EXHIBIT 4.20


 





 


 


Share
Purchase Agreement


 


John
Frederick Newell


 


Anthony
Thomas Wiseman


 


Scott
Cairfield Morris


 


Graeme David
Wright


 


Jannor
Investments Pty Ltd


 


Norman Ian
Jessup


 


Genetic
Technologies 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

















 


	
   

  	
   

  	
  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

















 


	
  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 of
1,000 fully paid ordinary shares, which are all legally and beneficially owned
by the Vendors as set out in Part A of Annexure 2.


 


B             The  Vendors agree
to sell and the Purchaser agrees to purchase the Sale Shares under the
following terms and conditions.


 


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


 


Operative
provisions


 


1              Definitions and
interpretations


 


1.1           In this Agreement unless the context
requires another meaning:


 


Accounting
Standards means
for the Company:


 


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


 


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


 


3

















 


(c)           if no accounting standard applies under the
Corporations Act 2001 in relation to an accounting practice, the standards
acceptable 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 applied
accounting principles and practices in Australia, except those inconsistent
with the standards or requirements referred to in paragraphs (a), (b) or
(c).


 


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


 


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


 


(b)           its unaudited balance sheet and cash flow
statement as at the Accounts Date;


 


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


 


(d)           all directors’ declarations about those
financial statements.


 


Accounts Date means 30 June 2008.


 


Assets means the assets owned or
used 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 may
prohibit or restrict within a specified period after it is notified, the expiry
of that period without intervention or action by that Government Agency.


 


Books and
Records  means
originals and copies in machine readable or printed form of all registers,
books, reports, correspondence, files, records, accounts, documents and other material
in 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 other
constituent documents of the Company, and all minute books of meetings of
directors and members.


 


Business  means the business carried on
by the Company of collecting, storing, relocating and implantation of canine
semen and the sale of canine-related products and associated activities as at
the date of this Agreement.


 


4

















 


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


 


Business Names  means all business names and
trade names (other than Trade Marks) registered in the name of the Company
under which the Company carries on the Business including the names set out in
Annexure 3.


 


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


 


(a)           supplies
the extender and all other products necessary for the process by which canine
semen is frozen, which process was taught to each of Newell, Wiseman, Morris, Wright and the
Guarantor by a veterinarian surgeon accredited to teach the Camelot Farms
canine semen freezing process; and


 


(b)           is a key supplier of the Company.


 


Camelot
Accreditation means
a person has been trained by Camelot Farms, has been accredited to utilise and
operate the Camelot Farms canine semen process and, as a result of holding the
Camelot Accreditation, is entitled to purchase from Camelot Farms, a product
known as extender, which extender is mixed with certain canine semen, during
the process of thawing out the frozen canine semen.


 


Cash
Consideration  means
the amounts payable to each of the Vendors as set out in the table in Part B
of Annexure 2.


 


CGT  means capital gains tax as
defined in the Income Tax Assessment Act 1997 or
any like tax.


 


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


 


Completion  means completion of the sale
and purchase of the Sale Shares under this Agreement.


 


Completion
Contracts means the following:


 


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


 


(b)           the Voluntary Restriction Agreements
substantially in the form set out in Annexure 14 between the Purchaser and each
of the Vendors, providing that:


 


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


 


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


 


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


 


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


 


Completion
Date  means
22 July 2008,  or any other
date as the parties agree in writing.


 


Conditions  means the conditions set out
in clause 3, and Condition  means
any one of them;


 


5

















 


Confidential
Information means all:


 


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


 


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


 


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


 


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


 


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


 


(i)            the Company; or


 


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


 


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


 


Control means any situation where a
person or persons (each a Controlling Person) has, or is entitled to
acquire, the right or power to secure whether directly or indirectly, that the
affairs of another person (Controlled Person) are conducted in accordance
with the wishes of the Controlling Person.


 


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


 


Dollars and $ means the lawful
currency of Australia.


 


Environmental
Laws means any law about the environment, planning,
building or local government including any law about:


 


(a)           land use or occupation of land or
buildings;


 


(b)           occupational health and safety;


 


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


 


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


 


(e)           waste disposal, treatment or storage;


 


(f)            chemical, toxic, hazardous, poisonous or
dangerous substances;


 


(g)           pesticides;


 


(h)           noise or odour; or


 


(i)            a Pollutant.


 


Expert  means an independent firm of
chartered accountants selected or nominated under clause 6.14 or 6.15.


 


Government
Agency means:


 


6

















 


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


 


(b)           a department, office or minister of a
government 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 tax
as defined in the New Tax Systems  (Goods and Services Tax) Act 1999 or any like tax.


 


Insurance
Contracts  means
all contracts of insurance and indemnity held by the Company.


 


Intellectual
Property Rights means all rights  of the Company
in and to:


 


(a)           the Business Names;


 


(b)           the Trade Marks and the Trade Mark Licence
Agreements; 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 by
the Company whether within or outside Australia.


 


Leasehold
Properties 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 held
by the Company in conducting the Business.


 


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


 


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


 


Plant and
Equipment means all fixed and loose plant, equipment,
machinery, furniture, fixtures and fittings, computer hardware, vehicles, and
all 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 other
substance:


 


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


 


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


 


including asbestos, polychlorinated biphenyls and
radioactive substances.


 


Properties  means the Leasehold
Properties.


 


Property
Leases  means
the leases and licences for the Leasehold Properties.


 


Purchase Price  means, subject to the terms of
this Agreement, the Cash Consideration and the Share Consideration.


 


Related Body
Corporate has the same meaning as in the Corporations
Act  2001.


 


7

















 


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


 


Relevant
Schemes means:


 


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


 


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


 


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


 


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


 


Rental
Contracts  means
all lease, rental, hire purchase, credit sale or similar agreements to which
any Rental Asset is subject.


 


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


 


Security
Interest means an interest in an asset which provides security
for, or protects against default by, a person for the payment or satisfaction
of a debt, obligation or liability including a mortgage, charge, bill of sale,
pledge, deposit, lien, encumbrance, hypothecation, or arrangement for the
retention of title.


 


Share
Consideration means
the shares in the Purchaser to be issued to the Vendors as set out in the table
in Part B Annexure 2.


 


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


 


Tax means a tax, levy, charge,
impost, deduction, withholding or duty of any nature (including stamp and
transaction 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 other
charge on those amounts.


 


Third Party
Interest  means
any Security Interest, lease, license, option, voting arrangement, easement,
covenant, notation, restriction, interest under any agreement, interest under
any trust, or other right, equity, entitlement or other interest of any nature
held by a third party.


 


Trade Marks  means the trade marks, service
marks, 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 licensed
for use by the Company in connection with the goods and/or services made
available by the Company.


 


Trade Mark
Licence Agreements  means those trade mark licence agreements, registered
user agreements or appointments held for the Trademarks.


 


Vendor
Associate means:


 


8
















 


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


 


(b)           any
director, secretary or chief executive officer of the Company or of any of the
Vendors;


 


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


 


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


 


Warranties  means the
representations, warranties and covenants made by the Vendors under
clause 6 and Warranty
means any one of them.


