Heads
                of agreement

               

            
	 	 	 
	 	 	
              Neqtar
                Limited (Vendor)

               

              Saint
                James Company (Purchaser)

               

               

            


    

     

    
      
        	
                MinterEllison

              	 
	 	
                 LAWYERS

              


      

       

      
        	 	
                RIALTO
                  TOWERS, 525 COLLINS STREET, MELBOURNE VIC 3000, DX 204
                  MELBOURNE

                TEL:
                  +61 3 8608 2000 FAX: +61 3 8608 1000

                www.minterellison.com 

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Heads
      of
      agreement

    
       

      
        

      



    
      	
              Details

            	
              4

            
	 	 
	
              Agreed
                terms

            	
              5

            
	 	 
	
              1.

            	
              Defined
                terms and interpretation

            	
              5

            
	 	 	 
	
              1.1

            	
              Defined
                terms

            	
              5

            
	
              1.2

            	
              Interpretation

            	
              6

            
	
              1.3

            	
              Headings

            	
              7

            
	 	 	 
	
              2.

            	
              Status
                of heads of agreement

            	
              7

            
	 	 	 
	
              2.1

            	
              Intention
                to be legally bound

            	
              7

            
	
              2.2

            	
              Entire
                agreement

            	
              8

            
	 	 	 
	
              3.

            	
              Sale

            	
              8

            
	 	 	 
	
              3.1

            	
              Agreement
                to sell

            	
              8

            
	
              3.2

            	
              Share
                Sale Agreement

            	
              8

            
	
              3.3

            	
              Conditions
                Precedent

            	
              8

            
	 	 	 
	
              4.

            	
              Negotiation
                of agreements

            	
              10

            
	 	 	 
	
              4.1

            	
              Co-operation

            	
              10

            
	
              4.2

            	
              Costs

            	
              10

            
	 	 	 
	
              5.

            	
              Terms
                of Transaction Documents

            	
              10

            
	 	 	 
	
              5.1

            	
              Share
                Sale Agreement

            	
              10

            
	
              5.2

            	
              Merbein
                Agreement

            	
              10

            
	
              5.3

            	
              HwCg
                Sales and Marketing Agreement

            	
              11

            
	
              5.4

            	
              Wine
                Inventory Agreement

            	
              12

            
	
              5.5

            	
              Security
                Documents

            	
              12

            
	
              5.6

            	
              Other
                Terms

            	
              13

            
	 	 	 
	
              6.

            	
              Terms
                of share sale agreement

            	
              13

            
	 	 	 
	
              6.1

            	
              Purchase
                Price

            	
              13

            
	
              6.2

            	
              Payment
                of the Purchase Price

            	
              13

            
	
              6.3

            	
              Pre-Completion
                Estimate

            	
              14

            
	
              6.4

            	
              Post-Completion
                Adjustments

            	
              14

            
	
              6.5

            	
              Intercompany
                Balances and Financial Indebtedness

            	
              14

            
	
              6.6

            	
              Warranties

            	
              14

            
	
              6.7

            	
              Obligations
                before Completion

            	
              14

            
	
              6.8

            	
              Trade
                marks

            	
              15

            
	 	 	 
	
              7.

            	
              Timetable

            	
              15

            
	 	 	 
	
              8.

            	
              Due
                diligence

            	
              15

            
	 	 	 
	
              8.1

            	
              Access
                to materials

            	
              15

            
	
              8.2

            	
              Copies
                of materials

            	
              16

            
	 	 	 
	
              9.

            	
              Termination

            	
              16

            
	 	 	 
	
              10.

            	
              Confidentiality
                and announcements

            	
              17

            
	 	 	 
	
              10.1

            	
              Terms
                and subject matter of heads of agreement

            	
              17

            


    

     

    
      
        	
                 

              	
                 

              
	
                Minter
                  Ellison | Ref: THW 30-5726382

              	
                Heads
                  of agreement | page 2

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              10.2

            	
              Return
                of confidential information

            	
              17

            
	
              10.3

            	
              Public
                Announcements

            	
              17

            
	
              10.4

            	
              Termination

            	
              18

            
	 	 	 
	
              11.

            	
              Further
                action

            	
              18

            
	 	 	 
	
              12.

            	
              Dispute
                resolution

            	
              18

            
	 	 	 
	
              13.

            	
              GST

            	
              18

            
	 	 	 
	
              14.

            	
              Governing
                law and jurisdiction

            	
              19

            
	 	 	 
	
              15.

            	
              Counterparts

            	
              19

            
	 	 	 
	
              Schedule
                1 –
                Transfer Assets

            	
              20

            
	 	 
	
              Schedule
                2 - Merbein Facilities

            	
              21

            
	 	 
	
              [This
                schedule is subject to discussion between David Stevenson and Neil
                MacKenzie]

            	
              21

            
	 	 
	
              1.

            	
              Merbein
                Facility

            	
              21

            
	 	 	 
	
              2.

            	
              Transitional
                Services

            	
              21

            
	 	 	 
	
              3.

            	
              Share
                Services

            	
              21

            
	 	 	 
	
              Schedule
                3 –
                Warranties

            	
              22

            
	 	 
	
              Schedule
                4 –
                Limitations

            	
              30

            
	 	 
	
              1.

            	
              Qualifications

            	
              30

            
	 	 	 
	
              2.

            	
              Acknowledgments

            	
              30

            
	 	 	 
	 	 	 
	
              3.

            	
              No
                reliance

            	
              31

            
	 	 	 
	
              4.

            	
              Financial
                limits on Claims

            	
              32

            
	 	 	 
	
              5.

            	
              Time
                limits on Claims

            	
              32

            
	 	 	 
	
              6.

            	
              Other
                limits on Claims

            	
              33

            
	 	 	 
	
              7.

            	
              Maximum
                aggregate liability for Claims

            	
              33

            
	 	 	 
	
              8.

            	
              Notice
                of potential Claim

            	
              33

            
	 	 	 
	
              9.

            	
              Conduct
                of third party Claims

            	
              34

            
	 	 	 
	 	 	 
	
              10.

            	
              Rights
                of the Purchaser

            	
              34

            
	 	 	 
	
              11.

            	
              Costs
                indemnity

            	
              34

            
	 	 	 
	
              12.

            	
              Warranty
                payments

            	
              35

            
	 	 	 
	
              13.

            	
              Benefits
                or credits received by the Company or the
                Purchaser

            	
              35

            
	 	 	 
	
              14.

            	
              Trade
                Practices Act

            	
              35

            
	 	 	 
	
              15.

            	
              Financial
                forecasts

            	
              35

            
	 	 	 
	
              Signing
                page

            	
              36

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 3

            


       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Details

    
      
        

      

    

    
      	
               

              Date

            	 


    

     

    Parties


     

    
      	
              Name

            	
              Neqtar
                Limited (a
                company registered in England & Wales with company number
                05581964)

               

            
	
              Short
                form name

            	
              Vendor

            
	
              Notice
                details

            	
              Thremhall,
                Start Hill, Bishop's Stortford, Hertfordshire, CM22 7TD,
                England

              Facsimile
                +44 0 1279 873501

              Attention:
                Jim Furze

            


    

     

    
      	
              Name

            	
              Saint
                James Company,
                [a Nevada Company]

            
	
              Short
                form name

            	
              Purchaser

            
	
              Notice
                details

            	
              1117
                East Putnam Avenue, Suite 210, Riverside, Connecticut 06878,
                USA

              Facsimile
                203-801-9685

              Attention:
                Jake Shapiro

            


    

     

    Background

     

    
      	A	
              The
                Shares are legally and beneficially owned by the Vendor.
                

            


    

     

    
      	B	
              Subject
                to the terms of these heads of agreement, the Vendor has agreed to
                sell
                and the Purchaser has agreed to buy (or procure that its nominee
                buys) the
                Shares.

            


    

     

    
      	C	
              The
                parties agree that they will work together to complete the transaction
                contemplated in these heads of agreement in accordance with the
                Timetable.

            


    

     

    
      	D	
              These
                heads of agreement record the basis on which the parties will proceed
                to
                negotiate the Transaction
                Documents.

            


    

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 4

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    Agreed
      terms

    
      
        

      

    

     

    
      	
              1.

            	
              Defined
                terms
                and interpretation

            


    

     

    
      	
              1.1

            	
              Defined
                terms

            


    

     

    In
      these
      heads of agreement:

     

    Acquisition
      means
      the
      acquisition of the Shares by the Purchaser (or its nominee) as proposed under
      these heads of agreement. 

     

    Business
      means
      the
      business of manufacturing, selling and distributing wine, carried on by Neqtar
      Wines.

     

    Business
      Day means
      a
      day that is not a Saturday, Sunday or public holiday in Victoria.

     

    Claim
      includes
      a claim, notice, demand, action, proceeding, litigation, investigation,
      judgment, damage, loss, cost, expense or liability however arising, whether
      present, unascertained, immediate, future or contingent, whether based in
      contract, tort or statute and whether involving a third party or a party to
      these heads of agreement.

     

    Company
      means
      Neqtar Australia Pty Ltd ACN 119 786 408.

     

    Completion
      means
      completion of the Share Sale Agreement.

     

    Corporations
      Act
      means
      the Corporations
      Act 2001
      (Cth).

     

    Disclosure
      Letter
      means
      the letter entitled “Disclosure Letter” given by the Vendor to the Purchaser on
      or about the date of this heads of agreement.

     

    Due
      Diligence Material means
      the
      due diligence information and documents provided to the Purchaser in relation
      to
      the Company and Neqtar Wines, through a web based data room.

     

    Encumbrance,
      in
      relation to any asset, means any right, title, claim, interest, power or remedy
      held or claimed by any third party in or to that asset (including, but without
      limitation, under any mortgage, charge, lien, pledge, trust or
      power).

     

    EU
      means
      the European Union.

     

    Final
      Payment Date means
      the
      date which is 12 months and one day after the date of Completion.

     

    First
      Ranking Charge means
      the
      charge over the assets of the Purchaser, the Company and Neqtar Wines in favour
      of the Purchaser's financiers in relation to the provision of finance to the
      Purchaser for the Acquisition.

     

    Fosters
      Contracts
      means
      the three contracts between Fosters and Neqtar Wines, being a contract
      processing contract, a wine supply contract and blending agreement.

     

    Group
      means
      the
      Company and its subsidiaries.

     

    Group
      Company means
      one
      of the Company and its subsidiaries. 

     

    HwCg
      means HwCg
      Limited, a company incorporated in the United Kingdom (number
      01613823).

     

    HwCg
      Sales and Marketing Agreement means
      the
      agreement to be entered into at Completion on the terms set out in clause 5.3.
      

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 5

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    Inventory
      means
      all
      the physical inventory of bulk wine, bottled wine and dry goods, which is owned
      by Neqtar Wines as at Completion.

     

    Merbein
      Agreement
      means
      the agreement to be entered into at Completion on the terms set out in clause
      5.2.

     

    Merbein
      Facilities
      means
      the storage and blending facilities described in item 1 of Schedule 2 of these
      heads of agreement. 

     

    Neqtar
      Wines means
      Neqtar Wines Pty Ltd ACN 119 786 373.

     

    Purchase
      Price means
      the
      purchase price for the Shares, as specified in clause 6.1.

     

    Real
      Properties
      means
      any real properties owned or used by any Group Company.

     

    SdS
      Beverages
      means
      SdS Beverages Pty Ltd (ACN 115 465 631).

     

    Security
      Documents means:

     

    
      	 	
              (a)

            	
              the
                deed of charge (and registered mortgage over the Company's real estate)
                to
                effect the terms contained in clause 5.5(a)(i);
                and

            


    

     

    
      	 	
              (b)

            	
              a
                deed of priority (intercreditor agreement) between the Vendor and
                the
                holder of the First Ranking Charge, in respect of the charge referred
                to
                in clause 5.5(a)(i).

            


    

     

    Share
      Sale Agreement means
      the
      formal share sale agreement to be entered into between the parties under which
      the Vendor agrees to sell the Shares to the Purchaser and the Purchaser (or
      its
      nominee) agrees to purchase the Shares from the Vendor for the Purchase Price.
      

     

    Shares
      means
      all of the shares in the Company.

     

    Sunset
      Date
      means
      11:59pm 19 January 2009 or such other date as agreed in writing by the parties.
      

     

    Timetable
      means
      the
      timetable referred to in clause 7.

