**Exhibit 10.47**

 

**DOCUMENT COMPLETION CERTIFICATE**

 
| To                        |   | BB Norwest - Sukhi Singh (DN100560046) | BSB    |              | 032047     |                                    | Mgr—No.    |     |   |
|---------------------------|--------|----------------------------------------|--------|-------------------|------------|-----------------------------------------|-----------------|----------|--------|
|                      |   |                                   |   |              |       |                                    |            |     |   |
| Customer                  |   | Bushmans Group Pty Ltd ACN 090 744 022 |   |              |       | Z No.                                   |            | 91991558 |
|                      |   |                                   |   |              |       |                                    |            |     |
| Total  Facility  Approved |   | $836,745.00                            |   | Date of  Approval | 31/01/2008 | Amount of increase (+)  or decrease (-) | (+) $836,745.00 |
|                           |        |                                        |        |                   |            |                                         |                 |          |        |  |  |  |

 

**BEFORE THIS MATTER CAN PROCEED TO SETTLEMENT/ DRAWDOWN**

 

1.**   **The security documentation relevant to the above matter, listed on thereverse of this certificate, is in order for signing by customers and otherrelevant parties.

 

2.**    ****If customer is a Company,documents are to be executed without seal. If the customer advises that thecompany seal must be used, the documents will need to be reissued with thecorrect execution clause for signing under seal.**

 

3.**   **The outstanding matters detailed on thereverse of this certificate require your attention BEFORE this matter canproceed to settlement/drawdown. Alternatively, Credit approval must be obtainedto waive these requirements, OR, defer follow-up until after drawdown.

 
| **Securities  Officer (signature):** | ** **                      |
|--------------------------------------|---------------------------------|
|                                 |
| **Name:  William Widjaja**           | **Date:  27 January 2008** |
| ** **                           |
| **Phone  number: 02 87673234**       | **Desk  location number:**      |
|                                      |                                 |  |

 

**SALESMANAGER / RESPONSIBLE OFFICER SIGN OFF**

 

**The security documents have been executed by the customer; AND,**

 

**all conditions of approval (including hindsight review whereapplicable) and outstanding matters listed on the REVERSE are EITHER satisfied(and attached where appropriate), OR Credit Approval is held to waive or deferfollow-up.**

 

**PLEASE RETURN EXECUTED DOCUMENTATION AND THIS FORM COMPLETED ANDSIGNED OFF.**

 
| **Sales  Manager/Responsible Officer (signature):** | /s/  Sukhi Singh |
|-----------------------------------------------------|------------------|

 
| **Name:**  | Sukhi Singh | ** ** | **Date:**  | **12-02-08** |
|------------|-------------|------------|------------|--------------|
| ** ** | ** **  | ** ** |
| **XTN:**   | ** **  | ** ** | ** ** |
|            |             |            |            |              |  |

 

**DRAWDOWN DATE REQUIRED:**/s/****SukhiSingh

 

**GENERAL/SPECIAL INSTRUCTIONS**

 

Please contact NAB for discharge of FFC.

 

**CREDITAPPROVAL (if applicable)**

 

**The outstanding matters indicatedon the reverse of this form (by initial), are EITHER waived for the purpose of drawdownOR, Credit Approval is given to defer follow-up. The SALES MANAGER must clearoutstanding items as indicated by                               (date).**

 
| **Credit  Officer (signature):** | ** ** |
|----------------------------------|------------|
| ** **                       |
| **Name:**                        | ** ** | ** ** | **Date:** | ** ** |
| ** **                       |
| **XTN:**                         | ** ** | ** ** |
|                                  |            |  |  |  |  |  |  |

 

**A COPY OF THE COMPLETED FORM (ALL PAGES) MUST BE KEPT ONTHE MANAGERIAL FILE**

 

----

 

**DOCUMENTCOMPLETION CERTIFICATE**

 

**LIST OF DOCUMENTS ATTACHED:**

 

**PLEASE HAVE THE DOCUMENTS BELOW EXECUTED.**

 
| BFA x3                   |   | MCP                                       |
|--------------------------|--------|-------------------------------------------|
| LD175 - Channell Pty Ltd |   | LE171 & LE174 - Channell Pty Ltd |
| LE213                    |   |                                      |

 

**OUTSTANDING MATTERS:**

 