 


1.2           In
this Agreement, unless the context otherwise requires:


 


(a)           a
reference:


 


(i)            to
the singular includes the plural and vice versa;


 


(ii)           to a
gender includes all genders;


 


(iii)          to a
document (including this Agreement) is a reference to that document (including
any Schedules and Annexures,) as amended, consolidated, supplemented, novated
or replaced;


 


(iv)          to an
agreement includes any deed, agreement or legally enforceable arrangement or
understanding whether written or not;


 


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


 


(vi)          to a
notice means all notices, approvals, demands, requests, nominations or other
communications given by one party to another under or in connection with this
Agreement;


 


(vii)         to a
person (including a party) includes:


 


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


 


(B)          the
person’s successors, permitted assigns, substitutes, executors and
administrators; and


 


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


 


(viii)        to a law:


 


(A)          includes
a 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 applicable
stock exchange;


 


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


 


9





















 


(C)          is a
reference to any regulation, rule, ordinance, proclamation, by-law or judgment
made under that law;


 


(ix)          to
proceedings includes litigation, arbitration, and investigation;


 


(x)           to a
judgement includes an order, injunction, decree, determination or award of any
court or tribunal;


 


(xi)          to time
is a reference to Melbourne time;


 


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


 


(c)           a
warranty, representation, covenant or obligation given or entered into by more
than one person binds them jointly and severally;


 


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


 


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


 


(f)            the
words including
or includes
mean including
but not limited to or including  without limitation;


 


(g)           where
a word or phrase is defined, its other grammatical forms have a corresponding
meaning; and


 


(h)           this
Agreement must not be construed adversely to a party solely because that party
was responsible for preparing it.


 


2              Sale Shares


 


Sale and purchase


 


2.1           The
Vendors agree to sell and the Purchaser agrees to purchase, the Sale Shares,
free from all Third Party Interests, for the Purchase Price and in accordance
with  this Agreement.


 


All of the Sale Shares


 


2.2           The
Purchaser will not be obliged to complete the purchase of any of the Sale
Shares unless the purchase of all of the Sale Shares is completed
simultaneously.


 


Waiver of pre-emption rights


 


2.3           The  Vendors  waive
and prior to Completion must  obtain
the waiver from all other relevant persons,  of
all restrictions on transfer (including pre-emption rights) that might exist
for the Sale Shares, whether under the constituent documents of the Company or
otherwise.


 


3              Conditions


 


3.1           Completion
is conditional on:


 


(a)           the
execution of the Completion Contracts by the relevant parties;


 


10





















 


(b)           the transfer of any Trade Mark
applications using the words “Frozen” and “Puppies” to the Company, including
without limitation those specified in Annexure 3;


 


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


 


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


 


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


 


(f)            the
written consent of the persons listed in Annexure 18,  as required by the Contracts, on terms
satisfactory to the Purchaser;


 


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


 


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


 


(i)            the
Vendors performing all of their obligations contained in this Agreement;


 


(j)            no
amount being owed by the Vendors or the Vendors Associates to the Company;


 


(k)           no
disclosure being made, or arising from the Purchaser’s due diligence, and no
other event occurring which adversely affects the value of the Sale Shares.


 


Best endeavours to fulfil


 


3.2           The
Vendors must use their best endeavours to fulfil the Conditions set out in
clause 3.1.


 


Purchaser may waive certain Conditions


 


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


 


Termination for failure of Conditions


 


3.4           If any
of the Conditions are not satisfied or waived upon or prior to the Completion
Date then the Purchaser may terminate this Agreement by notice to the Vendors.


 


4              Pre-Completion


 


Pre-Completion notices


 


4.1           At
least 5 Business Days before the Completion Date, the Vendors must give the
Purchaser full and accurate written details of:


 


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


 


(b)           the
names of all persons authorised to draw on or have access to them.


 


11





















 


4.2           At
least 2 Business Days before the Completion Date:


 


(a)           the
Purchaser must nominate to the Vendors in writing the address of the new
registered office of the Company (if required); and


 


(b)           the
Purchaser must notify the Vendors in writing of the authorities to operate bank
accounts that are to be revoked and the names of the new signatories to those
accounts.


 


Business to be conducted in ordinary course


 


4.3           Until
Completion the Vendors will and will cause the Company to:


 


(a)           conduct
the  Business in the ordinary
course and in the same manner as it was conducted prior to the date of this
Agreement;


 


(b)           manage
the working capital requirements and any Liabilities of the Company in the
ordinary course of business;


 


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


 


(i)            institute
significant changes in management policy;


 


(ii)           enter
into any contract or commitment which:


 


(A)          would
impose a significant financial obligation or which will have a material adverse
effect on the Company;


 


(B)          is for
more than $10,000;  or


 


(C)          is for
a term of longer than one year;


 


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


 


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


 


(v)           issue
any shares, options or securities which are convertible into shares in the
Company;


 


(vi)          alter
the Company’s respective constitution or constituent documents;


 


(vii)         employ
any person:


 


(A)          where
that employment would materially increase the operating costs of the Company;
or


 


(B)          with an
annual remuneration package of more than $50,000;


 


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


 


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


 


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


 


12





















 


Employees and contractors


 


4.4           The
Vendors must:


 


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


 


(b)           take
all reasonable steps to ensure that the Company is not subject to or threatened
by any interruption or impairment caused by an industrial dispute up to
Completion.


 


5              Completion


 


Time and place of Completion


 


5.1           Completion
must take place at the registered offices of the Company’s accountants, CBC
Partners, Level 11, 22-24 Market Street, Sydney on the Completion Date or at
such 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, the
Purchaser must:


 


(a)           pay to
each Vendor their proportion of the Cash Consideration as set out in Part B
of Annexure 2;


 


(b)           lend
to the Company the Loan Account Amount;


 


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


 


(d)           register
each of the Vendors as the holder of the relevant Share Consideration in the
Purchaser’s register of members; and


 


(e)           procure
the delivery to each Vendor as soon as practicable following Completion holder
statements confirming that each of the Vendors is the holder of the relevant
Share Consideration.


