section 228 to public company were to public
company or proprietary company;(yyy)
    
    Related Party Loansmeans the loans owed by Related Parties to the Company or by the
Company to Related Parties, details of which are set out in the Accounts;(zzz)
    
    Relevant Productsmeans the products provided to customers by the Purchaser after
Completion and which incorporate the Relevant Stock (or which are the Relevant Stock as the
case may be);(aaaa)
    
    Relevant Stockmeans tires and tire rims parts numbers 704PA, 702PA, 702PB, 502PA, 706SB
and the products which incorporate these tires and tire rims which formed part of the Stock
on Completion acquired by the Purchaser from the Vendor (which, for the avoidance of doubt,
includes any Stock which has been ordered by the Vendor prior to Completion but is delivered
after Completion);(bbbb)
    
    Remaining Retention Amountmeans, at a particular date, the amount equal to the Retention
Amount less any amount due to the Purchaser in respect of Resolved Claims as at that date;(cccc)
    
    Representativesof a party means the officers, employees, contractors, sub-contractors,
professional advisers, representatives and agents of that party;(dddd)
    
    Resolved Claimsmeans any Warranty and Indemnity Claims made or commenced by the
Purchaser prior to the Retention Expiry Date which have been resolved by:
 (i)
    
    the Vendor and the Purchaser agreeing the amount to be deducted from the
Retention Amount in respect of any such Warranty and Indemnity Claim; or(ii)
    
    a court of competent jurisdiction making a final damages order in respect of
the subject matter of the Warranty and Indemnity Claim.
 (eeee)
    
    Retained Customer Rebatesmeans all Customer Rebates other than the Assumed Customer
Rebates;(ffff)
    
    Retention Amountmeans 10% of the Purchase Price;(gggg)
    
    Retention Expiry Datemeans the date 12 months after the expiry of the Vendors
obligations under clause 8.7;(hhhh)
    
    Specified Timemeans midnight at the end of the day immediately before the Completion
Date;(iiii)
    
    Statutory Licencesmeans all licences, consents, rights, permits and certificates
relating to any aspect of the Business issued by any Government Agency, in so far as they may
be transferred to the Purchaser;(jjjj)
    
    Stock means the Raw Materials, work-in-progress and unsold finished stock in each case
owned by the Vendor and used or to be used in connection with or as part of the Business
whether or not located on the Premises, other than Non-Complying Engines;(kkkk)
    
    Stock Shortfall Amountmeans the full amount by which the final Completion Stock Amount
is less than the Stock Target Amount;
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(llll)
    
    Stock Surplus Amountmeans the full amount by which the final Completion
Stock Amount exceeds the Stock Target Amount;(mmmm)
    
    Stock Target Amountmeans $3,615,309;(nnnn)
    
    System 77means software licensed to the Vendor to use in relation to the conduct of the
Business and forming part of the Licensed IP;(oooo)
    
    Tax means any income tax, capital gains tax, recoupment tax, land tax, sales tax, payroll
tax, fringe benefits tax, group tax, profit tax, interest tax, property tax, undistributed
profits tax, withholding tax, municipal rates, stamp duties and other charges, levies and
impositions, assessed or charged, or assessable or chargeable by or payable to any
governmental taxation or excise authority and includes any additional tax, interest, penalty,
charge, fee or other amount imposed or made on or in relation to a failure to file a relevant
return or to pay the relevant tax;(pppp)
    
    Terminating Employeemeans an Employee who is not a Transferring Employee;(qqqq)
    
    Title Warrantiesmeans Warranties 4.1 to 4.3 in Schedule 7;(rrrr)
    
    Trade Payablesmeans all the debts and other money which are owed on the Completion Date
by the Vendor in respect of the purchase in the normal course of business of Stock before
the Completion Date and recorded in the accounts of the Vendor on the Completion Date, but
excluding any prepayment to suppliers of the Business that are recorded on the trade
payables ledger in the accounts of the Vendor;(ssss)
    
    Trade Payables Target Amountmeans $134,584;(tttt)
    
    Trade Payables Shortfall Amountmeans the full amount by which the final Completion
Trade Payables Amount is less than the Trade Payables Target Amount;(uuuu)
    
    Trade Payables Surplus Amountmeans the full amount by which the
final Completion Trade Payables Amount exceeds the Trade Payables Target
Amount;(vvvv)
    
    Trade Receivablesmeans all the debts and other money owed to the
Vendor in relation to goods or services sold or provided by the Vendor in
respect of the Business on the Completion Date and any notes and securities
for them held by the Vendor. For the purposes of calculating the value of
Trade Receivables under this Agreement it is to be calculated as gross trade
receivables in the normal course of business owed by the customers to the
Vendor as at the Completion Date, excluding provisions for Customer Rebates
and doubtful debts on the Completion Date;(wwww)
    
    Trade Receivables Target Amountmeans $3,136,689;(xxxx)
    
    Trade Receivables Shortfall Amountmeans the full amount by which the final Completion
Trade Receivables Amount is less than the Trade Receivables Target Amount;(yyyy)
    
    Trade Receivables Surplus Amountmeans the full amount by which the final Completion
Trade Receivables Amount exceeds the Trade Receivables Target Amount;
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(zzzz)
    
    Trade Marks means all logos, symbols, get up, trademarks, trade names,
trade mark rights in any registered business names, service marks, brand names and
similar rights, whether registered or unregistered;(aaaaa)
    
    Trade Mark Applications means the current applications for trademarks by the
Vendor set out in Part 5 of Schedule 1;(bbbbb)
    
    Transferring Employee means an Employee who accepts the Purchasers offer of
employment referred to in clause 11.2;(ccccc)
    
    Uninsurable means in relation to the cover required to be effected under clause
16.6:
 (i)
    
    such insurance is not available on the terms required by
clause 16.6 from an insurer or insurers satisfying the criteria specified in
clause 16.6(c);or(ii)
    
    the premium payable for effecting such insurance with such
an insurer is at such a level or the terms and conditions are such that such
risks are not generally being insured against by entities selling products
similar to those sold by the Vendor prior to the Completion Date,provided that to the extent that the unavailability of the insurance is
caused or contributed to by:(i)
    
    a breach of this Agreement by the Vendor and the Covenantors
(or either); or(ii)
    
    an act or omission of the Vendor and the Covenantors (or
either) whether in relation to the insurance or generally,the risk will not be Uninsurable for the purposes of this definition.
 (ddddd)
    
    Unresolved Claim means any Warranty and Indemnity Claim made or commenced by the
Purchaser prior to the Retention Expiry Date which is not a Resolved Claim;(eeeee)
    
    Warranty means each of the warranties and representations referred to in clause
15; and(fffff)
    
    Warranty and Indemnity Claim means any Claim in connection with the Warranties
or indemnities under clauses 11, 12, 13, 14, 15 and 16 or adjustments in favour of
the Purchaser under clause 9.
  In this Agreement, headings are for convenience only and do not affect the
interpretation of this Agreement and, unless the context otherwise requires:
 (a)
    
    a reference to any legislation or legislative provision includes any statutory
modification or re-enactment of, or legislative provision substituted for, and any
statutory instrument issued under, that legislation or legislative provision;(b)
    
    a word denoting the singular includes the plural and vice versa;(c)
    
    a word denoting an individual or person includes a corporation, partnership,
joint venture, association, authority, trust, state or government and vice versa;(d)
    
    a word denoting a gender includes all genders;
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(e)
    
    a period of time dating from a given day or the day of an act or event, is to be
calculated exclusive of that day;(f)
    
    a day is to be interpreted as the period of time commencing at midnight and ending 24 hours
later;(g)
    
    if an act under this agreement to be done by a party on or by a given day is done after
5.30pm on that day, it is taken to be done on the next day;(h)
    
    if an event must occur on a stipulated day which is not a Business Day then the stipulated
day will be taken to be the next Business Day;(i)
    
    time reference is to Perth time;(j)
    
    a reference to a recital, clause, schedule or annexure or exhibit is to a recital clause,
schedule or annexure or exhibit of or to this Agreement;(k)
    
    a recital, schedule, annexure or description of the parties forms part of this Agreement;(l)
    
    a reference to any agreement or document is to that agreement or document (and, where
applicable, any of its provisions) as amended, novated, supplemented or replaced from time
to time;(m)
    
    a reference to any party to this Agreement, or any other document or arrangement, includes
that partys executors, administrators, substitutes, successors and permitted assigns;(n)
    
    where an expression is defined, another part of speech or grammatical form of that
expression has a corresponding meaning;(o)
    
    a reference to a related body corporate of a body corporate is to a body corporate which
is related to that body corporate within the meaning of section 50 of the Corporations Act;(p)
    
    a reference to a holding company of a body corporate is to a body corporate of which that
body corporate is a subsidiary within the meaning of Part 1.2 Division 6 of the Corporations
Act;(q)
    
    a reference to a subsidiary of a body corporate is to a subsidiary of that body corporate
in accordance with Part 1.2 Division 6 of the Corporations Act;(r)
    
    a reference to dollars or $ is to an amount in Australian currency;(s)
    
    where an expression is defined anywhere in this Agreement it has the same meaning
throughout;(t)
    
    a reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation,
dissolution, becoming an insolvent under administration (as defined in section 9 of the
Corporations Act), being subject to administration and the occurrence of anything analogous or
having a substantially similar effect to any of those conditions or matters under the law of
any applicable jurisdiction, and to the procedures, circumstances and events which constitute
any of those conditions or matters;(u)
    
    a reference to a matter being to the knowledge of a person means that the matter is to
the best of the knowledge and belief of that person after making reasonable enquiries in
the circumstances; and(v)
    
    the words include, including, for example or such as when introducing an example,
do not limit the meaning of the words to which the example relates to that example or
examples of a similar kind.
 11




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3
    
    Confidentiality, Announcement and Privacy3.1
    
    Confidentiality ObligationsWhere this Agreement provides that a party must treat any information
confidentially, that party must not, and must ensure that any person who
receives the information by the partys authority does not:
 (a)
    
    disclose any of the information in any form to anyone else; or(b)
    
    use any of the information except to:
 (i)
    
    acquire or check information in connection with this Agreement
and the transactions contemplated by it; or(ii)
    
    perform any of its obligations under this Agreement or in relation to
any of the transactions contemplated by it,
 unless
 (c)
    
    the person who provides the information has first agreed in writing;(d)
    
    the information is disclosed to a related body
corporate, professional adviser, banker or financial adviser of the party
or to a person whose consent is required under this Agreement or for a
transaction contemplated by it and that person undertakes to the person who
provides the information;
 (i)
    
    not to disclose any of the information in any form to anyone else;
and(ii)
    
    only to use the information for the
purposes of advising the party or financing the party or
considering whether to give that consent (as the case may be);
 (e)
    
    the law, the rules of any stock exchange or any
regulatory authority require the disclosure or use;(f)
    
    the person who receives the information is required to
do so in connection with legal proceedings relating to this Agreement; or(g)
    
    the information is available generally (but not if it
is because a person has contravened a confidentiality obligation (including
under this clause)).
 If this Agreement is terminated, the party must return, and ensure that any
person who receives the information by the partys authority returns, the
information (in any form in which it is held) to the person who provided the
information. The obligations imposed by this clause survive termination of this
Agreement.3.2
    
    Disclosure of Confidential InformationIf a party discloses information as permitted under clauses 3.1(d),
3.1(e) and 3.1(f), the receiving party must use all reasonable endeavours to
ensure that persons receiving information from it do not disclose that
information except in the circumstances permitted in clause 3.1.3.3
    
    Information after CompletionAfter the Completion Date, the Purchaser is deemed to be the provider of
all of the information relating to the Business and the Assets.
 12




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3.4
    
    ConfidentialityEach party must treat the existence and terms of this Agreement confidentially and
no announcement or communication relating to the negotiations of the parties or the
existence, subject matter or terms of this Agreement may be made or authorised by a party
unless the other parties have first given their written approval.3.5
    
    No public announcementsSubject to clause 3.6, no party will make a public announcement relating to this
agreement without the prior written consent of the other party which consent may not be
unreasonably withheld.3.6
    
    Permitted public announcementsA party is entitled to make a public announcement relating to this Agreement if
required to do so by law, an order of a court of competent jurisdiction or by stock
exchange rules.3.7
    
    Personal Information
 (a)
    
    The Vendor and the Purchaser must assist each other to comply with their
obligations under all applicable Privacy Laws in connection with Personal Information
used or disclosed in connection with this Agreement,(b)
    
    If the Vendor is required by this Agreement or by law to retain any Personal
Information which is part of or embodied in the Records or any other Asset, the Vendor
may use and disclose that Personal Information for that purpose subject to compliance
with the Privacy Laws.
 4
    
    Agreement to Sell and Buy the Business4.1
    
    Sale and Purchase
 (a)
    
    Subject to clause 5, the Vendor agrees to sell to the Purchaser and the
Purchaser agrees to buy from the Vendor, the Business (including all the right, title
and interest of the Vendor in the Business) free from any Encumbrance, security or
third party interest (unless expressly provided otherwise in the Agreement) and assume
the Assumed Liabilities for the Purchase Price on the terms and conditions of this
Agreement.(b)
    
    To the extent that any of the Assets are owned by an Associated Person of the
Vendor, the Vendor agrees to procure that those Assets are transferred from the
Associated Person to the Purchaser at Completion without payment of any additional
consideration by the Purchaser.
 4.2
    
    Title, Property and RiskThe title to, property in and risk of the Business:
 (a)
    
    until Completion, remains solely with the Vendor (except in the case of
Assets owned by an Associated Person of the Vendor, which remains solely with that
Associated Person); and(b)
    
    passes to the Purchaser on and from Completion, and, accordingly, the Vendor
is entitled to the takings and profits and must bear and pay in the proper time all
outgoings and expenses of the Business until Completion.
 13




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4.3
    
    InsuranceUntil Completion, the Vendor agrees to maintain or, if necessary, take out and
maintain with effect from the date of this agreement, insurance of the Business and the
Assets covering such risks (including for product liability) and for such amounts as would
be maintained in accordance with prudent business practice with a reputable and properly
authorised licensed insurer. To the extent possible, each contract of insurance must be
endorsed from the date of this Agreement to show the interest of the Purchaser under this
Agreement. Without limiting any other obligation of the Vendor under this Agreement, the
Vendor must apply any insurance proceeds to the replacement or making good of the Assets
effected.4.4
    
    Damage to Assets or PremisesIf any Assets or the Premises are damaged, detracted from or otherwise affected
before Completion to such a degree that there is a Material Adverse Effect, the Purchaser
may terminate this Agreement by notice to the Vendor. If the Purchaser does not elect to
terminate this Agreement and:
 (a)
    
    by Completion the Vendor has not adequately replaced or made good the Assets
affected; and(b)
    
    any loss or damage (including liability to pay damages or compensation) of
the Purchaser is not fully insured under the contracts of insurance referred to in
clause 4.3,
 then an appropriate adjustment will be made to the Purchase Price as agreed between the
Vendor and the Purchaser or, failing agreement, as determined by the Independent
Accountant, and the provisions of clause 24 apply with the necessary changes.4.5
    
    TerminationIf this agreement is terminated under clause 4.4 then clause 5.6 applies with the
necessary changes.4.6
    
    Business A Going Concern
 (a)
    
    InterpretationIn this clause 4.6, a word or expression defined in the A New Tax System (Goods
and Services Tax) Act 1999 (Cth) (GST Act) has the meaning given to it in that
Act.(b)
    
    Supply of a going concernThe Vendor and the Purchaser each warrant that, at Completion, they will be
registered or required to be registered by the GST Act.The Vendor must carry on the Business until Completion.The parties agree that this Agreement provides for the supply of the Business,
inclusive of the Assets as a going concern.If GST is payable in connection with the supply of the Business inclusive of the
Assets under this Agreement, the parties agree that the consideration paid under
this Agreement is exclusive of GST and the Purchaser must pay the Vendor an
additional amount on account of GST under clauses 4.6(c) to 4.6(e). Further, the
Purchaser indemnifies the Vendor from and against any
 14




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liability or obligation to pay GST in connection with this Agreement
subject to the receipt of a valid Tax Invoice.(c)
    
    Recovery of GST payable on other suppliesPayments made by any party (excluding the GST Amount) under, in respect of, for the
inducement of, or in connection with, this Agreement are exclusive of GST. If any
payment is for, or is in connection with a supply made by one party (the Supplier)
to another party (the Recipient)under or in connection with this Agreement, which
is a Taxable Supply on which the Supplier is liable to pay GST in accordance with
the GST Act, then in addition to such payment the Recipient will pay an additional
amount equivalent to the Suppliers GST liability (GST Amount).(d)
    
    GST AmountThe GST Amount is calculated by multiplying the payment by the prevailing GST
rate, which rate is 10% as at the date of this Agreement.(e)
    
    Time of payment of GST AmountThe GST Amount shall be paid to the Supplier at the same time and in the same
manner as the relevant payment otherwise required to be paid but only if the
Supplier has provided a valid Tax Invoice (or any other documentation enabling
input tax credits to be claimed by the Recipient) to the Recipient.(f)
    
    Adjustment of GST AmountIf, in relation to a Taxable Supply, an adjustment event occurs that gives rise to
an adjustment then the GST Amount will be adjusted accordingly and where necessary
a payment will be made to reflect that adjustment. If a payment is required, it
will be made on the issue of an adjustment note.(g)
    
    Reimbursement paymentsIf a party is required to pay, reimburse or contribute to any amount actually paid
or incurred by the other party in respect of acquisitions from third party
suppliers, the amount the first party must pay, reimburse or contribute does not
include any amount on account of GST for which the second party is entitled to an
Input Tax Credit.
 5
    
    Conditions5.1
    
    Conditions Precedent to CompletionThe obligations of the parties to complete the sale and purchase of the Business
are subject to and do not become binding unless each of the conditions set out below are
fulfilled (or waived under clause 5.3):
 (a)
    
    on or before the Condition Satisfaction Date:
 (i)
    
    the Vendor obtaining any third party consents required to transfer
the rights and interests held by the Vendor under the Contracts that the
Purchaser elects by notice to acquire at Completion;(ii)
    
    the Vendor obtaining the written consents of the lessors
to the assignment of the Property Leases (other than the Marwon Leases) from
the Vendor to the Purchaser that are required under the terms of the
Property Leases;
 15




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(iii)
    
    the Vendor obtaining the written consents of each of the lessors
under the Plant Leases to the assignment of the Plant Leases
to the Purchaser or payment under clause 14.3;(iv)
    
    the Vendor procuring that any
Encumbrances over all or any of the Assets have been validly
discharged;(v)
    
    the Vendor evidencing to the
satisfaction of the Purchaser that the Vendor obtained insurance
policies which are acceptable to the Vendor and the Purchaser as
contemplated by clause 16.6;
 (b)
    
    on or before the Completion Date:
 (i)
    
    at least four out of Ian Hawkes, David Hawkes, Peter Gulisano,
Luigi Donato, Shane McRostie and Andrew Brown and at least 80%
of the other Employees accepting the offers made under clause
11.2;(ii)
    
    but after the date of the Option Deed, no Key Customer or Key
Supplier has indicated an intention to:
 (A)
    
    stop trading with or supplying the Business;(B)
    
    reduce substantially
its trading with or supplies to the Business; or(C)
    
    change substantially
the terms on which it is prepared to trade with or supply
the Business (other than normal price and quota changes),
 (as applicable), following the Completion; and(iii)
    
    the Purchaser being satisfied that no Material Adverse Effect has
occurred since the date of the Option Deed.
 The conditions precedent in this clause 5.1 are for the benefit of the Purchaser.5.2
    
    Effect of Non-FulfilmentIf the conditions referred to in clause 5.1 are not fulfilled (or waived
under clause 5.3) on or before the relevant date, then this Agreement may be
terminated by the party for whose benefit the relevant condition was expressed,
provided that party complied with clause 5.4.5.3
    
    Fulfilment by WaiverA condition referred to in clause 5.1 is waived if, and only if:
 (a)
    
    where the condition is expressed to be for the benefit of
a particular party, that party gives written notice of waiver of the
condition to the other party; and(b)
    
    in any other case, the parties agree in writing to waive the condition.
 5.4
    
    Obligation to Satisfy ConditionsWhere clause 5.1 specifies that a party must do an act in relation to the
fulfilment of a condition, the specified party must do the specified act in
accordance with clause 5.1 and, in any event, the Vendor and the Purchaser must
use their respective best endeavours to ensure that the conditions referred to
in clause 5.1 are fulfilled on or before the Condition Satisfaction Date.
 16




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5.5
    
    Extent of Obligation to Fulfil ConditionsThe obligation imposed on a party by clause 5.4 does not require that
party to waive any condition under clause 5.3.5.6
    
    Effect of TerminationIf this agreement is terminated under clause 5.2:
 (a)
    
    subject to paragraph (c), each party is released from
its obligations under this Agreement other than in relation to clauses 3,
5.6,19.1, 22.7 and 23);(b)
    
    the Deposit and all interest on it must be paid to the
Purchaser and the parties must immediately direct the Escrow Agent
accordingly; and(c)
    
    each party retains the rights it has against any other
party in connection with any breach or Claim that has arisen before
termination.
 6
    
    Conduct Pending Completion6.1
    
    Vendors Conduct of BusinessUntil Completion, the Vendor must conduct the Business, or cause it to
be conducted, with due care, in the ordinary course of business, at arms
length and on usual commercial terms and in accordance with normal and prudent
practice (having regard to the nature of the Business and good commercial
practice and so as to comply with all applicable laws, regulations, ordinances
and codes) and, in particular, the Vendor:
 (a)
    
    must regularly consult with the Purchaser on the manner of the conduct of the Business;(b)
    
    must use reasonable endeavours to maintain the
profitability and value of the Business;(c)
    
    must ensure that each of the Assets is protected and
maintained in good working order;(d)
    
    must use reasonable endeavours to preserve the
relationship of the Business with suppliers, customers, licensors,
licensees, distributors, Employees and other third parties;(e)
    
    must use reasonable endeavours to preserve the goodwill of the Business;(f)
    
    must use reasonable endeavours to ensure that the level
of Stock does not fall below the Stock Target Amount;(g)
    
    must use reasonable endeavours to ensure that the
level of Trade Receivables does not fall below the Trade Receivables
Target Amount;(h)
    
    must use reasonable endeavours to ensure that the
level of Trade Payables does not exceed the Trade Payables Target Amount;(i)
    
    must not, unless required or contemplated by this
Agreement or unless the Purchaser first consents in writing (which consent
shall not be unreasonably withheld):
 (i)
    
    enter into any transaction or series of transactions which
individually or together is or are likely to have, a Material
Adverse Effect;
 17




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(ii)
    
    undertake or agree to undertake capital expenditure in excess of
$75,000 in aggregate;(iii)
    
    enter into any contract or
commitment, terminate, or alter any term of any Contract or
commitment in relation to the Business involving total
expenditure in excess of $75,000;(iv)
    
    lease or hire an item having a
value exceeding $75,000 in aggregate;(v)
    
    incur any liabilities in relation to the Business in excess of
$75,000,
other than a liability for Raw Materials;(vi)
    
    dispose of, agree to dispose of,
encumber or grant an option over, or grant any interest in, any
of the Assets; or(vii)
    
    hire any new Employee in the
Business, terminate the employment of any Employee or alter the
terms of employment (including the terms of superannuation or
any other benefit) of any Employee except in relation to any
statutory or award increase or otherwise in the usual conduct of
Business;(viii)
    
    grant or agree to grant to any Employee any bonus,
retention payment, severance, profit sharing,
retirement, deferred compensation, insurance or other
compensation or benefit or adopt or establish any new compensation
or benefit plans or arrangements;(ix)
    
    modify the Accounting Principles in use at the Accounts Date or the application of
those Accounting Principles or adopt new Accounting Principles;(x)
    
    revalue any of the Assets;(xi)
    
    grant any licence, assignment or
other right or interest in respect of the Business Intellectual
Property other than in the ordinary course of business;(xii)
    
    appoint any new distributor of the
business or any new exclusive sales outlets; or(xiii)
    
    disclose information which is owned or used by the Vendor in
conducting the Business or relating to the Assets to third
parties other than in the ordinary course of business; and
 (j)
    
    must not take any action that would or might
result in any of the Warranties becoming untrue in any respect.
 6.2
    
    Vendor AssistanceUntil Completion, the Vendor must supply to the Purchaser, and any person
who has the Purchasers written authority, any information or documents in its
possession or control reasonably requested concerning the Business and
reasonably assist the Purchaser at the Purchasers request to gain
knowledge concerning the Business.Until Completion, the Vendor shall, upon the Purchasers prior written
request (acting reasonably), grant the Purchaser and its Representatives
reasonable access during normal business hours in order to:
 (a)
    
    inspect the assets of the Business, the Premises or Records; and(b)
    
    meet with its Representatives,
 18




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for the purposes of preparing for Completion or investigating the accuracy of the
Warranties.6.3
    
    ConfidentialityThe Purchaser must treat confidentially any information obtained under
clause 6.2.6.4
    
    Notice of changeWhere before Completion an event occurs which has or may have a
material effect on the profitability or value of the Business, the Vendor
must, immediately upon it becoming aware of that event, give notice to the
Purchaser fully describing the event.
 7
    
    Purchase Price7.1
    
    Purchase PriceThe Purchase Price is $14.05 million and will be adjusted in accordance
with clause 9 and clause 12.7.2
    
    Payment of Purchase PriceThe Purchase Price must be paid by the Purchaser as follows:
 (a)
    
    a deposit of 10% of the Purchase Price payable to the
Escrow Agent on or before the date of execution of this Agreement in
accordance with the Option Deed; and(b)
    
    the balance on the Completion Date in accordance with clause 8.3.
 7.3
    
    Deposit
 (a)
    
    If Completion occurs, the Vendor is entitled absolutely to the
Deposit, and the Deposit together with any interest accrued must then
be immediately released to the Vendor by the Escrow Agent.(b)
    
    If Completion does not occur, the Deposit together
with any accrued interest must be immediately paid by the Escrow Agent to
the Purchaser, unless Completion does not occur because of a material
default of the Purchaser under this Agreement, and the Vendor as a result
of that default lawfully terminates this Agreement, in which case the
Deposit together with any accrued interest must be immediately paid to the
Vendor by the Escrow Agent.
 7.4
    
    Investment of Deposit
 (a)
    
    The parties instruct the Escrow Agent to deposit the Deposit in an
interest bearing deposit account with a bank (within the meaning of the
Banking Act 1959(Cth)).(b)
    
    The Vendor and the Purchaser must on execution of
this Agreement supply their respective tax file numbers to the Escrow
Agent, and must do everything required to ensure that the Deposit is dealt
with as required by this Agreement.(c)
    
    The parties must, at the same time as the Agreement
is executed, enter into the Escrow Deed with the Escrow Agent, to deal
with the above matters and the matters set out in clause 17 of this
Agreement.
 19




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8
    
    Completion8.1
    
    Time and Place of CompletionCompletion is to occur on the Completion Date at the offices of the
Vendors solicitors, Price Sierakowski at Level 24, St Martins Tower, 44 St
George Terrace, Perth or at any other time or place agreed in writing by the
Vendor and the Purchaser.8.2
    
    Obligations of Vendor at CompletionAt Completion the Vendor must give the Purchaser unencumbered title to,
and ownership of the Business, and place the Purchaser in effective possession
and control of the Business and, to this end (without limitation), the Vendor
must give the Purchaser:
 (a)
    
    in a form previously approved by the Purchaser and duly executed:
 (i)
    
    an effective assignment or novation of each Property Lease (other
than the Marwon Leases) together with the consents to the
assignment or novation of all necessary persons;(ii)
    
    by Marwon Pty Ltd and Michelangelo Cantone and Jewell Cantone
(as applicable), each of the Marwon Leases;(iii)
    
    an effective assignment of each of
the Contracts to the Purchaser together with the consent to the
assignment of all necessary persons or executed novations of the
Contracts;(iv)
    
    an effective assignment of each Plant Lease together with the
consent to the assignment of all necessary persons or executed
novations of the Plant Leases and/or evidence that the Plant
Leases have been paid out and that the ownership of the Leased
Equipment which is the subject of them passes to the Purchaser
at Completion (as the case may be);(v)
    
    an effective assignment of each of the
Trade Receivables to the Purchaser;(vi)
    
    an effective assignment of each of the
Trade Payables to the Purchaser;(vii)
    
    documents necessary to effect the
transfer to the Purchaser of the Business Names and any Domain
Names;(viii)
    
    an effective transfer of each other item of the Business
Intellectual Property and all documents necessary to record the
changes of ownership at each place the Business Intellectual
Property is registered or recorded;(ix)
    
    releases of any Encumbrances over Assets; and(x)
    
    any other document reasonably required
by the Purchaser to vest full ownership, title, possession and
benefit of the Business and the Assets in the Purchaser to enable
the Purchaser to conduct the Business from Completion in all
material respects in the same manner as the Vendor conducts it
prior to Completion,
 (b)
    
    operating control of the Business and the Assets to or at
the direction of the Purchaser, together with any relevant title documents
by delivery at the respective places where they are located;
 20