**THESE ITEMS MUST BE ACTIONED BEFORE SETTLEMENT & DRAWDOWN CANGO AHEAD.**

 
| **Loan Centre Use**                                                                                                                                                                                                                                            | ** ** | **Manager Use**                 | ** ** | **Credit Centre Use**               |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------|------------|-----------------------------------------------|
| **Outstanding Matters**                                                                                                                                                                                                                                             | ** ** | **Satisfied/  Attached  (initials)** | ** ** | **APPROVED****Follow-up  Waived  (initials)** | ** ** | **APPROVED  Follow-up  Post drawdown  **  (initials)** |
| Banker’s Undertaking signed by attorney in escrow - subject to manager  obtaining customer’s execution of all security documents and Customer  Indemnity, and all other outstanding matters being attended to before the  Banker’s Undertaking is issued. |       |                                 |       |                                          |   |   |
| Pls ensure all docs are signed and return                                                                                                                                                                                                                                |       |                                 |       |                                          |   |   |
| Pls ensure to return to us the GX copy for loading                                                                                                                                                                                                                       |       |                                 |       |                                          |   |   |
| Many Thanks                                                                                                                                                                                                                                                              |       |                                 |       |                                          |   |   |

 

**Recommendation To Credit*(Manager Use Only)***

 

 

----

********         ****THE SALES MANAGER IS RESPONSIBLE FOR COMPLETING OUTSTANDING MATTERSAFTER DRAWDOWN AS INDICATED ABOVE.**

 

----

 
|  |   | Westpac Banking Corporation ABN 33 007 457 141 |
|--|--------|------------------------------------------------|

 

BANK COPYPlease Sign and Return

 
|                    |   | BFS  Sales Support NSW   |
|-------------------------|--------|--------------------------|
|                    |   | 1  King Street           |
|                    |   | Concord  West NSW 2138   |
|                    |   |
|                    |   | Telephone  0409 221 537  |
|                    |   | Facsimile  (02)9836 1292 |
| The  Secretary          |   | Our  Ref: 100553695      |
| Bushmans  Group Pty Ltd |   | Your  Ref: 91991558      |
| 1/171  Brisbane Road    |   |
| Mooloolaba  QLD 4557    |   | 31  January 2008    |

 

DearSir/ Madam,

 

Thankyou for the opportunity to discuss your finance requirements. I am pleased toadvise that your request for finance has been approved. Full details regardingyour Facilities are detailed in the attached Business Finance Agreement.

 

Wouldyou kindly sign and return the duplicate Business Finance Agreement to acceptthis finance offer.

 

Weappreciate the opportunity to provide your finance on this occasion and lookforward to being of assistance to you in the future.

 

Ifyou have any questions about any aspect of your finance or the attacheddocumentation, please do not hesitate to contact me.

 

 
| Yours  sincerely,            |
|------------------------------|
|                         |
|                         |
| /s/ Sukhi  Singh             |   |
| Sukhi  Singh                 |
| Senior  Relationship Manager |
| 0409  221 537                |

 
|   | *www.* westpac.com.au |
|--------|-----------------------|

 

----

 
| **Westpac Banking Corporation** | ABN 33 007 457 141 |
|---------------------------------|--------------------|
| ** **                      |               |
| **Business Finance Agreement**  |               |

 

31 January 2008

 

To:Bushmans Group Pty Ltd ACN: 090 744 022

 

Weare pleased to offer finance as detailed in the following sections and attachmentsto this letter:

 
| · | **FINANCE DETAILS**                                                                                                                                                                                                                                                                           | ** ** | **Page 2**  |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|
|   | This  schedule details the Facilities, including the finance amount, term,  repayment arrangements, interest rate and fees payable.                                                                                                                                                           |       |             |
|   |                                                                                                                                                                                                                                                                                          |       |             |
| · | **DETAILS OF FEES & CHARGES**                                                                                                                                                                                                                                                        | ** ** | **Page 4**  |
|   | This  schedule displays details of the fees and charges payable, and how they are  calculated.                                                                                                                                                                                                |       |             |
|   |                                                                                                                                                                                                                                                                                          |       |             |
| · | **TERMS OF FINANCE OFFER**                                                                                                                                                                                                                                                                    | ** ** | **Page 6**  |
|   | These  are terms specific to your finance arrangements.                                                                                                                                                                                                                                       |       |             |
|   |                                                                                                                                                                                                                                                                                          |       |             |
| · | **ACKNOWLEDGEMENT & ACCEPTANCE**                                                                                                                                                                                                                                                     | ** ** | **Page 10** |
|   | This  section must be signed and returned to accept this finance offer.                                                                                                                                                                                                                       |       |             |
|   |                                                                                                                                                                                                                                                                                          |       |             |
| · | **ADDITIONAL ATTACHMENTS**                                                                                                                                                                                                                                                                    |       |             |
|   |                                                                                                                                                                                                                                                                                          |       |             |
|   | **Product Schedules**                                                                                                                                                                                                                                                                         |       |             |
|   | These  contain information specific to certain types of Facilities. If all of the  details you need to know about a Facility are contained in the Finance Details,  that Facility will not have a separate Product Schedule. The attached Product  Schedules relevant to your Facilities are: |       |             |
|   | ·     **Banker’s Undertaking**                                                                                                                                                                                                                                  | ** ** |             |
|   |                                                                                                                                                                                                                                                                                          |       |             |
|   | **General Conditions Booklet version 3, dated 03/2003 (the  “booklet”)**                                                                                                                                                                                                            |       |             |
|   | This  booklet contains terms and conditions that apply to all borrowers.                                                                                                                                                                                                                      |       |             |

 

Fordefinitions of terms used in this letter please refer to your booklet.

 

ThisAgreement only applies to the Facilities listed in the attached FinanceDetails.

 

1

----

 

**Finance Details**

 
| **Borrower’s Name** | ** ** | **Bushmans Group****Pty Ltd ACN: 090 744 022**                       |
|--------------------------|------------|----------------------------------------------------------------------|
| ** **               | ** ** | ** **                                                           |
| **Facility A**      | ** ** | **Banker’s Undertaking - Individual Limit** | ** ** | ** ** |
| ** **               | ** ** | ** **                                                           | ** ** | ** ** |
| Purpose                  |       | For  Rental Bond                                                     |   |   |   |   |
|                          |            |                                                                      |  |  |  |  |

 
| Existing  Limit  |   | $ | Nil        |   |   |
|------------------|--------|---|------------|--------|--------|
| Change  in Limit |   | $ | +86,744.89 |   |   |
| Resultant  Limit |   | $ | 86,744.89  |   |   |

 
| **Payment  Details** |       |                                                                     |   |                             |   |                                                                                                                                                               |
|----------------------|------------|--------------------------------------------------------------------------|--------|----------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **           |       |                                                                     |   |                             |   |                                                                                                                                                               |
| Payment  Type        |       | On  Demand                                                               |   |                             |   |                                                                                                                                                               |
|                 |       |                                                                     |   |                             |   |                                                                                                                                                               |
| **Facility  Fee(s)** |       |                                                                     |   |                             |   |                                                                                                                                                               |
| ** **           |       |                                                                     |   |                             |   |                                                                                                                                                               |
| Facility  Fee Type   |       | Service  Fee                                                             |   | Amount &  Accrual Cycle |   | (1.25%)  per half year in advance. The minimum fee is $100 (which is subject to change).  The Service Fee is charged six monthly in advance and is non-refundable. |
|                 |       |                                                                     |   |                             |   |                                                                                                                                                               |
| **Facility B**  | ** ** | **Westpac Equipment Finance - Revolving Limit** |

 
| Existing  Limit  |   | $ | Nil         |   | The  terms and conditions including any security details for this facility have  been provided to you separately. |
|------------------|--------|---|-------------|--------|-------------------------------------------------------------------------------------------------------------------|
| Change  in Limit |   | $ | +750,000.00 |   |                                                                                                              |
| Resultant  Limit |   | $ | 750,000.00  |   |                                                                                                              |

 

**The following specific conditions apply to this Borrower’sFacilities:-**

 

The Bank will require execution of ASIC form 312 by Australian ExecutorTrustees Limited to release assets purchased by Bushmans Group Pty Ltd underWestpac Equipment finance.

 

You must provide the following reports to us, certified by the director/ principal, on a half yearly basis commencing 15/8/2008. These reports are tobe provided within 45 days of the corresponding balance date 30/6 and 31/12 andare to include:

 

1)     Balance Sheet/Trading profit & lossstatements (including year to date figures).