 


Obligations of Vendors on Completion


 


5.3           At
Completion the Vendors must:


 


(a)           deliver
to the Purchaser:


 


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


 


(ii)           all
waivers or consents which the Purchaser may require to enable the Purchaser
and/or those other person or persons to be registered as holders of the Sale
Shares;


 


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


 


(A)          all
available copies of the constituent documents of the Company;


 


13





















 


(B)          any
common seal and duplicate seals;


 


(C)          the
Books and Records;


 


(D)          the
certificates of incorporation or registration (as applicable);


 


(E)           certificates
of registration of the Business Names;


 


(F)           all
certificates of title for the Assets;


 


(G)          executed
and stamped originals of the Contracts in its possession including the Property
Leases and Rental Contracts;


 


(H)          certificates
of registration and other documents of title for the Intellectual Property
Rights; and


 


(I)            all
other Assets in the possession or control of the  Vendors;


 


(iv)          the
executed resignations of each of the directors of the Company ,  and the executed resignation of Wiseman as
secretary and public officer of the Company, confirming that they have no
outstanding 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)           the
original executed documents required to satisfy the Conditions;


 


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


 


(i)            the
approval of the registration of the transfers of the Sale Shares;


 


(ii)           the cancellation
of the existing share certificates for the Sale Shares;  and


 


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


 


(c)           cause
to be held a meeting of the directors of the Company and to obtain at that
meeting:


 


(i)            the
appointment of Michael
Bernard Ohanessian, Thomas Godfrey Howitt
and Catherine Marie
Barclay as additional directors of the Company and the
appointment of Thomas Godfrey Howitt as secretary and public officer of the
Company, each of whom has consented in writing to act as directors, secretary
or public officer respectively prior to Completion; and


 


(ii)           the
acceptance of the resignations of directors and secretaries received under
clause 5.3(a)(iv); and


 


(iii)          the
appointment of new signatories to the Company’s bank accounts and the
revocation of existing authorities to operate those bank accounts, as notified
under clause 4.2(b);


 


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


 


(e)           ensure
the execution and (if applicable) contemporaneous completion of the Completion
Contracts; and


 


14





















 


(f)            do
all other things which are required by this Agreement to be done by the Vendors
at Completion, or which are reasonably required by the Purchaser to give to the
Purchaser the full possession and benefit of the Sale Shares.


 


Loan Account


 


5.4           Immediately
following Completion, the parties will procure that the Company repays the Loan
Account by paying each person listed in Part C of Annexure 2 their
relevant portion of the Loan Account as set out in Part C of Annexure 2.


 


Purchaser’s Constitution


 


5.5           Each
of the Vendors agrees to be bound by the constitution of the Purchaser on issue
to it of the Share Consideration.


 


Post Completion


 


5.6           After
Completion the Vendors must:


 


(a)           give
to the directors of the Company all information and explanations about the
Business and affairs of the Company prior to Completion as those directors
reasonably require to comply with any statutory requirements or otherwise for
the Company to conduct the Business; and


 


(b)           use
best endeavours to procure as soon as practicable an assignment of the Property
Lease to the Company or the execution of a new lease of the Leasehold Property
between the lessor and the Company on similar terms as the current Property
Lease.


 


Exercise of rights of registered shareholder


 


5.7           From
Completion, 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 the
Purchaser:


 


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


 


(b)           not
itself attend or vote at those meetings; and


 


(c)           take
all other actions in the capacity of a registered holder of the Sale Shares as
the Purchaser reasonably directs.


 


Indemnity


 


5.8           The
Purchaser indemnifies the Vendor from all liability arising from or in
connection with:


 


(a)           any
action taken by the Purchaser or the Purchaser’s nominees under or purportedly
under to the proxy referred to in clause 5.7; and


 


(b)           any
action taken by the Vendor under clause 5.7.


 


15

















 


6              Warranties and indemnity


 


Warranties


 


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


 


6.2           Each
Warranty is separate and independent and unless expressly provided is not
limited by reference to any other Warranty or provision of this Agreement.  Each of the Vendors provides each Warranty on
a joint and severable basis.


 


6.3           Where
any statement in the Warranties is qualified by the expression “so far as the
Vendors are aware” or “to the best of the Vendors’ knowledge and belief” or any
similar expression referring to the Vendors awareness or knowledge, that
statement will be deemed to include an additional statement that it has been
made after due and careful enquiry and includes all matters, events or
circumstances of which the Vendors or the Company should reasonably be aware or
know.


 


Reliance


 


6.4           The
Vendors acknowledge that the Purchaser has been induced to enter into this
Agreement by the Warranties and has fully relied on the truth and accuracy of
the Warranties.


 


Disclosures


 


6.5           No
other information about the Company of which the Purchaser has knowledge
(actual or constructive) and no investigation by or on behalf of the Purchaser
will affect any claim made by the Purchaser under the Warranties or operate to
reduce any amount recoverable by the Purchaser.


 


Indemnity


 


6.6           The
Vendors indemnify the Purchaser (for itself and as trustee for the Company)
against all proceedings, actions, claims, demands, losses (including any
decrease in the value of the Assets or the value of the Sale Shares, whether or
not realised), Liabilities, damages, costs and expenses (Indemnified Matters)
which may be made, brought against, suffered or incurred by the Purchaser and
the Company, and which arise directly or indirectly out of or in connection
with:


 


(a)           any
Warranty being untrue, inaccurate or misleading;


 


(b)           any
breach of this Agreement by the Vendors;


 


(c)           any
activity of the Company which occurred prior to Completion;


 


(d)           any
book debts which are more than 3 months old as at the Completion Date which are
not repaid within 90 days of the Completion Date; or


 


(e)           any
employee or consultancy entitlements prior to and including the Completion Date
which have not been disclosed in either the Accounts or Annexure 9,


 


whether or not
the Indemnified Matters are within the parties’ reasonable contemplation as at
the date of this Agreement.


 


16





















 


Waiver of rights against the Company


 


6.7           The
Vendors agree with the Purchaser (for itself and as trustee for the Company and
the Company’s respective officers, employees and advisers) to waive any rights
which the Vendors may have for any misrepresentation or inaccuracy in, or
omission of, any information or advice supplied by the Company, its officers,
employees and advisers  and  relied on by the Vendors in giving the
Warranties.


 


Prompt disclosure of breach


 


6.8           The
Vendors must immediately disclose to the Purchaser anything which may arise or
become known to them which:


 


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


 


(b)           has or
is likely to have, an adverse effect on the financial position or prospects of
the Company.


 


Assignment of Warranties


 


6.9           The
benefit of the Warranties may be assigned in whole or in part.


 


Warranty/indemnity payments


 


6.10         If any
sum 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 the
recipient), that sum must be increased by the amount necessary to ensure that
after deduction, withholding or payment of Tax, the receiving party will
receive an amount equal to the sum otherwise required to be paid.


 


Escrowed Share Consideration


 


6.11         The
Vendors acknowledge and agree that:


 


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


 


(b)           the
power of attorney granted to the Purchaser does not prejudice the Purchaser’s
right to any other course of action or recourse in addition to, or as an
alternative to that contemplated in clause 6.11(a),


 


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


 


(c)           any
funds resulting from such sale are held on trust by a third party (to be agreed
upon between the parties and in the absence of agreement as directed by the
Expert);


 


(d)           on
resolution of the dispute, funds are distributed in accordance with the
directions of the Expert; and


 


(e)           any
surplus is then provided to the Vendors.


 


17
















 


Dispute


 


6.12         If any
party disputes any matter in relation to this Agreement, the party must issue a
Dispute Notice to the other party setting out in reasonable detail the basis of
the dispute.


 


6.13         The
parties must negotiate in good faith to resolve any dispute within 10 Business
Days after the issue of a Dispute Notice.


