DEVELOPMENT
AGREEMENT BETWEEN MANTHEY REDMOND

    CORPORATION
AND MANTHEY HOLDINGS PTY LIMITED

    


    THIS
AGREEMENT is made on        May 1,
2009.

    


    BETWEEN:


    


    MANTHEY REDMOND CORPORATION
(“the Licensee”),

    


    AND

    


    MANTHEY HOLDINGS PTY LIMITED
(“Development Company”)

    


    (hereinafter
collectively the “Parties”)

    


    WITNESSETH:

    


    
      	
              A.

            	
              WHEREAS,
      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
      Development Company is willing to provide exclusive use of its engineering
      facility and employees for the purpose of research and development related
      to the technology contained in the said Patents;
  and

            


    

    


    
      	
              C.

            	
              The
      parties wish to record this arrangement 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 Patent Licensing
      Agreement.

              
	 
      	 
      
	
                “Licence”

              	
                means
      the licence granted in accordance with the Patent Licensing
      Agreement

              
	 
      	 
      
	
                “Patent
      Licence Agreement”

              	
                means
      the written agreement entered into and between the Licensee and Manthey
      Redmond (Aust) Pty Limited on May 1, 2009.

              
	 
      	 
      
	
                “Owner”

              	
                means
      Manthey Redmond (Aust) Pty Limited, the registered owner of the
      Patents.

              


      

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

    

    
      
        
          
            
              
                	“Patents”	

                        means
      any and all of the patents that are, or will be granted in the future
      based on the description of invention referred to in schedule 1 of the
      Patent Licence Agreement, including any continuations, continuations in
      part, extensions, reissues, divisions, and including any patents,
      supplementary protection certificates and similar rights that are based on
      or derive priority from the foregoing;

                      
	 	 
	
                        “Principal
      Sum”

                      	
                        means
      $540,000.00

                      
	 
      	 
      
	
                        “Research
      Facility”

                      	
                        means
      the engineering facility owned and operated by the Development
      Company.

                      


              

            

          

        

      

    

     

    
      	
              2.

            	
              Compensation
      for Services

            


    

    


    
      	
              2.1

            	
              The
      Licensee agrees to pay to the Development Company an amount not less than
      $30,000 on the first day of each calendar month from the commencement
      date.

            


    

     

    
      	
              3.

            	
              Services
      and Goods to be provided the Development
Company

            


    

    


    
      3.1         In
consideration of payment received pursuant to clause 2 of this agreement, the
Development Company agrees to build and test prototypes based on the Patents at
its Research Facility.

    

    


    
      3.2        
The
services referred to in clause 3.1 herein do not include services relating to
the transport of prototypes away from the Research Facility. All costs
associated with the transport and demonstration of prototypes are to be borne by
the Licensee.


    

    


    
      	
               4.

            	
              Commencement and Termination
      by Expiry

            


    

    


    4.1        
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 Development Company may terminate this agreement in the event the Patent
Licence Agreement is validly terminated.

    


    
      	
              5.

            	
              Independent
      Contractor

            


    

    


    5.1        
It is understood by the Development Company that as an independent contractor,
it is the Development Company’s sole responsibility and obligation to pay to the
relevant Federal, State and local governments any and all taxes that become due
as a result of payments made to the
Development Company under this agreement.

     

    
      
        
          
          
2

      

      
        
          

        

      

      
        
        

      

    

    
      


      
        	
                6.

              	
                
                  General

                

              


      

       

    

    6.1      
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.

    


    
      6.2
Amendment

    

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

    


    
      6.3
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.

    


    
      6.4
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.

    


    
      6.5
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.

    


    
      6.6
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.

    


    
      6.7
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.

            


    

    


    
      6.8
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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      6.9
Law and Jurisdiction

    

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

    


    
      6.10
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.

    


    
      6.11
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.

    


    
      6.12 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
      HOLDINGS Pty Ltd

                	 
      
	 
      	
                  )

                
	
                  By
      its duly authorised officer

                	
                  )

                


        

      

    

     

    
      
        
        

      

      
        4