**Exhibit 10.46**

 

**DOCUMENT COMPLETION CERTIFICATE**

 
| To                       |   | NSW  Metro Norwest - Sukhi Singh   (DN100560046) |   | BSB              |       | 032407     |   | Mgr  No.  —                   |
|--------------------------|--------|--------------------------------------------------|--------|------------------|------------|------------|--------|-----------------------------------------|
|                     |   |                                             |   |             |       |       |   |                                    |
| Customer                 |   | Channell  Pty Ltd ACN 002 735 622                |   |             |       |       |   | Z No.                              |   | 65675780 |
|                     |   |                                             |   |             | ** ** |       |   |                                    |   |   |
| Total  Facility Approved |   | $896,925.75                                      |   | Date of Approval | ** ** | 22/01/2008 |   | Amount  of increase (+) or decrease (-) |   | (+)  $896,925.75 |

 

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

 
| 1.     |       | The  security documentation relevant to the above matter, listed on the reverse of  this certificate, is in order for signing by customers and other relevant  parties.                                                                                                      |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |       |                                                                                                                                                                                                                                                                         |
| 2.     | ** ** | **If customer is a Company, documents are to be executed  without seal. If the customer advises that the company seal must be used, the  documents will need to be reissued with the correct execution clause for  signing under seal.**                                     |
|   |       |                                                                                                                                                                                                                                                                         |
| 3.     |       | The  outstanding matters detailed on the reverse of this certificate require your  attention BEFORE this matter can proceed to settlement/drawdown.  Alternatively, Credit approval must be obtained to waive these requirements,  OR, defer follow-up until after drawdown. |

 
| **Securities Officer (signature):** | /s/  William Widjaja |
|-------------------------------------|----------------------|
| ** **                          | ** **           | ** ** |
| **Name: William Widjaja**           | ** **           | **Date: 23 January 2008** |
|                                |                 |   |
| **Phone number: 02 8767 3234**      | ** **           | **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 THISFORM COMPLETED AND SIGNED OFF.**

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

 
| **Name:** | Sukhi  Singh   | ** ** | **Date:**  | **13.02.08** |
|-----------|----------------|------------|------------|--------------|
|      |           |       |
| **XTN:**  | **0409221537** | ** ** | ** ** |
|           |                |            |            |              |  |

** **
| **DRAWDOWN DATE REQUIRED:** |          /       /   /s/  Sukhi Singh |
|-----------------------------|--------------------------------------------------------------------------------------------------------------------------------------|

 

**GENERAL/SPECIALINSTRUCTIONS**

 

Please seek Refinance from NAB.

 

**CREDITAPPROVAL (if applicable)**

 

**Theoutstanding matters indicated on the reverse of this form (by initial), areEITHER waived for the purpose ofdrawdown OR, Credit Approval is given to defer follow-up. The SALES MANAGERmust clear outstandingitems as indicated by                                                       (date).**

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

 

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

** **

----

 

**DOCUMENT COMPLETION CERTIFICATE**

 

**LIST OF DOCUMENTS ATTACHED:**

 

**PLEASE HAVE THE DOCUMENTS BELOW EXECUTED.**

 
| BFA  x2     |   | MCP                           |
|-------------|--------|-------------------------------|
| FFC         |   | Asset  Value Declaration Form |
| LE213  - GX |   |                          |

 

**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                                                                                                                                                                                                                                 |       |                                 |       |                                        |       |   |   |
|                                                                                                                                                                                                                                                                      |       |                                 |       |                                        |       |   |   |
| Many Thanks                                                                                                                                                                                                                                                               |       |                                 |       |                                        |       |   |   |
|                                                                                                                                                                                                                                                                      |       |                                 |       |                                        |       |   |   |
| **Recommendation To Credit *(Manager Use Only)***                                                                                                                                                                                                                         |       |

 

 

----

****       THE SALES MANAGER ISRESPONSIBLE FOR COMPLETING OUTSTANDING MATTERS AFTER DRAWDOWN AS INDICATEDABOVE.**

 

----

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

 
|                             |   |                          |   | BFS  Sales Support NSW  1 King Street  Concord West NSW 2138                               |
|----------------------------------|--------|-------------------------------|--------|--------------------------------------------------------------------------------------------|
|                             |   |                          |   |                                                                                       |
| The  Secretary  Channell Pty Ltd |   |                          |   | Telephone  0409 221 537   Facsimile (02)9836 1292  Our Ref: 100553695   Your Ref: 65675780 |
| 27/50  Bridge Street             |   | BANK COPY                     |   |                                                                                       |
| Sydney  NSW 2000                 |   | Please Sign & Return |   | 23  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.