2)     Aged debtor & creditor listing.

3)     Cash flow budget (including historical results vsbudget year to date and forward projections for at least the next 12 months).

4)     Comments on any material variation to plan andsteps taken to correct these.

5)     Our “Working Asset Statement” (your manager willprovide you with the standard form for completion).

 

2

----

 

**The Facilitiesfor this Borrower will be secured by the following:-**

 
| **Status**  | ** ** | **Details**                                                                                          |
|-------------|------------|------------------------------------------------------------------------------------------------------|
| ** **  | ** ** | ** **                                                                                           |
| **Offered** |       | $836,745.00  Limited Guarantee by Channell Pty Ltd ACN 002 735 622 supported by                      |
|        |       |                                                                                                 |
| **Offered** |       | Fixed  and Floating Charge by Channell Pty Ltd ACN 002 735 622 over all assets and  uncalled capital |

 

3

----

 

**Details of Fees &**Charges**

 

**What are the set up costs for this finance?**

 
| **Lender**                        | ** ** | ** ** | ** ** |
|-----------------------------------|------------|------------|------------|
| Establishment Fee            | ** ** | $          | 500.00     | ** ** |
| **Total (excludes ongoing fees)** | ** ** | **$**      | **500.00** | ** ** |

** **

**Do property valuation fees apply?**

 

We may, at any time, obtain a valuation of any new security property oran updated valuation of any existing security property from a Licensed Valuer.If we do, you will have to pay for the valuation. We will advise you before wedo so. The cost may be debited to one of your accounts.

 

**Is the amount of these fees and chargeslikely to vary?**

 

The fees and charges quoted above are indicative of what is payable tous and/or to the Government.

 

Should we be required to pay additional Government charges in relationto the security documentation and they are not quoted above, then you will berequired to cover these costs. Any fees or charges not paid by you (orauthorised for payment) after acceptance of this offer may be debited to any ofyour accounts.

 

If the Facilities or Securities are complicated in nature, we mayinstruct our solicitors to prepare the Securities. If so, you will have to paytheir costs and disbursements. An estimate of the amount payable will beprovided to you on request.

 

If you increase, extend or vary a Facility, additional fees and chargesmay apply.

 

**What happens if the Agreement does notproceed?**

 

·      You will be responsible for payment of any legalfees and disbursements incurred up to that time; and

 

·      You may be required to pay,or we may keep (or debit any of your accounts with) any other fees and chargesincurred, which would have been payable under the Agreement.

 

If, after accepting this offer, you decide not to proceed, we areentitled to retain the Establishment Fee, but part of the Establishment Fee maybe refunded to you. As you will appreciate, the funds retained will be used tocompensate us for work completed up to the point of you notifying us that theFacilities are no longer required.

 

**How are the ongoing fees and charges on myfacilities calculated?**

 

The Finance Details set out each fee applicable to your Facilities, andthe amounts or rates of those fees. The method of calculation and charging forthese fees is detailed below.

 

**Banker’s Undertaking**

 

**Service Fee**iscalculated as a percentage of the value of each Banker’s Undertaking issued,with a minimum fee of currently $100.00, but subject to change. The Service Feeis charged six monthly in advance and is non-refundable.

 

4

----

 

**Establishment fee**ispayable for each additional Banker’s Undertaking issued under a Banker’sUndertaking Revolving Limit. This fee is currently $100.00, but subject to change.The fee is charged on issue of the additional Banker’s Undertaking.

 

**Banker’s Undertaking Demand Processing Fee**of$250 is payable each time the Bank is required to make payment (either full orin part) in response to a demand received from a Favouree under a Banker’sUndertaking.

 

5

----

 

**Terms of Finance Offer**

 

**What do I need to do before the finance willbe available to me?**

 

This offer of finance is subject to the following conditions. You needto:

 

·      acceptthis offer (See “How can I accept this finance offer?”)

 

·      paythe Establishment Fee

 

·      supplya statement signed by each corporate Guarantor, satisfactory to us, as to thecommercial benefit it will receive as a result of giving any Collateral Security

 

·      completeand sign any new security documentation to our satisfaction

 

·      inorder for us to accept a guarantee as security, the Guarantor will need to meetwith one of our representatives without you being present. The Guarantor willalso need to obtain independent legal advice from an independent lawyer(neither yours nor ours) who will provide us with a certificate to the effectthat the Guarantor fully understands and agrees to the terms of the newguarantee. (please note that we will not be responsible for the cost of thatadvice - the lawyer’s costs are the responsibility of you or the guarantor). AGuarantee Document Preparation Fee also applies.

