ex101.htm


     

    Exhibit
      10.1

     

     

    SHARE
      PURCHASE AGREEMENT

    
       

       

       

      JAMES
        DESIGN PTY LTD ACN 010 768 359 (“Company”)

      WPCS
        AUSTRALIA PTY LTD ACN 128 426 602 (“Buyer”)

      THE
        SHAREHOLDERS NAMED IN SCHEDULE 2 (“Sellers”)  

      THE
        DIRECTORS AND INDIVIDUALS NAMED IN SCHEDULE 2


       

       

       

       

       

       

       

       

       

       

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    
      
        	
                BACKGROUND

              	
                1

              
	
                OPERATIVE
                  PART

              	
                1

              
	
                    1
DEFINITIONS
                  AND INTERPRETATION

              	
                1

              
	
                    1.1
                  Definitions

              	
                1

              
	
                    1.2
                  Interpretation

              	
                5

              
	
                    1.3
                  Time
                  of the essence

              	
                6

              
	
                    2
SALE
                  AND PURCHASE OF SHARES

              	
                6

              
	
                    2.1
                  Sale
                  and purchase

              	
                6

              
	
                    2.2
                  Title
                  property and risk

              	
                6

              
	
                    3
PAYMENT
                  OF PURCHASE PRICE

              	
                6

              
	
                    3.1
                  Amount
                  of Purchase Price

              	
                6

              
	
                    3.2
                  Payment
                  of Purchase Price

              	
                6

              
	
                    3.3
                  Net
                  tangible asset value adjustment

              	
                6

              
	
                    3.4
                  Escrowed
                  Funds

              	
                7

              
	
                    4
BUYER’S
                  ACCESS TO INFORMATION

              	
                7

              
	
                    4.1
                  Access
                  to information

              	
                7

              
	
                    4.2
                  Access
                  during Business Hours

              	
                8

              
	
                    4.3
                  No
                  diminishing of warranties

              	
                8

              
	
                    4.4
                  Cooperation
                  by staff and representatives

              	
                8

              
	
                    4.5
                  Confidentiality

              	
                8

              
	
                    5
CONDUCT
                  OF BUSINESS UP TO COMPLETION

              	
                8

              
	
                    5.1
                  Conduct
                  of business

              	
                8

              
	
                    5.2
                  Consents

              	
                9

              
	
                    5.3
                  Other
                  Actions

              	
                9

              
	
                    5.4
                  No
                  Solicitation

              	
                9

              
	
                    5.5
                  Preservation
                  of records

              	
                9

              
	
                    5.6
                  Publicity

              	
                10

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                    5.7
                  Use
                  of name

              	
                10

              
	
                    5.8
                  Employment
                  Agreement – Steven Peter James

              	
                10

              
	
                    5.9
                  Board
                  of Directors

              	
                10

              
	
                    5.10
                  Financial
                  information

              	
                10

              
	
                    5.11
                  Financial
                  statements

              	
                10

              
	
                    5.12
                  Elimination
                  of non-business financial obligations

              	
                10

              
	
                    6
COMPLETION

              	
                11

              
	
                    6.1
                  Date
                  and place for Completion

              	
                11

              
	
                    6.2
                  Obligations
                  of the Sellers on Completion

              	
                11

              
	
                    6.3
                  Obligations
                  of the Buyer on Completion

              	
                12

              
	
                    6.4
                  Directors’
                  meeting – the Company

              	
                13

              
	
                    6.5
                  Directors’
                  meeting – the Buyer

              	
                13

              
	
                    6.6
                  Bank
                  authorities and minimum balance

              	
                13

              
	
                    6.7
                  Shareholder
                  loan accounts

              	
                13

              
	
                    6.8
                  Capital
                  and in specie distributions

              	
                13

              
	
                    6.9
                  No
                  debts incurred up to Completion

              	
                13

              
	
                    7
WARRANTIES
                  AND REPRESENTATIONS ABOUT THE COMPANY

              	
                13

              
	
                    7.1
                  Material
                  events

              	
                13

              
	
                    7.2
                  Non-budgeted
                  expenditure

              	
                13

              
	
                    7.3
                  Carriage
                  of business

              	
                14

              
	
                    7.4
                  Dividends

              	
                14

              
	
                    7.5
                  Australian
                  Securities & Investments Commission

              	
                14

              
	
                    7.6
                  Third
                  party consents

              	
                14

              
	
                    7.7
                  No
                  winding up

              	
                15

              
	
                    7.8
                  No
                  external administration

              	
                15

              
	
                    7.9
                  Incorporation
                  of the Company

              	
                15

              
	
                    7.10
                  Authority
                  to carry on business

              	
                15

              
	
                    7.11
                  Board
                  & Shareholder approval

              	
                15

              
	
                    7.12
                  Authority
                  to perform Agreement

              	
                15

              


      

      
         

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                    7.13
                  Authorised
                  and issued Share capital

              	
                15

              
	
                    7.14
                  Ownership
                  of issued Shares

              	
                15

              
	
                    7.15
                  Share
                  options, warrants, calls and other agreements

              	
                16

              
	
                    7.16
                  Shareholder
                  rights of pre-emption

              	
                16

              
	
                    7.17
                  Shareholder
                  agreements

              	
                16

              
	
                    7.18
                  Company
                  records

              	
                16

              
	
                    7.19
                  Minute
                  Books

              	
                16

              
	
                    7.20
                  Subsidiaries

              	
                16

              
	
                    7.21
                  Financial
                  statements

              	
                17

              
	
                    7.22
                  Records
                  and books of account

              	
                18

              
	
                    7.23
                  Absence
                  of undisclosed liabilities

              	
                18

              
	
                    7.24
                  Taxes

              	
                18

              
	
                    7.25
                  Accounts
                  receivable

              	
                20

              
	
                    7.26
                  Inventory

              	
                20

              
	
                    7.27
                  Machinery
                  and Equipment

              	
                20

              
	
                    7.28
                  Real
                  property matters

              	
                21

              
	
                    7.29
                  Leases

              	
                21

              
	
                    7.30
                  Intellectual
                  property rights

              	
                21

              
	
                    7.31
                  Insurance
                  policies

              	
                22

              
	
                    7.32
                  Banking
                  and personnel lists

              	
                23

              
	
                    7.33
                  Third
                  party contracts

              	
                23

              
	
                    7.34
                  Compliance
                  with the law

              	
                25

              
	
                    7.35
                  Litigation
                  and disputes

              	
                25

              
	
                    7.36
                  Absence
                  of certain changes or events

              	
                26

              
	
                    7.37
                  Employee
                  benefit plans

              	
                27

              
	
                    7.38
                  Service
                  warranties and service liabilities

              	
                28

              
	
                    7.39
                  Company
                  assets

              	
                28

              
	
                    7.40
                  Absence
                  of certain commercial practices

              	
                28

              
	
                    7.41
                  Licenses,
                  permits, consents and approvals

              	
                28

              


      

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                    7.42
                  Environmental
                  matters

              	
                29

              
	
                    7.43
                  Broker

              	
                29

              
	
                    7.44
                  Related
                  party transactions

              	
                29

              
	
                    7.45
                  Anti-Money
                  Laundering and Counter Terrorism Financing Act

              	
                30

              
	
                    7.46
                  Disclosure

              	
                30

              
	
                    8
WARRANTIES
                  AND REPRESENTATIONS ABOUT THE SELLERS

              	
                31

              
	
                    8.1
                  Shares
                  unencumbered

              	
                31

              
	
                    8.2
                  No
                  Claim on the Company

              	
                31

              
	
                    8.3
                  Standing
                  & solvency

              	
                31

              
	
                    8.4
                  Authority

              	
                31

              
	
                    8.5
                  Third
                  party consents

              	
                31

              
	
                    8.6
                  Litigation

              	
                32

              
	
                    8.7
                  Broker

              	
                32

              
	
                    8.8
                  Anti-Money
                  Laundering and Counter Terrorism Financing Act.

              	
                32

              
	
                    9
WARRANTIES
                  AND REPRESENTATIONS ABOUT THE BUYER

              	
                32

              
	
                    9.1
                  Incorporation

              	
                32

              
	
                    9.2
                  Authority

              	
                32

              
	
                    9.3
                  Third
                  party consents

              	
                33

              
	
                    9.4
                  Litigation

              	
                33

              
	
                    9.5
                  Broker

              	
                33

              
	
                    9.6
                  Anti-Money
                  Laundering and Counter Terrorism Financing Act

              	
                33

              
	
                    10
                  COMPANY
                  TAXATION

              	
                34

              
	
                    10.1
                  Tax
                  periods beginning before and ending after the Completion
                  Date

              	
                34

              
	
                    10.2
                  Refunds
                  and tax benefits

              	
                35

              
	
                    10.3
                  Cooperation
                  on Tax matters

              	
                35

              
	
                    11
                  INDEMNIFICATION

              	
                36

              
	
                    11.1
                  Sellers’
                  indemnities

              	
                36

              
	
                    11.2
                  Buyer’s
                  indemnities

              	
                36

              
	
                    11.3
                  Limitations

              	
                37

              


      

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      
        	
                    11.4
                  Procedures

              	
                37

              
	
                    11.5
                  Professional
                  indemnity insurance

              	
                28

              
	
                    11.6
                  Taxation
                  of indemnity payments

              	
                28

              
	
                    12
                  RESTRAINT
                  OF TRADE

              	
                39

              
	
                    12.1
                  Restraint

              	
                39

              
	
                    12.2
                  Area
                  of restraint

              	
                39

              
	
                    12.3
                  Period
                  of restraint

              	
                40

              
	
                    12.4
                  Capacity
                  of restraint

              	
                40

              
	
                    12.5
                  Severability

              	
                40

              
	
                    12.6
                  Exceptions

              	
                40

              
	
                    13
                  CONFIDENTIALITY

              	
                40

              
	
                    13.1
                  Confidentiality
                  and use

              	
                40

              
	
                    13.2
                  Exceptions

              	
                41

              
	
                    13.3
                  Notification
                  of breach

              	
                41

              
	
                    13.4
                  Remedies
                  for breach of confidentiality

              	
                41

              
	
                    13.5
                  Survival
                  of terms

              	
                41

              
	
                    14
                  TRANSFER
                  DUTY AND LEGAL COSTS

              	
                41

              
	
                    14.1
                  Transfer
                  Duty

              	
                41

              
	
                    14.2
                  Legal
                  costs

              	
                41

              
	
                    15
                  GENERAL

              	
                41

              
	
                    15.1
                  Amendment

              	
                41

              
	
                    15.2
                  No
                  waiver

              	
                41

              
	
                    15.3
                  Entire
                  agreement

              	
                41

              
	
                    15.4
                  Severability

              	
                42

              
	
                    15.5
                  Survival
                  of representations and warranties

              	
                42

              
	
                    15.6
                  Further
                  assurances and good faith

              	
                42

              
	
                    15.7
                  Specific
                  Performance

              	
                42

              
	
                    15.8
                  Successors
                  and assigns

              	
                42

              
	
                    15.9
                  Privity
                  of contract

              	
                42

              
	
                    15.10
                  Assignment

              	
                42

              
	
                    15.11
                  Notices

              	
                43

              
	
                    15.12
                  Party
                  acting as trustee

              	
                43

              
	
                    15.13
                  Governing
                  law

              	
                44

              
	
                    15.14
                  Counterparts
                  & exchange by fax

              	
                44

              
	
                SCHEDULE
                  1 – AGREEMENT DETAILS

              	
                45

              
	
                SCHEDULE
                  2 – PARTY DETAILS

              	
                46

              
	
                SCHEDULE
                  3 – COMPANY SHARES

              	
                47

              
	
                SCHEDULE
                  4 – COMPANY SUBSIDIARIES

              	
                48

              
	
                SCHEDULE
                  5 – THIRD PARTY CONSENTS

              	
                49

              
	
                SCHEDULE
                  6 – SPECIAL INCOME IN FINANCIAL STATEMENTS

              	
                50

              
	
                SCHEDULE
                  7 – COMPANY LIABILITIES

              	
                51

              
	
                SCHEDULE
                  8 – TAX RETURNS

              	
                52

              
	
                SCHEDULE
                  9 – ACCOUNTS RECEIVABLE

              	
                53

              
	
                SCHEDULE
                  10 – INVENTORY

              	
                54

              
	
                SCHEDULE
                  11 – FIXED ASSETS

              	
                55

              
	
                SCHEDULE
                  12 – LEASES

              	
                56

              
	
                SCHEDULE
                  13 – INTELLECTUAL PROPERTY RIGHTS

              	
                57

              
	
                SCHEDULE
                  14 – INSURANCE POLICIES

              	
                58

              
	
                SCHEDULE
                  15 – THIRD PARTY CONTRACTS

              	
                59

              
	
                SCHEDULE
                  16 – LEGAL VIOLATIONS & INFRINGEMENTS

              	
                60

              
	
                SCHEDULE
                  17 – LITIGATION & DISPUTES

              	
                61

              
	
                SCHEDULE
                  18 – ACTIONS OUTSIDE ORDINARY COURSE OF BUSINESS

              	
                62

              
	
                SCHEDULE
                  19 – EMPLOYEE PROGRAMS

              	
                63

              
	
                SCHEDULE
                  20 – SERVICE WARRANTIES & LIABILITIES

              	
                64

              
	
                SCHEDULE
                  21 – COMPANY ASSETS

              	
                65

              
	
                SCHEDULE
                  22 – SPECIAL COMMERCIAL PRACTICES

              	
                66

              
	
                SCHEDULE
                  23 – LICENCES, CONSENTS, PERMITS & APPROVALS

              	
                67

              
	
                SCHEDULE
                  24 – ENVIRONMENTAL MATTERS

              	
                68

              
	
                SCHEDULE
                  25 – BROKERS

              	
                69

              
	
                SCHEDULE
                  26 – RELATED PARTY TRANSACTIONS

              	
                70

              
	
                EXECUTION

              	
                71

              


      

    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

     SHARE
      PURCHASE AGREEMENT

     

    THIS
      AGREEMENT is made this day of 2007

     

    
      	
              BETWEEN

            	
              JAMES
                DESIGN PTY LTD ACN 010 768 359 of 206 Logan Road, Woolloongabba
                in the State of Queensland, 4102;
                Australia;

            


    

     

    
      	
              AND

            	
              WPCS
                AUSTRALIA PTY LTD ACN 128 426 602 care of Gilshenan & Luton
                Legal Group, Level 13, 259 Queen Street, Brisbane in the State of
                Queensland, 4000, Australia (the
“Buyer”);

            


    

     

    
      
        	
                
                  AND

                

              	
                
                  THE
                    SHAREHOLDERS DESCRIBED IN SCHEDULE 1 (the
                    “Sellers”)

                

              


      

       

    

    
      
        	
                
                  AND

                

              	
                
                  THE
                    DIRECTORS AND INDIVIDUALS DESCRIBED IN SCHEDULE
                    2.

                

              


      

       

    

     

    BACKGROUND

     

    
      	
              (A)  

            	
              The
                Company has issued Share capital of AUD$190.00 comprising of 190
                fully
                paid Ordinary Class Shares.

            


    

     

    
      	
              (B)  

            	
              The
                Sellers are together the beneficial holders of the fully paid Ordinary
                Class Shares in the Company so held by each is detailed next to their
                respective names in Schedule 1 Part
                B.

            


    

     

    
      	
              (C)  

            	
              The
                Company has the assets and liabilities described in the Financial
                Statements.

            


    

     

    
      	
              (D)  

            	
              Each
                Seller has agreed to sell their Share to the Buyer for valuable
                consideration with effect on the Effective Date on the terms and
                conditions set out in this
                Agreement.

            


    

     

    OPERATIVE
      PART

     

    
      	
              1

            	
              DEFINITIONS
                AND INTERPRETATION

            


    

     

    
      
        
          	
                	
                  
                    
                      1.1

                    

                  

                	
                  
                    
                      Definitions

                    

                  

                


        

                   

      

    

    
      
        	
              	
                 

              	
                In
                  this Agreement, unless the context otherwise
                  requires:

              


      

                

    

    
      	
              1.1.1  

            	
              “A-GAAP”
                means the Australian generally accepted accounting principles
                incorporating all generally accepted Australian measurement standards
                as
                published by the Australian Accounting Standards Board at the date
                of this
                Agreement.

            


    

     

    
      	
              1.1.2  

            	
              “Agreement”
                means this Share sale agreement, including the
                schedules.

            


    

     

    
      	
              1.1.3  

            	
              “AUD”
                means Australian currency and Australian dollars and
                cents.

            


    

     

    
      	
              1.1.4  

            	
              “Balance
                Sheet” has the meaning set out in Clause
                7.21.4.

            


    

     

    
      	
              1.1.5  

            	
              “Balance
                Sheet Date” has the meaning set out in Clause
                7.21.4.

            


    

     

    
      	
              1.1.6  

            	
              “Bank”
                means each bank where the Company has a bank
                account.

            


    

     

    
      	
              1.1.7  

            	
              “Basket”
                has the meaning set out in Clause
                11.3.1.

            


    

     

    
      	
              1.1.8  

            	
              “Board”
                means the board of Directors of the
                Company.

            


    

     

    
      	
              1.1.9  

            	
              “Business”
                means each business of the Company at the date of this
                Agreement.

            


    

     

    
      	
              1.1.10  

            	
              “Business
                Day” means a day other than a Saturday, Sunday or any day on
                which banks are not open for business at the place where Completion
                occurs.

            


    

     

    
      	
              1.1.11  

            	
              “Business
                Hours” means from 9.00 am to 5.00 pm on any Business
                Day.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              1.1.12  

            	
              “Business
                Premises” means 206 Logan Road, Buranda in the State of
                Queensland, Australia.

            


    

     

    
      	
              1.1.13  

            	
              “Buyer
                Indemnified Parties” has the meaning set out in Clause
                11.1.1.

            


    

     

    
      	
              1.1.14  

            	
              “Claim”
                means any claim, notice, demand, action, proceeding, litigation,
                investigation or judgment whether based in contract, tort, statute
                or
                otherwise.

            


    

     

    
      	
              1.1.15  

            	
              “Company”
                means James Design Pty Ltd ACN 010 768 359 and all of its
                Subsidiaries.

            


    

     

    
      	
              1.1.16  

            	
              “Company
                Records” means the original certificate of Incorporation,
                Constitution, cheque books, financial and accounting books and records,
                Common Seal, Register of Members, Register of Mortgages and Charges,
                Minute Books, Books of Account, Documents of Title and all records,
                documents and papers relating to the business and property of the
                Company.

            


    

     

    
      	
              1.1.17  

            	
              “Completion”
                means the Completion of the sale and purchase of the Shares under
                this
                Agreement.

            


    

     

    
      	
              1.1.18  

            	
              “Completion
                Balance Sheet” means the Balance Sheet of the Company on the
                Completion Date.

            


    

     

    
      	
              1.1.19  

            	
              “Completion
                Date” means the date for Completion set out in Schedule 1 Part
                A,
                or such other date as may be agreed in writing between the
                Parties.

