**EXHIBIT 4.20**

 

 

 

**SharePurchase Agreement**

 

**JohnFrederick Newell**

** **

**AnthonyThomas Wiseman**

** **

**ScottCairfield Morris**

** **

**Graeme DavidWright**

** **

**JannorInvestments Pty Ltd**

** **

**Norman IanJessup**

** **

**GeneticTechnologies Limited**

 
| **Baker & McKenzie**           |   |  |
|------------------------------------|--------|--|
| Solicitors                         |   |
| Level 39, Rialto                   |   |
| 525 Collins Street                 |   |
| MELBOURNE VIC 3000                 |   |
| Tel: (03) 9617-4200                |   |
| Fax: (03) 96142103                 |   |
| Email:  josephine.tan@bakernet.com |   |
|                               |   |
| Ref: 990607-v12\AUSJT7             |   |
|                               |   |

----

 

**Contents**

 
| **Clause** | ** ** | ** **                                                               | ** ** | ** ** |
|------------|------------|--------------------------------------------------------------------------|------------|------------|
| **Number** | ** ** | **Heading**                                                              | ** ** | **Page**   |
| ** ** | ** ** | ** **                                                               | ** ** | ** ** |
| **1**      | ** ** | **Definitions and interpretations**                                      | ** ** | **3**      |
| ** ** | ** ** | ** **                                                               | ** ** | ** ** |
| **2**      | ** ** | **Sale Shares**                                                          | ** ** | **10**     |
| ** ** | ** ** | ** **                                                               | ** ** | ** ** |
| **3**      | ** ** | **Conditions**                                                           | ** ** | **10**     |
| ** ** | ** ** | ** **                                                               | ** ** | ** ** |
| **4**      | ** ** | **Pre-Completion**                                                       | ** ** | **11**     |
| ** ** | ** ** | ** **                                                               | ** ** | ** ** |
| **5**      | ** ** | **Completion**                                                           | ** ** | **13**     |
| ** ** | ** ** | ** **                                                               | ** ** | ** ** |
| **6**      | ** ** | **Warranties and indemnity**                                             | ** ** | **16**     |
| ** ** | ** ** | ** **                                                               | ** ** | ** ** |
| **7**      | ** ** | **Guarantee**                                                            | ** ** | **18**     |
| ** ** | ** ** | ** **                                                               | ** ** | ** ** |
| **8**      | ** ** | **Non-compete**                                                          | ** ** | **19**     |
| ** ** | ** ** | ** **                                                               | ** ** | ** ** |
| **9**      | ** ** | **Confidentiality and announcements**                                    | ** ** | **21**     |
| ** ** | ** ** | ** **                                                               | ** ** | ** ** |
| **10**     | ** ** | **Notices**                                                              | ** ** | **21**     |
| ** ** | ** ** | ** **                                                               | ** ** | ** ** |
| **11**     | ** ** | **General Provisions**                                                   | ** ** | **22**     |
| ** ** | ** ** | ** **                                                               | ** ** | ** ** |
| ** ** | ** ** | **Annexure  1**                                                          | ** ** | **28**     |
|       |       | Warranties                                                               |       | 28         |
|       |       |                                                                     |       |       |
| ** ** | ** ** | **Annexure  2**                                                          | ** ** | **46**     |
|       |       | The Vendors, Sale Shares Consideration and Loan Account                  |       | 46         |
|       |       |                                                                     |       |       |
| ** ** | ** ** | **Annexure  3**                                                          | ** ** | **47**     |
|       |       | Business Names and Intellectual Property Rights                          |       | 47         |
|       |       |                                                                     |       |       |
|       |       | **Annexure 4**                                                           |       | **48**     |
|       |       | Leasehold Properties and Property Leases                                 |       | 48         |
|       |       |                                                                     |       |       |
| ** ** | ** ** | **Annexure  5**                                                          | ** ** | **49**     |
|       |       | Employment Agreements                                                    |       | 49         |
|       |       |                                                                     |       |       |
| ** ** | ** ** | **Annexure  6**                                                          | ** ** | **50**     |
|       |       | Pollutant Details                                                        |       | 50         |
|       |       |                                                                     |       |       |
|       |       | **Annexure 7**                                                           |       | **51**     |
|       |       | Agency, distribution, marketing, franchising, licensing agreements       |       | 51         |
|       |       |                                                                     |       |       |
|       |       | **Annexure 8**                                                           |       | **52**     |
|       |       | Registered office and jurisdictions in which Company carries on Business |       | 52         |
|       |       |                                                                     |       |       |
| ** ** | ** ** | **Annexure  9**                                                          | ** ** | **53**     |
|       |       | Officers, employees and contractors                                      |       | 53         |
|       |       |                                                                     |       |       |
| ** ** | ** ** | **Annexure  10**                                                         | ** ** | **55**     |
|       |       | Accounts                                                                 |       | 55         |

 

i

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| ** ** | ** ** | **Annexure  11**                      | ** ** | **56** |
|------------|------------|---------------------------------------|------------|--------|
|       |       | Licences                              |       | 56     |
|       |       |                                  |       |   |
| ** ** | ** ** | **Annexure  12**                      | ** ** | **57** |
|       |       | Rental Contracts                      |       | 57     |
|       |       |                                  |       |   |
| ** ** | ** ** | **Annexure  13**                      | ** ** | **58** |
|       |       | Insurance Policies                    |       | 58     |
|       |       |                                  |       |   |
| ** ** | ** ** | **Annexure  14**                      | ** ** | **59** |
|       |       | Voluntary Restriction Agreement       |       | 59     |
|       |       |                                  |       |   |
| ** ** | ** ** | **Annexure  15**                      | ** ** | **60** |
|       |       | Customer Warranties                   |       | 60     |
|       |       |                                  |       |   |
| ** ** | ** ** | **Annexure  16**                      | ** ** | **61** |
|       |       | Standard terms and conditions of sale |       | 61     |
|       |       |                                  |       |   |
| ** ** | ** ** | **Annexure  17**                      | ** ** | **62** |
|       |       | Relevant Schemes                      |       | 62     |
|       |       |                                  |       |   |
| ** ** | ** ** | **Annexure  18**                      | ** ** | **63** |
|       |       | Consents required                     |       | 63     |

 

ii

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| **Date**    |       | 2008                                                                                                                      |
|-------------|------------|---------------------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                                      |
| **Parties** | ** ** | **John Frederick Newell** of **56 Burton Road,  Eleebana, NSW, 2282** (***Newell***)                                      |
|        |       |                                                                                                                      |
| ** **  | ** ** | **Anthony Thomas Wiseman** of **‘Orchard Road’ RMB  8540, Ourimbah, NSW, 2258** (***Wiseman***)                 |
|        |       |                                                                                                                      |
| ** **  | ** ** | **Scott Cairfield Morris** of 41 Weinholt Road, Lowood, QLD, 4311 (***Morris***)                                          |
|        |       |                                                                                                                      |
| ** **  | ** ** | **Graeme David Wright** of **148 Balook Street,  Lauderdale, TAS, 7021** (***Wright***)                                   |
|        |       |                                                                                                                      |
| ** **  | ** ** | **Jannor Investments Pty Ltd**(ACN 006 683 914)****of **13 Hamilton Court, Pearcedale, VIC, 3912**(***Jannor***)          |
|        |       |                                                                                                                      |
|        |       | (together the ***Vendors***  and each a ***Vendor***)                                                                     |
|        |       |                                                                                                                      |
| ** **  | ** ** | **Norman Ian Jessup****of********13 Hamilton Court, Pearcedale, VIC, 3912 (*****Guarantor*****)**                         |
|        |       |                                                                                                                      |
| ** **  | ** ** | **Genetic Technologies Limited**(ACN 009  212 328) of **60-66 Hanover Street, Fitzroy, VIC, 3065 **(***Purchaser***) |

 

# **Recitals**

# ** **

A            The Company has an issued share capital of1,000 fully paid ordinary shares, which are all legally and beneficially ownedby the Vendors as set out in Part A of Annexure 2.

 

B             The****Vendors agreeto sell and the Purchaser agrees to purchase the Sale Shares under thefollowing terms and conditions.

 

C             The Guarantor has agreed to guarantee eachof Jannor’s obligations under this agreement and indemnify the Purchaser inthis regard.

 

# **Operativeprovisions**

 

**1****              Definitions andinterpretations**

## ** **

### 1.1           In this Agreement unless the contextrequires another meaning:

###  

***AccountingStandards******meansfor the Company:***

*** ***

(a)           the accounting standards applicable for thepurposes of the *Corporations Act 2001*;

 

(b)           the requirements of the *Corporations Act 2001*for the preparation and content of financial statements, director’s reports andauditor’s reports;

 

3

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(c)           if no accounting standard applies under the*Corporations Act 2001* in relation to an accounting practice, the standardsacceptable to the Australian Accounting Research Foundation, including:

 

(i)            the Australian Accounting Concepts;

 

(ii)           the Australian Accounting Standards; and

 

(iii)          the Approved Accounting Standards; and

 

(d)           generally accepted and consistently appliedaccounting principles and practices in Australia, except those inconsistentwith the standards or requirements referred to in paragraphs (a), (b) or(c).

 

***Accounts*******means for the Company thefollowing, as attached in Annexure 10:

 

#### (a)           its unaudited profit and loss statement forthe period of 11 months ending on the Accounts Date; and

####  

#### (b)           its unaudited balance sheet and cash flowstatement as at the Accounts Date;

####  

#### (c)           all statements, reports and notes attachedto or intended to be read with the profit and loss statement, balance sheet orcash flow statement; and

####  

#### (d)           all directors’ declarations about thosefinancial statements.

####  

***Accounts Date*** means 30 June 2008.

 

***Assets*** means the assets owned orused by the Company in conducting the Business as at Completion.

 

***Authorisation*******means:

 

(a)           any authorisation, approval, licence, permit,consent, qualification, accreditation, filing, registration, certificate,resolution, direction, declaration, or exemption; and

 

(b)           for anything which a Government Agency mayprohibit or restrict within a specified period after it is notified, the expiryof that period without intervention or action by that Government Agency.

 

***Books andRecords*******meansoriginals and copies in machine readable or printed form of all registers,books, reports, correspondence, files, records, accounts, documents and other materialin the possession or control of the Company or the****Vendors****about or used in connection with the Company including all:

** **

(a)           operational and financial records;

 

(b)           employment records;

 

(c)           documents of title for the Assets;

 

(d)           registers required to be maintained by the *Corporations Act 2001* or the Constitution or otherconstituent documents of the Company, and all minute books of meetings ofdirectors and members.

 

***Business*******means the business carried onby the Company of collecting, storing, relocating and implantation of caninesemen and the sale of canine-related products and associated activities as atthe date of this Agreement.

 

4

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***Business Day*******means a day that is not aSaturday, Sunday or a public holiday or bank holiday in Melbourne.

** **

***Business Names*******means all business names andtrade names (other than Trade Marks) registered in the name of the Companyunder which the Company carries on the Business including the names set out inAnnexure 3.

 

***Camelot Farms******means the person trading as Camelot Farms, being Sharyn Conole, who:***

*** ***

(a)           ***suppliesthe extender and all other products necessary for the process by which caninesemen is frozen, which process was taught to each of Newell, Wiseman,***Morris, Wright and theGuarantor by a veterinarian surgeon accredited to teach the Camelot Farmscanine semen freezing process; and

 

***(b)******          ******is a key supplier of the Company.***

*** ***

***CamelotAccreditation******meansa person has been trained by Camelot Farms, has been accredited to utilise andoperate the Camelot Farms canine semen process and, as a result of holding theCamelot Accreditation, is entitled to purchase from Camelot Farms, a productknown as extender, which extender is mixed with certain canine semen, duringthe process of thawing out the frozen canine semen.***

*** ***

***CashConsideration*******meansthe amounts payable to each of the Vendors as set out in the table in Part Bof Annexure 2.

 

***CGT*******means capital gains tax asdefined in the *Income Tax Assessment Act* 1997 orany like tax.

 

***Company*******means FrozenPuppies Dot Com Pty Limited (ACN 118 354 411) of 3 Jones Road, Calga, NSW, 2250.

 

***Completion*******means completion of the saleand purchase of the Sale Shares under this Agreement.

 

***CompletionContracts*** means the following:

 

(a)           The Employment Agreements substantially inthe form set out in Annexure 5 betweenthe Company and each of Newell, Wiseman, Morris, Wright and the Guarantor; and

 

(b)           the Voluntary Restriction Agreementssubstantially in the form set out in Annexure 14 between the Purchaser and eachof the Vendors, providing that:

 

##### (i)            20% of their Share Consideration isescrowed for 6 months from the Completion Date;

#####  

##### (ii)           20% of their Share Consideration isescrowed for 12 months from the Completion Date;

#####  

##### (iii)          20% of their Share Consideration isescrowed for 18 months from the Completion Date; and

#####  

##### (iv)          20% of their Share Consideration isescrowed for 24 months from the Completion Date.

#####  

***CompletionDate*******means22 July 2008,****or any otherdate as the parties agree in writing.

 

***Conditions*******means the conditions set outin clause 3, and ***Condition*******meansany one of them;

 

5

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***ConfidentialInformation*** means all:

 

(a)           know-how, trade secrets, ideas, concepts,technical and operational information, owned****orused by the Company;

 

(b)           information concerning the affairs orproperty of the Company or any business, property or transaction in which theCompany may be or may have been concerned or interested;

 

(c)           details of any customers or suppliers ofthe Company;

 

(d)           information about the terms or effect ofthis Agreement; and

 

(e)           information which by its nature or by thecircumstances of its disclosure, is or could reasonably be expected to beregarded as confidential to:

 

(i)            the Company; or

 

(ii)           any third party with whose consent orapproval the Company uses that information.

 

***Contracts*******means all contracts oragreements to which the Company may be bound, including all such contracts oragreements referred to in any Annexure.