 

**Do I have to provide Security?**

 

This is not an agreement to give Security. However, unless a Facilityis stated as unsecured in the Finance Details, we will not provide any Facilityuntil you do so.

 

**When will my finance arrangements bereviewed?**

 

We may review each Facility:

 

·      annually and

·      at any other time aftergiving notice to you.

 

Refer to your booklet for further information.

 

**What should I know about interest rates andmargins?**

 

Where an interest rate applies to a Facility:

 

·      interestwill be calculated on the daily balance owing in the loan account from thefirst day of drawing to the date of repayment

·      ifno period is specified in the Finance Details, interest is payable on the lastbusiness day of each calendar month

·      quarterlyinterest (where applicable) will be payable on the last business day of March,June, September and December

·      halfyearly interest (where applicable) will be payable on the last business day of March andSeptember

·      interestmay be debited to the loan account without notice to you.

 

You agree to pay:

 

·      intereston each Facility at the interest rate and margin stated in the Finance Details

 

6

----

 

·      intereston overdue amounts including excesses above Facility Limits at the *Unarranged Lending Rate,*which will bedetermined by the Bank from time to time.

 

Wecan vary the margin at any review and we will notify you of any change to themargin. The *Unarranged Lending Rate*willbe published in a tombstone with our other Business Finance lending rates.

 

Advertisementsof our current variable base rates and the *UnarrangedLending Rate*will appear in the *AustralianFinancial Review*and *TheAustralian*every second Monday. If Monday is a public holiday, theadvertisement will appear on the next business day. We will also give youinformation on current interest rates, on request.

 

**Can the amount of my fees and charges change?**

 

Feesand charges quoted in the Finance Details are based on the finance productselected. Any changes to amount outstanding, or to terms and conditions, mayresult in a change to the amount of those fees. See “How are the ongoing Feesand Charges on my Facilities calculated?” for more details.

 

Wemay vary the fees and charges payable, or introduce new fees and charges, asexplained in the booklet.

 

Goodsand services tax (GST) is a tax payable in respect of taxable supplies (asdefined in the GST law) made on or after 1 July 2000.

 

Somefees and charges may be varied as a result of the introduction of GST in themanner outlined above.

 

Where,as provided in the booklet you have to:

 

·      indemnify us against an amount; or

·      pay or reimburse us for an amount we will payor have paid to someone else (a Supplier) and the cost to us includes GSTpayable to the Australian Tax Office by the Supplier,

 

theamount you will pay us, or that we may charge to any of your accounts, willinclude any GST or other tax paid or payable by us or the Supplier.

 

However,to the extent that we are entitled to claim an input tax credit or a reducedinput tax credit in respect of any supply which is paid or reimbursed by you,and the benefit of that credit is not reflected in the amount you have paid, itwill be passed on to you later.

 

**Where are the ongoing fees charged?**

 

Thosefees may be charged to any of your accounts. Generally this will be thefacility account or the principal transaction account of the borrower.

 

**Are my Facilities repayable on demand?**

 

Yes,unless otherwise stated in the Finance Details.

 

**How often will I receive statements of account?**

 

Wewill send you a statement of your loan account every six months or morefrequently as agreed between us.

 

7

----

 

**Does the code of Banking Practice apply?**

 

*If any one borrower is a small business as defined by the Code:*

Each relevant provision of the Code of Banking Practice will apply toyour finance from the date we adopt that provision.

 

The relevant descriptive information referred to in sections 13.1 and13.2 of the Code of Banking Practice is set out in our Terms and Conditionsbooklets:

 

·                  *Deposit Accounts for Personal Customers ProductDisclosure Statement - incorporating Terms and Conditions for using youraccount*

·                  *Deposit Accounts for Business Customers ProductDisclosure Statement - incorporating Terms and Conditions for using youraccount*

 

These booklets include the following information:

 

·      ouraccount opening procedures;

·      ourobligations regarding the confidentiality of your information;

·      complainthandling procedures;

·      generaldescriptive information regarding bank cheques;

·      arecommendation that you inform us promptly if you are in financial difficulty;and

·      arecommendation that you carefully read the terms and conditions applying to therelevant banking service (which in relation to your business finance means youshould carefully read your Business Finance Agreement before signing it).