            


    

     

    
      	
              1.1.20  

            	
              “Confidential
                Information” means the information, forms, business plans,
                marketing databases, financial and accounting information, specifications,
                processes, statements, formulae, trade secrets, drawings and data
                (and
                copies and extracts made of or from that information and data)
                concerning:

            


    

     

    
      	
              (a)  

            	
              the
                operations and dealings of the
                Company;

            


    

     

    
      	
              (b)  

            	
              the
                organisation, finance, customers, markets, suppliers, intellectual
                property and know-how of the
                Company;

            


    

     

    
      	
              (c)  

            	
              those
                operations and transactions of a Party concerning the Company and
                that
                Party's Shareholding in the Company;
                and

            


    

     

    
      	
              (d)  

            	
              the
                contents and subject matter of this
                Agreement;

            


    

     

                                                            
      which is not in the public domain, except by the failure of a Party to perform
      and observe its covenants and obligations under this Agreement.

     

    
      	
              1.1.21  

            	
              “Constitution”
                means the Constitution of the Company from time to
                time.

            


    

     

    
      	
              1.1.22  

            	
              “Director”
                means a Director of the Company from time to
                time.

            


    

     

    
      	
              1.1.23  

            	
              “Effective
                Date” means 30 November 2007, being the date so described in
                Schedule 1 of this Agreement.

            


    

     

    
      	
              1.1.24  

            	
              “Employee
                Program” means:

            


    

     

    
      
        	
                (a) 

              	
                all
                  employee share or benefit plans within the meaning of Division
                  13 of the
                  Income Tax Assessment Act 1997 (Cth), including, but not limited
                  to
                  multiple employer welfare arrangements, plans to which more than
                  one
                  unaffiliated employer contributes, and employee benefit plans (such
                  as
                  foreign or excess benefit plans) which do not qualify under the
                  aforementioned Division 13; and

              


      

       

    

    
      	
              (b)  

            	
              all
                share and stock option plans, bonus or incentive award plans, severance
                pay policies or agreements, deferred compensation agreements, supplemental
                income arrangements, vacation plans, and all other employee benefit
                plans,
                agreements, and arrangements not described in (A)
                above.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              1.1.25  

            	
              “Employment
                Agreement” has the meaning set out in Clause
                5.8.1.

            


    

     

    
      	
              1.1.26  

            	
              “Environmental
                Laws” has the meaning set out in Clause
                7.42.1(a).

            


    

     

    
      	
              1.1.27  

            	
              “Escrowed
                Funds” has the meaning set out in Clause
                3.4.1.

            


    

     

    
      	
              1.1.28  

            	
              “Expenses”
                has the meaning set out in Clause
                11.1.1(d).

            


    

     

    
      	
              1.1.29  

            	
              “Filings”
                has the meaning set out in Clause
                7.41.3.

            


    

     

    
      	
              1.1.30  

            	
              “Financial
                Statements” has the meaning set out in Clause 7.21.1 prepared
                pursuant to the Corporations Act.

            


    

     

    
      	
              1.1.31  

            	
              “Fixed
                Asset” has the meaning set out in Clause
                7.27.1.

            


    

     

    
      	
              1.1.32  

            	
              “Government
                Body” means:

            


    

     

    
      	
              (a)  

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

            


    

     

    
      	
              (b)  

            	
              a
                department, office or minister of a
                government;

            


    

     

    
      	
              (c)  

            	
              a
                commission, commissioner, delegate, instrumentality, agency, board
                or
                other governmental, semi-governmental, judicial, administrative,
                monetary
                or fiscal authority, whether statutory or not;
                or

            


    

     

    
      	
              (d)  

            	
              any
                person, body politic or other thing exercising an executive, legislative,
                judicial or other governmental function of any country or political
                subdivision of any country;

            


    

     

    
      	
              (e)  

            	
              any
                public authority constituted by or under a law of any country or
                political
                subdivision of any country; and

            


    

     

    
      	
              (f)  

            	
              any
                person deriving a power directly or indirectly from any other Government
                Body.

            


    

     

    
      	
              1.1.33  

            	
              “GST”
                has the meaning set out in the GST
                Act.

            


    

     

    
      	
              1.1.34  

            	
              “GST
                Act” means the A New Tax System (Goods and Services Tax) Act
                1999
                (Cth).

            


    

     

    
      	
              1.1.35  

            	
              “Income
                Tax Laws” means the Income Tax Assessment Act 1997 (Cth), Income
                Tax Assessment Act 1936 (Cth) and any and all subordinate legislation,
                rulings, orders, directions, by-laws and other statutory and
                administrative instruments made under them, as amended or replaced
                from
                time to time.

            


    

     

    
      	
              1.1.36  

            	
              “Independent
                Accounting Firm” means an independent accounting firm mutually
                appointed by the Sellers and the
                Buyer.

            


    

     

    
      	
              1.1.37  

            	
              “Intangibles”
                has the meaning set out in Clause
                7.30.2.

            


    

     

    
      	
              1.1.38  

            	
              “Legal
                Proceedings” includes any
                :

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              (a)  

            	
              Claims
                or proceedings brought by any
                person;

            


    

     

    
      	
              (b)  

            	
              any
                alternative dispute resolution process (including, without limitation,
                mediation, arbitration and expert determination processes);
                and

            


    

     

    
      	
              (c)  

            	
              actions,
                assessments, audits, investigations or proceedings by any Government
                Body.

            


    

     

    
      	
              1.1.39  

            	
              “Liability”
                means all actual and/or contingent liabilities, losses, damages,
                outgoings, obligations, costs and expenses of whatever description
                net of
                the proceeds of any insurance policy received or that may be received
                by
                the Company.

            


    

     

    
      	
              1.1.40  

            	
              “Licenses”
                has the meaning set out in Clause
                7.41.1.

            


    

     

    
      	
              1.1.41  

            	
              “Losses”
                has the meaning set out in Clause
                11.1.1(d).

            


    

     

    
      	
              1.1.42  

            	
              “Material
                Adverse Effect” has the meaning set out in Clause
                7.1.1.

            


    

     

    
      	
              1.1.43  

            	
              “Multi-Employer
                Plan” means a (pension or non-pension) employee benefit plan to
                which more than one employer contributes and which is maintained
                pursuant
                to one or more collective bargaining
                agreements.

            


    

     

    
      	
              1.1.44  

            	
              “Net
                Tangible Asset Value” or “NTAV” has the meaning
                set out in Clause 3.3.1.

            


    

     

    
      	
              1.1.45  

            	
              “New
                Board” means, upon the retirement of the Retiring Directors and
                the appointment of the New Directors under this Agreement, the Board
                constituted by the New Directors.

            


    

     

    
      	
              1.1.46  

            	
              "New
                Directors" means the person or persons described as such in
                Schedule 2.

            


    

     

    
      	
              1.1.47  

            	
              “Party”
                means a Party to this Agreement.

            


    

     

    
      	
              1.1.48  

            	
              “Pro
                Rata Amount” has the meaning set out in Clause
                10.1.5(a).

            


    

     

    
      	
              1.1.49  

            	
              “Public
                Officer” means the Public Officer of the Company registered
                pursuant to the Income Tax Laws.

            


    

     

    
      	
              1.1.50  

            	
              “Purchase
                Price” means the price for the sale and purchase of the Share
                described as such in Schedule 1 Part
                B.

            


    

     

    
      	
              1.1.51  

            	
              “Retiring
                Director” means each Director described as such in Schedule 1
                Part A.

            


    

     

    
      	
              1.1.52  

            	
              “Tax
                Return” has the meaning set out in Clause
                7.24.1.

            


    

     

    
      	
              1.1.53  

            	
              “Seller
                Indemnified Parties” has the meaning set out in Clause
                11.2.1.

            


    

     

    
      	
              1.1.54  

            	
              “Share
                Certificate” means a certificate issued by the Company to one of
                its Shareholders in accordance with its constitution, evidencing
                the
                Shareholder's Shareholding in the
                Company.

            


    

     

    
      	
              1.1.55  

            	
              “Share
                Transfer Form” means a security transfer form prepared in
                accordance with the Corporations Act for the transfer of Shares in
                a
                company incorporated under that
                Act.

            


    

     

    
      	
              1.1.56  

            	
              “Shareholder”
                means a person who holds Shares in the
                Company.

            


    

     

    
      	
              1.1.57  

            	
              “Shares”
                means Shares in the Company being Ordinary Class
                Shares.

            


    

     

    
      	
              1.1.58  

            	
              “Subsidiary”
                has the meaning set out in Clause
                7.20.1.

            


    

     

    
      	
              1.1.59  

            	
              “Tax”
                means:

            


    

     

    
      	
              (a)  

            	
              any
                and all federal, state, local and foreign taxes, assessments and
                other
                governmental charges, duties, impositions and liabilities relating
                to
                taxes, including taxes based upon or measured by gross receipts,
                income,
                profits, sales, use and occupation, and value added, ad valorem,
                transfer,
                franchise, withholding, payroll, recapture, employment, excise and
                property taxes and escheatment payments, together with all interest,
                penalties and additions imposed with respect to such amounts and
                any
                obligations under any agreements or arrangements with any other person
                with respect to such amounts and including any liability for taxes
                of a
                predecessor entity;

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              any
                liability for the payment of any amounts of the type described in
                Clause
                1.1.59(a) as a result of being or ceasing to be a member of an affiliated,
                consolidated, combined or unitary group for any period;
                and

            


    

     

    
      	
              (c)  

            	
              any
                liability for the payment of any amounts of the type described in
                Clause
                1.1.59(a) or 1.1.59(b) as a result of any express or implied obligation
                to
                indemnify any other person or as a result of any obligations under
                any
                agreements or arrangements with any other person with respect to
                such
                amounts and including any liability for taxes of a predecessor
                entity.

            


    

     

    
      	
              1.1.60  

            	
              “Tax
                Return” has the meaning set out in Clause 7.24.1, which
                specifically includes income tax returns and business activity
                statements.

            


    

     

    
      	
              1.1.61  

            	
              “Third
                Party Contract” has the meaning set out in Clause
                7.33.1.

            


    

     

    
      	
              1.1.62  

            	
              “US-GAAP”
                means the generally accepted accounting principles incorporating
                all
                generally accepted measurement standards as applied in the United
                States
                of America at the date of this
                Agreement.

            


    

     

    
      	
              1.1.63  

            	
              “USD”
                means American (USA) currency and American (USA) dollars and
                cents.

            


    

     

    
      
        	
              	
                
                  1.2  

                

              	
                
                  Interpretation

                

              


      

                

    

    
      
        	
              	
                 

              	
                In
                  this Agreement, unless otherwise stated or the context otherwise
                  requires:

              


      

                

    

    
      	
              1.2.1  

            	
              singular
                includes plural and vice versa;

            


    

     

    
      	
              1.2.2  

            	
              any
                gender includes each other gender;

            


    

     

    
      	
              1.2.3  

            	
              a
                reference to a person includes a reference to an individual, corporation,
                incorporated or unincorporated association, trust, partnership and
                governmental or quasi-governmental department, council, agency, authority
                or other body;

            


    

     

    
      	
              1.2.4  

            	
              a
                reference to writing includes any means of representing or reproducing
                words, figures, drawings or symbols in a visible, tangible form,
                in
                English;

            


    

     

    
      	
              1.2.5  

            	
              a
                reference to any currency or amount of dollars or cents is a reference
                to
                American (USA) currency and American (USA) dollars and cents
                (‘USD’);

            


    

     

    
      	
              1.2.6  

            	
              a
                reference to any legislation or to any provision of any legislation
                includes any modification or re-enactment of it, any legislative
                provision
                substituted for it and all regulations and statutory instruments
                issued
                under it;

            


    

     

    
      	
              1.2.7  

            	
              a
                reference to any Party includes a reference to each of its staff
                and
                successors and permitted assigns, as well as any liquidator, provisional
                liquidator, receiver, manager or administrator, duly appointed under
                the
                Corporations Act, any person authorised to act on its behalf under
                power
                of attorney, and any other person duly authorised in writing to act
                on its
                behalf in respect of any of the purposes of provisions of this
                Agreement;

            


    

     

    
      	
              1.2.8  

            	
              a
                reference to any agreement or document is that agreement or document
                as
                amended, novated, supplemented, varied or replaced from time to time,
                except to the extent prohibited by this Agreement or that other agreement
                or document;

            


    

     

    
      	
              1.2.9  

            	
              a
                reference to "conduct" includes any omission and any representation,
                statement or undertaking, whether or not in
                writing;

            


    

     

    
      	
              1.2.10  

            	
              a
                reference to the "knowledge", "belief" or "awareness" of any person
                in
                relation to a matter means the knowledge, belief or awareness that
                the
                person would have if it had made all reasonable enquiries in the
                circumstances;

            


    

     

    
      	
              1.2.11  

            	
              mentioning
                anything after "include", "includes" or "including" does not limit
                what
                else might be included;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              1.2.12  

            	
              headings
                are used for ease of reference and convenience only and are not to
                be
                construed as forming any part of this Agreement;
                and

            


    

     

    
      	
              1.2.13  

            	
              where
                any word or phrase is given a defined meaning, other than grammatical
                form
                of that word or phrase has a corresponding
                meaning.

            


    

     

    
      
        	
              	
                1.3 

              	
                
                  Time
                    of the essence

                

              


      

                

    

    
      	
              1.3.1  

            	
              Time
                is of the essence of this
                Agreement.

            


    

     

    
      
        	
                
                  2  

                

              	
                
                  SALE
                    AND PURCHASE OF
                    SHARES

                

              


      

       

      
        
          	
                	
                  2.1

                	
                  
                    Sale
                      and purchase

                  

                


        

                  

      

    

    
      	
              2.1.1  

            	
              The
                Sellers hereby agree to sell to the Buyer, and the Buyer agrees to
                buy
                from the Sellers, all the issued Shares of the Company owned by the
                Sellers, for the Purchase Price, on the terms and conditions of this
                Agreement.

            


    

     

    
      	
              2.1.2  

            	
              Upon
                Completion, the sale and purchase of the Shares under this Agreement
                is
                deemed to have been effected on the Effective
                Date.

            


    

     

    
      
        	
                 

              	
                DEFINITIONS
                  AND INTERPRETATION

              


      

       

      
        	
              	
                2.2

              	
                
                  Title
                    property and risk

                

              


      

                

    

    
      	
              2.2.1  

            	
              The
                title to, property in and risk of the Shares remain solely with the
                Sellers until Completion, upon which title to, property in and risk
                of the
                Shares shall pass to the Buyer with effect on and from the Effective
                Date.

            


    

     

    
      
        	
                3 

              	
                
                  PAYMENT
                    OF PURCHASE PRICE

                

              


      

       

    

    
      
        	
              	
                3.1

              	
                
                  Amount
                    of Purchase Price

                

              


      

                

    

    
      	
              3.1.1  

            	
              The
                Purchase Price for the Shares shall be the USD and AUD amounts set
                out in
                Schedule 1, subject to adjustment under Clause
                3.3.

            


    

     

    
      
        	
              	
                3.2

              	
                
                  Payment
                    of Purchase Price

                

              


      

                

    

    
      	
              3.2.1  

            	
              The
                Purchase Price shall be paid by the Buyer to the Sellers on the Completion
                Date.

            


    

     

    
      	
              3.2.2  

            	
              The
                Purchase Price for each Share shall be paid by bank cheque, electronic
                funds transfer or such other means approved in writing by the
                Sellers.

            


    

     

    
      	
              3.2.3  

            	
              The
                Purchase Price shall be apportioned between the Sellers as set out
                in
                Schedule 1.

            


    

     

    
      
        	
              	
                3.3 

              	
                
                  Net
                    tangible asset value
                    adjustment

                

              


      

                

    

    
      	
              3.3.1  

            	
              Within
                30 days after the Completion Date, the Sellers shall cause to be
                prepared
                and delivered to the Buyer a calculation of the company’s net tangible
                asset value as of the Completion Date.  Net tangible asset value
                is defined as total assets minus total liabilities minus intangible
                assets
                in accordance with US-GAAP (“NTAV”).  When calculating the NTAV
                the Buyer shall apply the AUD/USD spot exchange rate published by
                the
                Reserve Bank of Australia as at midday on the Effective
                Date.

            


    

     

    
      	
              3.3.2  

            	
              The
                Buyer shall have a period of 60 days after receipt of the Sellers’
                calculation of the NTAV under Clause 3.3.1 to review the NTAV
                calculation.  If the Buyer agrees with the NTAV calculation, the
                Buyer shall notify the Sellers of that fact.  If the Buyer
                disagrees with the NTAV calculation, the Buyer shall notify the Sellers
                of
                its disagreement with the NTAV calculation and of the reason or reasons
                for its disagreement.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              3.3.3  

            	
              In
                the event the Sellers and the Buyer are unable to agree upon the
                NTAV
                after good faith negotiations for a period of 20 days after notification
                by the Buyer of its disagreement under Clause 3.3.2, the Sellers
                and the
                Buyer shall submit such dispute for resolution to an Independent
                Accounting Firm, which shall determine the NTAV using the AUD/USD
                spot
                exchange rate published by the Reserve Bank of Australia as at midday
                on
                the Effective Date, and shall report its determination to the
                Parties.  Such report shall be final, binding and conclusive on
                the Parties to this Agreement.

            


    

     

    
      	
              3.3.4  

            	
              If
                the Independent Accounting Firm determines that the NTAV is more
                than five
                percent (5%) below the NTAV determined by the Sellers, then the Party
                whose NTAV calculation is furthest from that of the Independent Accounting
                Firm shall pay the legal fees and expenses of the other
                party.

            


    

     

    
      	
              3.3.5  

            	
              If
                the Independent Accounting Firm determines that the NTAV is equal
                to or
                less than five percent (5%) above the NTAV determined by the Buyer,
                then
                the Sellers shall pay the legal fees and expenses of the
                Buyer.

            


    

     

    
      	
              3.3.6  

            	
              The
                Parties shall cooperate with one another and provide reasonable access
                to
                all pertinent books and records to the other
                Party.

            


    

     

    
      	
              3.3.7  

            	
              In
                the event that the NTAV as at the Completion Date is less than USD$55,000,
                the Purchase Price shall be reduced by the amount of the
                shortfall.

            


    

     

    
      	
              3.3.8  

            	
              In
                the event that the NTAV as at the Completion Date is greater than
                USD$55,000, the Purchase Price shall be increased by the amount of
                the
                excess, which amount shall be paid in cash to the Sellers within
                five (5)
                Business Days of the determination of the NTAV under Clause 3.3.2
                or 3.3.3
                as applicable.

            


    

     

    
      
        	
              	
                3.4 

              	
                
                  Escrowed
                    Funds

                

              


      

                

    

    
      	
              3.4.1  

            	
              In
                order to satisfy any amounts which the Sellers may be required to
                deliver
                to the Buyer as a result of a deficiency in the NTAV or any
                indemnification claims, USD$120,000 shall be retained out of the
                USD
                portion of the Purchase Price and deposited on the Completion Date
                by the
                Buyer into an escrow account until the NTAV as at the Completion
                Date
                shall be determined.  Any deficiency in the NTAV shall be paid
                from the escrow account to the Buyer (the “Escrowed
                Funds”).

            


    

     

    
      	
              3.4.2  

            	
              The
                Escrowed Funds shall be held for the benefit of the Sellers in accordance
                with their pro rata ownership of the Shares as set out in Schedule
                2.