 

 

Yourssincerely,

 

 
| /s/  Sukhi Singh |   |
|------------------|--------|

SukhiSingh

SeniorRelationship Manager

0409221 537

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

 

----

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

23 January 2008

 

To:Channell Pty Ltd ACN: 002 735 622

 

Weare pleased to offer finance as detailed in the following sections andattachments to 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** | ** ** | **Channell Pty Ltd ACN: 002****735****622**       |
|--------------------------|------------|---------------------------------------------------|
| ** **               | ** ** | ** **                                        |
| Facility A               | ** ** | **Banker’s Undertaking -  Individual Limit** | ** ** | ** ** |
| Purpose                  |       | To assist with working  capital                   |   |   |
| Existing Limit           |       | $                                                 | Nil |   |   |   |   |
| Change in Limit          |       | $                                                 | +296,925.75 |   |   |   |   |
| Resultant Limit          |       | $                                                 | 296,925.75 |   |   |   |   |
| 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 |
| Change in Limit          |       | $                                                 | +250,000.00 |   | provided to you  separately. |
| Resultant Limit          |       | $                                                 | 250,000.00 |   |   |
|                     |       |                                              |   |   |
| Facility C               | ** ** | **Transaction Negotiation  Authority**            |
| Existing Limit           |       | $                                                 | Nil |   | Terms and conditions for  this product have been provided to you separately. |
| Change in Limit          |       | $                                                 | +400,000.00 |   |   |
| Resultant Limit          |       | $                                                 | 400,000.00 |   |   |
|                     |       |                                              |   |   |
| Facility D               | ** ** | **Westpac Business Card**                         |
| Existing Limit           |       | $                                                 | Nil |   | Terms and conditions for  this product have been provided to you separately. |
| Change in Limit          |       | $                                                 | +350,000.00 |   |   |
| Resultant Limit          |       | $                                                 | 350,000.00 |   |   |
|                          |            |                                                   |  |  |  |  |  |  |  |  |

 

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

 

TheBank will require release of National Australia Bank Limited fixed and floatingcharge No 44525 over Channell Pty Ltd prior to any drawdown of approvedfacilities.

 

2

----

 

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

 

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

 
| 1) |   | Balance Sheet /Trading  profit & loss statements (including year to date figures).                                       |
|----|--------|-----------------------------------------------------------------------------------------------------------------------------------|
| 2) |   | Aged debtor &  creditor listing.                                                                                         |
| 3) |   | Cash  flow budget (including historical results vs budget year to date and forward  projections for at least the next 12 months). |
| 4) |   | Comments on any material  variation to plan and steps taken to correct these.                                                     |
| 5) |   | Our “Working Asset  Statement” (your manager will provide you with the standard form for  completion).                  |

 
| **The Facilities for this Borrower will be secured by the  following:-** |
|--------------------------------------------------------------------------|

 
| **Status**  | ** ** | **Details**                                                                                         | ** ** |
|-------------|------------|-----------------------------------------------------------------------------------------------------|------------|
| ** **  |       |                                                                                                |       |
| **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**   | ** ** |
| ** **                                            | ** ** | ** ** | ** **   |
| **Government**                                        | ** ** | ** ** | ** **   |
| Loan Security Duty (estimate)                         |       | $          | 1,341.00     |   |
| Registration Fee – Mortgage Debenture (estimate) |       | $          | 135.00       |   |
| **Total estimate**                                    |       | **$**      | **1,476.00** |   |

 

**Do property valuation fees apply?**

 

Wemay, at any time, obtain a valuation of any new security property or an updatedvaluation 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 we do so. Thecost may be debited to one of your accounts.

 

**Is the amount of these fees and charges likely to vary?**

 

Thefees and charges quoted above are indicative of what is payable to us and/or tothe Government.

 

Shouldwe be required to pay additional Government charges in relation to the securitydocumentation and they are not quoted above, then you will be required to coverthese costs. Any fees or charges not paid by you (or authorised for payment)after acceptance of this offer may be debited to any of your accounts.

 

Ifthe Facilities or Securities are complicated in nature, we may instruct oursolicitors to prepare the Securities. If so, you will have to pay their costsand disbursements. An estimate of the amount payable will be provided to you onrequest.

 

Ifyou increase, extend or vary a Facility, additional fees and charges may apply.

 

**What happens if the Agreement does not proceed?**

 
| · |   | You will be responsible  for payment of any legal fees 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  charges incurred, which would have been payable under the Agreement. |

 

If,after accepting this offer, you decide not to proceed, we are entitled toretain the Establishment Fee, but part of the Establishment Fee may be refundedto you. As you will appreciate, the funds retained will be used to compensateus for work completed up to the point of you notifying us that the Facilitiesare no longer required.

 

**How are the ongoing fees and charges on my facilitiescalculated?**

 

TheFinance Details set out each fee applicable to your Facilities, and the amountsor rates of those fees. The method of calculation and charging for these feesis detailed below.

 

4

----

 

**Banker’s Undertaking**

 

**Service Fee**is calculated as apercentage of the value of each Banker’s Undertaking issued, with a minimum feeof currently $100.00, but subject to change. The Service Fee is charged sixmonthly in advance and is non-refundable.