     

    Transaction
      Documents
      means:


     

    
      	 	
              (a)

            	
              the
                Share Sale Agreement; 

            


    

     

    
      	 	
              (b)

            	
              the
                Wine Inventory Agreement;

            


    

     

    
      	 	
              (c)

            	
              the
                Merbein Agreement; 

            


    

     

    
      	 	
              (d)

            	
              the
                HwCg Sales and Marketing Agreement;


            


    

     

    
      	 	
              (e)

            	
              the
                Security Documents; and

            


    

     

    
      	 	
              (f)

            	
              any
                other documents ancillary to any of the
                above.

            


    

     

    Warranty
      means
      each of the representations and warranties to be given by the Vendor under
      these
      heads of agreement and under the Share Sale Agreement.

     

    Wine
      Inventory
      means
      the Inventory to the extent it comprises bulk wine and bottled
      wine.

     

    Wine
      Inventory Agreement
      has the
      meaning given in clause 5.4(c).

     

    Wine
      Inventory Cost Forecast means
      the
      forecasts used by the Vendor to determine the cost price of the Wine Inventory,
      which will be provided to the Purchaser as part of the Due Diligence Material
      

     

    
      	
              1.2

            	
              Interpretation

            


    

     

    In
      these
      heads of agreement, except where the context otherwise requires:

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 6

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	 	
              (a)

            	
              the
                singular includes the plural and vice versa, and a gender includes
                other
                genders;

            


    

     

    
      	 	
              (b)

            	
              another
                grammatical form of a defined word or expression has a corresponding
                meaning;

            


    

     

    
      	 	
              (c)

            	
              a
                reference to a clause, paragraph, schedule or annexure is to a clause
                or
                paragraph of, or schedule or annexure to, these heads of agreement,
                and a
                reference to these heads of agreement includes any schedule or annexure;
                

            


    

     

    
      	 	
              (d)

            	
              a
                reference to a document or instrument includes the document or instrument
                as novated, altered, supplemented or replaced from time to
                time;

            


    

     

    
      	 	
              (e)

            	
              a
                reference to A$,
                $A, dollar
                or
                $
                is
                to Australian currency;

            


    

     

    
      	 	
              (f)

            	
              a
                reference to time is to Melbourne, Australia
                time;

            


    

     

    
      	 	
              (g)

            	
              a
                reference to a party is to a party to these heads of agreement, and
                a
                reference to a party to a document includes the party's executors,
                administrators, successors and permitted assigns and
                substitutes;

            


    

     

    
      	 	
              (h)

            	
              a
                reference to a person includes a natural person, partnership, body
                corporate, association, governmental or local authority or agency
                or other
                entity; 

            


    

     

    
      	 	
              (i)

            	
              a
                reference to a statute, ordinance, code or other law includes regulations
                and other instruments under it and consolidations, amendments,
                re-enactments or replacements of any of
                them;

            


    

     

    
      	 	
              (j)

            	
              a
                word or expression defined in the Corporations Act has the meaning
                given
                to it in the Corporations Act;

            


    

     

    
      	 	
              (k)

            	
              the
                meaning of general words is not limited by specific examples introduced
                by
                including,
                for example
                or
                similar expressions;

            


    

     

    
      	 	
              (l)

            	
              any
                deed, representation, warranty or indemnity by two or more parties
                (including where two or more persons are included in the same defined
                term) binds them jointly and severally;


            


    

     

    
      	 	
              (m)

            	
              any
                deed, representation, warranty or indemnity in favour of two or more
                parties (including where two or more persons are included in the
                same
                defined term) is for the benefit of them jointly and
                severally;

            


    

     

    
      	 	
              (n)

            	
              a
                rule of construction does not apply to the disadvantage of a party
                because
                the party was responsible for the preparation of this heads of agreement
                or any part of it; and 

            


    

     

    
      	 	
              (o)

            	
              if
                a day on or by which an obligation must be performed or an event
                must
                occur is not a Business Day, the obligation must be performed or
                the event
                must occur on or by the next Business
                Day.

            


    

     

    
      	1.3	
              Headings

            


    

     

    Headings
      are for ease of reference only and do not affect interpretation.

     

    
      	
              2.

            	
              Status
                of heads of agreement

            


    

     

    
      	
              2.1

            	
              Intention
                to be legally bound

            


    

     

    
      	 	
              (a)

            	
              The
                parties intend that these heads of agreement are binding in accordance
                with their terms on and from the date of these heads of agreement,
                despite
                the fact that the parties may not have reached final agreement as
                to the
                 specific form of each of the Transaction
                Documents.

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 7

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	 	
              (b)

            	
              The
                terms of these heads of agreement: 

            


    

     

    
      	
            	(i)	
              are
                not merely statements of the current intention of the parties;
                

            


    

     

    
      	
            	(ii)	
              are
                intended to be legally binding on the parties;
                and

            


    

     

    
      	
            	(iii)	
              constitute
                a binding undertaking or representation concerning the Acquisition
                by both
                parties, even if the parties subsequently work together and take
                action or
                refrain from taking action on the assumption or in the expectation
                that
                the Transaction Documents will be
                executed.

            


    

     

    
      	
              2.2

            	
              Entire
                agreement

            


    

     

    These
      heads of agreement constitute the entire agreement between the parties as to
      their subject matter and supersede all earlier understandings or agreements
      relating to the Acquisition.

     

    
      	
              3.

            	
              Sale

            


    

     

    
      	
              3.1

            	
              Agreement
                to sell

            


    

     

    Subject
      to the terms and conditions of these heads of agreement, the Vendor agrees
      to
      sell the Shares to the Purchaser and the Purchaser agrees to purchase the
      Shares, free and clear of all Encumbrances, for the Purchase Price.

     

    
      	
              3.2

            	
              Share
                Sale Agreement

            


    

     

    The
      agreement between the Vendor and the Purchaser in clause 3.1 is subject to
      execution of the Share Sale Agreement between the Purchaser and the Vendor,
      and
      agreement on the form of the other Transaction Documents, on terms acceptable
      to
      both parties.

     

    
      	
              3.3

            	
              Conditions
                Precedent

            


    

     

    The
      sale
      and purchase of the Shares will be subject to conditions precedent. . These
      conditions precedent will include: 

     

    
      	 	
              (a)

            	
              a
                condition that SdS Beverages transfer to Neqtar Wines the assets
                listed in
                Schedule 1, free from Encumbrances, on terms that are satisfactory
                to the
                Purchaser acting reasonably; 

            


    

     

    
      	 	
              (b)

            	
              a
                condition that the Purchaser raise debt and equity finance, on terms
                that
                are satisfactory to the Purchaser in its absolute discretion, in
                an amount
                that is sufficient to enable the Purchaser to
                pay:

            


    

     

    
      	
            	(i)	
              the
                Purchase Price; 

            


    

     

    
      	
            	(ii)	
              the
                costs and expenses associated with the Acquisition;
                and

            


    

     

    
      	
            	(iii)	
              any
                other amounts payable by the Purchaser in connection with the Acquisition,
                and
                have sufficient working capital to support the Business;
                

            


    

     

    
      	 	
              (c)

            	
              if
                the Acquisition is subject to the Foreign Acquisition and Takeovers
                Act
                1975 (Cwlth)(“FATA”):
                

            


    

     

    
      	
            	(i)	
              the
                Purchaser receives notice that the Treasurer has no objection to
                the
                Acquisition; or

            


    

     

    
      	
            	(ii)	
              the
                period elapses during which the Treasurer may make an order under
                section
                18 or 22 of FATA, without an order being made in relation to the
                Acquisition; or

            


    

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 8

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	
            	
              (iii)

            	
              if
                an interim order is made under section 22 of FATA, the subsequent
                period
                for making a final order prohibiting the Acquisition elapses, without
                a
                final order being made;

            


    

     

    
      	 	
              (d)

            	
              a
                condition that Completion be conditional on the Purchaser receiving
                other
                approvals that are required by law and are necessary and reasonable
                for
                the operation of the Business, on terms that are satisfactory to
                the
                Purchaser acting reasonably;

            


    

     

    
      	 	
              (e)

            	
              a
                condition that each Group Company obtains any material consents that
                it
                may reasonably require (or which the Purchaser reasonably believes
                the
                Group Company may require) in relation to the Acquisition from any
                third
                party, on terms satisfactory to the Purchaser


            


    

     

    
      	 	
              (f)

            	
              a
                condition that the Purchaser receive valuations addressed to the
                Purchaser
                from a valuer satisfactory to the Purchaser and in form and substance
                satisfactory to the Purchaser, which valuations confirm that the
                tangible
                assets of Neqtar Wines have a fair market value of not less than
                $27
                million in aggregate; 

            


    

     

    
      	 	
              (g)

            	
              the
                Fosters Contracts are amended in such manner that reflects commercial
                terms that substantially or effectively
                include:

            


    

     

    
      	
            	(i)	
              the
                Fosters Contracts are not due to terminate prior to 31 December
                2010;

            


    

     

    
      	
            	(ii)	
              the
                contract processing agreement provides for Neqtar Wines to process
                not
                less than 8,000 tonnes of grapes per annum for Fosters on terms
                satisfactory to the Purchaser;

            


    

     

    
      	
            	(iii)	
              the
                wine sales agreement provides for Neqtar Wines to sell Fosters all
                the
                wine made from not less than 8,000 tonnes of grapes per annum owned
                by
                Neqtar Wines, on terms satisfactory to the
                Purchaser;

            


    

     

    
      	
            	(iv)	
              the
                prices payable by Fosters, in respect of the 16,000 tonnes of grapes
                per
                annum the subject of the contract processing agreement and the wine
                sales
                agreement, are increased by $40 per
                tonne;

            


    

     

    
      	
            	(v)	
              the
                blending agreement provides for Neqtar Wines to provide blending
                and
                storage services to Fosters in respect of not less than 15 million
                litres
                of wine per annum, on terms satisfactory to the Purchaser;
                

            


    

     

    
      	
            	(vi)	
              the
                terms of payment in the Fosters Contracts are as disclosed by the
                Vendor
                to the Purchaser;

            


    

     

    
      	
            	(vii)	
              the
                terms of the Fosters Contracts are otherwise consistent with the
                forecasts
                provided by the Vendor to the Purchaser and on which the Purchaser
                has
                relied;

            


    

     

    
      	 	
              (h)

            	
              a
                condition that the Purchaser complete its due diligence in relation
                to the
                Group Companies and the Business and not become aware of any material
                matter that is not satisfactory to the Purchaser acting reasonably.;
                and.

            


    

     

    
      	 	
              (i)

            	
              a
                condition that the Vendor obtain any necessary shareholder approval
                to the
                sale of the Shares to the
                Purchaser.

            


    

     

    The
      conditions precedent are,
      except
      for the condition at clause 3.3(i), for the sole benefit of the Purchaser.
      The
      Vendor and the Purchaser must use reasonable endeavours to cause or procure
      satisfaction of the conditions precedent as soon as is reasonably practicable.
      The Vendor and the Purchaser must, on reasonable request from the other party,
      report to one another in reasonable detail and in writing, in relation to their
      progress with satisfaction of the conditions precedent. The Purchaser may waive
      any of the conditions by notice given to the Vendor. If any of the conditions
      are not satisfied on or before the Sunset Date, either party may terminate
      these
      heads of agreement (and each Transaction Document that has been executed) by
      notice given to the other party.

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 9

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      	
              4.

            	
              Negotiation
                of agreements

            


    

     

    
      	
              4.1

            	
              Co-operation

            


    

     

    
      	 	
              (a)

            	
              The
                parties must use reasonable endeavours to negotiate each of the
                Transaction Documents in accordance with the Timetable and, subject
                to
                clause 4.1(b) on the basis of these heads of
                agreement.

            


    

     

    
      	 	
              (b)

            	
              The
                parties must use reasonable endeavours to minimise their respective
                costs
                of implementing the Acquisition, including considering any reasonable
                proposal to structure the transaction in a manner to minimise the
                costs of
                each of the parties.

            


    

     

    
      	 	
              (c)

            	
              The
                Transaction Documents and other ancillary documents will be prepared
                by
                the Purchaser's lawyers, excluding the Merbein Agreement which is
                to be
                prepared initially by the Vendor's
                lawyers.

            


    

     

    
      	
              4.2

            	
              Costs

            


    

     

    The
      parties will bear their own respective costs and expenses of negotiating and
      executing the Transaction Documents.

     

    
      	
              5.