 


6.14         If the
dispute is not resolved under clause 6.13, the parties must appoint an
Expert.


 


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


 


6.16         The
Expert must be directed by the parties to settle any matter in dispute within
10 Business Days of its appointment by:


 


(a)           having
regard to any written submissions made to the Expert by the parties or their
representatives within 5 Business Days of the appointment of the Expert; and


 


(b)           making
such enquiries or inspections as the Expert considers in its absolute
discretion to be necessary;


 


6.17         The
determination of the Expert as to the matters in dispute, the form and content
of the determination will (in the absence of manifest error) be final and
binding on the parties.


 


6.18         In
making its determination the Expert will act as an expert and not as an
arbitrator.


 


6.19         The
costs of the Expert shall be borne by the parties in accordance with the Expert’s
determination.


 


7             Guarantee


 


Consideration to Guarantor


 


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


 


Guarantee from Guarantor


 


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


 


Indemnity


 


7.3           The
Guarantor unconditionally and irrevocably indemnifies and keeps indemnified the
Purchaser against all losses, damages, costs, charges, liabilities and expenses
which the Purchaser may at any time suffer or incur because of any of the
following:


 


(a)           an
obligation of Jannor expressed in this Agreement is void, voidable or wholly or
partially unenforceable;


 


18

















 


(b)           the
Purchaser has to disgorge any money paid to it on Jannor’s account under this
Agreement; or


 


(c)           Jannor
fails to perform an obligation under this Agreement, including without
limitation, a breach of Warranties by Jannor as Vendor.


 


Payment of money by Guarantor


 


7.4           The Guarantor must pay money owing under this Agreement in
immediately available funds without deduction.


 


Acknowledgments by Guarantor


 


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


 


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


 


(b)           the Purchaser compounding
or compromising with or wholly or partially releasing Jannor, the Vendors or
another person;


 


(c)           laches, acquiescence, delay, acts, omissions or mistakes by the
Purchaser;


 


(d)           the Purchaser taking, varying, wholly or partially discharging or
otherwise dealing with or losing or impairing any security for any Vendor’s
obligations under this Agreement or a security of that kind being or becoming
void, voidable or unenforceable;


 


(e)           a person who is intended to assume liability as a guarantor under this
Agreement 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 to
any of those actions or events,


 


and to avoid any doubt, the obligations and liabilities
of the Guarantor are not more onerous than the obligations and liabilities of
Jannor.


 


8             Non-compete


 


General obligations


 


8.1           Subject
to clause 8.3, each of the Vendors must not, and must ensure that the Vendor
Associates do not, directly or indirectly, whether solely or jointly with any
other person, and whether as principal, agent, director, executive officer,
employee, shareholder, partner, joint venturer, adviser, consultant or
otherwise:


 


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


 


(b)           for a
period of 3 years after Completion canvass, solicit, or entice away from the
Company the custom of any person who as at Completion or at any time during the
period of 12 months prior to Completion was a client, customer, identified
prospective 


 


19

















 


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


 


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


 


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


 


(e)           use or
register 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 words
in such a way as to be capable of or likely to be confused with any Business
Name, Trade Marks or name of the Company;


 


(f)            without
the 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 to
or a customer of any Group Company;


 


(g)           in the
course of carrying on any trade or business, claim, represent or otherwise
indicate any present association with the Company or, for the purpose of
obtaining or retaining any business or custom, claim, represent or otherwise
indicate any past association with the Company; or


 


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


 


Restraints fair and reasonable


 


8.2           The
Vendors acknowledge that:


 


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


 


(b)           the
restraints contained in clause 8.1 are:


 


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


 


(ii)           reasonably
required by the Purchaser to protect the business, financial and proprietary
interests of the Company.


 


Exceptions


 


8.3           Nothing
in this clause 8 prevents the Vendors from holding for investment purposes
only marketable securities quoted at the time of acquisition on a stock
exchange in Australia or elsewhere;


 


Severability


 


8.4           Each
of the obligations set out in clause 8.1 is severable and independent so
that if clause 8.1 or any part or provision of it is unenforceable then
that clause or that part will be deemed eliminated or modified to the minimum
extent necessary to make this Agreement or that clause or part enforceable.


 


20

















 


9             Confidentiality and announcements


 


Provisions to remain confidential


 


9.1           Subject
to clauses 9.2 and 9.3 each party must not, without the prior written
consent of the other parties, disclose:


 


(a)           the
content or effect of this Agreement; or


 


(b)           prior
to Completion, any Confidential Information obtained by the Purchaser, its
officers, employees and advisers from the Vendors, the Company, and their
respective officers, employees and advisers.


 


Permitted disclosures


 


9.2           A
party may make disclosures:


 


(a)           to
those of its employees, officers, professional or financial advisers and
bankers as the party reasonably thinks necessary to give effect to this
Agreement but only on a strictly confidential basis; and


 


(b)           if
required by law, after the form and terms of that disclosure have been notified
to the other party and the other party has had a reasonable opportunity to
comment on the form and terms.


 


Announcements


 


9.3           Any
party may make announcements or statements at any time in the form and on the terms
previously agreed by the parties in writing, which agreement must not be
unreasonably withheld.


 


Return of information in the event of termination


 


9.4           If
this Agreement is terminated prior to Completion the Purchaser must return to
the Vendors:


 


(a)           all
Confidential Information in written or deliverable form; and


 


(b)           any
other information obtained by the Purchaser, its officers, employees and
advisers from the Vendors, the Company and their respective officers, employees
and advisers.


 


10           Notices


 


Requirements


 


10.1         All
notices must be:


 


(a)           in
legible writing and in English;


 


(b)           addressed
to the recipient at the address or facsimile number set out below or to such
other address or facsimile number as that party may notify to the other
parties:


 


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)           signed
by the party or where the sender is a company by an officer of that company or
under the common seal of that company; and


 


(d)           sent
to the recipient by hand, prepaid post (airmail) or facsimile.


 


Receipt


 


10.2         Without
limiting any other means by which a party may be able to prove that a notice
has been received by another party, a notice will be deemed to be duly
received:


 


(a)           if
sent by hand when left at the address of the recipient;


 


(b)           if
sent by pre-paid post, 3 days (if posted within Australia to an address in
Australia) or 10 days (if posted from one country to another) after the date of
posting; or


 


(c)           if
sent by facsimile, upon receipt by the sender of an acknowledgment or transmission
report generated by the machine from which the facsimile was sent indicating
that 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’s
facsimile on a day which is not a Business Day, or after 5.00 pm on a Business
Day, recipient’s local time the notice is deemed to be duly received by the
recipient at 9.00 am on the first Business Day after that day.


 


11           General Provisions


 


 Costs


 


11.1         Each
party must pay its own costs in respect of this Agreement and the documents
contemplated by this Agreement except that the Purchaser must pay any stamp
duty payable on this Agreement, the transfer of the Sale Shares and any other
documents contemplated by this Agreement.


