INVESTMENT
AGREEMENT BETWEEN MANTHEY REDMOND

    CORPORATION
AND MANTHEY REDMOND (AUST) PTY LIMITED

    


    THIS
AGREEMENT is made
on        May  1,
2009.

    


    BETWEEN:


    


    MANTHEY REDMOND (AUST) PTY LTD
(“the owner”),

    


    AND

    


    MANTHEY REDMOND CORPORATION
(“the licensee”),

    


    (hereinafter
collectively the “Parties”)

    


    WITNESSETH:

    


    
      	
              A.

            	
              WHEREAS,
      the Owner is the registered proprietor of or applicant for Patents and the
      Licensee has a right to sublicense, develop, manufacture, have
      manufactured, use and sell or supply licensed products based on the said
      Patents; and

            


    

    


    
      	
              B.

            	
              The
      Owner is willing to invest a non-refundable amount of $4,200,000 (USD) to
      assist the Licensee in commercialising products based on the said Patents;
      and

            


    

    


    
      	
              C.

            	
              The
      parties wish to record the said investment by this written
      agreement.

            


    

    


    WHEREBY
IT IS AGREED:

    


    
      	
              1.

            	
              Definitions

            


    

    


    In this
Agreement the following words shall have the following meanings:

    


    
      
        
          	
                  “Commencement
      Date”

                	
                  July
      1, 2009

                
	 
      	 
      
	
                  “Dollars”

                	
                  means
      the currency of the United States of America.

                
	 
      	 
      
	
                  “Invention”

                	
                  the
      invention claimed in the Patents referred to in the Licence
      Agreement.

                
	 
      	 
      
	
                  “Licence”

                	
                  means
      the licence granted in accordance with the Licensing
      Agreement.

                
	 
      	 
      
	
                  “Licence
      Agreement”

                	
                  means
      the written agreement entered into between the parties on May 1,
      2009.

                
	 
      	 
      
	
                  “Principal
      Sum”

                	
                  means
      the amount referred to in clause 2 of this
  agreement.

                


        

      

    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
              2.

            	
              Payment

            


    

    


    
      	
              2.1

            	
              The
      Owner agrees to pay to the Licensee an amount of $4,200,000 (principal
      sum”) with the said payment to be made by instalments as set out in clause
      2.2 herein.

            


    

    


    
      	
              2.2
      

            	
              Instalment
      payments in the amount of $40,000 are to be paid to the Licensee on the
      first day of each calendar month from the commencement
    date.

            


    

    


    
      	
              3.

            	
              Non-refundable
      advance

            


    

    


    
      3.1        
The Owner
acknowledges and agrees that instalment payments made in accordance with clause
2 of this agreement are not refundable and do not constitute a loan between the
parties.

    

    


    
      	
              4.

            	
              Duration
      and Termination

            


    

    


    
      	
              4.1

            	
              Commencement and Termination
      by Expiry

            


    

    


    This Agreement shall come into effect
on the Commencement Date and, unless terminated earlier in accordance with
clause 4 of this agreement, shall continue in force until the principal sum has
been advanced by the Owner to the Licensee.

    


    
      	
              4.2

            	
              The
      Owner may terminate this agreement in the event the licence agreement is
      validly terminated.

            


    

     

    
      	
              5.

            	
              General

            


    

    


    5.1        Force majeure

    Neither
Party shall have any liability or be deemed to be in breach of this Agreement
for any delays or failures in performance of this Agreement which result from
circumstances beyond the reasonable control of that Party, including without
limitation labour disputes involving that Party.

    


    
      5.2
Amendment

    

    This
Agreement may only be amended in writing signed by duly authorised
representatives of the Owner and the Licensee.

    


    
      5.3
Assignment and third party rights

    

    


    Neither
party shall assign, mortgage, charge or otherwise transfer any rights or
obligations under this Agreement, nor any of the Patents or rights under the
Patents, without the prior written consent of the other Party.

    


    
      5.4
Waiver

    

    No
failure or delay on the part of either Party to exercise any right or remedy
under this Agreement shall be construed or operate as a waiver thereof, nor
shall any single or partial exercise of any right or remedy preclude the further
exercise of such right or remedy.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    
      5.5
Invalid clauses

    

    If any
provision or party of this Agreement is held to be invalid or unenforceable,
this Agreement shall be deemed to be amended by the addition or deletion of
wording as appropriate to remove the invalid part or provision but otherwise to
retain the provision and the other provisions of this Agreement to the maximum
extent permissible under applicable law.


    


    
      5.6
No-agency

    

    Neither
Party shall act or describe itself as the agent of the other, nor shall it make
or represent that it has authority to make any commitments on the other’s
behalf.


    


    
      5.7
Interpretation

    

    In this
Agreement:

    
      	
            	
              (a)

            	
              the
      headings are used for convenience only and shall not affect its
      interpretation;

            


    

    
      	
            	
              (b)

            	
              references
      to persons shall include incorporated and unincorporated persons;
      reference to the singular include the plural and vice versa; and
      references to the masculine include the
  feminine.

            


    

     

    
      5.8
Notices

    

    Any
notice to be given under this Agreement shall be in writing and shall be sent by
first class mail or air mail, or by fax (confirmed by first class mail or air
mail), to the address of the relevant Party, or to the relevant fax number
utilised by the relevant Party.

     

    
      5.9
Law and Jurisdiction

    

    The
validity, construction and performance of this Agreement shall be governed by
the law of Queensland, Australia.


    


    
      5.10
Further action

    

    Each
Party agrees to execute, acknowledge and deliver such further instruments, and
do all further similar acts, as may be necessary or appropriate to carry out the
purposes and intent of this Agreement.


    


    
      5.11
Entire agreement

    

    This
Agreement sets out the entire agreement between the Parties relating to its
subject matter and supersedes all prior oral or written agreements, arrangements
or understandings between them relating to such subject matter. The parties
acknowledge that they are not relying on any representation, agreement, term or
condition which is not set out in this Agreement.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      5.12 This
agreement is a deed.

    

    


    IN
WITNESS the Parties hereto have duly executed this Agreement on the date first
above written:


    


    
      
        
          
            
              
                	
                        EXECUTED
      BY

                      	 
      
	
                        MANTHEY
      REDMOND CORPORATION

                      	 
      
	 
      	
                        )

                      
	
                        By
      its duly authorised officer

                      	
                        )

                      
	 
      	 
      
	
                        EXECUTED
      BY

                      	 
      
	
                        MANTHEY
      REDMOND (Aust) Pty Ltd

                      	 
      
	 
      	
                        )

                      
	
                        By
      its duly authorised officer

                      	
                        )

                      


              

            

          

        

      

    

     

    
      
         

      

      
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