 

**Establishment fee**is payable for eachadditional Banker’s Undertaking issued under a Banker’s Undertaking RevolvingLimit. This fee is currently $100.00, but subject to change. The fee is chargedon issue of the additional Banker’s Undertaking.

 

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

 

5

----

 

**Terms of Finance Offer**

 

**What do I need to do before the finance will be available tome?**

 

Thisoffer of finance is subject to the following conditions. You need to:

 

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

 

·        pay the Establishment Fee

 

·        complete and sign any new security documentation toour satisfaction

 

**Do I have to provide Security?**

 

Thisis not an agreement to give Security. However, unless a Facility is stated asunsecured in the Finance Details, we will not provide any Facility until you doso.

 

**When will my finance arrangements be reviewed?**

 

Wemay review each Facility:

 

·        annually and

·        at any other time after giving notice to you.

 

Referto your booklet for further information.

 

**What should I know about interest rates and margins?**

 

Wherean interest rate applies to a Facility:

 

·        interest will be calculated on the daily balance owingin the loan account from the first day of drawing to the date of repayment

·        if no period is specified in the Finance Details,interest is payable on the last business day of each calendar month

·        quarterly interest (where applicable) will bepayable on the last business day of March, June, September and December

·        half yearly interest (where applicable) will bepayable on the last business day of March and September

·        interest may be debited to the loan account withoutnotice to you.

 

Youagree to pay:

 

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

·   interest onoverdue 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.

 

6

----

 

**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 pay orhave paid to someone else (a Supplier) and the cost to us includes GST payableto 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.

 

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

 

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

 

Eachrelevant provision of the Code of Banking Practice will apply to your financefrom the date we adopt that provision.

 

Therelevant descriptive information referred to in sections 13.1 and 13.2 of theCode of Banking Practice is set out in our Terms and Conditions booklets:

 

·        *Deposit Accounts for PersonalCustomers Product Disclosure Statement - incorporating Terms and Conditions forusing your account*

·        *DepositAccounts for Business Customers Product Disclosure Statement - incorporatingTerms and Conditions for using your account*

 

7

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Thesebooklets include the following information:

 

·        our account opening procedures;

·        our obligations regarding the confidentiality ofyour information;

·        complaint handling procedures;

·        general descriptive information regarding bankcheques;

·        a recommendation that you inform us promptly if youare in financial difficulty; and

·        a recommendation that you carefully read the termsand conditions applying to the relevant banking service (which in relation toyour business finance means you should carefully read your Business FinanceAgreement before signing it).

 

Copiesof these booklets are available on request.

 

*If none of the borrowers are a small business as defined bythe Code:*No.

 

**If I am borrowing with someone else, can I determine myliability?**

 

Ifthere is more than one borrower, each of you is individually liable for thefull amount of the facilities, unless this Agreement provides otherwise. Wewill allow a borrower to terminate their liability in respect of futureadvances 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?**

 

Youcan make your payments:

 

·        by periodical payment from an account in your nameyou conduct with us. You can choose this option by completing the details inthe Acknowledgement and Acceptance section. Current periodical payment fees arequoted in our Banking Services brochure, which you can obtain from any branch,or by calling Business Telephone Banking on 132 142; or

·        by periodical payment from an account with anotherfinancial institution – you will need to organise this with that financialinstitution; or

·        at any of our branches in Australia. Please let yourBusiness Banking Manager know if you require a deposit book; or

·        by use of Business Internet Banking or BusinessTelephone Banking.

 

Someof the options listed above may not be available to you, depending on yourFacility. Your Business Banking Manager can assist you in selecting the rightpayment option for your Facility.

 

**Can I stop my obligations in respect of further advances?**

 

Ifyou are jointly and severally liable under a credit facility, we will allow youto terminate your liability in respect of future advances or financialaccommodation on giving us written notice. This right only applies where we canterminate any obligation we have to provide further credit to any other debtorunder the same credit facility, for example any obligation we may have to payunpresented cheques under an overdraft facility.

 

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

 

Youhave 30 days from the date of this offer to accept it, unless we extend thedate.

 

8

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Youwill need to complete, sign, date and return the second copy of this FinanceAgreement to this office. When we receive your acceptance, the Agreement willcommence and will replace all previous agreements between us in relation to theFacilities.

 

Wemay withdraw this offer at any time before you accept it, if we become aware ofanything we consider changes the basis on which the offer was made.

 

Ifyou 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.