 

***Control*** means any situation where aperson or persons (each a ***Controlling Person***) has, or is entitled toacquire, the right or power to secure whether directly or indirectly, that theaffairs of another person (***Controlled Person***) are conducted in accordancewith the wishes of the Controlling Person.

 

***Dispute Notice*** means a written notice underclause 6.12 of any dispute in relation to this Agreement.

 

***Dollars*** and ***$*** means the lawfulcurrency of Australia.

 

***EnvironmentalLaws*** means any law about the environment, planning,building or local government including any law about:

 

(a)           land use or occupation of land orbuildings;

 

(b)           occupational health and safety;

 

(c)           heritage preservation, protection orconservation of natural or cultural resources;

 

(d)           pollution or contamination of air, water orsoil;

 

(e)           waste disposal, treatment or storage;

 

(f)            chemical, toxic, hazardous, poisonous ordangerous substances;

 

(g)           pesticides;

 

(h)           noise or odour; or

 

(i)            a Pollutant.

 

***Expert*******means an independent firm ofchartered accountants selected or nominated under clause 6.14 or 6.15.

 

***GovernmentAgency*** means:

 

6

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(a)           a government, whether foreign, federal,state, territorial or local;

 

(b)           a department, office or minister of agovernment acting in that capacity; or

 

(c)           a commission, delegate, instrumentality,agency, board or other governmental, semi-governmental, judicial,administrative, monetary or fiscal authority, whether statutory or not.

 

***GST*******means goods and services taxas defined in the *New Tax Systems**(Goods and Services Tax) Act 1999* or any like tax.

 

***InsuranceContracts*******meansall contracts of insurance and indemnity held by the Company.

 

***IntellectualProperty Rights*** means all rights****of the Companyin and to:

 

(a)           the Business Names;

 

(b)           the Trade Marks and the Trade Mark LicenceAgreements; and

 

(c)           all designs, patents, copyright, processes,methods, know-how, inventions, product formulations, plant variety rights,eligible layout rights and other intellectual property rights owned or used bythe Company whether within or outside Australia.

 

***LeaseholdProperties*** means the properties detailed in Annexure 5 and all improvements on those properties.

 

***Liabilities*** means all liabilities,whether actual or contingent, present or future, quantified or unquantified.

 

***Licences*******means all Authorisations heldby the Company in conducting the Business.

 

***Loan Account*** means the total outstandingbalance as at Completion of money owed by the Company to any of the Vendors (orthe Vendor Associates) and includes any accrued interest.

*** ***

***Loan Account Amount*** means the amount of$346,840.40.

 

***Plant andEquipment*** means all fixed and loose plant, equipment,machinery, furniture, fixtures and fittings, computer hardware, vehicles, andall other tangible assets used in the Business by the Company.

 

***Pollutant*******means any solid, liquid, gas,odour, radiation, heat, sound, vibration, chemical, chemical waste or othersubstance:

 

(a)           declared by a Government Agency to behazardous, a contaminant, a risk to health or safety of any person, animal orplant, or to otherwise cause, or to be likely to cause, the environment to bedegraded; or

 

(b)           which harms or is likely to harm theenvironment or any person;

 

including asbestos, polychlorinated biphenyls andradioactive substances.

 

***Properties*******means the LeaseholdProperties.

 

***PropertyLeases*******meansthe leases and licences for the Leasehold Properties.

 

***Purchase Price*******means, subject to the terms ofthis Agreement, the Cash Consideration and the Share Consideration.

 

***Related BodyCorporate*** has the same meaning as in the *CorporationsAct**2001*.

 

7

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***Relative*** has the same meaning as inthe *Income Tax Assessment Act**1936* (Cth).

 

***RelevantSchemes*** means:

 

(a)           all superannuation schemes, retirementbenefit schemes or other pension schemes or arrangements; and

 

(b)           all employment benefit plans, programs orarrangements including medical, dental or life insurance;

 

to which the Company is a party or which the Companymakes available or obtains for its officers or employees or former officers oremployees.

 

***Rental Assets*******means the Assets in thepossession or control of the Company (other than the Leasehold Properties),which are the subject of the Rental Contracts.

 

***RentalContracts*******meansall lease, rental, hire purchase, credit sale or similar agreements to whichany Rental Asset is subject.

 

***Sale Shares*******means the fully paid ordinaryshares in the Company to be acquired by the Purchaser, details of which are setout in the table in Part A of Annexure 2,together with all rights attaching to those shares as at Completion.

 

***SecurityInterest*** means an interest in an asset which provides securityfor, or protects against default by, a person for the payment or satisfactionof a debt, obligation or liability including a mortgage, charge, bill of sale,pledge, deposit, lien, encumbrance, hypothecation, or arrangement for theretention of title.

 

***ShareConsideration******meansthe shares in the Purchaser to be issued to the Vendors as set out in the tablein Part B***Annexure 2***.***

*** ***

***Stock*******means all raw materials,supplies, packaging and containers, work-in-progress, finished products, partsand components and other inventory of the Business.

*** ***

***Tax*** means a tax, levy, charge,impost, deduction, withholding or duty of any nature (including stamp andtransaction duty and GST, value added or similar tax) at any time:

 

(a)           imposed or levied by any Government Agency;or

 

(b)           required to be remitted to, or collected,withheld or assessed by, any Government Agency; and

 

any related interest, expense, fine, penalty or othercharge on those amounts.

 

***Third PartyInterest*******meansany Security Interest, lease, license, option, voting arrangement, easement,covenant, notation, restriction, interest under any agreement, interest underany trust, or other right, equity, entitlement or other interest of any natureheld by a third party.

 

***Trade Marks*******means the trade marks, servicemarks, brand names, or rights about the get up or trade dress of any product,packaging or outlet, logos, slogans and similar rights owned, used or licensedfor use by the Company in connection with the goods and/or services madeavailable by the Company.

 

***Trade MarkLicence Agreements*******means those trade mark licence agreements, registereduser agreements or appointments held for the Trademarks.

 

***VendorAssociate*** means:

 

8

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(a)           anyRelated Body Corporate of any of the Vendors;

 

(b)           anydirector, secretary or chief executive officer of the Company or of any of theVendors;

 

(c)           anyRelative of any of the Vendors or any person described in sub-clause (b); or

 

(d)           anycorporation or other entity over which any of the Vendors or any one or more ofthe persons described in sub-clauses (a), (b) or (c) haveControl.

 

***Warranties*******means therepresentations, warranties and covenants made by the Vendors underclause 6 and ***Warranty***means any one of them.

 

### 1.2           Inthis Agreement, unless the context otherwise requires:

###  

#### (a)           areference:

####  

##### (i)            tothe singular includes the plural and vice versa;

#####  

##### (ii)           to agender includes all genders;

#####  

##### (iii)          to adocument (including this Agreement) is a reference to that document (includingany Schedules and Annexures,) as amended, consolidated, supplemented, novatedor replaced;

#####  

##### (iv)          to anagreement includes any deed, agreement or legally enforceable arrangement orunderstanding whether written or not;

#####  

##### (v)           to partiesmeans the parties to this Agreement and to a party means a party to thisAgreement;

#####  

##### (vi)          to anotice means all notices, approvals, demands, requests, nominations or othercommunications given by one party to another under or in connection with thisAgreement;

#####  

##### (vii)         to aperson (including a party) includes:

#####  

###### (A)          anindividual, company, other body corporate, association, partnership, firm,joint venture, trust or Government Agency;

######  

###### (B)          theperson’s successors, permitted assigns, substitutes, executors andadministrators; and

######  

###### (C)          areference to the representative member of the GST group to which the personbelongs to the extent that the representative member has assumed rights,entitlements, benefits, obligations and liabilities which would remain with theperson if the person were not a member of a GST group;

######  

##### (viii)        to a law:

#####  

###### (A)          includesa reference to any constitutional provision, subordinate legislation, treaty,decree, convention, statute, regulation, rule, ordinance, proclamation, by-law,judgment, rule of common law or equity or rule of any applicablestock exchange;

######  

###### (B)          is areference to that law as amended, consolidated, supplemented or replaced; and

######  

###### 9

###### 

######  

###### (C)          is areference to any regulation, rule, ordinance, proclamation, by-law or judgmentmade under that law;

######  

##### (ix)          toproceedings includes litigation, arbitration, and investigation;

#####  

##### (x)           to ajudgement includes an order, injunction, decree, determination or award of anycourt or tribunal;

#####  

##### (xi)          to timeis a reference to Melbourne time;

#####  

#### (b)           headingsare for convenience only and are ignored in interpreting this Agreement;

####  

#### (c)           awarranty, representation, covenant or obligation given or entered into by morethan one person binds them jointly and severally;

####  

#### (d)           if aperiod of time is specified and dates from, after or before, a given day or theday of an act or event, it is to be calculated exclusive of that day;

####  

#### (e)           if apayment or other act must (but for this clause) be made or done on a day whichis not a Business Day, then it must be made or done on the next Business Day;

####  

#### (f)            thewords ***including***or ***includes***mean ***includingbut not limited to*** or ***including******without limitation***;

####  

#### (g)           wherea word or phrase is defined, its other grammatical forms have a correspondingmeaning; and

####  

#### (h)           thisAgreement must not be construed adversely to a party solely because that partywas responsible for preparing it.

** **

**2****              Sale Shares**

** **

**Sale and purchase**

** **

### 2.1           TheVendors agree to sell and the Purchaser agrees to purchase, the Sale Shares,free from all Third Party Interests, for the Purchase Price and in accordancewith****this Agreement.

###  

**All of the Sale Shares**

** **

### 2.2           ThePurchaser will not be obliged to complete the purchase of any of the SaleShares unless the purchase of all of the Sale Shares is completedsimultaneously.

###  

**Waiver of pre-emption rights**

** **

### 2.3           The****Vendors****waiveand prior to Completion must****obtainthe waiver from all other relevant persons,****ofall restrictions on transfer (including pre-emption rights) that might existfor the Sale Shares, whether under the constituent documents of the Company orotherwise.

 

**3****              Conditions**

 

### 3.1           Completionis conditional on:

###  

#### (a)           theexecution of the Completion Contracts by the relevant parties;

####  

#### 10

#### 

####  

#### (b)           the transfer of any Trade Markapplications using the words “Frozen” and “Puppies” to the Company, includingwithout limitation those specified in Annexure 3;

####  

#### (c)           the transfer of the business name “Frozen Puppies DotCom” registration number BN98196381 from Wiseman and Newell to the Company;

####  

#### (d)           the transfer of thedomain name “www.frozenpuppies.com” from Newell to the Company which includesthe execution of an agreement reflecting this;

####  

#### (e)           the transfer of thedomain name “www.frozenpuppies.com.au” from John F. Newell Pty Ltd to theCompany which includes the execution of an agreement reflecting this;

####  

#### (f)            thewritten consent of the persons listed in Annexure 18,****as required by the Contracts, on termssatisfactory to the Purchaser;

####  

#### (g)           thewritten consent, in a form satisfactory to the Purchaser, of all third parties(including any Governmental Agencies) required for Completion or to fullymaintain after Completion all Authorisations owned or held by the Company;

####  

#### (h)           eachWarranty being materially true, accurate and not misleading as at Completionand at all times between the date of this Agreement and Completion;

####  

#### (i)            theVendors performing all of their obligations contained in this Agreement;

####  

#### (j)            noamount being owed by the Vendors or the Vendors Associates to the Company;

####  

#### (k)           nodisclosure being made, or arising from the Purchaser’s due diligence, and noother event occurring which adversely affects the value of the Sale Shares.

####  

**Best endeavours to fulfil**

** **

### 3.2           TheVendors must use their best endeavours to fulfil the Conditions set out inclause 3.1.

###  

**Purchaser may waive certain Conditions**

** **

### 3.3           TheConditions set out in clause 3.1 are imposed for the benefit of thePurchaser and the Purchaser may in its absolute discretion waive all or any ofthose Conditions by notice to the Vendors on or before Completion.

###  

**Termination for failure of Conditions**

** **

3.4           If anyof the Conditions are not satisfied or waived upon or prior to the CompletionDate then the Purchaser may terminate this Agreement by notice to the Vendors.

 

**4****              Pre-Completion**

 

**Pre-Completion notices**

** **

### 4.1           Atleast 5 Business Days before the Completion Date, the Vendors must give thePurchaser full and accurate written details of:

###  

#### (a)           eachbank or other financial institution with which the Company has an account,safety deposit box or deposit; and

####  

#### (b)           thenames of all persons authorised to draw on or have access to them.

###  

### 11

### 

###  

### 4.2           Atleast 2 Business Days before the Completion Date:

###  

#### (a)           thePurchaser must nominate to the Vendors in writing the address of the newregistered office of the Company (if required); and

####  

#### (b)           thePurchaser must notify the Vendors in writing of the authorities to operate bankaccounts that are to be revoked and the names of the new signatories to thoseaccounts.

####  

**Business to be conducted in ordinary course**

** **

### 4.3           UntilCompletion the Vendors will and will cause the Company to:

###  

#### (a)           conductthe****Business in the ordinarycourse and in the same manner as it was conducted prior to the date of thisAgreement;

####  

#### (b)           managethe working capital requirements and any Liabilities of the Company in theordinary course of business;

####  

#### (c)           not,without the prior written consent of the Purchaser:

####  

##### (i)            institutesignificant changes in management policy;

#####  

##### (ii)           enterinto any contract or commitment which:

#####  

###### (A)          wouldimpose a significant financial obligation or which will have a material adverseeffect on the Company;

######  

###### (B)          is formore than $10,000;****or

######  

###### (C)          is fora term of longer than one year;

######  

##### (iii)          acquire,dispose of, or create a Third Party Interest over any of the Assets other thanacquisitions or disposals in the ordinary course of business and for less than$10,000;

#####  

##### (iv)          distributeor return any capital or pay any dividend to its members;

#####  

##### (v)           issueany shares, options or securities which are convertible into shares in theCompany;

#####  

##### (vi)          alterthe Company’s respective constitution or constituent documents;

#####  

##### (vii)         employany person:

#####  

###### (A)          wherethat employment would materially increase the operating costs of the Company;or

######  

###### (B)          with anannual remuneration package of more than $50,000;

######  

##### (viii)        except inthe ordinary course of business, terminate, change the terms of employment, orpay or provide any bonus, to any employee;

#####  

##### (ix)          exceptas otherwise provided in this Agreement vary or terminate any of the Contracts;or

#####  

##### (x)           do orfail to do anything as a result of which any of the Warranties are breached orare untrue, inaccurate or misleading.