 


Non-merger


 


11.2         The
warranties, other representations and covenants by the parties in this
Agreement are continuing and will not merge or be extinguished on Completion.


 


Indemnities


 


11.3         The
indemnities contained in this Agreement are:


 


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


 


22

















 


(b)           absolute
and unconditional and unaffected by anything which otherwise might have the
effect of prejudicing, releasing, discharging or affecting the liability of the
party giving the indemnity.


 


Invalid or unenforceable provisions


 


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


 


(a)           it is
to be read down or severed in that jurisdiction to the extent of the invalidity
or unenforceability; and


 


(b)           it
does not affect the validity or enforceability of:


 


(i)            that
provision in another jurisdiction; or


 


(ii)           the
remaining provisions.


 


Waiver and exercise of rights


 


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


 


11.6         A waiver
is effective only in the specific instance and for the specific purpose for
which it is given.


 


11.7         A single
or partial exercise of a right by a party does not preclude another or further
exercise or attempted exercise if that right or the exercise of another right.


 


11.8         Failure
by a party to exercise or delay in exercising a right does not prevent its
exercise or operate as a waiver.


 


Amendment


 


11.9         This
Agreement may be amended only by a document signed by all parties.


 


Counterparts


 


11.10       This Agreement
may be signed in counterparts and all counterparts taken together constitute
one document.


 


Further assurances


 


11.11      Each party must, at its own
expense, whenever requested by another party, promptly do or arrange for others
to do everything reasonably necessary to give full effect to this Agreement and
the transactions contemplated by this Agreement.


 


Assignment


 


11.12      Subject to clause 6.9 a
party must not transfer, assign, create an interest in or deal in any other way
with any of its rights under this Agreement without the prior written consent
of the other parties.


 


Entire agreement


 


11.13      This Agreement with any
documents referred to in this Agreement or executed in connection with this
Agreement is the entire agreement of the parties about the subject matter of
this 


 


23

















 


Agreement
and supersedes any representations, negotiations, arrangements, understandings
or agreements and all other communications.


 


Rights cumulative


 


11.14       The
rights, remedies and powers of the parties under this Agreement are cumulative
and not exclusive of any rights, remedies or powers provided to the parties by
law.


 


Consents and Approvals


 


11.15       A party
may give its approval or consent conditionally or unconditionally or withhold
its approval or consent in its absolute discretion unless this Agreement
expressly provides otherwise.


 


Jurisdiction


 


11.16       Each party
irrevocably and unconditionally:


 


(a)           submits
to the non-exclusive jurisdiction of the courts of New South Wales; and


 


(b)           waives
any claim or objection based on absence of jurisdiction or inconvenient forum.


 


Governing Law


 


11.17       This
Agreement is governed by the laws of New South Wales.


 


24

















 


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

















 


	
  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

















 


	
  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
















 


Annexure 1


 


Warranties


 


1             Corporate


 


Jurisdictions of incorporation or registration (as
applicable) and conduct of business


 


1.1           Annexure
8 sets out complete and accurate details
for the Company of:


 


(a)           the
place of incorporation or registration (as applicable);


 


(b)           the
registered office and principal business premises;


 


(c)           all
jurisdictions in which the Business is conducted; and


 


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


 


Authority


 


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


 


No conflict with other obligations


 


1.3           The
entry into and performance of this Agreement  does
not breach:


 


(a)           any
obligation (including any statutory, contractual or fiduciary obligation) of
the Company;


 


(b)           any
law; or


 


(c)           the
constitution of the Company


 


Books and Records


 


1.4           All
Books and Records:


 


(a)           are
complete and accurate;


 


(b)           have
been prepared and maintained in accordance with all relevant laws and
Accounting Standards; and


 


(c)           will
either be delivered to the Purchaser or be in the possession of the Company at
the Properties on Completion.


 


Shareholdings and membership


 


1.5           The
Company has no subsidiaries.


 


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


 


(a)           the
legal or beneficial owner of any share, debenture, note or other interest of or
in any other corporation; or


 


(b)           a
member of any partnership, joint venture, consortium or other unincorporated
association.


 


28

















 


Issued share capital


 


1.7          The
Vendors are the legal and beneficial owners of the Sale Shares free of all
Third Party Interests.


 


1.8          The
Sale Shares are fully paid.


 


1.9          The
Sale Shares are all of the issued shares in the capital of the Company and no
shares have been created or issued and there are no outstanding convertible
securities, options or agreements which either now or in the future:


 


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


 


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


 


1.10        Upon
Completion, the Purchaser will acquire a valid and marketable title to the Sale
Shares.


 


1.11        Other
than the buy-back of shares referred to in Warranty 1.12, the Company has never
reduced, repaid, redeemed or repurchased any of its share capital or undergone
any capital reorganisation or resolved to repurchase any of its shares.


 


1.12        The
buy-back of shares in the Company which occurred around May 2007 was
conducted in compliance with the Corporations Act 2001
and has been accurately recorded in the Company’s Books and Records and
disclosed to the Purchaser.


 


1.13        All legal
requirements for the formation of the Company and the issue of the Sale Shares
have been fully complied with.


 


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


 


Returns etc


 


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


 


Dividends


 


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


 


Company Constitution


 


1.17         The
Vendors have delivered to the Purchaser a complete and accurate copy of the
constitution of the Company.


 


1.18         The
Company 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 Agreement
there have been no material reports made by accountants or by financial or
management consultants concerning the Company  or
the whole or a substantial part of its Assets or undertaking.


 


29

















 


Officers


 


1.20        Part A
of Annexure 9 sets out complete and
accurate details of the present directors, secretary, auditor and Public
Officer of the Company immediately prior to Completion.


 


Insolvency events


 


1.21        Liquidation/winding up/appointment
of administrator or receiver etc:  The Company has not had:


 


(a)           a
liquidator or provisional liquidator appointed;


 


(b)           a
receiver, receiver and manager, trustee, controller, official manager or
similar officer appointed;


 


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


 


(d)           an
application made for the appointment of an administrator, liquidator or
provisional liquidator;


 


over all or part of the business, Assets or revenues of the Company and
neither the Company  or its
Directors have passed a resolution for any such appointment; or


 


(e)           an
application made for the winding up of the Company.


 


1.22        Execution:  No execution, distress or similar
process has been levied upon or against all or any part of the business, Assets
or revenues of the Company.


 


1.23        Schemes of arrangement:  The
Company has not:


 


(a)           entered
into or resolved to enter into any scheme of arrangement, composition, assignment
for the benefit of, or other arrangement with its creditors or any class of
creditors; or


 


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


 


1.24        Statutory demands:  The
Company 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 of
the operation of section 459F(1) of the Corporations
Act 2001.


 


1.25        Solvency:  The
Company:


 


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


 


(b)           is not
insolvent or presumed to be insolvent under any law; and


 


(c)           is not
insolvent under administration as defined in Section 9 of the Corporations Act  2001 or has not
taken any action which could result in that event.