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(c)
    
    originals of all other Contracts, Property Leases and Plant Leases;(d)
    
    evidence that the name of the Vendor has been changed to a name which does
not contain any of the words west, barrow, mix or any combination of them or any
deceptively similar or substantially identical word or words;(e)
    
    the unanimous resolution of the directors of the Vendor approving the terms
and conditions of this Agreement;(f)
    
    the Records and all other documents relating to the Business or necessary for
it to be carried on including the employee records for the Transferring Employees in
accordance with Regulation 3.41 of the Fair Work Regulations 2009;(g)
    
    possession of the Properties together with security devices, security codes
and keys relating to the Properties;(h)
    
    evidence of a stocktake to ascertain the value of Stock as at the Completion
Date, in accordance with clause 10;(i)
    
    a schedule setting out the Accrued Entitlements of each of the Transferring
Employees as at the Completion Date, determined as provided in clause 11.4(a);(j)
    
    all other documents and things required by this Agreement to be delivered by
the Vendor to the Purchaser on Completion, or which are reasonably required by the
Purchaser to vest full possession and benefit of the Business in the Purchaser, and
the Vendor must also do and execute all other acts and documents that this Agreement
requires the Vendor to do or execute at Completion;(k)
    
    reasonable assistance to the Purchaser by executing the necessary forms and
consents to enable the utility services provided to the Business, including those
telephone, fax and other communication services (with the benefit of the same
numbers) requested by the Purchaser to be transferred to the Purchaser with effect
from the Completion Date and without interruption of those services; and(I)
    
    reasonable assistance to the Purchaser in transferring any Statutory
Licences to the Purchaser.
 8.3
    
    Obligations of Purchaser at CompletionAt Completion, the Purchaser must:
 (a)
    
    if the Vendor complies with clause 8.2, pay the Purchase Price less the
Deposit and the Retention Amount to the Vendor or as the Vendor may direct
by notice to the Purchaser, by bank cheque or in any other form
that the parties agree in writing;(b)
    
    if the Vendor complies with clause 8.2, pay the Retention Amount to the
Escrow Agent to be dealt with by the Escrow Agent in accordance with clause 17;(c)
    
    pay the Vendor any amount under clause 14.3;(d)
    
    accept from the Vendor an assignment of each of the Contracts, Property
Leases and Plant Leases;
 21




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(e)
    
    accept from the Vendor an assignment of each item of Business Intellectual
Property and agree to assume responsibility for pursuing the Trade Mark
Applications;(f)
    
    take possession of the Plant, the Leased Equipment and the Stock; and(g)
    
    do and execute all other acts and documents that this
Agreement requires the Purchaser to do or execute at Completion.
 8.4
    
    Simultaneous Actions at CompletionIn respect of Completion:
 (a)
    
    the obligations of the parties under this Agreement are interdependent; and(b)
    
    all actions required to be performed are
taken to have occurred simultaneously on the Completion Date.
 8.5
    
    Post-Completion ObligationsIf title to any of the Assets is not effectively vested in the Purchaser
at Completion, the Vendor acknowledges that it will account to the Purchaser
for any benefits it receives in relation to the Assets until title is
effectively vested in the Purchaser, unless otherwise provided in this
Agreement.If a Contract, Property Lease or Plant Lease:
 (a)
    
    is not effectively assigned or novated to the Purchaser at Completion; or(b)
    
    cannot be effectively assigned or novated without the
consent of a third party and that party does not consent to the assignment
or agree to novate that Contract, Property Lease or Plant Lease as the case
may be,
 then from Completion, the Vendor acknowledges that it will account to the Purchaser
for any benefit it receives in relation to any such Contract, Property Lease or
Plant Lease as the case may be and will do all things as may reasonably be
required by the Purchaser to ensure the Purchaser receives that benefit.8.6
    
    Post-Completion NoticesEach party must immediately give to the other party all payments, notices,
correspondence, information or enquiries in relation to the Business or the
Assets which it receives after Completion and which belong to the other party.8.7
    
    Vendor Assistance Following CompletionFor 30 Business Days after Completion, if the Purchaser gives the Vendor or the
Covenantors notice (the Assistance Notice) so requesting, the Vendor and the
Covenantors must at their own expense, and must procure that Salvatore Cantone
and Giuseppe Cantone:
 (a)
    
    furnish the Purchaser with any information in the
possession or control of the Vendor or the Covenantors or Salvatore Cantone
(as the case may be) concerning the matters (if any) relating to the
Business or its conduct specified in the Assistance Notice, and(b)
    
    if so requested in the. Assistance Notice, attend at
the Premises to assist the Purchaser to gain knowledge concerning the
Business and its conduct and customers at the times specified in the
Assistance Notice (being times not earlier than two Business Days after
receipt of the Assistance Notice).
 22




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8.8
    
    Additional AssistanceFollowing the expiry of the period referred to in clause 8.7, the Vendor
and the Covenantors and the Purchaser may agree for the assistance contemplated
in clause 8.7 to be provided at the Purchasers expense.8.9
    
    Confidentiality by the Vendor Following CompletionFollowing Completion, the Vendor and the Covenantors must keep any
information relating to the Business and the Assets confidential.
 9
    
    Purchase Price Adjustments9.1
    
    Adjustment for Accrued EntitlementsThe Purchaser is entitled to an adjustment to the Purchase Price at
Completion equal to 70% of the value of Accrued Entitlements set out in the
document delivered to the Purchaser pursuant to clause 11.4(a) at Completion.9.2
    
    Stock Adjustment, Trade Receivables Adjustment and Trade Payables
AdjustmentThe Purchase Price will be adjusted as follows and subject to clause 9.3
within five Business Days after the last of the Completion Stock Statement, the
Completion Trade Receivables Statement and the Completion Trade Payables
Statement are finally determined:
 (a)
    
    if the Completion Stock Amount is more than the
Stock Target Amount, the Purchaser must pay the Vendor the Stock Surplus
Amount;(b)
    
    if the Completion Stock Amount is less than the Stock Target Amount, the
Vendor must pay the Purchaser the Stock Shortfall Amount;(c)
    
    if the Completion Trade Receivables Amount is more than
the Trade Receivables Target Amount, the Purchaser must pay the Vendor the
Trade Receivables Surplus Amount;(d)
    
    if the Completion Trade Receivables Amount is less
than the Trade Receivables Target Amount, the Vendor must pay the Purchaser
the Trade Receivables Shortfall Amount;(e)
    
    if the Completion Trade Payables Amount is more than the
Trade Payables Target Amount, the Vendor must pay the Purchaser the Trade
Payables Surplus Amount; or(f)
    
    if the Completion Trade Payables Amount is less than the
Trade Payables Target Amount, the Purchaser must pay the Vendor the Trade
Payables Shortfall Amount.
 9.3
    
    Set-off and Maximum Amount of Adjustment
 (a)
    
    The Purchaser may set off any amounts payable by the Vendor to the
Purchaser under paragraphs 9.2(b), 9.2(d) and 9.2(e) against any amounts
payable by the Purchaser to the Vendor under paragraphs 9.2(a), 9.2(c) and
9.2(f).(b)
    
    The Vendor may set off any amounts payable by the
Purchaser to the Vendor under paragraphs 9.2(a), 9.2(c) and
9.2(f) against
any amounts payable by the Vendor to the Purchaser under paragraphs 9.2(b),
9.2(d) and 9.2(e).
 23




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(c)
    
    The maximum aggregate amount by the which the Purchase Price may be
adjusted under clause 9.2 and which either the Vendor needs to pay to
the Purchaser or the Purchaser needs to pay to the Vendor (as the case
may be) after applying the set offs in clause 9.3(a) and 9.3(b) is
$175,000.
 9.4
    
    Customer Rebates Adjustment
 (a)
    
    The Vendor must prepare and deliver to the Purchaser no later than 60
calendar days after the Completion Date (and must use reasonable
endeavours to do so before this date) a statement (the Completion
Customer Rebates Statement):
 (i)
    
    specifying the names and addresses of the persons to whom the
Customer Rebates are owed by the Vendor as at the Completion
Date;(ii)
    
    specifying the relevant contract under which such Customer
Rebates were accrued;(iii)
    
    specifying the amount owed to each those persons as at the
Completion Date the relevant invoice numbers, invoice date,
quantity and invoice amounts for each of those persons; and(iv)
    
    stating the total amount of
all Customer Rebates as at the Completion Date (the Completion
Customer Rebates).
 (b)
    
    No later than 60 calendar days after receipt of the
Completion Customer Rebates Statement (the Review Period), the Purchaser
must complete their review of the Completion Customer Rebates Statement. If
the Purchaser disputes the inclusion of any item in the Completion Customer
Rebates
Statement or the value attributed to any item, the dispute must be referred to
the Independent Accountant under clause 24 for a final and binding
determination on the parties in all respects, and such determination is
made as an independent expert and not as an arbitrator.(c)
    
    Within five Business Days after the Completion Customer
Rebates Statement is finally determined, the Vendor must pay to the
Purchaser the amount (if any) by which the value of the Completion Customer
Rebates exceeds $196,040.
 9.5
    
    Preparation of Completion Stock StatementThe Vendor must arrange for the Completion Stock Statement to be prepared
as soon as practicable after Completion and delivered to the Purchaser in
accordance
with clauses 9.6 and 9.7.9.6
    
    Content of Completion Stock StatementThe Completion Stock Statement must:
 (a)
    
    specify the quantity of Stock as at the date of the Stocktake;(b)
    
    specify the value of Stock as at the date of the Stocktake;(c)
    
    state the Completion Stock Amount; and(d)
    
    specify the Stock Target Amount.
 24




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9.7
    
    Delivery of Completion Stock StatementThe Vendor must deliver the Completion Stock Statement to the Purchaser no
later than 60 calendar days after the Completion Date and will use reasonable
endeavours to deliver the Completion Stock Statement before this date.9.8
    
    Purchasers Response to Completion Stock StatementNo later than 30 calendar days after receipt of the Completion Stock
Statement (the Review Period), the Purchaser must complete their review of the
Completion Stock Statement. If the Purchaser disputes the inclusion of any item
of Stock in the Stock Completion Statement or the value attributed to any item
of Stock, the dispute must be referred to the Independent Accountant under
clause 24 for a final and binding determination on the parties in all respects,
and such determination is made as an independent expert and not as an
arbitrator.9.9
    
    Preparation of Completion Trade Receivables StatementThe Vendor must arrange for the Completion Trade Receivables Statement to
be prepared as soon as practicable after Completion and delivered to the
Purchaser in accordance with clauses 9.10 and 9.11.9.10
    
    Content of Completion Trade Receivables StatementThe Completion Trade Receivables Statement must:
 (a)
    
    specify the names and addresses of the persons who owe
the Trade Receivables to the Vendor as at the Completion Date;(b)
    
    specify the amount owing by each of those persons as at
the Completion Date, due date and the aging of each Trade Receivable, all
calculated in
accordance with the Accounting Principles applied on a consistent basis;(c)
    
    state the Completion Trade Receivables Amount; and(d)
    
    specify the Trade Receivables Target Amount.
 9.11
    
    Delivery of Completion Trade Receivables StatementThe Vendor must deliver the Completion Trade Receivables Statement to the
Purchaser no later than 60 calendar days after the Completion Date and will use
reasonable endeavours to deliver the Completion Trade Receivables Statement
before this date.9.12
    
    Purchasers Response to Completion Trade Receivables StatementNo later than 30 calendar days after receipt of the Completion Trade
Receivables Statement, the Purchaser must complete their review of the
Completion Trade Receivables Statement. If the Purchaser disputes the inclusion
of any item in the Trade Receivables Completion Statement or the value
attributed to any item, the dispute must be referred to the Independent
Accountant under clause 24 for a final and binding determination on the parties
in all respects, and such determination is made as an independent expert and not
as an arbitrator.9.13
    
    Preparation of Completion Trade Payables StatementThe Vendor must arrange for the Completion Trade Payables Statement to be
prepared as soon as practicable after Completion and delivered to the Purchaser
in accordance with clauses 9.14 and 9.15.9.14
    
    Content of Completion Trade Payables StatementThe Completion Trade Payables Statement must:
 25




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(a)
    
    specify the names and addresses of the persons to whom the Trade
Payables are owed by the Vendor as at the Completion Date;(b)
    
    specify the amount owed to each those persons as at the
Completion Date calculated in accordance with the Accounting Principles
applied on a consistent basis and the relevant invoice numbers, invoice
date, quantity and invoice amounts for each of those persons;(c)
    
    state the Completion Trade Payables Amount; and(d)
    
    specify the Trade Payables Target Amount.
 9.15
    
    Delivery of Completion Trade Payables StatementThe Vendor must deliver the Completion Trade Payables Statement to the
Purchaser no later than 60 calendar days after the Completion Date and will use
reasonable endeavours to deliver the Completion Trade Payables Statement before
this date.9.16
    
    Purchasers Response to Completion Trade Payables StatementNo later than 30 calendar days after receipt of the Completion Trade
Payables Statement, the Purchaser must complete their review of the Completion
Trade Payables Statement. If the Purchaser disputes the inclusion of any item
in the Trade Payables Completion Statement or the value attributed to any item,
the dispute must be referred to the Independent Accountant under clause 24 for
a final and binding determination on the parties in all respects, and such
determination is made as an independent expert and not as an arbitrator.
 10
    
    Stocktake and Stock10.1
    
    Conduct of Stocktake
 (a)
    
    The Vendor will arrange for a physical stocktake of all of the Stock to
be undertaken the day immediately preceding Completion so as to ascertain
the value of Stock as at the Specified Time. Representatives of the
Purchaser are entitled to be present, and will be invited by the Vendor to
be present, at the stocktake to agree and verify the quantity of Stock at
the stocktake at each of the Properties.(b)
    
    The stocktake must be carried out in a manner
consistent with the procedures used in the most recent stocktake (provided
in Schedule 11), which comprise of:
 (i)
    
    Pre-stocktake preparation procedures;(ii)
    
    Pre-stocktake accounting procedures;(iii)
    
    Physical procedures to be adopted during the count; and(iv)
    
    Post-stocktake accounting procedures.
 (c)
    
    Upon completion of the stocktake, the Vendor will
record the quantity of Stock held as at the date of the stocktake on the
Completion Stock Statement.
 10.2
    
    Value of Stock
 (a)
    
    The valuation of Stock as at the date of the stocktake must be carried
out in a manner consistent with the Accounting Principles used in the most
recent Accounts of the Business on the basis of its landed cost (i.e.
including relevant freight costs):
 26




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(i)
    
    less the absorption cost adjustments for financial years ending 30 June
2008 and 30 June 2009 (in the amount of $723,502); and(ii)
    
    add the prepayments to suppliers of Stock that are
recorded in the trade payables ledger in the accounts of the Vendor as at
the Completion Date.
 (b)
    
    Upon completion of the valuation, the Vendor will record the value of Stock
held as at the date of the stocktake and calculated in accordance with clause 10.2(a)
on the Completion Stock Statement.
 11
    
    Employees11.1
    
    Termination of EmploymentThe Vendor must at least five Business Days before the Completion Date give notice
terminating the employment of each Employee on and from Completion.11.2
    
    Offer of EmploymentThe Purchaser must at least five Business Days before the Completion Date offer the
Employees employment in the Business with the Purchaser from and conditional on
Completion, on terms no less favourable than those governing that Employees employment on
the Completion Date. The Vendor will use its reasonable endeavours to assist the Purchaser
in obtaining the acceptance of such offers by the Employees. The offer must include the
Fair Work Information Statement in accordance with the Fair Work Act 2009 (Cth).11.3
    
    Terminating EmployeesThe Vendor is solely responsible for Terminating Employees and on the Completion Date
must pay to each Terminating Employee the amounts (if any) due to that Terminating
Employee, whether arising under any agreement, any legislation, any award, or otherwise in
respect of:
 (a)
    
    accrued salary, wages, holiday pay and sick leave;(b)
    
    accrued entitlements to long service leave; and(c)
    
    any other remuneration or entitlement arising out of employment or its
termination,
  (d)
    
    in respect of the entitlements of the Terminating Employees set out above;
and(e)
    
    otherwise in respect of the Employees to the extent that the Loss or Claim
relates to the period before Completion.
 11.4
    
    Transferring EmployeesIn relation to the Transferring Employees:
 (a)
    
    the Vendor must deliver to the Purchaser at Completion a document setting
out full details in respect of each Transferring Employee of all Accrued Entitlements
as at the Completion Date. For the avoidance of doubt, the Accrued Entitlements
exclude any entitlements in respect of which a payment has been made by the Vendor to
a Transferring Employee under clause 11.4(b)(ii);
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(b)
    
    the Vendor must pay to each of the Transferring Employees all amounts to
which that Transferring Employee is entitled on termination of employment on the
Completion Date by law or under any award, agreement or arrangement, including:
 (i)
    
    wages, salary or allowances; and(ii)
    
    if required by the Transferring Employee:
 (A)
    
    accrued but untaken annual leave; or(B)
    
    accrued but untaken long service leave;
 (c)
    
    from Completion, the Purchaser is solely responsible for the Transferring
Employees; and(d)
    
    the Purchaser must from Completion treat the Transferring Employees and deal
with all their entitlements as if each entitlement had been accrued by the relevant
Transferring Employee while in the employment of the Purchaser, provided that if the
Vendor has made a payment to a Transferring Employee under clause 11.4(b), the
Purchasers obligations to that Transferring Employee for future benefits to which
that payment relates will only be in respect of actual service with the Purchaser from
the Completion Date,
 and the Purchaser must indemnify the Vendor against each Loss or Claim against the Vendor
in respect of the Transferring Employees relating to the period after Completion or in
respect of which the Vendor has paid or allowed an amount to the Purchaser in accordance
with this clause.The Purchaser will from Completion Date assume liability for each Transferring Employees
accrued entitlements to holiday pay, long service leave, sick leave and any other
remuneration or entitlement arising out of employment other than in respect of the
entitlement to an extent a payment was made in respect of that entitlement by the Vendor
under clause 11.4(b).11.5
    
    Pre-Paid SalariesThe Purchaser must pay to the Vendor at Completion an amount equal to the total
amount of wages and salaries paid by the Vendor to the Transferring Employees in respect
of any period after Completion.11.6
    
    Further IndemnityWithout limitation to the generality of any other provisions of this Agreement, the
Vendor must indemnify, and keep indemnified, the Purchaser in respect of any workers
compensation and common law claims in relation to any Transferring Employee arising
(whether wholly or partially) from service prior to the Completion Date.12
    
    Assumed Liabilities12.1
    
    Pre-Completion CreditorsSubject to clause 12.5, the Vendor is solely responsible for and must pay, satisfy
and discharge in the proper time all debts and liabilities in respect of the Business
incurred or relating to the period before Completion (except any incurred by the
Purchaser) other than the Assumed Liabilities at Completion and must indemnify the
Purchaser in relation to those debts and liabilities.
 28




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12.2
    
    Assumed LiabilitiesThe Purchaser shall, subject to and with effect from the Completion Date:
 (a)
    
    assume, perform and discharge the Assumed Liabilities; and(b)
    
    indemnify and keep indemnified the Vendor against the Assumed Liabilities.
 12.3
    
    Income and ExpensesUntil Completion the Vendor is entitled to the income, profits, rights and benefits
of the Business, and must bear all outgoings and expenses of the Business, but on and from
Completion the Purchaser is entitled to the income, profits, rights and benefits of the
Business and must bear all outgoings and expenses of the Business.12.4
    
    Payment of Post Completion Liabilities by VendorWhere the Vendor has before Completion paid any amount of outgoings or expenses in
connection with the Business which relates to a period after Completion and has given
notice specifying those payments to the Purchaser before Completion, the Purchaser must pay
the Vendor that amount at Completion to the extent that it, relates to the period after
Completion.12.5
    
    Allowance of Pre-Completion LiabilitiesWhere the Purchaser accepts liability in respect of an outgoing or expense in
connection with the Business for a period before Completion and the Vendor has not paid
that outgoing or expense, the Vendor must at Completion either:
 (a)
    
    pay to the Purchaser the amount of that liability; or(b)
    
    allow the amount of that liability to the Purchaser against the Purchase Price.
 13
    
    Contracts and Property Leases13.1
    
    Assignment of Contracts and Property LeasesOn Completion the Vendor:
 (a)
    
    assigns to the Purchaser; and(b)
    
    if required by the Purchaser by notice to the Vendor before Completion, must
ensure the novation to the Purchaser of,
  13.2
    
    ConsentThe Vendor agrees to use its best endeavours to obtain the consent of the other
parties to the Contracts and the Property Leases to the assignment or novation of the
Contracts and the Property Leases to the Purchaser. If the consent or agreement of any
party is required to the assignment of any Contract or the Property Leases, this agreement
does not constitute an assignment of that Contract or the Property Lease until that
consent or agreement is obtained.13.3
    
    Purchasers IndemnityThe Purchaser must indemnify the Vendor against each Loss or Claim against the
Vendor arising from or in connection with any breach or non-performance after Completion
by the Purchaser of any provision of any Contract or Property Lease assigned or novated
under clause 13.1.
 29




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##### 



13.4
    
    Vendors IndemnityThe Vendor must indemnify the Purchaser against each Loss or Claim against the
Purchaser arising from or in connection with any breach or non-performance by the Vendor
of any provision of any Contract or Property Lease on or before Completion.13.5
    
    Security Deposits and Payments on AccountWhere before Completion the Vendor has received any deposits or amounts either:
 (a)
    
    as security deposits in respect of a persons obligation under a Contract
which has not been fulfilled on or before Completion; or(b)
    
    on account from any person in respect of any obligation to the Vendor under a
Contract which has not been fulfilled on or before Completion,
 those deposits and amounts must be transferred by the Vendor to the Purchaser at
Completion and the Vendor will have no further right to or in respect of any of the
deposits and amounts after Completion.14
    
    Plant Leases14.1
    
    Assignment of Plant LeasesThe Vendor agrees to use its best endeavours to obtain any necessary consent or
agreement to enable it to assign each Plant Lease to the Purchaser.14.2
    
    Payments after CompletionFrom Completion, the Purchaser must make all payments becoming due after Completion
under the terms of the Plant Leases and otherwise comply with their terms.14.3
    
    Pay out of Plant LeasesIf the Vendor cannot obtain the necessary consent to enable it to assign a Plant Lease
to the Purchaser, the Vendor must use reasonable endeavours to pay out that Plant Lease. On
Completion, the Purchaser must pay the Vendor all costs, charges and expenses incurred in
connection with the early termination of the Plant Leases. Following the payment, the
Vendor must sell the Leased Equipment which is the subject of that Plant Lease to the
Purchaser and the Purchaser must purchase that Leased Equipment at a price equal to the
settlement sum paid by the Vendor to the lessor or, if less, the fair market value of the
Leased Equipment as determined by agreement between the Vendor and the Purchaser. Failing
agreement, the price is to be determined by the Independent Accountant and clause 24
applies with the necessary changes.14.4
    
    Time of PaymentThe purchase price for the payout of Leased Equipment which is the subject of the
Plant Leases under clause 14.3 must be paid on the later of:
 (a)
    
    Completion; or(b)
    
    seven days after the purchase price for the Leased Equipment subject to that
Plant Lease is ascertained.
  
 30




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14.5
    
    Indemnity from PurchaserThe Purchaser indemnifies the Vendor for any Claims or Loss arising from, or
incurred in connection with:
 (a)
    
    a breach by the Purchaser of clause 14.2; or(b)
    
    any residual liability arising as a result of the assignment of each of the
Plant Leases.
 15
    
    Warranties15.1
    
    Warranties by Vendor and CovenantorsThe Vendor and Covenantors warrant to the Purchaser that each of the statements set
out in Schedule 7 (except to the extent that such matter is disclosed in the Disclosure
Material) is true and accurate, both at the date of the Option Deed, this Agreement and at
the Completion Date (except that where a Warranty refers to only one of those dates, that
Warranty is given only as at that date).15.2
    
    Indemnity by Vendor and CovenantorsThe Vendor and Covenantors must indemnify the Purchaser against:
 (a)
    
    any Loss or Claim against the Purchaser to the extent that the Loss or Claim
arises from or is connected with any breach of any Warranty or of any other term of
this Agreement;(b)
    
    any Loss or Claim incurred by the Purchaser because the Business or any of
the Assets was worth less than it would have been worth had there been no breach of
that Warranty; and(c)
    
    any Taxes which may be incurred by the Purchaser arising from the performance
by the Vendor and Covenantor of its obligations under this clause 15.2.
 15.3
    
    Duration of WarrantiesThe Warranties and the provisions of clause 15.1 and 15.2
remain in full force and
are binding notwithstanding Completion until the date which is 12 months after the expiry
of the Vendors obligations under clause 8.7 and, where before that date the Purchaser
gives the Vendor or Covenantor notice of a Claim for a breach of a Warranty, that Warranty
does not cease on that date and continues after that date to the extent required to enable
the Purchaser to prosecute that Claim.15.4
    
    Minimum quantum of ClaimsThe Purchaser may not make a Claim against the Vendor or Covenantors for a breach
of any Warranty under this Agreement unless the value of a Claim in respect of a
particular matter or in respect of a number of similar or related matters taken together
exceeds $50,000, and the aggregate of all those Claims exceeds or has already exceeded
$150,000, in which event the Purchaser may make a Claim for the whole amount.15.5
    
    Maximum LiabilityThe maximum aggregate liability of the Vendor and Covenantors for Claims made by
the Purchaser for any breach of Warranty under this Agreement (other than for a breach of
the Title Warranties or Authority Warranties) and all other Claims under this Agreement
(other than a Claim in respect of the breach of clause 18 and
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indemnities in clause 16.2) is an amount, expressed in Australian dollars, equivalent
to 25% of the Purchase Price.The maximum aggregate liability of the Vendor and Covenantors for Claims made by the
Purchaser for a breach of the Title Warranties or Authority Warranties under this
Agreement is an amount, expressed in Australian dollars, equivalent to 100% of the
Purchase Price.15.6
    
    Separate WarrantiesEach Warranty is a separate Warranty and its meaning is not affected by any other
Warranty.15.7
    
    Purchasers WarrantiesThe Purchaser warrants and represents to the Vendor that, at the date of the Option Deed, this Agreement and at the Completion Date:
 (a)
    
    the execution and delivery of this Agreement has been properly authorised by
all necessary corporate action of the Purchaser;(b)
    
    the Purchaser has full corporate power and lawful authority to execute and
deliver this Agreement and to consummate and perform or cause to be performed its
obligations under this Agreement;(c)
    
    this Agreement constitutes a legal, valid and binding obligation of the
Purchaser enforceable in accordance with its terms by appropriate legal remedy; and(d)
    
    this Agreement and Completion do not conflict with or result in a breach of
or default under any provision of its Constitution or any material term or provision
of any agreement or deed or any writ, order or injunction, judgement, law, rule or
regulation to which it is a party or is subject or by which it is bound.
 15.8
    
    DisclosuresThe Vendor and Covenantors are not liable to make any payment (whether by way of
damages or otherwise) for any breach of any Warranty to the extent that the breach is
based on any fact, matter or circumstance:
 (a)
    
    provided for in this Agreement;(b)
    
    fully and accurately disclosed in any Disclosure Material provided by the
Vendor or Covenantors to the Purchaser;(c)
    
    within the actual knowledge on or before the date of the Option Deed of the
officers or employees of the Purchaser directly involved in the due diligence in
relation to, or implementation of, the transactions contemplated by this Agreement;(d)
    
    which would have been disclosed to the Purchaser had the Purchaser conducted
searches five Business Days prior to the date of the Option Deed of records open to
public inspection in Australia (including records maintained by any Governmental
Agency); or(e)
    
    fully and accurately disclosed by the Vendor or the Covenantors to the
Purchaser between the date of the Option Deed and Completion, but only to the extent
such fact, matter or circumstance:
 (i)
    
    has first arisen in the period between the date of the Option Deed
and Completion; and
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(ii)
    
    is in relation to the Vendors relationship with the customers of the
Business; and(iii)
    
    was outside of the reasonable control of the Vendor or the Covenantors.
 15.9
    
    Conditions of payment and Claims for breachDespite any other provision of this Agreement, each of the following applies in
respect of this Agreement:
 (a)
    
    (Notice of Claims)Subject to clause 15.8, the Vendor and Covenantors are not
liable to make any payment (whether by way of damages or otherwise) for any breach of
any Warranty unless a claim is made in writing by the Purchaser against the Vendor or
Covenantors (setting out reasonable details, circumstance or matter giving rise to the
breach, the nature of the breach and the Purchasers calculation of the loss suffered)
as soon as reasonably practicable after the Purchaser becomes aware of the fact,
circumstance or matter on which the claim is based and, in any event, on or before the
date twelve (12) months after the expiry of the obligations of the Vendor in clause
8.7;(b)
    
    (Actions of the Purchaser)The Vendors and Covenantors Liability in
respect of any breach of any Warranty will be reduced or extinguished (as the case may
be) to the extent that the breach has arisen as a result of any act or omission after
Completion by or on behalf of the Purchaser;(c)
    
    (Credit)If after the Vendor or Covenantors (as the case may be) have made
any payment to the Purchaser for any breach of any Warranty the Purchaser receives any
benefit or credit by reason of matters to which the breach relates then the Purchaser
must immediately repay to the Vendor or Covenantors a sum corresponding to the amount
of the payment or (if less) the amount of the benefit or credit after deduction of all
reasonable costs and expenses of the recovery incurred by the Purchaser;(d)
    