#####  

##### 12

##### 

#####  

**Employees and contractors**

** **

### 4.4           TheVendors must:

###  

#### (a)           usetheir reasonable endeavours to ensure that the employees and contractors of theCompany as at the date of this Agreement remain and continue as employees andcontractors of the Company up to and after Completion; and

####  

#### (b)           takeall reasonable steps to ensure that the Company is not subject to or threatenedby any interruption or impairment caused by an industrial dispute up toCompletion.

** **

**5****              Completion**

** **

**Time and place of Completion**

** **

### 5.1           Completionmust take place at the registered offices of the Company’s accountants, CBCPartners, Level 11, 22-24 Market Street, Sydney on the Completion Date or atsuch other place as the parties may agree.

###  

**Obligations of Purchaser on Completion**

** **

### 5.2           On Completion,subject to the Vendors complying with their obligations under clause 5.3, thePurchaser must:

###  

#### (a)           pay toeach Vendor their proportion of the Cash Consideration as set out in Part Bof Annexure 2;

####  

#### (b)           lendto the Company the Loan Account Amount;

####  

#### (c)           issuethe Share Consideration to the Vendors as set out in Part B of Annexure 2 in compliance with all applicable laws andthe Purchaser’s constitution,

####  

#### (d)           registereach of the Vendors as the holder of the relevant Share Consideration in thePurchaser’s register of members; and

####  

#### (e)           procurethe delivery to each Vendor as soon as practicable following Completion holderstatements confirming that each of the Vendors is the holder of the relevantShare Consideration.

####  

**Obligations of Vendors on Completion**

** **

### 5.3           AtCompletion the Vendors must:

###  

#### (a)           deliverto the Purchaser:

####  

##### (i)            transfersof the Sale Shares duly executed by the registered holders in favour of thePurchaser, together with the share certificates for the Sale Shares;

#####  

##### (ii)           allwaivers or consents which the Purchaser may require to enable the Purchaserand/or those other person or persons to be registered as holders of the SaleShares;

#####  

##### (iii)          all ofthe following for the Company by leaving them at the offices of the Company:

#####  

###### (A)          allavailable copies of the constituent documents of the Company;

######  

###### 13

###### 

######  

###### (B)          anycommon seal and duplicate seals;

######  

###### (C)          theBooks and Records;

######  

###### (D)          thecertificates of incorporation or registration (as applicable);

######  

###### (E)           certificatesof registration of the Business Names;

######  

###### (F)           allcertificates of title for the Assets;

######  

###### (G)          executedand stamped originals of the Contracts in its possession including the PropertyLeases and Rental Contracts;

######  

###### (H)          certificatesof registration and other documents of title for the Intellectual PropertyRights; and

######  

###### (I)            allother Assets in the possession or control of the****Vendors;

######  

##### (iv)          theexecuted resignations of each of the directors of the Company ,  and the executed resignation of Wiseman assecretary and public officer of the Company, confirming that they have nooutstanding claims against the Company whether for loss of office or otherwise,effective from the close of the meetings referred to in clause 5.3(c);

#####  

##### (v)           theoriginal executed documents required to satisfy the Conditions;

#####  

#### (b)           causeto be held a meeting of the directors of the Company passing a resolution,subject to payment of stamp duty (if any) for:

####  

##### (i)            theapproval of the registration of the transfers of the Sale Shares;

#####  

##### (ii)           the cancellationof the existing share certificates for the Sale Shares;****and

#####  

##### (iii)          theissue of new certificates for the Sale Shares in favour of the Purchaser;

#####  

#### (c)           causeto be held a meeting of the directors of the Company and to obtain at thatmeeting:

####  

##### (i)            theappointment of MichaelBernard Ohanessian, Thomas Godfrey Howittand Catherine MarieBarclay as additional directors of the Company and theappointment of Thomas Godfrey Howitt as secretary and public officer of theCompany, each of whom has consented in writing to act as directors, secretaryor public officer respectively prior to Completion; and

#####  

##### (ii)           theacceptance of the resignations of directors and secretaries received underclause 5.3(a)(iv); and

#####  

##### (iii)          theappointment of new signatories to the Company’s bank accounts and therevocation of existing authorities to operate those bank accounts, as notifiedunder clause 4.2(b);

#####  

#### (d)           deliverto the Purchaser certified copies of any powers of attorney under which anydocument referred to in this clause 5.3 is executed or evidence satisfactory tothe Purchaser of the authority of any person signing on another’s behalf;

####  

#### (e)           ensurethe execution and (if applicable) contemporaneous completion of the CompletionContracts; and

####  

#### 14

#### 

####  

#### (f)            doall other things which are required by this Agreement to be done by the Vendorsat Completion, or which are reasonably required by the Purchaser to give to thePurchaser the full possession and benefit of the Sale Shares**.**

####  

**Loan Account**

** **

### 5.4           Immediatelyfollowing Completion, the parties will procure that the Company repays the LoanAccount by paying each person listed in Part C of Annexure 2 theirrelevant portion of the Loan Account as set out in Part C of Annexure 2.

###  

**Purchaser’s Constitution**

** **

### 5.5           Eachof the Vendors agrees to be bound by the constitution of the Purchaser on issueto it of the Share Consideration.

###  

**Post Completion**

** **

### 5.6           AfterCompletion the Vendors must:

###  

#### (a)           giveto the directors of the Company all information and explanations about theBusiness and affairs of the Company prior to Completion as those directorsreasonably require to comply with any statutory requirements or otherwise forthe Company to conduct the Business; and

####  

#### (b)           usebest endeavours to procure as soon as practicable an assignment of the PropertyLease to the Company or the execution of a new lease of the Leasehold Propertybetween the lessor and the Company on similar terms as the current PropertyLease.

####  

**Exercise of rights of registered shareholder**

** **

### 5.7           FromCompletion, until the Sale Shares are registered in the name of the Purchaser,or the Purchaser’s nominee, the Vendor must, at the reasonable cost of thePurchaser:

###  

#### (a)           irrevocablyappoint the Purchaser or the Purchaser’s nominee as sole proxy of the Vendor toattend members meetings and exercise the votes attached to the Sale Shares;

####  

#### (b)           notitself attend or vote at those meetings; and

####  

#### (c)           takeall other actions in the capacity of a registered holder of the Sale Shares asthe Purchaser reasonably directs.

####  

**Indemnity**

** **

### 5.8           ThePurchaser indemnifies the Vendor from all liability arising from or inconnection with:

###  

#### (a)           anyaction taken by the Purchaser or the Purchaser’s nominees under or purportedlyunder to the proxy referred to in clause 5.7; and

####  

#### (b)           anyaction taken by the Vendor under clause 5.7.

 

15

----

 

**6****              Warranties and indemnity**

 

**Warranties**

** **

### 6.1           Eachof the Vendors represents, warrants and covenants to and with the Purchaserthat each statement contained in Annexure 1(each a ***Warranty***) is now andwill be true, accurate and not misleading as at the date of this Agreement andat all times up to and including Completion, (except that where any statementis expressed to be made only at a particular date it is given only at thatdate).

###  

### 6.2           EachWarranty is separate and independent and unless expressly provided is notlimited by reference to any other Warranty or provision of this Agreement.  Each of the Vendors provides each Warranty ona joint and severable basis.

###  

### 6.3           Whereany statement in the Warranties is qualified by the expression “so far as theVendors are aware” or “to the best of the Vendors’ knowledge and belief” or anysimilar expression referring to the Vendors awareness or knowledge, thatstatement will be deemed to include an additional statement that it has beenmade after due and careful enquiry and includes all matters, events orcircumstances of which the Vendors or the Company should reasonably be aware orknow.

###  

**Reliance**

** **

### 6.4           TheVendors acknowledge that the Purchaser has been induced to enter into thisAgreement by the Warranties and has fully relied on the truth and accuracy ofthe Warranties.

###  

**Disclosures**

** **

### 6.5           Noother information about the Company of which the Purchaser has knowledge(actual or constructive) and no investigation by or on behalf of the Purchaserwill affect any claim made by the Purchaser under the Warranties or operate toreduce any amount recoverable by the Purchaser.

###  

**Indemnity**

** **

### 6.6           TheVendors indemnify the Purchaser (for itself and as trustee for the Company)against all proceedings, actions, claims, demands, losses (including anydecrease in the value of the Assets or the value of the Sale Shares, whether ornot realised), Liabilities, damages, costs and expenses (***Indemnified Matters***)which may be made, brought against, suffered or incurred by the Purchaser andthe Company, and which arise directly or indirectly out of or in connectionwith:

###  

#### (a)           anyWarranty being untrue, inaccurate or misleading;

####  

#### (b)           anybreach of this Agreement by the Vendors;

####  

#### (c)           anyactivity of the Company which occurred prior to Completion;

####  

#### (d)           anybook debts which are more than 3 months old as at the Completion Date which arenot repaid within 90 days of the Completion Date; or

####  

#### (e)           anyemployee or consultancy entitlements prior to and including the Completion Datewhich have not been disclosed in either the Accounts or Annexure 9,

####  

#### whether or notthe Indemnified Matters are within the parties’ reasonable contemplation as atthe date of this Agreement.

####  

#### 16

#### 

####  

**Waiver of rights against the Company**

** **

### 6.7           TheVendors agree with the Purchaser (for itself and as trustee for the Company andthe Company’s respective officers, employees and advisers) to waive any rightswhich the Vendors may have for any misrepresentation or inaccuracy in, oromission of, any information or advice supplied by the Company, its officers,employees and advisers****and****relied on by the Vendors in giving theWarranties.

###  

**Prompt disclosure of breach**

** **

### 6.8           TheVendors must immediately disclose to the Purchaser anything which may arise orbecome known to them which:

###  

#### (a)           is abreach of, or is inconsistent with, any Warranty; or

####  

#### (b)           has oris likely to have, an adverse effect on the financial position or prospects ofthe Company.

####  

**Assignment of Warranties**

** **

### 6.9           Thebenefit of the Warranties may be assigned in whole or in part.

###  

**Warranty/indemnity payments**

** **

### 6.10         If anysum payable by a party to another party under this clause is subject to Tax(whether by way of deduction or withholding or direct assessment of therecipient), that sum must be increased by the amount necessary to ensure thatafter deduction, withholding or payment of Tax, the receiving party willreceive an amount equal to the sum otherwise required to be paid.

###  

**Escrowed Share Consideration**

** **

### 6.11         TheVendors acknowledge and agree that:

###  

#### (a)           to theextent that any amount is owed to the Purchaser pursuant to this Agreement,whether by way of breach of Warranty, indemnity or otherwise each Vendor grantsto the Purchaser a power of attorney to execute any documentation to sell theshares comprising the Share Consideration on market for so long as they aresubject to the terms of the Voluntary Restriction Agreement and for suchproceeds to be paid to the Purchaser to satisfy such amount owing; and

####  

#### (b)           thepower of attorney granted to the Purchaser does not prejudice the Purchaser’sright to any other course of action or recourse in addition to, or as analternative to that contemplated in clause 6.11(a),

####  

and to avoid any doubt, the right of the Purchaser to sell any sharesthe subject of a Voluntary Restriction Agreement under clause 6.11(a) canbe exercised at any time during the period in which the shares are restricted providedthat if the Purchaser’s claim is the subject of an unresolved dispute:

 

#### (c)           anyfunds resulting from such sale are held on trust by a third party (to be agreedupon between the parties and in the absence of agreement as directed by theExpert);

####  

#### (d)           onresolution of the dispute, funds are distributed in accordance with thedirections of the Expert; and

####  

#### (e)           anysurplus is then provided to the Vendors.

 

17

----

 

**Dispute**

** **

### 6.12         If anyparty disputes any matter in relation to this Agreement, the party must issue aDispute Notice to the other party setting out in reasonable detail the basis ofthe dispute.

###  

### 6.13         Theparties must negotiate in good faith to resolve any dispute within 10 BusinessDays after the issue of a Dispute Notice.

###  

### 6.14         If thedispute is not resolved under clause 6.13, the parties must appoint anExpert.

###  

### 6.15         TheExpert must be an independent firm of chartered accountants selected byagreement between the parties or, failing agreement within 10 Business Days ofany party issuing a Dispute Notice, as nominated by the President for the timebeing of the Institute of Chartered Accountants of Australia.  The matters in dispute then must be promptlyreferred by the parties to the Expert for determination.

###  

### 6.16         TheExpert must be directed by the parties to settle any matter in dispute within10 Business Days of its appointment by:

###  

#### (a)           havingregard to any written submissions made to the Expert by the parties or theirrepresentatives within 5 Business Days of the appointment of the Expert; and

####  

#### (b)           makingsuch enquiries or inspections as the Expert considers in its absolutediscretion to be necessary;

####  

### 6.17         Thedetermination of the Expert as to the matters in dispute, the form and contentof the determination will (in the absence of manifest error) be final andbinding on the parties.