 


1.26        Striking off:  The
Company:


 


(a)           has
not received a notice under sections 601AA or 601AB of the Corporations
Act 2001; and


 


30

















 


(b)           has
not been struck off the register of Companies or dissolved and there is no
action proposed by the Australian Securities and Investments Commission to do
so.


 


2             Accounts


 


Details


 


2.1          Annexure
10 sets out a complete and accurate copy
of the Accounts.


 


Preparation


 


2.2           The
Accounts:


 


(a)           have
been prepared:


 


(i)            in
accordance with the Accounting Standards; and


 


(ii)           on a
basis which is consistent with the previous three years’ practice (except as
disclosed in the notes to the Accounts);


 


(b)           give a
true 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)           have
been prepared on the basis that the value of current assets does not exceed the
lesser of the cost or the net realisable value on a going concern basis as at
the Accounts Date;


 


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


 


(e)           are
not affected by any non-recurring or exceptional items;


 


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


 


(g)           make
full provision for long-service leave, holiday pay and other employee
entitlements payable to the employees of the Company as if all of their
services had been terminated on the Accounts Date;


 


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


 


(i)            accurately
record all assets of the Company and:


 


(i)            all fixed
assets have been properly depreciated in accordance with the Accounting
Standards; and


 


(ii)           no
amount attributed to any asset is in excess of its fair market value.


 


Accountants


 


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


 


31

















 


Vendor Associates


 


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


 


Matters since the Accounts Date


 


2.5          Since
the Accounts Date:


 


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


 


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


 


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


 


(d)           the
Company and the Vendors have maintained the Business intact and as a going
concern and preserved the goodwill of its suppliers, employees, customers and
others having commercial dealings with it;


 


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


 


(f)            the
Company has not:


 


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


 


(ii)           cancelled
or 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 more
than $10,000; or


 


(iv)          materially
altered or agreed to materially alter the terms of service of any officer or
employee.


 


3             Assets


 


General warranties


 


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


 


3.2          All assets:  The Assets:


 


(a)           are in
the possession of the Company; and


 


(b)           are
all of the assets necessary for the proper conduct of the Business in the
ordinary course.


 


32

















 


3.3          Use of Assets generally:


 


(a)           There
are no outstanding proposals of, or notices, orders or directions given by any
Government Agency about the Assets  or their use.


 


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


 


(i)            result
in any order, notice, direction or proposal; or


 


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


 


Stock


 


3.4          All
Stock:


 


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


 


(i)            is in
good condition and of normal merchantable quality fit for the purpose for which
it is intended to be used; and


 


(ii)           conforms
with all requirements of any law.


 


(b)           All
Stock which is finished products is capable of:


 


(i)            being
sold by the Company  in the
ordinary course of business to a purchaser at current list price without rebate
or allowance; and


 


(ii)           being
warranted by the Company  on the normal terms
which warranties are given for those products at the date of this Agreement.


 


(iii)          The
level of Stock is not materially different from the levels in existence as at
the Accounts Date.


 


(c)           The
value of slow moving or obsolete Stock is not higher than that shown in the
Accounts.


 


(d)           As far
as the Vendors are aware there are no deficiencies or defects in any Stock
which may result in claims being made against the Company after the date of
this Agreement, and there are no unsatisfied or outstanding claims.


 


Plant and Equipment


 


3.5          All
Plant and Equipment:


 


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


 


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


 


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


 


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


 


33

















 


Rental Assets and Rental Contracts


 


3.7           Annexure
12 sets out complete and accurate
particulars of the material terms of all the Rental Contracts.


 


3.8          The
Company enjoys quiet possession of the Rental Assets.


 


Properties


 


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


 


3.10        All Third
Party Interests affecting the Properties have been complied with.


 


3.11        There are
no covenants, restrictions, burdens, stipulations, encroachments or outgoings
affecting the Properties which are of an onerous or unusual nature or conflict
with the present use of the Properties or any part or parts of the Properties
or materially affect the value of the Properties.


 


3.12        No
improvement, modification, addition or other development has been carried out
in relation to the Properties without any required Authorisation having been
properly obtained or without any conditions or restrictions imposed having been
properly observed and performed.


 


3.13        No
application for any modification, addition or other development to the
Properties has been made and refused by any Government Agency.


 


3.14        All
buildings, structures or other improvements on the Properties are in good and
substantial repair and condition.


 


3.15        All
water, sewerage, drainage, electricity, gas, telephone and other services and
utilities used or available to the Properties exist and are available with the
statutory rights and approval of all relevant Government Agencies and, as
necessary, by registered easement with any property owners over which any of
such services or utilities exist or are provided.


 


3.16         The use
and occupation of the Properties has at all times complied with the
Environmental Laws.


 


3.17         Except
as set out in Annexure 6, no underground
storage tanks are or have been located on any of the Properties.


 


3.18         The
Company does not own any freehold property.


 


Property Leases


 


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


 


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


 


3.21        The
Vendors know of no reason why each of the Property Leases should not be
assigned or a fresh lease granted in favour of the Company on terms as
favourable as the existing terms of the Property Leases as soon as practicable
after Completion.


 


34

















 


3.22        The
registrable Property Leases and all registrable options for renewal of the
Property Leases have been properly registered in the appropriate office or
registry.


 


3.23        There are
no circumstances that would either entitle or require a landlord of any
Leasehold Property or any other person to exercise any power of entry or
possession or which might restrict or terminate the continued possession or
occupation by the Company of any of the Leasehold Properties.


 


3.24        The
Company is not engaged in any negotiation for review of the rent payable under
any Property Lease.


 


3.25        The
Company has not at any time assigned or otherwise disposed of its interest in
any property so that it has any continuing Liabilities whether for payment of
rent or otherwise.


 


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


 


Computer Software


 


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


 


Contracts


 


3.28         General issues:  Each
of the Contracts:


 


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


 


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


 


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


 


(d)           is
profitable and will continue to be profitable;


 


(e)           does
not entitle any person to a commission, remuneration, royalty or payment of any
nature from the Company calculated by reference to the whole or part of the
turnover, profits or sales of the Company;


 


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


 


(g)           does
not restrict the freedom of the Company to engage in any activity or business
in any area; and


 


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


 


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


 


(a)           is
capable of performance by the Company  on time without
undue or unusual expenditure or effort;


 


(b)           does
not require expenditure in excess of $10,000 for any individual asset or does
not involve capital commitments exceeding $10,000 in total;


 


35

















 


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


 


(d)           is not
otherwise of a nature or magnitude or length which ought reasonably be made
known to an intending Purchaser of the Sale Shares.


 


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


 


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


 


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


 


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


 


3.32        Offers, tenders etc:  All offers, tenders, or
quotations made by the Company  and still
outstanding and capable of acceptance by a third party were made in the
ordinary course of business.


 


3.33        Breach:


 


(a)           No
party 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 agreement
referred to in Annexure 7); and


 


(b)           As far
as the Vendors are aware there are no facts or circumstances which may result
in a breach.


 


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


 


Intellectual Property Rights


 


3.35        Title:


 


(a)           Annexure
3 sets out a complete and accurate list
and description of all Intellectual Property Rights.