            


    

     

    
      	
              3.4.3  

            	
              The
                Escrowed Funds shall be held in accordance with the terms and conditions
                set forth in the escrow agreement annexed to this
                Agreement.

            


    

     

    
       

      
        	
                4

              	
                
                  BUYER’S
                    ACCESS TO
                    INFORMATION

                

              


      

       

    

    
      
        	
              	
                
                  4.1  

                

              	
                
                  Access
                    to information

                

              


      

                

    

    
      	
              4.1.1  

            	
              The
                Sellers and the Company agree that, prior to the Completion Date,
                the
                Buyer shall be entitled, through its officers, employees and
                representatives (including, without limitation, its legal advisors
                and
                accountants), to make such investigation of the properties, businesses
                and
                operations of the Company and its Subsidiaries and such examination
                of the
                books, records and financial condition of the Company and its Subsidiaries
                as it reasonably requests and to make extracts and copies of such
                books
                and records.

            


    

     

    
      
        	
              	
                
                  4.2  

                

              	
                
                  Access
                    during Business
                    Hours

                

              


      

                

    

    
      	
              4.2.1  

            	
              Any
                such investigation and examination shall be conducted during regular
                Business Hours and under reasonable circumstances, and the Sellers
                shall
                cooperate, and shall cause the Company and its Subsidiaries to cooperate,
                fully in the investigation.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                4.3

              	
                
                  No
                    diminishing of
                    warranties

                

              


      

                

    

    
      	
              4.3.1  

            	
              No
                investigation by the Buyer prior to or after the date of this Agreement
                shall diminish or obviate any of the representations, warranties,
                covenants or agreements of the Sellers contained in this Agreement
                or the
                Seller Documents.

            


    

     

    
      
        	
              	
                
                  4.4  

                

              	
                
                  Cooperation
                    by staff and
                    representatives

                

              


      

                

    

    
      	
              4.4.1  

            	
              In
                order that the Buyer may have full opportunity to make such physical,
                business, accounting and legal review, examination or investigation
                as it
                may reasonably request of the affairs of the Company and its Subsidiaries,
                the Sellers shall cause the officers, employees, consultants, agents,
                accountants, attorneys and other representatives of the Company and
                its
                Subsidiaries to cooperate fully with such representatives in connection
                with such review and examination.

            


    

     

    
      
        	
              	
                4.5

              	
                
                  Confidentiality

                

              


      

                

    

    
      	
              4.5.1  

            	
              It
                is agreed and understood that all information provided pursuant to
                this
                Clause 4 is subject to the terms and conditions of confidentiality
                set out
                in Clause 12.5.

            


    

     

    
      
        	
                
                  5  

                

              	
                
                  CONDUCT
                    OF BUSINESS UP TO
                    COMPLETION

                

              


      

       

      
        
          	
                	
                  5.1

                	
                  
                    Conduct
                      of business

                  

                


        

                  

      

    

    
      	
              5.1.1  

            	
              The
                Sellers must ensure that, until Completion, the
                Company:

            


    

     

    
      	
              (a)  

            	
              manages
                and conducts its business as a going concern with all due care and
                in
                accordance with normal and prudent practice having regard to the
                nature of
                its business and good commercial practice and so as to comply with
                all
                applicable laws, regulations, ordinances and
                codes;

            


    

     

    
      	
              (b)  

            	
              uses
                its best endeavours to maintain the profitability and value of its
                business;

            


    

     

    
      	
              (c)  

            	
              protects
                and maintains each of its assets;

            


    

     

    
      	
              (d)  

            	
              does
                not, unless required or contemplated by this Agreement, or unless
                the
                Buyer first agrees in writing:

            


    

     

    
      	
              (i)  

            	
              enter
                into, terminate or alter any term of any material contract or
                commitment;

            


    

     

    
      	
              (ii)  

            	
              except
                in the usual conduct of the business, incur any liabilities whether
                material, actual or contingent;

            


    

     

    
      	
              (iii)  

            	
              except
                in the usual conduct of the business, dispose of, agree to dispose
                of,
                encumber or grant an option over, or any interest in, any of the
                assets;

            


    

     

    
      	
              (iv)  

            	
              hire
                any new employee or terminate the employment of any employee or alter
                the
                terms of employment (including the terms of superannuation or any
                other
                benefit) of any employee except in the ordinary course of
                business;

            


    

     

    
      	
              (v)  

            	
              allot
                or issue or agree to allot or issue any Share or loan
                capital;

            


    

     

    
      	
              (vi)  

            	
              declare
                or pay any dividend or make any other distribution of its assets
                or
                profits;

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              (vii)  

            	
              alter
                or agree to alter its constitution;

            


    

     

    
      	
              (viii)  

            	
              pass
                any special resolution; or

            


    

     

    
      	
              (ix)  

            	
              alter
                its issued Share capital in any way including by reduction of capital
                or
                Share buyback.

            


    

     

    
      
        	
              	
                5.2 

              	
                
                  Consents

                

              


      

                

    

    
      	
              5.2.1  

            	
              The
                Sellers shall use their best efforts, and the Buyer shall cooperate
                with
                the Sellers, to obtain at the earliest practicable date all consents
                and
                approvals required to consummate the transactions contemplated by
                this
                Agreement, including, without limitation, the consents and approvals
                referred to in Clause 7.6 of this Agreement; provided, however, that
                neither the Sellers nor the Buyer shall be obligated to pay any
                consideration therefor to any third party from whom consent or approval
                is
                requested.

            


    

     

    
      
        	
              	
                5.3 

              	
                
                  Other
                    Actions

                

              


      

                

    

    
      	
              5.3.1  

            	
              Each
                of the Sellers and the Buyer shall use its best efforts to (i) take
                all
                actions necessary or appropriate to consummate the transactions
                contemplated by this Agreement, and (ii) cause the fulfilment at
                the
                earliest practicable date of all of the conditions to their respective
                obligations to consummate the transactions contemplated by this
                Agreement.

            


    

     

    
      
        	
              	
                5.4 

              	
                
                  No
                    Solicitation

                

              


      

                

    

    
      	
              5.4.1  

            	
              The
                Sellers will not, and will not cause or permit the Company or any
                of the
                Company's directors, officers, employees, representatives or agents
                (collectively, the "Representatives") to, directly or indirectly,
                (i)
                discuss, negotiate, undertake, authorize, recommend, propose or enter
                into, either as the proposed surviving, merged, acquiring or acquired
                corporation, any transaction involving a merger, consolidation, business
                combination, purchase or disposition of any amount of the assets
                or
                capital stock or other equity interest in the Company other than
                the
                transactions contemplated by this Agreement (an "Acquisition
                Transaction"), (ii) facilitate, encourage, solicit or initiate
                discussions, negotiations or submissions of proposals or offers in
                respect
                of an Acquisition Transaction, (iii) furnish or cause to be furnished,
                to
                any person, any information concerning the business, operations,
                properties or assets of the Company in connection with an Acquisition
                Transaction, or (iv) otherwise cooperate in any way with, or assist
                or
                participate in, facilitate or encourage, any effort or attempt by
                any
                other person to do or seek any of the foregoing.  The Sellers
                will inform the Buyer in writing immediately following the receipt
                by any
                Seller, the Company or any Representative of any proposal or inquiry
                in
                respect of any Acquisition
                Transaction.

            


    

     

    
      
        	
              	
                5.5 

              	
                
                  Preservation
                    of records

                

              


      

                

    

    
      	
              5.5.1  

            	
              The
                Sellers and the Buyer agree that each of them shall preserve and
                keep the
                records held by it relating to the business of the Company (including
                but
                not limited to books, records and accounts, financial information,
                correspondence, production records, employment records and other
                similar
                information) for a period of six (6) years from the Completion Date
                and
                shall make such records and personnel available to the other as may
                be
                reasonably requested by such party in connection with, among other
                things,
                any insurance claims by, legal proceedings against or governmental
                investigations of the Sellers or the Buyer or any of their affiliates
                or
                in order to enable the Sellers or the Buyer to comply with their
                respective obligations under this Agreement and each other agreement,
                document or instrument contemplated under this
                Agreement.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                
                  5.6  

                

              	
                
                  Publicity

                

              


      

                

    

    
      	
              5.6.1  

            	
              None
                of the Sellers nor the Buyer shall issue any press release or public
                announcement concerning this Agreement or the transactions contemplated
                hereby without obtaining the prior written approval of the other
                Party,
                which approval will not be unreasonably withheld or delayed, unless,
                in
                the sole judgment of the Buyer or the Sellers, disclosure is otherwise
                required by applicable law or by the applicable rules of any stock
                exchange on which the Buyer lists securities, provided that, to the
                extent
                required by applicable law, the party intending to make such release
                shall
                use its best efforts consistent with such applicable law to consult
                with
                the other party with respect to the text
                thereof.

            


    

     

    
      
        	
              	
                5.7

              	
                
                  Use
                    of name

                

              


      

                

    

    
      	
              5.7.1  

            	
              The
                Sellers hereby agree that upon the Completion and consummation of
                the
                transactions contemplated hereby, the Company shall have the sole
                right to
                the use of the name "James Design " and the Sellers shall not, and
                shall
                not cause or permit any affiliate to, use such name or any variation
                or
                simulation of this Agreement.

            


    

     

    
      
        	
              	
                5.8 

              	
                
                  Employment
                    Agreement – Steven Peter
                    James

                

              


      

                

    

    
      	
              5.8.1  

            	
              On
                or prior to the Completion Date, Steven Peter James shall enter into
                an
                employment agreement with the Buyer, substantially in the form of
                agreement attached as Annexure 1 (the “Employment
                Agreement”).

            


    

     

    
      
        	
              	
                5.9 

              	
                
                  Board
                    of Directors

                

              


      

               

    

    
      	
              5.9.1  

            	
              The
                Board of Directors of the Company as of the Completion Date shall
                consist
                of Steven Peter James, Andrew Hidalgo and Joseph
                Heater.

            


    

     

    
      
        	
              	
                5.10 

              	
                
                  Financial
                    information

                

              


      

               

    

    
      	
              5.10.1  

            	
              On
                or prior to the Completion Date, the Company will
                provide:

            


    

     

    
      	
              (a)  

            	
              a
                fiscal projection for the five month period ending 30 April 2008,
                which
                projection shall be mutually acceptable to the Company and the Buyer;
                and

            


    

     

    
      	
              (b)  

            	
              confirmation
                to the Buyer of information related to backlog (based on orders received),
                add-backs, key client relationships and the tangibility of
                assets.

            


    

     

    
      
        	
              	
                5.11

              	
                
                  Financial
                    statements

                

              


      

                

    

    
      	
              5.11.1  

            	
              If
                required for the purposes of the United States Securities and Exchange
                Commission, the Sellers shall cooperate with the Buyer, to provide
                all
                information required for the completion of audited financial statements
                of
                the Company for the years ended 30 June 2005, 2006 and 2007, and
                delivered
                no later than 60 days from the Completion Date.  The costs of
                such financial statements shall be borne by the
                Buyer.

            


    

     

    
      
        	
              	
                5.12 

              	
                
                  Elimination
                    of non-business financial
                    obligations

                

              


      

               

    

    
      	
              5.12.1  

            	
              On
                or prior to the Completion Date, the Company shall eliminate all
                financial
                obligations which are not directly related to the business and operations
                of the Company on terms acceptable to the Buyer in its sole
                discretion.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              5.12.2  

            	
              The
                Company shall repay in full any and all loans which are owed by or
                due
                from the Company to the following parties on or before 30 April
                2008:

            


    

     

    
      	
              (a)  

            	
              Smallanda
                Investments Pty Ltd ACN 120 960
                205;

            


    

     

    
      	
              (b)  

            	
              Smallanda
                Investments No 2 Pty Ltd ACN 127 924
                172;

            


    

     

    
      	
              (c)  

            	
              Steven
                Peter James; and

            


    

     

    
      	
              (d)  

            	
              Lionel
                John Ferris.

            


    

     

    
      
        	
                6 

              	
                
                  COMPLETION

                

              


      

       

    

    
      
        	
              	
                6.1

              	
                
                  Date
                    and place for
                    Completion

                

              


      

                

    

    
      	
              6.1.1  

            	
              Completion
                of this Agreement must take place on the Completion Date at the Place
                for
                Completion set out in Schedule 1.

            


    

     

    
      
        	
              	
                
                  6.2  

                

              	
                
                  Obligations
                    of the Sellers on
                    Completion

                

              


      

                

    

    
      	
              6.2.1  

            	
              At
                Completion, each of the Sellers must deliver or cause to be delivered
                to
                the Buyer:

            


    

     

    
      	
              (a)  

            	
              the
                Share Certificates in respect of the Shares free and clear of any
                and all
                liens;

            


    

     

    
      	
              (b)  

            	
              a
                valid Share Transfer Form for the transfer of the Shares, duly completed
                and signed by the Sellers;

            


    

     

    
      	
              (c)  

            	
              each
                consent and waiver referred to in Clause 7.6 of this Agreement, in
                a form
                reasonably satisfactory to the Buyer, with respect to the transactions
                contemplated by this Agreement;

            


    

     

    
      	
              (d)  

            	
              the
                Certificate of Incorporation or Registration of the
                Company;

            


    

     

    
      	
              (e)  

            	
              the
                common seal (and any duplicate common seal, Share seal or official
                seal),
                if any, of the Company;

            


    

     

    
      	
              (f)  

            	
              a
                copy of the Constitution of the
                Company;

            


    

     

    
      	
              (g)  

            	
              the
                financial records of the Company;

            


    

     

    
      	
              (h)  

            	
              the
                minute books and other records of meetings or resolutions of members
                and
                Directors of the Company;

            


    

     

    
      	
              (i)  

            	
              all
                registers of the Company (including the register of members, register
                of
                options, register of charges) all in proper order and condition and fully
                entered up to the Completion Date;

            


    

     

    
      	
              (j)  

            	
              all
                cheque books, financial and accounting books and records, copies
                of
                taxation returns and assessments, mortgages, leases, agreements,
                insurance
                policies, title documents, licences, indicia of title, certificates
                and
                all other records (including electronic records), papers, books and
                documents of the Company;

            


    

     

    
      	
              (k)  

            	
              a
                duly completed authority for the alteration of the signatories of
                each
                bank account of the Company in the manner required by the Buyer by
                notice
                before the Completion Date;

            


    

     

    
      	
              (l)  

            	
              all
                current permits, licences and other documents issued to the Company
                under
                any legislation or ordinance relating to its business
                activities;

            


    

     

    
      	
              (m)  

            	
              the
                written resignations of each Director, Secretary and Public Officer
                of the
                Company other than Steven Peter James in accordance with Clause
                6.4;

            


    

     

    
      	
              (n)  

            	
              the
                written consent to appointment of Steven Peter James as Managing
                Director
                of the Company with effect from the Effective
                Date;

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              (o)  

            	
              the
                written consent to appointment of Lionel John Ferris as Secretary
                of the
                Company with effect from the Effective
                Date;

            


    

     

    
      	
              (p)  

            	
              the
                written consent to appointment of Steven Peter James as Managing
                Director
                of the Buyer with effect from the Effective
                Date;

            


    

     

    
      	
              (q)  

            	
              the
                Employment Agreement signed by Steven Peter James for countersignature
                by
                the Buyer at Completion; and

            


    

     

    
      	
              (r)  

            	
              any
                other document which the Buyer requires to obtain good title to the
                Shares
                and to enable the Buyer to cause the registration of the Shares in
                the
                name of the Buyer or its nominee including any power of attorney
                under
                which any document delivered under this Agreement has been
                signed.

            


    

     

    
      	
              6.2.2  

            	
              At
                Completion each of the Sellers must confer on the Buyer title to
                the
                Shares and place the Buyer in operating control of the Company, the
                business and the assets of the
                Company.

            


    

     

    
      	
              6.2.3  

            	
              At
                Completion each of the Sellers must do and execute all other acts
                and
                documents which this Agreement requires the Seller to do or execute
                at
                Completion.

            


    

     

    
      
        	
              	
                6.3

              	
                
                  Obligations
                    of the Buyer on
                    Completion

                

              


      

                

    

    
      	
              6.3.1  

            	
              At
                Completion, the Buyer must:

            


    

     

    
      	
              (a)  

            	
              pay
                the Purchase Price in accordance with Clause
                2.2;

            


    

     

    
      	
              (b)  

            	
              produce
                for sighting by the Sellers the written consents of Andrew Hidalgo
                and
                Joseph Heater to their appointment as Directors of the Company with
                effect
                on and from the Completion Date;

            


    

     

    
      	
              (c)  

            	
              produce
                for sighting by the Sellers the written resignation of Stuart Cameron
                O’Neill as Director of the Buyer with effect from the Effective
                Date;

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)  

            	
              countersign
                the Employment Agreement with Steven Peter James;
                and

            


    

     

    
      	
              (e)  

            	
              do
                and execute all other acts and documents which this Agreement requires
                the
                Buyer to do or execute at
                Completion.

            


    

     

    
      
        	
              	
                
                  6.4  

                

              	
                
                  Directors’
                    meeting – the
                    Company

                

              


      

                

    

    
      	
              6.4.1  

            	
              At
                Completion, a meeting of the Directors of the Company must be held
                at
                which:

            


    

     

    
      	
              (a)  

            	
              the
                Board must approve of the registration of the transfer of the Shares,
                the
                issue of a new Share Certificate for the Shares in the name of the
                transferee and the cancellation of the existing Share
                Certificates;

            


    

     

    
      	
              (b)  

            	
              the
                New Directors, Secretary and Public Officers of the Company as nominated
                in Schedule 2 are appointed to their respective offices of the
                Company;

            


    

     

    
      	
              (c)  

            	
              each
                existing Director, Secretary and Public Officer of the Company other
                than
                Steven Peter James shall retire with effect from the end of that
                meeting,
                with each such retirement being by written notice by the retiring
                person
                acknowledging that the person has no claim against the Company whether
                in
                respect of salary, fees, compensation or entitlement for loss of
                office;
                and

            


    

     

    
      	
              (d)  

            	
              all
                existing authorities to operate bank accounts are revoked and the
                persons
                nominated by the Buyer by notice prior to the Completion Date appointed
                as
                signatories of the bank accounts.

            


    

     

    
      	
              6.4.2  

            	
              At
                Completion, the Board must provide to the Buyer with the signed minutes
                of
                meeting and the written resignations of the Retiring Directors and
                the
                Retiring Secretary in Clause
                6.4.1(c).

            


    

     

    
      
        	
              	
                
                  6.5  

                

              	
                
                  Directors’
                    meeting – the Buyer

                

              


      

                

    

    
      	
              6.5.1  

            	
              At
                Completion, a meeting of the directors of the Buyer must be held
                at
                which:

            


    

     

    
      	
              (a)  

            	
              the
                Board of Directors of the Buyer must approve of the appointment of
                Steven
                Peter James as Managing Director of the Buyer with effect from the
                Effective Date; and

            


    

     

    
      	
              (b)  

            	
              the
                Board of Directors of the Buyer must accept the resignation of Stuart
                Cameron O’Neill as Managing Director of the Buyer with effect from the
                Effective Date.