###  

### 6.18         Inmaking its determination the Expert will act as an expert and not as anarbitrator.

###  

### 6.19         Thecosts of the Expert shall be borne by the parties in accordance with the Expert’sdetermination.

###  

## **7**             Guarantee

## ** **

**Consideration to Guarantor**

** **

### 7.1           TheGuarantor acknowledges that the Purchaser enters into this Agreement at theGuarantor’s request and subject to the Guarantor giving this guarantee andindemnity that the Guarantor has received valuable consideration.

###  

**Guarantee from Guarantor**

** **

### 7.2           The Guarantor unconditionally and irrevocably guarantees thepunctual performance of all of Jannor’s obligations under this Agreement.  The Guarantor must immediately upon demandpay the Purchaser any amount not paid by Jannor when due under this Agreement.

###  

**Indemnity**

** **

### 7.3           TheGuarantor unconditionally and irrevocably indemnifies and keeps indemnified thePurchaser against all losses, damages, costs, charges, liabilities and expenseswhich the Purchaser may at any time suffer or incur because of any of thefollowing:

###  

#### (a)           anobligation of Jannor expressed in this Agreement is void, voidable or wholly orpartially unenforceable;

 

18

----

 

#### (b)           thePurchaser has to disgorge any money paid to it on Jannor’s account under thisAgreement; or

####  

#### (c)           Jannorfails to perform an obligation under this Agreement, including withoutlimitation, a breach of Warranties by Jannor as Vendor.

####  

**Payment of money by Guarantor**

** **

### 7.4           The Guarantor must pay money owing under this Agreement inimmediately available funds without deduction.

###  

**Acknowledgments by Guarantor**

** **

### 7.5           The obligations and liabilities of the Guarantor and the rights ofthe Purchaser under this Agreement continue and are not affected by any of thefollowing:

###  

#### (a)           the Purchaser granting timeor indulgence to Jannor, the Vendors or another person;

####  

#### (b)           the Purchaser compoundingor compromising with or wholly or partially releasing Jannor, the Vendors oranother person;

####  

#### (c)           laches, acquiescence, delay, acts, omissions or mistakes by thePurchaser;

####  

#### (d)           the Purchaser taking, varying, wholly or partially discharging orotherwise dealing with or losing or impairing any security for any Vendor’sobligations under this Agreement or a security of that kind being or becomingvoid, voidable or unenforceable;

####  

#### (e)           a person who is intended to assume liability as a guarantor under thisAgreement not doing so effectively or being discharged;

####  

#### (f)            a novation, assignment, termination or variation of this Agreement; and

####  

#### (g)           anything else which might have a similar effect at law or in equity toany of those actions or events,

####  

#### and to avoid any doubt, the obligations and liabilitiesof the Guarantor are not more onerous than the obligations and liabilities ofJannor.

####  

## **8**             Non-compete

## ** **

**General obligations**

** **

### 8.1           Subjectto clause 8.3, each of the Vendors must not, and must ensure that the VendorAssociates do not, directly or indirectly, whether solely or jointly with anyother person, and whether as principal, agent, director, executive officer,employee, shareholder, partner, joint venturer, adviser, consultant orotherwise:

###  

#### (a)           for aperiod of 3 years after Completion, within any country in which the Company hascarried on the Business carry on or be engaged or involved in any trade,business or undertaking which is in competition with the Business or theCompany;

####  

#### (b)           for aperiod of 3 years after Completion canvass, solicit, or entice away from theCompany the custom of any person who as at Completion or at any time during theperiod of 12 months prior to Completion was a client, customer, identifiedprospective 

 

19

----

 

#### customer,representative or agent or correspondent of the Company or was in the habit ofdealing with the Company;

####  

#### (c)           for aperiod of 3 years after Completion, employ, solicit, entice away from theCompany any person who as at Completion or at any time during the period of 12months prior to Completion was an officer, manager, consultant or employee ofthe Company whether or not that person would commit a breach of contract byreason of leaving the Company;

####  

#### (d)           use ordisclose, or permit any other person to use or disclose any ConfidentialInformation (not being information which is or becomes available to the publicother than by reason of a breach of this clause);

####  

#### (e)           use orregister a name or trade mark which includes all or part of any Business Name,Trade Mark or the name of the Company or any confusingly similar word or wordsin such a way as to be capable of or likely to be confused with any BusinessName, Trade Marks or name of the Company;

####  

#### (f)            withoutthe consent of the Purchaser (which consent must not be unreasonably withheld)be employed or engaged in any company, firm or business which is a supplier toor a customer of any Group Company;

####  

#### (g)           in thecourse of carrying on any trade or business, claim, represent or otherwiseindicate any present association with the Company or, for the purpose ofobtaining or retaining any business or custom, claim, represent or otherwiseindicate any past association with the Company; or

####  

#### (h)           attempt,counsel, procure or otherwise assist any person to do any of the acts referredto in this clause.

####  

**Restraints fair and reasonable**

** **

### 8.2           TheVendors acknowledge that:

###  

#### (a)           thecovenants given in clause 8.1 are material to the Purchaser’s decision toenter into this Agreement; and

####  

#### (b)           therestraints contained in clause 8.1 are:

####  

##### (i)            fairand reasonable regarding the subject matter, area and duration; and

#####  

##### (ii)           reasonablyrequired by the Purchaser to protect the business, financial and proprietaryinterests of the Company.

#####  

**Exceptions**

** **

### 8.3           Nothingin this clause 8 prevents the Vendors from holding for investment purposesonly marketable securities quoted at the time of acquisition on a stockexchange in Australia or elsewhere;

###  

**Severability**

** **

### 8.4           Eachof the obligations set out in clause 8.1 is severable and independent sothat if clause 8.1 or any part or provision of it is unenforceable thenthat clause or that part will be deemed eliminated or modified to the minimumextent necessary to make this Agreement or that clause or part enforceable.

 

20

----

 

## **9**             Confidentiality and announcements

## ** **

**Provisions to remain confidential**

** **

### 9.1           Subjectto clauses 9.2 and 9.3 each party must not, without the prior writtenconsent of the other parties, disclose:

###  

#### (a)           thecontent or effect of this Agreement; or

####  

#### (b)           priorto Completion, any Confidential Information obtained by the Purchaser, itsofficers, employees and advisers from the Vendors, the Company, and theirrespective officers, employees and advisers.

####  

**Permitted disclosures**

** **

### 9.2           Aparty may make disclosures:

###  

#### (a)           tothose of its employees, officers, professional or financial advisers andbankers as the party reasonably thinks necessary to give effect to thisAgreement but only on a strictly confidential basis; and

####  

#### (b)           ifrequired by law, after the form and terms of that disclosure have been notifiedto the other party and the other party has had a reasonable opportunity tocomment on the form and terms.

####  

**Announcements**

** **

### 9.3           Anyparty may make announcements or statements at any time in the form and on the termspreviously agreed by the parties in writing, which agreement must not beunreasonably withheld.

###  

**Return of information in the event of termination**

** **

### 9.4           Ifthis Agreement is terminated prior to Completion the Purchaser must return tothe Vendors:

###  

#### (a)           allConfidential Information in written or deliverable form; and

####  

#### (b)           anyother information obtained by the Purchaser, its officers, employees andadvisers from the Vendors, the Company and their respective officers, employeesand advisers.

####  

## **10**           Notices

## ** **

**Requirements**

** **

### 10.1         Allnotices must be:

###  

#### (a)           inlegible writing and in English;

####  

#### (b)           addressedto the recipient at the address or facsimile number set out below or to suchother address or facsimile number as that party may notify to the otherparties:

####  

to the Vendors:

 

Address:               **‘Orchard Road’ RMB 8540, Ourimbah, NSW, 2258**

 

Attention:             Anthony Thomas Wiseman

 

21

----

 

Facsimile no:        +61 2 4362 1718

 

to the Purchaser:

 

Address:               60-66 Hanover Street, Fitzroy, VIC, 3065

 

Attention:             Company Secretary

 

Facsimile no:        +61 3 8412 7040

 

#### (c)           signedby the party or where the sender is a company by an officer of that company orunder the common seal of that company; and

####  

#### (d)           sentto the recipient by hand, prepaid post (airmail) or facsimile.

####  

**Receipt**

** **

### 10.2         Withoutlimiting any other means by which a party may be able to prove that a noticehas been received by another party, a notice will be deemed to be dulyreceived:

###  

#### (a)           ifsent by hand when left at the address of the recipient;

####  

#### (b)           ifsent by pre-paid post, 3 days (if posted within Australia to an address inAustralia) or 10 days (if posted from one country to another) after the date ofposting; or

####  

#### (c)           ifsent by facsimile, upon receipt by the sender of an acknowledgment or transmissionreport generated by the machine from which the facsimile was sent indicatingthat the whole facsimile was sent to the recipient’s facsimile number;

####  

but if a notice is served by hand, or is received by the recipient’sfacsimile on a day which is not a Business Day, or after 5.00 pm on a BusinessDay, recipient’s local time the notice is deemed to be duly received by therecipient at 9.00 am on the first Business Day after that day.

 

## **11**           General Provisions

## ** **

** **Costs

** **

### 11.1         Eachparty must pay its own costs in respect of this Agreement and the documentscontemplated by this Agreement except that the Purchaser must pay any stampduty payable on this Agreement, the transfer of the Sale Shares and any otherdocuments contemplated by this Agreement.

###  

**Non-merger**

** **

### 11.2         Thewarranties, other representations and covenants by the parties in thisAgreement are continuing and will not merge or be extinguished on Completion.

###  

**Indemnities**

** **

### 11.3         Theindemnities contained in this Agreement are:

###  

#### (a)           continuing,separate and independent obligations of the parties from their otherobligations, and survive the termination of this Agreement; and

 

22

----

 

#### (b)           absoluteand unconditional and unaffected by anything which otherwise might have theeffect of prejudicing, releasing, discharging or affecting the liability of theparty giving the indemnity.

####  

**Invalid or unenforceable provisions**

** **

### 11.4         If aprovision of this Agreement is invalid or unenforceable in a jurisdiction:

###  

#### (a)           it isto be read down or severed in that jurisdiction to the extent of the invalidityor unenforceability; and

####  

#### (b)           itdoes not affect the validity or enforceability of:

####  

##### (i)            thatprovision in another jurisdiction; or

#####  

##### (ii)           theremaining provisions.

#####  

**Waiver and exercise of rights**

** **

### 11.5         A waiverby a party of a provision or of a right under this Agreement is binding on theparty granting the waiver only if it is given in writing and is signed by theparty or an officer of the party granting the waiver.

###  

### 11.6         A waiveris effective only in the specific instance and for the specific purpose forwhich it is given.

###  

### 11.7         A singleor partial exercise of a right by a party does not preclude another or furtherexercise or attempted exercise if that right or the exercise of another right.

###  

### 11.8         Failureby a party to exercise or delay in exercising a right does not prevent itsexercise or operate as a waiver.

###  

**Amendment**

** **

### 11.9         ThisAgreement may be amended only by a document signed by all parties.

###  

**Counterparts**

** **

### 11.10       This Agreementmay be signed in counterparts and all counterparts taken together constituteone document.

###  

**Further assurances**

** **

### 11.11      Each party must, at its ownexpense, whenever requested by another party, promptly do or arrange for othersto do everything reasonably necessary to give full effect to this Agreement andthe transactions contemplated by this Agreement.

###  

**Assignment**

** **

### 11.12      Subject to clause 6.9 aparty must not transfer, assign, create an interest in or deal in any other waywith any of its rights under this Agreement without the prior written consentof the other parties.

###  

**Entire agreement**

** **

### 11.13      This Agreement with anydocuments referred to in this Agreement or executed in connection with thisAgreement is the entire agreement of the parties about the subject matter ofthis 

 

23

----

 

### Agreementand supersedes any representations, negotiations, arrangements, understandingsor agreements and all other communications.

###  

**Rights cumulative**

** **

### 11.14       Therights, remedies and powers of the parties under this Agreement are cumulativeand not exclusive of any rights, remedies or powers provided to the parties bylaw.

###  

**Consents and Approvals**

** **

### 11.15       A partymay give its approval or consent conditionally or unconditionally or withholdits approval or consent in its absolute discretion unless this Agreementexpressly provides otherwise.