 

Signedfor and on behalf of Westpac Banking Corporation by:

 

 

SukhiSingh

SeniorRelationship Manager BFS Sales Support NSW 0409 221 537

 

9

----

 

**Acknowledgement &Acceptance**

 

**Acknowledgements And Acceptanceof Business Finance Terms and Conditions**

 

EachBorrower:

 
| 1.     |   | accepts the offer dated 23  January 2008                                                                                                         |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                  |
| 2.     |   | acknowledges receipt of,  has read and understood 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 will forward a cheque for any valuation  fees applicable, once advised of the amount.) |
|   |   | *authorises you to debit  the following account(s) for the fees payable (including any valuation  fees applicable):                              |

 
| Account  Number   | 032071  – 393493 |   | Account  Number   | 032071  – 393493 |   |
|-----------------------------|-----------------------|--------|-----------------------------|-----------------------|--------|
| Branch                      |                  |   | Branch                      |                  |   |
| Amount  $              |                  |   | Amount  $                   |                  |   |

 
| 5.     |   | *requests  that you debit my/our account number                               at                                 branch for the  balance of the purchase moneys payable at settlement. *(up to the sum of $                          ),  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’s account, as  instructed at settlement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 7.     |   | *authorises  you to debit my/our account number                                  at                               branch  for 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 trust unless the Agreement states that it  is a trustee;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 9.     |   | acknowledges that each  Borrower is liable for the whole amount of the facility. This means that you  can require any borrower to pay all the principal, all the  interest and all other amounts. If the other Borrower or Borrowers do  not pay any amount, each Borrower acknowledges that it will have to pay the  full amount itself.                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 
| DATED: | 31/1/’08 |   |
|--------|---------------|--------|

 

10

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SIGNEDfor and on behalf of Channell Pty Ltd ACN: 002 735 622

 

 
| /s/  Brett Becroft |           |
|--------------------|----------------|
| Director           |           |
| Print  Name        | Brett  Becroft |   |
|                    |                |  |

 
| /s/  Amar Kulkarni |           |
|--------------------|----------------|
| Secretary          |           |
| Print  Name        | Amar  Kulkarni |   |
|                    |                |  |

 

 

TheSolicitor, Settlement Agent or Land Broker acting for me/us is:-

 
| Name:      |   |   |
|------------|--------|--------|
|       |   |   |
| Address:   |   |   |
|       |   |   |
| Phone/Fax: |   |   |
|            |        |        |  |  |  |

 

11

----

 

**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 a Revolving Facility, youmay request the Lender to issue more than one Banker’s Undertaking up to theunused portion of the Limit Amount quoted in the Finance Details. The Lendermay state additional pre-conditions to the issue of each Banker’s Undertaking.The following terms and conditions also apply to each Banker’s Undertakingissued 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 uponto pay or which the Lender, in its discretion, decides to pay under the Banker’sUndertaking without reference to you or any surety, and without enquiringwhether the conditions or obligations under any agreement between you and thefavouree have or have not been complied with. The Lender is not required toinvestigate the correctness of any information, statement or document or verifyany signature or title on any document given to the Lender in relation to theBanker’s Undertaking.

 

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 inWestern Australia, if the Lender pays an amount under a Banker’s Undertakingyou will pay that amount to the Lender immediately on demand. The Lender mayalso debit any of your accounts for that amount, or open an account and debitthat amount to that account.

 

**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**

 

If a Banker’s Undertaking is to be in the form of a guarantee signed byyou and endorsed by the Lender to enable you to obtain the delivery of goodswithout production of the Bill of Lading in relation to those goods, then youwill return the Banker’s Undertaking to the Lender as soon as the Bill ofLading has been delivered to the shipping agents. Your obligations under theBanker’s Undertaking and this Agreement will continue whether or not drafts ordocuments presented to the Lender are in accordance the terms and conditions ofthe documentary 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:

 

----

 
| 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.

 

----

 

**DECLARATION OF ASSET VALUES**

 

**To: Westpac Banking Corporation ABN 33 007 457 141**

 

**Re: Fixed and Floating Charge (the “Charge”) given byChannell Pty Ltd ACN 002 735 622 on 31/01/08 in its own right (the “Company”)in favour of Westpac Banking Corporation (the “Bank”).**

 
| I,     |   | BRETT  BECROFT, being an officer of the company.                                                                                       |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                   |
| 1.     |   | confirm  that the charge relates to assets with the following respective values in the  following states and territories of Australia; |

 
| Queensland                    |   | $      |      |
|-------------------------------|--------|--------|-----------|
|                          |   |   |      |
| New  South Wales              |   | $      | 2,000,000 |   |
|                          |   |   |      |
| Victoria                      |   | $      |      |
|                          |   |   |      |
| South  Australia              |   | $      |      |
|                          |   |   |      |
| Western  Australia            |   | $      |      |
|                          |   |   |      |
| Tasmania                      |   | $      |      |
|                          |   |   |      |
| Northern  Territory           |   | $      |      |
|                          |   |   |      |
| Australian  Capital Territory |   | $      |      |
|                          |   |   |      |
| Off  shore Assets             |   | $      |      |
|                          |   |   |      |
| TOTAL                         |   | $      |      |
|                               |        |        |           |  |