            


    

     

    
      
        	
              	
                
                  6.6  

                

              	
                
                  Bank
                    authorities and minimum
                    balance

                

              


      

                

    

    
      	
              6.6.1  

            	
              The
                Company must cause to be executed and must provide at Completion
                all bank
                authorities necessary to ensure the New Board may fully and effectually
                operate the accounts of the Company immediately following
                Completion.

            


    

     

    
      
        	
              	
                
                  6.7  

                

              	
                
                  Shareholder
                    loan accounts

                

              


      

                

    

    
      	
              6.7.1  

            	
              All
                debts owing to the Company by any of the Sellers must be repaid in
                full on
                or before Completion.

            


    

     

    
      
        	
              	
                6.8

              	
                
                  Capital
                    and in specie
                    distributions

                

              


      

                

    

    
      	
              6.8.1  

            	
              The
                Parties shall not make any distributions of the Company capital after
                the
                date of this Agreement to the
                Sellers.

            


    

     

    
      
        	
              	
                6.9 

              	
                
                  No
                    debts incurred up to
                    Completion

                

              


      

                

    

    
      	
              6.9.1  

            	
              The
                Shareholders and Retiring Directors agree that the Company shall
                not incur
                any debts nor pay any money on any account whatsoever after the date
                of
                this Agreement without the written consent of the Buyer except in
                the
                ordinary course of business.

            


    

     

    
      
        	
                7

              	
                
                  WARRANTIES
                    AND REPRESENTATIONS ABOUT THE
                    COMPANY

                

              


      

    

     

    The
      Sellers severally warrant and represent to the Buyer that each of the following
      sub-clauses of this Clause 7 are and shall remain true and correct as from
      the
      date of this Agreement up to and including the Completion Date:

     

    
      
        	
              	
                7.1

              	
                
                  Material
                    events

                

              


      

                

    

    
      	
              7.1.1  

            	
              As
                far as the Sellers are aware, no event has occurred between the Balance
                Sheet Date and the Completion Date which has had or may have a material
                effect on the profitability or value of the Company or the value
                of the
                Shares occurs prior to Completion (“Material Adverse
                Effect”).

            


    

     

    
      
        	
              	
                7.2

              	
                
                  Non-budgeted
                    expenditure

                

              


      

                

    

    
      	
              7.2.1  

            	
              The
                Company will not incur any non-budgeted expenditure between the date
                of
                this Agreement and Completion without the prior written consent of
                the
                Buyer.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                
                  7.3  

                

              	
                
                  Carriage
                    of business

                

              


      

                

    

    
      	
              7.3.1  

            	
              The
                Company owns and carries on the Business of James Design at the Business
                Premises.  The Business of the Company will be carried on
                lawfully and in the ordinary and usual course of business until Completion
                and no onerous, unusual or long term contract and no guarantee or
                indemnity will be entered into by the Company without the Buyer’s prior
                written fully informed consent.

            


    

     

    
      
        	
              	
                7.4

              	
                
                  Dividends

                

              


      

                

    

    
      	
              7.4.1  

            	
              The
                Sellers and the Directors will not declare or pay any dividends with
                respect to any of the Shares of the Company after the date of this
                Agreement or make any other distribution of property or assets without
                the
                prior written consent of the Buyer.

            


    

     

    
      
        	
              	
                7.5

              	
                
                  Australian
                    Securities & Investments
                    Commission

                

              


      

                

    

    
      	
              7.5.1  

            	
              The
                Company has complied with all of its statutory filing and lodgement
                obligations to the Australian Securities & Investments Commission,
                including in relation to the lodgement of all company returns, statutory
                and governmental notifications, and answers to
                requisitions.

            


    

     

    
      	
              7.5.2  

            	
              The
                Company and/or its Directors are not under investigation by the Australian
                Securities & Investments Commission in relation to any breach or
                suspected breach of the Corporations Act, the Australian Securities
                and
                Investments Commission Act, or any other statute administered by
                the
                Australian Securities & Investments
                Commission.

            


    

     

    
      
        	
              	
                7.6

              	
                
                  Third
                    party consents

                

              


      

                

    

    
      	
              7.6.1  

            	
              All
                third party consents necessary under any agreement or arrangement
                with the
                Company with respect to the sale of the Shares under this Agreement
                or the
                appointment of the New Board have been or will be obtained by the
                Company
                or have been or will be waived in writing by the relevant third parties,
                prior to Completion.

            


    

     

    
      	
              7.6.2  

            	
              Except
                as set forth in Schedule 5 and subject to Clause 7.6.3, no consents
                or
                approvals of any public body or authority and no consents or waivers
from
                other parties to leases, licenses, franchises, permits, indentures,
                agreements or other instruments (“Third Party Consents”)
                are:

            


    

     

    
      	
              (a)  

            	
              required
                for the lawful Completion and consummation of the transactions
                contemplated hereby; or

            


    

     

    
      	
              (b)  

            	
              necessary
                in order that the Business conducted by the Company prior to the
                Completion Date can continue to be conducted by the Company in the
                same
                manner immediately after the Completion
                Date;

            


    

     

    nor
      will
      the Completion and consummation of the transactions contemplated hereby result
      in creating, accelerating or increasing any liability of the Company, except
      where the failure of any of the foregoing would not have a Material Adverse
      Effect.

     

    
      	
              7.6.3  

            	
              The
                Sellers do not give any warranty or representation as to whether
                the Buyer
                requires any Third Party Consents to lawfully Complete and consummate
                the
                transactions under this Agreement or as to whether the Company requires
                any Third Party Consents in order conduct the Business after Completion
                having regard to the fact that the Shares have been acquired by the
                Buyer.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                7.7 

              	
                
                  No
                    winding up

                

              


      

                

    

    
      	
              7.7.1  

            	
              The
                Company is not in liquidation or has passed any resolution that it
                be
                wound up and no application for its winding up has been presented
                or
                threatened nor has any notice or purported notice under Section 459E
                of
                the Corporations Act been given to the
                Company.

            


    

     

    
      
        	
              	
                7.8

              	
                
                  No
                    external
                    administration

                

              


      

                

    

    
      	
              7.8.1  

            	
              No
                external administrator of any kind has been appointed nor is the
                appointment of an external administrator of any kind threatened,
                in
                relation (as applicable) to the Shares, the Company or the whole
                or any
                part of the undertaking or assets of the Company and no event has
                occurred
                which entitles (or would, with the giving of notice or the lapse
                of time,
                entitle) any person (other than the Company) to appoint or seek the
                appointment by a court of an external administrator of any
                kind.

            


    

     

    
      
        	
              	
                7.9

              	
                
                  Incorporation
                    of the Company

                

              


      

                

    

    
      	
              7.9.1  

            	
              The
                Company is a corporation duly organized, validly existing and in
                good
                standing under the laws of the Commonwealth of
                Australia.

            


    

     

    
      	
              7.9.2  

            	
              The
                Company does not carry on business or provide services outside
                Australia.

            


    

     

    
      
        	
              	
                7.10 

              	
                
                  Authority
                    to carry on business

                

              


      

                

    

    
      	
              7.10.1  

            	
              The
                Company has full power, capacity and authority (corporate and otherwise)
                to carry on its business and has all permits and licenses that are
                necessary to the conduct of its business or to the ownership, lease
                or
                operation of its properties and assets, except where the failure
                to have
                such permits and licenses would not have a Material Adverse
                Effect.

            


    

     

    
      
        	
              	
                
                  7.11  

                

              	
                
                  Board
                    & Shareholder
                    approval

                

              


      

                

    

    
      	
              7.11.1  

            	
              The
                execution of this Agreement and the delivery of this Agreement to
                the
                Buyer and the sale contemplated in this Agreement have been, or will
                be
                prior to Completion, duly authorized by the Company’s Board of Directors
                and by the Company’s stockholders having full power and authority to
                authorize such actions.

            


    

     

    
      
        	
              	
                7.12 

              	
                
                  Authority
                    to perform Agreement

                

              


      

                

    

    
      	
              7.12.1  

            	
              Subject
                to any consents required under Clause 7.6, the Sellers and the Company
                have the full legal right, power and authority to execute, deliver
                and
                carry out the terms and provisions of this Agreement, and this Agreement
                has been duly and validly executed and delivered on behalf of Sellers
                and
                the Company and constitutes a valid and binding obligation of each
                Seller
                and the Company enforceable in accordance with its
                terms.

            


    

     

    
      
        	
              	
                7.13 

              	
                
                  Authorised
                    and issued Share
                    capital

                

              


      

                

    

    
      	
              7.13.1  

            	
              The
                Company’s issued Share capital consists of 190 Ordinary Shares which
                Shares have been issued to the Sellers and constitute the Shares
                the
                subject of sale and purchase under this Agreement.  All of the
                Shares are duly authorized, validly issued and fully
                paid.

            


    

     

    
      
        	
              	
                
                  7.14  

                

              	
                
                  Ownership
                    of issued Shares

                

              


      

                

    

    
      	
              7.14.1  

            	
              The
                Sellers are the lawful recorded and beneficial owners of all the
                Shares,
                free and clear of any liens, pledges, encumbrances, charges, claims
                or
                restrictions of any kind, except as set forth in Schedule 3, and
                have, or
                will have on the Completion Date, the absolute, unilateral right,
                power,
                authority and capacity to enter into and perform this Agreement without
                any other or further authorization, action or proceeding, except
                as
                specified in this Agreement.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                7.15 

              	
                
                  Share
                    options, warrants, calls and other
                    agreements

                

              


      

                

    

    
      	
              7.15.1  

            	
              There
                are no authorized or outstanding subscriptions, options, warrants,
                calls,
                contracts, demands, commitments, convertible securities or other
                agreements or arrangements of any character or nature whatever under
                which
                any Seller or the Company are or may become obligated to issue, assign
                or
                transfer any shares of capital stock of the Company except as set
                forth in
                Schedule 3.

            


    

     

    
      	
              7.15.2  

            	
              Upon
                the delivery to Buyer on the Completion Date of the certificate(s)
                representing the Shares, Buyer will have good, legal, valid, marketable
                and indefeasible title to all the then issued and outstanding shares
                of
                capital stock of the Company, free and clear of any liens, pledges,
                encumbrances, charges, agreements, options, claims or other arrangements
                or restrictions of any kind.

            


    

     

    
      	
              7.15.3  

            	
              The
                Company will not alter the Share capital of the Company in any way
                (including but not limited to the issue of new Shares) prior to
                Completion.

            


    

     

    
      
        	
              	
                7.16 

              	
                
                  Shareholder
                    rights of
                    pre-emption

                

              


      

                

    

    
      	
              7.16.1  

            	
              Any
                rights of pre-emption with respect to the Shares contained in the
                Constitution or any other agreement have been waived by the Shareholders
                or have been extinguished in full.

            


    

     

    
      
        	
              	
                7.17 

              	
                
                  Shareholder
                    agreements

                

              


      

                

    

    
      	
              7.17.1  

            	
              There
                is no existing Shareholders Agreement or similar document binding
                the
                Sellers and the Company together with any related parties of the
                Sellers
                which shall subsist despite or abrogate in full or part the provisions
                of
                this Agreement.

            


    

     

    
      
        	
              	
                7.18

              	
                
                  Company
                    records

                

              


      

                

    

    
      	
              7.18.1  

            	
              The
                copies of the Company’s Constitution, and any and all by-laws and
                subordinate instruments to the Company’s Constitution, as the case may be
                (certified as of the date of this Agreement as true, correct and
                complete
                by the Company’s secretary or assistant secretary), all of which have been
                delivered to the Buyer, are true, correct and complete as of the
                date of
                this Agreement.

            


    

     

    
      
        	
              	
                7.19

              	
                
                  Minute
                    Books

                

              


      

                

    

    
      	
              7.19.1  

            	
              The
                minute books of the Company which have been provided to the Buyer
                prior to
                the Completion Date each contain true, correct and complete minutes
                and
                records of the meetings, proceedings and other actions to which they
                pertain.

            


    

     

    
      
        	
              	
                7.20 

              	
                
                  Subsidiaries

                

              


      

                

    

    
      	
              7.20.1  

            	
              Any
                and all businesses, entities, enterprises and organizations in which
                the
                Company has any ownership, voting or profit and loss sharing percentage
                interest (each called a “Subsidiary”) are identified in Schedule 4,
                together with the Company’s interest in this
                Agreement.

            


    

     

    
      	
              7.20.2  

            	
              Except
                as set forth in Schedule 4 or 26:

            


    

     

    
      	
              (a)  

            	
              the
                Company has made no advances to, or investments in, nor owns beneficially
                or of record, any securities of or other interest in, any business,
                entity, enterprise or organization;

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              there
                are no arrangements through which the Company has acquired from,
                or
                provided to, any of the Sellers or their affiliates any goods, properties
                or services

            


    

     

    
      	
              (c)  

            	
              there
                are no rights, privileges or advantages now enjoyed by the Company
                as a
                result of the ownership of the Company by the Sellers which, to the
                knowledge of the Sellers or the Company, might be lost as a result
                of the
                Completion and consummation of the transactions contemplated by this
                Agreement.

            


    

     

    
      	
              7.20.3  

            	
              Each
                entity shown on Schedule 4 is duly organized, validly existing and
                in good
                standing under the laws of the jurisdiction of its incorporation,
                and has
                full corporate power to own all of its property and to carry on its
                business as it is now being
                conducted.

            


    

     

    
      	
              7.20.4  

            	
              Also
                set forth on Schedule 4 is a list of jurisdictions in which each
                Subsidiary is qualified as a foreign corporation.  Such
                jurisdictions are the only jurisdictions in which the ownership or
                leasing
                of property by each Subsidiary or the conduct of its business requires
                it
                to be so qualified.

            


    

     

    
      	
              7.20.5  

            	
              All
                of the outstanding share capital or shares or capital stock of each
                Subsidiary have been duly authorized and validly issued, are fully
                paid
                and non-assessable, and, except as set forth on Schedule 4, are owned,
                of
                record and beneficially, by the Company, and on the Completion Date
                will
                be owned by the Company, free and clear of all liens, encumbrances,
                equities, options or claims
                whatsoever.

            


    

     

    
      	
              7.20.6  

            	
              No
                Subsidiary has outstanding any other equity securities or securities
                options, warrants or rights of any kind that are convertible into
                equity
                securities of such Subsidiary, except as set forth on Schedule
                4.

            


    

     

    
      
        	
              	
                
                  7.21  

                

              	
                
                  Financial
                    statements

                

              


      

                

    

    
      	
              7.21.1  

            	
              The
                Sellers have delivered, or will deliver prior to Completion, to the
                Buyer
                copies of the following financial statements (which include all notes
                and
                schedules attached to it), all of which are true, complete and correct,
                have been prepared from the books and records of the Company in accordance
                with A-GAAP consistently applied with past practice and fairly present
                the
                financial condition, assets, liabilities and results of operations
                of the
                Company as of the date of this Agreement and for the periods covered
                by
                this Agreement the compiled balance sheet of the Company at 30 June
                2006
                and 2007, and the related statements of operations, and of cash flows
                of
                the Company for the period then ended (such statements, including
                the
                related notes and schedules to it, are referred to in this Agreement
                as
                the “Financial Statements” ).

            


    

     

    
      	
              7.21.2  

            	
              In
                such Financial Statements, the statements of operations do not contain
                any
                items of income not earned in the ordinary course of business except
                as
                set forth in Schedule 6, and the financial statements for the interim
                periods indicated include all adjustments, which consist of only
                normal
                recurring accruals, necessary for such fair presentation.  There
                are no facts known to any of the Sellers or the Company that, under
                generally accepted accounting principles consistently applied, would
                alter
                the information contained in the foregoing Financial Statements in
                any
                material way.

            


    

     

    
      	
              7.21.3  

            	
              The
                final Completion Balance Sheet will be complete and correct in all
                material respects determined in accordance with
                A-GAAP.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
              7.21.4  

            	
              For
                the purposes of this Agreement, the balance sheet of the Company
                as of 30
                June 2007 is referred to as the “Balance Sheet” and 30 June 2007 is
                referred to as the “Balance Sheet
                Date”.

            


    

     

    
      
        	
              	
                7.22

              	
                
                  Records
                    and books of account

                

              


      

                

    

    
      	
              7.22.1  

            	
              The
                records and books of account of the Company reflect all material
                items of
                income and expense and all material assets, liabilities and accruals,
                have
                been, and to the Completion Date will be, regularly kept and maintained
                in
                conformity with A-GAAP applied on a consistent basis with preceding
                years.

            


    

     

    
      
        	
              	
                
                  7.23  

                

              	
                
                  Absence
                    of undisclosed
                    liabilities

                

              


      

                

    

    
      	
              7.23.1  

            	
              Except
                as and to the extent reflected or reserved against in the Company’s
                Financial Statements or disclosed in Schedule 7 or in the Completion
                Balance Sheet, there are no liabilities or obligations of the Company
                of
                any kind whatsoever, whether accrued, fixed, absolute, contingent,
                determined or determinable, and including without
                limitation:

            


    

     

    
      	
              (a)  

            	
              liabilities
                to former, retired or active employees of the Company under any pension,
                health and welfare benefit plan, vacation plan or other plan of the
                Company;

            


    

     

    
      	
              (b)  

            	
              tax
                liabilities incurred in respect of or measured by income for any
                period
                prior to the close of business on the Balance Sheet Date, or arising
                out
                of transactions entered into, or any state of facts existing, on
                or prior
                to said date;

            


    

     

    
      	
              (c)  

            	
              tax
                liabilities incurred in respect of or measured by income for any
                period
                prior to the close of business on the Completion Date, or arising
                out of
                transactions entered into, or any state of facts existing, on or
                prior to
                said date; and

            


    

     

    
      	
              (d)  

            	
              contingent
                liabilities in the nature of an endorsement, guarantee, indemnity
                or
                warranty, and there is no condition, situation or circumstance existing
                or
                which has existed that could reasonably be expected to result in
                any
                liability of the Company which is of a nature that would be required
                to be
                disclosed on its Financial Statements in accordance with
                A-GAAP;

            


    

     

    other
      than liabilities and contingent liabilities incurred in the ordinary course
      of
      business since the Balance Sheet Date consistent with the Company’s recent
      customary business practice, none of which is materially adverse to the
      Company.

     

    
      
        	
              	
                
                  7.24  

                

              	
                
                  Taxes

                

              


      

                

    

    
      	
              7.24.1  

            	
              The
                Company has timely filed all federal, state, local and foreign returns,
                business activity statements, information and reports (“Tax Returns”)
                relating to Taxes required to be filed by the Company with any Tax
                authority effective through to the Completion
                Date.

            


    

     

    
      	
              7.24.2  

            	
              All
                such Tax Returns are true, correct and complete in all respects,
                except
                for immaterial amounts where such would not have a Material Adverse
                Effect.

            


    

     

    
      	
              7.24.3  

            	
              The
                Company has paid all Taxes shown to be due on such Tax
                Returns.

            


    

     

    
      	
              7.24.4  

            	
              Except
                as listed on Schedule 8, the Company is not currently the beneficiary
                of
                any extensions of time within which to file any Tax
                Returns.