            	
              Terms
                of Transaction Documents

            


    

     

    
      	
              5.1

            	
              Share
                Sale Agreement

            


    

     

    Subject
      to these heads of agreement, the parties will use reasonable endeavours to
      negotiate the Share Sale Agreement, on the basis set out in these heads of
      agreement, in particular in clause 6. 

     

    
      	
              5.2

            	
              Merbein
                Agreement

            


    

     

    
      	 	
              (a)

            	
              Subject
                to these heads of agreement, the parties agree
                that:

            


    

     

    
      	
            	(i)	
              subject
                to the Vendor obtaining any necessary consents, the Purchaser will
                procure
                that the Company will lease the Merbein Facilities from the Vendor
                or a
                related body corporate of the Vendor on an exclusive basis, for five
                years
                from the date of Completion;

            


    

     

    
      	
            	(ii)	
              the
                rent payable under the lease will be a total of $1,000,000 (excluding
                GST)
                payable by equal monthly instalments over the last two years of the
                lease;
                

            


    

     

    
      	
            	(iii)	
              The
                Purchaser will bear the costs as detailed and disclosed as winery
                recharge
                in the budget document provided in the Due Diligence Material. This
                disclosed cost is contained in all projected earnings to the
                Purchaser .

            


    

     

    
      	
            	(iv)	
              on
                the date which is five years from the date of Completion (Sale
                Date),
                subject to the Vendor obtaining any consents required by law, the
                Purchaser will procure that the Company will purchase, and the Vendor
                or a
                related body corporate of the Vendor will sell, the Merbein Facility
                for
                the fair market value of the Merbein Facility as at the Sale Date,
                as
                determined by an independent valuer, an arm's length valuation between
                a
                willing Vendor and Purchaser and otherwise as set out in the contract
                for
                sale of real estate to be attached to the Merbein Agreement containing
                terms and conditions usually included in an agreement relating to
                the sale
                of a similar property;

            


    

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 10

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    
      	
            	
              (v)

            	
              the
                Purchaser will procure that the Company will provide SdS Beverages
                with
                transitional and shared services of the kind listed in items 2 and
                3 of
                Schedule 2 of these heads of agreement for the consideration, and
                on and
                subject to the terms, set out in the Merbein Agreement;
                and

            


    

     

    
      	
            	(vi)	
              the
                Vendor will procure that SdS Beverages will provide the Company with
                transitional and shared services of the kind listed in items 2 and
                3 of
                Schedule 2 of these heads of agreement for the consideration, and
                on and
                subject to the terms, set out in the Merbein Agreement;
                and

            


    

     

    
      	
            	(vii)	
              The
                independent valuer referred to in clause 5.2(a)(iv) will be such
                person as
                the Vendor and Purchaser may agree or, in default of agreement, a
                registered valuer of no less than 15 years experience appointed by
                the
                President of the Institute of
                Valuers.

            


    

     

    
      	 	
              (b)

            	
              The
                parties will use reasonable endeavours to negotiate the Merbein Agreement,
                on the basis set out in these heads of
                agreement.

            


    

     

    
      	 	
              (c)

            	
              The
                agreed form of the Merbein Agreement will be annexed to the Share
                Sale
                Agreement to be entered into at
                Completion.

            


    

     

    
      	
              5.3

            	
              HwCg
                Sales and Marketing
                Agreement

            


    

     

    
      	 	
              (a)

            	
              Subject
                to these heads of agreement, the parties agree that the HwCg, the
                Vendor
                and Neqtar Wines will enter into a wine distribution agreement under
                which
                the Vendor will purchase (or cause or procure HwCg to purchase) a
                minimum
                of 1.728 million litres of wine (either as bulk or bottled wine)
                in each
                of the 2009 and 2010 vintages, subject to the terms set out in that
                distribution agreement, including (but without limitation) the following
                terms:

            


    

     

    
      	
            	(i)	
              the
                Vendor or HwCg will purchase from Neqtar Wines the quantity of wine
                made
                in the 2008 vintage as shown in the forecasts provided by the Vendor
                and
                on which the Purchaser has relied;

            


    

     

    
      	
            	(ii)	
              wine
                will be taken from the 2009-2010 vintages – whites taken and paid for by
                June in the year after the vintage year and reds by December in the
                year
                following the vintage year;

            


    

     

    
      	
            	(iii)	
              the
                wine styles or specifications to be supplied will be similar to the
                styles
                and specifications of the wine made in the 2008 vintage (or as otherwise
                agreed between the Vendor and the
                Purchaser);

            


    

     

    
      	
            	(iv)	
              the
                purchase price paid by HwCg or the Vendor for the wine will be cost
                (determined on an open book basis) plus a margin of $422,000 per
                annum;

            


    

     

    
      	
            	(v)	
              any
                volumes of wine to be supplied which are above the minimum will be
                negotiated and agreed on annual
                basis;

            


    

     

    
      	
            	(vi)	
              excluding
                any of the Vendor's existing suppliers, the Vendor will not buy any
                Australian wine without first giving the Company a first right of
                refusal
                to match the terms of the purchase;
                and

            


    

     

    
      	
            	(vii)	
              HwCg
                will distribute the wine in the United Kingdom and the EU (and will
                not
                distribute any of the wine outside the United Kingdom and the
                EU).

            


    

     

    
      	 	
              (b)

            	
              The
                parties will use reasonable endeavours to negotiate the HwCg Sales
                and
                Marketing Agreement, on the basis set out in these heads of
                agreement.

            


    

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 11

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              The
                agreed form of the HwCg Sales and Marketing Agreement will be annexed
                to
                the Share Sale Agreement to be entered into at
                Completion.

            


    

     

    
      	
              5.4

            	
              Wine
                Inventory Agreement

            


    

     

    
      	 	
              (a)

            	
              At
                Completion, the Purchaser will purchase the Inventory, excluding
                the Wine
                Inventory, on an as
                is, where is
                basis, on reasonable terms to be agreed between the
                parties.

            


    

     

    
      	 	
              (b)

            	
              At
                Completion, the Vendor will cause or procure Neqtar Wines to sell
                or
                transfer the Wine Inventory to the Vendor, on an as
                is, where is
                basis, on terms that are satisfactory to the Purchaser acting reasonably.
                

            


    

     

    
      	 	
              (c)

            	
              At
                Completion, the Vendor will enter into an agreement with Neqtar Wines
                (the
                Wine Inventory Agreement)
                under which Neqtar Wines will have:

            


    

     

    
      	
            	(i)	
              an
                obligation to draw down or buy some or all of the Wine Inventory
                from time
                to time to meets its obligations under the Fosters Contracts and
                the HwCg
                Sales and Marketing Agreement, at its cost price (determined on the
                same
                basis as has been used in the Wine Inventory Cost ForecastsError!
                Reference source not found.);
                and

            


    

     

    
      	
            	(ii)	
              a
                right to draw down or buy some or all of the Wine Inventory at any
                other
                time, and from time to time, for the purposes of other sales, at
                its cost
                price (determined on the same basis as has been used in the Wine
                Inventory
                Cost Forecasts) .

            


    

     

    
      	 	
              (d)

            	
              Under
                the Wine Inventory Agreement the Purchaser must pay for any Wine
                Inventory
                that is drawn down by the last day of the month of in which that
                Wine
                Inventory was drawn down. Neqtar Wines will direct that payment by
                the
                Purchaser for the Wine Inventory is made directly to the Vendor.
                If Neqtar
                Wines has not drawn down all of the Wine Inventory within 12 months
                after
                the Completion Date then, on the expiration of that period, Neqtar
                Wines
                will draw down the balance of the Wine Inventory, at its cost price.
                

            


    

     

    
      	
            	(e)	
              Until
                Neqtar Wines draws down or buys any of the Wine Inventory, Neqtar
                Wines
                will retain possession and control of the Wine Inventory and store
                the
                Wine Inventory for the Vendor. The Vendor may grant a floating charge
                over
                the Wine Inventory and Neqtar Wines and the Vendor’s financier will enter
                into such agreements as are reasonably necessary to give effect to
                that
                security and the rights of Neqtar Wines to draw down the Wine Inventory.
                

            


    

     

    
      	 	
              (e)

            	
              Prior
                to Completion, the Vendor will permit the Purchaser to inspect, sample
                and
                test the Wine Inventory and, immediately following that inspection,
                the
                Purchaser may reject any of the Wine Inventory that the Purchaser
                reasonably believes is not of good and merchantable quality or fit
                for the
                purpose for which it was made. Neqtar Wines will have no obligation
                to
                purchase any of the Wine Inventory that is rejected by the Purchaser
                under
                this clause prior to Completion.

            


    

     

    
      	 	
              (f)

            	
              The
                parties will use reasonable endeavours to negotiate the Wine Inventory
                Agreement, on the basis of the terms set out in this clause
                5.4.

            


    

     

    
      	 	
              (g)

            	
              The
                agreed form of the Wine Inventory Agreement will be annexed to the
                Share
                Sale Agreement to be entered into at
                Completion.

            


    

     

    
      	
              5.5

            	
              Security
                Documents

            


    

     

    
      	 	
              (a)

            	
              Subject
                to these heads of agreement, the parties agree that:
                

            


    

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 12

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (i)

            	
              with
                effect from Completion (or the first date on which financial assistance
                may be given by the Company or Neqtar Wines, if later) the Purchaser
                will
                grant or procure the grant of a fixed and floating charge over the
                Company, Neqtar Wines, all or substantially all of the Company's
                assets
                and all or substantially all of Neqtar Wines' assets, in favour of
                the
                Vendor to secure
                the payment by the Purchaser (or its nominee) of any amount of the
                Purchase Price which has not already been paid at
                Completion.

            


    

     

    
      	
            	(ii)	
              the
                charge referred to in clause 5.5(a)(i) will rank immediately behind
                the
                First Ranking Charge.

            


    

     

    
      	 	
              (b)

            	
              The
                parties will use reasonable endeavours to negotiate the Security
                Documents, on the basis set out in these heads of
                agreement.

            


    

     

    
      	 	
              (c)

            	
              The
                agreed form of the Security Documents will be annexed to the Share
                Sale
                Agreement to be entered into at
                Completion.

            


    

     

    
      	
              5.6

            	
              Other
                Terms

            


    

     

    In
      addition to the terms set out in these heads of agreement, each of the
      Transaction Documents will contain such other terms as the Purchaser, the Vendor
      or their respective solicitors may reasonably require. Neither the Purchaser
      nor
      the Vendor will have any obligation to agree to any term that is inconsistent
      with these heads of agreement or any material term that is not set out in these
      heads of agreement.

     

    
      	
              6.

            	
              Terms
                of share sale agreement

            


    

     

    
      	
              6.1

            	
              Purchase
                Price

            


    

     

    The
      Purchase Price for the Shares comprises:

     

    
      	 	
              (a)

            	
              $24,300,000
                (or such other amount as the Vendor and the Purchaser may agree if
                the
                condition precedent in clause 3.3(f) is not satisfied)(Initial
                Purchase Price)
                ;

            


    

     

    
      	 	
              (b)

            	
              $2,700,000
                (Final
                Cash Consideration);
                

            


    

     

    
      	 	
              (c)

            	
              plus
                an amount equal to the debtors of each Group Company as at Completion
                (excluding any bad or doubtful
                debts);

            


    

     

    
      	 	
              (d)

            	
              less
                an amount equal to the creditors of the Company as at Completion
                (excluding any intercompany balance and financial indebtedness that
                is
                discharged at Completion); and

            


    

     

    
      	
            	(e)	
              less
                an amount equal to any present or future liabilities of any Group
                Company
                as at Completion (including, but without limitation, any liabilities
                for
                tax or employee entitlements in relation to the period prior to
                Completion).

            


    

     

    
      	
              6.2

            	
              Payment
                of the Purchase Price

            


    

     

    
      	 	
              (a)

            	
              Subject
                to these heads of agreement, at Completion, the Purchaser must pay
                to the
                Vendor the Purchase Price (less the Final Cash Consideration).
                

            


    

     

    
      	 	
              (b)

            	
              Subject
                to these heads of agreement, the Purchaser must pay to the Vendor
                the
                Final Cash Consideration on the Final Payment Date.
                

            


    

     

    
      	 	
              (c)

            	
              The
                Purchaser will pay the Purchase Price by bank cheque or telegraphic
                transfer to an account nominated by the Vendor or otherwise in cleared
                funds.

            


    

     

    
      	 	
              (d)

            	
              The
                Purchaser may set-off any amount due and payable by the Vendor or
                HwCg or
                any related body corporate (as defined in the Corporations Act) of
                the
                Vendor or HwCg to the Purchaser against any payment mentioned in
                clauses
                6.2(a) or (b).