 
| 2                                                                                                          |   | authorise  and direct the bank to attend to stamping of the charge,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| In  consideration of the bank accepting this authority and direction the company  agrees to the following; |
|                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ·                                                                                                     |   | The company RELEASES the  bank from any claim for loss, damage or liability sustained by the company as  a consequence of the bank’s reliance on the company’s authority and direction  to stamp the charge and the company agrees to hold the bank INDEMNIFIED  against all actions, suits, loss, costs, charges, taxes (including any goods  and services tax) and expenses which the bank may incur or become liable for  by reason of the bank having acted in accordance with the company’s authority  and direction to stamp the charge. |
|                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ·                                                                                                     |   | The above provisions shall  not apply in the event that it is conclusively proved that the bank or its  employees have acted negligently in consequence of the company’s authority  and direction to stamp the charge.                                                                                                                                                                                                                                                                                                                                   |

 
| Signed  by           | Brett Becroft |   | /s/  Brett Becroft |
|---------------------------|---------------|--------|--------------------|
| in  the presence of       |          |   |
|                      |          |   |
| /s/  Sukhi Singh          |          |   |
| Signature  of witness     |          |   |
|                      |          |   |
|                      |          |   |
| Sukhi  Singh              |          |   |
| Name  of witness (print). |          |   |
|                      |          |   |
|                      |          |   |
| Date                      | 31/01/08      |   |               |
|                           |               |        |                    |  |

 

----

 
|   | BANK COPY                                     |
|--------|-----------------------------------------------|
|   | Please Sign & Return                 |
|   |                                          |
|   | Fixed and Floating Charge                     |
|   |                                          |
|   | Channell Pty Ltd ACN 002 735 622              |
|   | Westpac Banking Corporation                   |
|   |                                          |
|   | © Copyright Allens Arthur  Robinson 2001 |

 

----

 
| **Fixed  and Floating Charge**             | ** **                           |
|--------------------------------------------|--------------------------------------|
| ** **                                 | ** **                           |
| **TABLE OF CONTENTS**                      | ** **                           |
| ** **                                 | ** **                           |
| **1. INTERPRETATION**                 | **1**                                |
| ** **                                 | ** **                           | ** ** | ** ** |
| **1.1**                                    | **Memorandum of Common  Provisions** | **1** |
| ** **                                 | ** **                           | ** ** | ** ** |
| **1.2**                                    | **Definitions**                      | **1** |
| ** **                                 | ** **                           | ** ** | ** ** |
| **2. CHARGE**                         | **2**                                |
| ** **                                 | ** **                           | ** ** | ** ** |
| **2.1**                                    | **Charge**                           | **2** |
| ** **                                 | ** **                           | ** ** | ** ** |
| **2.2**                                    | **Priority**                         | **2** |
| ** **                                 | ** **                           | ** ** | ** ** |
| **2.3**                                    | **Nature of charge**                 | **2** |
| ** **                                 | ** **                           | ** ** | ** ** |
| **2.4**                                    | **Crystallisation**                  | **3** |
| ** **                                 | ** **                           | ** ** | ** ** |
| **2.5**                                    | **De-crystallisation**               | **4** |
| ** **                                 | ** **                           |
| **3. ACKNOWLEDGMENT OF INDEBTEDNESS** | **4**                                |
| ** **                                 | ** **                           | ** ** | ** ** |
| **SCHEDULE**                               | **5**                                |
| ** **                                 | ** **                           | ** ** | ** ** |
| **Prior Ranking Security  Interests**      | **5**                                |
|                                            |                                      |  |  |  |  |  |

 