    (Change in law or interpretation)The Vendor and Covenantors will not be
liable to make any payment (whether by way of damages or otherwise) for any breach of
any Warranty:
 (i)
    
    where the breach is as a result of any legislation not in
force at the date of the Option Deed including legislation which takes effect
retrospectively;(ii)
    
    where the breach is as a result of or in respect of a change
in the judicial interpretation of the law in any jurisdiction after the date of
the Option Deed; or(iii)
    
    where the breach is as a result of or in respect of a
change in the administrative practice of any Governmental Agency after the
date of the Option Deed including any change which takes effect
retrospectively.
 15.10
    
    Dealing with Warranty breach after CompletionIf the Purchaser becomes aware after Completion of any fact, circumstance or matter
which constitutes or could (whether alone or with any other possible fact, circumstance or
matter) constitute a breach of any Warranty, the Purchaser must do each of the following:
 33




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(a)
    
    promptly give the Vendor or Covenantors reasonable details of the fact,
circumstance or matter giving rise to the breach, the nature of the breach and the
Purchasers calculation of the loss suffered and any reasonable details of further
related information of which the Purchaser becomes aware;(b)
    
    until it notifies the Vendor or Covenantors in accordance with paragraph
15.10(a), take reasonable steps to mitigate any loss which may give rise to a claim
against the Vendor or Covenantors for breach of any Warranty;(c)
    
    not make any admission of liability, agreement or compromise with any person
in relation to the fact, circumstance or matter without first consulting with and
obtaining the approval of the Vendor or Covenantors (such approval not to be
unreasonably withheld or delayed);(d)
    
    give the Vendor and Covenantors and their professional advisers reasonable
access to:
 (i)
    
    the personnel and premises of the Purchaser; and(ii)
    
    relevant chattels, accounts, documents and records within the
possession, custody or power of the Purchaser, to enable the Vendor or
Covenantors and their professional advisers to examine the personnel,
premises, chattels, accounts, documents and records and to take copies
or photographs of them at the Vendors or Covenantors expense;
 (e)
    
    at the Vendors or Covenantors expense, take all action in good faith and
with due diligence that the Vendor or Covenantors (acting reasonably and in
consultation with the Purchaser) directs to avoid, remedy or mitigate the breach,
including legal proceedings and disputing, defending, appealing or compromising the
Claim and any adjudication of it, and
 the Vendor or Covenantors will indemnify the Purchaser against any Loss or Claim incurred
by the Purchaser in respect of action taken by the Purchaser at the direction of the
Vendor or Covenantors under paragraph 15.10(e) and in respect of any Loss or Claim
incurred in complying with its obligations under clause 15.10(d).15.11
    
    Proceedings in respect of a ClaimUnless the Vendor or Covenantors otherwise agree, any Claim by the Purchaser against
the Vendor or Covenantors for any breach of any Warranty will be taken to be waived or
withdrawn and will be barred and unenforceable (if such Claim has not been previously
satisfied, settled or withdrawn) unless legal proceedings in respect of the Claim have
been issued and served on the Vendor or Covenantors within twelve (12) months of the
service of the notice of such Claim on the Vendor or Covenantors and for this purpose
legal proceedings will not be deemed to have been commenced unless they have been properly
issued and validly served upon the Vendor or Covenantors (as the case may be).15.12
    
    Taxation OffsetIn calculating the Liability of the Vendor or Covenantors for any breach of any
Warranty, account must be taken of the amount by which any Tax for which the Purchaser,
the Business or any of them is now or in the future accountable or liable to be assessed,
is reduced or extinguished as a result of the matter giving rise to such Liability.
 34




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15.13
    
    Remedies for breach of WarrantyThe Purchaser acknowledges that its sole remedy for a breach of a Warranty which
occurs after Completion is damages.15.14
    
    No Liability where breachWithout limiting the operation of any other provision of this Agreement, the
Liability of the Vendor or Covenantors in respect of any breach of any Warranty will be
reduced or extinguished to the extent the Vendors or Covenantors position is prejudiced
or compromised by any material breach by the Purchaser of any provision of this Agreement.15.15
    
    System 77
 (a)
    
    The Vendor and the Covenantors warrant to the Purchaser that, at the date of the
Option Deed, this Agreement and the Completion Date the Vendor has the right to use
System 77 until its expiry on 31 December 2010 in relation to the Business.(b)
    
    Until the date which is the earlier of 31 December 2010 and when the
Purchaser has fully implemented its own system to replace System 77, the Vendor and
the Covenantors agree to procure that System 77 is available for use by the Purchaser
and will indemnify the Purchaser for any licensing and support costs that may be
reasonably required to maintain System 77 and to make it available for use by the
Purchaser in its current form, provided that such costs do not result directly
or indirectly from the Purchasers customisation or changes to System 77.
 16
    
    Product liability16.1
    
    Product warrantySubject to clause 16.2, the Purchaser agrees to comply with any warranty given by the
Vendor to a customer of the Business in respect of a product provided to that customer by
the Vendor before Completion.16.2
    
    Indemnity by Vendor and CovenantorsSubject to Completion occurring, the Vendor and the Covenantors indemnify the
Purchaser against any Loss or Claim against the Purchaser to the extent that the Loss or
Claim arises from or is connected with:
 (a)
    
    any warranty obligations assumed by the Purchaser under clause 16.1; or(b)
    
    any products provided to customers by the Vendor before Completion.
 16.3
    
    Minimum ThresholdThe Vendor and the Covenantors are only liable under clause 16.2(a) for the first
$25,000 of the value of the aggregate of all Product Warranty Claims and any amount by
which the value of the aggregate of all Product Warranty Claims exceeds $50,000.16.4
    
    Products Sold by the Purchaser
 (a)
    
    The Purchaser must within 60 Business Days of Completion implement a strict
process accompanied by detailed guidelines which will identify the products sold by
the Purchaser to distinguish them from the products sold by the Vendor before
Completion. This process is to be determined in
 35




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##### 



consultation with the Vendor and ultimately subject to the Vendors approval (such
approval not to be unreasonably withheld).(b)
    
    For the period of five years following Completion, the Purchaser will allow
the Vendor reasonable access to the Purchasers business premises on reasonable notice
and during normal business hours for the sole purpose of the Vendor verifying the
Purchasers compliance with the process established under clause 16.4(a).
 16.5
    
    Dealing with Product Warranty Claims
 (a)
    
    In dealing with any Product Warranty Claims under this clause 16, the Purchaser
agrees to take all steps to mitigate any potential Loss and where the Claim is
considered material by the Purchaser (acting reasonably), the Purchaser shall not
make any admission of liability, agreement or compromise without first
consulting with and obtaining the approval of the Vendor.(b)
    
    Following Completion, the Purchaser will implement a process for recording
the costs of satisfying Product Warranty Claims which include the costs of labour,
materials and freight, overhead allocation, and any other related costs including the
cost of replacement product. Such process is to be approved by the Vendor (such
approval not to be unreasonably withheld). Any recoveries of salvaged components or
products the subject of the Product Warranty Claims that are saleable will be set off
against the cost to determine the net warranty expense for a Product Warranty Claim.
Following Completion, if there is any Product Warranty Claim in any quarter, the
Purchaser will, on request by the Vendor, provide the Vendor a report detailing the
costs of Product Warranty Claims.
 16.6
    
    Insurance Policies
 (a)
    
    The Covenantors must procure that on or before the Completion Date the Vendor
obtains and thereafter maintains, and the Vendor must on or before the Completion Date
obtain and thereafter maintain at its own cost, for five years after the Completion
Date (provided the cover is not Uninsurable) a comprehensive products liability policy
written on an occurrence basis on terms reasonably acceptable to the Purchaser to
cover all sums which the Vendor may become legally liable to pay as compensation to
any person consequent upon:
 (i)
    
    the death of, or bodily injury (including disease or illness) to, any
person; and(ii)
    
    the loss of, or damage to, any property,
 arising out of or in connection with the products sold by the Vendor before or on
the Completion Date (Policy).Without limitation of the previous paragraph of this clause 16.6(a), the Policy
must not, upon its terms, extend protection to anyone else apart from the Vendor
without the prior written consent of the Purchaser.(b)
    
    The:
 (i)
    
    limit of liability provided by the Policy in respect of product liability
must be not less than $20 million for any one occurrence and in the
annual aggregate; and(ii)
    
    excess must not be more than $25,000 for any one occurrence.
 36




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##### 



(c)
    
    The Policy must be placed with an insurer which has an insurer financial
strength rating of not less than A- or equivalent from Standard & Poors or another
internationally recognised rating agency.(d)
    
    The Vendor and the Covenantors agree not to take any action, and must use their best
endeavours to ensure that no third person takes any action, to wind up or deregister the
Vendor during the period it is entitled to be indemnified under the Policy and the Predecessor
Policies in respect of any covered occurrences under the Policy and any Predecessor Policy
including, for the avoidance of doubt, the period up until the later of:
 (i)
    
    any and all claims that it has made upon, or subsequently makes
upon, the Policy and any of its Predecessor Policies (or either) have either
been settled or proceedings in respect of such claims can no longer be
prosecuted by reason of being time barred under applicable statutes of
limitation; or(ii)
    
    proceedings in respect of covered occurrences under the Policy
and the Predecessor Policies (or either) can no longer be prosecuted by
reason of being time barred under applicable statutes of limitation.
 (e)
    
    The Vendor must not, and the Covenantors must procure that the Vendor does not, do or suffer
to be done or fail to do or suffer to fail to be done, anything that would cause the Policy
and any Predecessor Policy to be:
 (i)
    
    prejudiced or unavailable (including, pursuant to a partial or
complete commutation of the insurance) or (in relation to the Policy) not
available at reasonable commercial rates and on market terms; or(ii)
    
    (without limitation of clause 16.6(e)(i)) vitiated or rendered void,
voidable or cancelled.
 (f)
    
    On request by the Purchaser, the Vendor must provide a copy of a certificate of currency for
the Policy and evidence of its terms (including, if required by the Purchaser a certified copy
of the Policy).(g)
    
    The Vendor must:
 (i)
    
    notify the Purchaser immediately:
 (A)
    
    of any cancellation of the Policy or avoidance of the Policy
and any Predecessor Policy (or either);(B)
    
    of any change to the terms of the Policy and any Predecessor
Policy (or either); and(C)
    
    if the Policy lapses; and
 (ii)
    
    use its best endeavours (including paying a reasonable additional premium)
to reinstate the Policy if its cancelled or lapses or is modified in a manner which
reduces the protection provided to the Vendor.
 (h)
    
    The Vendor must at its own cost diligently pursue and take all necessary and appropriate
steps to enforce the Vendors rights of recovery under all available insurance policies
including the Policy and any Predecessor Policy
 37




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##### 



in relation to any liability or potential liability to pay compensation to any
person consequent upon:
 (i)
    
    the death of, or bodily injury (including disease or illness) to, any
person; and(ii)
    
    the loss of, or damage to, any property,
   (i)
    
    In this clause 16.6 Predecessor Policy means a comprehensive products
liability insurance policy, the period of insurance of which has expired prior to the
Completion Date but which has not been discharged by performance or otherwise prior
to the Completion Date and which provides insurance cover in respect of sums which
the Vendor may become legally liable to pay as compensation to any person consequent
upon:
 (i)
    
    the death of, or bodily injury (including disease or illness) to, any
person; and(ii)
    
    the loss of, or damage to, any property,
  16.7
    
    Indemnity by the PurchaserThe Purchaser indemnifies the Vendor and the Covenantors against any Loss or Claim in
respect of product warranties or product liabilities which may be brought against the
Vendor and the Covenantors to the extent that the Loss or Claim arises from or is
connected with:
 (a)
    
    any warranty obligations relating to the products manufactured and supplied
by the Purchaser after Completion; or(b)
    
    any products provided to customers by the Purchaser after Completion.
 16.8
    
    Relevant ProductsDuring the period of five years after Completion, the Vendor and the Covenantors must
indemnify the Purchaser for the amount of the excess (otherwise referred to as the
deductible) payable by the Purchaser under its product liability insurance policy in
respect of any claim relating to the Relevant Products and arising directly as a result of
the Relevant Stock forming part of such Relevant Products.17
    
    Retention Amount17.1
    
    Escrow AgentThe Escrow Agent must hold the Retention Amount on behalf of the Vendor and the
Purchaser in an interest bearing deposit account with a bank (within the meaning of the
Banking Act 1958(Cth)) and deal with it in accordance with this clause 17.
 38




---



##### 



17.2
    
    Payment of Resolved Claims from Retention AmountIf by the Retention Expiry Date, the Purchaser has made or commenced any Warranty
and indemnity Claims and such Warranty and Indemnity Claims are Resolved Claims, the
Escrow Agent must pay to the Purchaser such an amount as is payable to the Purchaser by
the Vendor or the Covenantors in connection with a Resolved Claim together with any
accrued interest on that amount from the Completion Date within five Business Days after
the relevant Resolved Claim was resolved.17.3
    
    Unresolved Claims at Retention Expiry DateIf by the Retention Expiry Date the Purchaser has made or commenced any
Warranty and Indemnity Claim which remains an Unresolved Claim at the Retention Expiry
Date, then an amount equal to the Aggregate Claimed Amount together with any accrued
interest on that amount as at the Retention Expiry Date shall be retained by the Escrow
Agent and dealt with in accordance with clause 17.5.17.4
    
    Retention Expiry DateWithin five Business Days of the Retention Expiry Date the Escrow Agent must pay to
the Vendor the amount (if any) equal to the amount by which the Remaining Retention Amount
as at the Retention Expiry Date together with any accrued interest on that amount
exceeds the Aggregate Claimed Amount as at the Retention Expiry Date retained in accordance
with clause 17.3.17.5
    
    Resolved Claims after Retention Expiry Date
 (a)
    
    If an Unresolved Claim becomes a Resolved Claim following the Retention Expiry
Date, within five Business Days of the date of the resolution of the Resolved Claim,
the Escrow Agent must pay to the Purchaser the amount (if any) due to the Purchaser
pursuant to the terms of resolution of the Resolved Claim together with any accrued
interest on that amount.(b)
    
    if at any time following the Retention Expiry Date there are no Unresolved
Claims remaining, the Escrow Agent must pay to the Vendor the balance (if any) of the
Remaining Retention Amount within five Business Days of the Last Resolved Claim being
resolved.
 17.6
    
    Insufficient funds in Retention Amount to meet ClaimsIf any amount deducted from the Retention Amount together with any accrued
interest on the Retention Amount pursuant to this clause 17 is insufficient to meet the
sums claimed by the Purchaser in respect of any Warranty and Indemnity Claim, then the
Purchaser shall retain its rights to recover the amount by which the claimed sums exceed
the amount of the Retention Amount together with any accrued interest on the Retention
Amount, as appropriate but subject to any limits on its ability to pursue those Warranty
and Indemnity Claims elsewhere in this Agreement. The Escrow Agent is only required to
make payments under this clause 17 to the extent of the Remaining Retention Amount.18
    
    Restraint18.1
    
    Clause 18 DefinitionsIn this clause 18 (and any other provision of this Agreement which relates to this
clause or its subject matter), unless the context requires:
 39




---



##### 



Restraint Areameans each of the areas described in Part 2 of Schedule 8 separately;Restrained Businessmeans a business or operation similar to, or competitive with, the
Business and, without limitation, includes each of the businesses described in Part 1 of
Schedule 8 separately; andRestraint Periodmeans each of the periods described in Part 3 of Schedule 8 separately.18.2
    
    Restraint ObligationExcept as permitted by clause 18.3 and subject to Completion occurring, the Vendor and
the Covenantors must not, and must ensure that the Key Employees, and each of the Vendors,
Covenantors and Key Employees respective Associated Persons do not, during the maximum
allowed Restraint Period in the maximum allowed Restraint Area:
 (a)
    
    promote, participate in, operate or engage in (whether on its own account or
in partnership or by joint-venture); or(b)
    
    be concerned or interested (directly or indirectly, or through any interposed
body corporate, trust, principal, agent, employee, shareholder, director,
manager, beneficiary adviser or financier, or as an independent contractor, consultant
or in any other capacity) in,
 any of the Restrained Businesses or any material part of
them.
 18.3
    
    Permitted InvolvementClause 18.2 does not prevent the Vendor, the Covenantors or the Key Employees,
together with any of their respective Associated Persons, being the holders in aggregate
of less than ten percent of the issued shares or units of a body corporate or unit trust
listed on a stock market conducted by ASX Limited (the Australian Securities Exchange).18.4
    
    Non-InterferenceOn and from Completion, the Vendor and the Covenantors must not, and must ensure that
the Key Employees, and each of the Vendors, Covenantors and Key Employees respective
Associated Persons, do not, during each Restraint Period:
 (a)
    
    solicit, canvas or secure the custom of a person who is at Completion, or was
within 12 months before Completion, a customer of the Business or the Vendor in
connection with the Business;(b)
    
    represent itself as being in any way connected with, interested in or
associated with the Business (except as its proprietor before Completion) or any
Business conducted by the Purchaser;(c)
    
    itself or by any of its agents or servants, disclose or use to advantage or
to the disadvantage of the Purchaser:
 (i)
    
    the name of any customer of the Business or of the Vendor in
relation to the Business; or(ii)
    
    any of the trade secrets, secret or confidential
operations, processes or dealings of, or any confidential information
relating to, the Business or its organisation, finances, transactions,
customers or affairs; or
 40




---



##### 



(d)
    
    solicit, employ or engage the services of any Transferring Employee or
any other person who becomes an employee of the Purchaser in connection with the
Business other than as a result of that person responding to an advertisement for
services for a business not classified as a Restrained Business.
 18.5
    
    Independence of RestraintsEach of the restraint obligations imposed by clause 18.2 (which results from the
different combinations of Restrained Businesses, Restraint Periods and Restraint Areas) is
a separate, severable and independent obligation from the other restraint obligations
imposed (although they are cumulative in effect).18.6
    
    Reasonableness of RestraintThe Vendor and the Covenantors agree that each of the restraint obligations imposed
by clause 18.2 is reasonable in its extent (as to all of duration, geographical area and
restrained conduct) having regard to the interests of each party to this Agreement and
extends no further (in any respect) than is reasonably necessary and is solely to protect
the Purchaser as purchaser of the Business in respect of the goodwill of the Business.If any restraint obligation is judged to go beyond what is reasonable in the circumstances
and necessary to protect the goodwill of the Business but would be judged reasonable if
any Restrained Business were deleted or a Restraint Period or a Restraint Area were
reduced, then the Restraint applies with that activity deleted or period or area reduced
so as to make the Restraint reasonable in the circumstances.19
    
    Costs and Stamp Duty19.1
    
    Costs GenerallyExcept to the extent specified in clause 19.2 each party must bear and is
responsible for its own costs in connection with the preparation, execution, Completion
and carrying into effect of this Agreement.19.2
    
    Stamp Duty GenerallyThe Purchaser must bear and is responsible for all stamp duty on or in respect of:
 (a)
    
    this Agreement;(b)
    
    the sale, purchase, assignment or transfer of any property under this
Agreement; and(c)
    
    any instrument or transaction contemplated by this Agreement.
 20
    
    Termination20.1
    
    Events of DefaultAn event of default occurs where:
 (a)
    
    a Party breaches any provision of this Agreement and fails to rectify that
breach within seven days after written notice of that breach is given to that party
by the other Party requesting that the breach be remedied; or(b)
    
    a Party has:
 41




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##### 



(i)
    
    an application presented against it, an order made, a resolution
passed or a meeting summoned or convened for the purpose of considering
a resolution for its winding up;(ii)
    
    a receiver, or receiver and manager, appointed over its
assets or undertaking any part of them;(iii)
    
    any execution or other process of any court or
authority issued against or levied upon any of its assets;(iv)
    
    ceased to pay its debts or suspended payment generally
or has ceased or threatened to cease to carry on its business or become
insolvent or be presumed by the court to be insolvent within the meaning of
section 459C of the Corporations Act;(v)
    
    an administrator, trustee, liquidator or provisional
liquidator appointed for all or any part of its assets or undertakings; or(vi)
    
    entered into or resolved to enter into an arrangement,
composition or compromise with, or assignment for the benefit of its
creditors generally or any class of creditors or proceedings are commenced
to sanction such an arrangement, composition or compromise other than for
the purposes of a bona fide scheme of solvent reconstruction or
amalgamation; or(vii)
    
    a meeting of its directors, shareholders or creditors
convened, summoned or held for the purpose of considering or agreeing to
any resolution for the winding up or administration of that Party.
 20.2
    
    Consequences of DefaultIf an event of default occurs in respect of a Party, the other Party may, by serving
written notice of the defaulting party, do any or all of the following:
 (a)
    
    terminate this Agreement; and(b)
    
    take action, either at law or in equity, to enforce the performance of the
defaulting partys obligations or to recover damages for breach.
 Clauses 3, 19.1, 20.2, 22.7 and 23 and other obligations which are expressed to survive
termination of this Agreement survive termination of this Agreement under this clause.20.3
    
    Purchasers Termination Right
 (a)
    
    If the Vendor or the Covenantors disclose (or purport to disclose) any
fact, matter or circumstance under clause 15.8(e) then:
 (i)
    
    unless the Vendor and the Purchaser agree to an adjustment to
the Purchase Price to take account of that fact, matter or
circumstance, within five Business Days of disclosure, the Purchaser
may in its absolute discretion terminate this Agreement by written
notice to the Vendor; and(ii)
    
    the parties agree that notwithstanding anything else in
this Agreement any obligation on the Purchaser to complete under this
Agreement is deferred for such period up to 15 Business Days as may be
notified by the Purchaser to the Vendor after having received written notice
of a disclosure (or purported disclosure) under clause 15.8(e).
 42




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(b)
    
    Clauses 3, 19.1, 20.3, 22.7 and 23 and other obligations which are expressed
to survive termination of this Agreement survive termination of this Agreement
under this clause.(c)
    
    If this Agreement is terminated under this clause 20.3 the Deposit and all
interest on it must be paid to the Purchaser and the parties must immediately
direct the Escrow Agent accordingly.
 21
    
    Notices21.1
    
    Method of Giving NoticesA notice, consent, approval or other communication (each a Notice) under this
Agreement signed by or on behalf of the person giving it, addressed to the person to whom
it is to be given and:
 (a)
    
    delivered to that persons address;(b)
    
    sent by pre-paid mail to that persons address; or(c)
    
    transmitted by facsimile to that persons address.
 21.2
    
    Time of ReceiptA Notice given to a party in accordance with clause 21.1 is treated as having been
given and received:
 (a)
    
    if delivered to that persons address on the day of delivery if a Business
Day, otherwise on the next following day;(b)
    
    if sent by pre-paid mail, on the third Business Day after posting; and(c)
    
    if transmitted by facsimile to a persons address and a correct and complete
transmission report is received, on the day of transmission if a Business Day,
otherwise on the next following Business Day.
 21.3
    
    Address of PartiesFor the purposes of this clause 21, the address of a party is the address set out
below or another address of which that person may from time to time give notice to each
other person:
 Vendor:Attention:
    
    Mr Michelangelo CantoneAddress:
    
    638 Casella Place, Kewdale, PerthFacsimile:
    
    +61 8 9353 1156Purchaser:Attention:
    
    Chief Financial OfficerAddress:
    
    465 Railroad Avenue, Camp Hill, Pennsylvania 17011 United States of AmericaFacsimile:
    
    +1 717-303-2576 and +1 717-303-2509
 43




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22
    
    General22.1
    
    AmendmentThis Agreement may only be amended or supplemented in writing, signed by the parties.22.2
    
    WaiverThe non-exercise of or delay in exercising any power or right of a party does not
operate as a waiver of that power or right, nor does any single exercise of any power or
right preclude any other or further exercise of it or the exercise of any other power or
right. A power or right may only be waived in writing, signed by the party to be bound by
the waiver.22.3
    
    Liability of PartiesIf two or more parties are included within the same defined term in this Agreement:
 (a)
    
    a liability of those persons under this Agreement is a joint liability of all
of them and a several liability of each of them;(b)
    
    a right given to those parties under this Agreement is a right given severally to each of them; and(c)
    
    a representation, warranty or undertaking made by each of them is made by each of them in respect of itself.
 22.4
    
    Entire AgreementThis Agreement and the Escrow Deed is the entire agreement of the parties on the
subject matter. The only enforceable obligations and liabilities of the parties in
relation to the subject matter are those that arise out of the provisions contained in
this Agreement and the Escrow Deed. All representations, communications and prior
agreements in relation to the subject matter are merged in and superseded by this
Agreement.22.5
    
    SeverabilityAny provision in this Agreement which is invalid or unenforceable in any jurisdiction
is to be read down for the purposes of that jurisdiction, if possible, so as to be valid
and enforceable, and is otherwise capable of being severed to the extent of the invalidity
or unenforceability, without affecting the validity or enforceability of that provision in
any other jurisdiction or the whole agreement.22.6
    
    Assignment before CompletionBefore Completion, no Party may assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of all the other Parties.22.7
    
    Remedies cumulativeThe rights and remedies provided in this Agreement are in addition to other rights
and remedies given by law independently of this Agreement.22.8
    
    Rights and obligations are unaffectedRights given to the parties under this Agreement and the parties liabilities under
it are not affected by anything which might otherwise affect them by law.
 44




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22.9
    
    No MergerNo provision of this Agreement merges on or by virtue of Completion.It is not necessary for a party to incur expense or make payment before enforcing a right
of indemnity under this Agreement.22.10
    
    Further AssuranceEach party must at their own expense do, sign, execute and deliver and must ensure
that each of its employees and agents does, signs, executes and delivers, all deeds,
documents, instruments and acts reasonably required of it or them by notice from another
party effectively to carry out and give full effect to this Agreement and the rights and
obligations of the parties under it, both before and after Completion.22.11
    
    CounterpartsThis Agreement may be executed in any number of counterparts and all of those
counterparts taken together constitute one and the same instrument.22.12
    
    AttorneysEach attorney who executes this Agreement on behalf of a Party declares the
attorney has no notice of the revocation or suspension of the power of attorney by the
grantor or in any manner of the power of attorney under the authority of which the
attorney executes this Agreement and has no notice of the death of the grantor.23
    
    Law and Jurisdiction
 23.1
    
    Governing LawThis Agreement is governed by the law in force in Western Australia.23.2
    
    Submission to JurisdictionThe parties submit to the non-exclusive jurisdiction of the courts of Western
Australia and any courts which may hear appeals from those courts in respect of any
proceedings in connection with this Agreement.24
    
    Dispute Resolution Procedure
 (a)
    
    Any disputed matter referred to the Independent Accountant must be
resolved in accordance with the procedure set out in this clause.(b)
    
    The disputed matter must be referred to the Independent Accountant by
written submission which must include copies of relevant documentation
relating to the dispute and reference to the relevant provisions of the
Agreement.(c)
    
    The Independent Accountant must be instructed to finish its determination as
soon as practicable and in any event no later than 20 Business Days after its
appointment (or other period agreed by the Vendor and the Purchaser).(d)
    
    The Vendor and the Purchaser must promptly supply the Independent
Accountant with any information, assistance and co-operation requested in
writing by the Independent Accountant in connection with its determination.
All correspondence between the Independent Accountant and a party must
be copied to the other parties.
 45




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##### 



(e)
    
    The Independent Accountant will determine the procedures for settlement of the disputed matter.(f)
    
    The Independent Accountant shall act as an independent expert and not an
arbitrator. The Independent Accountants decision will be conclusive, final
and binding on the parties (except in the case of manifest error).(g)
    
    The costs of the Independent Accountant will be paid as determined by the
Independent Accountant, having regard to the relative position of the parties
on the disagreement.
 46




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##### 



Part 1:
    
    Registered Business namesWestmix (WA 0200952Y)Part 2:
    
    Unregistered Business namesNilPart 3:
    
    Trade namesNilPart 4:
    
    Trade marksAustralian registered Trade Mark number 328762 word: KELSOAustralian registered Trade Mark number 121515 word: KELSOAustralian registered Trade Mark number 953522 fancy: NARRABARRAAustralian registered Trade Mark number 948692 word: NARRA BARRAAustralian registered Trade Mark number 156683 word: LIGHTBURNNew Zealand registered Trade Mark number 703796 word: KelsoUnregistered Trade Mark number 1325984 word: WESBARROWPart 5:
    
    Trade Mark ApplicationsTrade mark application number 1344772 word: KELSOTrade mark pre-filing application number 13443983 logo: C & G logoPart 6:
    
    Registered designsRegistration AU 317466 S, Design Number 200720294Registration AU 156421 S, Application 200203166Registration AU 153715 S, Design Number 200301621Registration AU 136594 S, Design Number 199802647Registration AU 153394 S, Design Number 200301620Part 7:
    
    PatentsNilPart 8:
    
    Domain Nameswestmix.com.auwestmix.net.aukelsowheelbarrows.com.aukelsowheelbarrows.co.nzkelso.com.aukelso-wheelbarrows.com.au
 47




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##### 



Type of
    
    
    
    
    
    
    
    
    