            


    

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 13

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (e)

            	
              If
                any claim for breach of Warranty is not fully and finally resolved
                as at
                the Final Repayment Date, the Purchaser may withhold from the payment
                of
                the Final Payment Date such amount as is reasonably necessary on
                account
                of that claim, pending final resolution of the
                claim.

            


    

     

    
      	
              6.3

            	
              Pre-Completion
                Estimate

            


    

     

    Not
      less
      than 5 Business Days prior to Completion, the Vendor and the Purchaser must
      agree on an estimate of the amounts mentioned in clauses 6.1(c), (d) and (e)
      and
      the amount payable by the Purchaser at Completion, on account of the Purchase
      Price, will be based on those estimates. The Share Sale Agreement will contain
      a
      mechanism to resolve any dispute between the parties in relation to the
      estimates.

     

    
      	
              6.4

            	
              Post-Completion
                Adjustments

            


    

     

    As
      soon
      as is practicable after Completion, the Vendor and the Purchaser must determine
      the actual amounts mentioned in clauses 6.1(c), (d) and (e) and make whatever
      adjustments are necessary on account of the Purchase Price payable as at
      Completion. The Share Sale Agreement will contain a mechanism to resolve any
      dispute between the parties in relation to the determination of the actual
      amounts.

     

    
      	
              6.5

            	
              Intercompany
                Balances and Financial
                Indebtedness

            


    

     

    The
      Vendor must ensure that, at or prior to Completion, all of the financial
      indebtedness of each Group Company is repaid or discharged so that, at
      Completion, no Group Company has any liability for any financial indebtedness.
      

     

    The
      Vendor must also ensure that, at or prior to Completion, all of the intercompany
      balances between each Group Company and the Vendor (or any related body
      corporate of the Vendor) are repaid or discharged so that, at Completion, no
      Group Company has any liability to the Vendor (or any related body corporate
      of
      the Vendor) and neither the Vendor, nor related body corporate of the Vendor,
      has any liability to any Group Company other than under the Transaction
      Documents.

     

    
      	
              6.6

            	
              Warranties

            


    

     

    
      	 	
              (a)

            	
              Subject
                to the limitations set out in Schedule 4, the Vendor represents and
                warrants that, subject to the Disclosure Letter, the warranties set
                out in
                Schedule 3 are true and correct as at the date of these heads of
                agreement.

            


    

     

    
      	 	
              (b)

            	
              The
                Vendor will provide warranties of the type usually provided on the
                sale of
                shares in a company conducting a business of a similar nature to
                the
                Business, which will be in substantially the same form as those contained
                in Schedule 3, together with such other warranties as the Purchaser
                or its
                solicitors may reasonably require.

            


    

     

    
      	 	
              (c)

            	
              The
                warranties will be qualified by the limitations of the type usually
                included in a share sale agreement in relation to the sale of a shares
                in
                a company conducting a business of a similar nature to the Business,
                which
                will be in substantially the same form as those contained in Schedule
                4.

            


    

     

    
      	
              6.7

            	
              Obligations
                before Completion

            


    

     

    The
      Vendor must ensure that, in the period prior to Completion, no Group Company
      does, or agrees to do any of the following, without the prior written consent
      of
      the Purchaser:

     

    
      	 	
              (a)

            	
              carry
                on business other than in the ordinary and usual
                course;

            


    

     

    
      	 	
              (b)

            	
              incurs,
                or commits to, any capital expenditure, or series of capital expenditures,
                in excess of $250,000 in aggregate;

            


    

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 14

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              dispose
                of, create an Encumbrance over, or declare itself trustee of any
                asset
                (other than for the sale of trading inventories in the ordinary and
                usual
                course of business); 

            


    

     

    
      	 	
              (d)

            	
              allot
                or issue any share or loan capital or securities or other rights
                convertible into share or loan
                capital;

            


    

     

    
      	 	
              (e)

            	
              declare
                or pay any dividend or make any other distribution of profits, reduce
                its
                capital, buy-back any shares or repay any shareholders’ loan;
                

            


    

     

    
      	 	
              (f)

            	
              change
                the terms of employment of any employee or engage any new employee;
                or

            


    

     

    
      	 	
              (g)

            	
              make
                any alteration to its constitution.

            


    

     

    
      	
              6.8

            	
               Trade
                marks

            


    

     

    Prior
      to
      Completion, HwCg will transfer or sell to Neqtar Wines all right, title and
      claim in and to the trade mark for the Barramundi brand (and all goodwill
      associated with the Barramundi brand) in all jurisdictions other than the United
      Kingdom and the EU, on terms and conditions that are satisfactory to the
      Purchaser and the Vendor in their absolute discretion. HwCg will retain
      ownership of the Barramundi trade mark and the goodwill associated with that
      trade mark under the laws of the United Kingdom and the EU. 

     

    
      	
              7.

            	
              Timetable

            


    

     

    The
      parties must endeavour to meet the following timetable:

     

    
      	
              Event
                / deliverable

            	 	
              Date

            
	 	 	 
	
              Negotiation
                of Share Sale Agreement finalised

            	 	
              No
                later than 5 weeks from the date of execution of these heads of
                agreement.

            
	 	 	 
	
              Negotiation
                of Wine Inventory Agreement finalised

            	 	
              No
                later than 5 weeks from the date of execution of these heads of
                agreement.

            
	 	 	 
	
              Negotiation
                of Merbein Agreement finalised

            	 	
              No
                later than 5 weeks from the date of execution of these heads of
                agreement.

            
	 	 	 
	
              Negotiation
                of the HwCg Sales and Marketing Agreement finalised

            	 	
              No
                later than 5 weeks from the date of execution of these heads of
                agreement.

            
	 	 	 
	
              Negotiation
                of the Security Documents finalised

            	 	
              No
                later than 5 weeks from the date of execution of these heads of
                agreement.

            
	 	 	 
	
              Execution
                of Share Sale Agreement

            	 	
              No
                later than 5 weeks from the date of execution of these heads of
                agreement.

            
	 	 	 
	
              Completion

            	 	
              No
                later than 10 Business Days from the date of execution of the Transaction
                Documents or, if later, the date on which all of the conditions precedent
                have been satisfied or waived.

            


    

     

    
      	
              8.

            	
              Due
                diligence

            


    

     

    
      	
              8.1

            	
              Access
                to materials

            


    

     

    The
      Purchaser will continue to have access to the Data Room Material until
      Completion. In addition, with effect from the date of these heads of agreement,
      the Vendor must:

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 15

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (a)

            	
              provide
                the Purchaser and its advisers and authorised representatives with
                reasonable access to all books and records and assets of and under
                the
                control of any Group Company and to the Real Properties to enable
                the
                Purchaser, as is reasonably necessary
                to:

            


    

     

    (i) 
conduct
      due diligence investigations in respect of the Business and the Group
      Companies;

     

    (ii) 
investigate
      the accuracy of the Warranties; and

     

    (iii) 
become
      familiar with the Business and the affairs of the Group Companies;

     

    
      	 	
              (b)

            	
              must
                provide the Purchaser and its advisers and authorised representatives
                with
                all information and explanations that they might reasonably request
                in
                relation to the books and records referred to in clause 8.1(a) or
                the
                affairs of any Group Company; and 

            


    

     

    
      	 	
              (c)

            	
              will
                ensure that the relevant responsible officers and employees and auditors
                of each Group Company are available at all reasonable times for the
                purposes of this clause 8.

            


    

     

    
      	8.2	
              Copies
                of materials 

            


    

     

    The
      Purchaser and its advisers and authorised representatives may take copies from
      the books and records referred to in clause 8.1(a). The Purchaser
      must:

     

    
      	 	
              (a)

            	
              ensure
                that any access under this clause 8 is exercised and conducted so
                as to
                avoid unreasonable disruption to the conduct of the Business and
                the
                activities and operations of the Group Companies and their employees;
                and

            


    

     

    
      	 	
              (b)

            	
              only
                consult with officers, employees and auditors of a Group Company
                where the
                Vendor has given its prior consent to do so (which consent will not
                be
                unreasonably withheld or delayed).

            


    

     

    
      	
              9.

            	
              Termination

            


    

     

    
      	 	
              (a)

            	
              Each
                party must use all reasonable endeavours within its own capacity
                to ensure
                that each Transaction Document is agreed and executed no later than
                the
                Sunset Date

            


    

     

    
      	 	
              (b)

            	
              Each
                party will have the right to terminate these heads of agreement,
                by notice
                given to the other party in the event
                that:

            


    

     

    
      	
            	(i)	
              the
                other party does not comply with is obligations under these heads
                of
                agreement; or

            


    

     

    
      	
            	(ii)	
              any
                one or more of the Transaction Documents has not been agreed and
                executed
                by the Sunset Date.

            


    

     

    
      	 	
              (c)

            	
              The
                Purchaser will have the right to terminate these heads of agreement
                in the
                event that:

            


    

     

    
      	
            	(i)	
              the
                Vendor or any Group Company becomes an externally
                administered body corporate
                (as defined under the Corporations
                Act);

            


    

     

    
      	
            	(ii)	
              any
                of the representations or warranties set out in Schedule 3 is or
                becomes
                untrue, or is or becomes misleading, in any respect prior to Completion;
                

            


    

     

    
      	
            	(iii)	
              any
                material asset of any Group Company is destroyed, lost or rendered
                unusuable (whether or not the asset is insured);
                or

            


    

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 16

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
            	(iv)	
              the
                Purchaser becomes aware of any material matter that is relevant to
                the
                Acquisition or to the affairs of any Group Company that is not
                satisfactory to the Purchaser acting
                reasonably.

            


    

     

    
      	
            	(d)	
              If
                these heads of agreement are terminated under this clause 9 then
                no party
                will have any cause of action under or in relation to this heads
                of
                agreement against the other party for any loss or damage unless such
                cause
                of action accrued prior to that time or relates to a provision of
                this
                heads of agreement which is expressed to survive
                termination.

            


    

     

    
      	
              10.

            	
              Confidentiality
                and announcements

            


    

     

    
      	
              10.1

            	
              Terms
                and subject matter of heads of
                agreement

            


    

     

    Until
      execution of the Transaction Documents, each party must keep strictly
      confidential: 

     

    
      	 	
              (a)

            	
              the
                existence, terms and subject matter of these heads of agreement;
                and

            


    

     

    
      	 	
              (b)

            	
              any
                information (in whatever form) disclosed to that party in the course
                of
                the parties' discussions and negotiations (including the due diligence
                process) in relation to the proposed acquisition of the Shares by
                the
                Purchaser,

            


    

     

    and
      subject to clause 10.3, no party will disclose any such information
      except:

     

    
      	 	
              (c)

            	
              with
                the written consent of the other party;


            


    

     

    
      	 	
              (d)

            	
              if
                the information disclosed was otherwise publicly available other
                than
                where the information is publicly available as a result of a breach
                of
                this clause 10.1;

            


    

     

    
      	 	
              (e)

            	
              as
                required by law or any regulatory authority (including the listing
                rules
                of any stock exchange);

            


    

     

    
      	 	
              (f)

            	
              to
                its professional advisers and employees on a need to know and continuing
                confidential basis; or

            


    

     

    
      	 	
              (g)

            	
              where
                disclosure is reasonably necessary for the performance of these heads
                of
                agreement (and, in particular, but without limitation, the Purchaser
                may
                disclose any such information to any person whom it approaches for
                any
                debt or equity finance in order to fund the
                Acquisition).

            


    

     

    
      	
              10.2

            	
              Return
                of confidential
                information

            


    

     

    Until
      execution of the Transaction Documents, the Vendor and the Purchaser each agree
      to return to the other, or at the option of the other, to destroy, any
      confidential material of that other party, immediately on demand. No party
      will
      make any demand unreasonably while the parties are still advancing
      negotiations.

     

    
      	
              10.3

            	
              Public
                Announcements

            


    

     

    
      	 	
              (a)

            	
              Until
                execution of the Transaction Documents and subject to paragraph 10.3(b),
                the Purchaser agrees that it will not make any public announcements
                in
                respect of these heads of agreement or their subject matter, unless
                that
                announcement has been agreed in advance in writing by the Vendor
                (which
                agreement the Vendor may not unreasonably withhold or
                delay).