 

Copies of these booklets are available on request.

 

*If none of the borrowers are a small businessas defined by the Code:*

No.

 

**If I am borrowing with someone else, can Idetermine my liability?**

 

If there is more than one borrower, each of you is individually liablefor the full amount of the facilities, unless this Agreement providesotherwise. We will allow a borrower to terminate their liability in respect offuture advances or financial accommodation on giving us written notice. This rightonly applies where we can terminate any obligation we have to provide furthercredit to any other borrower under the same facility.

 

**How can I make my payments?**

 

You can make your payments:

 

·      by periodical payment froman account in your name you conduct with us. You can choose this option bycompleting the details in the Acknowledgement and Acceptance section. Currentperiodical payment fees are quoted in our Banking Services brochure, which youcan obtain from any branch, or by calling Business Telephone Banking on 132142; or

·      by periodical payment froman account with another financial institution – you will need to organise thiswith that financial institution; or

·      at any of our branches inAustralia. Please let your Business Banking Manager know if you require adeposit book; or

·      by use of Business InternetBanking or Business Telephone Banking.

 

Some of the options listed above may not be available to you, dependingon your Facility. Your Business Banking Manager can assist you in selecting theright payment option for your Facility.

 

8

----

 

**Can I stop my obligations in respect offurther advances?**

 

If you are jointly and severally liable under a credit facility, wewill allow you to terminate your liability in respect of future advances orfinancial accommodation on giving us written notice. This right only applieswhere we can terminate any obligation we have to provide further credit to anyother debtor under the same credit facility, for example any obligation we mayhave to pay unpresented cheques under an overdraft facility.

 

**How can I accept this finance offer?**

 

You have 30 days from the date of this offer to accept it, unless weextend the date.

 

You will need to complete, sign, date and return the second copy ofthis Finance Agreement to this office. When we receive your acceptance, theAgreement will commence and will replace all previous agreements between us inrelation to the Facilities.

 

We may withdraw this offer at any time before you accept it, if webecome aware of anything we consider changes the basis on which the offer wasmade.

 

If you do not draw any Facility (except for Overdraft or Line of CreditFacilities) within 3 months after you accept the offer, we may cancel thatFacility unless we have agreed otherwise.

 

Signed for and on behalf of Westpac Banking Corporation by:

 

 
| /s/ Sukhi Singh             |   |
|-----------------------------|--------|
| Sukhi Singh                 |
| Senior Relationship Manager |
| 0409 221 537                |

 

9

----

 

**Acknowledgement &Acceptance**

 

**AcknowledgementsAnd Acceptance of Business Finance Terms and Conditions**

 

EachBorrower:

 

1.     accepts the offer dated 31 January 2008

 

2.     acknowledges receipt of, has read andunderstood the booklet and any Product Schedules

 

3.     requests that you prepare any Securities

 

4.     *encloses a cheque for the total amount of fees payable (I/We willforward a cheque for any valuation fees applicable, once advised of theamount.)

*authorises you to debit the following account(s) for the feespayable (including any valuation fees applicable):

 
| Account  Number | 032071  - 393522 |   | Account  Number | 032071  - 393522 |
|-----------------|------------------|--------|-----------------|------------------|
| Branch          |             |   | Branch          |             |
| Amount  $       |             |   | Amount  $       |             |

 

5.     *requests that you debit my/our account number               at               branchfor the balance of the purchase moneys payable at settlement. *(up to the sumof $               ),and pay this amount as my/our solicitor/agent/conveyancer directs.

 

6.     *authorises you to debit my/our account and pay my/our solicitor’s/agent’s/conveyancer’saccount, as instructed at settlement.