            


    

     

    
      	
              7.24.5  

            	
              The
                Sellers and the Company have furnished and made available to the
                Buyer
                complete and accurate copies of all income and other Tax Returns
                and any
                amendments to it filed by the Company in the last three (3)
                years.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
              7.24.6  

            	
              The
                Company, as of the Completion Date, will have withheld and accrued
                or paid
                to the proper authority all Taxes required to have been withheld
                and
                accrued or paid, except for immaterial amounts where such would not
                have a
                Material Adverse Effect.

            


    

     

    
      	
              7.24.7  

            	
              The
                Company has not been delinquent in the payment of any Tax nor is
                there any
                Tax deficiency outstanding or assessed against the Company.  The
                Company has not executed any unexpired waiver of any statute of
                limitations on or extending the period for the assessment or collection
                of
                any Tax.

            


    

     

    
      	
              7.24.8  

            	
              There
                is no dispute, claim, or proposed adjustment concerning any Tax liability
                of the Company either:

            


    

     

    
      	
              (a)  

            	
              claimed
                or raised by any Tax authority in writing;
                or

            


    

     

    
      	
              (b)  

            	
              based
                upon personal contact with any agent of such Tax authority, and there
                is
                no claim for assessment, deficiency, or collection of Taxes, or proposed
                assessment, deficiency or collection from the Australian Taxation
                Office
                or any other governmental authority against the Company which has
                not been
                satisfied.

            


    

     

    
      	
              7.24.9  

            	
              The
                Company is not a party to nor has it been notified in writing that
                it is
                the subject of any pending, proposed, or threatened action, investigation,
                proceeding, audit, claim or assessment by or before the Australian
                Taxation Office or any other governmental authority, nor does the
                Company
                have any reason to believe that any such notice will be received
                in the
                future.

            


    

     

    
      	
              7.24.10  

            	
              Except
                as set forth on Schedule 8, neither the Australian Taxation Office
                nor any
                state or local taxation authority has ever audited any Tax Return
                of the
                Company.

            


    

     

    
      	
              7.24.11  

            	
              The
                Company has not filed any requests for rulings with the Australian
                Taxation Office.

            


    

     

    
      	
              7.24.12  

            	
              Except
                as provided to the Company’s accountants, no power of attorney has been
                granted by the Company or its Subsidiaries with respect to any matter
                relating to Taxes of the Company.

            


    

     

    
      	
              7.24.13  

            	
              There
                are no Tax liens of any kind upon any property or assets of the Company,
                except for inchoate liens for Taxes not yet due and
                payable.

            


    

     

    
      	
              7.24.14  

            	
              Except
                for immaterial amounts which would not have a Material Adverse Effect,
                the
                Company has no liability for any unpaid Taxes which has not been
                paid or
                accrued for or reserved on the Financial Statements or the Completion
                Accounts in accordance with A-GAAP, whether asserted or unasserted,
                contingent or otherwise.

            


    

     

    
      	
              7.24.15  

            	
              There
                is no contract, agreement, plan or arrangement to which the Company
                is a
                party as of the date of this Agreement covering any employee or former
                employee of the Company that, individually or collectively, would
                reasonably be expected to give rise to the payment of any amount
                that
                would not be deductible pursuant to the Income Tax
                Laws.

            


    

     

    
      	
              7.24.16  

            	
              There
                is no contract, agreement, plan or arrangement to which the Company
                is a
                party or by which it is bound to compensate any individual for excise
                taxes.

            


    

     

    
      	
              7.24.17  

            	
              The
                Company is not a party to, nor has any obligation under any tax-sharing,
                tax indemnity or tax allocation agreement or
                arrangement.

            


    

     

    
      	
              7.24.18  

            	
              None
                of the Company’s assets are tax exempt use property within the meaning of
                the Income Tax Laws.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                7.25

              	
                
                  Accounts
                    receivable

                

              


      

                

    

    
      	
              7.25.1  

            	
              The
                accounts receivable of the Company shown on the Balance Sheet Date,
                and
                those to be shown in the Financial Statements, are, and will be,
                actual
                bona fide receivables from transactions in the ordinary course of
                business
                representing valid and binding obligations of others for the total
                dollar
                amount shown thereon, and as of the Balance Sheet Date were not (and
                presently are not as far as the Sellers are aware) subject to any
                recoupments, set-offs, or
                counterclaims.

            


    

     

    
      	
              7.25.2  

            	
              The
                accounts receivable of the Company shown on the Completion Date,
                and those
                to be shown in the Financial Statements, are, and will be, actual
                bona
                fide receivables from transactions in the ordinary course of business
                representing valid and binding obligations of others for the total
                dollar
                amount shown thereon, and as of the Completion Date as far as the
                Sellers
                are aware were not (and presently are not) subject to any recoupments,
                set-offs, or counterclaims.

            


    

     

    
      	
              7.25.3  

            	
              To
                the best of Sellers’ knowledge, except as set forth on Schedule 9, all
                such accounts receivable are, and will be collectible in amounts
                not less
                than the amounts (net of reserves) carried on the books of the Company,
                including the  Financial Statements, and will be paid in
                accordance with their terms.

            


    

     

    
      	
              7.25.4  

            	
              Except
                as listed on Schedule 9, all such accounts receivable are and will
                be
                actual bona fide receivables from transactions in the ordinary course
                of
                business.

            


    

     

    
      
        	
              	
                
                  7.26  

                

              	
                
                  Inventory

                

              


      

                

    

    
      	
              7.26.1  

            	
              The
                inventories of the Company are located at the locations listed on
                Schedule
                10.

            


    

     

    
      	
              7.26.2  

            	
              Except
                as disclosed in Schedule 10, the inventories of the Company shown
                on its
                Balance Sheet (net of reserves) are carried at values which reflect
                the
                normal inventory valuation policy of the Company of stating the items
                of
                inventory at average cost in accordance with generally accepted accounting
                principles consistently applied.

            


    

     

    
      	
              7.26.3  

            	
              Inventory
                acquired since the Balance Sheet Date has been acquired in the ordinary
                course of business and valued as set forth
                above.

            


    

     

    
      	
              7.26.4  

            	
              The
                Company will maintain the inventory in the normal and ordinary course
                of
                business from the date of this Agreement through the Completion
                Date.

            


    

     

    
      
        	
              	
                7.27

              	
                
                  Machinery
                    and Equipment

                

              


      

                

    

    
      	
              7.27.1  

            	
              Except
                for items disposed of in the ordinary course of business, all machinery,
                tools, furniture, fixtures, equipment, vehicles, leasehold improvements
                and all other tangible personal property (“Fixed Assets”) of the Company
                currently being used in the conduct of its Business, or included
                in
                determining the net book value of the Company on the Balance Sheet
                Date,
                together with any machinery or equipment that is leased or operated
                by the
                Company, are in fully serviceable working condition and
                repair.

            


    

     

    
      	
              7.27.2  

            	
              The
                Fixed Assets shall be maintained in such condition from the date
                of this
                Agreement through the Completion
                Date.

            


    

     

    
      	
              7.27.3  

            	
              Except
                as described on Schedule 11, all Fixed Assets owned, used or held
                by the
                Company are situated at its business premises and are currently used
                in
                its Business.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
              7.27.4  

            	
              Schedule
                11 describes all Fixed Assets owned by or an interest in which is
                claimed
                by any other person (whether a customer, supplier or other person)
                for
                which the Company is responsible (copies of all agreements relating
                to it
                being attached to said Schedule 11), and all such property is in
                the
                Company’s actual possession and is in such condition that upon the return
                of such property in its present condition to its owner, the Company
                will
                not be liable in any amount to such
                owner.

            


    

     

    
      	
              7.27.5  

            	
              There
                are no outstanding requirements or recommendations by any insurance
                company that has issued a policy covering
                either:

            


    

     

    
      	
              (a)  

            	
              such
                Fixed Assets; or

            


    

     

    
      	
              (b)  

            	
              any
                liabilities of the Company relating to operation of the Business,
                or by
                any board of fire underwriters or other body exercising similar functions,
                requiring or recommending any repairs or work to be done on any Fixed
                Assets or any changes in the operations of the Business, any equipment
                or
                machinery used in this Agreement, or any procedures relating to such
                operations, equipment or machinery.

            


    

     

    
      	
              7.27.6  

            	
              All
                Fixed Assets of the Company are set forth on Schedule
                11.

            


    

     

    
      
        	
              	
                
                  7.28  

                

              	
                
                  Real
                    property matters

                

              


      

                

    

    
      	
              7.28.1  

            	
              The
                Company does not own any real property as of the date of this Agreement
                and has not owned any real property during the three (3) years preceding
                the date of this Agreement.

            


    

     

    
      
        	
              	
                7.29

              	
                
                  Leases

                

              


      

                

    

    
      	
              7.29.1  

            	
              All
                leases of real and personal property of the Company are described
                in
                Schedule 12, are in full force and effect and constitute legal, valid
                and
                binding obligations of the respective parties to it enforceable in
                accordance with their terms, except as limited by bankruptcy, insolvency,
                reorganization, moratorium or similar laws relating to or affecting
                generally the enforcement of creditor’s rights, and have not been assigned
                or encumbered.

            


    

     

    
      	
              7.29.2  

            	
              The
                Company has performed in all material respects the obligations required
                to
                be performed by it under all such leases to date and it is not in
                default
                in any material respect under any of said leases, except as set forth
                in
                Schedule 12, nor has it made any leasehold improvements required
                to be
                removed at the termination of any lease, except
                signs.

            


    

     

    
      	
              7.29.3  

            	
              No
                other party to any such lease is in material default under the
                lease.

            


    

     

    
      	
              7.29.4  

            	
              Except
                as noted on Schedule 12, none of the leases listed thereon require
                the
                consent of a third party in connection with the transfer of the
                Shares.

            


    

     

    
      
        	
              	
                
                  7.30  

                

              	
                
                  Intellectual
                    property rights

                

              


      

                

    

    
      	
              7.30.1  

            	
              The
                Company owns, or possesses adequate licenses or other rights to use,
                all
                patents, software, trademarks, service marks, trade names and copyrights
                and trade secrets, if any, necessary to conduct its Business as now
                operated by it.

            


    

     

    
      	
              7.30.2  

            	
              The
                patents, software, trademarks, service marks, copyrights, trade names
                and
                trade secrets, if any, registered in the name of or owned or used
                by or
                licensed to the Company and applications for any of this Agreement
                (the
                “Intangibles”) are described or referenced in Schedule
                13.

            


    

     

    
      	
              7.30.3  

            	
              The
                Sellers hereby specifically acknowledge that all right, title and
                interest
                in and to all patents and software listed on Schedule 13 as patents
                owned
                by the Company are owned by the Company or the Company has a right
                to use
                same and that the ownership of such patents and software will be
                transferred as part of the Company to Buyer as part of the transaction
                contemplated under this Agreement.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              7.30.4  

            	
              No
                officer, director, shareholder or employee of the Company or any
                relative
                or spouse of any such person owns any patents or patent applications
                or
                any inventions, software, secret formulae or processes, trade secrets
                or
                other similar rights, nor is any of them a party to any license agreement,
                used by or useful to the Company or related to its business except
                as
                listed in Schedule 13.

            


    

     

    
      	
              7.30.5  

            	
              All
                of the Intangibles are valid and in good standing to the best of
                Sellers’
                knowledge, and are free and clear of all liens, security interests,
                charges, restrictions and encumbrances of any kind whatsoever, and
                have
                not been licensed to any third party except as described in Schedule
                13.

            


    

     

    
      	
              7.30.6  

            	
              The
                Company has not been charged with, nor has it infringed, nor to the
                Sellers’ knowledge is it threatened to be charged with infringement of,
                any patent, proprietary rights or trade secrets of others in the
                conduct
                of its business, and, to the date of this Agreement, neither the
                Sellers
                nor the Company has received any notice of conflict with or violation
                of
                the asserted rights in intangibles or trade secrets of
                others.

            


    

     

    
      	
              7.30.7  

            	
              The
                Company is not now manufacturing any goods under a present permit,
                franchise or license, except as set forth in said Schedule
                13.

            


    

     

    
      	
              7.30.8  

            	
              The
                Completion and consummation of the transactions contemplated hereby
                will
                not alter or impair any rights of the Company in any such Intangibles
                or
                in any such permit, franchise or license, except as described in
                Schedule
                13.

            


    

     

    
      	
              7.30.9  

            	
              The
                Intangibles and the Company’s tooling, manufacturing and engineering
                drawings, process sheets, specifications, bills of material and other
                like
                information and data are in such form and of such quality and will
                be
                maintained in such a manner that the Company can, following the
                Completion, design, produce, manufacture, assemble and sell the products
                and provide the services provided by it so that such products and
                services
                meet applicable specifications and conform with the standards of
                quality
                and cost of production standards met by
                it.

            


    

     

    
      	
              7.30.10  

            	
              The
                Company has the sole and exclusive right to use its corporate and
                trade
                names in the jurisdictions where it transacts
                business.

            


    

     

    
      
        	
              	
                
                  7.31  

                

              	
                
                  Insurance
                    policies

                

              


      

                

    

    
      	
              7.31.1  

            	
              There
                is set forth in Schedule 14 a list and brief description of all insurance
                policies on the date of this Agreement held by the Company or on
                which it
                pays premiums, including, without limitation, professional indemnity,
                workers compensation, public risk, business risk, key man, fidelity,
                building, contents, life and title insurance policies, which description
                includes the premiums payable by it
                thereunder.

            


    

     

    
      	
              7.31.2  

            	
              Schedule
                14 also sets forth, in the case of any life insurance policy held
                by the
                Company, the name of the insured under such policy, the cash surrender
                value of this Agreement and any loans under
                it.

            


    

     

    
      	
              7.31.3  

            	
              All
                such insurance premiums in respect of such coverage have been, and
                to the
                Completion Date will be, paid in full, if due and
                owing.

            


    

     

    
      	
              7.31.4  

            	
              All
                claims, if any, made against the Company which are covered by such
                policies have been, or are being, settled or defended by the insurance
                companies that have issued such
                policies.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
              7.31.5  

            	
              Up
                to the Completion Date, such insurance coverage will be maintained
                in full
                force and effect and will not be cancelled, modified or changed without
                the express written consent of the Buyer, except to the extent the
                maturity dates of any such insurance policies expiring prior to the
                Completion Date.

            


    

     

    
      	
              7.31.6  

            	
              No
                such policy has been, or to the Completion Date will be, cancelled
                by the
                issuer of this Agreement, and, to the knowledge of the Sellers and
                the
                Company, between the date of this Agreement and the Completion Date,
                there
                shall be no increase in the premiums with respect to any such insurance
                policy caused by any action or omission of the Sellers or of the
                Company.

            


    

     

    
      	
              7.31.7  

            	
              Upon
                the Completion Date, all life insurance policies maintained by the
                Company
                shall be assigned to each respective
                Seller.

            


    

     

    
      
        	
              	
                
                  7.32  

                

              	
                
                  Banking
                    and personnel lists

                

              


      

                

    

    
      	
              7.32.1  

            	
              The
                Sellers and the Company will deliver to the Buyer promptly after
                the
                Completion Date the following accurate lists and summary descriptions
                relating to the Company:

            


    

     

    
      	
              (a)  

            	
              The
                name of each bank in which the Company has an account or safe deposit
                box
                and the names of all persons authorized to draw thereon or have access
                to
                it.

            


    

     

    
      	
              (b)  

            	
              The
                names, current annual salary rates and total compensation for the
                preceding fiscal year of all of the present directors and officers
                of the
                Company, and any other employees whose current base accrual salary
                or
                annualized hourly rate equivalent is USD$20,000 or more, together
                with a
                summary of the bonuses, percentage compensation and other like benefits,
                if any, paid or payable to such persons for the last full fiscal
                year
                completed, together with a schedule of changes since that date, if
                any.

            


    

     

    
      	
              (c)  

            	
              A
                schedule of workers’ compensation payments of the Company over the past
                five (5) full fiscal years and the fiscal year to date, a schedule
                of
                claims by employees of the Company against the workers’ compensation fund
                for any reason over such period, identification of all compensation
                and
                medical benefits paid to date on each such claim and the estimated
                amount
                of compensation and medical benefits to be paid in the future on
                each such
                claim.

            


    

     

    
      
        	
              	
                
                  7.33  

                

              	
                
                  Third
                    party contracts

                

              


      

                

    

    
      	
              7.33.1  

            	
              There
                is included in Schedule 15 a list of the following items (whether
                written
                or oral) relating to the Company, which list identifies and fairly
                summarizes each item (collectively “Third Party
                Contracts”):

            


    

     

    
      	
              (a)  

            	
              all
                collective bargaining and other labour union agreements (if
                any);

            


    

     

    
      	
              (b)  

            	
              all
                employment agreements with any officer, director, employee or
                consultant;

            


    

     

    
      	
              (c)  

            	
              all
                employee pension, health and welfare benefit plans, group insurance,
                bonus, profit sharing, severance, vacation, hospitalization, and
                retirement plans, post-retirement medical benefit plans, and any
                other
                plans, arrangements or custom requiring payments or benefits to current
                or
                retiring employees;

            


    

     

    
      	
              (d)  

            	
              all
                joint venture contracts of the Company or affiliates relating to
                the
                Business;

            


    

     

    
      	
              (e)  

            	
              all
                contracts of the Company relating
                to:

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
              (i)  

            	
              obligations
                for borrowed money;

            


    

     

    
      	
              (ii)  

            	
              obligations
                evidenced by bonds, debentures, notes or other similar
                instruments;

            


    

     

    
      	
              (iii)  

            	
              obligations
                to pay the deferred purchase price of property or services, except
                trade
                accounts payable arising in the ordinary course of
                business;

            


    

     

    
      	
              (iv)  

            	
              obligations
                under capital leases;

            


    

     

    
      	
              (v)  

            	
              debt
                of others secured by a lien on any asset of the Company;
                and

            


    

     

    
      	
              (vi)  

            	
              debts
                of others guaranteed by the
                Company;

            


    

     

     

    
      	
              (f)  

            	
              all
                agreements of the Company relating to the supply of raw materials
                for and
                the distribution of the products of its business, including without
                limitation all sales agreements, manufacturer’s representative agreements
                and distribution agreements of whatever magnitude and nature, and
                any
                commitments to or for them;

            


    

     

    
      	
              (g)  

            	
              all
                contracts that individually provide for aggregate future payments
                to or
                from the Company of USD$50,000 or more, to the extent not included
                in
                Clauses 7.33.1(a) to 7.33.1(d);

            


    

     

    
      	
              (h)  

            	
              all
                contracts of the Company that have a term exceeding one year and
                that may
                not be cancelled without any liability, penalty or premium, to the
                extent
                not included in 7.33.1(a)  through (e)
                above;

            


    

     

    
      	
              (i)  

            	
              a
                complete list of all outstanding powers of attorney granted by the
                Company; and

            


    

     

    
      	
              (j)  

            	
              all
                other contracts of the Company material to the business, assets,
                liabilities, financial condition, results of operations or prospects
                of
                the Business taken as a whole to the extent not included
                above.

            


    

     

    
      	
              7.33.2  

            	
              Except
                as set forth in Schedule 15:

            


    

     

    
      	
              (a)  

            	
              all
                contracts, agreements and commitments of the Company set forth in
                Schedule
                15 are valid, binding and in full force and effect;
                and

            


    

     

    
      	
              (b)  

            	
              neither
                the Company nor, to the best of Sellers’ knowledge, any other party to any
                such contract, agreement, or commitment has materially breached any
                provision of this Agreement or is in default
                thereunder.