###  

**Jurisdiction**

** **

### 11.16       Each partyirrevocably and unconditionally:

###  

#### (a)           submitsto the non-exclusive jurisdiction of the courts of New South Wales; and

####  

#### (b)           waivesany claim or objection based on absence of jurisdiction or inconvenient forum.

####  

**Governing Law**

** **

### 11.17       ThisAgreement is governed by the laws of New South Wales.

 

24

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# **Execution**

# ** **

**Executed** as an agreement.

 

 
| **Signed** by                  |       |                                   |
|--------------------------------|------------|----------------------------------------|
| **John  Frederick Newell**     |       |                                   |
| in the presence of:            |       |                                   |
|                           |       |                                   |
|                           |       |                                   |
| Signature of witness           |       | Signature of **John Frederick Newell** |
| ** **                     | ** ** | ** **                             |
| ** **                     | ** ** | ** **                             |
| Name of witness (please print) |       |                                   |

 

 
| **Signed** by                  |   |                                    |
|--------------------------------|--------|-----------------------------------------|
| **Anthony  Thomas Wiseman**    |   |                                    |
| in the presence of:            |   |                                    |
|                           |   |                                    |
|                           |   |                                    |
| Signature of witness           |   | Signature of **Anthony Thomas Wiseman** |
|                           |   |                                    |
|                           |   |                                    |
| Name of witness (please print) |   |                                    |

 

 
| **Signed** by                  |       |                                         |
|--------------------------------|------------|----------------------------------------------|
| **Scott  Cairfield Morris**    |       |                                         |
| in the presence of:            |       |                                         |
|                           |       |                                         |
|                           |       |                                         |
| Signature of witness           |       | Signature of **Scott  Cairfield **Morris**** |
| ** **                     | ** ** | ** **                                   |
| ** **                     | ** ** | ** **                                   |
| Name of witness (please print) |       |                                         |

 

25

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| **Signed** by                  |       |                                 |
|--------------------------------|------------|--------------------------------------|
| **Graeme  David Wright**       |       |                                 |
| in the presence of:            |       |                                 |
|                           |       |                                 |
|                           |       |                                 |
| Signature of witness           |       | Signature of **Graeme David Wright** |
| ** **                     | ** ** | ** **                           |
|                           |       |                                 |
| Name of witness (please print) |       |                                 |

 

 
| **Signed**by                    |   |                                        |
|---------------------------------|--------|---------------------------------------------|
| **Jannor Investments  Pty Ltd** |   |                                        |
| in the presence of:             |   |                                        |
|                            |   |                                        |
|                            |   |                                        |
| Signature of director           |   | Signature of secretary/ director            |
|                            |   |                                        |
|                            |   |                                        |
| Name of director (please print) |   | Name of secretary/ director (please  print) |

 

 
| **Signed** by                  |   |                               |
|--------------------------------|--------|------------------------------------|
| **Norman Ian  Jessup**         |   |                               |
| in the presence of:            |   |                               |
|                           |   |                               |
|                           |   |                               |
| Signature of witness           |   | Signature of **Norman Ian Jessup** |
|                           |   |                               |
|                           |   |                               |
| Name of witness (please print) |   |                               |

 

26

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| **Signed** by                         |   |                                        |
|---------------------------------------|--------|---------------------------------------------|
| **Genetic  Technologies Limited**     |   |                                        |
| by a director and secretary/director: |   |                                        |
|                                  |   |                                        |
|                                  |   |                                        |
| Signature of director                 |   | Signature of secretary/ director            |
|                                  |   |                                        |
|                                  |   |                                        |
| Name of director (please print)       |   | Name of secretary/ director (please  print) |

 

27

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**Annexure 1**

** **

**Warranties**

** **

**1**             Corporate

** **

**Jurisdictions of incorporation or registration (asapplicable) and conduct of business**

** **

1.1           Annexure8 sets out complete and accurate detailsfor the Company of:

 

(a)           theplace of incorporation or registration (as applicable);

 

(b)           theregistered office and principal business premises;

 

(c)           alljurisdictions in which the Business is conducted; and

 

(d)           alljurisdictions in which the Company is required to be registered.

 

**Authority**

** **

1.2           TheVendors have full power and authority to enter into and perform this Agreement.

 

**No conflict with other obligations**

** **

1.3           Theentry into and performance of this Agreement****doesnot breach:

 

(a)           anyobligation (including any statutory, contractual or fiduciary obligation) ofthe Company;

 

(b)           anylaw; or

 

(c)           theconstitution of the Company

 

**Books and Records**

** **

1.4           AllBooks and Records:

 

(a)           arecomplete and accurate;

 

(b)           havebeen prepared and maintained in accordance with all relevant laws andAccounting Standards; and

 

(c)           willeither be delivered to the Purchaser or be in the possession of the Company atthe Properties on Completion.

 

**Shareholdings and membership**

** **

1.5           TheCompany has no subsidiaries.

 

1.6           TheCompany is not and has never been or agreed to become:

 

(a)           thelegal or beneficial owner of any share, debenture, note or other interest of orin any other corporation; or

 

(b)           amember of any partnership, joint venture, consortium or other unincorporatedassociation.

 

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**Issued share capital**

** **

1.7          TheVendors are the legal and beneficial owners of the Sale Shares free of allThird Party Interests.

 

1.8          TheSale Shares are fully paid.

 

1.9          TheSale Shares are all of the issued shares in the capital of the Company and noshares have been created or issued and there are no outstanding convertiblesecurities, options or agreements which either now or in the future:

 

(a)           entitleany person to call for the issue, purchase or transfer of any shares,debentures, notes or other securities in the Company; or

 

(b)           createor require to be created any Third Party Interest over any of the Sale Shares.

 

1.10        UponCompletion, the Purchaser will acquire a valid and marketable title to the SaleShares.

 

1.11        Otherthan the buy-back of shares referred to in Warranty 1.12, the Company has neverreduced, repaid, redeemed or repurchased any of its share capital or undergoneany capital reorganisation or resolved to repurchase any of its shares.

 

1.12        Thebuy-back of shares in the Company which occurred around May 2007 wasconducted in compliance with the *Corporations Act 2001*and has been accurately recorded in the Company’s Books and Records anddisclosed to the Purchaser.

 

1.13        All legalrequirements for the formation of the Company and the issue of the Sale Shareshave been fully complied with.

 

1.14        TheCompany has not exercised any lien over any of its issued shares.

 

**Returns etc**

** **

1.15                        All returns, notices and other documents and all announcements anddisclosures required to be made by the Company to any Government Agency orother regulatory body have been properly made within the applicable timerequirements.

 

**Dividends**

** **

1.16                        All dividends or other distributions of profits by the Company****since the date of its incorporation or registration (asapplicable) have been made in compliance with all laws.

 

**Company Constitution**

** **

1.17         TheVendors have delivered to the Purchaser a complete and accurate copy of theconstitution of the Company.

 

1.18         TheCompany and its directors have complied with the constitution of the Company.

 

**Reports**

** **

1.19                        During the period of 3 years prior to the date of this Agreementthere have been no material reports made by accountants or by financial ormanagement consultants concerning the Company****orthe whole or a substantial part of its Assets or undertaking.

** **

29

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**Officers**

** **

1.20        Part Aof Annexure 9 sets out complete andaccurate details of the present directors, secretary, auditor and PublicOfficer of the Company immediately prior to Completion.

 

**Insolvency events**

** **

1.21        ***Liquidation/winding up/appointmentof administrator or receiver etc***:  The Company has not had:

 

(a)           aliquidator or provisional liquidator appointed;

 

(b)           areceiver, receiver and manager, trustee, controller, official manager orsimilar officer appointed;

 

(c)           anadministrator appointed, whether under Part 5.3A of the *Corporations Act 2001*or otherwise; or

 

(d)           anapplication made for the appointment of an administrator, liquidator orprovisional liquidator;

 

over all or part of the business, Assets or revenues of the Company andneither the Company****or itsDirectors have passed a resolution for any such appointment; or

 

(e)           anapplication made for the winding up of the Company.

 

1.22        ***Execution:***  No execution, distress or similarprocess has been levied upon or against all or any part of the business, Assetsor revenues of the Company.

 

1.23        ***Schemes of arrangement: ***TheCompany has not:

 

(a)           enteredinto or resolved to enter into any scheme of arrangement, composition, assignmentfor the benefit of, or other arrangement with its creditors or any class ofcreditors; or

 

(b)           proposedor had proposed on its behalf a reorganisation, moratorium, deed of companyarrangement or other administration involving one or more of its creditors, orits winding up or dissolution.

 

1.24        ***Statutory demands: ***TheCompany has not received any demand under section 459E of the *Corporations Act 2001*,or been taken to have failed to comply with a statutory demand as a result ofthe operation of section 459F(1) of the *CorporationsAct 2001*.

 

1.25        ***Solvency: ***TheCompany:

 

(a)           isable to pay its debts as and when they fall due;

 

(b)           is notinsolvent or presumed to be insolvent under any law; and

 

(c)           is notinsolvent under administration as defined in Section 9 of the *Corporations Act**2001*or has nottaken any action which could result in that event.

 

1.26        ***Striking off: ***TheCompany:

 

(a)           hasnot received a notice under sections 601AA or 601AB of the *CorporationsAct 2001*; and

 

30

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(b)           hasnot been struck off the register of Companies or dissolved and there is noaction proposed by the Australian Securities and Investments Commission to doso.

 

**2**             Accounts

** **

**Details**

** **

2.1          Annexure10 sets out a complete and accurate copyof the Accounts.

 

**Preparation**

** **

2.2           TheAccounts:

 

(a)           havebeen prepared:

 

(i)            inaccordance with the Accounting Standards; and

 

(ii)           on abasis which is consistent with the previous three years’ practice (except asdisclosed in the notes to the Accounts);

 

(b)           give atrue and fair view of the state of affairs and each of the Assets, Liabilities,income, expenses and results of the Company for the periods and dates to which,or as at which, they apply;

 

(c)           havebeen prepared on the basis that the value of current assets does not exceed thelesser of the cost or the net realisable value on a going concern basis as atthe Accounts Date;

 

(d)           disclose,fully quantify and make full provision or reserve for all Liabilities andcapital or other commitments burdening the Company, including the factoring ofany debt and any financing arrangements. A reference or description of a Liability in a note to the Accountswhich has not been shown in full in the balance sheet forming part of theAccounts does not constitute disclosure;

 

(e)           arenot affected by any non-recurring or exceptional items;

 

(f)            makefull and proper provision for obsolete or unsaleable Stock ;

 

(g)           makefull provision for long-service leave, holiday pay and other employeeentitlements payable to the employees of the Company as if all of theirservices had been terminated on the Accounts Date;

 

(h)           takeaccount of all gains and losses arising from conversion of foreign currency;

 

(i)            accuratelyrecord all assets of the Company and:

 

##### (i)            all fixedassets have been properly depreciated in accordance with the AccountingStandards; and

#####  

##### (ii)           noamount attributed to any asset is in excess of its fair market value.

#####  

**Accountants**

** **

2.3          TheCompany has not, in the last 7 years, terminated its relationship with itsaccountants or auditors or retained different accountants or auditors.

 

31

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**Vendor Associates**

** **

2.4          Anyamounts owed by any Vendor Associate to the Company or owed to any VendorAssociate by the Company as at the Accounts Date are specifically andseparately disclosed in the Accounts and there has been no alteration in theseamounts since the Accounts Date other than repayments under this Agreement.

 

**Matters since the Accounts Date**

** **

2.5          Sincethe Accounts Date:

 

(a)           theBusiness has been carried on in accordance with all laws and in the ordinaryand usual course so as to maintain it as a going concern;

 

(b)           therehas been no materially adverse change in the financial position, prospects,Assets or Liabilities of the Business or the Company as compared with theposition disclosed by the Accounts;

 

(c)           therehas been no damage, destruction or loss (whether or not covered by insurance)affecting the Business or the Assets;

 

(d)           theCompany and the Vendors have maintained the Business intact and as a goingconcern and preserved the goodwill of its suppliers, employees, customers andothers having commercial dealings with it;

 

(e)           theCompany has not introduced any method of management or operation for theBusiness or the Assets except in a manner consistent with prior practice; and

 

(f)            theCompany has not:

 

(i)            sold,transferred, leased or otherwise disposed of any asset at other than fairmarket value or any asset having a book value as at the Accounts Date of morethan $10,000 or assets having a book value of more than $10,000 in total;

 

(ii)           cancelledor waived or released or discounted in whole or in part any debt, suit, demand,claim or right;

 

(iii)          purchased,leased or otherwise acquired any asset or agreed to do so, with a value of morethan $10,000; or

 

(iv)          materiallyaltered or agreed to materially alter the terms of service of any officer oremployee.

 

**3**             Assets

** **

**General warranties**

** **

3.1          ***Title to Assets:***  The Company owns the Assets****free from any Third Party Interests and there are no factsor circumstances which could result in the creation of any Third PartyInterests.

 

3.2          ***All assets:***  The Assets:

 

(a)           are inthe possession of the Company; and

 

(b)           areall of the assets necessary for the proper conduct of the Business in theordinary course.

 

32

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3.3          ***Use of Assets generally:***

 

(a)           Thereare no outstanding proposals of, or notices, orders or directions given by anyGovernment Agency about the Assets****or their use.

 

(b)           Thereare no facts or circumstances known to the Vendors which may:

 

(i)            resultin any order, notice, direction or proposal; or

 

(ii)           impair,prevent, or otherwise interfere with the Company’s use of the Assets prior toor after Completion.

 

**Stock**

** **

3.4          AllStock:

 

(a)           is inthe possession or control of the Company at the Properties;

 

(i)            is ingood condition and of normal merchantable quality fit for the purpose for whichit is intended to be used; and

 

(ii)           conformswith all requirements of any law.

 

(b)           AllStock which is finished products is capable of:

 

(i)            beingsold by the Company****in theordinary course of business to a purchaser at current list price without rebateor allowance; and

 

(ii)           beingwarranted by the Company****on the normal termswhich warranties are given for those products at the date of this Agreement.

 

(iii)          Thelevel of Stock is not materially different from the levels in existence as atthe Accounts Date.

 

(c)           Thevalue of slow moving or obsolete Stock is not higher than that shown in theAccounts.

 

(d)           As faras the Vendors are aware there are no deficiencies or defects in any Stockwhich may result in claims being made against the Company after the date ofthis Agreement, and there are no unsatisfied or outstanding claims.

 

**Plant and Equipment**

** **

3.5          AllPlant and Equipment:

 

(a)           is inthe possession or control of the Company at the Properties;

 

(b)           is ingood condition and of normal merchantable quality fit for the purpose for whichit is intended to be used by the Company or for which it was designed; and

 

(c)           whileowned or used by the Company has been maintained and serviced under themanufacturers’ or suppliers’ recommendations and in compliance with all laws.

 

3.6          TheCompany has not made any claim which remains outstanding in connection with anydefect in any Plant and Equipment or any maintenance services performed.

 

33

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**Rental Assets and Rental Contracts**

** **

3.7           Annexure12 sets out complete and accurateparticulars of the material terms of all the Rental Contracts.

 

3.8          TheCompany enjoys quiet possession of the Rental Assets.

 

**Properties**

** **

3.9          Wisemanand Newell hold the Property Lease exclusively for the sole benefit of theCompany, such that the Company has quiet enjoyment and exclusive possession andoccupation of the Properties and the benefit of all easements, rights,interests, and privileges necessary or appropriate for the carrying on of theBusiness and the protection of the value of the Properties.