 

7.     *authorises you to debit my/our account number               at               branchfor any fees relating to the Banker’s Undertaking. *(*delete & initial whichever is not required)*

 

8.     confirms that they do not hold any assets as the trustee of a trustunless the Agreement states that it is a trustee;

 

9.     acknowledges that each Borrower is liable for the whole amount of thefacility. This means that you can require any borrower to pay all theprincipal, all the interest and all other amounts. If the otherBorrower or Borrowers do not pay any amount, each Borrower acknowledges that itwill have to pay the full amount itself.

 
| DATED: | 31 / 01 / ’08 |   |
|--------|--------------------|--------|

 

10

----

 

SIGNEDfor and on behalf of Bushmans Group Pty Ltd ACN: 090 744 022

 
| /s/ George Apostoliais |                |
|------------------------|---------------------|
| Director               |                |
| Print  Name            | George  Apostoliais |   |
|                   |                |
|                   |                |
| /s/ Amar Kulkarni      |                |
| Secretary              |                |
| Print Name             | Amar Kulkarni       |   |

 

 
| The  Solicitor, Settlement Agent or Land Broker acting for me/us is:- |   |   |
|-----------------------------------------------------------------------|--------|--------|
|                                                                  |   |   |
| Name:                                                                 |   |   |   |
|                                                                  |   |   |
| Address:                                                              |   |   |   |
|                                                                  |   |   |
| Phone/Fax:                                                            |   |   |   |
|                                                                       |        |        |  |  |  |

 

11

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**BANKER’SUNDERTAKING**

 

This Schedule sets out additional terms and conditions of your Banker’sUndertaking facility which are not included in the Finance Details.

 

**Revolving Facility**

 

If the Finance Details states that you have aRevolving Facility, you may request the Lender to issue more than one Banker’sUndertaking up to the unused portion of the Limit Amount quoted in the FinanceDetails. The Lender may state additional pre-conditions to the issue of eachBanker’s Undertaking. The following terms and conditions also apply to eachBanker’s Undertaking issued under the Revolving Facility.

 

**Payment**

 

The Lender may at any time, without being required to do so, pay to thefavouree any amount required by the favouree to discharge the Lender’sobligations under the Banker’s Undertaking.

 

The Lender may pay any amount that it is called upon to pay or whichthe Lender, in its discretion, decides to pay under the Banker’s Undertakingwithout reference to you or any surety, and without enquiring whether theconditions or obligations under any agreement between you and the favouree haveor have not been complied with. The Lender is not required to investigate thecorrectness of any information, statement or document or verify any signatureor title on any document given to the Lender in relation to the Banker’sUndertaking.

 

Where a Banker’s Undertaking is issued in Western Australia, if theLender pays an amount under a Banker’s Undertaking, the Lender will debit anyof your accounts or open an account and debit that account for the amount paidby the Lender.

 

Where a Banker’s Undertaking is not issued in Western Australia, if theLender pays an amount under a Banker’s Undertaking you will pay that amount tothe Lender immediately on demand. The Lender may also debit any of youraccounts for that amount, or open an account and debit that amount to thataccount.

 

**Account for Charging of****Fees**

 

If you do not already conduct an account with the Lender you will berequired to open one, to enable the Lender to automatically deduct all ongoingfees. You must continue to conduct an account with the Lender until you notifythe Lender that the Banker’s Undertaking facility is no longer required.

 

**Bill Of Lading**

 

Ifa Banker’s Undertaking is to be in the form of a guarantee signed by you andendorsed by the Lender to enable you to obtain the delivery of goods withoutproduction of the Bill of Lading in relation to those goods, then you willreturn the Banker’s Undertaking to the Lender as soon as the Bill of Lading hasbeen delivered to the shipping agents. Your obligations under the Banker’sUndertaking and this Agreement will continue whether or not drafts or documentspresented to the Lender are in accordance the terms and conditions of thedocumentary credit or collection transaction of which they are a part. Youundertake that the goods referred to in the Bill of Lading are not included inthe list of prohibited goods specified by the Customs Department.

 

**Cancellation Of Banker’s Undertakings**

 

The Lender’s obligations under a Banker’s Undertaking cease on theearliest of the following:

 

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| a) | notification  is received by the Lender from the favouree that the Undertaking is no longer  required;                   |
|----|--------------------------------------------------------------------------------------------------------------------------|
| b) | the  Undertaking is returned to the Lender;                                                                              |
| c) | all  payments by the Lender to the favouree under the Undertaking total the amount  payable under it;                    |
| d) | the  favouree notifies the Lender that the payments made by the Lender constitute  the total amount required to be paid; |
| e) | on  the expiry date, if any, of the Undertaking.                                                                         |

 

**Consent**

 

The Lender may give to any surety copies of:

 

·      the Business Facility Agreement including all Schedules and thebooklet;

·      the Banker’s Undertaking;

·      any formal demand that is sent to you.