    Date Contract
    
    Value ofContract
    
    Contract With
    
    Description of Contract
    
    Term
    
    Signed
    
    ContractSupplier Trading Terms
    
    Bunnings Group Pty Ltd
    
    Rebates  8%
    
    1 July 2009 to 30 June 2010
    
    16 June 2009
    
    
    N/AMarketing Allowance  2%Settlement Discount  3%Opening Rebates  12.5%Long Term Incentive
1st Level  $13M min to $14M max  1%
2nd Level
 $14M min to $14.25M max  1.25%
3rd Level
 $14.25M min to $14.5M max  1.5%
4th Level
 $14.5M min to $14.75M max  1.75%
5thLevel  $14.75M +  2%Supplier Trading Terms
    
    Bunnings Group Pty Ltd
    
    Rebates  8%
    
    1 July 2010 to 30 June 2011
    
    In the process of being executed by both parties
    
    
    N/AMarketing Allowance  2%Settlement
Discount  3%Opening Rebates  12.5%Long Term Incentive
1st Level  $13.5M min to $13.99M max  1%
2nd Level  $14M min to $14.49M max  1.5%
3rd Level  $14.5M min to $14.99M max  2%
4th Level  $15M min to $15.49M max  3%
5th Level  $15.5M min to $15.99M max  3.5%
6thLevel  $16M +  4%Trading Terms
    
    Hardware & Building
    
    Price List Discount  3%
    
    1 Jan 2010 to
    
    8 December
    
    
    N/A
 48




---



##### 



Type of
    
    
    
    
    
    
    
    
    
    Date Contract
    
    Value ofContract
    
    Contract With
    
    Description of Contract
    
    Term
    
    Signed
    
    ContractAgreement
    
    Traders Pty Limited
    
    Settlement Discount  3%
    
    31 Dec 2010
    
    
    2009Quarterly Member Discount 3%Quarterly Admin Rebate  1%Trading terms  30 daysTrading Terms Agreement
    
    Mitre 10
    
    Supplier support rebate  2%
    
    1 January 2005 to new contract negotiated
    
    14 November 2005
    
    
    N/ABrand support rebate  1%Settlement discount  1% for 60 days1.5%
for 45 days2.5%
for 30 daysOff list discount  6%Trading Terms Agreement
    
    Magnet Mart Home Warehouse
    
    Admin rebate  2%
    
    1 July 2008 to new contract negotiated
    
    16 July 2008
    
    
    N/AAdvertising/Marketing rebate  3%Settlement terms rebate  3%Training levy  0.5%Store opening  12%Trading Terms Agreement
    
    Magnet Mart Home Warehouse
    
    Admin rebate  2%
    
    1 July 2010 to new contract negotiated
    
    28 June 2010
    
    
    N/AAdvertising/Marketing rebate  3%Settlement terms rebate  3%Training levy
 0.5%Store opening
 12.5%Long Term Incentive RebateLast year + 5%  1%Last year + 10%  2.0%Last year + 15%  2.5%Trading Terms Agreement
    
    Dahlsens
    
    Long term
incentive rebate  1% for $150,000 to $ 180,000
    
    To June 2010
    
    10 August 2009
    
    
    N/AAdvertising rebate  2%
 49




---



##### 



Type of
    
    
    
    
    
    
    
    
    
    Date Contract
    
    Value ofContract
    
    Contract With
    
    Description of Contract
    
    Term
    
    Signed
    
    ContractNew store rebate  5%Trading Terms Agreement
    
    Total Tools
    
    Store rebate  3%
    
    To June 2010
    
    24 September 2009
    
    
    N/AMarketing/Advertising rebate  3%Settlement terms
 4%Trading Terms Agreement
    
    Australian Industrial Suppliers (AIS)
    
    Group rebate  3%
    
    1 May 2010 to 30 June 2011
    
    6 April 2010
    
    
    N/AMember rebate  3%Volume rebate1st
level  $0 to $274,999  1%2nd
level  $0 to $299,999  2.0%3rd
level  $0 to $300,000+  3.0%Trading Terms Agreement
    
    Industrial Supply Group
    
    Marketing rebate  2%
    
    1 July 2010 to 30 June 2011
    
    In the process of being executed by both parties
    
    
    N/AGroup Long Term Incentive (LTI)1st
level  $0 to $75,000  1%2nd
level  $0 to $100,000  2%Trading Terms Agreement
    
    National Building Suppliers Group (Natbuild)
    
    Settlement discount  3%
    
    1 July 2010 to 30 June 2011
    
    In the process of being executed by both parties
    
    
    N/AAdministration
fee  1%Guaranteed
 1%Maintenance Support 
Agreement
    
    Professional Advantage
    
    Maintenance of the Companys ERP system
    
    1 January 2010 to 31 December 2010
    
    27 November 2009
    
    $
    16,800Service Contract
    
    Network Sales Force Pty Ltd
    
    Merchandising of all Bunnings stores and
selected Independent hardware stores
throughout NSW, ACT and Queensland
    
    1 January 2010 to 31 December 2010
    
    28 March 2010
    
    $17,500 per calendar month
 50




---



##### 



Type of
    
    
    
    
    
    
    
    
    
    Date Contract
    
    Value ofContract
    
    Contract With
    
    Description of Contract
    
    Term
    
    Signed
    
    ContractRental
    
    Icon Office Technology
    
    Provision of a Sharp Photocopier  Model MX350W
    
    9 Feb 2007 to 8 Feb 2012
    
    19 February 2007
    
    $310 per calendar monthManufacturing and
Supply Agreement
    
    Sunpower Machinery Co. Ltd
    
    For Sunpower to manufacture and supply products as requested by Westmix
    
    3 July 2009 to 2 July 2012
    
    3 July 2009
    
    
    N/A
 51




---



##### 



West Barrows Mix Pty Ltd
  AnnualAnnual
    
    Leave
    
    Sick Leave
    
    
    
    
    
    MotorContin-
    
    
    
    Annual
    
    
    
    
    
    Leave
    
    Loading
    
    Entitlement
    
    LSL
    
    Vehicle
    
    Petrol
    
    Mobileuous
    
    
    
    Salary
    
    Super-
    
    Entitlement
    
    Entitlement
    
    $
    
    Entitlement
    
    Provided $
    
    Card $
    
    Phone
    
    CommissionFirst name
    
    Surname
    
    Job Title
    
    Start date
    
    Service
    
    Location
    
    $
    

annuation
    
    $
    
    $
    
    *
    
    $
    
    *****
    
    ***
    
    ****
    
    **
    
    AwardManuel
    
    Chan Jnr.
    
    Factory Hand
    
    15-Jun-04
    
    Y
    
    NSW
    
    
    41,496
    
    
    
    9
    %
    
    
    6,241.04
    
    
    
    1,092.18
    
    
    
    4,255.88
    
    
    
    3,211
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN120633Grazla
    
    Ferrara
    
    Receptionist
    
    05-Jan-04
    
    Y
    
    NSW
    
    
    39,520
    
    
    
    9
    %
    
    
    266.08
    
    
    
    46.56
    
    
    
    157.34
    
    
    
    3,493
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN120664Smith
    
    Shelley
    
    Receptionist
    
    12-Apr-10
    
    Y
    
    NSW
    
    
    39,520
    
    
    
    9
    %
    
    
    116.92
    
    
    
    20.46
    
    
    
    58.46
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN120664Peter
    
    Gulisano
    
    State Manager
    
    24-Nov-03
    
    Y
    
    NSW
    
    
    61,358
    
    
    
    9
    %
    
    
    7,769.74
    
    
    
    1,359.70
    
    
    
    12,560.65
    
    
    
    5,604
    
    
    
    27,221.82
    
    
    
    3,691 .93
    
    
    X
    
    YHiep
    
    Luc
    
    Factory Supervisor
    
    05-Nov-01
    
    Y
    
    NSW
    
    
    66,196
    
    
    
    9
    %
    
    
    4,577.39
    
    
    
    801.04
    
    
    
    15,266.93
    
    
    
    9,959
    
    
    
    30,570.00
    
    
    
    530.73
    
    
    
    
    
    
    AN120633Moniruz
    
    Zaman MD.
    
    Factory Hand
    
    25-Sep-06
    
    Y
    
    NSW
    
    
    37,544
    
    
    
    9
    %
    
    
    4,726.77
    
    
    
    827.18
    
    
    
    1,924.48
    
    
    
    1,178
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN120633Shane
    
    McRostie
    
    State Manager
    
    19-Apr-04
    
    Y
    
    QLD
    
    
    67,130
    
    
    
    9
    %
    
    
    3,425.39
    
    
    
    734.99
    
    
    
    10,118.26
    
    
    
    5,450
    
    
    
    29,645.00
    
    
    
    5,546.85
    
    
    X
    
    YPatrick
    
    McRostie
    
    Assembler
    
    13-Feb-09
    
    Y
    
    QLD
    
    
    35,568
    
    
    
    9
    %
    
    
    491.38
    
    
    
    85.99
    
    
    
    1,324.43
    
    
    
    154
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN14031Sue
    
    McRostie
    
    Clerk
    
    22-May-08
    
    Y
    
    QLD
    
    
    36,477
    
    
    
    9
    %
    
    
    2,687.21
    
    
    
    470.26
    
    
    
    2,094.93
    
    
    
    368
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN14031Matthew
    
    Queary
    
    Assembler
    
    14-Jan-09
    
    Y
    
    QLD
    
    
    39,520
    
    
    
    9
    %
    
    
    1,168.31
    
    
    
    204.45
    
    
    
    1,684.66
    
    
    
    192
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN14031Jarrod
    
    Reilly
    
    Factory Hand
    
    17-Oct-02
    
    Y
    
    QLD
    
    
    34,580
    
    
    
    9
    %
    
    
    620.87
    
    
    
    108.65
    
    
    
    5,506.01
    
    
    
    4,207
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN14031Terry
    
    Simpson
    
    Factory Hand
    
    01-May-08
    
    Y
    
    QLD
    
    
    39,520
    
    
    
    9
    %
    
    
    746.93
    
    
    
    130.71
    
    
    
    1,688.46
    
    
    
    421
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN14031John
    
    Simpson
    
    Driver
    
    18-Aug-08
    
    Y
    
    QLD
    
    
    39,520
    
    
    
    9
    %
    
    
    661.70
    
    
    
    115.80
    
    
    
    2,031.85
    
    
    
    314
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN14031Paul
    
    Wilson
    
    Assembler
    
    29-Aug-08
    
    Y
    
    QLD
    
    
    39,520
    
    
    
    9
    %
    
    
    544.31
    
    
    
    95.25
    
    
    
    459.16
    
    
    
    304
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN14031Ian
    
    Hawkes
    
    State Manager
    
    01-Nov-05
    
    Y
    
    SA
    
    
    26,004
    
    
    
    9
    %
    
    
    3,704.81
    
    
    
    621.41
    
    
    
    2,436.58
    
    
    
    1,231Coral
    
    Hawkes
    
    Administration
    
    01-Nov-05
    
    Y
    
    SA
    
    
    26,004
    
    
    
    9
    %
    
    
    3,704.81
    
    
    
    621.41
    
    
    
    2,436.58
    
    
    
    1,231
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN150082David
    
    Hawkes
    
    Sales Representative
    
    11-Jan-06
    
    Y
    
    SA
    
    
    50,586
    
    
    
    9
    %
    
    
    3,386.98
    
    
    
    540.34
    
    
    
    6,362.67
    
    
    
    1,983
    
    
    
    26,130.00
    
    
    
    3,086.26
    
    
    XAllen
    
    Rivera
    
    Factory Hand
    
    01-Nov-05
    
    Y
    
    SA
    
    
    40,231
    
    
    
    9
    %
    
    
    2,502.25
    
    
    
    446.23
    
    
    
    245.34
    
    
    
    1,905
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN150082Phil
    
    Canlone
    
    Sales Representative
    
    15-Feb-10
    
    Y
    
    VIC
    
    
    70,148
    
    
    
    9
    %
    
    
    1,349.00
    
    
    
    236.08
    
    
    
    674.50
    
    
    
    18
    
    
    
    30,107.00
    
    
    
    7,157.91
    
    
    XLeigh
    
    Clark
    
    Factory Hand
    
    28-Jul-05
    
    Y
    
    VIC
    
    
    38,532
    
    
    
    9
    %
    
    
    8,088.31
    
    
    
    1,415.45
    
    
    
    4,342.500
    
    
    
    1,792
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AP789529Luigi
    
    Donato
    
    State Manager
    
    02-Apr-01
    
    Y
    
    VIC
    
    
    66,196
    
    
    
    9
    %
    
    
    3,842.01
    
    
    
    672.35
    
    
    
    22,844.76
    
    
    
    11,029
    
    
    
    33,180.00
    
    
    
    3,343.04
    
    
    X
 52




---



##### 



AnnualAnnual
    
    Leave
    
    Sick Leave
    
    
    
    
    
    MotorContin-
    
    
    
    Annual
    
    
    
    
    
    Leave
    
    Loading
    
    Entitlement
    
    LSL
    
    Vehicle
    
    Petrol
    
    Mobileuous
    
    
    
    Salary
    
    Super-
    
    Entitlement
    
    Entitlement
    
    $
    
    Entitlement
    
    Provided
    
    Card $
    
    Phone
    
    CommissionFirst name
    
    Surname
    
    Job Title
    
    Start date
    
    Service
    
    Location
    
    $
    
    annuation
    
    $
    
    $
    
    *
    
    $
    
    $
    
    ***
    
    ****
    
    **
    
    AwardMaria
    
    Donato
    
    Receptionist
    
    01-Aug-99
    
    Y
    
    VIC
    
    
    39,520
    
    
    
    9
    %
    
    
    2,395.55
    
    
    
    419.22
    
    
    
    10,818.38
    
    
    
    8,444
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AP796791Cameron
    
    Knight
    
    Sales Representative
    
    30-Sep-09
    
    Y
    
    VIC
    
    
    45,013
    
    
    
    9
    %
    
    
    2,564.13
    
    
    
    448.72
    
    
    
    991.36
    
    
    
    57
    
    
    
    31,074.37
    
    
    
    3,410.32
    
    
    XMeghan
    
    McShane
    
    Sales Representative
    
    19-Oct-09
    
    Y
    
    VIC
    
    
    35,015
    
    
    
    9
    %
    
    
    325.50
    
    
    
    56.96
    
    
    
    8.72
    
    
    
    38
    
    
    
    39,000.00
    
    
    
    3,519.85
    
    
    XJed
    
    Ong
    
    Driver
    
    01-Aug-06
    
    Y
    
    VIC
    
    
    36,220
    
    
    
    9
    %
    
    
    1,191.38
    
    
    
    208.49
    
    
    
    684.59
    
    
    
    1,058
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AP796791Patricia
    
    Bentink
    
    Receptionist
    
    27-Aug-07
    
    Y
    
    WA
    
    
    45,448
    
    
    
    9
    %
    
    
    790.68
    
    
    
    138.37
    
    
    
    191.79
    
    
    
    827
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206Andrew
    
    Brown
    
    Sales Manager
    
    17-Dec-98
    
    Y
    
    WA
    
    
    79,771
    
    
    
    9
    %
    
    
    1,211.23
    
    
    
    
    
    
    
    30,035.55
    
    
    
    18,017
    
    
    Yes - part of excluded assets
    
    
    2,329.22
    
    
    XVeasna
    
    Bun
    
    Factory Hand
    
    10-Oct-05
    
    Y
    
    WA
    
    
    47,424
    
    
    
    9
    %
    
    
    1,960.38
    
    
    
    343.07
    
    
    
    7,140.98
    
    
    
    2,301
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206Kon
    
    Chau
    
    Factory Hand
    
    13-Aug-07
    
    Y
    
    WA
    
    
    37,544
    
    
    
    9
    %
    
    
    3,198.29
    
    
    
    558.06
    
    
    
    1,893.72
    
    
    
    702
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206Michael
    
    Coffin
    
    Factory Hand
    
    16-Jun-09
    
    Y
    
    WA
    
    
    25,688
    
    
    
    9
    %
    
    
    1,647.01
    
    
    
    288.23
    
    
    
    625.93
    
    
    
    63
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206Richard
    
    Ho
    
    Purchasing/ Warehouse Manager
    
    28-Jan-93
    
    Y
    
    WA
    
    
    104,530
    
    
    
    9
    %
    
    
    9,200.30
    
    
    
    
    
    
    
    62,346.08
    
    
    
    35,672
    
    
    
    
    
    
    
    
    
    
    XBelinda-Lee
    
    Lacey
    
    Book keeper
    
    25-Oct-06
    
    Y
    
    WA
    
    
    61,216
    
    
    
    9
    %
    
    
    2,680.48
    
    
    
    469.08
    
    
    
    3,353.94
    
    
    
    1,841
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206Panha
    
    Lach
    
    Driver
    
    18-Jul-05
    
    Y
    
    WA
    
    
    45,448
    
    
    
    9
    %
    
    
    566.29
    
    
    
    99.10
    
    
    
    3,327.77
    
    
    
    2,414
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206Hleu
    
    Luc
    
    Factory Manager
    
    19-Apr-93
    
    Y
    
    WA
    
    
    67,579
    
    
    
    9
    %
    
    
    9,516.02
    
    
    
    1,665.30
    
    
    
    10,289.86
    
    
    
    22,768
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206Tum
    
    Mln
    
    Factory Hand
    
    12-Jan-04
    
    Y
    
    WA
    
    
    49,400
    
    
    
    9
    %
    
    
    10,836.06
    
    
    
    1,896.31
    
    
    
    6,635.53
    
    
    
    3,994
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206Jayson
    
    Moreton
    
    Assembler
    
    16-Jun-09
    
    Y
    
    WA
    
    
    29,640
    
    
    
    9
    %
    
    
    1,415.77
    
    
    
    247.76
    
    
    
    151.39
    
    
    
    73
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206Tony
    
    Nguyen
    
    Welder
    
    09-May-05
    
    Y
    
    WA
    
    
    48,017
    
    
    
    9
    %
    
    
    3,212.89
    
    
    
    562.26
    
    
    
    4,778.6
    
    
    
    2,742
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206Freeman
    
    Parsons
    
    Sales Representative
    
    26-Nov-96
    
    Y
    
    WA
    
    
    72,737
    
    
    
    9
    %
    
    
    7,149.41
    
    
    
    1,251.15
    
    
    
    11,584.01
    
    
    
    17,468
    
    
    
    35,240.00
    
    
    
    7,681.37
    
    
    XJon-Mark
    
    Plummer
    
    Factory Hand
    
    15-Jan-10
    
    Y
    
    WA
    
    
    33,592
    
    
    
    9
    %
    
    
    1,161.49
    
    
    
    203.26
    
    
    
    417.55
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206Chan
    
    Son
    
    Factory Hand
    
    09-Aug-99
    
    Y
    
    WA
    
    
    48,412
    
    
    
    9
    %
    
    
    5,057.01
    
    
    
    884.98
    
    
    
    4,108.75
    
    
    
    10,323
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206Morale
    
    Tep
    
    Factory Hand
    
    22-Oct-09
    
    Y
    
    WA
    
    
    28,652
    
    
    
    9
    %
    
    
    930.23
    
    
    
    162.79
    
    
    
    520.22
    
    
    
    31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206Justin
    
    Vincent
    
    Sales Representative
    
    18-Aug-03
    
    Y
    
    WA
    
    
    49,400
    
    
    
    9
    %
    
    
    1,906.14
    
    
    
    333.57
    
    
    
    11,053.07
    
    
    
    4,568
    
    
    
    32,016.00
    
    
    
    4,648.47Sokna
    
    Vong
    
    Powder Coaler
    
    09-May-05
    
    Y
    
    WA
    
    
    45,448
    
    
    
    9
    %
    
    
    1,385.63
    
    
    
    242.48
    
    
    
    1,498.04
    
    
    
    2,595
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206Coffin
    
    Te
    
    Factory Hand
    
    28-May-10
    
    Y
    
    WA
    
    
    25,655
    
    
    
    9
    %Chen
    
    Xi Hui
    
    Machine Operator
    
    26-Oct-05
    
    Y
    
    WA
    
    
    31,102
    
    
    
    9
    %
    
    
    6,437.67
    
    
    
    1,126.59
    
    
    
    3,850.01
    
    
    
    1,482
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AN160206
 
 *
    
    Although this leave accumulates over their term of service there is no obligation on the
company to pay out any unused entitlement on termination 53




---



##### 



**
    
    A commission structure has been introduced recently for the benefit of two employees (Peter
Gulisano and Shane McRostle) in respect of non-Bunnings related sales (independents). For the
avoidance of doubt, this does not Include sales to Bunnings or sales made by Network Sales.
Commissions are paid quarterly and calculated based on 3% of the incremental sales for the quarter,
relative to the same quarter for the prior year. The amount paid at the end of March 2010 (in
respect of the January to March 2010 quarter) was $3,076.39 and $5,466.31 for Peter Gulisano and
Shane McRostle respectively. The payment at the end of June 2010 (in respect of the April to June
2010 quarter) is estimated at $3,800.00 and $3,400.00 for Peter Gulisano and Shane McRostle
respectively.***
    
    This value represents the YTD 31 May 2010 expenditure.****
    
    The Company has a Business Cap $799 plan in place. This costs the Company $799 per month and
entitles the Company to 6,000 minutes per month and 1,100 sms. Any minutes or sms in excess of the
above limits are billed direct to the Company.*****
    
    This represents the cost price of the Motor Vehicle provided (as per Schedule 5). 54




---



##### 



HoursFirst Name
    
    Last Name
    
    Title
    
    Start Date
    
    per Week
    
    Location
    
    Hourly Rate $
    
    Superannuation
    
    AwardMohammed Faquruddin
    
    Ahmed
    
    Factory Hand
    
    09-Aug-04
    
    38
    
    NSW
    
    
    19.0000
    
    
    
    9
    %
    
    
    AN120633Saiful
    
    Alam
    
    Factory Hand
    
    27-Jul-05
    
    38
    
    NSW
    
    
    18.1900
    
    
    
    9
    %
    
    
    AN120633Nawab Shabbir
    
    Ali
    
    Assembler
    
    02-Sep-09
    
    38
    
    NSW
    
    
    18.1900
    
    
    
    9
    %
    
    
    AN120633Marko
    
    Knesevic
    
    Driver
    
    22-Feb-10
    
    38
    
    NSW
    
    
    20.0000
    
    
    
    9
    %
    
    
    AN120606Kelner
    
    Yaban
    
    Driver
    
    11-Sep-09
    
    38
    
    NSW
    
    
    19.3300
    
    
    
    9
    %
    
    
    AN120606Justin
    
    Carter
    
    Assembler
    
    20-Oct-08
    
    38
    
    NSW
    
    
    19.3300
    
    
    
    9
    %
    
    
    AN120633Nicholas
    
    Bentley
    
    Driver
    
    06-Jan-10
    
    38
    
    QLD
    
    
    18.9474
    
    
    
    9
    %
    
    
    AN14031Charles
    
    Ashman
    
    Factory Hand
    
    19-May-09
    
    38
    
    SA
    
    
    17.7200
    
    
    
    9
    %
    
    
    AN150082Ben
    
    Ryan
    
    Factory Hand
    
    27-Aug-07
    
    38
    
    SA
    
    
    18.0000
    
    
    
    9
    %
    
    
    AN150082Natanael
    
    Colon
    
    Factory Hand
    
    27-May-10
    
    38
    
    SA
    
    
    17.8000
    
    
    
    9
    %
    
    
    AN150082Matthew
    
    Batt
    
    Assembler
    
    27-Oct-08
    
    38
    
    VIC
    
    
    18.7500
    
    
    
    9
    %
    
    
    AP789529James
    
    Cole
    
    Assembler
    
    02-Sep-09
    
    38
    
    VIC
    
    
    18.7500
    
    
    
    9
    %
    
    
    AP789529Michael
    
    Oates
    
    Assembler
    
    10-Mar-10
    
    38
    
    VIC
    
    
    15.2200
    
    
    
    9
    %
    
    
    AP789529David
    
    Smith
    
    Assembler
    
    27-Aug-09
    
    38
    
    VIC
    
    
    19.0400
    
    
    
    9
    %
    
    
    AP789529Troy
    
    Patton
    
    Assembler
    
    22-Apr-10
    
    38
    
    VIC
    
    
    15.2200
    
    
    
    9
    %
    
    
    AP789529Dennis
    
    Cubian
    
    Assembler
    
    07-Jun-10
    
    38
    
    VIC
    
    
    17.4500
    
    
    
    9
    %
    
    
    AP789529Jasmin
    
    Judd
    
    Receptionist
    
    07-Jun-10
    
    38
    
    VIC
    
    
    20.000
    
    
    
    9
    %
    
    
    AP789529Kirsty
    
    Hadfield
    
    Administration Assistant
    
    17-May-10
    
    38
    
    WA
    
    
    20.000
    
    
    
    9
    %
    
    
    AN160206Nikola
    
    Cotic
    
    Factory Hand
    
    25-Mar-08
    
    38
    
    WA
    
    
    15.3000
    
    
    
    9
    %
    
    
    AN160206Senka
    
    Cotic
    
    Assembler
    
    08-Oct-07
    
    19
    
    WA
    
    
    14.5000
    
    
    
    9
    %
    
    
    AN160206
 55




---



##### 



Option toProperty
    
    Size of Property
    
    Lessor
    
    Term
    
    Extend
    
    Annual Rent4 Diligent Drive,
    
    Approx
1,200m2
    
    Willem Bartus Josef Slot &
    
    2 years
    
    Yes
    
    $80,160 perBayswater
    
    
    
    Hanna Slot
    
    - commencing 1 Jul 2008
    
    2 years
    
    original leaseVictoria
    
    
    
    
    
    - Concluding 30 Jun 2010
    
    
    
    $6,920 pcmExtension agreed until 31 January 2011
    
    
    
    plus GST for extension12-14 Mcllwraith Street,
    

2,235m2
    
    Marwon Pty Ltd
    
    5 years
    
    Yes
    
    $220,200Wetherill Park
    
    
    
    
    
    - commencing 1 May 2010
    
    5 yearsNew South Wales
    
    
    
    
    
    - Concluding 30 Apr 201593-107 Francis Road,
    

1,224m2
    
    Dominus Construere Pty Ltd
    
    3 years
    
    Yes
    
    $64,400Wingfield
    
    
    
    
    
    - commencing 1 Nov 2008
    
    3 YearsSouth Australia
    
    
    
    
    
    - Concluding 31 Oct 2011Unit 67
    

1,596m2
    
    AMP Capital Investors
    
    3 years
    
    No
    
    $165,57357 Balham Road
    
    
    
    Limited
    
    - commencing 1 Jan 2008Archerfield
    
    
    
    
    
    - Concluding 31 Dec 2010Queensland638 Casella Place
    
    Approx
2,500m2
    
    Michelangelo Cantone and
    
    5 years
    
    Yes
    
    $170,000Kewdale
    
    
    
    Jewell Cantone
    
    - commencing 1 May 2010
    
    5 yearsWestern Australia
    
    
    
    
    
    - Concluding 30 Apr 2015
 56




---



##### 



57




---



##### 



WDV as atLocation
    
    Purchase
    
    
    
    
    
    31 March
    
    Asset AssignedDescription of Asset
    
    of Asset
    
    Date
    
    Cost Price
    
    2010
    
    to:Plant & machineryOpening Balance in Ledger *
    
    WA
    
    1/07/2003
    
    $
    246,858.00
    
    
    $
    61,033.76
    
    
    N/ARed Australia Forklift
    
    WA
    
    1/07/2003
    
    $
    10,909.09
    
    
    $
    4,063.67
    
    
    N/ASaw
    
    WA
    
    16/07/2004
    
    $
    454.00
    
    
    $
    60.25
    
    
    N/ARacking
    
    WA
    
    23/08/2004
    
    $
    6,300.00
    
    
    $
    4,074.60
    
    
    N/ARacking
    
    WA
    
    28/10/2004
    
    $
    1,510.00
    
    
    $
    990.76
    
    
    N/AForklift
 Komatsu
    
    QLD
    
    30/04/2005
    
    $
    25,500.00
    
    
    $
    12,445.04
    
    
    N/AForklift
    
    NSW
    
    23/05/2005
    
    $
    29,650.00
    
    
    $
    14,597.65
    
    
    N/ALockers
    
    WA
    
    8/07/2005
    
    $
    200.00
    
    
    $
    93.01
    
    
    N/ASaw
    
    WA
    
    5/09/2005
    
    $
    710.00
    
    
    $
    142.51
    
    
    N/ACleveland Gear Hobbing
    
    WA
    
    25/10/2005
    
    $
    3,000.00
    
    
    $
    1,128.18
    
    
    N/APacific Milling & Tooling
    
    WA
    
    25/10/2005
    
    $
    5,000.00
    
    
    $
    1,880.30
    
    
    N/AEquipment (South Australia)
    
    SA
    
    11/11/2005
    
    $
    909.09
    
    
    $
    345.56
    
    
    N/AForklift
 Komatsu
    
    SA
    
    15/11/2005
    
    $
    25,500.00
    
    
    $
    13,495.53
    
    
    N/ASpray Cabin
    
    WA
    
    9/03/2006
    
    $
    54,741.00
    
    
    $
    19,705.49
    
    
    N/AAirconditioners in Factory
    
    WA
    
    28/03/2006
    
    $
    2,036.30
    
    
    $
    499.48
    
    
    N/ASweeper
    
    WA
    
    25/10/2006
    
    $
    3,800.00
    
    
    $
    1,148.74
    
    
    N/AWater Chiller
    
    WA
    
    26/02/2007
    
    $
    9,000.00
    
    
    $
    1,959.80
    
    
    N/AForklift
    
    WA
    
    21/11/2007
    
    $
    12,000.00
    
    
    $
    7,541.65
    
    
    N/ALawnmower
    
    WA
    
    11/12/2007
    
    $
    1,001.73
    
    
    $
    0.00
    
    
    N/ARacking (QLD)
    