            


    

     

    
      	
              7.33.3  

            	
              Except
                as set forth in Schedule 15, the sale of the Shares by the Sellers
                in
                accordance with this Agreement will not result in the termination
                of any
                contract, agreement or commitment of the Company set forth in Schedule
                4.20, and immediately after the Completion, each such contract, agreement
                or commitment will continue in full force and effect without the
                imposition or acceleration of any burdensome condition or other obligation
                on the Company resulting from the sale of the Shares by the
                Sellers.

            


    

     

    
      	
              7.33.4  

            	
              True
                and complete copies of the contracts, leases, licenses and other
                documents
                referred to in this Schedule 15 will be delivered to the Buyer, certified
                by a Director or the Secretary of the Company as true, correct and
                complete copies, not later than four weeks from the date of this
                Agreement
                or ten Business Days before the Completion Date, whichever is
                sooner.

            


    

     

    
      	
              7.33.5  

            	
              There
                are no pending disputes with customers or vendors of the Company
                regarding
                quality or return of goods involving amounts in dispute with any
                one
                customer or vendor, whether for related or unrelated claims, in excess
                of
                USD$5,000 except as described on Schedule 15, all of which will be
                resolved to the reasonable satisfaction of Buyer prior to the Completion
                Date.

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
              7.33.6  

            	
              To
                the best knowledge of Sellers and the Company, there has not been
                any
                event, happening, threat or fact that would lead them to believe
                that any
                of said customers or vendors will terminate or materially alter their
                business relationship with the Company after completion of the
                transactions contemplated by this
                Agreement.

            


    

     

    
      
        	
              	
                
                  7.34  

                

              	
                
                  Compliance
                    with the law

                

              


      

                

    

    
      	
              7.34.1  

            	
              The
                Company is not in violation of any applicable federal, state, local
                or
                foreign law, regulation or order or any other, decree or requirement
                of
                any governmental, regulatory or administrative agency or authority
                or
                court or other tribunal (including, but not limited to, any law,
                regulation order or requirement relating to securities, properties,
                business, products, manufacturing processes, advertising, sales or
                employment practices, terms and conditions of employment, occupational
                safety, health and welfare, conditions of occupied premises, product
                safety and liability, civil rights, or environmental protection,
                including, but not limited to, those related to waste management,
                air
                pollution control, waste water treatment or noise abatement), except
                where
                such would not have a Material Adverse
                Effect.

            


    

     

    
      	
              7.34.2  

            	
              Except
                as set forth in Schedule 16, the Company has not been and is not
                now
                charged with, or to the best knowledge of the Sellers or the Company
                under
                investigation with respect to, any violation of any applicable law,
                regulation, order or requirement relating to any of the foregoing,
                nor, to
                the best knowledge of any Seller or the Company after due inquiry,
                are
                there any circumstances that would or might give rise to any such
                violation.

            


    

     

    
      	
              7.34.3  

            	
              The
                Company has filed all reports required to be filed with any governmental,
                regulatory or administrative agency or
                authority.

            


    

     

    
      
        	
              	
                
                  7.35  

                

              	
                
                  Litigation
                    and disputes

                

              


      

                

    

    
      	
              7.35.1  

            	
              Except
                as specifically identified on the Balance Sheet or footnotes to it
                or set
                forth in Schedule 17:

            


    

     

    
      	
              (a)  

            	
              There
                are no legal, administrative, arbitration or other proceedings or
                governmental investigations pending or, to the best knowledge of
                Sellers
                or the Company, threatened, against the Sellers or the Company, relating
                to its Business or the Company or its properties (including leased
                property), or the transactions contemplated by this Agreement, nor
                is
                there any basis known to the Company or any Seller for any such
                action.

            


    

     

    
      	
              (b)  

            	
              There
                are no judgments, decrees or orders of any court, or any governmental
                department, commission, board, agency or instrumentality binding
                upon
                Sellers or the Company relating to its Business or the Company the
                effect
                of which is to prohibit any business practice or the acquisition
                of any
                property or the conduct of any business by the Company or which limit
                or
                control or otherwise adversely affect its method or manner of doing
                business.

            


    

     

    
      	
              (c)  

            	
              No
                work stoppage has occurred and is continuing or, to the knowledge
                of
                Sellers or the Company, is threatened affecting its Business, and
                to the
                best of Sellers’ knowledge, no question involving recognition of a
                collective bargaining agent exists in respect of any employees of
                the
                Company.

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)  

            	
              There
                are no pending labour negotiations or, to the best of Sellers’ knowledge,
                union organization efforts relating to employees of the
                Company.

            


    

     

    
      	
              (e)  

            	
              There
                are no charges of discrimination (relating to sex, age, race, national
                origin, handicap or veteran status) or unfair labour practices pending
                or,
                to the best knowledge of the Sellers or the Company, threatened before
                any
                governmental or regulatory agency or authority or any court relating
                to
                employees of the Company.

            


    

     

    
      	
              (f)  

            	
              No
                legal proceedings have been instituted or threatened or claim or
                demand
                made against the Sellers or  the Company seeking to restrain or
                prohibit or to obtain substantial damages with respect to the Completion
                and consummation of the transactions contemplated hereby, and there
                shall
                not be in effect any order by a governmental body of competent
                jurisdiction restraining, enjoining or otherwise prohibiting the
                Completion and consummation of the transactions contemplated
                hereby.

            


    

     

    
      
        	
              	
                
                  7.36  

                

              	
                
                  Absence
                    of certain changes or
                    events

                

              


      

                

    

    
      	
              7.36.1  

            	
              The
                Company has not, since the Balance Sheet Date, and except in the
                ordinary
                course of business consistent with past practice and/or except as
                described on Schedule 18:

            


    

     

    
      	
              (a)  

            	
              incurred
                any material obligation or liability (absolute, accrued, contingent
                or
                otherwise), except in the ordinary course of its Business consistent
                with
                past practice  or in connection with the performance of this
                Agreement, and any such obligation or liability incurred in the ordinary
                course is not materially adverse, except for claims, if any, that
                are
                adequately covered by insurance;

            


    

     

    
      	
              (b)  

            	
              discharged
                or satisfied any lien or encumbrance, or paid or satisfied any obligations
                or liability (absolute, accrued, contingent or otherwise) other
                than:

            


    

     

    
      	
              (i)  

            	
              liabilities
                shown or reflected on the Balance Sheet;
                and

            


    

     

    
      	
              (ii)  

            	
              liabilities
                incurred since the Balance Sheet Date in the ordinary course of business
                that were not materially adverse;

            


    

     

    
      	
              (c)  

            	
              increased
                or established any reserve or accrual for taxes or other liability
                on its
                books or otherwise provided therefor,
                except:

            


    

     

    
      	
              (i)  

            	
              as
                disclosed on the Balance Sheet; or

            


    

     

    
      	
              (ii)  

            	
              as
                may have been required under generally accepted accounting principles
                due
                to income earned or expense accrued since the Balance Sheet Date
                and as
                disclosed to the Buyer in writing;

            


    

     

    
      	
              (d)  

            	
              mortgaged,
                pledged or subjected to any lien, charge or other encumbrance any
                of its
                assets, tangible or intangible;

            


    

     

    
      	
              (e)  

            	
              sold
                or transferred any of its assets or cancelled any debts or claims
                or
                waived any rights, except in the ordinary course of business and
                which has
                not been materially adverse;

            


    

     

    
      	
              (f)  

            	
              disposed
                of or permitted to lapse any patents or trademarks or any patent
                or
                trademark applications material to the operation of its
                Business;

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
              (g)  

            	
              incurred
                any significant labour trouble or granted any general or uniform
                increase
                in salary or wages payable or to become payable by it to any director,
                officer, employee or agent, or by means of any bonus or pension plan,
                contract or other commitment increased the compensation of any director,
                officer, employee or agent;

            


    

     

    
      	
              (h)  

            	
              authorized
                any capital expenditure for real estate or leasehold improvements,
                machinery, equipment or moulds in excess of USD$5,000.00 in the
                aggregate;

            


    

     

    
      	
              (i)  

            	
              except
                for this Agreement or as otherwise disclosed in this Agreement or
                in any
                schedule to this Agreement, entered into any material transaction
                ;

            


    

     

    
      	
              (j)  

            	
              issued
                any stocks, bonds, shares or other corporate securities, or made
                any
                declaration or payment of any dividend or any distribution in respect
                of
                its capital stock; or

            


    

     

    
      	
              (k)  

            	
              experienced
                damage, destruction or loss (whether or not covered by insurance)
                individually or in the aggregate materially and adversely affecting
                any of
                its properties, assets or Business, or experienced any other material
                adverse change or changes individually or in the aggregate affecting
                its
                financial condition, assets, liabilities or
                Business.

            


    

     

    
      
        	
              	
                
                  7.37  

                

              	
                
                  Employee
                    benefit plans

                

              


      

                

    

    
      	
              7.37.1  

            	
              Schedule
                19 lists a description of the only Employee Programs (as defined
                below)
                that have been maintained (as such term is further defined below)
                by the
                Company at any time during the five (5) years prior to the date of
                this
                Agreement.

            


    

     

    
      	
              7.37.2  

            	
              There
                has not been any failure of any party to comply with any laws applicable
                with respect to any Employee Program that has been maintained by
                the
                Company, except where such would not have a Material Adverse
                Effect.

            


    

     

    
      	
              7.37.3  

            	
              With
                respect to any Employee Programs now or previously maintained by
                the
                Company, there has occurred no breach of any duty under the Income
                Tax
                Laws or other applicable law which could result, directly or indirectly
                in
                any taxes, penalties or other liability to the Buyer, the Company
                or any
                affiliate, except for immaterial exceptions which would not have
                a
                Material Adverse Effect.

            


    

     

    
      	
              7.37.4  

            	
              No
                litigation, arbitration, or governmental administrative proceeding
                (or
                investigation) or other proceeding (other than those relating to
                routine
                claims for benefits) is pending or, to the best knowledge of the
                Company
                and Seller, threatened with respect to any such Employee
                Program.

            


    

     

    
      	
              7.37.5  

            	
              Except
                as set forth in Schedule 19, neither the Company nor any affiliate
                has
                ever:

            


    

     

    
      	
              (a)  

            	
              provided
                health care or any other non-pension benefits to any employees after
                their
                employment was terminated or has ever promised to provide such
                post-termination benefits; or

            


    

     

    
      	
              (b)  

            	
              maintained
                an Employee Program provided to such employees including, without
                limitation, any Multi-Employer
                Plan.

            


    

     

    
      	
              7.37.6  

            	
              For
                purposes of this Clause 7.37, an entity “maintains” an Employee Program if
                such entity sponsors, contributes to, or provides (or has promised
                to
                provide) benefits under such Employee Program, or has any obligation
                (by
                agreement or under applicable law) to contribute to or provide benefits
                under such Employee Program, or if such Employee Program provides
                benefits
                to or otherwise covers employees of such entity (or their spouses,
                dependents, or beneficiaries);

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                
                  7.38  

                

              	
                
                  Service
                    warranties and service
                    liabilities

                

              


      

                

    

    
      	
              7.38.1  

            	
              The
                service warranties and re-supply policies of the Company in effect
                on the
                date of this Agreement and the types of services to which they apply
                are
                described on Schedule 20.

            


    

     

    
      	
              7.38.2  

            	
              Schedule
                20 also sets forth all service liability claims involving amounts
                in
                controversy in excess of USD$5,000 that are currently either pending
                or,
                to the best of the Sellers’ and the Company’s knowledge, threatened
                against the Company.

            


    

     

    
      	
              7.38.3  

            	
              The
                Sellers are not aware of any reason why the future cost of performing
                all
                such obligations and paying all such service liability claims with
                respect
                to services provided prior to the Completion Date will not exceed
                the
                average annual cost thereof for said past three year
                period.

            


    

     

    
      
        	
              	
                
                  7.39  

                

              	
                
                  Company
                    assets

                

              


      

                

    

    
      	
              7.39.1  

            	
              The
                assets of the Company are located at the locations listed on Schedule
                21.

            


    

     

    
      	
              7.39.2  

            	
              Except
                as described in Schedule 21, the assets of the Company are, and together
                with the additional assets to be acquired or otherwise received by
                the
                Company prior to the Completion, will at the Completion Date be,
                sufficient in all material respects to carry on the operations of
                the
                Business as now conducted by the
                Company.

            


    

     

    
      	
              7.39.3  

            	
              The
                Company is the only business organization through which the Business
                is
                conducted.

            


    

     

    
      	
              7.39.4  

            	
              Except
                as set forth in Schedules 12 or 21, all assets used by the Sellers
                and the
                Company to conduct the Business are, and will on the Completion Date
                be,
                owned by the Company.

            


    

     

    
      
        	
              	
                
                  7.40  

                

              	
                
                  Absence
                    of certain commercial
                    practices

                

              


      

                

    

    
      	
              7.40.1  

            	
              Except
                as described on Schedule 22, neither the Company nor any Seller has
                made
                any payment (directly or by secret commissions, discounts, compensation
                or
                other payments) or given any gifts to another business concern, to
                an
                agent or employee of another business concern or of any governmental
                entity (domestic or foreign) or to a political party or candidate
                for
                political office (domestic or foreign), to obtain or retain business
                for
                the Company or to receive favourable or preferential treatment, except
                for
                gifts and entertainment given to representatives of customers or
                potential
                customers of sufficiently limited value and in a form (other than
                cash)
                that would not be construed as a bribe or
                payoff.

            


    

     

    
      
        	
              	
                
                  7.41  

                

              	
                
                  Licenses,
                    permits, consents and
                    approvals

                

              


      

                

    

    
      	
              7.41.1  

            	
              The
                Company has, and at the Completion Date will have, all licenses,
                permits
                or other authorizations of governmental, regulatory or administrative
                agencies or authorities (collectively, “Licenses”) required to conduct the
                Business, except for any failures of such which would not have a
                Material
                Adverse Effect. All Licenses of the Company are listed on Schedule
                23.

            


    

     

    
      	
              7.41.2  

            	
              At
                the Completion, the Company will have all such Licenses which are
                material
                to the conduct of the Business and will have renewed all Licenses
                which
                would have expired in the interim.

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  7.41.3  

                	
                  Except
                    as listed in Schedule 23, no registration, filing, application,
                    notice,
                    transfer, consent, approval, order, qualification, waiver or
                    other action
                    of any kind (collectively, a “Filing”) will be required as a result of the
                    sale of the Shares by Sellers in accordance with this Agreement
                    either:

                


        

         

        
          	
                  (a)  

                	
                  to
                    avoid the loss of any License or the violation, breach or termination
                    of,
                    or any default under, or the creation of any lien on any asset
                    of the
                    Company pursuant to the terms of, any law, regulation, order
                    or other
                    requirement or any contract binding upon the Company or to which
                    any such
                    asset may be subject; or

                


        

         

        
          	
                  7.41.4  

                	
                  All
                    such Filings will be duly filed, given, obtained or taken on
                    or prior to
                    the Completion Date and will be in full force and effect on the
                    Completion
                    Date.

                


        

         

        
          	
                  7.41.5  

                	
                  The
                    Sellers do not give any warranty or representation as to whether
                    the Buyer
                    requires any Filing to lawfully Complete and consummate the transactions
                    under this Agreement or as to whether the Company requires any
                    Filing in
                    order conduct the Business after Completion having regard to
                    the fact that
                    the Shares have been acquired by the
                    Buyer.

                


        

         

        
          	
                	
                  7.42

                	
                  Environmental
                    matters

                


        

         

        
          	
                  7.42.1  

                	
                  Except
                    as set forth on Schedule 24:

                


        

         

        
          	
                  (a)  

                	
                  the
                    operations of the Company, to the best knowledge of Sellers,
                    are in
                    compliance with all applicable laws promulgated by any governmental
                    entity
                    which prohibit, regulate or control any hazardous material or
                    any
                    hazardous material activity (“Environmental Laws”) and all permits issued
                    pursuant to Environmental Laws or otherwise except for where
                    non-compliance or the absence of such permits would not, individually
                    or
                    in the aggregate, have a Material Adverse
                    Effect;

                


        

         

        
          	
                  (b)  

                	
                  the
                    Company has obtained all permits required under all applicable
                    Environmental Laws necessary to operate its Business, except
                    for any
                    failures of such which would not have a Material Adverse
                    Effect;

                


        

         

        
          	
                  (c)  

                	
                  the
                    Company is not the subject of any outstanding written order or
                    Third Party
                    Contract with any governmental authority or person respecting
                    Environmental Laws or any violation or potential violations of
                    this
                    Agreement; and

                


        

         

        
          	
                  (d)  

                	
                  the
                    Company has not received any written communication alleging either
                    or both
                    that the Company may be in violation of any Environmental Law,
                    or any
                    permit issued pursuant to Environmental Law, or may have any
                    liability
                    under any Environmental Law.

                


        

         

        
          	
                	
                  7.43

                	
                  Broker

                


        

         

        
          	
                  7.43.1  

                	
                  Except
                    as specified in Schedule 25, the Company has not retained any
                    broker in
                    connection with any transaction contemplated by this
                    Agreement.

                


        

         

        
          	
                  7.43.2  

                	
                  The
                    Company shall not be obliged to pay any fee or commission associated
                    with
                    the retention or engagement by the Company of any broker in connection
                    with any transaction contemplated by this
                    Agreement.

                


        

         

        
          
            	
                  	
                    7.44

                  	
                    Related
                      party transactions

                  


          

           

        

        
          	
                  7.44.1  

                	
                  Except
                    as described in Schedule 26, all transactions during the past
                    five (5)
                    years between the Company and any current or former Shareholder
                    or any
                    entity in which the Company or any current or former Shareholder
                    had or
                    has a direct or indirect interest have been fair to the Company
                    as
                    determined by the Board of
                    Directors.

                


        

         

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

         

        
          	
                  7.44.2  

                	
                  No
                    portion of the sales or other on-going business relationships
                    of the
                    Company is dependent upon the friendship or the personal relationships
                    (other than those customary within business generally) of any
                    Seller,
                    except as described in Schedule 26.

                


        

         

        
          	
                  7.44.3  

                	
                  During
                    the past five (5) years, the Company has not forgiven or cancelled,
                    without receiving full consideration, any indebtedness owing
                    to it by any
                    Seller.

                


        

         

        
          
            	
                  	
                    7.45

                  	
                    
                      Anti-Money
                        Laundering and Counter Terrorism Financing
                        Act

                    

                  


          

           

        

        
          	
                  7.45.1  

                	
                   The
                    Company has not been designated, and is not owned or controlled,
                    by a
                    terrorist or suspected terrorist as defined or contemplated under
                    the
                    Anti-Money Laundering and Counter Terrorism Financing Act
                    (Cth).

                


        

         

        
          	
                  7.45.2  

                	
                  The
                    Sellers hereby acknowledge that the Buyer seeks to comply with
                    all
                    applicable laws concerning money laundering and related
                    activities.