 

3.10        All ThirdParty Interests affecting the Properties have been complied with.

 

3.11        There areno covenants, restrictions, burdens, stipulations, encroachments or outgoingsaffecting the Properties which are of an onerous or unusual nature or conflictwith the present use of the Properties or any part or parts of the Propertiesor materially affect the value of the Properties.

 

3.12        Noimprovement, modification, addition or other development has been carried outin relation to the Properties without any required Authorisation having beenproperly obtained or without any conditions or restrictions imposed having beenproperly observed and performed.

 

3.13        Noapplication for any modification, addition or other development to theProperties has been made and refused by any Government Agency.

 

3.14        Allbuildings, structures or other improvements on the Properties are in good andsubstantial repair and condition.

 

3.15        Allwater, sewerage, drainage, electricity, gas, telephone and other services andutilities used or available to the Properties exist and are available with thestatutory rights and approval of all relevant Government Agencies and, asnecessary, by registered easement with any property owners over which any ofsuch services or utilities exist or are provided.

 

3.16         The useand occupation of the Properties has at all times complied with theEnvironmental Laws.

 

3.17         Exceptas set out in Annexure 6, no undergroundstorage tanks are or have been located on any of the Properties.

 

3.18         TheCompany does not own any freehold property.

 

**Property Leases**

** **

3.19        Annexure 4 sets out complete and accurate materialparticulars of the Property Leases including all options for renewal, thecurrent rents payable and the dates and conditions of future rent reviews.

 

3.20        All optionsof renewal of the Property Leases are valid and enforceable.

 

3.21        TheVendors know of no reason why each of the Property Leases should not beassigned or a fresh lease granted in favour of the Company on terms asfavourable as the existing terms of the Property Leases as soon as practicableafter Completion.

 

34

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3.22        Theregistrable Property Leases and all registrable options for renewal of theProperty Leases have been properly registered in the appropriate office orregistry.

 

3.23        There areno circumstances that would either entitle or require a landlord of anyLeasehold Property or any other person to exercise any power of entry orpossession or which might restrict or terminate the continued possession oroccupation by the Company of any of the Leasehold Properties.

 

3.24        TheCompany is not engaged in any negotiation for review of the rent payable underany Property Lease.

 

3.25        TheCompany has not at any time assigned or otherwise disposed of its interest inany property so that it has any continuing Liabilities whether for payment ofrent or otherwise.

 

3.26        TheCompany is not aware of any breach of any head-lease or other agreement by thelessor, licensor or any other person holding a superior estate to Newell andWiseman in any of the Leasehold Properties which may affect the rights ofNewell and Wiseman holding the lease for the benefit of the Company under theProperty Leases.

 

**Computer Software**

** **

3.27        Allcomputer software owned or licensed by the Company (including all enhancements,developments and updates made to Completion) will be made available to thePurchaser on Completion.

 

**Contracts**

** **

3.28         ***General issues: ***Eachof the Contracts:

 

(a)           isvalid, binding and enforceable against the parties to it;

 

(b)           is atarm’s length and within the ordinary course of conduct of the Business;

 

(c)           isbeing properly performed by the Company and all other parties to it;

 

(d)           isprofitable and will continue to be profitable;

 

(e)           doesnot entitle any person to a commission, remuneration, royalty or payment of anynature from the Company calculated by reference to the whole or part of theturnover, profits or sales of the Company;

 

(f)            cannotbe rescinded, avoided, repudiated or terminated by any party to it for anyreason, including because of the sale of the Sale Shares, and the Company****has not given or received any notice of termination;

 

(g)           doesnot restrict the freedom of the Company to engage in any activity or businessin any area; and

 

(h)           doesnot breach any restrictive trade practices legislation and has not involved anybreach by the Company of Part V of the *Trade Practices Act*1974*.*

 

3.29        ***Onerous or long term contracts:***  Each of the Contracts:

 

(a)           iscapable of performance by the Company****on time withoutundue or unusual expenditure or effort;

 

(b)           doesnot require expenditure in excess of $10,000 for any individual asset or doesnot involve capital commitments exceeding $10,000 in total;

 

35

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(c)           can beterminated on one month’s notice or less, without penalty or compensation; and

 

(d)           is nototherwise of a nature or magnitude or length which ought reasonably be madeknown to an intending Purchaser of the Sale Shares.

 

3.30        ***Contracts for the provision of goodsand services:***  All Contracts for the supply by the Companyof goods or services, requiring payments in excess of $10,000 per year, are:

 

(a)           on theCompany’s standard terms and conditions of sale, which are set out in Annexure 16; and

 

(b)           subjectonly to the warranties and representations set out in Annexure 15.

 

3.31        ***Agency etccontracts:***  Annexure 7sets out complete and accurate particulars of the material terms of all agency,distribution, marketing, franchising, licensing and other similar agreements towhich the Company is a party or by which the Company is bound.

 

3.32        ***Offers, tenders etc:***  All offers, tenders, orquotations made by the Company****and stilloutstanding and capable of acceptance by a third party were made in theordinary course of business.

 

3.33        ***Breach:***

 

(a)           Noparty is in breach of any obligation, or in default of any of the Contracts(including any of the Rental Contracts, the Property Leases or any agreementreferred to in Annexure 7); and

 

(b)           As faras the Vendors are aware there are no facts or circumstances which may resultin a breach.

 

3.34        ***Assignment or novation:***  The Company has not at anytime assigned or otherwise disposed of its interest in any contract to which itwas a party or may have been bound so that it has any continuing Liabilities.

 

**Intellectual Property Rights**

** **

***3.35******       ******Title:***

 

(a)           Annexure3 sets out a complete and accurate listand description of all Intellectual Property Rights.

 

(b)           Exceptfor its rights under the Trade Mark Licence Agreements the Company holds theIntellectual Property Rights throughout the world in its name as sole legal andbeneficial owner, and free of all Third Party Interests.

 

3.36        ***Registration: ***Allregistrable Intellectual Property Rights which have been or are intended to beregistered have been or will be by Completion registered in the name of theCompany****and Annexure 3 sets out complete and accurate material particulars ofregistration (and applications for registration) of the Intellectual PropertyRights.

 

3.37        ***Validity:***  Each of the IntellectualProperty Rights is valid and enforceable throughout the world and not subjectto, and there are no pending or threatened proceedings for, any opposition,revocation, cancellation, rectification or amendment.

 

36

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3.38        ***Claims and infringement:***

 

(a)           TheCompany has taken or caused to be taken all necessary steps to protect anddefend the Intellectual Property Rights including the timely renewal of allIntellectual Property Rights.

 

(b)           Neitherthe Intellectual Property Rights nor any product, substance or other materialsold, used or employed by the Company infringes the rights of any other personor is the subject of any claims or any pending or threatened proceedings foralleged infringements, and neither the Company nor the Vendors have settled anyclaims or proceedings alleging infringement.

 

(c)           Thereare no infringements of the Intellectual Property Rights and neither theCompany nor the Vendors have made any claims or commenced or threatened tocommence proceedings or settled any claims or proceedings alleginginfringement.

 

3.39        ***Payments:***

 

(a)           Otherthan under the Trade Mark Licence Agreements the Company does not:

 

(i)            payor have any requirement to pay any royalty or other payment to any third party;or

 

(ii)           requirethe permission or consent of any third party;

 

for the use of the Intellectual Property Rights in the conduct of theBusiness.

 

(b)           Allregistration and renewal fees regarding the Intellectual Property Rights due onor before Completion have been paid in full.

 

3.40        ***All necessary rights:***  The Intellectual PropertyRights comprise all of the rights necessary for the proper conduct of theBusiness in the ordinary course.

 

3.41        ***Other agreements:***  The Company has not enteredinto any agreement (whether legally enforceable or not) for the licensing orfor otherwise permitting the use or exploitation of the Intellectual PropertyRights or which prevents, restricts or otherwise inhibits the freedom of theCompany to use and exploit the Intellectual Property Rights.

 

**Cash at bank and debtors**

** **

3.42        ***Cash at bank:***  All amounts received by theCompany****have been deposited with the banksdetailed under clause 4.1(a) and appear in the appropriate accountingbooks of the Company.

 

3.43        ***Customers and suppliers not to beaffected: *** So far as the Vendors areaware following a change:

 

(a)           in thecontrol of the Company; or

 

(b)           in thecomposition of the Board of Directors of the Company;

 

the customers of, or suppliers to, the Company****willremain customers or suppliers (including Camelot Farms) to the same extent andupon terms no less favourable than the terms of their dealings with the Company****prior to the date of this Agreement.

 

3.44        ***Book debts:***

 

(a)           Allbook debts, whether shown in the Accounts or arising since the Accounts Date,are valid and enforceable and will be collectable in full within 90 days ofCompletion.

 

37

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(b)           Exceptas disclosed in writing to the Purchaser, there are no book debts shown in theAccounts which are more than 3 months overdue for payment.

 

(c)           TheCompany has not released or settled any book debt shown in the Accounts for anamount less than that shown in the Accounts.

 

**4**             Authorisations and information

** **

**Authorisations**

** **

4.1          ***Compliance:***

 

(a)           NoAuthorisation is required for the sale of the Sale Shares by the Vendors to thePurchaser except as specified in this Agreement.

 

(b)           TheCompany has the power to own, lease and operate the Assets and carry on theBusiness.

 

(c)           The Companyhas always complied and is currently complying with all laws and has obtainedand complied with all necessary Authorisations for the conduct of the Business.

 

(d)           As faras the Vendors are aware all predecessors in title complied with all laws and obtainedand complied with all necessary Authorisations for the conduct of the Business.

 

(e)           As faras the Vendors are aware there is no fact or circumstance****whichmay result in the Company****being inbreach of any Authorisation or which may otherwise result in the revocation,suspension, cancellation, non-renewal or material variation of anyAuthorisation.

 

(f)            Nocharge, fine, penalty, order for restitution or compensation or damages and nonotice to clean up or take action has been made against the Company****in respect of its obligations under the Authorisations.

 

(g)           All ofthe conditions of the Authorisations are capable of compliance by the Company****within the ordinary course of conduct of the Business.

 

4.2          ***Licenses:***

 

#### (a)           Annexure11 sets out complete and accurate copiesof all of the Licences; and

####  

#### (b)           theCamelot Accreditation held personally by Newell has been and will continue tobe used for the benefit of the Company for so long as Newell is employed by theCompany and the purchase of the Sale Shares by the Purchaser will not:

####  

##### (i)            causethe Camelot Accreditation to be rescinded, avoided, repudiated or terminated;or

#####  

##### (ii)           minimise,lessen or jeopardise its use for the benefit of the Company or minimise, lessenor jeopardise Newell’s ongoing relationship with Camelot Farms and anyarrangements deriving for the benefit of the Company.

#####  

4.3          ***Powers of attorney:***  The Company****has given no power of attorney or other authority to anyperson which is in force other than authorities of employees that exist by operationof law.

 

38

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4.4                              ***Government grants,loans or other financial concessions:***  Neither the sale of the Sale Shares nor anyother act or transaction of the Company****or any of theVendors could affect the terms of any grant, loan or other financial concessionreceived or applied for by the Company from any Government Agency.

 

4.5                              ***Requests completed:***  All written requests by anyGovernment Agency relating to the Company and the Business or the Propertieshave been completed and complied with.

 

**Confidential Information**

** **

4.6                              ***Non-disclosure bythe Company:***  The Company has not disclosed to any personany Confidential Information except in the normal course of conduct of theBusiness and subject to an agreement under which the recipient is obliged tomaintain the confidentiality of the information and is restrained from using itother than for the purpose or purposes for which it was disclosed by theCompany.

 

4.7                              ***Misuse ofConfidential Information:***  The Company is not aware of any actual oralleged misuse by any person of any Confidential Information.

 

4.8                              ***Non-use ofinformation of others:***  The Company does not use any processes and isnot engaged in any activities which involve the misuse of any ConfidentialInformation of any third party.

 

**All information true and accurate**

** **

4.9                              All information set out in this Agreement or which has beendisclosed by the Vendors, the officers and employees of the Company or theconsultants or auditors of the Vendors to the Purchaser, its officers orconsultants in the course of the negotiations leading to this Agreement:

 

(a)                                  is true and accurate and not misleading; and

 

(b)                                 is all of the information about the Company which the Vendors knowand which is material to be known by a purchaser for value of the Sales Shares.

 

**Forecasts given to the Purchaser or its advisers**

** **

4.10                        All forecasts and projections about the Business or on behalf of theCompany have been prepared with all due care and prudence and on a reasonablebasis.

 

4.11                        There are no facts or circumstances known to the Vendors which wouldlead a prudent person to revise those forecasts or projections.

 

**5**                                        Liabilities

** **

**General**

** **

5.1                              All Liabilities of the Company have arisen and, where due andpayable, have been paid in the ordinary course of business.

 

5.2                              The aggregate amount of Liabilities of the Company at Completionwill not be materially different to the aggregate amount of Liabilities of theCompany at the Accounts Date.

 

**Taxation**

** **

5.3                              ***Australian BusinessNumber (ABN):***  The Company has obtained an AustralianBusiness Number

 

39

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5.4                                ***GST:***

 

(a)                                The Company has had in place at all times all systems necessary toproperly administer the payment of GST and the recovery of input tax credits,the issue of tax invoices and adjustment notes and all other functionsnecessary to properly administer and account for GST.

 

(b)                               The Company is registered with the Australian Taxation Office forGST purposes.

 

(c)                                All available input tax credits have been obtained by the Company.

 

(d)                               Full input tax credits will be available for GST amounts paid by theCompany to third party suppliers in the ordinary course of conduct of businessby the Company.

 

(e)                                There are no contracts with any customers operating which will notallow recovery by the Company of GST from that customer.

 

(f)                                  There are no contracts with any supplier operating which willrequire the Company to pay GST.