            


    

     

    
      	 	
              (b)

            	
              The
                Purchaser may make any disclosures in relation to this
                heads of agreement or its subject matter as is necessary to its advisers
                and to comply with any applicable law or requirement of any regulatory
                body (including, but without limitation, the rules of any stock
                exchange).

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 17

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      	
              10.4

            	
              Termination

            


    

     

    This
      clause will survive termination (for whatever reason) of these heads of
      agreement.


     

    
      	
              11.

            	
              Further
                action

            


    

     

    Each
      party must use all reasonable efforts to do all things necessary or desirable
      to
      give full effect to these heads of agreement.

     

    
      	
              12.

            	
              Dispute
                resolution

            


    

     

    
      	 	
              (a)

            	
              If
                a dispute arises out of these heads of agreement (Dispute),
                a party must comply with this clause 12 before starting arbitration
                or
                court proceedings (except proceedings for interlocutory
                relief).

            


    

     

    
      	 	
              (b)

            	
              A
                party claiming a Dispute has arisen must give the other parties to
                the
                Dispute notice setting out details of the Dispute (Dispute
                Notice).

            


    

     

    
      	 	
              (c)

            	
              During
                the 14 days after a Dispute Notice is given (or longer period if
                the
                parties to the Dispute agree in writing), each party to the Dispute
                must
                use its reasonable efforts to resolve the Dispute. If the parties
                cannot
                resolve the Dispute within that period, they must refer the Dispute
                to a
                mediator if one of them requests.

            


    

     

    
      	 	
              (d)

            	
              If
                the parties to the Dispute cannot agree on a mediator within seven
                days
                after a request under clause 12(c), the chairman of LEADR or the
                chairman's nominee will appoint a
                mediator.

            


    

     

    
      	 	
              (e)

            	
              The
                role of a mediator is to assist in negotiating a resolution of the
                Dispute. A mediator may not make a binding decision on a party to
                the
                Dispute except if the party agrees in
                writing.

            


    

     

    
      	 	
              (f)

            	
              Any
                information or documents disclosed by a party under this
                clause 12:

            


    

     

    (i) 
must
      be
      kept confidential; and

     

    (ii) 
may
      only
      be used to attempt to resolve the Dispute.

     

    
      	 	
              (g)

            	
              Each
                party to a Dispute must pay its own costs of complying with this
                clause 12. The parties to the Dispute must equally pay the costs of
                any mediator.

            


    

     

    
      	 	
              (h)

            	
              A
                party to a Dispute may terminate the dispute resolution process by
                giving
                notice to each other after it has complied with clauses 12(a) to
                12(c).
                Clauses 12(f) and 12(g) survive termination of the dispute resolution
                process.

            


    

     

    
      	 	
              (i)

            	
              If
                a party to a Dispute breaches clauses 12(a) to 12(h), the other parties
                to
                the Dispute do not have to comply with those clauses in relation
                to the
                Dispute.

            


    

     

    
      	
              13.

            	
              GST

            


    

     

    
      	 	
              (a)

            	
              Unless
                expressly included, the consideration for any supply under or in
                connection with these heads of agreement does not include
                GST.

            


    

     

    
      	 	
              (b)

            	
              To
                the extent that any supply made by a party to another party (Recipient)
                under or in connection with these heads of agreement is a taxable
                supply,
                the Recipient must pay, in addition to the consideration to be provided
                under these heads of agreement for that supply (unless it expressly
                includes GST) an amount equal to the amount of that consideration
                (or its
                GST exclusive market value) multiplied by the rate at which GST is
                imposed
                in respect of the supply.

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 18

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              The
                amount of GST payable in accordance with clause 13(b) above, will
                be paid
                at the same time and in the same manner as the consideration otherwise
                payable for the supply is provided.

            


    

     

    
      	 	
              (d)

            	
              Any
                reference in this clause 13 to a term defined or used in A
                New Tax System (Goods and Services Tax) Act 1999
                is, unless the context indicates otherwise, a reference to that term
                as
                defined or used in that Act.

            


    

     

    
      	
              14.

            	
              Governing
                law
                and jurisdiction

            


    

     

    These
      heads of agreement are governed by the laws of Victoria, Australia and each
      party irrevocably and unconditionally submits to the non-exclusive jurisdiction
      of the courts of Victoria, Australia.

     

    
      	
              15.

            	
              Counterparts

            


    

     

    These
      heads of agreement may be executed in any number of counterparts. 

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 19

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    Schedule
      1 –
      Transfer Assets

    
      
        

      

    

     

    
      	
              Asset

            	 	
              Brand

            	 	
              Specifications

            	 	
              Description

            
	
              Inclined
                Drainer

            	 	
              Miller

               

            	 	
              ID800

               

            	 	
              Pneumatically
                operated gate, 30tph capacity

               

            
	
              Rotary
                Screen [x 2]

            	 	
              A
                & G

               

            	 	 	 	
              180cm
                full stainless steel

               

            
	
              Presses
                [x2]

               

            	 	
              Marzola

               

            	 	
              PDP100

               

            	 	
              Screw
                presses

            
	
              Centrifuge

               

            	 	
              Westfalia

               

            	 	
              SC150

               

            	 	
              Centrifuge
                & associated controls

               

            
	
              Strainer

               

            	 	
              Westfalia

            	 	 	 	
              Seed
                strainer for centrifuge (Strainer & stand)

            
	
              Compressor

               

            	 	
              Ingersoll
                Rand

               

            	 	
              SSR
                MM50

               

            	 	
              Air
                compressor plus controls

               

            
	
              Bag
                Press

               

            	 	
              Miller

               

            	 	 	 	
              40
                tonne bag press

            
	
              Dosing
                Pump

               

            	 	 	 	 	 	
              Dosing
                pump (enzyme)

            
	
              Open
                Top Tank [x 2]

            	 	 	 	 	 	
              500
                ltrs

               

            
	
              Top
                Agitator Tanks [x 2]

               

            	 	 	 	 	 	
              5000ltrs

               

            
	
              CIP
                Tank

               

            	 	
              Miller

               

            	 	 	 	
              Miller
                Press CIP Tank

               

            
	
              Tube-n-Tube

               

            	 	
              Teralda

            	 	 	 	
              1
                x
                4" Tube-n-Tube (must chiller)

               

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 20

            


       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      2 -
      Merbein
      Facilities 

    
      
        

      

    

     

    [This
      schedule is subject to discussion between David Stevenson and Neil
      MacKenzie]

     

    
      	
              1.

            	
              Merbein
                Facility 

            


    

     

    The
      Merbein Facility is the facility located at [insert]

     

    
      	
              2.

            	
              Transitional
                Services

            


    

     

    The
      transitional services to be provided by Neqtar Australia Pty Ltd (or SdS
      Beverages) for a period to be agreed between the parties, including the
      following:

     

    
      	 	
              (a)

            	
              Administration
                Services such as:

            


    

     

    
      	
            	(i)	
              all
                payroll and related functions are provided on CBA Payroll software.
                Current payroll procedures to remain the same, with pay being processed
                on
                a weekly basis after receipt of timesheets from the
                Receptionist/Administration Assistant at Neqtar Wines, as per current
                practice; and

            


    

     

    
      	
            	(ii)	
              superannuation
                services, including payroll tax which is to continue to be processed
                as
                per statutory requirements; and

            


    

     

    
      	
            	(iii)	
              reporting
                services to be provided at month end;


            


    

     

    
      	 	
              (b)

            	
              Information
                Technology Services including the continuation of the TSM software
                during
                the transition period and other necessary IT related
                services;

            


    

     

    
      	 	
              (c)

            	
              Accounts
                Payable and Receivable services to be provided by Neqtar Australia
                Accounts staff on a daily basis on
                TSM;

            


    

     

    
      	 	
              (d)

            	
              Credit
                Control services to be co-ordinated by the Neqtar Australia
                Commercial/Administration Manager as per current practice with monthly
                reports provided as to the state of debtor’s accounts, and any payment
                plan which may be in place; and

            


    

     

    
      	 	
              (e)

            	
              Purchasing
                Services to be provided by the Purchasing Manager for the purchase
                of all
                necessary products as per current
                practice.

            


    

     

    
      	
              3.

            	
              Share
                Services

            


    

     

    
      	 	
              (a)

            	
              Shared
                Facility (Glycol) - Facilities
                will be shared from SdS location with access for the paste and base
                plants; and

            


    

     

    
      	 	
              (b)

            	
              Shared
                Facility -Waste Water - Facilities
                will be shared from SdS location with access for the paste and base
                plants

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 21

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    Schedule
      3–
      Warranties 

    
      
        

      

    

     

    Warranty
      1 - Defined terms

     

    Terms
      defined in the heads of agreement have the same meaning for the purposes of
      these Warranties. In these Warranties:

     

    Environment
      means
      the physical factors of the surrounds of human beings including the land,
      waters, atmosphere, climate, sound, odours, place, the biological factors of
      animal and plant and the social factors of aesthetics.

     

    Environmental
      Law
      means a
      law regulating or otherwise relating to the Environment including, without
      limitation, land use, planning, pollution of the atmosphere, water or land
      waste, the storage and handling of chemicals, Hazardous Substances, or any
      other
      aspect of the protection of the Environment.

     

    Funds
      means
      AMP SUPERLEADER, AMP FLEXIBLE L/TIME, AustralianSuper, ASGARD ELEMENTS, AXA
      RETIREMENT PLAN, ANZ SUPER ADVANTAGE, BENDIGO SUPER PLAN, BIRCH SUPER FUND,
      BT
      RETIREMENT SELECT, CBUS SUPERANNUATION, COLONIAL FIRST STATE, Colonial
      FirstChoice, COMMONWEALTH SELECT, FIRST SUPER – SBS, HOSTPLUS, LUCRF SUPER,
      MACQUARIE SUPER, MLC MASTERKEY SUPER, MTAA SUPER 504132, PLUM SUPERANNUATION,
      RACV SUPERANNUATION, REST SUPERANNUATION, STATEWIDE SUPER, TELSTRA SUPER,
      VICSUPER and WESTPAC LIFE.

     

    Hazardous
      Substance
      means
      any substance which is, or may be hazardous, toxic, dangerous or polluting
      or
      which is regulated by any Environmental Law.

     

    Intellectual
      Property Rights
      means
      all intellectual property and proprietary rights (whether registered or
      unregistered) including:

     

    
      	
            	(a)	
              business
                names;

            


    

     

    
      	
            	(b)	
              trade
                or service marks;

            


    

     

    
      	
            	(c)	
              any
                right to have information (including Confidential Information) kept
                confidential; and

            


    

     

    
      	
            	(d)	
              patents,
                patent applications, drawings, discoveries, inventions, improvements,
                trade secrets, technical data, formulae, computer programs, data
                bases,
                know-how, logos, designs, design rights, copyright and similar industrial
                or intellectual property rights.

            


    

     

    Superannuation
      Commitment
      means
      any obligation, liability or duty to make any payment to any person in respect
      of any superannuation or retirement benefits or pensions that are or may be
      provided to any present or former Employees of Neqtar Wines or their respective
      dependants.

     

    Warranty
      2 –
Vendor
      and Group Companies

     

    
      	
              2.1

            	
              The
                Vendor has full authority and all necessary consents to enter into
                and
                perform these heads of agreement, the Share Sale Agreement and each
                of the
                other Transaction Documents.

            


    

     

    
      	
              2.2

            	
              Neither
                these heads of agreement, nor the sale of the Shares under the Share
                Sale
                Agreement, nor the performance of any of the Transaction Documents,
                will:

            


    

     

    
      	 	
              (a)

            	
              impose
                any encumbrance on the Vendor or any Group Company;
                or

            


    

     

    
      	 	
              (b)

            	
              put
                the Vendor or any Group Company in breach of any obligation or agreement
                by which it is bound.

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 22

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	
              2.3

            	
              No:

            


    

     

    
      	 	
              (a)

            	
              meeting
                has been convened, resolution proposed, petition presented or order
                made
                for the winding up of the Vendor;

            


    

     

    
      	 	
              (b)

            	
              administrator,
                receiver, receiver and manager, provisional liquidator, liquidator
                or
                other officer of the Court has been appointed in relation to the
                Vendor or
                any assets of the Vendor; or

            


    

     

    
      	 	
              (c)

            	
              mortgagee
                has taken, attempted or indicated an intention to exercise its rights
                under any security of which the Vendor is the mortgagor or
                chargor.