i

----

 
| **Date**                      |       | **31/JAN/2008**                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                              |
|-------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                          |       |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                              |
| **Parties**                   |       |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                              |
|                          |       |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                              |
| l.                            |       | **Channell****Pty****Ltd****ACN****002 735 622**of C/- Baker &  McKenzie ‘AMP centre’ Level 27 50 Bridge Street Street, Sydney NSW 2000 (the ***Mortgagor****);*                                                                                                                                                 |                                                                                                                                                              |
|                          |       |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                              |
| 2.                            |       | **Westpac Banking Corporation**(ABN 33 007 457 141) of 1 King Street, Concord West 2138 New South Wales (the ***Lender****).*                                                                                                                                                                                                       |                                                                                                                                                              |
|                          |       | ** **                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              |
| **It is  agreed** as follows. |       |
|                          |       |
| **1.**                        | ** ** | **Interpretation**                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                              |
|                          |       | ** **                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              |
| **1.1**                       |       | **Memorandum  of Common Provisions**                                                                                                                                                                                                                                                                                                |                                                                                                                                                              |
|                          |       | ** **                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              |
|                          |       | The  Memorandum of Common Provisions referred to below applies to this Deed. It  forms part of this Deed. Terms defined in it have the same meaning.                                                                                                                                                                                |                                                                                                                                                              |
|                          |       | ** **                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              |
|                          |       | The  Memorandum is retained by: the New South Wales Land Titles Office, Sydney, as  number 9488920.                                                                                                                                                                                                                                 |                                                                                                                                                              |
|                          |       | ** **                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              |
| **1.2**                       | ** ** | **Definitions**                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                              |
|                          |       | ** **                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              |
|                          |       | The  following definitions apply unless the context requires otherwise.                                                                                                                                                                                                                                                             |                                                                                                                                                              |
|                          |       | ** **                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              |
|                          |       | ***Government Agency*****means any  government or any governmental, semi-governmental or judicial entity or  authority, including local government and statutory organisations. It also  includes any self-regulatory organisation established under statute, and any  stock exchange.                                              |                                                                                                                                                              |
|                          |       | * *                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                              |
|                          |       | ***Intellectual Property*******means any intellectual or  industrial property. It includes without limitation:                                                                                                                                                                                                                      |                                                                                                                                                              |
|                          |       |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                              |
|                          |       | (a)                                                                                                                                                                                                                                                                                                                                 | a  patent, trade mark or service mark, copyright, registered design, trade  secret or confidential information; or                                                |
|                          |       |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                              |
|                          |       | (b)                                                                                                                                                                                                                                                                                                                                 | a  licence or other right to use or to grant the use of any of the foregoing or  to be the registered proprietor or used of any of the foregoing.                 |
|                          |       |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                              |
|                          |       | ***Security Interest***includes:                                                                                                                                                                                                                                                                                                    |                                                                                                                                                              |
|                          |       |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                              |
|                          |       | (a)                                                                                                                                                                                                                                                                                                                                 | any  mortgage, pledge, lien or charge; or                                                                                                                         |
|                          |       |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                              |
|                          |       | (b)                                                                                                                                                                                                                                                                                                                                 | any  security or preferential interest or arrangement of any kind; or                                                                                             |
|                          |       |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                              |
|                          |       | (c)                                                                                                                                                                                                                                                                                                                                 | any  other right of or arrangement with any creditor to have its claim satisfied  in priority to other creditors with, or from the  proceeds, of, any asset. |
|                          |       |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                              |
|                          |       | Without  limitation it includes retention of title other than in the ordinary course  of day-to-day trading and a deposit of money by way of security. It excludes  a charge or lien arising in favour of a Government Agency by operation of  statute unless there is default in payment of money secured by that charge or  lien. |                                                                                                                                                              |
|                               |            |                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                   |  |

 

1

----

 
| **2.**     |   | **Charge**                                                                                                                                                                                                                                                                                                                                                                             |
|------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| **2.1**    |   | **Charge**                                                                                                                                                                                                                                                                                                                                                                             |
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| ** ** |   | For  value, including the Lender giving or continuing credit or agreeing to do so  (even conditionally), the Mortgagor charges to the Lender all the Mortgagor’s  present and future assets and undertaking as set out in this Deed and the  Memorandum of Common Provisions referred to in clause 1.1. This includes,  without limitation, its uncalled or unpaid share capital. |
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| **2.2**    |   | **Priority**                                                                                                                                                                                                                                                                                                                                                                           |
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| ** ** |   | The  charge created by this Deed is a first charge except where the Lender agrees  otherwise. It takes priority over all Security Interests except those described  in the Schedule.                                                                                                                                                                                                   |
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                   |
| **2.3**    |   | **Nature  of charge**                                                                                                                                                                                                                                                                                                                                                                  |
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                   |
|       |   | The  charge created by this Deed operates as follows.                                                                                                                                                                                                                                                                                                                                  |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |
|       |   | (a)                                                                                                                                                                                                                                                                                                                                                                                    | It  is a fixed charge as regards all present and future: |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   | (i) | interests  in land, including freehold and leasehold; |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   | (ii) | uncalled  or unpaid share capital or premiums; |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   | (iii) | machinery  (other than stock-in-trade) and plant; |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   | (iv) | insurance  policies, and all proceeds of those policies; |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   | (v) | books  of account, registers, minute books, statements, invoices, accounting and other  records (including, without limitation, those recorded electronically) and  all software; |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   | (vi) | Intellectual  Property and goodwill; |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   | (vii) | documents  or agreements, including: |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | (A) | if  the Mortgagor enters this Deed as trustee of a trust, the relevant trust  document; |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | (B) | any  lease or other right to use property of any type (including, a right to use  intellectual property or any franchise); or |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | except  any document or agreement which is not material to the business of the  Mortgagor, the Property or the security of the Lender, and which would be  regularly disposed of in the normal day to day business of the Mortgagor; |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   | (viii) | Marketable  Securities as defined in the Corporations Act 2001; and |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | (A) | anything  referred to in the exceptions to the definition of “debenture” in the  Corporations Act 2001; |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | (B) | units  or other interests in a trust or partnership; |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | (C) | negotiable  instruments; and |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | (D) | rights  or options in respect of a Marketable Security (including, without  limitation, any of the above), whether issued or unissued., |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                   |   | other  than those which are acquired and disposed of regularly in the normal course |