 

(g)                               All necessary original documentation, receipts, asset registers andother information required to enable:

 

(i)                                    the cost base or reduced cost base of the CGT assets;

 

(ii)                                 the written down value or adjustable value of depreciating assets;

 

held by the Company to be determined and substantiated in accordancewith the terms of the *Income Tax Assessment Act1936* and *Income Tax Assessment Act**1997* have been provided.  The original documentation, receipts, assetregisters and other information which have been provided are all accurate,complete and not misleading and prepared in accordance with all laws and publishedrulings in force as at the date of this Agreement.

 

(h)                                 The Company has properly collected and retained in a separateaccount all the GST payable on all taxable supplies it has made since the lastGST period remittance until Completion for which it will be liable to remit tothe**Australian Taxation Office in thefuture*.*

 

5.5                              ***CGT:***  The Company has not sincethe time of its registration acquired any capital assets or CGT assets forwhich it chose or elected for roll-over relief to apply pursuant to the termsof either Subdivision 126-B of the *Income Tax Assessment Act 1997* or section 160ZZO of the *Income Tax Assessment Act**1936*.

 

5.6                              ***Full disclosure:***  All returns, associatedcomputations, notices, claims, elections, reports, statements, summaries, andother information required to be lodged with the Australian Taxation Office, orprovided to any other person, by the Company for Tax:

 

(a)                                  have been lodged with the appropriate Government Agency;

 

(b)                                 have been assessed without adjustment; and

 

(c)                                  were accurate, complete and not misleading, and prepared under alllaws, published rulings at the time of lodgement.

 

5.7                                ***Provision oforiginal documentation:***  All the necessary original documentation,records, receipts and other information:

 

40

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(a)                                required in order to prepare all returns, reports, business activitystatements and other information of the Company for the period from the lastsuch return, report, business activity statement and other information untilCompletion have been provided;  and

 

(b)                               is accurate, complete and not misleading and prepared under all lawsand published rulings as at the time of Completion.

 

5.8                                ***No Tax proceedings:***  The Company:

 

(a)                                  has not lodged a private ruling request;

 

(b)                                 is not and has not been the subject of any Tax audit;

 

(c)                                  is not a party to any action or proceeding for the assessment orcollection of Tax;

 

(d)                                 does not have any dispute or disagreement with any Government Agencyfor Tax; and

 

(e)                                  has not made any agreement with or undertaking to any GovernmentAgency for tax;

 

and there is no fact or matter known to the Vendors which might giverise to any of the above.

 

5.9                                ***Agreements forextension of time:***  The Company has not entered into anyagreement which now or in the future may extend the period of assessment orcollection of any Tax.

 

5.10                          ***No schemes:***  The Company has not enteredinto or been a party to any scheme which had the sole or dominant purpose ofobtaining a tax benefit which could potentially attract the application of Part IVAof the *Income Tax Assessment Act**1936*.

 

5.11                          ***All Tax paid:***

 

(a)                                  The Company has****either:

 

(i)                                    paid all Tax which is assessable or due and payable on the due datefor payment; or

 

(ii)                                 made adequate provision for that Tax in the Accounts; and

 

is under no liability to pay any penalty or interest in connection withany Tax.

 

(b)                                 The Company has deducted all Tax required to be deducted from anypayments made by it including for interest, dividends, royalties, payments to anon-resident or remuneration payable to employees or contractors**,**and has accounted for the Tax to the relevant GovernmentAgency, including making  allnecessary Employee Withholding Tax deductions from the remuneration of thoseemployees and remitting the amounts deducted to the relevant Government Agencyon or before the due date for payment.

 

5.12                        ***Adequate provisionin accounts for Tax:***  Full provision or reserve has been made inthe Accounts for all Tax for all accounting periods ending on or before theAccounts Date for which the Company has or may become liable.

 

5.13                        ***Tax since Date ofRegistration:***** **Sincethe date of registration of the Company:

 

(a)                                  no liability for Tax has accrued to the Company other than as aresult of trading activities in the ordinary course of business; and

 

(b)                                 no payment or expenditure has been made or incurred or committedwhich will not be wholly deductible in computing the Company’s taxable income.

 

41

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5.14                        ***Dividends:***  The Company has not, sincethe date of its registration, declared or paid any dividends or otherdistributions and no such dividends or distributions are in excess of the netprofits after Tax of the Company for the period since its registration.

 

5.15                        ***Franking:***  The Company has compliedwith the provisions of Part IIIAA of the *Income TaxAssessment Act 1936 (Cth)*and has maintained proper records offranking debits and franking credits for the purposes of that Act.

 

5.16                        ***No permanentestablishment:***  The Company****doesnot have any permanent establishment (as that expression is defined in anyrelevant Double Taxation Agreement current at the date of this Agreement)outside of Australia.

 

5.17                        ***Stamp duty:***  All documents to which theCompany is a party or may be interested in the enforcement of, and alltransfers of any issued shares (other than as contemplated by this Agreement),have been properly stamped under applicable stamp duty legislation.

 

**Securities and Financing**

** **

5.18                        ***No third partyguarantees by Company:***  The Company****hasnot given any guarantee of any other person’s obligations or Liabilities orindemnified any person against the acts or omissions of any third party.

 

5.19                        ***No third partysecurities for Company’s benefit:***  No person has given any guarantee or securityto any other person for any Liability of the Company.

 

5.20                        ***Company borrowings:***  Except as disclosed in theAccounts there are no loans, guarantees, material undertakings, materialcommitments on capital account or unusual Liabilities given, made or incurredby or on behalf of the Company.

 

5.21                        ***Loans and otheramounts payable to Vendor Associates:***  All amounts outstanding and appearing in thebooks of the Company as loan accounts repayable to any Vendor Associate , or asamounts otherwise due to any Vendor Associate, wholly represent money or money’sworth paid or transferred to the Company and the aggregate of the loan accountsimmediately prior to Completion does not exceed the Loan Account Amount.

 

**Official investigations**

** **

5.22                        The Company****is not thesubject of any official investigation or inquiry and the Vendors are not awareof any facts which are likely to give rise to any investigation or inquiry.

 

**No finder’s fees**

** **

5.23                         No person is entitled to receive from the Company any finder’s fee,brokerage or commission in connection with this Agreement or the transactionscontemplated by this Agreement.

 

**No competition**

** **

5.24                        No Vendor or Vendor Associate is at the date of this Agreementwhether solely or jointly with any other person or persons, directly orindirectly and whether as principal, agent, director, executive officer,employee, shareholder, partner, joint venturer, adviser, consultant orotherwise engaged in any other business or concerned or interested in any wayin any other business of a similar nature to or competitive with that carriedon by the Company.

** **

**Litigation**

** **

5.25                         ***Proceedings orbreach:***

 

42

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(a)                                Neither the Company****nor any personfor whom the Company****is or may beliable is engaged in any proceedings.

 

(b)                               There are no proceedings pending or threatened against either theCompany or any person for whom the Company is or may be liable nor are thereany facts or disputes which might give rise to any proceedings.

 

(c)                                Neither the Company nor its officers have committed any criminal offenceor any tort or any breach of the requirements or conditions of any law(including any Environmental Laws), or any breach of any other party’s rightsor any other requirement relating to Company, the conduct of the Business orthe use of the Assets.

 

(d)                               The Vendors are not aware of any circumstances which may give riseto a claim by any third party arising from the conduct of the Business or useof the Assets, including any pollution, chemical contamination or hazardous ortoxic spill, leak or discharge caused or contributed in whole or in part by theCompany.

 

5.26                        ***Unsatisfiedjudgments:***  There is no unfulfilled or unsatisfiedjudgment outstanding against the Company or relating to any of the Assets.

 

**Insurance**

** **

5.27                        ***Details of insurancepolicies:***  Annexure 13sets out complete and accurate particulars of the material terms of theInsurance Contracts.

 

5.28                        ***Insurance Contractsvalid:*** Each Insurance Contract is valid and enforceable and there is no fact orcircumstance known to the Company which would lead to any of them beingprejudiced.

 

5.29                          ***Adequate insurance:***

 

(a)                                  The Company has at all times maintained all insurances:

 

(i)                                    necessary for the proper conduct of the Business in the ordinarycourse including public risk and product liability insurance, insurance for theactions of and injury to employees, and insurance for all of the Assets whichare of an insurable nature; and

 

(ii)                                 against all risks normally insured against by persons carrying onthe same type of business as the Company.

 

(b)                                 No Insurance Contract is subject to any special or unusual term orrestriction or to the payment of any premium in excess of the normal rate forpolicies of the same kind.

 

5.30                        ***Claims:***

 

(a)                                There is no claim outstanding under any insurance contract and theVendors are not aware of any circumstances likely to give rise to a claim.

 

(b)                               The Company has never had an insurance claim refused or been refusedinsurance coverage.

 

**Business activities**

** **

***5.31******                         ******Sinceits incorporation until the Completion Date, in relation to its businessactivities the Company has:***

####  

#### 43

#### 

####  

#### ***(c)******                                 ******compliedwith all laws in Australia and throughout the world;***

####  

#### ***(d)******                                ******appliedthe highest standards and best practice; and***

####  

#### ***(e)******                                 ******compliedwith all contractual obligations, whether express or implied.***

####  

**6**                                        Personnel

** **

6.1                                ***General: ******Part Bof*********Annexure9****sets outcomplete and accurate details of:

 

(a)                                the names, job description, dates of birth and dates of commencementof employment of all employees of the Company;

 

(b)                               all remuneration and other arrangements to pay moneys or providebenefits to the employees of the Company, including****anyallowance, bonus, commission, share option, share entitlement and any otherbenefit provided by the Company or by which the Company is bound or has agreedto provide (whether now or in the future);

 

(c)                                particulars of all accrued long service leave, annual leave,personal leave and rostered days off for all employees of the Company; and

 

(d)                               particulars of any redundancy or severance pay owing as at theCompletion Date.

 

6.2                                ***Material employmentterms:*** The Company****does not haveany:

 

(a)                                existing service or other agreements with any officers or employeesof the Company which cannot be fairly terminated by 3 months’ notice or lesswithout giving rise to a claim for damages or compensation;

 

(b)                               liability for compensation to ex-employees;

 

(c)                                obligation to re-instate or re-employ any ex-officer or ex-employeeof the Company;

 

(d)                               knowledge of grounds for dismissal of any employee of the Company;

 

(e)                                policy, practice or obligation regarding redundancy payments toemployees which is more generous than the applicable award(s) orlegislation; or

 

(f)                                  industrial agreement or enterprise agreement (whether registered ornot) or plans to introduce any such agreement, that applies to any employee orofficer of the Company.

 

6.3                                ***Consultants,contractors etc:***

 

#### (f)                                 Otherthan as disclosed in Part C of Annexure 9, no person has any agreementwith the Company under which that person acts as an independent contractor,consultant, or in a similar capacity for the Company whether on a full time ora part time or retainer basis or otherwise; and

####  

#### (g)                               Part Cof Annexure 9 discloses all remuneration and other arrangements to pay moneysor provide benefits to contractors, consultants of the Company, including****any allowance, bonus, commission, share option, shareentitlement and any other benefit provided by the Company or by which theCompany is bound or has agreed to provide (whether now or in the future).

####  

**Relevant Schemes**

** **

6.4                               Annexure 17 sets out completeand accurate material details of all Relevant Schemes.

 

44

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6.5                              The Company does not have any accrued liability, unfunded orcontingent obligations in relation to any Relevant Scheme.

 

6.6                              The Company has made all occupational superannuation contributionsrequired under any award or prescribed industrial agreement for its employeesand has satisfied all laws.  There is nosuperannuation guarantee charge or liability accrued or payable for employees.

 

6.7                              Each Relevant Scheme has at all times been administered under therelevant rules and/or trust document and (in the case of superannuationschemes) under all requirements which from time to time have needed to be satisfiedin order for the Relevant Scheme to qualify for the maximum income taxconcessions available to superannuation funds.

 

6.8                               The Company has provided at least the minimum level ofsuperannuation support prescribed by the *Superannuation Guarantee(Administration) Act 1992* for each employee of the Company.

 

**Industrial relations**

** **

6.9                              ***Agreements withtrade unions:***  The Company is not a party to any agreementwith any trade union or employee organisation of any kind, about the employees.

 

6.10                        ***Industrial disputes:***  There is no existing,threatened or pending industrial dispute or pay claim involving the Company andany of its employees and there are no facts or circumstances known to theVendors which are likely to result in such an industrial dispute or pay claim.

 

6.11                        ***Unions/awards:***  The employees of the Companyare not members of any union or subject to any industrial award ordetermination.

 

6.12                        ***No breach:***  The Company has neverbreached and is not in breach of any industrial award, legislation, agreementor determination applicable to its employees.