            


    

     

    Warranty
      3 –
The
      Group Companies

     

    No:

     

    
      	 	
              (a)

            	
              meeting
                has been convened, resolution proposed, petition presented or order
                made
                for the winding up of any Group
                Company;

            


    

     

    
      	 	
              (b)

            	
              administrator,
                receiver, receiver and manager, provisional liquidator, liquidator
                or
                other officer of the Court has been appointed in relation to any
                Group
                Company or any asset of any Group Company;
                or

            


    

     

    
      	 	
              (c)

            	
              mortgagee
                has taken, attempted or indicated an intention to exercise its rights
                under any security of which any Group Company is the mortgagor or
                chargor.

            


    

     

    Warranty
      4 - Share capital

     

    
      	
              4.1

            	
              The
                share capital of each Group Company as disclosed to the Purchaser
                (and to
                be set out in the Share Sale
                Agreement):

            


    

     

    
      	 	
              (a)

            	
              comprises
                the entire share capital of that Group Company;
                and

            


    

     

    
      	 	
              (b)

            	
              is
                fully paid.

            


    

     

    
      	
              4.2

            	
              The
                Vendor:

            


    

     

    
      	 	
              (a)

            	
              is
                the sole registered and beneficial owner of all the
                Shares;

            


    

     

    
      	 	
              (b)

            	
              has
                complete power and right to sell all the Shares to the Purchaser;
                and

            


    

     

    
      	 	
              (c)

            	
              as
                at Completion, none of the Shares will be subject to any
                Encumbrance.

            


    

     

    
      	
              4.3

            	
              The
                Company is the sole registered and beneficial owner of all the shares
                in
                the capital of Neqtar Wines and, as at Completion, none of those
                shares
                will be subject to any Encumbrance.

            


    

     

    
      	
              4.4

            	
              The
                Company does not own any other shares or securities in or of any
                body
                corporate and does not carry on any business or have any liabilities.
                Neqtar Wines does not own any shares or securities in or of any body
                corporate and does not carry on any business (other than the Business)
                or
                have any liabilities (other than those arising from the
                Business).

            


    

     

    
      	
              4.5

            	
              There
                is no option, right to acquire or encumbrance over or affecting the
                Shares, or the shares in the capital of Neqtar Wines, or any of
                them.

            


    

     

    
      	4.5	
              No
                Group Company has issued any other
                securities.

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 23

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Warranty
      5 - Accounts

     

    
      	
              5.1

            	
              The
                unaudited management accounts of each Group Company as at 31 August
                2008:

            


    

     

    
      	 	
              (a)

            	
              were
                prepared in accordance with applicable laws and generally accepted
                accounting principles in Australia;
                and

            


    

     

    
      	 	
              (b)

            	
              give
                a true and fair view of the financial position and affairs of that
                Group
                Company and the Business as at 31 August
                2008.

            


    

     

    
      	
              5.2

            	
              Since
                31 August 2008:

            


    

     

    
      	 	
              (a)

            	
              each
                Group Company has carried on the Business in the ordinary and usual
                course;

            


    

     

    
      	 	
              (b)

            	
              no
                contracts or commitments differing from those ordinarily made in
                the
                conduct of the Business have been entered into or incurred;
                and

            


    

     

    
      	 	
              (c)

            	
              there
                has been no material adverse change in the assets, liabilities, financial
                position or the profitability of the
                Group.

            


    

     

    
      	
              5.3

            	
              No
                person has given a guarantee or indemnity or is otherwise a surety
                in
                respect of any Group Company or its
                Business.

            


    

     

    
      	
              5.4

            	
              As
                at Completion, each Group Company will be the sole legal and beneficial
                owner of all of its assets. Those assets are in the possession or
                under
                the control of the relevant Group Company. There are no other material
                assets used in the Business or necessary to carry on the Business
                as a
                going concern in the same manner as the Business has been conducted
                prior
                to Completion.

            


    

     

    
      	
              5.5

            	
              As
                at Completion, the Wine Inventory will contain sufficient wine, of
                sufficient quality, to satisfy the requirements of the Fosters Contracts.
                As far as the Vendor is aware, the Wine Inventory is generally of
                good and
                merchantable quality and is generally fit for the purpose of the
                sales
                contemplated within the Wine Inventory Cost
                Forecast.

            


    

     

    
      	5.5	
              As
                at Completion, no Group Company will have any liability for any financial
                indebtedness and none of the assets of any Group Company will be
                subject
                to any Encumbrance that secures any financial
                indebtedness.

            


    

     

    Warranty
      6 - Records

     

    As
      far as
      the Vendor is aware, the records of each Group Company:

     

    
      	 	
              (a)

            	
              have
                been fully, properly and accurately kept and completed;
                and

            


    

     

    
      	 	
              (b)

            	
              do
                not contain material inaccuracies or discrepancies of any
                kind.

            


    

     

    Warranty
      7 - Business contracts 

     

    
      	
              7.1

            	
              As
                far as the Vendor is aware, there are no agreements, arrangements
                or
                understandings affecting any Group Company or the carrying on of
                the
                Business that:

            


    

     

    
      	 	
              (a)

            	
              are
                material to the operation of the Business and have not been disclosed
                in
                writing to the Purchaser;

            


    

     

    
      	 	
              (b)

            	
              are
                outside the ordinary and proper course of business of the Business
                or
                otherwise contain any unusual, abnormal or onerous
                provision;

            


    

     

    
      	 	
              (c)

            	
              are
                incapable of being fulfilled or performed on time without undue or
                unusual
                expenditure of money or effort; or

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 24

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (d)

            	
              entitle
                the other party to terminate the agreement, or impose terms less
                favourable to the Business, by reason of a sale of the Shares or
                the
                performance of any of the Transaction
                Documents.

            


    

     

    
      	
              7.2

            	
              With
                respect to each contract which is material to the Business, the Vendor
                is
                not aware:

            


    

     

    
      	 	
              (a)

            	
              of
                any party to the contract being in default;
                or

            


    

     

    
      	 	
              (b)

            	
              of
                any grounds for rescission or avoidance or repudiation of that
                contract.

            


    

     

    Warranty
      8 - Employees

     

    As
      far as
      the Vendor is aware, each Group Company has complied in all material respects
      with all obligations arising under law, equity or statute, award, enterprise
      agreement or other instrument made or approved under any law with respect to
      employment of its employees.

     

    Warranty
      9 –
      Superannuation

     

    
      	
              9.1

            	
              No
                Group Company has any Superannuation Commitments beyond those imposed
                by
                law or as disclosed in the Disclosure
                Letter.

            


    

     

    
      	
              9.2

            	
              With
                respect to each Fund, there are no outstanding or unpaid contributions
                by
                any Group Company other than as disclosed in the Disclosure
                Letter.

            


    

     

    Warranty
      10 - Litigation

     

    
      	
              10.1

            	
              There
                is:

            


    

     

    
      	 	
              (a)

            	
              no
                material Claim threatened or pending against any Group Company;
                or

            


    

     

    
      	 	
              (b)

            	
              as
                far as the Vendor is aware, no material fact, matter or circumstance
                likely to give rise to any Claim or Liability against any Group
                Company.

            


    

     

    
      	
              10.2

            	
              There
                are no material unsatisfied or outstanding judgments, orders or awards
                affecting any Group Company.

            


    

     

    
      	
              10.3

            	
              No
                Group Company is currently involved as a defendant in any material
                legal
                proceedings other than as set out in the Disclosure Letter. No Group
                Company is currently involved as a plaintiff or third party in any
                material legal proceedings other than as disclosed to the Purchaser
                in the
                Disclosure Letter.

            


    

     

    
      	
              10.4

            	
              To
                the knowledge of Vendor, any wine or other products sold by any Group
                Company was, and any services provided by any Group Company were,
                when
                sold or provided, materially complied with or satisfied the requirements
                of all relevant laws . 

            


    

     

    Warranty
      11- Tax 

     

    
      	
              11.1

            	
              In
                Warranty 11:

            


    

     

    Consolidated
      Group has
      the
      meaning given to it Part 3-90 of the 1997 Tax Act

     

    Group
      Liabilities has
      the
      meaning given to it in section 721-10 of the 1997 Tax Act that was not paid
      or
      otherwise discharged in full by the time the liability became due and
      payable.

     

    Head
      Company has
      the
      meaning given to it section 703-15 of the 1997 Tax Act. 

     

    Ruling
      means
      any ruling, determination, arrangement, clearance, consent or advice issued
      by,
      or negotiated with, any Tax Authority in respect of any Tax or Tax
      Law.

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 25

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    Tax
      Authority
      means
      any government, semi-government, administrative, municipal, statutory, fiscal
      or
      judicial body, department, commission, authority, tribunal, agency, entity
      or
      person responsible for the collection of any Tax or administration of any Tax
      Law. 

     

    Tax
      Law
      means
      any law in relation to any Tax.

     

    Vendor
      Consolidated Group
      means
      the Consolidated Group of which the Company is part before
      Completion.

     

    General
      warranties

     

    
      	
              11.2

            	
              Each
                Group Company or the Head Company has complied with all obligations
                imposed on the Group Company or the Head Company in respect of the
                activities of the Group Company by any Tax
                Law.

            


    

     

    
      	
              11.3

            	
              Each
                Group Company has paid, or the Accounts fully provide for, all Tax
                which
                the Group Company is or may become liable to pay in respect of the
                period
                up to and including the Accounts Date (including any period that
                ended
                prior to the Consolidation Date).

            


    

     

    
      	
              11.4

            	
              Each
                Group Company is not and will not become liable to pay any Group
                Liabilities which the Head Company is or will become liable to pay
                in
                respect of the period from the Consolidation Date up to and including
                the
                Completion Date, or in respect of the activities of any other member
                of
                the Vendor Consolidated Group.

            


    

     

    
      	
              11.5

            	
              Each
                Group Company or
                the Head Company has filed, lodged or submitted all Tax returns and
                information regarding Tax and Tax matters in respect of the activities
                of
                the Group Company as and when required by Tax Law or requested by
                any Tax
                Authority.

            


    

     

    
      	
              11.6

            	
              Each
                Group Company or the Head Company has maintained sufficient and accurate
                records and all other information required to support all Tax returns
                and
                information which has been or may be filed, lodged or submitted to
                any Tax
                Authority or is required to be kept under any Tax Law in respect
                of the
                activities of the Head Company.

            


    

     

    
      	
              11.7

            	
              Each
                Group Company or the Head Company has complied with all of its obligations
                under any law requiring the deduction or withholding of Tax from
                amounts
                paid by the Group Company or the Head Company in respect of the activities
                of the Group Company, whether on its own behalf or as agents, and
                has
                properly accounted for any Tax so deducted or withheld to any Tax
                Authority (other than amounts which have yet to become
                payable);

            


    

     

    
      	
              11.8

            	
              Each
                Group Company has complied with all obligations to register for the
                purposes of any Tax Law.

            


    

     

    
      	
              11.9

            	
              Each
                Group Company has complied with all obligations imposed under Tax
                Law in
                relation to the quotation of tax file numbers by employees of the
                Group
                Company, including the guidelines under applicable Privacy Law and
                have
                not committed an offence in relation to the collection, recording,
                use or
                disclosure of tax file numbers.

            


    

     

    
      	
              11.10

            	
              After
                the Accounts Date, the only Tax liabilities of each Group Company
                that has
                have arisen or may arise on or before the Completion Date are, or
                will be,
                liabilities arising out of the normal business and trading activities
                of
                the Group Company.

            


    

     

    
      	
              11.11

            	
              Each
                Group Company is registered for GST under the A
                New Tax System (Goods and Services Tax) Act 1999
                (Cth).

            


    

     

    Consolidation

     

    
      	
              11.12

            	
              There
                are no Group Liabilities. 

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 26

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              11.13

            	
              There
                are no Liabilities of a Group Company relating to a Group Liability
                of the
                Vendor Consolidated Group that arises under any funding
                agreement.

            


    

     

    
      	
              11.14

            	
              Each
                Group Company is a member of the Vendor Consolidated Group from 1
                July
                2006.

            


    

     

    
      	
              11.15

            	
              As
                at the Completion Date, all things necessary to allow the Company
                to leave
                the Vendor Consolidated Group clear of any Group Liabilities to the
                extent
                permitted by sections 721-30 and 721-35 of the Income
                Tax Assessment Act 1997
                (Cth) have been done and the Head Company has provided written
                confirmation of this.

            


    

     

    
      	
              11.16

            	
              The
                Head Company has not made any elections or choices in calculating
                the tax
                cost setting amount of assets of the Company which may impact on
                the
                Purchaser's right to reset the tax cost setting amount of these assets
                or
                claim capital allowances or other deductions in relation to those
                assets.