    QLD
    
    11/03/2008
    
    $
    3,152.20
    
    
    $
    2,544.40
    
    
    N/ARacking (QLD)
    
    QLD
    
    15/04/2008
    
    $
    1,200.00
    
    
    $
    978.20
    
    
    N/ARacking (QLD)
    
    QLD
    
    30/04/2008
    
    $
    3,580.50
    
    
    $
    2,930.95
    
    
    N/ABoxed Beams and Palleting (QLD)
    
    QLD
    
    1/05/2008
    
    $
    2,156.46
    
    
    $
    846.16
    
    
    N/ABattery for Forklift
    
    WA
    
    2/05/2008
    
    $
    2,000.00
    
    
    $
    1,122.76
    
    
    N/ARacking (QLD)
    
    QLD
    
    31/05/2008
    
    $
    15,068.32
    
    
    $
    12,441.27
    
    
    N/ANew Lathe and Milling Machine
    
    WA
    
    1/06/2008
    
    $
    69,975.00
    
    
    $
    46,826.89
    
    
    N/ASundry Equipment
    
    WA
    
    4/06/2008
    
    $
    3,961.00
    
    
    $
    2,279.65
    
    
    N/AMunro Tele Set
    
    WA
    
    28/06/2008
    
    $
    17,500.00
    
    
    $
    10,251.67
    
    
    N/A
 58




---



##### 



WDV as atLocation
    
    Purchase
    
    
    
    
    
    31 March
    
    Asset AssignedDescription of Asset
    
    of Asset
    
    Date
    
    Cost Price
    
    2010
    
    to:Plant & machinery (contd)Sundry Equipment
    
    WA
    
    18/09/2008
    
    $
    229.83
    
    
    $
    145.58
    
    
    N/AWorm Gear
    
    WA
    
    27/10/2008
    
    $
    2,000.00
    
    
    $
    1,312.44
    
    
    N/ABronze Gear
    
    WA
    
    7/11/2008
    
    $
    6,000.00
    
    
    $
    3,975.89
    
    
    N/ABurner
    
    WA
    
    12/02/2009
    
    $
    5,817.00
    
    
    $
    4,279.58
    
    
    N/AMaterial for Lathe
    
    WA
    
    3/04/2009
    
    $
    3,641.74
    
    
    $
    2,946.22
    
    
    N/ABore Pump
    
    WA
    
    16/04/2009
    
    $
    5,311.00
    
    
    $
    4,015.99
    
    
    N/AAir Filters
    
    WA
    
    21/05/2009
    
    $
    14.40
    
    
    $
    2.81
    
    
    N/AForklift Truck
    
    WA
    
    30/06/2009
    
    $
    12,000.00
    
    
    $
    10,363.64
    
    
    N/ALabour on machine
    
    WA
    
    15/07/2009
    
    $
    215.00
    
    
    $
    176.34
    
    
    N/ARattle Gun Glenfords Tools
    
    WA
    
    31/08/2009
    
    $
    453.64
    
    
    $
    387.74
    
    
    N/ACordless Rattle Gun
    
    WA
    
    7/09/2009
    
    $
    339.82
    
    
    $
    293.89
    
    
    N/APallets for factory
    
    WA
    
    17/09/2009
    
    $
    300.00
    
    
    $
    260.82
    
    
    N/AStratco Angle Grinder
    
    WA
    
    29/10/2009
    
    $
    103.40
    
    
    $
    92.60
    
    
    N/ARacking for QLD
    
    QLD
    
    11/12/2009
    
    $
    5,369.00
    
    
    $
    5,221.17
    
    
    N/AFrames & racking for QLD
    
    QLD
    
    29/01/2010
    
    $
    3,818.38
    
    
    $
    3,754.78
    
    
    N/ATools for the factory
    
    WA
    
    5/02/2010
    
    $
    700.19
    
    
    $
    672.37
    
    
    N/ATools for the factory
    
    WA
    
    12/03/2010
    
    $
    2,784.00
    
    
    $
    2,784.00
    
    
    N/ASub-total
    
    
    
    
    
    $
    606,770.09
    
    
    $
    266,113.79Office equipmentOpening Balance in Ledger **
    
    WA
    
    1/07/2003
    
    $
    36,201.27
    
    
    $
    8,950.49
    
    
    N/A2 Samsung Printers (VIC/NSW)
    
    VIC
    
    13/03/2004
    
    $
    2,354.55
    
    
    $
    279.21
    
    
    N/AOnsite Training/Project Management
    
    WA
    
    15/03/2004
    
    $
    6,615.00
    
    
    $
    1,734.44
    
    
    N/AOnsite Training/Project Management
    
    WA
    
    15/03/2004
    
    $
    5,400.00
    
    
    $
    1,415.87
    
    
    N/ASystem 77 Software
    
    WA
    
    31/05/2004
    
    $
    61,520.00
    
    
    $
    16,853.37
    
    
    N/A2 Samsung Printers (WA)
    
    WA
    
    1/06/2004
    
    $
    2,090.91
    
    
    $
    265.86
    
    
    N/APaypac Implementation
    
    WA
    
    28/06/2004
    
    $
    5,681.82
    
    
    $
    1,580.81
    
    
    N/AOffice Furniture
    
    WA
    
    29/06/2004
    
    $
    454.55
    
    
    $
    178.92
    
    
    N/ATime Clock (Seiko  QS100)
    
    WA
    
    1/07/2004
    
    $
    450.00
    
    
    $
    58.68
    
    
    N/AComputer (Richard)
    
    WA
    
    15/09/2004
    
    $
    2,286.36
    
    
    $
    176.56
    
    
    N/AEquipment (Telephone System)
    
    WA
    
    22/09/2004
    
    $
    18,950.42
    
    
    $
    5,581.90
    
    
    N/AAirconditioner
    
    WA
    
    20/10/2004
    
    $
    1,004.55
    
    
    $
    148.05
    
    
    N/AFitting Airconditioner
    
    WA
    
    29/10/2004
    
    $
    681.82
    
    
    $
    101.43
    
    
    N/A
 59




---



##### 



WDV as atLocation
    
    Purchase
    
    
    
    
    
    31 March
    
    Asset AssignedDescription of Asset
    
    of Asset
    
    Date
    
    Cost Price
    
    2010
    
    to:Office equipment (contd)Laptop (Richard)
    
    WA
    
    7/11/2005
    
    $
    1,700.00
    
    
    $
    90.06
    
    
    N/AFurniture (SA)
    
    SA
    
    11/11/2005
    
    $
    727.27
    
    
    $
    358.76
    
    
    N/APhotocopier (NSW)
    
    NSW
    
    18/01/2006
    
    $
    1,809.09
    
    
    $
    416.47
    
    
    N/ACarpet (Victoria)
    
    VIC
    
    10/04/2006
    
    $
    1,500.00
    
    
    $
    662.65
    
    
    N/ACoffee Machine
    
    WA
    
    31/10/2006
    
    $
    3,300.00
    
    
    $
    611.06
    
    
    N/AKyocera Printer
    
    WA
    
    22/03/2007
    
    $
    1,373.40
    
    
    $
    308.17
    
    
    N/AKyocera Printer
    
    WA
    
    15/06/2007
    
    $
    1,065.00
    
    
    $
    263.97
    
    
    N/AOffice Furniture
    
    WA
    
    27/04/2008
    
    $
    54.44
    
    
    $
    35.72
    
    
    N/AFridge
    
    WA
    
    27/04/2008
    
    $
    318.18
    
    
    $
    149.79
    
    
    N/AOffice Furniture
    
    WA
    
    27/04/2008
    
    $
    180.11
    
    
    $
    118.18
    
    
    N/AOffice Furniture
    
    WA
    
    27/04/2008
    
    $
    590.91
    
    
    $
    387.73
    
    
    N/AOffice Furniture
    
    WA
    
    27/04/2008
    
    $
    948.57
    
    
    $
    622.41
    
    
    N/AHP Printer
    
    WA
    
    2/10/2008
    
    $
    1,226.36
    
    
    $
    603.51
    
    
    N/AComputer (Belinda)
    
    WA
    
    17/11/2008
    
    $
    771.82
    
    
    $
    333.71
    
    
    N/AComputer (SA)
    
    SA
    
    21/05/2009
    
    $
    1,227.27
    
    
    $
    725.01
    
    
    N/APrinter (SA)
    
    SA
    
    28/05/2009
    
    $
    561.90
    
    
    $
    379.11
    
    
    N/AImpressa coffee machine (M Cantone)
    
    WA
    
    30/09/2009
    
    $
    3,421.82
    
    
    $
    2,739.33
    
    
    N/APanasonic television
    
    WA
    
    24/10/2009
    
    $
    1,468.18
    
    
    $
    1,217.78
    
    
    N/AComputer (Shaun)
    
    WA
    
    3/11/2009
    
    $
    248.18
    
    
    $
    201.75
    
    
    N/ADeposit for new airconditioners at Kewdale Admin
office
    
    WA
    
    13/01/2010
    
    $
    509.09
    
    
    $
    490.34
    
    
    N/ANew airconditioners at Kewdale Admin office
    
    WA
    
    25/01/2010
    
    $
    4,581.82
    
    
    $
    4,425.16
    
    
    N/AChair for the Office
    
    WA
    
    17/03/2010
    
    $
    63.64
    
    
    $
    63.64
    
    
    N/ASub-total
    
    
    
    
    
    $
    171,338.30
    
    
    $
    52,529.90Motor vehiclesMitsubishi Canter Truck (1BHZ615)
    
    WA
    
    1/12/1999
    
    $
    38,000.00
    
    
    $
    9,602.18
    
    
    WA FactoryMitsubishi Canter Truck (1BHZ617)
    
    WA
    
    1/12/1999
    
    $
    38,000.00
    
    
    $
    9,602.18
    
    
    WA FactoryMitsubishi Canter Truck (PWS949)
    
    VIC
    
    6/12/1999
    
    $
    38,000.00
    
    
    $
    9,619.91
    
    
    Victoria FactoryHonda Accord (1AGN076)
    
    VIC
    
    30/03/2000
    
    $
    39,000.00
    
    
    $
    4,927.56
    
    
    Meghan McShaneHolden Rodeo Ute 2003 (1BLD889)
    
    WA
    
    18/08/2003
    
    $
    29,106.00
    
    
    $
    12,060.41
    
    
    WA Factory
 60




---



##### 



WDV as atLocation
    
    Purchase
    
    
    
    
    
    31 March
    
    Asset AssignedDescription of Asset
    
    of Asset
    
    Date
    
    Cost Price
    
    2010
    
    to:Motor vehicles (contd)Mitsubisho Canter 2003 (YXX209)
    
    NSW
    
    23/09/2003
    
    $
    48,500.00
    
    
    $
    20,374.48
    
    
    NSW FactoryFord Falcon BA XL Ute (XIJ763)
    
    SA
    
    25/02/2004
    
    $
    26,130.00
    
    
    $
    11,621.74
    
    
    David HawkesFord Falcon BA XL Ute (SUH299)
    
    VIC
    
    27/02/2004
    
    $
    26,086.00
    
    
    $
    11,610.48
    
    
    Victoria FactoryVY Commodore Series (SUY855)
    
    VIC
    
    23/04/2004
    
    $
    33,180.00
    
    
    $
    9,743.93
    
    
    Luigi DonatoFord Falcon BA XL Ute (ZIQ846)
    
    NSW
    
    30/06/2004
    
    $
    30,570.00
    
    
    $
    14,209.66
    
    
    Hiep LucMitsubishi Canter (1BUO846)
    
    WA
    
    26/11/2004
    
    $
    46,665.00
    
    
    $
    22,955.95
    
    
    WA FactoryKomatsu Forklift
    
    WA
    
    1/04/2005
    
    $
    28,050.00
    
    
    $
    13,537.77
    
    
    WA FactoryKomatsu Forklift (SA)
    
    SA
    
    9/10/2005
    
    $
    25,500.00
    
    
    $
    13,291.70
    
    
    SA FactoryMitsubishi Fuso (1CLC635)
    
    WA
    
    18/12/2006
    
    $
    42,500.00
    
    
    $
    23,536.99
    
    
    WA FactoryMitsubishi Fuso (ULO848)
    
    VIC
    
    18/12/2006
    
    $
    42,300.00
    
    
    $
    23,426.23
    
    
    Victoria FactoryMitsubishi Fuso (A098KT)
    
    NSW
    
    6/03/2007
    
    $
    42,737.00
    
    
    $
    24,593.15
    
    
    NSW FactoryMitsubishi Fuso (UUY018K)
    
    VIC
    
    26/06/2007
    
    $
    42,986.00
    
    
    $
    26,072.26
    
    
    Victoria FactoryHolden Rodeo Ute 2007 (1CRW421)
    
    WA
    
    29/02/2008
    
    $
    35,240.00
    
    
    $
    24,264.38
    
    
    Freeman ParsonsHolden Commodore Ute (100KVU)
    
    QLD
    
    13/05/2008
    
    $
    29,645.00
    
    
    $
    17,471.01
    
    
    Shane McRostieMitsubishi Canter (959KYE) & Trailer (074QPH)
    
    QLD
    
    19/05/2008
    
    $
    58,273.00
    
    
    $
    41,675.84
    
    
    QLD FactoryHolden Rodeo Ute 2007 (1CVE528)
    
    WA
    
    7/07/2008
    
    $
    32,016.00
    
    
    $
    23,434.54
    
    
    Justin VincentMitsubishi Canter (724LAS)
    
    QLD
    
    29/07/2008
    
    $
    44,955.64
    
    
    $
    34,136.33
    
    
    QLD FactoryMitsubishi Canter FE84PE (422LDC)
    
    QLD
    
    1/10/2008
    
    $
    43,500.00
    
    
    $
    33,335.10
    
    
    QLD FactoryMitsubishi Triton (BC30MT)
    
    NSW
    
    31/07/2009
    
    $
    27,221.82
    
    
    $
    24,202.45
    
    
    Peter GulisanoFord Falcon Ute (XDX108)
    
    VIC
    
    31/08/2009
    
    $
    31,074.37
    
    
    $
    28,064.84
    
    
    Cameron KnightMazda B3000 B30N (XOV672)
    
    VIC
    
    19/03/2010
    
    $
    30,107.00
    
    
    $
    30,107.00
    
    
    Phil CantoneSub-total
    
    
    
    
    
    $
    949,342.83
    
    
    $
    517,478.08Kelso Tooling ****
    
    China
    
    
    
    $
    300,000.00
    
    
    $
    300,000.00
    
    
    N/ATotals
    
    
    
    
    
    $
    2,027,451.22
    
    
    $
    1,136,121.76
 
 *
    
    The items that make up this opening balance cannot be determined by reference to
any existing workpapers, however the following items (which have not been recorded in the
fixed asset register of the Company and were identified as part of a physical review of the
Kewdale premises) should be considered as part of this balance: 61




---



##### 




    
    Press  Jengjih Machine Industrial Co. Ltd  Model JPG-20
    
    Press  E.E. Bliss Co. Brooklyn N.Y.
    
    Lathe  Pacific FV-2
    
    Rotational Molding Equipment
    
    Microcut Drill  Buffalo Machinery
    
    Gear cutter
    
    Lathe  Dean Smith Grace  Type 77
    
    Drill & Cutter  Hafco Metal Master  Hare & Forbes
    
    Horizontal Electric Band Saw  Model H250A & H250M
    
    Press  Jengjih Machine Industrial Co. Ltd  Model ACP-40
    
    Pipe & Flat Bar Cutter and hole punch  VCIMV  Made in Italy
    
    Chiller  Champion Compressed Air & Cooling Machine
    
    Press  Jengjih Machine Industrial Co. Ltd  Model DHP150
    
    Press  Jengjih Machine Industrial Co. Ltd  Model DHP400
    
    Mixer Bowl Press  Lienshen  Model Type: Edge Rolling Machine
    
    Guillotine  John Heine & Son  Model No. 55c
    
    Guillotine  John Heine & Son  Model No. 36BP
    
    Tower Hydraulic Press  Type 4-240142GMAE
    
    Lathe  Chen Yeh Iron Works Co. Ltd  Model CY-450G
    
    Chopper  WG Goetz & Sons Ltd, Melbourne
 
 **
    
    The items that make up this opening balance cannot be determined by reference to any
existing workpapers and the Vendor is unable to provide any further detail. On the basis
that the written down value of this amount is $8,950.49 as at 31 March 2010, the Vendor
would propose that this issue be dealt with by the Purchaser undertaking a review and
valuation of fixed assets located at all sites (to be undertaken as part of the Completion
process).It should be noted that additional items identified as part of the completion process
(i.e. such as tooling and fittings) may be included by way of a separate listing or
schedule (as agreed between the parties).The only Westmix tooling held in China is for the WA45SPOLY barrow (poly tray moulding).
The original cost of the tooling approximately 10 years ago was USD $8,000. Since then,
several repairs and upgrades have been made by the supplier in China. The written down
value of this tooling is not material.****
    
    The following table details the tooling and fittings that were purchased as part of
the Kelso purchase and are located at Qingdao Huatian Hand Truck Co. Ltd, Yinzhu
Industrial Zone, Jiaonan City, Qingdao, Shandong, 266431: Kit
    
    Description
    
    P/No.
    
    DescriptionMW10291
    
    Handle  38 x 25MW10411
    
    Leg Flat  RightMW10430
    
    Wear Pad  FlatMW10410
    
    Leg Brace  Flat 220MW10409
    
    Leg Brace  Flat 420MW10408
    
    Leg Brace  Flat 350MW10541
    
    Leg  25MW10564
    
    Leg Brace 25  451MW10542
    
    Wear Pad  25MW10526
    
    Handle   40 x 40MW10530
    
    Nose Piece TubularMW10544
    
    Leg Brace  25  455MW10550
    
    Axle Clamp  20MW10554
    
    Handle Frame  Dia 25MW 10556
    
    Leg  25  NarrowMW10557
    
    Leg Brace  25  365MW10406
    
    Tray Brace FlatRW10822
    
    Label  Kelso BlackRW10823
    
    Label  Kelso IXL BlackRW10627
    
    Label  JBS
 62




---



##### 



Kit
    
    Description
    
    P/No.
    
    DescriptionMW10411
    
    Leg Flat  RightMW10555
    
    Poly Tray  Narrow Utility rotational mouldedMW10553
    
    PolyTray  Utility rotational mouldedFW80042
    
    Folded TrayHW1111
    
    Tipping Guard Assembly
    
    MW10063
    
    Lifting EyeMW10203
    
    Tipping GuardHW1371
    
    Wheel Assembly  Poly 4 x 8
Bearing
    
    MW10428
    
    Polyrim 4.00 x 8.00RW10771
    
    Ball Bearing  50.8 x 25.4RW10015
    
    Type/Tube 4.00 x 8.00 Block Pattern TreadHW1375
    
    Wheel Assembly 16 x 6.5 x 8.00
    
    MW10431
    
    Polyrim 16 x 6.5 x 8.0  Bearing (RED)RW10258
    
    Tyre/Tube 16 x 6.5 x 8.0 PNEU BlockRW10771
    
    Ball Bearing  50.8 x 25.4HW1378
    
    Leg Frame  32
    
    MW10534
    
    Leg  32MW10535
    
    Leg Brace  32-464MW10536
    
    Leg Brace  32-378MW10547
    
    Wear Pad  32HW1326
    
    Leg Frame 32  NARROW
    
    MW10364
    
    Leg  32  NARROWMW10372
    
    Leg Brace 32-338MW10547
    
    Wear Pad  32MW10536
    
    Leg Brace 32-378MW10371
    
    Handle Frame  032MW1090
    
    Axle ClampMW10331
    
    Base BoardMW10350
    
    WedgeMW10368
    
    Axle Spacer  steelMW10405
    
    Tray StrapMW10204
    
    Tray Brace  LongMW10489
    
    PVC HandgripMW10524
    
    Handle 57 x 35MW10404
    
    Tubular Tray SupportMW10552
    
    PLASTIC SPACERMW10129
    
    Invisibolt bracketRW10821
    
    Label  Kelso WhitePOS labels (7 of)FW80041
    
    Narrabarra Tray (double cavity)FW80039
    
    Wide Poly Tray (double cavity)Wheelbarrows
 Kit
    
    Description
    
    P/No.
    
    Description
    
    QtyNarrabarra
    
    
    
    FW80041
    
    Tray Roto Mould
    
    1Master Builders Poly
    
    
    
    FW80039
    
    Tray Roto Mould
    
    4
 63




---



##### 



Item
    
    State
    
    Assigned to:
    
    Lessor
    
    Term
    
    Payments
    
    Residual ValueQuantum FM-VM Centre &
Ajax FEL 1740ENC Lathe
    
    WA
    
    WA Factory
    
    Westpac Banking Corporation
ABN 33 007 457 141
    
    36 months
- commencing May 2008
- concluding April 2011
    
    $2,445.28 per month
Total payments
$88,030.08
    
    $
    0.00Ford Falcon  XDX108
    
    VIC
    
    Cameron Knight
    
    Westpac Banking
Corporation ABN 33 007 457
141
    
    36 months
- commencing July 2009
- concluding June 2012
    
    $970.64 per month 
Total payments
$34,943.04
    
    $
    0.00Mitsubishi Triton  BC30MT
    
    VIC
    
    Peter Gulisano
    
    Westpac Banking Corporation
ABN 33 007 457 141
    
    36 months
- commencing August 2009
- concluding July 2012
    
    $991.98 per month 
Total payments
$35,711.28
    
    $
    0.00Mitsubishi Canter  422LDC
    
    QLD
    
    QLD Factory
    
    Westpac Banking Corporation
ABN 33 007 457 141
    
    36 months
- commencing October 2008
- concluding September 2011
    
    $1,601.47 per month 
Total payments
$57,652.92
    
    $
    0.00Mitsubishi Canter  724LAS
    
    QLD
    
    QLD Factory
    
    Westpac Banking Corporation
ABN 33 007 457 141
    
    36 months
- commencing July 2008
- concluding June 2011
    
    $1,671.06 per month 
Total payments
$60,158.16
    
    $
    0.00Mitsubishi Canter & Custom
Trailer  959KYE & 074QPH
    
    QLD
    
    QLD Factory
    
    Westpac Banking Corporation
ABN 33 007 457 141
    
    36 months
- commencing May 2008
- concluding April 2011
    
    $2,132.19 per month 
Total payments
$76,758.84
    
    $
    0.00Holden Rodeo  1CVE528
    
    WA
    
    Justin Vincent
    
    Westpac Banking Corporation
ABN 33 007 457 141
    
    36 months
- commencing July 2008
- concluding June 2011
    
    $991.78 per month 
Total payments
$35,704.08
    
    $
    0.00
 64




---



##### 



Item
    
    State
    
    Assigned to:
    
    Lessor
    
    Term
    
    Payments
    
    Residual ValueHolden Crewman  100KVU
    
    QLD
    
    Shane McRostie
    
    Westpac Banking Corporation
ABN 33 007 457 141
    
    36 months
- commencing May 2008
- concluding April 2011
    
    $1,105.93 per month
Total payments
$39,813.48
    
    $
    0.00Holden Rodeo  1CRW421
    
    WA
    
    Freeman Parsons
    
    Westpac Banking Corporation
ABN 33 007 457 141
    
    48 months
- commencing February 2008
- concluding January 2011
    
    $876.79 per month
Total payments
$42,085.92
    
    $
    0.00Mitsubishi Fuso  UUY018
    
    VIC
    
    Victoria Factory
    
    Westpac Banking Corporation
ABN 33 007 457 141
    
    36 months
- commencing June 2007
- concluding May 2010
    
    $1,532.06 per month
Total payments
$55,154.16
    
    $
    0.00Mazda B300 B30N  XOV672
    
    VIC
    
    Phil Cantone
    
    Westpac Banking Corporation
ABN 33 007 457 141
    
    36 months
- commencing March 2010
- concluding February 2013
    
    $1,094.96 per month
Total payments
$39,418.56
    
    $
    0.00
 65




---



##### 



1.
    
    The Vendor1.1.
    
    The Vendor is duly incorporated and validly exists under the laws of Australia.1.2.
    
    The Vendor is authorised to do business in all jurisdictions in which the Business is
conducted.1.3.
    
    The Vendor has full corporate power and authority to own the Assets and conduct the Business.1.4.
    
    The Vendor is not insolvent and no controller has been appointed over any part of the Assets
and no such appointment has been threatened.1.5.
    
    No Asset is liable to a Claim by a trustee in bankruptcy or a liquidator.1.6.
    
    The Vendor is not in liquidation or administration and no proceedings have been brought or
threatened or procedure commenced for the purpose of winding up the Vendor or placing it under
administration.2.
    
    Due authorisation2.1.
    
    The execution and delivery of this Agreement has been properly authorised by all necessary
corporate action of the Vendor.2.2.
    
    The Vendor has full corporate power and lawful authority to execute and deliver this
Agreement and to consummate and perform or cause to be performed its obligations under this
Agreement.2.3.
    
    This Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable in
accordance with its terms by appropriate legal remedy.2.4.
    
    This Agreement and Completion do not:
 2.4.1.
    
    conflict with or result in a breach of or default under any provision of the
Constitution of the Vendor or any material term or provision of any agreement or deed
or any writ, order or injunction, judgment, law, rule or regulation to which it is a
party or is subject or by which it is bound;2.4.2.
    
    cause a limitation on the Companys powers or the powers of its directors to be
exceeded.
 3.
    
    Accuracy of information3.1.
    
    The facts set out in the recitals and in the schedules are true and accurate in all respects.3.2.
    
    All information which has been given by or on behalf of the Vendor to the Purchaser (or to
any director, agent or adviser of the Purchaser) with respect to the Business and Assets is
true and accurate in all material respects.3.3.
    
    All information which is known to the Vendor relating to the Business or the Assets or
otherwise the subject matter of this Agreement which is material to the assessment of the
nature and the amount of risk undertaken by a prudent purchaser of the Business has been
disclosed to the Purchaser.
 66




---



##### 



4.
    
    Title4.1.
    
    The Vendor is the sole legal and beneficial owner of the Business and of all the
Assets.4.2.
    
    The Vendor has full right, title and interest in the Business and all the Assets free from
any encumbrance, security or third party interest, other than as disclosed in this Agreement.4.3.
    
    The Vendor has not disposed of, agreed to dispose of or granted any option to any person to
purchase any of the Assets or any interest in any of the Assets.5.
    
    The Business5.1.
    
    The Assets are all of the assets owned by the Vendor and used in or in connection with
the Business and that are necessary for the conduct of the Business.5.2.
    
    The Plant and Leased Equipment are in good repair and working condition fully operational and
fit for the purpose for which they are used in the Business (consistent with their respective
ages).5.3.
    
    The Plant and Leased Equipment has been maintained in a manner that does not prejudice any
rights under any maintenance contract in connection with the Plant and Leased Equipment.5.4.
    
    No notice has been served on the Vendor in respect of any of the Assets which might impair,
prevent or otherwise interfere with the use of or proprietary rights in the Assets or give
rise to any right to terminate any of the Contracts.5.5.
    
    The Business has been and is conducted in accordance with all applicable laws and the conduct
of the Business by the Vendor has not contravened and does not contravene any laws and no
allegation of any contravention of any applicable laws is known to the Vendor.6.
    
    Plant6.1.
    
    The rate of depreciation applied in the Accounts for each item of Plant has been
applied over previous accounting periods of the Vendor and is adequate to write down its value
to net realisable value at the end of its useful working life.6.2.
    
    To the knowledge of the Vendor, the terms and conditions of each Plant Lease have been fully
complied with and the Vendor is not currently in breach of any of the Plant Leases.6.3.
    
    There is no Claim outstanding against any supplier of the Plant and Leased Equipment or
of maintenance services for that Plant and Leased Equipment in connection with any
defect in that Plant and Leased Equipment.6.4.
    
    Each item of Asset and Leased Equipment is in the physical possession of the Vendor.6.5.
    
    To the knowledge of the Vendor, each item of Assets and Leased Equipment is erected or
positioned in accordance with all applicable laws and is operated by the Vendor without
contravening any laws or industrial health and safety regulations.7.
    
    The Properties7.1.
    
    Each Property Lease is a valid, binding and subsisting legal obligation
in accordance with its terms.
 67




---



##### 



7.2.
    
    The Vendor has exclusive occupation of the Properties and, from and after
Completion, the Purchaser will have the right to exclusive occupation and use of the
Properties.7.3.
    
    To the knowledge of the Vendor, it has duly complied with and fulfilled all of its
obligations and duties under each Property Lease.7.4.
    
    There is no litigation pending or threatened in connection with or arising out of the
Property Leases and no event has occurred and there is no dispute or Claim in connection with
or arising out of the Property Leases which may give rise to litigation.7.5.
    
    The Vendor is not in breach of the Property Leases and has not received a notice of
termination of any of them.7.6.
    