 

45

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**Annexure 2**

** **

**The Vendors,Sale Shares Consideration and Loan Account**

** **

**Part A:**

 
| **Vendor** | ** ** | **Sale Shares** | ** ** | **% holding** | ** ** |
|------------|------------|----------------------|------------|--------------------|------------|
| Newell     |       | 320                  |       | 32                 | %          |
| Wiseman    |       | 320                  |       | 32                 | %          |
| Morris     |       | 120                  |       | 12                 | %          |
| Wright     |       | 120                  |       | 12                 | %          |
| Jannor     |       | 120                  |       | 12                 | %          |
| **Total**  | ** ** | **1,000**            | ** ** | **100**            | **%**      |

 

**Part B:**

 
| **Vendor** | ** ** | **Cash   Consideration** | ** **     | **Share  Consideration** | ** **     | **Issue price of  shares (cents)** | ** ** | **Value of Share  Consideration** | ** ** |
|------------|------------|-------------------------------|----------------|--------------------------|----------------|---------------------------------------------------|------------|---------------------------------------------|------------|
| Newell     |       | $                             | 49,011.08      |                     | 3,921,569      |                                              | 10.2       |                                        | $          | 400,000 |   |
| Wiseman    |       | $                             | 49,011.08      |                     | 3,921,569      |                                              | 10.2       |                                        | $          | 400,000 |   |
| Morris     |       | $                             | 18,379.15      |                     | 1,470,588      |                                              | 10.2       |                                        | $          | 150,000 |   |
| Wright     |       | $                             | 18,379.15      |                     | 1,470,588      |                                              | 10.2       |                                        | $          | 150,000 |   |
| Jannor     |       | $                             | 18,379.15      |                     | 1,470,588      |                                              | 10.2       |                                        | $          | 150,000 |   |
| **Totals** | ** ** | **$**                         | **153,159.60** | ** **               | **12,254,902** | ** **                                        | **10.2**   | ** **                                  | **$**      | **1,250,000** | ** ** |

 

**Part C:**

 
| **Person to be paid**   | ** ** | **Loan Account Amount** | ** **     |
|----------------------------------------|------------|-----------------------------------|----------------|
| Newell                                 |       | $                                 | 99,794.47      |   |
| J.F.  and M. Newell ABN 19 590 070 061 |       | $                                 | 121,435.00     |   |
| Wiseman                                |       | $                                 | 121,860.93     |   |
| Morris                                 |       | $                                 | 1,500.00       |   |
| Wright                                 |       | $                                 | 700.00         |   |
| Guarantor                              |       | $                                 | 1,550.00       |   |
| **Totals**                             | ** ** | **$**                             | **346,840.40** | ** ** |

 

46

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**Annexure 3**

** **

**BusinessNames and Intellectual Property Rights**

** **

**PART A**:   **BusinessNames**

 
| **Name**                | ** ** | **Owned by** | ** ** | **States in which  registered** | ** ** | **Expiry date** | ** ** |
|-------------------------|------------|-------------------|------------|-------------------------------------------|------------|----------------------|------------|
| Frozen  Puppies Dot Com |       | The Company       |       | NSW                                       |       | 6 February 2009 |       |

 

**PART B**:   **Trade Marks**

 

Notapplicable

 

**PART C**:   **Patents**

 

Notapplicable

 

**PART D**:   **Designregistration**

 

Notapplicable

 

**PART E:   Trade Mark License Agreements**

 

Notapplicable

 

**PART F**:   **Website**

 

www.frozenpuppies.com

www.frozenpuppies.com.au

 

**PART G**:   **Other**

 

Notapplicable

 

47

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** **

**Annexure 4**

** **

**LeaseholdProperties and Property Leases**

** **

1.                                      Address - 3 JonesRoad, Calga, NSW, 2250

 

2.                                      Lessor – Sam and Patricia Anne Cauchi

 

3.                                      Lessee – Anthony Wiseman and John Newell

 

4.                                      Nature of Company/Group Company interest

 

5.                                      Date of Lease - 1 July 2008

 

6.                                      Expiry date – 30 June 2009

 

7.                                      Further option to renew – 1 x 2 years

 

8.                                      Rent per month - $4,800 per month

 

9.                                      Rent review mechanism – as per Special Condition 4 of Lease

 

10.                                Share of outgoing – as per Special Conditions of Lease

 

11.                                Details of underground storage tanks – Not applicable

 

48

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**Annexure 5**

** **

**EmploymentAgreements**

 

49

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** **

**Annexure 6**

** **

**PollutantDetails**

** **

**Sites**

 

Not applicable

 

**Handlers**

 

**Not applicable**

 

50

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** **

**Annexure 7**

** **

**Agency,distribution, marketing, franchising, licensing agreements**

** **

**Not applicable**

 

51

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** **

**Annexure 8**

** **

**Registeredoffice and jurisdictions in which Company carries on Business**

 
| **Name of Company**                 | ** ** | **State/Territory of   incorporation or   registration** | ** ** | **Registered office in   State/Territory of   incorporation or   registration** | ** ** | **Principal offices in   other   States/Territories** | ** ** |
|-------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------------------------------|------------|-------------------------------------------------------|------------|
|                                |       |                                                     |       |                                                                            |       |                                                  |       |
| Frozen  Puppies Dot Com Pty Limited |       | New South  Wales                                         |       | C/- CBC  Partners Pty   Ltd, Level 11, Market   Street, Sydney 2000.            |       | 56 Burton  Road,  Eleebana, New South   Wales 2282    |       |

 

52

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** **

**Annexure 9**

** **

**Officers,employees and contractors**

** **

**Part A:****    Officers etc**

 

(a)              List of directors of the Company;

 

AnthonyThomas Wiseman

JohnFrederick Newell

ScottCairfield Morris

GraemeDavid Wright

NormanIan Jessup

 

(b)              List of secretaries of the Company;

 

AnthonyThomas Wiseman

 

(c)              Public officer of the Company;

 

AnthonyThomas Wiseman

 

(d)              Auditor of the Company;

 

Notapplicable

 

**Part B:****                        Employees**

 

(e)              List of employees, dates of birth, period of employment,remuneration, allowances and statutory entitlements.

** **
| **Name**            | ** ** | **Date of   Birth**    | ** ** | **Commencement  Date** | ** ** | **Period of  Employment  at July 2008** | ** ** | **Hourly  Rate** | ** ** | **Remuneration  (Net pay)** | ** ** | **Allowances  (Time 1⁄2 30  March –  July 1  2008)** | ** ** | **Statutory  entitlements  (June 2007  to June  2008)** | ** ** |
|---------------------|------------|------------------------|------------|------------------------|------------|----------------------------------------------|------------|------------------|------------|-----------------------------|------------|------------------------------------------------------------------------|------------|--------------------------------------------------------------|------------|
| Collete  Brennan    |       | 5  September 1977 |       | 23  November 2007 |       | 7.5 months                                   |       | $                | 18.00      |                        | $          | 5,069.00                                                               |       | $                                                            | 162.00     |   | $778.68  (REST) |   |
| Melissa Dean        |       | 28  June 1966     |       | 31  January 2007  |       | 18.5 months                                  |       | $                | 20.00      |                        | $          | 3,898.50                                                               |       | $                                                            | 397.50     |   | $1,481.76  (Asset) |   |
| Sharon Taylor       |       | 12  March 1964    |       | 11  December 2007 |       | 7 months                                     |       | $                | 18.00      |                        | $          | 5,706.75                                                               |       | $                                                            | 978.75     |   | $1,337.34  (MLC) |   |
| Deanne Marie  Young |       | 17  October 1984  |       | 10  February 2008 |       | 5 months                                     |       | $                | 19.00      |                        | $          | 3,278.00                                                               |       | $                                                            | 0.00       |   | $471.60 (Asset) |   |

 

**(EmployeesLeave Entitlements – not applicable)**

 

**(b)****                ****Service Agreements – notapplicable;**

 

**(c)****                ****Bonus Schemes – notapplicable; and**

 

**(d) Shareoption/incentive schemes – not applicable.**

 

53

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**Part C:****                          Consultants, contractors etc**

 

(a)                 List of consultants, contractors etc

 

(b)                 Moneys and other benefits payable

 
| **Name**                    | ** ** | **Business Name**                                                 | ** ** | **Moneys payable   (commission   outstanding at June 08)**                                             | ** ** | **Benefits payable** | ** ** |
|-----------------------------|------------|-------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------|------------|----------------------|------------|
| John Newell                 |       |                                                              |       | May Account  $3,516.00                                                                                 |       |                 |       |
| Michael  Jones (NSW)        |       | Erina  Heights Veterinary Hospital                                |       | May Account  $3,673.06 June Account – $2,168.65                                              |       |                 |       |
| Greg  Stenberg (QLD)        |       | Greg  Sternberg & Associates Pty Ltd Veterinary Surgeons |       | May Account  $890.20 June Account – In an amount to be provided but not exceeding  $1,000.00 |       |                 |       |
| Tony Wiseman                |       |                                                              |       | Nil                                                                                                         |       |                 |       |
| Scott Morris  (QLD) Branch  |       | Scott Morris  Enterprises                                         |       | $1,600.00                                                                                                   |       |                 |       |
| Scott Morris  (QLD) Admin   |       | Scott Morris  Enterprises                                         |       | $1,000.00                                                                                                   |       |                 |       |
| Graeme  Wright (TAS) Branch |       |                                                              |       | $510.00                                                                                                     |       |                 |       |
| Norm Jessup  (VIC) Branch   |       |                                                              |       | Nil                                                                                                         |       |                 |       |
| Susan Gerrish               |       |                                                              |       | Nil                                                                                                         |       |                 |       |

 

54

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** **

**Annexure 10**

** **

**Accounts**

 

55

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** **

**Annexure 11**

** **

**Licences**

 
| **Part A  Description of Licence** | ** ** | **Part B  Person required to issue Licence** |
|-----------------------------------------|------------|---------------------------------------------------|
|                                    |       |                                              |
| Not  applicable                         |       | Not  applicable                                   |

 

56

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** **

**Annexure 12**

** **

**Rental Contracts**

** **

(ie. lease,rental, hire purchase, credit sale

etcagreements)

 

Notapplicable

 

57

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** **

**Annexure 13**

** **

**Insurance Policies**

 
| **Insurance  Broker**                                      | ** ** | **Policy Type**                        | ** ** | **Policy Number** | ** ** | **Client  Number**         | ** ** | **Amount  Paid** | ** ** | **Period of  Insurance** | ** **                                        |
|------------------------------------------------------------|------------|---------------------------------------------|------------|------------------------|------------|----------------------------|------------|------------------|------------|-------------------------------|---------------------------------------------------|
| Guild  Insurance Limited ABN 55 004 538 863                |       | Professional  Liability                     |       | 29/20PID0288093        |       | 3582397                    |       | $                | 1,790.25   | *                             | 24  June 2008 to 24 June 2009 at 4:00pm |   |
| Guild  Insurance Limited ABN 55 004 538 863                |       | Products  Liability                         |       | 29/20PID0288089        |       | 3582397                    |       | $                | 1,278.53   | *                             | 24  June 2008 to 24 June 2009 at 4:00pm | ** ** |
| QBE Workers  Compensation (NSW) Ltd ABN 83 564 379 108 004 |       | NSW Workers  Compensation Insurance         |       | 1NFE009342GWC154       |       | NF0066101                  |       | $                | 1285.05    |                          | 28 March 2008  to 28 March 2009                   |   |
| Guild  Insurance Limited ABN 55 004 538 863                |       | Directors  and Officers Liability Insurance |       | 29/20DOF0273846        |       | 3582397                    |       | $                | 1,566.18   | *                             | 27 August 2007  to 27 August 2008 at 4:00pm       |   |
| QBE Insurance  (Aust) Limited ABN 78 003 191 035           |       | Electronic  Equipment Insurance             |       | 18A032158MPI           |       | FIN CAS F402  0133761/001  |       | $                | 3,426.28   |                          | 12 December 2007  to 12 December 2008 at 4:00pm   |   |
| QBE  Insurance (Aust) Limited ABN 78 003 191 035           |       | Commercial  Motor Vehicle                   |       | 130A401968MVA          |       | FIN CAS  F4502 0133762/001 |       | $                | 2,932.00   |                          | 12 December 2007  to 12 December 2008 at 4:00pm   |   |

 

58

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**Annexure 14**

** **

**Voluntary Restriction Agreement**

 

59

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**Annexure 15**

** **

**Customer Warranties**

** **

**Not applicable**

 

60

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**Annexure 16**

** **

**Standard terms and conditions of sale**

** **

**Not applicable**

 

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**Annexure 17**

** **

**Relevant Schemes**

** **
| **(a)** | ** ** | **All superannuation schemes, retirement benefit schemes or other  pension schemes or arrangements** |
|---------|------------|------------------------------------------------------------------------------------------------------|
|    |       |                                                                                                 |
|    |       | (i)                                                                                                  | Current  employees |

 

SuperannuationSchemes

** **
| **Super Fund** | ** ** | **Super Fund  Member Number** | ** ** | **Employee Name** | ** ** | **Employer Contribution  (June 2007 to June  2008)** | ** ** |
|---------------------|------------|-----------------------------------------|------------|------------------------|------------|--------------------------------------------------------------------------|------------|
| Asset  Super        |       |                                    |       | Melissa Dean           |       | $                                                                        | 1,481.76   |   |
| Asset  Super        |       | 40644321                                |       | Deanne Maria Young     |       | $                                                                        | 471.60     |   |
| MLC  Super          |       | 11345131                                |       | Sharon Taylor          |       | $                                                                        | 1,337.34   |   |
| REST  Super         |       |                                    |       | Collette Brennan       |       | $                                                                        | 778.68     |   |

 
|   |   | (ii) | Former  employees |
|--------|--------|------|-------------------|

 

SuperannuationSchemes

 
| **Super Fund** | ** ** | **Super  Fund  Number** | ** ** | **Former  Employee  Name** | ** ** | **Employment  Cessation Date** | ** ** | **Employer  Contribution  (June 2007 to  June 2008)** | ** ** |
|----------------|------------|-------------------------|------------|----------------------------|------------|--------------------------------|------------|-----------------------------------------------------------------|------------|
| Asset  Super   |       |                    |       | James Cook                 |       | 19 December 2007          |       | $                                                               | 1,647.99   |   |
| Asset  Super   |       |                    |       | Jade Olds                  |       | 2 November 2007           |       | $                                                               | 198.61     |   |
| Club  Plus     |       | 21374601                |       | Lee Fletcher               |       | 21 September 2007         |       | $                                                               | 252.72     |   |
| Asset  Super   |       |                    |       | Elizabeth Maslen           |       | 27 September 2007         |       | $                                                               | 55.30      |   |

 

**(b)****                                  Allemployment benefit plans, programs or arrangements including medical, dental orlife insurance**

 

**Not Applicable**

 

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**Annexure 18**

** **

**Consents required**

** **

**Not applicable**

 

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