            


    

     

    Warranty
      12- Intellectual property

     

    
      	
              12.1

            	
              As
                far as the Vendor is aware, each Group Company's use of the Intellectual
                Property Rights does not infringe, breach an obligation of confidence
                or
                wrongfully use any confidential information, trade secrets, copyright,
                letters patent, trade marks, service marks, trade names, designs,
                business
                names or other similar industrial, commercial or intellectual property
                rights of any corporation or
                person.

            


    

     

    
      	
              12.2

            	
              No
                Claims have been asserted challenging any Group Company's use of
                the
                Intellectual Property Rights.

            


    

     

    
      	
              12.3

            	
              No
                Group Company has licensed, assigned, authorised or permitted any
                person
                or corporation to use the Intellectual Property
                Rights.

            


    

     

    
      	
              12.4

            	
              The
                Purchaser has been given a complete and accurate list
                of:

            


    

     

    
      	 	
              (a)

            	
              all
                material registered and unregistered trade marks;
                and

            


    

     

    
      	 	
              (b)

            	
              all
                material applications for trade
                marks,

            


    

     

    owned
      or
      used by any Group Company.

     

    12.5 Each
      Group Company owns or has valid licences to use all of the software that has
      been or is used in or for the purposes of its business in the period prior
      to
      Completion. 

     

    Warranty
      13 - Insurance

     

    
      	
              13.1

            	
              Each
                Group Company's insurances will be current until
                Completion.

            


    

     

    
      	
              13.2

            	
              There
                are no outstanding material Claims made by any Group
                Company.

            


    

     

    
      	
              13.3

            	
              No
                Group Company has received any notice from an insurer affecting its
                insurances.

            


    

     

    Warranty
      14 -
      Properties 

     

    General

     

    
      	
              14.1

            	
              The
                particulars of the Properties, as disclosed to the Purchaser (and
                to be
                set out in the Share Sale Agreement) are true and complete in all
                respects.

            


    

     

    
      	
              14.2

            	
              The
                Properties are the only land and buildings used or occupied by the
                Group
                Companies.

            


    

     

    
      	
              14.3

            	
              The
                Group Companies have right of quiet enjoyment of each of the
                Properties.

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 27

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              14.4

            	
              No
                notices have been received by a Group Company and there is no order,
                declaration, report, recommendation or approved proposal of a public
                authority or government department which would materially affect
                the use
                of any of the Properties.

            


    

     

    Freehold
      Properties

     

    
      	
              14.5

            	
              In
                relation to those Properties which are owned by any Group Company
                (Freehold
                Properties):

            


    

     

    
      	 	
              (a)

            	
              a
                Group Company is the registered holder and beneficial owner of the
                Freehold Properties;

            


    

     

    
      	 	
              (b)

            	
              all
                rates, taxes and levies (including land tax) applicable to the Freehold
                Properties have been paid; and

            


    

     

    
      	 	
              (c)

            	
              no
                Group Company has sold, agreed to sell, granted any option to sell,
                lease
                or sublease or agreed to lease or sublease any of the Freehold
                Properties.

            


    

     

    Leasehold
      Properties

     

    
      	
              14.6

            	
              In
                relation to the Properties which are leased by any Group Company
                (Leasehold
                Properties):

            


    

     

    
      	 	
              (a)

            	
              there
                are no subsisting material breaches of the leases of the Leasehold
                Properties (Property
                Leases);
                and

            


    

     

    
      	 	
              (b)

            	
              no
                Group Company has received any notice of any breach of the Property
                Leases.

            


    

     

    
      	
              14.7

            	
              The
                Property Leases:

            


    

     

    
      	 	
              (a)

            	
              are
                valid and subsisting; and

            


    

     

    
      	 	
              (b)

            	
              have
                not been amended or modified.

            


    

     

    Warranty
      15 - Environment

     

    The
      Properties are:

     

    
      	 	
              (a)

            	
              not
                subject to any order or notice issued under any Environmental Law;
                and

            


    

     

    
      	 	
              (b)

            	
              not
                the subject of any charge in favour of any relevant environmental
                protection authority as security for the clean-up or other costs
                under any
                relevant Environmental Law.

            


    

     

    Warranty
      16 - Compliance with statutory requirements

     

    
      	
              16.1

            	
              As
                far as the Vendor is aware:

            


    

     

    
      	 	
              (a)

            	
              the
                Group holds all statutory licences, consents, approvals and authorisations
                necessary for carrying on the Business and the use of the
                Property;

            


    

     

    
      	 	
              (b)

            	
              each
                Group Company has complied with the terms of those licences, consents,
                approvals and authorisations; and

            


    

     

    
      	 	
              (c)

            	
              there
                are no facts which could prejudice renewal or lead to revocation
                or
                variation in any material respect of those licences, consents, approvals
                and authorisations.

            


    

     

    
      	
              16.2

            	
              There
                are no outstanding notices or orders affecting a Group Company or
                the
                Business and the Vendor is not aware of any circumstance which may
                result
                in the imposition of any such notice or
                order.

            


    

     

    Warranty
      17- Information and Due Diligence Material

     

    
      	
              17.1

            	
              As
                far as the Vendor is aware, all of the information in the Due Diligence
                Material is accurate and complete in all material respects and is
                not
                misleading in any material respect.

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 28

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              17.2

            	
              As
                far as the Vendor is aware, there have been no material omissions
                in the
                Due Diligence Material. 

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 29

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      4 –
      Limitations

    
      
        

      

    

     

    
      	
              1.

            	
              Qualifications

            


    

     

    
      	 	
              (a)

            	
              The
                Warranties are given subject to and qualified by, and the Purchaser
                is not
                entitled to claim that any fact, matter or circumstance causes any
                of the
                Warranties to be breached if and to the extent, but only to the extent,
                that the fact, matter or circumstance has been fully and fairly disclosed
                in the Disclosure Letter.

            


    

     

    
      	 	
              (b)

            	
              The
                Warranties are subject to and qualified by the Due Diligence Material,
                and
                the Purchaser is not entitled to claim that any fact, matter or
                circumstance causes any of the Warranties to be breached if and to
                the
                extent, but only to the extent, that the fact, matter or circumstance
                has
                been fully and fairly disclosed in the Due Diligence
                Material.

            


    

     

    
      	 	
              (c)

            	
              The
                Warranties are subject to and qualified by Public Searches and the
                Purchaser is not entitled to claim that any fact, matter or circumstance
                causes any of those Warranties to be breached if and to the extent,
                but
                only to the extent, that the fact, matter or circumstance has been
                fully
                and fairly disclosed to the Purchaser as a result of the usual searches
                undertaken in relation to the Vendor or any Group Company on public
                registers maintained by any of IP Australia, the High Court of Australia,
                the Victoria Registry of the Federal Court, the Supreme Court of
                Victoria,
                the Victoria Land Titles Office and ASIC (or, where the Purchaser
                has not
                undertaken any of those searches prior to the date of these heads
                of
                agreement, which would have been fully and fairly disclosed to the
                Purchaser had the Purchaser undertaken those searches 5 Business
                Days
                prior to the date of these heads of
                agreement).

            


    

     

    
      	 	
              (d)

            	
              Where
                any Warranty is qualified by the words as
                far as the Vendor is aware
                this means as far as the Vendor is aware after having examined and
                checked
                the relevant books and records of each Group Company and made all
                proper
                and reasonable enquiries of David Stevenson, David Wells, Christopher
                Howes and Jim Furze.

            


    

     

    
      	
              2.

            	
              Acknowledgments

            


    

     

    
      	 	
              (a)

            	
              Subject
                to paragraph (b), the Purchaser acknowledges and agrees with the
                Vendor
                that:

            


    

     

    
      	
            	(i)	
              it
                has had the opportunity to, and has, conducted due diligence
                investigations in relation to the Group Companies and the Business
                before
                the date of this agreement and has had the opportunity to raise such
                enquiries as it considered necessary with the Vendor in relation
                to the
                Group Companies and the Business;

            


    

     

    
      	
            	(ii)	
              the
                Warranties are the only warranties that the Purchaser requires, and
                on
                which the Purchaser has relied, in entering into this
                agreement;

            


    

     

    
      	
            	(iii)	
              for
                the avoidance of doubt, no warranty or representation, expressed
                or
                implied, is given in relation to any information or expression of
                intention or expectation nor any forecast, budget or projection contained
                or referred to in the Due Diligence Material;
                and

            


    

     

    
      	
            	(iv)	
              to
                the extent permitted by law, all other warranties, representations
                and
                undertakings (whether express or implied and whether oral or in writing)
                made or given by any entity which is a Group Company or their respective
                employees, customers, agents or representatives are expressly
                excluded.

            


    

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 30

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    
      	
            	
              (b)

            	
              The
                Vendor acknowledges that, as at the date of these heads of agreement,
                the
                Purchaser had not undertaken any legal due diligence in relation
                to the
                Vendor, any Group Company or the Business and the Purchaser’s lawyers have
                not reviewed any of the Due Diligence Material and the Purchaser
                has not
                been provided with a complete and uncensored copy of the Fosters
                Contract
                and the Purchaser’s lawyers have not reviewed the Fosters
                Contract.

            


    

     

    
      	
              3.

            	
              No
                reliance

            


    

     

    
      	 	
              (a)

            	
              Subject
                to paragraph 2(b) above, the Purchaser acknowledges, and represents
                and
                warrants to the Vendor, that:

            


    

     

    
      	
            	(i)	
              at
                no time has: 

            


    

     

    
      	 	
              (A)

            	
              the
                Vendor or any person on its behalf made or given; or
                

            


    

     

    
      	 	
              (B)

            	
              the
                Purchaser relied on, 

            


    

     

    any
      representation, warranty, promise or undertaking in respect of the future
      financial performance or prospects of the Group or otherwise (including in
      connection with any financial analysis or modelling conducted by the Purchaser
      or any of their representatives or advisers) except those expressly set out
      in
      this agreement (including in the Warranties); 

     

    
      	
            	(ii)	
              no
                representations, warranties, promises, undertakings, statements or
                conduct:

            


    

     

    
      	 	
              (A)

            	
              have
                induced or influenced the Purchaser to enter into, or agree to any
                terms
                or conditions of, this agreement;

            


    

     

    
      	 	
              (B)

            	
              have
                been relied on in any way as being accurate by the Purchaser;
                

            


    

     

    
      	 	
              (C)

            	
              have
                been warranted to the Purchaser as being true;
                or

            


    

     

    
      	 	
              (D)

            	
              have
                been taken into account by the Purchaser as being important to its
                decision to enter into, or agree to any or all of the terms of, this
                agreement, 

            


    

     

    except,
      in the case of the Purchaser, those expressly set out in this agreement
      (including in the Warranties); 

     

    
      	
            	(iii)	
              it
                has entered into this agreement after satisfactory inspection and
                investigation of the affairs of the Group, including a reasonable
                review
                of all the Due Diligence Material, the Disclosure Letter and the
                information referred to in paragraph 1(c);
                and

            


    

     

    
      	
            	(iv)	
              it
                has made, and it relies upon, its own reasonable searches, enquiries
                and
                evaluations in respect of the Business (including in connection with
                any
                financial analysis or modelling conducted by the Purchaser or any
                of their
                representatives or advisers), except to the extent expressly set
                out in
                this agreement (including in the
                Warranties).

            


    

     

    
      	 	
              (b)

            	
              The
                parties acknowledge that the Vendor is not under any obligation to
                provide
                the Purchaser or its advisers with any information (including financial
                information) on the future performance or prospects of the Group.
                If the
                Purchaser has received opinions, estimates, projections, business
                plans,
                budget information or forecasts in connection with the Group (including
                in
                connection with any financial analysis or modelling conducted by
                the
                Purchaser or any of their representatives or advisers), the Purchaser
                acknowledges and agrees that:

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 31

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
            	(i)	
              there
                are uncertainties inherent in attempting to make these opinions,
                estimates, projections, business plans, budgets and forecasts and
                the
                Purchaser is familiar with these
                uncertainties;

            


    

     

    
      	
            	(ii)	
              the
                Purchaser is taking full responsibility for making its own evaluation
                of
                the adequacy and accuracy of all opinions, estimates, projections,
                business plans, budgets and forecasts furnished to it;
                and

            


    

     

    
      	
            	(iii)	
              the
                Vendor is not liable under any Claim arising out of or relating to
                any
                opinions, estimates, projections, business plans, budgets or forecasts
                in
                connection with the Group.