 

2

----

 
|    |                                                                                                                     |   |                                                                                 | of  the normal day to day business of the Mortgagor;                                                                                                                                                         |
|---------|--------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |
|    |                                                                                                                     |   | (ix)                                                                                 | Authorisations;                                                                                                                                                                                              |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |
|    |                                                                                                                     |   | (x)                                                                                  | documents  of any kind deposited with the Lender and property which those documents  represent or to which they relate;                                                                                      |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |
|    |                                                                                                                     |   | (xi)                                                                                 | accounts  and deposits with the Lender where there is some restriction on the right of  the Mortgagor to withdraw or use the funds in those accounts or deposits;                                            |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |
|    |                                                                                                                     |   | (xii)                                                                                | other  assets that are not acquired for disposal in the ordinary course of the  Mortgagor’s business;                                                                                                   |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |
|    |                                                                                                                     |   | (xiii)                                                                               | book  debts owed to the Mortgagor not included in the above which arise in the ordinary  course of trading, but this does not include proceeds of those debts which  are received before the first occur of: |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |
|    |                                                                                                                     |   |                                                                                 | (A)                                                                                                                                                                                                          | the  Lender requiring such proceeds to be paid into an account or deposit of the  type mentioned in sub-paragraph (xi); and |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |   |
|    |                                                                                                                     |   |                                                                                 | (B)                                                                                                                                                                                                          | the  charge created by this Deed being enforced (the Lender may require proceeds  to be paid into such an account at any time); and |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |   |
|    |                                                                                                                     |   | (xiv)                                                                                | all  other debts owed to the Mortgagor including the proceeds of those debts.                                                                                                                                |
|    |                                                                                                                     |
|    | (b)                                                                                                                      |   | Subject  to clause 2.4, it is a floating charge as regards all other assets charged. |
|    |                                                                                                                     |
|    | All  sub-paragraphs of paragraph (a) are to be construed independently. None  limits the generality of any other.   |
|    |                                                                                                                     |
| **2.4** | **Crystallisation**                                                                                                      |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |   |
|    | The  floating charge created by this Deed will automatically and immediately  crystallise and operate as a fixed charge: |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |   |
|    | (a)                                                                                                                      |   | in  respect of any assets:                                                           |
|    |                                                                                                                     |   |                                                                                 |
|    |                                                                                                                     |   | (i)                                                                                  | on  notice to the Mortgagor from the Lender;                                                                                                                                                                 |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |
|    |                                                                                                                     |   | (ii)                                                                                 | if  the Mortgagor:                                                                                                                                                                                           |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |   |
|    |                                                                                                                     |   |                                                                                 | (A)                                                                                                                                                                                                          | creates  or allows any Security Interest over; |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |   |
|    |                                                                                                                     |   |                                                                                 | (B)                                                                                                                                                                                                          | sells,  leases, parts with possession or otherwise disposes of; |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |   |
|    |                                                                                                                     |   |                                                                                 | (C)                                                                                                                                                                                                          | creates  or allows any interest in; or |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |   |
|    |                                                                                                                     |   |                                                                                 | (D)                                                                                                                                                                                                          | parts  with possession of, |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |   |
|    |                                                                                                                     |   |                                                                                 | that  asset in breach of a Lender Arrangement, or agrees or attempts to do so or  takes any step towards doing so;                                                                                           |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |   |
|    |                                                                                                                     |   | (iii)                                                                                | on  any step being taken with a view to levying or enforcing any distress, attachment  or other execution on that asset or to enforcing any Security Interest in  respect of that asset;                     |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |   |
|    |                                                                                                                     |   | (iv)                                                                                 | on  the Commissioner of Taxation or his delegate or successor signing a notice  under:                                                                                                                       |
|    |                                                                                                                     |   |                                                                                 |                                                                                                                                                                                                         |
|    |                                                                                                                     |   |                                                                                 | (A)                                                                                                                                                                                                          | s218  or s255 of the Income Tax Assessment Act 1936; |
|         |                                                                                                                          |        |                                                                                      |                                                                                                                                                                                                              |  |  |

 

3

----

 

(B)           s260-5 of Schedule 1 to the Taxation Administration Act1953;

 

(C)           s34 of the Taxation Administration Act 1953;

 

(D)          any similar legislation,

 

which will affect that asset; or

 

(v)                               on a GovernmentAgency taking any step which may result in an amount of Tax or an amount owingto a Government Agency ranking ahead of the floating charge with respect tothat asset; or

 

(b)           in respect ofall the Property:

 

(i)                                  if an order ismade or a resolution is passed for the winding up of the Mortgagor; or

 

(ii)                              on the securityconstituted by this Deed being enforced in any way.