 


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


 


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


 


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


 


36

















 


3.38        Claims and infringement:


 


(a)           The
Company has taken or caused to be taken all necessary steps to protect and
defend the Intellectual Property Rights including the timely renewal of all
Intellectual Property Rights.


 


(b)           Neither
the Intellectual Property Rights nor any product, substance or other material
sold, used or employed by the Company infringes the rights of any other person
or is the subject of any claims or any pending or threatened proceedings for
alleged infringements, and neither the Company nor the Vendors have settled any
claims or proceedings alleging infringement.


 


(c)           There
are no infringements of the Intellectual Property Rights and neither the
Company nor the Vendors have made any claims or commenced or threatened to
commence proceedings or settled any claims or proceedings alleging
infringement.


 


3.39        Payments:


 


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


 


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


 


(ii)           require
the permission or consent of any third party;


 


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


 


(b)           All
registration and renewal fees regarding the Intellectual Property Rights due on
or before Completion have been paid in full.


 


3.40        All necessary rights:  The Intellectual Property
Rights comprise all of the rights necessary for the proper conduct of the
Business in the ordinary course.


 


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


 


Cash at bank and debtors


 


3.42        Cash at bank:  All amounts received by the
Company  have been deposited with the banks
detailed under clause 4.1(a) and appear in the appropriate accounting
books of the Company.


 


3.43        Customers and suppliers not to be
affected:   So far as the Vendors are
aware following a change:


 


(a)           in the
control of the Company; or


 


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


 


the customers of, or suppliers to, the Company  will
remain customers or suppliers (including Camelot Farms) to the same extent and
upon 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)           All
book 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 of
Completion.


 


37

















 


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


 


(c)           The
Company has not released or settled any book debt shown in the Accounts for an
amount less than that shown in the Accounts.


 


4             Authorisations and information


 


Authorisations


 


4.1          Compliance:


 


(a)           No
Authorisation is required for the sale of the Sale Shares by the Vendors to the
Purchaser except as specified in this Agreement.


 


(b)           The
Company has the power to own, lease and operate the Assets and carry on the
Business.


 


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


 


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


 


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


 


(f)            No
charge, fine, penalty, order for restitution or compensation or damages and no
notice to clean up or take action has been made against the Company  in respect of its obligations under the Authorisations.


 


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


 


4.2          Licenses:


 


(a)           Annexure
11 sets out complete and accurate copies
of all of the Licences; and


 


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


 


(i)            cause
the 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, lessen
or jeopardise Newell’s ongoing relationship with Camelot Farms and any
arrangements deriving for the benefit of the Company.


 


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


 


38
















 


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


 


4.5                              Requests completed:  All written requests by any
Government Agency relating to the Company and the Business or the Properties
have been completed and complied with.


 


Confidential Information


 


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


 


4.7                              Misuse of
Confidential Information:  The Company is not aware of any actual or
alleged misuse by any person of any Confidential Information.


 


4.8                              Non-use of
information of others:  The Company does not use any processes and is
not engaged in any activities which involve the misuse of any Confidential
Information of any third party.


 


All information true and accurate


 


4.9                              All information set out in this Agreement or which has been
disclosed by the Vendors, the officers and employees of the Company or the
consultants or auditors of the Vendors to the Purchaser, its officers or
consultants 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 know
and 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 the
Company have been prepared with all due care and prudence and on a reasonable
basis.


 


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


 


5                                        Liabilities


 


General


 


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


 


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


 


Taxation


 


5.3                              Australian Business
Number (ABN):  The Company has obtained an Australian
Business Number


 


39

















 


5.4                                GST:


 


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


 


(b)                               The Company is registered with the Australian Taxation Office for
GST 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 the
Company to third party suppliers in the ordinary course of conduct of business
by the Company.


 


(e)                                There are no contracts with any customers operating which will not
allow recovery by the Company of GST from that customer.


 


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


 


(g)                               All necessary original documentation, receipts, asset registers and
other 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 accordance
with the terms of the Income Tax Assessment Act
1936 and Income Tax Assessment Act
1997 have been provided.  The original documentation, receipts, asset
registers and other information which have been provided are all accurate,
complete and not misleading and prepared in accordance with all laws and published
rulings in force as at the date of this Agreement.


 


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


 


5.5                              CGT:  The Company has not since
the time of its registration acquired any capital assets or CGT assets for
which it chose or elected for roll-over relief to apply pursuant to the terms
of 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, associated
computations, notices, claims, elections, reports, statements, summaries, and
other information required to be lodged with the Australian Taxation Office, or
provided 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 all
laws, published rulings at the time of lodgement.


 


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


 


40

















 


(a)                                required in order to prepare all returns, reports, business activity
statements and other information of the Company for the period from the last
such return, report, business activity statement and other information until
Completion have been provided;  and


 


(b)                               is accurate, complete and not misleading and prepared under all laws
and 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 or
collection of Tax;


 


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


 


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


 


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


 


5.9                                Agreements for
extension of time:  The Company has not entered into any
agreement which now or in the future may extend the period of assessment or
collection of any Tax.


 


5.10                          No schemes:  The Company has not entered
into or been a party to any scheme which had the sole or dominant purpose of
obtaining a tax benefit which could potentially attract the application of Part IVA
of 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 date
for 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 with
any Tax.


 


(b)                                 The Company has deducted all Tax required to be deducted from any
payments made by it including for interest, dividends, royalties, payments to a
non-resident or remuneration payable to employees or contractors, and has accounted for the Tax to the relevant Government
Agency, including making  all
necessary Employee Withholding Tax deductions from the remuneration of those
employees and remitting the amounts deducted to the relevant Government Agency
on or before the due date for payment.


 


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


 


5.13                        Tax since Date of
Registration:  Since
the date of registration of the Company:


 


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


 


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


 


41

















 


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


 


5.15                        Franking:  The Company has complied
with the provisions of Part IIIAA of the Income Tax
Assessment Act 1936 (Cth) and has maintained proper records of
franking debits and franking credits for the purposes of that Act.


 


5.16                        No permanent
establishment:  The Company  does
not have any permanent establishment (as that expression is defined in any
relevant Double Taxation Agreement current at the date of this Agreement)
outside of Australia.


 


5.17                        Stamp duty:  All documents to which the
Company is a party or may be interested in the enforcement of, and all
transfers 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 party
guarantees by Company:  The Company  has
not given any guarantee of any other person’s obligations or Liabilities or
indemnified any person against the acts or omissions of any third party.


 


5.19                        No third party
securities for Company’s benefit:  No person has given any guarantee or security
to any other person for any Liability of the Company.


 


5.20                        Company borrowings:  Except as disclosed in the
Accounts there are no loans, guarantees, material undertakings, material
commitments on capital account or unusual Liabilities given, made or incurred
by or on behalf of the Company.