                


        

         

        
          	
                  7.45.3  

                	
                  In
                    furtherance of those efforts, the Sellers hereby represent, warrant
                    and
                    agree that:

                


        

         

        
          	
                  (a)  

                	
                  none
                    of the cash or property that the Sellers have contributed or
                    paid or will
                    contribute and pay to the Company has been or shall be derived
                    from, or
                    related to, any activity that is deemed criminal under Australian
                    law;
                    and

                


        

         

        
          	
                  (b)  

                	
                  no
                    contribution or payment by the Company to the Buyer, to the extent
                    that
                    they are within the Company’s control shall cause the Buyer to be in
                    violation of the laws governing secret commissions or of the
                    Anti-Money
                    Laundering and Counter Terrorism Financing
                    Act.

                


        

         

        
          	
                  7.45.4  

                	
                  The
                    Sellers shall promptly notify the Buyer if any of the above
                    representations cease to be true and accurate regarding the Sellers
                    or the
                    Company.

                


        

         

        
          	
                  7.45.5  

                	
                  The
                    Sellers agree to provide the Buyer any additional information
                    regarding
                    the Company that the Buyer reasonably requests to ensure compliance
                    with
                    all applicable laws concerning money laundering and similar
                    activities.

                


        

         

        
          
            	
                  	
                    
                      7.46  

                    

                  	
                    
                      Disclosure

                    

                  


          

           

        

        
          	
                  7.46.1  

                	
                  All
                    statements contained in any schedule, certificate, opinion, instrument,
                    or
                    other document, excluding any financial projection or projections,
                    delivered by or on behalf of the Sellers or the Company pursuant
                    to this
                    Agreement shall be deemed representations and warranties by each
                    Seller
                    and the Company in this Agreement.

                


        

         

        
          	
                  7.46.2  

                	
                  No
                    statement, representation or warranty by the Sellers or the Company
                    in
                    this Agreement or in any schedule, certificate, opinion, instrument,
                    or
                    other document, excluding any financial projection or projections,
                    furnished or to be furnished to the Buyer pursuant to this Agreement
                    contains or will contain any untrue statement of a material fact
                    or omits
                    or will omit to state a material fact required to be stated in
                    this
                    Agreement or necessary to make the statements contained in this
                    Agreement
                    not misleading or necessary in order to provide a prospective
                    Buyer of the
                    Business of the Company with full and fair disclosure concerning
                    the
                    Company, its Business, and the Company’s
                    affairs.

                


        

         

        
          	
                  7.46.3  

                	
                  The
                    Company and the Buyer have or have been given or have received
                    information
                    satisfactory to verify the accuracy of any and all backlogs (based
                    on
                    orders received), add-backs, key client relationships and the
                    tangibility
                    of assets of the Company.

                


        

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

         

        
           

          
            	
                    8 

                  	
                    
                      WARRANTIES
                        AND REPRESENTATIONS ABOUT THE
                        SELLERS

                    

                  


          

           

        

        The
          Sellers severally warrant and represent to the Buyer that each of the following
          sub-clauses of this Clause 8 are and shall remain true and correct as from
          the
          date of this Agreement up to and including the Completion Date:

         

        
          
            
              
                	
                      	
                        
                          
                            8.1

                          

                        

                      	
                        
                          
                            
                              Shares
                                unencumbered

                            

                          

                        

                      


              

                         

            

          

        

        
          	
                  8.1.1  

                	
                  Each
                    Seller’s Share is legally and beneficially held by it and is not subject
                    to any encumbrance, lien or interest in favour of any person
                    or
                    company.

                


        

         

        
          
            
              
                	
                      	
                        
                          
                            8.2 

                          

                        

                      	
                        
                          
                            
                              No
                                Claim on the
                                Company

                            

                          

                        

                      


              

                         

            

          

        

        
          	
                  8.2.1  

                	
                  As
                    at the date of this Agreement each Seller does not have any subsisting
                    Claim against the Company for any Liability incurred by the Seller
                    arising
                    from:

                


        

         

        
          	
                  (a)  

                	
                  any
                    breach of contract, tort, fraud or negligence (excluding negligence
                    relating to the provision of services under an existing or subsisting
                    agreement with the Company) by the Company;
                    or

                


        

         

        
          	
                  (b)  

                	
                  any
                    failure by the Company to fulfil its statutory obligations (including
                    but
                    not limited to document, filing and monetary obligations regulated
                    by the
                    Australian Securities & Investments Commission and the Australian
                    Taxation Office).

                


        

         

        
          	
                  8.3  

                	
                  Standing
                    & solvency

                


        

         

        
          	
                  8.3.1  

                	
                  Each
                    Seller:

                


        

         

        
          	
                  (a)  

                	
                  if
                    an individual, is not currently bankrupt or insolvent;
                    and

                


        

         

        
          	
                  (b)  

                	
                  if
                    a company, is a corporation duly organised, validly existing
                    and in good
                    standing under the laws of the Commonwealth of Australia and
                    is not
                    insolvent or in receivership or under administration or has entered
                    into
                    an arrangement with its creditors.

                


        

         

        
          
            
              
                	
                      	
                        
                          
                            8.4

                          

                        

                      	
                        
                          
                            
                              Authority

                            

                          

                        

                      


              

                         

            

          

        

        
          	
                  8.4.1  

                	
                  The
                    execution and delivery of this Agreement and the Completion and
                    consummation of the transactions contemplated in this Agreement
                    have been,
                    or will prior to Completion be, duly and validly approved and
                    acknowledged
                    by all necessary corporate action on the part of each Seller
                    that is a
                    company.

                


        

         

        
          	
                  8.4.2  

                	
                  The
                    execution of this Agreement and the delivery of this Agreement
                    to each
                    Seller that is a company and the purchase contemplated in this
                    Agreement
                    have been, or will be prior to Completion, duly authorized by
                    the Seller’s
                    Board of Directors having full power and authority to authorize
                    such
                    actions.

                


        

         

        
          
            
              
                	
                      	
                        
                          
                            
                              8.5  

                            

                          

                        

                      	
                        
                          
                            
                              Third
                                party
                                consents

                            

                          

                        

                      


              

                         

            

          

        

        
          	
                  8.5.1  

                	
                  The
                    execution and delivery of this Agreement, the acquisition of
                    the Shares by
                    Seller and the Completion and consummation of the transactions
                    in this
                    Agreement contemplated, and the compliance with the provisions
                    and terms
                    of this Agreement, are not prohibited by the Constitution or
                    Memorandum
                    and/or Articles of Incorporation or By-laws of the Seller and
                    will not
                    violate, conflict with or result in a breach of any of the terms
                    or
                    provisions of, or constitute a default under, any court order,
                    indenture,
                    mortgage, loan agreement, or other agreement or instrument to
                    which the
                    Seller is a party or by which it is
                    bound.

                


        

         

        
          	
                  8.5.2  

                	
                  No
                    consent, waiver, approval, order, permit or authorization of,
                    or
                    declaration or filing with, or notification to, any person or
                    governmental
                    body is required on the part of the Seller in connection with
                    the
                    execution and delivery of this Agreement or any other agreement
                    referenced
                    in this Agreement or the compliance by Seller with any of the
                    provisions
                    of this Agreement or of this
                    Agreement.

                


        

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

         

        
          
            
              
                	
                      	
                        
                          
                            8.6

                          

                        

                      	
                        
                          
                            
                              Litigation

                            

                          

                        

                      


              

                         

            

          

        

        
          	
                  8.6.1  

                	
                  There
                    are no legal proceedings pending or, to the best knowledge of
                    each Seller,
                    threatened that are reasonably likely to prohibit or restrain
                    the ability
                    of the Seller to enter into this Agreement or consummate the
                    transactions
                    contemplated hereby.

                


        

         

        
          
            
              
                	
                      	
                        
                          
                            8.7 

                          

                        

                      	
                        
                          
                            
                              Broker

                            

                          

                        

                      


              

                         

            

          

        

        
          	
                  8.7.1  

                	
                  Subject
                    to Schedule 25, no Seller has retained any broker in connection
                    with any
                    transaction contemplated by this
                    Agreement.

                


        

         

        
          	
                  8.7.2  

                	
                  The
                    Company shall not be obliged to pay any fee or commission associated
                    with
                    the retention or engagement by any Seller of any broker in connection
                    with
                    any transaction contemplated by this
                    Agreement.

                


        

         

        
          
            
              
                	
                      	
                        
                          
                            8.8

                          

                        

                      	
                        
                          
                            
                              Anti-Money
                                Laundering and Counter Terrorism Financing
                                Act.

                            

                          

                        

                      


              

                         

            

          

        

        
          	
                  8.8.1  

                	
                  No
                    Seller nor any Seller’s subsidiaries has been designated, and is not owned
                    or controlled, by a terrorist or suspected terrorist as defined
                    or
                    contemplated under the Anti-Money Laundering and Counter Terrorism
                    Financing Act (Cth) or any corresponding law of the United States
                    of
                    America or of any State in the United States of
                    America.

                


        

         

        
          	
                  8.8.2  

                	
                  Each
                    Seller hereby acknowledges that the Buyer seeks to comply with
                    all
                    applicable laws concerning money laundering and related
                    activities.

                


        

         

        
          	
                  8.8.3  

                	
                  Each
                    Seller shall promptly notify the Buyer if any of the above representations
                    cease to be true and accurate regarding the Seller or any of
                    its
                    subsidiaries.

                


        

         

        
          	
                  8.8.4  

                	
                  Each
                    Seller agrees to provide the Buyer any additional information
                    regarding
                    the Seller or any of its subsidiaries that the Buyer reasonably
                    requests
                    to ensure compliance with all applicable laws concerning money
                    laundering
                    and similar activities.

                


        

         

        
          
            	
                    9

                  	
                    
                      WARRANTIES
                        AND REPRESENTATIONS ABOUT THE
                        BUYER

                    

                  


          

           

        

        The
          Buyer
          warrants and represents to the Sellers that each of the following sub-clauses
          of
          this Clause 9 are and shall remain true and correct as from the date of
          this
          Agreement up to and including the Completion Date:

      

       

      
        
          
            
              	
                    	
                      
                        
                          9.1

                        

                      

                    	
                      
                        
                          
                            Incorporation

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                9.1.1  

              	
                The
                  Buyer is an Australian wholly owned subsidiary of a corporation
                  duly
                  organised, validly existing and in good standing under the laws
                  of the
                  State of Delaware in the United States of
                  America.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          
                            9.2  

                          

                        

                      

                    	
                      
                        
                          
                            Authority

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                9.2.1  

              	
                The
                  execution and delivery of this Agreement and the Completion and
                  consummation of the transactions contemplated in this Agreement
                  have been,
                  or will prior to Completion be, duly and validly approved and acknowledged
                  by all necessary corporate action on the part of the
                  Buyer.

              


      

       

      
        	
                9.2.2  

              	
                The
                  execution of this Agreement and the delivery of the executed Agreement
                  to
                  the Sellers and the purchase contemplated in this Agreement have
                  been, or
                  will be prior to Completion, duly authorised by the Buyer’s Board of
                  Directors having full power and authority to authorise such
                  actions.

              


      

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              	
                    	
                      
                        
                          
                            9.3  

                          

                        

                      

                    	
                      
                        
                          
                            Third
                              party
                              consents

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                9.3.1  

              	
                The
                  execution and delivery of this Agreement, the acquisition of the
                  Shares by
                  Buyer and the Completion and consummation of the transactions in
                  this
                  Agreement contemplated, and the compliance with the provisions
                  and terms
                  of this Agreement, are not prohibited by the Articles of Incorporation
                  or
                  By-laws of the Buyer and will not violate, conflict with or result
                  in a
                  breach of any of the terms or provisions of, or constitute a default
                  under, any court order, indenture, mortgage, loan agreement, or
                  other
                  agreement or instrument to which the Buyer is a party or by which
                  it is
                  bound.

              


      

       

      
        	
                9.3.2  

              	
                No
                  consent, waiver, approval, order, permit or authorization of, or
                  declaration or filing with, or notification to, any person or governmental
                  body is required on the part of the Buyer in connection with the
                  execution
                  and delivery of this Agreement or any other agreement referenced
                  in this
                  Agreement or the compliance by Buyer with any of the provisions
                  of this
                  Agreement or of this Agreement.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          9.4

                        

                      

                    	
                      
                        
                          
                            Litigation

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                9.4.1  

              	
                There
                  are no legal proceedings pending or, to the best knowledge of the
                  Buyer,
                  threatened that are reasonably likely to prohibit or restrain the
                  ability
                  of the Buyer to enter into this Agreement or consummate the transactions
                  contemplated hereby.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          9.5

                        

                      

                    	
                      
                        
                          
                            Broker

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                9.5.1  

              	
                The
                  Buyer has not retained any broker in connection with any transaction
                  contemplated by this Agreement.

              


      

       

      
        	
                9.5.2  

              	
                The
                  Sellers shall not be obliged to pay any fee or commission associated
                  with
                  the retention or engagement by the Buyer of any broker in connection
                  with
                  any transaction contemplated by this
                  Agreement.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          9.6 

                        

                      

                    	
                      
                        
                          
                            Anti-Money
                              Laundering and Counter Terrorism Financing
                              Act

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                9.6.1  

              	
                The
                  Buyer certifies that neither the Buyer nor any of its subsidiaries
                  has
                  been designated, and is not owned or controlled, by a terrorist
                  or
                  suspected terrorist as defined or contemplated under the Anti-Money
                  Laundering and Counter Terrorism Financing Act (Cth) or any corresponding
                  law of the United States of America or of any State in the United
                  States
                  of America.

              


      

       

      
        	
                9.6.2  

              	
                The
                  Buyer hereby acknowledge that the Company and the Sellers seek
                  to comply
                  with all applicable laws concerning money laundering and related
                  activities.

              


      

       

      
        	
                9.6.3  

              	
                In
                  furtherance of those efforts, the Buyer hereby represents, warrants
                  and
                  agrees that:

              


      

       

      
        	
                (a)  

              	
                none
                  of the cash or property that the Buyer has contributed or paid
                  or will
                  contribute and pay to the Sellers has been or shall be derived
                  from, or
                  related to, any activity that is deemed criminal under Australian
                  law;
                  and

              


      

       

      
        	
                (b)  

              	
                no
                  contribution or payment by the Buyer or any of its subsidiaries
                  to the
                  Sellers, to the extent that they are within the Buyer’s control shall
                  cause the Sellers or the Company to be in violation of the laws
                  governing
                  secret commissions or of the Anti-Money Laundering and Counter
                  Terrorism
                  Financing Act.

              


      

      
        
           

        

        
          	
                  9.6.4  

                	
                  The
                    Buyer shall promptly notify the Sellers if any of the above
                    representations cease to be true and accurate regarding the Buyer
                    or any
                    of its subsidiaries.

                


        

         

      

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      
         

      

      
        	
                9.6.5  

              	
                The
                  Buyer agrees to provide the Sellers any additional information
                  regarding
                  the Buyer or any of its subsidiaries that the Sellers reasonably
                  requests
                  to ensure compliance with all applicable laws concerning money
                  laundering
                  and similar activities.

              


      

       

      
         

        
          	
                  10

                	
                  
                    COMPANY
                      TAXATION

                  

                


        

         

      

      
        
          
            
              	
                    	
                      
                        
                          10.1

                        

                      

                    	
                      
                        
                          
                            Tax
                              periods beginning before and ending after the Completion
                              Date

                          

                        

                      

                    


            

                      

          

        

      

      
        	
                10.1.1  

              	
                The
                  Company or the Buyer shall prepare or cause to be prepared and
                  delivered
                  to Steven Peter James in draft any Tax Returns of the Company for
                  Tax
                  periods that begin before the Completion Date and end after the
                  Completion
                  Date.

              


      

       

      
        	
                10.1.2  

              	
                Steven
                  Peter James shall have a period of 14 days after receipt of draft
                  Tax
                  Returns under Clause 10.1.1 to review the draft Tax Returns and
                  to notify
                  the Buyer as to whether he disagrees with the whole or any aspect
                  of the
                  draft Tax Returns.  If Steven Peter James agrees with the draft
                  Tax Returns, Steven Peter James shall notify the Buyer of that
                  fact and
                  the Company and the Buyer shall thereafter be free to lodge the
                  Tax Return
                  pursuant to the remaining provisions of this Clause 10.  If
                  Steven Peter James disagrees with the whole or any part of the
                  draft Tax
                  Returns, he shall notify the Buyer of his disagreement and of the
                  reason
                  or reasons for his disagreement.

              


      

       

      
        	
                10.1.3  

              	
                In
                  the event the Buyer and Steven Peter James are unable to agree
                  upon the
                  draft Tax Returns after good faith negotiations for a period of
                  20 days
                  after notification by Steven Peter James of his disagreement under
                  Clause
                  10.1.2, the Buyer and Steven Peter James shall submit such dispute
                  for
                  resolution to an Independent Accounting Firm, which shall determine
                  the
                  dispute and report to the Parties.  Such report shall be final,
                  binding and conclusive on the Parties to this Agreement.  Upon
                  receipt of the report, the Company and the Buyer shall thereafter
                  be free
                  to lodge the Tax Return pursuant to the remaining provisions of
                  this
                  Clause 10.  The legal fees and expenses of the Independent
                  Accounting Firm shall be apportioned between the parties as
                  follows:

              


      

       

      
        	
                (a)  

              	
                the
                  Sellers shall bear the proportion of the legal fees and expenses,
                  equal to
                  the number of days in the period covered by the Tax Return prior
                  to the
                  Effective Date, divided by the total number of days in the period
                  covered
                  by the Tax Return; and

              


      

       

      
        	
                (b)  

              	
                the
                  Company or the Buyer shall bear the proportion of the legal fees
                  and
                  expenses, equal to the number of days in the period covered by
                  the Tax
                  Return on and from the Effective Date, divided by the total number
                  of days
                  in the period covered by the Tax
                  Return.

              


      

       

      
        	
                10.1.4  

              	
                To
                  the extent such Taxes are not fully reserved for in the Company’s
                  financial statements or Completion Accounts or able to be discounted
                  by
                  any instalments of such Taxes which have prepaid by the Company
                  to the
                  relevant taxing authority, the Sellers shall pay to the Company
                  an amount
                  equal to the unreserved portion of such Taxes that relates to the
                  portion
                  of the Tax period ending on the Completion Date.  Such payment,
                  if any, shall be paid by the Sellers within fifteen (15) days after
                  receipt of written notice from the Company or the Buyer that such
                  Taxes
                  were paid by the Company or the Buyer for a period beginning prior
                  to the
                  Completion Date.

              


      

       

      
        	
                10.1.5  

              	
                For
                  the purposes of this Clause 10.1, in the case of any Taxes that
                  are
                  imposed on a periodic basis and are payable for a Taxable period
                  that
                  includes (but does not end on) the Completion Date, the portion
                  of such
                  Tax that relates to the portion of such Tax period ending on the
                  Completion Date shall:

              


      

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      
        	
                (a)  

              	
                in
                  the case of any Taxes other than Taxes based upon or related to
                  income or
                  receipts, be deemed to be the amount of such Tax for the entire
                  Tax period
                  multiplied by a fraction the numerator of which is the number of
                  days in
                  the Tax period ending on the Completion Date and the denominator
                  of which
                  is the number of days in the entire Tax period (the “Pro Rata Amount”);
                  and

              


      

       

      
        	
                (b)  

              	
                in
                  the case of any Tax based upon or related to income or receipts,
                  be deemed
                  equal to the amount that would be payable if the relevant Tax period
                  ended
                  on the Completion Date.