    To the knowledge of the Vendor, there are no restrictions or obligations affecting the
Properties which are of an onerous or unusual nature or conflict with the present use.7.7.
    
    The interest of the Vendor as lessee of the Properties under each Property Lease is free from
any encumbrance, security or third party interest.7.8.
    
    The use of the Properties for the purpose of the Business is permitted under the relevant
planning statutes and regulations and there has been no contravention of a provision of those
statutes or regulations.7.9.
    
    No development, alterations or works have been carried out in relation to the Properties
which would require any permission or consent under any law which has not been obtained and
all conditions attaching to any such permission or consent have been fully complied with.7.10.
    
    The Vendor has performed and observed all covenants, conditions, agreements, statutory
requirements, by-laws, orders and regulations affecting the Properties.7.11.
    
    The use of the Properties for the Business does not contravene any covenant, condition,
agreement, statutory requirement, by-law, order or regulation.7.12.
    
    There are no outstanding orders or notices affecting the Properties.7.13.
    
    To the knowledge of the Vendor, there are no proposals of any local or other authority
(including, without limitation, a proposal involving compulsory acquisition or requisition) or
any other circumstance which may result in an order or notice being made or served or which
may otherwise affect the Properties.7.14.
    
    Each of the buildings and other erections on the Properties:
 7.14.1.
    
    are in good condition and fit for carrying on the Business and there is no
proposal to carry out any work on the Properties.7.14.2.
    
    is approved and otherwise complies with applicable laws and industrial health and
safety regulations.
 7.15.
    
    To the knowledge of the Vendor, the connections to power and waste disposal services
existing in the buildings and other erections on the Properties are approved and
otherwise comply with applicable laws. To the knowledge of the Vendor there are no
imminent or likely interruption of those services.8.
    
    Contracts8.1.
    
    No Contract, Property Lease or Plant Lease:
 68




---



##### 



8.1.1.
    
    is outside the usual conduct of the Business or otherwise unusual;8.1.2.
    
    imposes or is likely to impose an obligation on the Vendor (or the Purchaser after
Completion) to make a payment greater than $25,000;8.1.3.
    
    has a period of more than 24 months to run from the date of this Agreement until
its expiration or termination, other than as disclosed in this Agreement;8.1.4.
    
    is incapable or being fulfilled or performed on time without undue or unusual
expenditure of time, money or effort;8.1.5.
    
    provides for any payment or receipt of funds not accurately reflecting the value on
an arms length basis of the services or goods in consideration of which that
payment or receipt of funds has been made or is to be made;8.1.6.
    
    is known to the Vendor to be likely to result in a loss for the Business;8.1.7.
    
    provides that the Vendor or any other person will act as distributor of goods or
services or agent for another person;8.1.8.
    
    is with an Associated Person of the Vendor, other than as disclosed in this
Agreement;8.1.9.
    
    prohibits, limits or confines the Vendors freedom or that of its employees of the
owner of the Business to engage or be engaged in any activity or business;8.1.10.
    
    to the knowledge of the Vendor, involves or is likely to involve obligations,
restrictions or liabilities whose nature or magnitude ought reasonably to be known by
an intending purchaser of the Business; or8.1.11.
    
    restricts the Vendors freedom to operate the whole or part of the Business or to
use or exploit any of the Assets as it decides.
 8.2.
    
    To the knowledge of the Vendor, the Vendor is not a party to any agreement or arrangement in
relation to the business of which it or any other party is in default or, but for the
requirements of notice or lapse of time or both, would be in default and no fact or
circumstance exists which might give rise to such a default.8.3.
    
    The Vendor has not made any offers, tenders or quotations which are still outstanding and
capable of giving rise to a contract by the unilateral act of a third party and where the
value of that offer, tender or quotation is greater that $25,000.8.4.
    
    To the knowledge of the Vendor, apart from the Contracts, Property Leases and Plant Leases,
there is no contract, agreement, arrangement or understanding necessary to be assigned or
novated to the Purchaser to enable it to carry on the Business in the manner in which it is
carried on by the Vendor or to carry it on with the financial results obtained by the Vendor.8.5.
    
    The Contracts and the Plant Leases are all valid, subsisting, legal and binding obligations
in accordance with their respective terms.8.6.
    
    None of the Contracts or the Plant Leases contravenes any applicable law.8.7.
    
    The Vendor has duly complied with and fulfilled all the obligations and duties of the Vendor
under each Contract and Plant Lease.8.8.
    
    There is no litigation pending or threatened in connection with or arising out of any or all
of the Contracts, Property Leases and Plant Leases nor, to the knowledge of each of the Vendor
and the Covenantors, has any event occurred nor is there any
 69




---



##### 



dispute, Claim or demand in connection with or arising out of any or all of the
Contracts, Property Leases or Plant Leases, which may give rise to litigation.
 8.9.
    
    Except for a condition or warranty implied by law or contained in its standard terms of
business or otherwise given in the usual course of the Business, the Vendor has not given a
condition or warranty, or made a representation, in respect of goods or services supplied or
agreed to be supplied by it in the course of the Business, or accepted an obligation that
could give rise to a liability after the goods or services have been supplied by it.8.10.
    
    The Vendor has not been notified of an actual or intended amendment to the prices or other
terms of a Contract, Property Lease or Plant Lease.8.11.
    
    At no time during the last two years has the Vendor had a direct or indirect interest in any
contract or arrangement containing terms which were not of an entirely arms length nature
(other than contracts or arrangements with a cumulative value of $25,000 in any one year)
which resulted in a material impact on the Business profits.9.
    
    Suppliers and customers9.1.
    
    During the 12 months ending on the date of this Agreement and as at Completion, no
substantial customer or supplier of the Business has:
 9.1.1.
    
    stopped, or indicated an intention to stop, trading with or supplying the Business;9.1.2.
    
    reduced, or indicated an intention to reduce, substantially its trading with or
suppliers to the Business; or9.1.3.
    
    changed, or indicated an intention to change, substantially the terms on which it
is prepared to trade with or supply the Business (other than normal price and quota
changes).
 9.2.
    
    To the knowledge of the Vendor, there is no existing customer or supplier of the Business who
will or is likely to:
 9.2.1.
    
    cease trading with the Business; or9.2.2.
    
    materially reduce its trading with the Business,as a result of the acquisition of the Business by the Purchaser.
 10.
    
    Business Intellectual property10.1.
    
    All of the Business Intellectual Property is valid and subsisting and enforceable in the
jurisdictions in which those Intellectual Property Rights are registered or situated.10.2.
    
    The Vendor has the exclusive and unfettered right to exploit, grant licences and otherwise
deal with the Business Intellectual Property.10.3.
    
    The Vendor does not own, use, or require in the Business the use of any Intellectual
Property Rights in the conduct of the Business except for the Business Intellectual Property
and the Licensed IP.10.4.
    
    The Vendor does not in the conduct of the Business infringe or wrongfully use any
Intellectual Property Rights.10.5.
    
    There are no users, licensees or parties with any other rights with respect to any of the
Business Intellectual Property except for the Vendor and the Vendor is not
 70




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obliged to grant a licence, assignment or other right in respect of any Business
Intellectual Property to any third party (including companies related to the Vendor).
 10.6.
    
    The Vendor has taken all necessary steps to obtain and maintain appropriate
registrations for the Business Intellectual Property to protect and defend the Business
Intellectual Property (including taking all necessary precautions to ensure that it has not
done or omitted to do any act, manner or thing to invalidate the Business Intellectual
Property). Renewal fees payable in respect of all registrations of Business Intellectual
Property have been paid.10.7.
    
    To the knowledge of the Vendor there is no:
 10.7.1.
    
    action or proposed action by any other person to challenge, threaten, cancel or
contravene any Business Intellectual Property; or10.7.2.
    
    information, act or omission which may make the Business Intellectual Property
vulnerable.
 10.8.
    
    The Vendor has not received any notice or Claim from any party that the use of any Business
Intellectual Property:
 10.8.1.
    
    infringes, or is alleged to infringe, the Intellectual Property Rights of any
third party; or10.8.2.
    
    is, or is alleged to be, in breach of any obligation of confidence owed to any
third party.
 10.9.
    
    To the knowledge of the Vendor, there has not been any infringement or allegation of
infringement in respect of any of the Business Intellectual Property.10.10.
    
    To the knowledge of the Vendor there is no information, act or omission which:
 10.10.1.
    
    may make the grant of registration of any Business
Intellectual Property which is
the subject of an application for registration unlikely or vulnerable (such as to
prior art or obviousness); or10.10.2.
    
    may allow any person to seek cancellation, rectification or other
modification of a registration of any Business Intellectual Property.
 10.11.
    
    There are no interests of a third party, including parties related to the Vendor, that
prejudice the Business Intellectual Property. To the knowledge of the Vendor there is no use
by any other person of any of the Business Names or the Business Trade Marks in contravention
of the rights of the Vendor.10.12.
    
    Schedule 1 includes any Trade Marks, patent (including applications and granted patents),
designs, copyright and trade secrets that relate to work in progress for the development of
Business Intellectual Property and developments, modifications, enhancements or adaptations
that may render some or all of the Business Intellectual Property obsolete. In addition, to
the knowledge of the Vendor there is no third party, or party related to the Vendor, is
developing any Intellectual Property Rights that renders any of the Business Intellectual
Property obsolete.10.13.
    
    The Vendor has not received any correspondence from a third party owner or exclusive
licensee of a patent, Trade Mark or copyright in relation to the existence
 71




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of a patent, Trade Mark or copyright (whether or not such correspondence alleges
infringement in relation to any Business Intellectual Property).
 10.14.
    
    To the knowledge of the Vendor, the Purchaser will be able to exercise any and all rights in
the Business Intellectual Property without identifying any person as the individual
responsible for creating any Business Intellectual Property.10.15.
    
    The Vendor has the right to use the Licensed IP under the relevant agreement granting the
Licensed IP, for the duration specified in the relevant agreement, in relation to the
Business.10.16.
    
    Each license of Licensed IP is valid, binding and enforceable against the parties to it in
accordance with its terms.10.17.
    
    To the knowledge of the Vendor, there has not been any misuse or unauthorised disclosure of
any information relating to the Business or the Assets.10.18.
    
    The computer systems used by or on behalf of the Vendor:
 10.18.1.
    
    are included in the Assets;10.18.2.
    
    are not shared with or used by or on behalf of or accessible by any persons
other than the Employees and casual employees who are engaged from time to time
in accordance with requirements of the Business;10.18.3.
    
    perform their intended function;10.18.4.
    
    are sufficient for the operation of the Business and have operated to a level
acceptable for the efficient operation of the Business;10.18.5.
    
    can be run without undue reliance on persons other than Transferring Employees of
the Vendor; and10.18.6.
    
    are operated on the Premises.
 11.
    
    Financial statements and accounts11.1.
    
    The Accounts:
 11.1.1.
    
    have been prepared in accordance with the Corporations Act, the Companys
constitution and in accordance with the requirements of the Accounting Principles and
Accounting Standards described in Note 1 (Accounting Policies) to the Accounts and
give a true and fair view of the state of affairs of the Company in accordance with
the Accounting Policies as at the Accounts Date; and11.1.2.
    
    disclose all assets and liabilities (actual, prospective, contingent or
otherwise) in compliance with the Accounting Principles described in Note 1 of
the Accounts of the Company and are not affected by any unusual or
non-recurring item.
 11.2.
    
    The management accounts for each month between 30 June 2009 and 28 February 2010:
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11.2.1.
    
    were prepared to reflect all financial transactions of the
Vendor for the period to which they relate;11.2.2.
    
    are true and not misleading,11.2.3.
    
    have been prepared with due care and attention on a consistent basis with the
practice used in the preparation of management accounts of the Business in the
period ending on the Accounts Date; and11.2.4.
    
    show with reasonable accuracy the state of affairs, financial position, assets
and liabilities and profit and loss of the Business,
 but noting the fact that the management accounts were prepared for the purpose of
informing the management of the financial position of the Company and for no other
purpose, and therefore may not include any year-end adjustments which may relate to the
period in question.12.
    
    Changes since Accounts Date12.1.
    
    Since the Accounts Date:
 12.1.1.
    
    in all material respects, the Vendor has continued to operate the Business with
due care, in the ordinary and normal course, at arms length and on usual commercial
terms and in accordance with normal and prudent practice and consistently with the
way in which the Business was operated in the financial year ended on the Accounts
Date;12.1.2.
    
    the Vendor has not:
 (a)
    
    acquired or disposed, or agreed to acquire or
dispose, of any material assets in respect of the Business other than in
the ordinary and normal course;(b)
    
    dealt with any person except at arms length in
relation to the Business; and
 12.1.3.
    
    no asset of the Company appearing in the Accounts has been revalued; and12.1.4.
    
    the Business has not been materially adversely affected by the
termination or a change in the terms of an agreement or by an abnormal factor not
affecting similar businesses.
 12.2.
    
    To the knowledge of the Vendor, there is no fact or circumstance which might have a Material
Adverse Effect on the Business.13.
    
    Records13.1.
    
    To the knowledge of the Vendor, the Records:
 13.1.1.
    
    are complete, correct and not misleading;13.1.2.
    
    have been fully and properly maintained;13.1.3.
    
    give a true and fair view of the trading transaction, financial and contractual
position of the Business and of its assets and liabilities; and;13.1.4.
    
    so far as is relevant, have been prepared in accordance with the Companys
constitution and in accordance with the requirements of the Accounting Standards.
 13.2.
    
    The originals of all material Records which ought to be in the possession of the
Vendor are in its possession.
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14.
    
    Employees14.1.
    
    Schedule 3 is a complete and accurate list as at 23 June 2010 of:
 14.1.1.
    
    the period of service of each Employee, their applicable award or enterprise
agreement (if any), and accrued annual leave, long service leave and sick leave
entitlements; and14.1.2.
    
    remuneration and other benefits (including commission, bonuses, profit sharing,
superannuation entitlements, shares and share options, details of which are shown
separately) paid or conferred on each Employee.
 14.2.
    
    All contracts of service and letters of appointment (if any) in respect of any Employees to
whom offers of employment are made under clause 11.2 have been provided to the Purchaser and
full details of the terms of employment agreed orally between the Vendor and each Employee
have been provided to the Purchaser.14.3.
    
    The Vendor has provided to the Purchaser details of all Employees who have prior service
with a related body corporate of the Vendor or who became employees of the Vendor as a result
of a transmission of business from the Employees previous employer to the Vendor.14.4.
    
    The Vendor has provided to the Purchaser full details of the names and terms of engagement
of all independent contractors who provide personal services to the Vendor, whether directly
or pursuant to a contract between a corporate entity and the Vendor.14.5.
    
    The Vendor is not a party to any agreement with any union or industrial organisation in
respect of the Employees and their employment.14.6.
    
    There is no contract of employment with any Employee (or any contract for the services of
any person relating to the Business) which cannot be terminated by one months notice or less
or (where that contract has not been reduced in writing) by reasonable notice not exceeding
the month, and in each case without giving rise to a claim for damage or compensation against
the relevant Employer.14.7.
    
    There is no threatened or pending dispute between the Vendor and any Employee and to the
knowledge of the Vendor there are no facts or circumstances which are likely to result in such
a dispute.14.8.
    
    All persons employed in or necessary for the conduct of the Business are employed by the
Vendor and are included in the Employees.14.9.
    
    No director of the Vendor or Employee has given notice (which has not yet expired)
terminating his or her contract of employment or is under notice of dismissal.14.10.
    
    Any payment made or allowed to the Purchaser for the acceptance of an obligation to pay
accrued employee leave entitlements under this agreement does not constitute an accrued leave
transfer payment under any Australian law or an award, order, determination or industrial
agreement made under Australian law. Accordingly, the Vendor must not claim a deduction for
the payments pursuant to section 26-10 of the Income Tax Assessment Act 1997 (Cth).14.11.
    
    All employee entitlements including wages, salary, allowances, overtime, penalty rates,
commissions, bonuses, superannuation, paid leave and expense reimbursements and
any payments which the Vendor is required to make to third
 74




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parties with respect to its employees, will be paid and will be up-to-date at the
Completion Date.
 14.12.
    
    The Vendor has provided to the Purchaser full details of:
 14.12.1.
    
    Workers compensation payments being received or due to be received by Employees
or claimed by Employees, or by previous employees of the Vendor; and14.12.2.
    
    all notices, prosecutions and fines received by the Vendor, and details of all
incidents which might potentially give rise to such, in respect of any breach or
alleged breach of occupational health and safety standards,
 in the two years prior to the date of this Agreement and which relate to the Business.14.13.
    
    The Vendor has disclosed to the Purchaser full details of all incidents which might
potentially give rise to occupational health and safety notices, prosecutions or fines between
the date of the Option Deed and the Completion Date.14.14.
    
    The Vendor is not involved in any industrial or trade dispute or any dispute regarding any
Claim with any of the Employees or with any trade union and, to the knowledge of the Vendor,
there are no facts or circumstances which are likely to result in such a dispute. The Vendor
has provided to the Purchaser full details of all industrial disputes in which the Vendor has
been involved during the period of twelve months prior to the date of this Agreement.14.15.
    
    None of the Transferring Employees have been the subject of material disciplinary action or
grievance procedures.14.16.
    
    Since the Accounts Date there has not been any material change in the remuneration or
benefits of any Employee who is or may be a Transferring Employee.15.
    
    Compliance with law and absence of litigation15.1.
    
    To the knowledge of each of the Vendor and Covenantors, there are no outstanding Claims or
facts or circumstances that are likely to cause a Claim (including, in each case, customer
complaints or product liability claims) in respect of the Business or any of the Assets and
there are no Claims relating to the Business or the Assets which may give rise to litigation.15.2.
    
    Other than as set out in the Disclosure Material, there were no Claims against the Vendor in
relation to product liability (including liability in respect of any personal injury, death,
damage to property or loss of profits) in the period seven years prior to the date of the
Option Deed.15.3.
    
    There is no unsatisfied judgment, order, arbitral award or decision of any court, tribunal
or arbitrator against the Vendor or any of the Assets and there is no outstanding Claim to
which the Vendor is party pending or threatened against the Vendor in respect of the Business
or the Assets.15.4.
    
    The Vendor in relation to the Business is not a party to any contract, agreement,
arrangement or understanding which is in breach of any applicable trade practices legislation
or the requirements of any consumer product safety standard or consumer product information
standard prescribed by law nor does the Vendor in relation to the business engage in any
conduct or practice which is in breach of that legislation.
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15.5.
    
    The Vendor holds all necessary or desirable licences (including statutory licences)
and consents, planning permissions, authorisations and permits for the proper carrying
on of the Business in all its aspects and, to the knowledge of each of the Vendor and
Covenantor, there is no fact or matter that might prejudice the issue, continuance or
renewal of those licences in the name of the Purchaser.15.6.
    
    All of the licences, consents, permissions, authorisations and permits referred to in
warranty 15.5:
 15.6.1.
    
    have been fully paid up;15.6.2.
    
    have been fully complied with;15.6.3.
    
    are in full force and effect and not liable to be revoked or not renewed;15.6.4.
    
    are either assignable to the Purchaser or readily available to the Purchaser from
the appropriate authorities.
 16.
    
    Insurance16.1.
    
    Having regard to the customary practices applicable to the industry in which the Business is
operated, the Vendor has adequate product liability and public risk insurance in full force
and effect that is written and, in relation to periods of insurance that have expired, was
written on an occurrence basis and all the Assets which are insurable are insured for the
full replacement value of them against fire and other risks normally insured against and
nothing has been done or omitted to be done which would make any policy of insurance in
respect of them or any of them void or voidable or which would permit an insurer to cancel the
policy or refuse or reduce a claim or materially increase the premiums payable under the
policy.16.2.
    
    Each Asset of an insurable nature is insured with an insurance company duly authorised to
carry on insurance business in Australia in amounts representing their full replacement or
reinstatement value against the risks and all risks, whether in relation to damage to
property, personal injury, product liability or otherwise are adequately insured for such
amounts as would be maintained in accordance with prudent business practice.16.3.
    
    The Vendor has not been notified by any insurer that it is required or is advisable for it
to carry out any maintenance, repairs or other works in relation to any of the Assets.16.4.
    
    There is no fact or circumstance known to the Vendor which would lead to any contracts of
insurance which cover those risks being prejudiced.16.5.
    
    No claim is pending in respect of any policy of insurance and to the knowledge of the
Vendor, no fact or circumstance exists which might give rise to a claim under any contract of
insurance.17.
    
    Delegations and offers17.1.
    
    There are no powers of attorney or other authorities given by the Vendor which could
authorise any person to deal with the whole or any part of the Assets and the Business.17.2.
    
    No offer, tender, quotation or similar intimation given or made by the Vendor and still
outstanding and relating to the Business is capable of giving rise to a contract merely by the
unilateral act of a third party, other than in the usual conduct of the Business.18.
    
    Profit sharing and finders fees
 76




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18.1.
    
    The Vendor is not party to any agreement under which it is or may be bound to share
the profits or pay any royalties or to waive or abandon any rights in connection with the
Business or the Assets.18.2.
    
    No contract, agreement, arrangement or understanding to which the Vendor is a party and
which affects the Business provides for any payment or receipt of funds not accurately
reflecting the value on an arms length basis of the services or goods in consideration of
which that payment or receipt of funds is made.18.3.
    
    No contract or arrangement of the Vendor concerning the Business involves either directly or
indirectly any offer or payment to any government official to influence him or to assist in
the obtaining or retaining of business nor does it involve any offer or payment to any other
person while knowing or having reason to know that all or a portion of the matter offered or
any such payment would be made available or paid to any government official for the same
purposes.18.4.
    
    The Vendor has not taken any action so that any person becomes entitled to receive from the
Purchaser any finders fee, brokerage or other commission in connection with the sale of the
Business or the Assets.19.
    
    Stamp dutyExcept in respect of this Agreement, and documents or transactions contemplated by this
Agreement, all Taxes payable in respect of every deed, agreement or other document or
transaction to which the Vendor is or has been a party or by which the Vendor derives,
has derived or will derive a substantial benefit which relates to the Assets or the
Business have been duly paid and no such deed, agreement or other document is unstamped
or insufficiently stamped.20.
    
    Superannuation20.1.
    
    The Vendor is not in default in the payment of superannuation contributions in respect of
any Employees for contribution periods up to Completion. In this warranty, contribution
period has the mean given to that term under the Superannuation Guarantee
(Administration) Act 1992(Cth) (SGA).20.2.
    
    The Vendor has not received any written notice that they have any current liability to pay
any amount by way of a superannuation guarantee charge pursuant to the SGA , or any other
amount by reason of the application of the SGA, in respect of any Employees for contribution
periods up to the date of Completion. In this warranty, contribution period has the meaning
given to that term under the SGA.21.
    
    Environment21.1.
    
    To the knowledge of the Vendor, the Vendor is in compliance and has always previously
complied with all Environmental Laws that are applicable to the Business.21.2.
    
    To the knowledge of the Vendor, the Vendor has not received any actual or proposed Claims,
demands, actions, suits or order from any Governmental Agency in respect of non-compliance
with any Environmental Laws that are applicable to the Business and there are not any facts or
circumstances involving the Business that may give rise to any such actual or proposed Claims,
demands, actions, suits or order being issued.21.3.
    
    To the knowledge of the Vendor, the Vendor:
 21.3.1.
    
    is not presently the owner or occupier of any Contaminated Land at the
Environmental Sites;
 77




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21.3.2.
    
    has not previously caused or contributed to Pollution or Environmental
Harm on the Premises or any Land adjacent to the Premises; and21.3.3.
    
    is not now causing or contributing to Pollution or Environmental Harm of the
Environmental Sites or any Land adjacent to the Environmental Sites.
 21.4.
    
    To the knowledge of the Vendor, the Vendor:
 21.4.1.
    
    has always previously held and fully complied with all Approvals;21.4.2.
    
    currently holds, and is fully complying with, all Approvals; and21.4.3.
    
    there is no proposal to revoke, suspend, modify or not renew any Approval, or any
reason why an Approval would not be transferred to a third party of good standing.
 21.5.
    
    To the knowledge of the Vendor, the Approvals, amongst other things, permit the use of
relevant Assets and Leased Equipment to their maximum rated capacity.22.
    
    Stock22.1.
    
    Unless otherwise indicated in the Records, all Stock on hand is of good and
merchantable quality, is fit for the purpose for which the Company intends to use it in the
Business and conforms with all relevant specifications to the knowledge of the Vendor in
relation to the Stock. The packaging and labelling of the Stock by the Business are not false
or misleading or deceptive and do not contravene any applicable law.22.2.
    
    The level of Stock (including spare parts) is sufficient to meet the requirements for the
Business and is not materially surplus to the requirements of the Business, except to the
extent it is recognised as surplus in the stocktake.22.3.
    
    All the Stock is in the physical possession of the Vendor.22.4.
    
    In determining the value of the Stock in the Accounts, Stock which is redundant, superseded,
obsolete or damaged has been written off or written down as appropriate. The value of Stock
in the Accounts also includes the allocation of fixed and variable overheads, based on the
directors assessment of the amount of costs that can reasonably be attributed to the
manufacture of Stock.
 78




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Part 1  Restrained Business
  Part 2  Restraint Area
 (a)
    
    Australia;
 (b)
    
    each of the states of New South Wales, Victoria, Western Australia, Queensland and
the Australian Capital Territory;
 (c)
    
    areas within:
 (i)
    
    a radius of 75 kilometres from the Perth GPO;(ii)
    
    a radius of 70 kilometres from the Melbourne GPO;(iii)
    
    a radius of 50 kilometres from the Sydney GPO;(iv)
    
    a radius of 22 kilometres from the Brisbane GPO;(v)
    
    a radius of 29 kilometres from the Canberra Parliament House Post Office;
 (d)
    
    Western Australia;(e)
    
    a radius of 75 kilometres from the Perth GPO.
 Part 3  Restraint Periods
 (a)
    
    The period from Completion to the date 6 months after Completion.(b)
    
    The period from Completion to the date 1 year after Completion.(c)
    
    The period from Completion to the date 2 years after Completion.(d)
    
    The period from Completion to the date 3 years after Completion.(e)
    
    The period from Completion to the date 4 years after Completion.(f)
    
    The period from Completion to the date 5 years after Completion.
 79




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##### 



DueDiligenceCrossDOCUMENT DESCRIPTION
    
    ReferenceA.
    
    
    
    EMPLOYEES & BENEFITS1
    
    
    Organisational chart for Westmix showing: each location: the name of every
full time employee; the position each employee holds; the annual salary of each
employee (exclusive of SGC)
    
    A.1.2
    
    
    A list of every employee (full-time, part-time and casual) by location
showing the following parameters (in order): employee number, name of employee,
job position, class of employment (i.e. whether part-time, full-time or
casual), hourly rate of pay, weekly rate of pay, date of birth, start date,
frequency of pay, annual rate of pay. This list also discloses number of
employees per location, the gross weekly pay per location and the average
hourly rate per location.
    
    A.2. 
A.3.
A.16.3
    
    
    A list of every employee (full-time, part-time and casual) sorted (and
totalled for each class) by the following classifications:
    
    A.4.- Management- Sales Staff- Clerical/Admin Staff- Production Staff- Delivery Staff- Otherdisclosing the following parameters (in order): employee number, name of
employee, job position, class of employment (i.e. whether part-time, full-time
or casual), hourly rate of pay, weekly rate of pay.This list also discloses
number of employees per location, the gross weekly pay per location and the
average hourly rate per location.4
    
    
    A statement regarding employment contracts.
    
    A.5.5
    
    
    A copy of a Contract of Service Agreement between Mr Salvatore Cantone of
West Barrows Mix Pty Ltd and Mr Chris Burke of Network Sales Force Pty Ltd
    
    A.5.a.6
    
    
    A list of Motor Vehicles provided to employees as at 28 February 2010 which
details: the purchase date of the vehicle; a description of the vehicle; where
the vehicle is located (state); who the vehicle is allocated to and the
position of the employee who has been allocated the vehicle.
    
    A.5.b.7
    
    
    A statement of what non-compensation perks are provided to Westmix
employees.
    
    A.5.c.8
    
    
    A print out from the Fair Work website showing what employees are entitled
in relation to Leave & public holidays
    
    A.6.9
    
    
    A report from the PayPac system of the annual leave entitlements per
employee, detailing the following:
    
    A.6.- the employee number- the employee name- the start date of the employee- the accrual start date of the employee- the class of employment for the employee (e.g. full-time, part-time or casual)- the hourly pay rate for each employee- the hours of annual leave that the employee is entitled and the $ amount this
equates to- the total hours of annual leave that the employee has taken and the $ amount
this equates to- the net hours of entitlement left to the employee and the $ amount this
equates to- the total liability per employee in hours and $10
    
    
    A report from the PayPac system of the annual leave loading entitlements
per employee, detailing the following:
    
    A.6.
 80




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##### 



DueDiligenceCrossDOCUMENT DESCRIPTION
    
    Reference- the employee number- the employee name- the start date of the employee- the
accrual start date of the employee- the class of employment for the employee (e.g.
full-time, part-time or casual)- the hourly pay rate for each employee- the hours of
annual leave that the employee is entitled and the $ amount this equates to- the
total hours of annual leave that the employee has taken and the $ amount this equates
to- the net hours of entitlement left to the employee and the $ amount this equates
to- the total liability per employee in hours and $11
    
    
    A copy of a document from the Department of Consumer and Employment Protection
(Government of Western Australia) detailing the provisions of the Long Service Leave
Act.
    