 

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|   | BANK COPY              | **BUSINESS VERSION**    |
|--------|------------------------|-------------------------|
|   |                   | ***Specific facility*** |
|   | Please Sign and Return |                    |

 

***WARNING: THISIS A VERY IMPORTANT DOCUMENT***

***You may have topay money owed by the Customer referred to below as well as or***

***instead of theCustomer.***

** **

***BEFORE YOU SIGNIT:***

** **

**·****      *youshould read carefully both it and the Memorandum of Common Provisions referredto below;***

** **

**·****      *youshould check for yourself whether the Customer can and will pay its debts; and***

** **

**·****      *youshould see your own lawyer and financial adviser.***

 

**GUARANTEE AND INDEMNITY**

 

by

 

you,***the Guarantor***

Channell Pty Ltd ACN 002 735 622 of C/-**Baker &Mckenzie ‘AMP Centre’ Level 27 50 Bridge Street, Sydney NSW 2000 and any otherperson listed as a Guarantor on the back cover

 

to

 

***the Lende*****r**

**WESTPAC****BANKING CORPORATION ABN 33 007 457 141 of 275 Kent Street, Sydney, NSW**

 

in respect of money now or in the future owedby

 

***the Customer***

Bushmans Group Pty Ltd ACN 090 744 022 of C/-**Baker &Mckenzie ‘AMP Centre’ Level 27 50 Bridge Street, Sydney NSW 2000 and any otherperson listed as a Customer on the back cover (and if there is more than oneany more of them)

 

in relation to

 

***the Guaranteed Obligations***

all liabilities and obligations of the Customer (alone or with others)now or in the future under or in respect of any of the following or anyamendment or replacement for them.

 

Business Finance Agreement dated 31/01/2008;or any other arrangement or obligation you agree is covered by this Guarantee

 

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on the terms set out in the Memorandum of Common Provisions referred tobelow.

 

There is a limit on the amount to be paid under thisGuarantee and Indemnity. It is $836,745.00 (or any other amount agreed inwriting) plus a further amount of 20% of that figure (to cover Excesses) **plus amounts like government duties and charges, fees, costs, expenses andinterest.

 

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******“*****Excesses*****”****means any unarranged drawing by the Customer or an authorisedrepresentative of the Customer where the resultant debt exceeds the formallyagreed limit described in the Business Finance Agreement.

 

Security for this Guarantee & Indemnity includes thefollowing:

 

New Fixed and Floating Charge by Channell Pty Ltd ACN 002 735 622 overall assets and uncalled capital.

 

**You sign this Guarantee orIndemnity for value including the Lender, at your request, giving or continuingcredit for the Customer or agreeing to do so even conditionally.**

 

**You confirm that you have read and understood theMemorandum of Common Provisions registered in the New South Wales Land TitlesOffice as number 9488920. It forms part of this Guarantee and Indemnity.**

 

**This Guarantee and Indemnity may consist of a numberof counterparts and if so the counterparts taken together constitute one andthe same instrument.**

 
| **DATED:** | 31  / JAN / 2008 |   |
|------------|------------------|--------|

 

SIGNED by

Channell Pty Ltd ACN 002 735 622

by authority of its directors

 
| /s/  Amar Kulkarni            |   | /s/ Brett Becroft             |
|-------------------------------|--------|-------------------------------|
| Secretary                     |   | Director                      |
|                          |   |                          |
| Amar  Kulkarni                |   | Brett Becroft                 |
| Name  in full (BLOCK LETTERS) |   | Name  in full (BLOCK LETTERS) |

 

*Each individual signing on behalf of a Guarantor whichis a corporation should complete the following:*

 

I Amar Kulkarniam secretary of the Guarantor.

 

Iconfirm that each of the statements in the Schedule of the Memorandum of CommonProvisions under the heading “for Corporations” is true in relation to theGuarantor.

 

The Guarantor is able to pay its debts as they fall due.

 
| /s/  Amar Kulkarni                            |   |
|-----------------------------------------------|--------|
| Signed                                        |   |
| Channell  Pty Ltd ACN 002 735 622 [Secretary] |   |

 

***Statutory Warning***

 

*If the Customer is a minor (that is under 18) you may not beable to recover from the Customer amounts you pay under this document.*

 

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