 

Except where expressly stated, no notice or action by the Lender isnecessary for the charge to crystallise.

 

**2.5          De-crystallisation**

 

By notice to the Mortgagor, the Lender may at anytime release from the fixed charge any asset which has become subject to afixed charge under clause 2.4.

 

That asset will then again be subject to the floatingcharge and to the further operation of that Clause.

 

**3.           Acknowledgment of Indebtedness**

 

The Mortgagor acknowledges that it owes the Lenderat least $1.

 

4

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**Schedule**

** **

**Prior Ranking Security Interests**

** **

5

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**Executed** as a Deed.

 

SIGNEDSEALED AND DELIVERED byChannell Pty Ltd ACN 002 735 622by 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) |

 

 

6

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| ****   |                         | Westpac  Banking Corporation ABN 33 007 457 141 |
|--------|------------------------------|-------------------------------------------------|
|   |
|   | **Business Loan Centre NSW** |
|   | 1****King Street             |
|   | Concord  West NSW 2138       |
|   | Telephone:  02 8767 3234     |
|   | Facsimile:  02 9767 1170     |
|        |                              |                                                 |  |

 

**BANKER’S UNDERTAKING**

 

To:     ING Management Limited ACN006 065 032 of 3 Healy Circuit Huntingwood NSW 2148 (the “Favouree”)

 

At the request of:       ChannellPty Ltd ACN 002 735 622 (the “Customer”)

 

and in consideration of the Favouree accepting this Undertaking forrental bond for the premises at Huntingwood, WESTPAC BANKING CORPORATION (the “Bank”)unconditionally undertakes to pay on demand any amount or amounts which mayfrom time to time be demanded in writing purporting to be signed by or onbehalf of the Favouree, up to a maximum aggregate sum of $296,925.75 (the “Amount”).

 

Paymentof the Amount or any part thereof will be made by the Bank to the Favoureewithout reference to the Customer and regardless of any notice from the Customerto the Bank not to pay any amount.

 

TheBank’s obligations under this Undertaking cease on the earliest of thefollowing:

 

·         writtennotification is received by the Bank from the Favouree that the Undertaking isno longer required

 

·         the Undertaking is returned to the Bank

 

·         all payments by the Bank to the Favouree under theUndertaking total the Amount

 

·         the Favouree notifies the Bank that the payments made by theBank constitute the total amount required to be paid

 

Notwithstandingany other obligations of the Bank under this Undertaking the Bank may at anytime, without being required to do so, extinguish any liability it has underthe Undertaking by paying to the Favouree the Amount less any amount or amountsit has previously paid under this Undertaking, or any lesser amount theFavouree notifies the Bank as being acceptable to it.

 

Thebenefit of this Undertaking is personal to the named Favouree and is notcapable of assignment.

 

1

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**BANKER’S UNDERTAKING**

 

By:           WESTPAC BANKINGCORPORATION ABN 33 007 457 141 (the “Bank”)

 

To:           ING ManagementLimited ACN 006 065 032 of 3 Healy Circuit Huntingwood NSW 2148 (the “Favouree”)

 

At the request of:         Channell Pty Ltd ACN 002 735 622 (the “Customer”)

 

Amount:      $296,925.75

 

Dated at Concord West, this 23rd day of January 2008.

 
| I  certify that the Attorney for the Bank, with whom I am personally acquainted  or as to whose identity I am otherwise satisfied, signed this instrument in  my presence. |                                                                                                                   | SIGNED  by | CERISE UDEN                                                                  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|
|                                                                                                                                                                       | as  attorney for Westpac Banking  Corporation ABN 33 007 457 141 under  power of attorney registered Book 4299 No 332. |
|                                                                                                                                                                       |                                                                                                                   |       |                                                                         |
|                                                                                                                                                                       |                                                                                                                   |       |                                                                         |
| Signature  of Witness:                                                                                                                                                     | /s/ William Widjaja                                                                                               |       | /s/  Cerise Uden                                                             |
|                                                                                                                                                                       |                                                                                                                   |       | Signature TIER  THREE ATTORNEY                                          |
| Name  of Witness:                                                                                                                                                          | WILLIAM WIDJAJA                                                                                                        |       | By  executing this instrument the attorney states that the                   |
|                                                                                                                                                                       |                                                                                                                   |       | attorney  has received no notice of the revocation of the power of attorney. |
| Address  of Witness:                                                                                                                                                       | BANK  OFFICER   NSW SERVICE CENTRE  1 KING ST. CONCORD WEST                                                            |       |
|                                                                                                                                                                            |                                                                                                                        |            |                                                                              |  |  |  |  |

 

**Pleaseforward all notices and correspondence to The Manager, Westpac Banking Corporationat Business Loan Centre NSW 1 King Street Concord West NSW 2138 (ref: NSW MetroNorwest branch).**

 

*This is the duplicate copy of the Banker’s Undertaking.*

 

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