    A.6.12
    
    
    A print out from an Excel spreadsheet that has been used to calculate the Long
Service Leave liability accrual for the company.
    
    A.6.13
    
    
    A
document that summarises the following:
    
    A.7.- other benefits or practices of the
employees
    
    A.8.- whether the company is subject to any Union contracts
    
    A.11.-
the severance arrangements the company has
    
    A.12.a.- a summary of the benefit policies that
the company has in place as they relate to:
    
    A.12.b.* Health Plan
    
    A.12.c.* Retirement Pension Plans
    
    A.12.d.* Employee stock option plan
    
    A.12.e.* Vacation policy
    
    A.12.f.* Holiday Program
    
    A.13.a.* Disability insurance plan
    
    A.13.b.- copies of any of the above policies
    
    A.13.c.A.13.d.A.13.e.A.13.f.14
    
    
    A copy of the companys Occupational Health & Safety Procedures
    
    A.9.c.15
    
    
    A statement regarding Westmixs bonus programs
    
    A.10.15
    
    
    A report of all employees that both commenced work and ceased work with Westmix
during the period 28 February 2008 and 28 February 2010.
    
    A.14.b.16
    
    
    A report showing, per employee, what sick leave they have taken during the 2 year
period ended 23 Feb 2010.
    
    A.14.b.17
    
    
    A copy of an email from PayPac detailing the name of the payroll system that
Westmix is using and details of the company that is supporting the system.
    
    A.15.B.
    

    
    
    REAL PROPERTY18
    
    
    A summary of the warehouses that are leased by Westmix. Including such information
as: the address; the size of the leased area; the expiry date of the lease; the annual
lease cost; the monthly lease cost; and a description of the outgoings that the
company is responsible for.
    
    B.2.a.19
    
    
    A copy of the Deed of Extension of Lease for the warehouse in South Australia.
    
    B.2.b.i20
    
    
    A copy of the Lease Agreement for the warehouse in Queensland.
    
    B.2.b.i21
    
    
    A copy of the Lease Agreement for the warehouse in Victoria.
    
    B.2.b.iC.
    

    
    
    ASSETS22
    
    
    A copy of the Companys fixed asset register as at 28 February 2010. The register
is broken into 3 asset categories: Motor Vehicles; Plant & Machinery; and Office
furniture and Equipment
    
    C.1.a.23
    
    
    A
financial summary of the Companys total Hire Purchase Contracts showing the total
payments to be made, by month, broken into principal and interest.




---



##### 



Due DiligenceCrossDOCUMENT DESCRIPTION
    
    Reference24
    
    
    A financial summary of each of the Companys individual Hire Purchase Contracts
showing the total payments to be made, by month, broken into principal and
interest.
    
    C.1.c.25
    
    
    A copy of the Hire Purchase agreement for the Quantum Centre and Lathe.
    
    C.1.c.26
    
    
    A copy of the Hire Purchase agreement for a Ford Falcon  XDX108.
    
    C.1.c.27
    
    
    A copy of the Hire Purchase agreement for a Mitsubishi Triton  BC30MT
    
    C.1.c.28
    
    
    A copy of the Hire Purchase agreement for a Mitsubishi Canter  422LDC
    
    C.1.c.29
    
    
    A copy of the Hire Purchase agreement for a Mitsubishi Canter  724LAS
    
    C.1.c.30
    
    
    A copy of the Hire Purchase agreement for a Mitsubishi Canter & Custom Trailer
    
    C.1.c.31
    
    
    A copy of the Hire Purchase agreement for a Holden Rodeo  1 CVE528
    
    C.1.c.32
    
    
    A copy of the Hire Purchase agreement for a Holden Crewman  100KVU
    
    C.1.c.33
    
    
    A copy of the Hire Purchase agreement for a Holden Rodeo  1 CRW421
    
    C.1.c.34
    
    
    A copy of the Hire Purchase agreement for a Holden Caprice  1CPS242
    
    C.1.c.35
    
    
    A copy of the Hire Purchase agreement for a Mitsubishi Fuso  1CLC635
    
    C.1.c.36
    
    
    A copy of the Hire Purchase agreement for a Mitsubishi Fuso  UUY018
    
    C.1.c.37
    
    
    A copy of the Hire Purchase agreement for a Mitsubishi Fuso  ULO848
    
    C.1.c.38
    
    
    A copy of the Hire Purchase agreement for a Mitsubishi Triton  A098KT
    
    C.1.c.39
    
    
    A copy of the Trademark Registration  AU317466S  Design Number 200720294
    
    C.2.a.40
    
    
    A
copy of the Trademark Registration  AU156421S  Design Number 200203166
    
    C.2.a.41
    
    
    A
copy of the Trademark Registration  AU153715S  Design Number 200301621
    
    C.2.a.42
    
    
    A copy of the Trademark Registration  AU136594S  Design Number 199802647
    
    C.2.a.43
    
    
    A copy of the Trademark Registration  AU153394S  Design Number 200301620
    
    C.2.a.44
    
    
    A copy of a letter sent to IP Australia re Application Number: 1344772 re the word
Kelso
    
    C.2.a.45
    
    
    A copy of a receipt from IP Australia re Application Number: 1344772 re the word
Kelso
    
    C.2.a.46
    
    
    A copy of the summary of Inventory as at 28 February 2010 which shows, by
warehouse: each category of inventory, the quantity on hand, the unit cost and $
value.
    
    C3.D.
    

    
    
    PRODUCTS47
    
    
    Summary report of sales $ by inventory type for the 8 months ended 28 February
2010.
    
    D.1.48
    
    
    Summary of the research and development undertaken by Westmix.
    
    D.2.49
    
    
    Copy of Westmixs National Products Catalogue
    
    D.3.50
    
    
    Copy of Kelso Catalogue
    
    D.3.E.
    

    
    
    SALES51
    
    
    A list of the top 10 competitors showing location, market share, and strengths and
weaknesses)
    
    E.1.52
    
    
    A report of sales by product (category) for the whole company showing the
quantity, $ and % of total sales for the year ended 30 June 2009.
    
    E.2.a.53
    
    
    A report of sales by product (category) for the whole company showing the
quantity, $ and % of total sales for the 8 months ended 28 February 2010.
    
    E.2.b.54
    
    
    A report of sales by product (category) for the each state showing the quantity, $
and % of total sales for the year ended 30 June 2009.
    
    E.2.c.55
    
    
    A report of sales by product (category) for the top 10 customers showing the
quantity, $ and % of total sales for the year ended 30 June 2009.
    
    E.3.a.56
    
    
    A report of sales by product (category) for the top 10 customers showing the
quantity, $ and % of total sales for the 8 months ended 28 February 2010.
    
    E.3.b.57
    
    
    A paper showing the following: Westmixs significant contracts with customers,
information about any sample contract forms that Westmix uses and information about the
Companys sales facilities.
    
    E.4. 
E.5.
E.7.58
    
    
    Copies of the Trading Terms with the top 10 customers
    
    E.6.
 82




---



##### 



DueDiligenceCrossDOCUMENT DESCRIPTION
    
    Reference59
    
    
    A list of Westmlxs sales team structure for the top 10 customers showing such details
as: the names of the sales reps, whether the sales reps are internal or external and which
state they operate in.
    
    
    E.8.
E.9.60
    
    
    A statement regarding Westmixs pricing policies and philosophies.
    
    
    E.10.F.
    

    
    
    ADVERTISING AND PROMOTION61
    
    
    A paper disclosing the main forms of advertising undertaken by Westmix and information
on the amount of money spent on advertising and what our forecast expenditure.
    
    
    F.1.
F.2.
F.3.G.
    
    
    
    CUSTOMER SERVICE AND WARRANTY62
    
    
    A copy of Westmixs 2.2cu.ft C&G cement mixer user and warranty guide
    
    
    G.1.63
    
    
    A copy of Westmixs products warranty for Bunnings
    
    
    G.1.64
    
    
    A copy of Westmixs products warranty policy.
    
    
    G.1.H.
    

    
    
    PURCHASING65
    
    
    Details of all major vendors were included in Part 1 of Schedule 2  Contracts which
were provided to ATT.I.
    

    
    
    PRODUCTION66
    
    
    Statement that no production capex is required for the next 12 months, however some
capex will be required for motor vehicles and IT.
    
    
    I.1.J.
    

    
    
    Information Technology67
    
    
    A paper summarising the following: production hardware and software; the network
system; the office hardware and software; data processing and computer personnel; computers
used in the business; and what IT contracts currently has in place.
    
    
    J.1.
J.2.
J.3.
J.4.
J.5.
J.6.68
    
    
    A copy of the invoice from Professional Advantage that details the support that
Westmix will get in relation to the Companys ERP system (System 77).
    
    
    J.6.b.K.
    

    
    
    TRANSPORTATION69
    
    
    General information regarding transportation
    
    
    K.70
    
    
    Statement the Westmix does not have any written trucking contracts
    
    
    K.1.71
    
    
    Statement the Westmix does not have any written railroad contracts
    
    
    K.2.71
    
    
    Comment that details of delivery vehicles are included in the fixed asset register
    
    
    K.3.72
    
    
    Comment that details of motor vehicles are included in the fixed asset register and
leases.
    
    
    K.4.L.
    

    
    
    FINANCIAL73
    
    
    A copy of the consolidated Profit and Loss for 7 months ended 31 January 2010
    
    
    L.2.a.74
    
    
    A copy of the consolidated Balance Sheet as at 31 January 2010
    
    
    L.2.b.75
    
    
    A copy of the consolidated Trial Balance as at 31 January 2010
    
    
    L.2.c.76
    
    
    A copy of the consolidated Profit and Loss for the year ended 30 June 2009
    
    
    L.3.a.77
    
    
    A copy of the consolidated Balance Sheet as at 30 June 2009
    
    
    L.3.b.78
    
    
    A copy of the consolidated Trial Balance as at 30 June 2009
    
    
    L.3.c.79
    
    
    A copy of the consolidated Income Statement prepared for management purposes
for the year ending 30 June 2009 showing the results for each month.
    
    
    L.3.d.
 83




---



##### 



DueDiligenceCrossDOCUMENT DESCRIPTION
    
    Reference80
    
    
    A copy of the consolidated Income Statement prepared for management purposes for
the 8 months ending 28 February June 2010 showing the results for each month.
    
    L.3.d.81
    
    
    A copy of the detailed consolidated Transaction Activity Listing for each
general ledger account for the year ending 30 June 2009.
    
    L10.a82
    
    
    A copy of the detailed consolidated Transaction Activity Listing for each
general ledger account for the 8 months ending 28 February June 2010.
    
    L10.aM.
    

    
    
    CREDIT AND COLLECTIONS83
    
    
    A copy of the Trade Debtors ledger balance from System 77 as at 28 February
2010
    
    M.1.84
    
    
    A detailed Trade Debtors aged Trial Balance as at 28 February 2010.
    
    M.1.85
    
    
    A copy of the Trade Debtors ledger balance from System 77 as at 30 June 2009
    
    M.1.86
    
    
    The Trade Debtors aged Trial Balance as at 30 June 2009
    
    M.1.N.
    

    
    
    TAX87
    
    
    Request for information not applicableO.
    

    
    
    LEGAL88
    
    
    A statement acknowledging that to the best of Westmixs knowledge there are no
outstanding threatened legal complaints or litigation against Westmix.
    
    Q.1.89
    
    
    A statement that given there are no outstanding threatened legal complaints or
litigation against Westmix the dollar of any such claims is not applicable.
    
    Q.2.Q.
    

    
    
    ENVIRONMENTAL90
    
    
    A paper summarising the following:
    
    Q.1.- what environmental reports are available (if any)
    
    Q.2.- whether Westmix has any environmental items that need to be completed for compliance
    
    Q.3.- a list of the hazardous substances that are either used or stored on any Westmix
property
    
    Q.4.- whether Westmix has incurred any environmental citations
    
    Q.5.- whether Westmix has any storage tanks on any of its premisesS.
    

    
    
    INSURANCE91
    
    
    A summary of the Companys insurance policies (include policy numbers, terms,
deductibles and/or retentions, annual premiums, potential refunds and additional
premiums)
    
    S.1.92
    
    
    A copy of the Companys Steadfast Business Package Insurance Policy.
    
    S.1.93
    
    
    A copy of the Companys Public and Products Liability Insurance Policy.
    
    S.1.94
    
    
    A copy of the Companys Motor Vehicle Fleet Insurance Policy.
    
    S.1.95
    
    
    A copy of the Companys Marine Transit Insurance Policy.
    
    S.1.96
    
    
    A copy of the Companys Workers Compensation Insurance Policy  WA
    
    S.1.97
    
    
    A copy of the Companys Workers Compensation Insurance Policy  QLD
    
    S.1.98
    
    
    A copy of the Companys Workers Compensation Insurance Policy  NSW
    
    S.1.99
    
    
    A copy of the Companys Workers Compensation Insurance Policy  SA
    
    S.1.100
    
    
    A copy of the Companys Workers Compensation Insurance Policy  VIC
    
    S.1.101
    
    
    A copy of the Worksafe Injury Insurance Final Claims Statement for claims
reported between 1 April 2006 and 31 December 2008  VIC
    
    S.2.102
    
    
    A copy of the Injury Management for an employee in NSW
    
    S.2.103
    
    
    A copy of the Workers Compensation Claims in WA covering the period 2005 to
2009
    
    S.2.
 84




---



##### 



DueDiligenceCrossDOCUMENT DESCRIPTION
    
    Reference104
    
    
    A copy of the recorded Workers Compensation Claims in Queensland
    
    S.2.105
    
    
    A copy of the recorded Marine Transit Claims for the last 5 years
    
    S.2.
 Document Description
    
    E-mailed/provided byFinalisation of Agreements (email)
    
    AS on 29-June-2010Westmix  Call Option to purchase  markup PSWingate 29 June 2010
(attachment)
    
    AS on 29-June-2010Option Deed  Final Execution Version (attachment)
    
    AS on 29-June-2010Escrow Deed  Final Execution Version (attachment)
    
    AS on 29-June-2010Designs Register Records (attachment)
    
    AS on 29-June-2010Trade Mark Application Receipt (attachment)
    
    AS on 29-June-20102010  2011 Trading Terms for Natbuild (attachment)
    
    AS on 29-June-2010Wetherill Park Lease  Final Form (attachment)
    
    AS on 29-June-2010magnet mart trading terms 2011 (attachment)
    
    AS on 29-June-2010Westmix  BSA Disclosure letter  29 June  WingatePS  track
(attachment)
    
    AS on 29-June-2010Disclosure Letter  Final Execution Version (attachment)
    
    AS on 29-June-2010Westmix sale agreement  29.06.10 WingatePS track (attachment)
    
    AS on 29-June-2010Kewdale Lease  29 June  WingatePS  track (attachment)
    
    AS on 29-June-2010Kewdale Park Lease  Final Form (attachment)
    
    AS on 29-June-2010Westmix Update  28 June 2010 (email)
    
    AS on 28-June-2010 at 9:20pmFW: BSA Update (attachment)
    
    AS on 28-June-2010 at 9:20pmMeghan McShane New Terms (attachment)
    
    AS on 28-June-2010 at 9:20pmSummary of Commission Payments (attachment)
    
    AS on 28-June-2010 at 9:20pmSigned AIS Trading Terms (attachment)
    
    AS on 28-June-2010 at 9:20pmAt Risk Wheels and Rims (attachment)
    
    AS on 28-June-2010 at 9:20pmShane McRostie Commission Calculation  Jan to Mar 2010 (attachment)
    
    AS on 28-June-2010 at 9:20pmPeter Gulisano Commission Calculation  Jan to Mar 2010 (attachment)
    
    AS on 28-June-2010 at 9:20pmWestmix sale agreement 28.06.10 WingatePS track (attachment)
    
    AS on 28-June-2010 at 9:20pmFW: Westmix Update (email)
    
    AS on 27-June-2010 at 9:30pmAndrew Brown Statement (16 March 2010) (attachment)
    
    AS on 27-June-2010 at 9:30pmWestmix  BSA disclosure letter  27 June  WingatePS (attachment)
    
    AS on 27-June-2010 at 9:30pmDraft Lease  Wetherill Park 27 June 2010  marked up  WingatePS
(attachment)
    
    AS on 27-June-2010 at 9:30pmDraft Lease  Kewdale 27 June 2010  marked up  WingatePS
(attachment)
    
    AS on 27-June-2010 at 9:30pmUpdate 6/24 (email)
    
    AS on 25-June-2010 at 8:52pmWestpac Memorandum of Common Provisions  May 2007 (attachment)
    
    AS on 25-June-2010 at 8:52pm
 85




---



##### 



Document Description
    
    E-mailed/provided byExecuted Sunpower Machinery Agreement (attachment)
    
    AS on 25-June-2010 at 8:52pmBunnings Supplier Trading Package 2010-2011 V0.1 (attachment)
    
    AS on 25-June-2010 at 8:52pmJack Isowski Insurance Claim (attachment)
    
    AS on 25-June-2010 at 8:52pmVendor assistance after the sale (attachment)
    
    AS on 25-June-2010 at 8:52pmSummary of Jack Izowski Case (attachment)
    
    AS on 25-June-2010 at 8:52pmWestmix-AIS contract (1) (attachment)
    
    AS on 25-June-2010 at 8:52pmISG Trading agreement 2010-2011 (attachment)
    
    AS on 25-June-2010 at 8:52pmTotaltools agreement 2010-2011 (attachment)
    
    AS on 25-June-2010 at 8:52pmAT RISK WHEELS (attachment)
    
    AS on 25-June-2010 at 8:52pmWestmix  BSA disclosure letter  25 June  PS (attachment)
    
    AS on 25-June-2010 at 8:52pmUpdated BSA, Option Deed and Additional Disclosure Materials (email)
    
    AS on 24-June-2010 at 10:23pmPro-Forma Calculation of Stock Trade Receivables and Trade Payables
Target Amounts (May Actuals)  July (attachment)
    
    AS on 24-June-2010 at 10:23pmWestmix Financials 2010 (attachment)
    
    AS on 24-June-2010 at 10:23pmWestmix sale agreement 24 June WgatePS  track (attachment)
    
    AS on 24-June-2010 at 10:23pmWestmix  Option Deed  24 June  markup  PS (attachment)
    
    AS on 24-June-2010 at 10:23pmRE: Management Presentation (email)
    
    AS on 24-June-2010 at 9:53amManagement Presentation  March 2010  Final (attachment)
    
    AS on 24-June-2010 at 9:53amKey BSA Threshold Issues (email)
    
    AS on 22-June-2010 at 8:20pmReponses to open items from Dave Nuti email received on 19 June 2010
(email)
    
    AS on 19-June-2010 at 5:37pmBSA Updates and Additional Disclosure Information (email)
    
    AS on 19-June-2010 at 5:36pmSuggested Wording for Warranty 8.11 (attachment)
    
    AS on 19-June-2010 at 5:36pmWestmix  disclosure (attachment)
    
    AS on 19-June-2010 at 5:36pmClaim against Victorian Wheelbarrows Manufacturers Pty Ltd by Jack 
Izowski (attachment)
    
    AS on 19-June-2010 at 5:36pmMark Batt vic employee (attachment)
    
    AS on 19-June-2010 at 5:36pmFW: Email to Bunnings regarding Preliminary Proposal (attachment)
    
    AS on 19-June-2010 at 5:36pmBunnings New June 2010 Barrow Proposal (attachment)
    
    AS on 19-June-2010 at 5:36pmS1 -Westmix Policies Summary (attachment)
    
    AS on 19-June-2010 at 5:36pmSuggested Wording for Clauses 16.2 and 16.4 (attachment)
    
    AS on 19-June-2010 at 5:36pm10377853_1
Westmix  BSA disclosure left (attachment)
    
    AS on 19-June-2010 at 5:36pmResponses to open items from Dave Nuti email received on 16 June 2010
(email)
    
    AS on 16-June-2010 at 9:18pmE6  Bunnings 2011 trading terms (attachment)
    
    AS on 16-June-2010 at 9:18pmE.6.  Network Sales Agreement (attachment)
    
    AS on 16-June-2010 at 9:18pmSunpower Agreement (attachment)
    
    AS on 16-June-2010 at 9:18pmPhotocopier Rental Agreement  Icon (attachment)
    
    AS on 16-June-2010 at 9:18pm
 86




---



##### 



Document Description
    
    E-mailed/provided byS1  Workers Compensation (attachment)
    
    AS on 16-June-2010 at 9:18pmWestpac Memorandum of Common Provisions (attachment)
    
    AS on 16-June-2010 at 9:18pmHonda correspondence (attachment)
    
    AS on 16-June-2010 at 9:18pmDisclosure Materials List (attachment)
    
    AS on 16-June-2010 at 9:18pmResponses to open items from Dave Nuti email received on 12 June 2010
(email)
    
    AS on 15-June-2010 at 10:44pmC1c  Lease for Mazda XOV672 (attachment)
    
    AS on 15-June-2010 at 10:44pmSchedule 3  Employees (attachment)
    
    AS on 15-June-2010 at 10:44pmBSA Update (email)
    
    AS on 15-June-2010 at 12:47am10371311_2
Westmix  CallPut Option  14 June 2010  track (attachment)
    
    AS on 15-June-2010 at 12:47am10363922_1 Acquisition of Westmix busine MALLON CO COMMENTS
(attachment)
    
    AS on 15-June-2010 at 12:47am10320834_2 Westmix  Escrow Deed 14 June 2010  track (attachment)
    
    AS on 15-June-2010 at 12:47amWestmix Financials 2010 (May Actuals) (attachment)
    
    AS on 15-June-2010 at 12:47am10312891_14 Westmix sale agreement 10 6  Wingate Amendments
(attachment)
    
    AS on 15-June-2010 at 12:47amKey Commercial Points: ATT/Westmix Conference Call (Tuesday, 8 June 2010)
Response to Open Items (email)
    
    AS on 11-June-2010 at 4:59pmOption Deed (email)
    
    AS on 10-June-2010 at 9:45pmWestmix  Call Option 10 June 2010  track (attachment)
    
    AS on 10-June-2010 at 9:45pmKey Commercial Points: ATT/Westmix Conference Call (Tuesday, 8 June 2010)
(email)
    
    AS on 9-June-2010 at 7:04pmSchedule 3  Employees (attachment)
    
    AS on 9-June-2010 at 7:04pmSchedule 13  Non-Business Related Assets (attachment)
    
    AS on 9-June-2010 at 7:04pmSchedule 5  Plant Equipment (attachment)
    
    AS on 9-June-2010 at 7:04pmSchedule 2  Contracts (attachment)
    
    AS on 9-June-2010 at 7:04pmDisclosure Letter  3 June 2010 (attachment)
    
    AS on 9-June-2010 at 7:04pmKey Customers and Key Suppliers Analysis (attachment)
    
    AS on 9-June-2010 at 7:04pmResponse to Flat Free Tyre email sent by Dave Nuti on 4 June 2010 (email)
    
    SC on 4-June-2010 at 6:35pmWetherill Park and Kewdale Leases (email)
    
    AS on 4-June-2010 at 6:43pmDraft Lease  Wetherill Park 4 June 2010  marked up (attachment)
    
    AS on 4-June-2010 at 6:43pmDraft Lease  Kewdale 4 June 2010  marked up (attachment)
    
    AS on 4-June-2010 at 6:43pmSchedule 5  Plant & Equipment (attachment)
    
    AS on 4-June-2010 at 6:43pmSchedule 2  Contracts (attachment)
    
    AS on 4-June-2010 at 6:43pmDraft Disclosure Letter, Escrow Deed and Responses to Outstanding
Questions (email)
    
    FD on 3-June-2010 at 10:50pmKelso Sale and Purchase Agreement (attachment)
    
    FD on 3-June-2010 at 10:50pmKelso sales invoice (attachment)
    
    FD on 3-June-2010 at 10:50pmSchedule 13  Non-Business Related Assets (attachment)
    
    FD on 3-June-2010 at 10:50pm
 87




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##### 



Document Description
    
    E-mailed/provided bySchedule 5  Plant & Equipment (attachment)
    
    FD on 3-June-2010 at 10:50pmSchedule 6  Plant Leases (attachment)
    
    FD on 3-June-2010 at 10:50pm10320834_2 Westmix  Escrow Deed (attachment)
    
    FD on 3-June-2010 at 10:50pmDocument2010-05-12-102742 (attachment)
    
    FD on 3-June-2010 at 10:50pmBunnings Proposed Flat Free Tyre Range (attachment)
    
    FD on 3-June-2010 at 10:50pmDraft Disclosure Letter (attachment)
    
    FD on 3-June-2010 at 10:50pmWestmix May Sales Analysis (attachment)
    
    FD on 3-June-2010 at 10:50pmSchedule 2 (continued)  Summary of Verbal Agreements (attachment)
    
    FD on 3-June-2010 at 10:50pmCustomer Rebate analysis  example format (attachment)
    
    FD on 3-June-2010 at 10:50pmRE: Marwon Leases and Customer Programs (email)
    
    AS on 1-June-2010 at 3:46pmFW: WC (attachment)
    
    AS on 1-June-2010 at 3:46pmMarwon Leases (email)
    
    AS on 31-May-2010 at 2:44pmWestmix Contact Listing (attachment)
    
    AS on 31-May-2010 at 2:44pmWestmix  incorporating a company (email)
    
    AS on 28-May-2010 at 12:51pmConsent (attachment)
    
    AS on 28-May-2010 at 12:51pmKey Commercial Points (email)
    
    AS on 27-May-2010 at 7:31pmB2b  Lease agreement for SA property Standard Terms and Conditions
(attachment)
    
    AS on 27-May-2010 at 7:31pmB2b  Lease agreement for QLD property (attachment)
    
    AS on 27-May-2010 at 7:31pmSchedule 3  Employees (attachment)
    
    AS on 27-May-2010 at 7:31pmSchedule 2  Contracts (attachment)
    
    AS on 27-May-2010 at 7:31pmSchedule 13  Non-Business Related Assets (attachment)
    
    AS on 27-May-2010 at 7:31pmSchedule 6  Plant Leases (attachment)
    
    AS on 27-May-2010 at 7:31pmProposed wording for Clause 12.1 (attachment)
    
    AS on 27-May-2010 at 7:31pmDraft Lease  Kewdale 21 April 2010  clean (attachment)
    
    AS on 27-May-2010 at 7:31pmDraft Lease  Wetheril Park 21 April 2010  clean (attachment)
    
    AS on 27-May-2010 at 7:31pmEmail response to queries received from Paul Jones on 26 May 2010
(email)
    
    AS on 26-May-2010 at 7:59pmWestmix Bunnings Warranty Book (attachment)
    
    AS on 26-May-2010 at 7:59pmWestmix Warranty Book (attachment)
    
    AS on 26-May-2010 at 7:59pmSample of Mixer Warranty Book (attachment)
    
    AS on 26-May-2010 at 7:59pmVendor Purchases YTD 30 April 2010 (attachment)
    
    AS on 26-May-2010 at 7:59pmProvision for Rebates Calculation  FY 2010 (attachment)
    
    AS on 26-May-2010 at 7:59pmSchedule 5  Plant Equipment (attachment)
    
    AS on 26-May-2010 at 7:59pmIssues Paper and Facility Lease Terms (email)
    
    FD on 25-May-2010 at 6:09pmSummary of Westmix Product Liability Claims (attachment)
    
    FD on 25-May-2010 at 6:09pmApplebygroup Bayswater Lease (attachment)
    
    FD on 25-May-2010 at 6:09pm
 88




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##### 



Document Description
    
    E-mailed/provided byResponse to Dave Nuti queries relating to Bunnings dated 20 May 2010
(email)
    
    AB on 23-May-2010 at 5:44pmKelso Sales Invoice (attachment)
    
    AS on 22-May-10 at 7:38pmKelso Sale and Purchase Agreement (attachment)
    
    AS on 22-May-10 at 7:38pmResponse to Paul Jones queries dated 22 May 2010 (email)
    
    AS on 22-May-10 at 7:38pmSales Report to 20 May 2010 Bunnings vs Non-Bunnings Sales by State
 Actual Sales vs Forecast (hard copy provided to ATT)
    
    AS on 21-May-10 on siteLetters of Employment for Cameron Knight, Meghan McShane and Shane McRostie
(hard copy provided to ATT)
    
    AS on 21-May-10 on siteBunnings Warehouse Wheelbarrow Review  April 2010 (hard copy provided to
ATT)
    
    AS on 21-May-10 on siteHP Summary Worksheets (attachment)
    
    AS on 21-May-10 on sitePay Rates History Report by Employee since Start Date (hard copy provided to
ATT)
    
    AS on 21-May-10 on siteEmployee Payroll Details  Wages History FY06 to FY10 (hard copy provided to
ATT)
    
    AS on 21-May-10 on siteSchedule of 2010 YTD Property Expenses  Kewdale and Wetherill Park (hard
copy provided to ATT)
    
    AS on 21-May-10 on siteSchedule of 2009 Property Expenses  Kewdale (hard copy provided to ATT)
    