 


5.21                        Loans and other
amounts payable to Vendor Associates:  All amounts outstanding and appearing in the
books of the Company as loan accounts repayable to any Vendor Associate , or as
amounts otherwise due to any Vendor Associate, wholly represent money or money’s
worth paid or transferred to the Company and the aggregate of the loan accounts
immediately prior to Completion does not exceed the Loan Account Amount.


 


Official investigations


 


5.22                        The Company  is not the
subject of any official investigation or inquiry and the Vendors are not aware
of 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 transactions
contemplated by this Agreement.


 


No competition


 


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


 


Litigation


 


5.25                         Proceedings or
breach:


 


42

















 


(a)                                Neither the Company  nor any person
for whom the Company  is or may be
liable is engaged in any proceedings.


 


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


 


(c)                                Neither the Company nor its officers have committed any criminal offence
or 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 rights
or any other requirement relating to Company, the conduct of the Business or
the use of the Assets.


 


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


 


5.26                        Unsatisfied
judgments:  There is no unfulfilled or unsatisfied
judgment outstanding against the Company or relating to any of the Assets.


 


Insurance


 


5.27                        Details of insurance
policies:  Annexure 13
sets out complete and accurate particulars of the material terms of the
Insurance Contracts.


 


5.28                        Insurance Contracts
valid: 
Each Insurance Contract is valid and enforceable and there is no fact or
circumstance known to the Company which would lead to any of them being
prejudiced.


 


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 ordinary
course including public risk and product liability insurance, insurance for the
actions of and injury to employees, and insurance for all of the Assets which
are of an insurable nature; and


 


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


 


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


 


5.30                        Claims:


 


(a)                                There is no claim outstanding under any insurance contract and the
Vendors 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 refused
insurance coverage.


 


Business activities


 


5.31                          Since
its incorporation until the Completion Date, in relation to its business
activities the Company has:


 


43





















 


(c)                                  complied
with all laws in Australia and throughout the world;


 


(d)                                 applied
the highest standards and best practice; and


 


(e)                                  complied
with all contractual obligations, whether express or implied.


 


6                                        Personnel


 


6.1                                General:  Part B
of  Annexure
9  sets out
complete and accurate details of:


 


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


 


(b)                               all remuneration and other arrangements to pay moneys or provide
benefits to the employees of the Company, including  any
allowance, bonus, commission, share option, share entitlement and any other
benefit provided by the Company or by which the Company is bound or has agreed
to 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 the
Completion Date.


 


6.2                                Material employment
terms: 
The Company  does not have
any:


 


(a)                                existing service or other agreements with any officers or employees
of the Company which cannot be fairly terminated by 3 months’ notice or less
without 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-employee
of the Company;


 


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


 


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


 


(f)                                  industrial agreement or enterprise agreement (whether registered or
not) or plans to introduce any such agreement, that applies to any employee or
officer of the Company.


 


6.3                                Consultants,
contractors etc:


 


(f)                                 Other
than as disclosed in Part C of Annexure 9, no person has any agreement
with 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 or
a part time or retainer basis or otherwise; and


 


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


 


Relevant Schemes


 


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


 


44

















 


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


 


6.6                              The Company has made all occupational superannuation contributions
required under any award or prescribed industrial agreement for its employees
and has satisfied all laws.  There is no
superannuation guarantee charge or liability accrued or payable for employees.


 


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


 


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


 


Industrial relations


 


6.9                              Agreements with
trade unions:  The Company is not a party to any agreement
with 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 and
any of its employees and there are no facts or circumstances known to the
Vendors which are likely to result in such an industrial dispute or pay claim.


 


6.11                        Unions/awards:  The employees of the Company
are not members of any union or subject to any industrial award or
determination.


 


6.12                        No breach:  The Company has never
breached and is not in breach of any industrial award, legislation, agreement
or determination applicable to its employees.


 


45

















 


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

















 


Annexure 3


 


Business
Names and Intellectual Property Rights


 


PART A:   Business
Names


 


	
  Name

  	
   

  	
  Owned by

  	
   

  	
  States in which

  registered

  	
   

  	
  Expiry date

  	
   

  
	
  Frozen
  Puppies Dot Com

  	
   

  	
  The Company

  	
   

  	
  NSW

  	
   

  	
  6 February 2009

  	
   

  



 


PART B:   Trade Marks


 


Not
applicable


 


PART C:   Patents


 


Not
applicable


 


PART D:   Design
registration


 


Not
applicable


 


PART E:   Trade Mark License Agreements


 


Not
applicable


 


PART F:   Website


 


www.frozenpuppies.com


www.frozenpuppies.com.au


 


PART G:   Other


 


Not
applicable


 


47

















 


Annexure 4


 


Leasehold
Properties and Property Leases


 


1.                                      Address - 3 Jones
Road, 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
















 


Annexure 5


 


Employment
Agreements


 


49

















 


Annexure 6


 


Pollutant
Details


 


Sites


 


Not applicable


 


Handlers


 


Not applicable


 


50

















 


Annexure 7


 


Agency,
distribution, marketing, franchising, licensing agreements


 


Not applicable


 


51

















 


Annexure 8


 


Registered
office 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

















 


Annexure 9


 


Officers,
employees and contractors


 


Part A:    Officers etc


 


(a)              List of directors of the Company;


 


Anthony
Thomas Wiseman


John
Frederick Newell


Scott
Cairfield Morris


Graeme
David Wright


Norman
Ian Jessup


 


(b)              List of secretaries of the Company;


 


Anthony
Thomas Wiseman


 


(c)              Public officer of the Company;


 


Anthony
Thomas Wiseman


 


(d)              Auditor of the Company;


 


Not
applicable


 


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)

  	
   

  



 


(Employees
Leave Entitlements – not applicable)


 


(b)                 Service Agreements – not
applicable;


 


(c)                 Bonus Schemes – not
applicable; and


 


(d) Share
option/incentive schemes – not applicable.


 


53

















 


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

















 


Annexure 10


 


Accounts


 


55

















 


Annexure 11


 


Licences


 


	
  Part A

  Description of Licence

  	
   

  	
  Part B

  Person required to issue Licence

  
	
   

  	
   

  	
   

  
	
  Not
  applicable

  	
   

  	
  Not
  applicable

  



 


56

















 


Annexure 12


 


Rental Contracts


 


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


etc
agreements)


 


Not
applicable


 


57
















 


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

















 


Annexure 14


 


Voluntary Restriction Agreement


 


59

















 


Annexure 15


 


Customer Warranties


 


Not applicable


 


60

















 


Annexure 16


 


Standard terms and conditions of sale


 


Not applicable


 


61

















 


Annexure 17


 


Relevant Schemes


 


	
  (a)

  	
   

  	
  All superannuation schemes, retirement benefit schemes or other
  pension schemes or arrangements

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  Current
  employees

  



 


Superannuation
Schemes


 


	
  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

  



 


Superannuation
Schemes


 


	
  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)                                  All
employment benefit plans, programs or arrangements including medical, dental or
life insurance


 


Not Applicable


 


62

















 


Annexure 18


 


Consents required


 


Not applicable


 


63