            


    

     

    
      	 	
              (c)

            	
              The
                Vendor acknowledges that the Purchaser’s rights under or in relation to
                the Warranties are not affected by any enquiry or investigation that
                the
                Purchaser has made, or should have made, or could have made, in relation
                to the Vendor, any Group Company or the
                Business.

            


    

     

    
      	 	
              (d)

            	
              The
                Vendor will indemnify the Purchaser against any loss, cost or expense
                that
                the Purchaser or any Group Company might suffer or incur as a result
                of,
                or in connection with, any breach of any Warranty and all taxes which
                the
                Purchaser might incur as a result of any payment made by the Vendor
                under
                this indemnity.

            


    

     

    
      	 	
              (e)

            	
              The
                Vendor represents and warrants that it has not relied on any warranty
                or
                conduct by or on behalf of any Group Company which forms, or will
                form,
                the basis of any of the Warranties or any matter in the Due Diligence
                Material. The Vendor will not make any Claim against any Group Company
                (or
                any person for whom any Group Company is liable or responsible) as
                a
                result of, or in relation to, any claim made by the Purchaser against
                the
                Vendor in relation to any of the
                Warranties.

            


    

     

    
      	 	
              (f)

            	
              As
                at Completion, the Vendor will deliver to the Purchaser a release
                by the
                Vendor and each of its related bodies corporate of all Claims which
                any of
                them might have against any Group
                Company.

            


    

     

    
      	 	
              (g)

            	
              Each
                of the Warranties is a separate warranty that is to be construed
                independently of the other Warranties and is not limited by reference
                to
                any of the other Warranties. The Purchaser has entered into this
                agreement
                relying on the Warranties.

            


    

     

    
      	
              4.

            	
              Financial
                limits on Claims

            


    

     

    The
      Vendor has no liability for a Claim for a breach of any Warranty until the
      aggregate of all Claims for breach of the Warranties under this agreement
      exceeds $100,000 in which event the Purchaser may claim the whole amount. Each
      individual claim must be equal or greater to $20,000.

     

    
      	
              5.

            	
              Time
                limits on Claims

            


    

     

    The
      Vendor has no liability for breach of any Warranty unless:

     

    
      	 	
              (a)

            	
              in
                the case of a Claim relating to any Warranty other than Warranty
                11, the
                Purchaser has given written notice of the Claim to the Vendor under
                paragraph 8 on or before the first anniversary of the Completion
                Date; and

            


    

     

    
      	 	
              (b)

            	
              in
                the case of a Claim relating to Warranty 11, the Purchaser has given
                written notice of the Claim to the Vendor under paragraph 8 on or
                before the seventh anniversary of the Completion Date;
                and

            


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 32

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              in
                either case, unless the Claim has been settled or legal proceedings
                in a
                court of competent jurisdiction in respect of the Claim have been
                commenced by the Purchaser against the Vendor within 1 year of the
                Claim
                being notified by the Purchaser under
                paragraph 8.

            


    

     

    
      	
              6.

            	
              Other
                limits on Claims

            


    

     

    The
      liability of the Vendor in respect of any Claim for breach of any Warranty
      is
      reduced or extinguished (as the case may be) to the extent that:

     

    
      	 	
              (a)

            	
              the
                subject matter of any Claim is provided for in the Accounts or for
                which
                allowance was made in the adjustments to the Purchase Price;
                or

            


    

     

    
      	 	
              (b)

            	
              the
                Claim has arisen as a result of or in consequence of any voluntary
                act,
                omission, transaction or arrangement of or on behalf of the Purchaser
                after Completion; or

            


    

     

    
      	 	
              (c)

            	
              the
                Claim is as a result of or in respect of, or where the Claim arises
                from,
                any increase in the rate of Tax liable to be paid or any imposition
                of Tax
                not in effect at the date of this agreement;
                or

            


    

     

    
      	 	
              (d)

            	
              the
                Claim occurs or is increased as a result of legislation not in force
                or in
                effect at the date of this agreement;
                or

            


    

     

    
      	 	
              (e)

            	
              the
                Claim occurs as a result of a change after the date of this agreement
                in
                any law or interpretation of law;
                or

            


    

     

    
      	 	
              (f)

            	
              as
                at the date of this agreement, the Purchaser is actually aware of
                any
                fact, matter or thing that it knows constitutes a breach of that
                Warranty.

            


    

     

    
      	
              7.

            	
              Maximum
                aggregate liability for Claims

            


    

     

    
      	 	
              (a)

            	
              The
                maximum aggregate liability of the Vendor (including legal costs
                and
                expenses incurred in defending a Claim from a third party), as a
                result of
                Claims for breach of any of the Title Warranties is limited to the
                Purchase Price.

            


    

     

    
      	 	
              (b)

            	
              The
                maximum aggregate liability of the Vendor (including legal costs
                and
                expenses incurred in defending a Claim from a third party), as a
                result of
                Claims for breach of the Warranties (other than the Title Warranties)
                is
                limited to $5,000,000.

            


    

     

    
      	 	
              (c)

            	
              For
                the purposes of this clause, a reference to the Title Warranties
                is a
                reference to the warranties that relate to the nature or quality
                of the
                right, title, interest or claim of the Vendor or any Group Company
                in or
                to any of its assets (including, but without limitation, the Shares,
                the
                shares in Neqtar Wines or the tangible assets of each Group
                Company).

            


    

     

    
      	
              8.

            	
              Notice
                of potential Claim

            


    

     

    If
      the
      Purchaser becomes aware of anything which is or may be reasonably likely to
      give
      rise to a Claim under this paragraph 8, it must notify the Vendor in writing,
      within 20 Business Days after it has first come to the Purchaser's attention
      (Claim
      Notice),
      setting out the Warranty the subject of the Claim and the general nature of
      the
      Claim, including reasonable detail. The Purchaser will provide the Vendor with
      whatever information the Vendor may reasonably require about any Claim that
      is
      the subject of a notice give pursuant to this clause. 

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 33

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      	
              9.

            	
              Conduct
                of third party Claims

            


    

     

    
      	 	
              (a)

            	
              The
                Vendor, subject to this paragraph 9, are in respect of an act, matter
                or thing notified by the Purchaser under paragraph 8, where that act,
                matter or thing relates to an actual or threatened Claim from a third
                party, entitled to elect by written notice given to the Purchaser
                within
                10 Business Days of receipt of a Claim Notice
                to:

            


    

     

    
      	
            	(i)	
              take
                over the conduct of the Claim; and

            


    

     

    
      	
            	(ii)	
              take
                such actions as the Vendor may decide about it, including the right
                to
                negotiate, defend and/or settle the Claim and to recover costs incurred
                as
                a consequence of the Claim from any
                person.

            


    

     

    
      	 	
              (b)

            	
              Where
                the Vendor takes over the conduct and/or defence of any claim under
                this
                paragraph 9, the Vendor must:

            


    

     

    
      	
            	(i)	
              afford
                the Purchaser the opportunity to consult with the Vendor on all matters
                of
                significance for the goodwill of the
                Business;

            


    

     

    
      	
            	(ii)	
              at
                reasonable and regular intervals provide the Purchaser with written
                reports concerning the conduct, negotiation, control, defence and/or
                outcome or settlement of the Claim;
                and

            


    

     

    
      	
            	(iii)	
              provide
                the Purchaser at other times and from time to time with whatever
                information the Purchaser may reasonably require concerning the conduct,
                negotiation, control, defence and/or outcome or settlement of the
                Claim.

            


    

     

    
      	 	
              (c)

            	
              The
                Purchaser must, and must procure that the Group must, provide the
                Vendor
                with access to (with the right to take copies) and make available
                to the
                Vendor all relevant personnel, relevant documents, books and records
                reasonably required for the purpose of the conduct of any Claim under
                paragraph 9(a).

            


    

     

    
      	
              10.

            	
              Rights
                of the Purchaser

            


    

     

    If
      the
      Purchaser gives the Vendor a Claim Notice under paragraph 8 then, until the
      Vendor does elects to take over the control of a Claim under paragraph 9,
      the Purchaser may take such actions as the Purchaser may decide about it,
      including the right to negotiate, defend and/or settle the Claim and to recover
      costs incurred as a consequence of the Claim from any person, if:

     

    
      	 	
              (a)

            	
              the
                Purchaser at reasonable and regular intervals provides the Vendor
                with
                written reports concerning the conduct, negotiation, control, defence
                and/or settlement of the Claim and must not settle the Claim without
                the
                prior approval of the Vendor which must not be unreasonably
                withheld;

            


    

     

    
      	 	
              (b)

            	
              the
                Purchaser affords the Vendor the opportunity to consult with the
                Purchaser
                on matters of significance in relation to the conduct, negotiation
                and
                settlement of the Claim; and

            


    

     

    
      	 	
              (c)

            	
              the
                Vendor renders to the Purchaser, at the Purchaser’s expense, all such
                assistance as the Purchaser may reasonably require in disputing any
                Claim.

            


    

     

    
      	
              11.

            	
              Costs
                indemnity

            


    

     

    The
      Vendor indemnifies the Purchaser and the Group against all Liabilities
      reasonably incurred by, or awarded against, the Purchaser or the Group arising
      out of the conduct of the Vendor under paragraph 9 or acts required or
      requested of the Purchaser or the Group in respect of the same, as and when
      they
      fall due, including reasonable legal costs and disbursements of the Purchaser's
      lawyers and Group's lawyers.

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 34

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      	
              12.

            	
              Warranty
                payments

            


    

     

    Any
      payment made in respect of a Claim for breach of a Warranty is deemed to be
      a
      reduction in the Purchase Price.

     

    
      	
              13.

            	
              Benefits
                or credits received by the Company or the
                Purchaser

            


    

     

    If
      any
      payment in respect of a Claim under the Warranties is made to the Purchaser
      by
      or on behalf of the Vendor and after the payment is made the Purchaser or any
      Group Company receives any benefit or credit in relation to the subject matter
      of the Claim (including payment under any insurance policy), then the
      Purchaser:

     

    
      	 	
              (a)

            	
              must
                immediately notify the Vendor of the benefit or credit;
                and

            


    

     

    
      	 	
              (b)

            	
              pay
                to the Vendor an amount equal to the amount (net of expenses and
                Tax) of
                the benefit or credit received by the Purchaser or a Group Company
                (as the
                case may be).

            


    

     

    
      	
              14.

            	
              Trade
                Practices Act

            


    

     

    To
      the
      extent permitted by law, the Purchaser agrees not to make, and waives any right
      it may have to make, any claim against the Vendor or any Associate of the Vendor
      under section 52 of the Trade Practices Act 1974 (Cth) or the corresponding
      provision of any State or Territory enactment.

     

    
      	
              15.

            	
              Financial
                forecasts

            


    

     

    The
      parties acknowledge and agree that the Warranties do not apply to any financial
      forecasts, projections, opinions of future performance or other statements
      relating to financial prospects of the Group that have been provided by the
      Vendor or an Associate of the Vendor. No warranty is given or representation
      made that any such financial forecast, projection or opinion will be met or
      achieved. Any such information that has been provided to the Purchaser was
      provided for information purposes only.

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 35

            


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    Signing
      page

    
      
        

      

    

     

    EXECUTED
      as
an
      agreement

     

    
      	
              Executed
                by
                Neqtar
                Limited

            	 	 	 
	 	 	 	 
	
              /s/
                David J. Stevenson

            	
              ¬

            	
              /s/
                David Wells

            	
              ¬

            
	
              Signature
                of director

               

              David
                J. Stevenson

            	 	
              Signature
                of director/company secretary

              (Please
                delete as applicable)

               

              David
                Wells

            	 
	
              Name
                of director (print)

            	 	
              Name
                of director/company secretary (print)

            	 


    

     

    
      	
              Executed
                by
                Saint
                James Company

            	 	 	 
	 	 	 	 
	
              /s/
                Wayne Gronquist

            	
              ¬

            	
              /s/
                Wayne Gronquist

            	
              ¬

            
	
              Signature
                of director

               

              Wayne
                Gronquist

            	 	
              Signature
                of director/company secretary

              (Please
                delete as applicable)

               

              Wayne
                Gronquist

            	 
	
              Name
                of director (print)

            	 	
              Name
                of director/company secretary (print)

            	 


    

     

    
      	
               

            	
               

            
	
              Minter
                Ellison | Ref: THW 30-5726382

            	
              Heads
                of agreement | page 36