    AS on 21-May-10 on siteInventory On-Cost Allocation (FY10 YTD) Analysis (hard copy provided to
ATT)
    
    AS on 21-May-10 on siteLegal Entity Chart (hard copy provided to ATT)
    
    AS on 21-May-10 on siteKelso Sales Report  2010 (hard copy provided to ATT)
    
    AS on 21-May-10 on siteSales by Category Report  YTD April 2010 (hard copy provided to ATT)
    
    AS on 21-May-10 on siteCorrespondence received from Mallon and Co. Lawyers in relation to IP (hard
copy provided to ATT)
    
    AS on 21-May-10 on siteProduct Liability Claims correspondence from I C Frith (hard copy provided
to ATT)
    
    AS on 21-May-10 on siteClaims History Report for the period 30/6/2007 to 11/5/2010  Suncorp Policy
(hard copy provided to ATT)
    
    AS on 21-May-10 on sitePublic Liability Insurance Claim re James Gan dated 28/10/2008 (hard copy
provided to ATT)
    
    AS on 21-May-10 on sitePublic Liability Insurance Claim re Rick West dated 10/8/2007 (hard copy
provided to ATT)
    
    AS on 21-May-10 on siteClaims History Report for the period 01/1/1901 to 31/12/9999  GIO Policy
(hard copy provided to ATT)
    
    AS on 21-May-10 on siteClaim Experience Report from Vero Insurance Limited for the period
30/6/2007 to 7/5/2010 (hard copy provided to ATT)
    
    AS on 21-May-10 on siteClaims History Report for the period 01/7/1999 to 1/7/2000  Zurich
Insurance Policy (hard copy provided to ATT)
    
    AS on 21-May-10 on siteAged Accounts Receivable Trial Balance as at 30 April 2010 (hard copy
provided to ATT)
    
    AS on 21-May-10 on siteSummary of Trade Receivables 2010 (hard copy provided to ATT)
    
    AS on 21-May-10 on site
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Document Description
    
    E-mailed/provided byWestmix Financials 2010 Reforecast and 2011 Budget  21 May 2010
(attachment)
    
    AS on 21-May-10 on siteSummary of Inventory by Location as at 19 May 2010 (hard copy couriered to
ATT)
    
    AS on 21-May-10 on siteCorrespondence received from Appleby Group re Rent Review  4 Diligent Drive
Bayswater (hard copy provided to ATT)
    
    AS on 21-May-10 on siteResponse to ATT Due Diligence List  14 May 2010 (hard copy document provided
to ATT)
    
    AS on 21-May-10 on sitePro-Forma Calculation of Stock Trade Receivables and Trade Payables
Target Amounts (April Actuals) (attachment)
    
    AS on 20-May-10 at 10:02pmAccounts receivable, accounts payable and inventory target calculations
(email)
    
    AS on 20-May-10 at 10:02pmWestmix Financials 2010 Reforecast  17 May 2010 (attachment)
    
    AS on 17-May-10 at 6:19pmWestmix Forecast for year ending 30 June 2010 (email)
    
    AS on 17-May-10 at 6:19pmCo-executed copy of the NBIO (email and attachment)
    
    AS on 13-May-10 at 1:22pmExecuted NBIO (email and attachment)
    
    FD on 11-May-10 at 4:38pmMLV Real Estate Rental Assessment on 638 Casella Place Kewdale
(attachment)
    
    AS on 10-May-10 at 5:49pmExecuted NBIO  Ames True Temper (attachment)
    
    FD on 7-May-10 at 4:38pmClaims History Report (attachment)
    
    FD on 7-May-10 at 4:38pmWestmix April Sales Analysis (attachment)
    
    FD on 7-May-10 at 4:38pmIllustrative Example of Pro-Forma Calculation of Stock, Trade Receivables and
Trade Payables Target Amounts (attachment)
    
    FD on 7-May-10 at 4:38pm638 Casella Place Kewdale  Market Rental Appraisal (May 2010)
(attachment)
    
    FD on 7-May-10 at 4:38pmMcllwraith Street (12-14)  Wetherill Park  Submission (April 2010)
(attachment)
    
    FD on 7-May-10 at 4:38pmExecuted NBIO and requested information (email)
    
    FD on 7-May-10 at 4:38pmDraft Lease  Wetherill Park 21 April 2010  clean (attachment)
    
    FD on 30-Apr-10 at 6:43pmDraft Lease  Kewdale 21 April 2010  clean (attachment)
    
    FD on 30-Apr-10 at 6:43pmRevised Westmix Business Sale Agreement 30 April 2010  track
(attachment)
    
    FD on 30-Apr-10 at 6:43pmAmended Westmix Business Sale Agreement and draft lease agreements (email)
    
    FD on 30-Apr-10 at 6:43pmCommentary and discussion points on NBIO (email)
    
    FD on 25-Apr-10 at 7:17pmResponses to ATT queries on Consulting Arrangements and Kerbside Valuations
(email)
    
    AS on 21-Apr-10 at 7:35amNormalised Analysis and Adjustments  March YTD 2010 (attachment)
    
    AS on 16-Apr-10 at 10:39amIllustrative Example of Debtors and Creditors to be Assumed by Vendor
(attachment)
    
    AS on 13-Apr-10 at 6:59pmResponse to Dave Nuti query on definition of debtors and creditors (email)
    
    AS on 13-Apr-10 at 6:59pm
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Document Description
    
    E-mailed/provided bySchedule 14  Escrow Deed  12 April 2010 (attachment)
    
    FD on 12-Apr-10 at 7:21pmWestmix Business Sale Agreement  12 April 2010 (attachment)
    
    FD on 12-Apr-10 at 7:21pmWestmix Business Sale Agreement  First Draft (email)
    
    FD on 12-Apr-10 at 7:21pmSummary March sales analysis split b/w Westmix and Kelso (attachment)
    
    AS on 8-Apr-10 at 3:28pmAged Debtors Trial Balance as at 28 February 2010 (attachment)
    
    AS on 31-Mar-10 at 2:03pmResponse to Dave Nuti queries dated 30-Mar-10 (email)
    
    AS on 31-Mar-10 at 2:03pmManagement Presentation  March 2010 (hard copy provided to ATT)
    
    AS on 22-Mar-10 on siteWestmix Financials 2010 (8 months actual, 4 months budget) (provided copy
to ATT)
    
    AS on 19-Mar-10 on site2010 Normalised EBITDA Schedule (provided copy to ATT)
    
    AS on 19-Mar-10 on site2010 Payroll Analysis Schedule (provided copy to ATT)
    
    AS on 19-Mar-10 on siteNormalisation Analysis and Adjustments and Workpapers  2008 Financial
Year (post audit) (provided copy to ATT)
    
    AS on 19-Mar-10 on siteNormalisation Analysis and Adjustments and Workpapers  2009 Financial
Year (post audit) (provided copy to ATT)
    
    AS on 19-Mar-10 on siteYTD (December 2009) Summary P & L (provided hard copy to ATT)
    
    AS on 19-Mar-10 on siteWestmix Company Overview dated February 2010 (attachment)
    
    AS on 17-Feb-10 at 4:30pmKelso Brand Communication from Hills to its customers (attachment)
    
    AS on 17-Feb-10 at 4:30pmDetails of Kelso Trade Marks (attachment)
    
    AS on 17-Feb-10 at 4:30pmClarification on use of Kelso Trade Marks (email)
    
    AS on 17-Feb-10 at 4:30pmWestmix sales team structure (attachment)
    
    AS on 11-Feb-10 at 6:59pmWestmix Organisation Chart dated January 2010 (attachment)
    
    AS on 11-Feb-10 at 6:59pmWheelbarrow supplier market data dated October 2009 (attachment)
    
    AS on 11-Feb-10 at 6:59pmMap of Australia (attachment)
    
    AS on 11-Feb-10 at 6:59pmResponses to questions raised by ATT during a conference call on 6
February 2010 (email)
    
    AS on 11-Feb-10 at 6:59pmAppendix 12 (continued)  Current Westmix Catalogue (attachment)
    
    AS on 30-Jan-10 at 10:58pmWestmix Information  Appendices (Email 3 of 3) (email)
    
    AS on 30-Jan-10 at 10:58pmAppendix 12  Proposed Kelso Catalogue (attachment)
    
    AS on 30-Jan-10 at 10:58pmAppendix 11  Sales by Category (attachment)
    
    AS on 30-Jan-10 at 10:58pmAppendix 10 (continued)  Deed of Assignment (attachment)
    
    AS on 30-Jan-10 at 10:58pmWestmix Information  Appendices (Email 2 of 3) (email)
    
    AS on 30-Jan-10 at 10:58pmAppendix 10  Westmix and Kelso Patent Registrations (attachment)
    
    AS on 30-Jan-10 at 10:58pmAppendix 9  Fixed Assets Register (attachment)
    
    AS on 30-Jan-10 at 10:58pmAppendix 8  Westmix HP Report  Westpac (attachment)
    
    AS on 30-Jan-10 at 10:58pm
 91




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Document Description
    
    E-mailed/provided byAppendix 7  Westmix Organisational Chart (attachment)
    
    AS on 30-Jan-10 at 10:58pmAppendix 6  Freight and Import Charges (attachment)
    
    AS on 30-Jan-10 at 10:58pmAppendix 5  Supplier List and Purchases (attachment)
    
    AS on 30-Jan-10 at 10:58pmAppendix 4  Top 10 Customer Sales and Margins (attachment)
    
    AS on 30-Jan-10 at 10:58pmAppendix 3  Kelso Sales Analysis (attachment)
    
    AS on 30-Jan-10 at 10:58pmAppendix 2  Kelso Sale and Purchase Agreement (attachment)
    
    AS on 30-Jan-10 at 10:58pmAppendix 1  Nationwide Sales Report (attachment)
    
    AS on 30-Jan-10 at 10:58pmWestmix Information  Appendices (Email 1 of 3) (email)
    
    AS on 30-Jan-10 at 10:58pmNormalised EBITDA Analysis  2009 Financial Year (attachment)
    
    AS on 30-Jan-10 at 10:58pmNormalised EBITDA Analysis  2008 Financial Year (attachment)
    
    AS on 30-Jan-10 at 10:58pmResponse to Ames True Temper (attachment)
    
    AS on 30-Jan-10 at 10:58pmWestmix Audited Financial Statements  2009 Financial Year (attachment)
    
    AS on 30-Jan-10 at 10:58pmWestmix Information  Response to initial request for information (email)
    
    AS on 30-Jan-10 at 10:58pm
 92




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Pre-stocktake physical procedures (to be performed prior to the stocktake)
 
    
    Warehouse stock to be labelled with pre-coded stickers (i.e. stock labelled with
corresponding stocklist item code);
 
    
    Bulk or slow moving stock can be pre-counted (if appropriate);
 
    
    To the extent that is practical/possible, identical stock items to be physically grouped
together in warehouse;
 
    
    Preparation of a master chart identifying major stock items geographical location in
warehouse;
 
    
    Shutdown manufacturing and assembly process. Allow sufficient time to convert any semi-assembled/manufactured products into finished goods (i.e. only finished goods or raw materials
should remain prior to stocktake commencement);
 
    
    Ensure all stock that is being written off and disposed off has been physically removed;
 
    
    Notify suppliers and customers of close of business for stocktake  ensure no deliveries or
orders during stocktake period;
 
    
    Ensure accurate quarantine of goods:
 
    
    Goods received post cut-off should be positioned in a pre-deterrnined area;
    
    Goods to be dispatched post cut-off should be positioned in a pre-determined area;
 
    
    Prepare pre-numbered count sheets;
    
    Prepare a control listing of count sheets, so that as each sheet is distributed to staff it can be noted who has the
sheet, and can be ticked off as they return it (to ensure no sheet is lost and excluded from the final stock figures).
 Pre-stocktake accounting procedures (to be performed prior to the stocktake)
 
    
    Incomplete picking slips are to be removed from system (these can be re-entered at the
completion of the stocktake);
 
    
    Ensure all orders are accounted for, complete and entered;
 
    
    Ensure all received stock is receipted and all shipments are completed;
 
    
    Close internal accounting system (i.e. System 77) the night before the stocktake from further
processing and undertake back up of system;
 
    
    Outbound stock cut-off procedures  no picking slips should be generated that are unable to
be picked and shipped prior to stocktake. In the event there are incomplete picking slips
(i.e. the picking slip is generated but the stock is not yet picked), these should be
reconciled to System 77 (that is, the system should show the stock as being committed to a
customer, but not yet taken out of stock);
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
    
    Inbound stock cut-off procedures  all invoices and delivery dockets should be entered into
the system prior to the stock count. In the event that an invoice is received but the stock
has not yet been received, the invoice should be held over until after stocktake.
 Stocktake physical procedures (to be performed from the day of the stocktake onwards)
 
    
    Record details of dates and times of stocktake, including names of employees or staff
responsible for supervising the stocktake;
 
    
    Stocktake should be conducted in a methodical manner (i.e. warehouse should be divided into
sections/lanes with allocated staff counting from one end to the other);
 
    
    Stock counters should work in teams of two (i.e. one counting the stock and the other
recording the count);
 
    
    Staff in each warehouse should be allocated to supervise the count. These staff should conduct
spot counts and confirm their count numbers back to the teams count (the count sheet should
contain another column for the supervisor to sign off or enter his count number in);
 
    
    Ensure each stock line is clearly marked whilst counting;
 
    
    Ensure all pre-printed, numbered count sheets are returned to supervising staff member;
 
    
    Ensure all goods are counted only once (i.e. you may wish to attach coloured stickers to
stock items as they are counted in order to identify the counted items);
 
    
    Ensure detailed instructions are given to staff in relation to the accurate description of
items and for determination of quantities by count, weight or other measurement. Staff count
should clearly note measurement method (ie. instead of simply writing 12 the count should
show 12 units, 12 kgs, 12 cartons, or whatever the appropriate measurement is);
 
    
    For high volume, low value items (ie. nuts, bolts, small components, etc) where counting
individually is inefficient, these may be measured by weight (i.e. one bolt weighs 10 grams,
the entire container of bolts weights 15kgs, therefore there are approximately 1,500 bolts);
 
    
    Damaged or obsolete stock for which the net realisable value is below cost need to be
identified in the stock count:
 
    
    Damaged stock will need to be separately identified by the warehouse
manager prior to the stocktake  at the conclusion of the stocktake,
management should assess whether the stock has any recoverable value,
and the stock should be written down accordingly. Stock with no
recoverable value should be written off completely;
    
    System 77 allows management to run a report showing slow moving stock
items. At the conclusion of the stocktake, management should run a
report showing all slow moving items (for the sake of the exercise,
lets say any stock items where less than 5 items have been used in
the past 12 months). Management should assess each item and where it
is unlikely that the items can be used, they should be written down to
nil;
 
    
    Stock in transit  where the stock reports identify stock in transit,
it is clearly not possible to count this stock. In lieu of being able
to count the stock, management should provide both the purchase
invoice and evidence of payment for the stock (i.e. bank transfer), as
a means
 95




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of ascertaining that the stock does exist, and that Westmix has the
legal rights to the stock (i.e. has paid for it);
    
    Stock in transit (internal transfers)  where the stock reports
identify stock being transferred between locations within Australia,
management should provide the documentation for the transfer out of
stock, and the documentation for the stock being transferred in to its
new location. The dates on this documentation should support
managements assertion that the stock was in transit on stocktake date
and was unable to be counted;
    
    Prepaid Stock  where the Company has placed an order for stock and
paid for this stock but the stock has not been shipped, it is clearly
not possible to count this stock. In lieu of being able to count the
stock, management should provide both the purchase order and evidence
of payment for the stock (i.e. bank transfer), as a means of
ascertaining that the stock does exist, and that Westmix has the legal
rights to the stock (i.e. has paid for it);
    
    Complete recount of any items with material discrepancies (note this
is to be conducted by different counts teams).
 Stocktake accounting procedures (to be performed from the day of the stocktake onwards)
 
    
    The use of System 77 should be restricted to the entering of stocktake (i.e. no movement of
stock or order dispatching should be attempted as this can corrupt the stocktake process);
 
    
    Prepare stocktake in System 77 (in accordance with System 77 procedures attached);
 
    
    Upon completion of the stocktake, data entry staff should enter the counts into System 77 (in
accordance with System 77 stocktake procedures attached);
 
    
    Prepare report showing stock discrepancies- this will determine whether discrepancies outside
of preset tolerances trigger a recount of particular stock items or locations;
 
    
    Investigate and provide reasons for material discrepancies from count;
 
    
    At the conclusion of the stocktake, and once all large variances have been investigated, the
stocktake should be completed in System 77 (that is, the actual counted quantities should be
entered into the system to replace the previous system quantities). A final stock report can
then be generated, showing all stock items on hand, at the quantities that were counted by
staff.
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HOW TO DO A STOCK TAKE (IN SYSTEM 77)
 From main menu
 Inventory
 From Inventory menu
 Stock take
 From inventory stocktake
 Create Stock take records
  Stock take should be done by either category or inventory.
  (always choose NO)
   Remember the next sequence number.
  Print forms
   Enter stock
 This will open stock take auto entry window.
  This will open another stock take auto entry window.
    Variation report
  97




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##### 



Variance update
     NSW  VIC  QLD  SA  WA  NT  TAS
  Update report
  98




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##### 



NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
    Basis of Preparation
          Reporting Basis and Conventions
   Accounting Policies
 a.
    
    Income TaxThe income tax expense (revenue) for the year comprises current income tax expense (income)
and deferred tax expense (income).Current income tax expense charged to the profit or loss is the tax payable on taxable income
calculated using applicable income tax rates enacted, or substantially enacted, as at
reporting date. Current tax liabilities (assets) are therefore measured at the amounts
expected to be paid to (recovered from) the relevant taxation authority.Deferred income tax expense reflects movements in deferred tax asset and deferred tax
liability balances during the year as well unused tax losses.Current and deferred income tax expense (income) is charged or credited directly to equity
instead of the profit or loss when the tax relates to items that are credited or charged
directly to equity.Deferred tax assets and liabilities are ascertained based on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the financial
statements. Deferred tax assets also result where amounts have been fully expensed but future
tax deductions are available. No deferred income tax will be recognised from the initial
recognition of an asset or liability, excluding a business combination, where there is no
effect on accounting or taxable profit or loss.
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##### 



Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply
to the period when the asset is realised or the liability is settled, based on tax rates
enacted or substantively enacted at reporting date. Their measurement also reflects the manner
in which management expects to recover or settle the carrying amount of the related asset or
liability.Deferred tax assets relating to temporary differences and unused tax losses are recognised
only to the extent that it is probable that future taxable profit will be available against
which the benefits of the deferred tax asset can be utilised.Current tax assets and liabilities are offset where a legally enforceable right of set-off
exists and it is intended that net settlement or simultaneous realisation and settlement of
the respective asset and liability will occur. Deferred tax assets and liabilities are offset
where a legally enforceable right of set-off exists, the deferred tax assets and liabilities
relate to income taxes levied by the same taxation authority on either the same taxable entity
or different taxable entities where it is intended that net settlement or simultaneous
realisation and settlement of the respective asset and liability will occur in future periods
in which significant amounts of deferred tax assets or liabilities are expected to be
recovered or settled.b.
    
    InventoriesInventories are measured at the lower of cost and net realisable value. The cost of
manufactured products includes direct materials, direct labour and an appropriate portion of
variable and fixed overheads. These costs are assigned to inventory at each balance date
rather than on a progressive basis. See Note 7 for further detail.c.
    
    Property, Plant and EquipmentEach class of property, plant and equipment is carried at cost or fair value as indicated
less, where applicable, any accumulated depreciation and impairment losses.Plant and equipmentPlant and equipment are measured on the cost basis.The carrying amount of plant and equipment is reviewed annually by directors to ensure it is
not in excess of the recoverable amount from these assets. The recoverable amount is assessed
on the basis of the expected net cash flows that will be received from the assets employment
and subsequent disposal. The expected net cash flows have been discounted to their present
values in determining recoverable amounts.DepreciationThe depreciable amount of all fixed assets is depreciated on either a straight-line or
diminishing-value basis over the assets useful life to the company commencing from the time
the asset is held ready for use.The depreciation rates used for each class of depreciable assets are:
 Class of Fixed Asset
    
    Depreciation RatePlant & Equipment
    
    7.5  40% (diminishing)Motor Vehicles
    
    7.5  20% (diminishing)Office Furniture
    
    15  50% (diminishing)
 The assets residual values and useful lives are reviewed, and adjusted if appropriate, at
each balance sheet date.An assets carrying amount is written down immediately to its recoverable amount if the
assets carrying amount is greater than its estimated recoverable amount.Gains and losses on disposals are determined by comparing proceeds with the carrying amount.
These gains or losses are included in the income statement. When revalued assets are sold,
amounts included in the revaluation reserve relating to that asset are transferred to retained
earnings.
 100




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##### 



d.
    
    LeasesLeases of fixed assets where substantially all the risks and benefits incidental to the
ownership of the asset, but not the legal ownership that are transferred to the company are
classified as finance leases.Finance leases are capitalised by recording an asset and a liability at the lower of the
amounts equal to the fair value of the leased property or the present value of the minimum
lease payments, including any guaranteed residual values. Lease payments are allocated between
the reduction of the lease liability and the lease interest expense for the period.Leased assets are depreciated on a straight-line basis over the shorter of their estimated
useful lives or the lease term.Lease payments for operating leases, where substantially all the risks and benefits remain
with the lessor, are charged as expenses in the periods in which they are incurred.e.
    
    Financial AssetsRecognition and Initial MeasurementFinancial instruments, incorporating financial assets and financial liabilities, are
recognised when the entity becomes a party to the contractual provisions of the instrument.
Trade date accounting is adopted for financial assets that are delivered within timeframes
established by marketplace convention.Financial instruments are initially measured at fair value plus transactions costs where the
instrument is not classified as at fair value through profit or loss. Transaction costs
related to instruments classified as at fair value through profit or loss are expensed to
profit or loss immediately. Financial instruments are classified and measured as set out
below.Classification and Subsequent Measurement
 (i)
    
    Financial assets at fair value through profit or loss
 Financial assets are classified at fair value through profit of loss when they are held for
trading for the purpose of short term profit taking, where they are derivatives not held for
hedging purposes, or designated as such to avoid an accounting mismatch or to enable
performance evaluation where a group of financial assets is managed by key management
personnel on a fair value basis in accordance with a documented risk management or investment
strategy. Realised and unrealised gains and losses arising from changes in fair value are
included in profit or loss in the period in which they arise.
 (ii)
    
    Loans and receivables
 Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market and are subsequently measured at amortised cost using
the effective interest rate method.
 (iii)
    
    Held-to-maturity investments
 Held-to-maturity investments are non-derivative financial assets that have fixed maturities
and fixed or determinable payments, and it is the entitys intention to hold these investments
to maturity. They are subsequently measured at amortised cost using the effective interest
rate method.
 (iv)
    
    Availabie-for-sale financial assets
 Available-for-sale financial assets are non-derivative financial assets that are either
designated as such or that are not classified in any of the other categories. They comprise
investments in the equity of other entities where there is neither a fixed maturity nor fixed
or determinable payments.
 (v)
    
    Financial Liabilities
 Non-derivative financial liabilities (excluding financial guarantees) are subsequently
measured at amortised cost using the effective interest rate method.
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##### 



(vi)
    
    Fair value
 Fair value is determined based on current bid prices for all quoted investments. Valuation
techniques are applied to determine the fair value for all unlisted securities, including
recent arms length transactions, reference to similar instruments and option pricing models.f.
    
    Impairment of AssetsAt each reporting date, the company reviews the carrying values of its tangible and intangible
assets to determine whether there is any indication that those assets have been impaired. If
such an indication exists, the recoverable amount of the asset, being the higher of the
assets fair value less costs to sell and value in use, is compared to the assets carrying
value. Any excess of the assets carrying value over its recoverable amount is expensed to the
income statement.Impairment testing is performed annually for goodwill and intangible assets with indefinite
lives.Where it is not possible to estimate the recoverable amount of an individual asset, the
company estimates the recoverable amount of the cash-generating unit to which the asset
belongs.g.
    
    Employee BenefitsProvision is made for the companys liability for employee benefits arising from services
rendered by employees to balance date. Employee benefits that are expected to be settled
within one year have been measured at the amounts expected to be paid when the liability is
settled, plus related on-costs. Employee benefits payable later than one year have been
measured at the present value of the estimated future cash outflows to be made for those
benefits.h.
    
    ProvisionsProvisions are recognised when the company has a legal or constructive obligation, as a result
of past events, for which it is probable that an outflow of economic benefits will result and
that outflow can be reliably measured.i.
    
    Cash and Cash EquivalentsCash and cash equivalents include cash on hand, deposits held at call with banks, other
short-term highly liquid investments with original maturities of three months or less, and
bank overdrafts. Bank overdrafts are shown within financial liabilities in current liabilities
on the balance sheet.j.
    
    Revenue and Other IncomeRevenue is measured at the fair value of the consideration received or receivable after taking
into account any trade discounts and volume rebates allowed. Any consideration deferred is
treated as the provision of finance and is discounted at a rate of interest that is generally
accepted in the market for similar arrangements. The difference between the amount initially
recognised and the amount ultimately received is interest revenue.Revenue from the sale of goods is recognised at the point of delivery as this corresponds to
the transfer of significant risks and rewards of ownership of the goods and the cessation of
all involvement in those goods.Interest revenue is recognised using the effective interest rate method, which, for floating
rate financial assets is the rate inherent in the instrument. Dividend revenue is recognised
when the right to receive a dividend has been established.All revenue is stated net of the amount of goods and services tax (GST).k.
    
    Borrowing CostsBorrowing costs directly attributable to the acquisition, construction or production of assets
that necessarily take a substantial period of time to prepare for their intended use or sale,
are added to the cost of those assets, until such time as the assets are substantially ready
for their intended use or sale.
 102




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##### 



All other borrowing costs are recognised in income in the period in which they are incurred.I.
    
    Goods and Services Tax (GST)Revenues, expenses and assets are recognised net of the amount of GST, except where the amount
of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances
the GST is recognised as part of the cost of acquisition of the asset or as part of an item of
the expense. Receivables and payables in the balance sheet are shown inclusive of GST.Cash flows are presented in the cash flow statement on a gross basis, except for the GST
component of investing and financing activities, which are disclosed as operating cash flows.m.
    
    Comparative Figures
  Critical Accounting Estimates and Judgments
  NOTE 6: TRADE AND OTHER RECEIVABLES
  Included in the trade receivables amount is a directors estimate of potential non-recoverable
debtors. The provision is calculated as 50% of all 90 day debtors, plus 25% of all 60 day debtors.
 NOTE 7: INVENTORIES
   103




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##### 



Vehicle Type
    
    Make
    
    Model
    
    Registration
    
    Assigned to:Car
    
    Holden
    
    Statesman
    
    1BIA956
    
    Jewell CantoneCar
    
    Holden
    
    Statesman
    
    TDQ145
    
    Salvatore CantoneCar
    
    Holden
    
    Statesman
    
    TDQ146
    
    Giuseppe CantoneCar
    
    Holden
    
    Caprice
    
    1CPS242
    
    Michelangelo CantoneTractor
    
    Antonio Carraro
    
    TF8400
    
    1CGU642
    
    Michelangelo CantoneCar
    
    BMW
    
    E90
    
    1DDB575
    
    Michelangelo CantoneCar
    
    BMW
    
    E90
    
    1DDB577
    
    Andrew Brown
 104




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##### 



105




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##### 



106




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##### 



Executed as an Agreement:EXECUTED by WEST BARROWS MIX PTY
    
    
    )LTD(ACN 059 493 284) in accordance with
    
    
    )section 127 of the Corporations Act
    
    
    )/s/ Michelangelo Cantone
    
    
    
    
    
    /s/ Jewell CantoneDirector
    
    
    
    
    
    DirectorMICHELANGELO CANTONE
    
    
    
    
    
    JEWELL CANTONEName of Director
    
    
    
    
    
    Name of Director(BLOCK LETTERS)
    
    
    
    
    
    (BLOCK LETTERS)EXECUTED by AMES TRUE TEMPER
    
    
    )AUSTRALIA PTY LTD (ACN 144 018 280)
    
    
    ))/s/ Duane R. Greenly
    
    
    
    
    
    /s/ Paul R. JonesDirector/Company Secretary
    
    
    
    
    
    DirectorDUANE R. GREENLY
    
    
    
    
    
    PAUL R. JONESName of Director/Company Secretary
    
    
    
    
    
    Name of Director(BLOCK LETTERS)
    
    
    
    
    
    (BLOCK LETTERS)SIGNEDby Michelangelo Cantonein the
    
    
    )presence of:
    
    
    ))/s/ Peter Williams
    
    
    
    
    
    /s/ Michelangelo CantoneWitness Signature
    
    
    
    
    
    SignaturePeter WilliamsWitness Name7 Foxtail Mall Stirling WAWitness AddressAccountantWitness Occupation
 107




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##### 



SIGNEDby Jewell Cantonein the presence of:
    
    
    )))/s/ Peter Williams
    
    
    
    
    
    /s/ Jewell CantoneWitness Signature
    
    
    
    
    
    SignaturePeter WilliamsWitness Name7 Foxtail Mall Stirling WAWitness AddressAccountantWitness Occupation
 108