              


      

       

      
        	
                10.1.6  

              	
                All
                  determinations necessary to give effect to the foregoing allocations
                  shall
                  be made in a reasonable manner as agreed to by the
                  Parties.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          10.2

                        

                      

                    	
                      
                        
                          
                            Refunds
                              and tax
                              benefits

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                10.2.1  

              	
                Any
                  Tax refunds that are received after the Completion Date by the
                  Sellers
                  that belong to the Company (other than Tax refunds received in
                  connection
                  with such Sellers individual tax returns), the Buyer or the Company,
                  and
                  any amounts credited against Tax paid by the Company to which the
                  Sellers,
                  the Buyer or the Company become entitled, shall be for the account
                  of the
                  Company, and the Sellers shall pay over to the Company any such
                  refund or
                  the amount of any such credit within fifteen (15) days after receipt
                  or
                  entitlement to it.

              


      

       

      
        	
                10.2.2  

              	
                In
                  addition, to the extent that a claim for refund or a proceeding
                  results in
                  a payment or credit against Tax paid by the Company by a taxing
                  authority
                  to the Sellers, the Sellers shall pay such amount to the Company
                  within
                  fifteen (15) days after receipt or entitlement to
                  it.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          
                            10.3  

                          

                        

                      

                    	
                      
                        
                          
                            Cooperation
                              on Tax
                              matters

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                10.3.1  

              	
                The
                  Buyer, the Company and the Sellers shall cooperate fully, as and
                  to the
                  extent reasonably requested by each other Party, in connection
                  with the
                  filing of any Tax Returns pursuant to this Clause 10 and any audit,
                  litigation or other proceeding with respect to
                  Taxes.

              


      

       

      
        	
                10.3.2  

              	
                Such
                  cooperation shall include the retention and (upon any other Party’s
                  reasonable request) the provision of records and information which
                  are
                  reasonably relevant to any such audit, litigation or other proceeding
                  and
                  making employees available on a mutually convenient basis to provide
                  additional information and explanation of any material provided
                  under this
                  Agreement.

              


      

       

      
        	
                10.3.3  

              	
                The
                  Company and the Sellers agree:

              


      

       

      
        	
                (a)  

              	
                to
                  retain all books and records with respect to Tax matters pertinent
                  to the
                  Company relating to any taxable period beginning before the Completion
                  Date until the expiration of five (5) years (and, to the extent
                  notified
                  by the Buyer or the Sellers, any extensions of that period) after
                  the
                  respective Tax periods, and to abide by all record retention agreements
                  entered into with any taxing authority;
                  and

              


      

       

      
        	
                (b)  

              	
                to
                  give each other Party reasonable written notice prior to transferring,
                  destroying or discarding any such books and records and, if the
                  other
                  Party reasonably requests, the Company or the Sellers, as the case
                  may be,
                  shall allow the Party to take possession of such books and
                  records.

              


      

       

      
        	
                10.3.4  

              	
                The
                  Buyer and the Sellers further agree, upon request, to use their
                  commercially reasonable best efforts to obtain any certificate
                  or other
                  document from any governmental authority or any other person as
                  may be
                  necessary to mitigate, reduce or eliminate any Tax that could be
                  imposed
                  (including, but not limited to, with respect to the transactions
                  contemplated by this Agreement).

              


      

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      
        	
                10.3.5  

              	
                The
                  Buyer and the Sellers further agree, upon requested, to provide
                  each other
                  Party with all information that either Party may be required to
                  report
                  pursuant to the Income Tax Laws, the Taxation Administration Act
                  and all
                  subordinate legislation, regulations, rulings, directions and statements
                  made under them.

              


      

       

      
        
          	
                  11 

                	
                  
                    INDEMNIFICATION

                  

                


        

         

        
          
            
              	
                    	
                      
                        
                          11.1

                        

                      

                    	
                      
                        
                          
                            Sellers’
                              indemnities

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                11.1.1  

              	
                Subject
                  to Clause 11.3 of this Agreement, the Sellers hereby agree to severally
                  indemnify and hold the Buyer, the Company, and their respective
                  directors,
                  officers, employees, Affiliates, agents, successors and assigns
                  (collectively, the "Buyer Indemnified Parties") harmless from and
                  against:

              


      

       

      
        	
                (a)  

              	
                any
                  and all Liabilities of the Company of every kind, nature and description,
                  absolute or contingent, existing as against the Company prior to
                  and
                  including the Completion Date or thereafter coming into being or
                  arising
                  by reason of any state of facts existing, or any transaction entered
                  into,
                  on or prior to the Completion Date, except to the extent that the
                  same
                  have been fully provided for in the Balance Sheet, or disclosed
                  in the
                  notes to it or were incurred in the ordinary course of business
                  between
                  the Balance Sheet date and the Completion
                  Date;

              


      

       

      
        	
                (b)  

              	
                subject
                  to Clause 14.2, any and all Liabilities based upon, attributable
                  to or
                  resulting from the failure of any representation or warranty of
                  the
                  Sellers set forth in Clauses 7 and 7.46.3 of this Agreement to
                  be true and
                  correct in all respects as of the date
                  made;

              


      

       

      
        	
                (c)  

              	
                any
                  and all Liabilities based upon, attributable to or resulting from
                  the
                  breach of any covenant or other agreement on the part of the Sellers
                  under
                  this Agreement;

              


      

       

      
        	
                (d)  

              	
                any
                  and all notices, actions, suits, proceedings, claims, demands,
                  assessments, judgments, costs, penalties and expenses, including
                  reasonable attorneys' and other professionals' fees and disbursements
                  (collectively, "Expenses") incidental to any and all Liabilities
                  with
                  respect to which indemnification is provided hereunder, net of
                  any and all
                  insurance proceeds from insurance settlements connected therewith
                  (collectively, "Losses").

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          11.2 

                        

                      

                    	
                      
                        
                          
                            Buyer’s
                              indemnities

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                11.2.1  

              	
                Subject
                  to Clause 11.3, the Buyer hereby agrees to indemnify and hold the
                  Sellers
                  and their respective directors, officers, employees, affiliates,
                  agents,
                  successors and assigns (collectively, the "Seller Indemnified Parties")
                  harmless from and against:

              


      

       

      
        	
                (a)  

              	
                any
                  and all Losses based upon, attributable to or resulting from the
                  failure
                  of any representation or warranty of the Buyer set forth in Clause
                  9 of
                  this Agreement to be true and correct as of the date
                  made;

              


      

       

      
        	
                (b)  

              	
                any
                  and all Losses based upon, attributable to or resulting from the
                  breach of
                  any covenant or other agreement on the part of the Buyer under
                  this
                  Agreement or arising from the ownership or operation of the Company
                  from
                  and after the Completion Date, unless such claim is for a pre-Completion
                  matter; and

              


      

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      
        	
                (c)  

              	
                any
                  and all Expenses incident to the
                  foregoing.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          11.3

                        

                      

                    	
                      
                        
                          
                            Limitations

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                11.3.1  

              	
                An
                  indemnifying party shall not have any Liability under Clause
                  11.1.1  or Clause 11.2.1 of this Agreement unless the aggregate
                  amount of Losses and Expenses to the indemnified parties finally
                  determined to arise thereunder based upon, attributable to or resulting
                  from the failure of any representation or warranty to be true and
                  correct,
                  other than the representations and warranties set forth in Clauses
                  7.13 to
                  7.17, 7.24, 7.37 and 7.42 of this Agreement, exceeds USD$25,000
                  (the
                  “Basket”) and, in such event, the indemnifying party shall be required
                  to
                  pay the entire amount of such Losses and
                  Expenses.

              


      

       

      
        	
                11.3.2  

              	
                Notwithstanding
                  else contained in this Agreement:

              


      

       

      
        	
                (a)  

              	
                the
                  maximum Liability that the Sellers in the aggregate shall be required
                  to
                  pay hereunder shall be the Purchase Price;
                  and

              


      

       

      
        	
                (b)  

              	
                the
                  maximum aggregate Liability that any Seller shall be required to
                  pay
                  hereunder shall be the USD amount (A) calculated as
                  follows:

              


      

       

      A   =   (
        C / 190 )  x  USD$1,200,000

       

      where
        C
        equals the number of Shares held by the Seller as set out in Schedule 2 of
        this
        Agreement.

       

      
        	
                (c)  

              	
                the
                  maximum Liability in respect of any particular Claim that any Seller
                  shall
                  be required to pay hereunder shall be the USD amount (A) calculated
                  as
                  follows:

              


      

       

      A   =   (
        C / 190 )  x  D

       

      where C
        equals the number of Shares held by the Seller as set out in Schedule 2 of
        this
        Agreement; and where
        D
        equals the total Losses in respect of that particular Claim.

       

      
        
          
            
              	
                    	
                      
                        
                          11.4

                        

                      

                    	
                      
                        
                          
                            Procedures

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                11.4.1  

              	
                In
                  the event that any Legal Proceedings shall be instituted or that
                  any claim
                  or demand ("Claim") shall be asserted by any person or entity in
                  respect
                  of which payment may be sought under Clause 11.1 or 11.2 of this
                  Agreement
                  (regardless of the Basket referred to above), the indemnified party
                  shall
                  reasonably and promptly cause written notice of the assertion of
                  any Claim
                  of which it has knowledge which is covered by this indemnity to
                  be
                  forwarded to the indemnifying
                  party.

              


      

       

      
        	
                11.4.2  

              	
                The
                  indemnifying party shall have the right, at its sole option and
                  expense,
                  to be represented by counsel of its choice, which must be reasonably
                  satisfactory to the indemnified party, and to defend against, negotiate,
                  settle or otherwise deal with any Claim which relates to any Losses
                  indemnified against hereunder.

              


      

       

      
        	
                11.4.3  

              	
                If
                  the indemnifying party elects to defend against, negotiate, settle
                  or
                  otherwise deal with any Claim which relates to any Losses indemnified
                  against hereunder, it shall within fourteen (14) days (or sooner,
                  if the
                  nature of the Claim so requires) notify the indemnified party of
                  its
                  intent to do so.

              


      

       

      
        	
                11.4.4  

              	
                If
                  the indemnifying party elects not to defend against, negotiate,
                  settle or
                  otherwise deal with any Claim which relates to any Losses indemnified
                  against hereunder, fails to notify the indemnified party of its
                  election
                  as in this Agreement provided or contests its obligation to indemnify
                  the
                  indemnified party for such Losses under this Agreement, the indemnified
                  party may defend against, negotiate, settle or otherwise deal with
                  such
                  Claim.

              


      

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      
        	
                11.4.5  

              	
                If
                  the indemnified party defends any Claim, then the indemnifying
                  party shall
                  reimburse the indemnified party for the Expenses of defending such
                  Claim
                  upon submission of periodic bills.

              


      

       

      
        	
                11.4.6  

              	
                If
                  the indemnifying party shall assume the defence of any Claim, the
                  indemnified party may participate, at his or its own expense, in
                  the
                  defence of such Claim provided, however, that such indemnified
                  party shall
                  be entitled to participate in any such defence with separate counsel
                  at
                  the expense of the indemnifying party
                  if:

              


      

       

      
        	
                (a)  

              	
                so
                  requested by the indemnifying party to participate;
                  or

              


      

       

      
        	
                (b)  

              	
                in
                  the reasonable opinion of counsel to the indemnified party, a conflict
                  or
                  potential conflict exists between the indemnified party and the
                  indemnifying party that would make such separate representation
                  advisable;

              


      

       

      and
        provided, further, that the indemnifying party shall not be required to pay
        for
        more than one such counsel for all indemnified parties in connection with
        any
        Claim.

       

      
        	
                11.4.7  

              	
                The
                  Parties agree to cooperate fully with each other in connection
                  with the
                  defence, negotiation or settlement of any such
                  Claim.

              


      

       

      
        	
                11.4.8  

              	
                After
                  any final judgment or award shall have been rendered by a court,
                  arbitration board or administrative agency of competent jurisdiction
                  and
                  the expiration of the time in which to appeal therefrom, or a settlement
                  shall have been consummated, or the indemnified party and the indemnifying
                  party shall have arrived at a mutually binding agreement with respect
                  to a
                  Claim hereunder, the indemnified party shall forward to the indemnifying
                  party notice of any sums due and owing by the indemnifying party
                  pursuant
                  to this Agreement with respect to such matter and the indemnifying
                  party
                  shall be required to pay all of the sums so due and owing to the
                  indemnified party by wire transfer of immediately available funds
                  within
                  ten (10) Business Days after the date of such
                  notice.

              


      

       

      
        	
                11.4.9  

              	
                The
                  failure of the indemnified party to give reasonably prompt notice
                  of any
                  Claim shall not release, waive or otherwise affect the indemnifying
                  party's obligations with respect to it except to the extent that
                  the
                  indemnifying party can demonstrate actual loss and prejudice as
                  a result
                  of such failure.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          11.5

                        

                      

                    	
                      
                        
                          
                            Professional
                              indemnity
                              insurance

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                11.5.1  

              	
                The
                  Buyer will cause the Company to maintain all insurances which the
                  Sellers
                  (acting reasonably) believe are relevant or necessary for a period
                  of two
                  (2) years after the Completion
                  Date.

              


      

       

      
        	
                11.5.2  

              	
                The
                  Buyer’s obligations in this Clause 11 are subject to the requirements
                  of
                  any insurer or insurers who may indemnify (or be obliged to indemnify)
                  in
                  respect of any Claims in respect of which the Sellers might otherwise
                  be
                  required to indemnify the Buyer or the
                  Company.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          11.6

                        

                      

                    	
                      
                        
                          
                            Taxation
                              of indemnity
                              payments

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                11.6.1  

              	
                The
                  Sellers and the Buyer agree to treat any indemnity payment made
                  pursuant
                  to this Clause 11 as an adjustment to the Purchase Price for federal,
                  state, local and foreign income tax
                  purposes.

              


      

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                  12 

                	
                  
                    RESTRAINT
                      OF TRADE

                  

                


        

         

        
          
            
              	
                    	
                      
                        
                          12.1

                        

                      

                    	
                      
                        
                          
                            Restraint

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                12.1.1  

              	
                The
                  Sellers agree with the Buyer that in order to protect the goodwill
                  of the
                  Company, the Buyer and the Business, neither the Sellers nor any
                  of their
                  affiliates will directly or indirectly at any time do any of the
                  following:

              


      

       

      
        	
                (a)  

              	
                canvass
                  or solicit (other than for the Company or the Buyer) services which
                  are
                  the same as or similar to the services of the Business, or business
                  which
                  is the same as or similar to the Business of the Company, in the
                  12 months
                  prior to the Commencement Date, from any person who is or has been
                  in the
                  12 months prior to the Commencement Date a client or customer of
                  the
                  Company;

              


      

       

      
        	
                (b)  

              	
                subject
                  to Clause 12.6, engage or be concerned or interested in any business
                  which
                  provides goods or services that are the same or similar to and
                  which
                  compete with the whole or a material part of the Business of the
                  Company
                  or the Buyer;

              


      

       

      
        	
                (c)  

              	
                approach
                  any employee, agent, representative, contractor, supplier, vendor,
                  customer, franchisee, lender or investor of the Company or the
                  Buyer with
                  a view to offering them alternative employment with the
                  Sellers;

              


      

       

      
        	
                (d)  

              	
                do
                  or say anything harmful to the reputation of any group
                  company;

              


      

       

      
        	
                (e)  

              	
                do
                  or say anything which may lead a person to cease, curtail or alter
                  the
                  terms of its dealings with the
                  Company;

              


      

       

      
        	
                (f)  

              	
                save
                  to the extent that the Sellers are employed by the Company or the
                  Buyer,
                  represent itself as being in any way connected with or interested
                  in or
                  associated with:

              


      

       

      
        	
                (i)  

              	
                the
                  Company (except as the prior owner of the Shares);
                  or

              


      

       

      
        	
                (ii)  

              	
                any
                  other business carried on by the Buyer or by the
                  Company;

              


      

       

      
        	
                (g)  

              	
                use
                  a name which is similar to the present name of the
                  Company;

              


      

       

      
        	
                (h)  

              	
                use
                  any of the intellectual property or any colourable imitation of
                  any of
                  it;

              


      

       

      
        	
                (i)  

              	
                disclose
                  or use to its advantage or the disadvantage of the
                  Buyer:

              


      

       

      
        	
                (i)  

              	
                the
                  name of any customer of the
                  Company;

              


      

       

      
        	
                (ii)  

              	
                any
                  of the intellectual property; or

              


      

       

      
        	
                (iii)  

              	
                any
                  of the trade secrets, secret or confidential operations, processes
                  or
                  dealings of, or any confidential information relating to, the Company
                  or
                  its organisations, finances, transactions, customers or affairs;
                  or

              


      

       

      
        	
                (j)  

              	
                make
                  any negative statement of any kind concerning the Company, the
                  Buyer or
                  its affiliates, or their directors, officers or agents, except
                  as such may
                  be compelled by legal proceedings or governmental action or
                  authority.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          12.2

                        

                      

                    	
                      
                        
                          
                            Area
                              of
                              restraint

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                12.2.1  

              	
                The
                  restraint in Clause 12.1 applies within each of the following
                  areas:

              


      

       

      
        	
                (a)  

              	
                the
                  municipality of Brisbane and the Gold
                  Coast;

              


      

       

      
        	
                (b)  

              	
                the
                  State of Queensland; and

              


      

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      
        	
                (c)  

              	
                Australia.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          12.3

                        

                      

                    	
                      
                        
                          
                            Period
                              of
                              restraint

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                12.3.1  

              	
                The
                  restraint in Clause 12.1 applies for the period commencing on the
                  date of
                  this Agreement and ending 6 months after the Completion
                  Date.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          12.4

                        

                      

                    	
                      
                        
                          
                            Capacity
                              of
                              restraint

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                12.4.1  

              	
                The
                  restraint in Clause 12.1 applies to the Sellers and each its Directors,
                  Shareholders and Delegates acting:

              


      

       

      
        	
                (a)  

              	
                either
                  alone or in partnership or association with another
                  person;

              


      

       

      
        	
                (b)  

              	
                as
                  Buyer, agent, representative, director, officer or
                  employee;

              


      

       

      
        	
                (c)  

              	
                as
                  member, shareholder, debenture holder, note holder or holder of
                  any other
                  security;

              


      

       

      
        	
                (d)  

              	
                as
                  trustee of or as a consultant or adviser to any person (other than
                  the
                  Buyer); or

              


      

       

      
        	
                (e)  

              	
                in
                  any other capacity.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          12.5

                        

                      

                    	
                      
                        
                          
                            Severability

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                12.5.1  

              	
                Clauses
                  12.1 has effect as comprising each of the separate provisions which
                  results from each combination of an area referred to in Clause
                  12.2, a
                  period referred to in Clause 12.3, and a capacity referred to in
                  Clause
                  12.4.  Each of these separate provisions operates concurrently
                  and independently.

              


      

       

      
        	
                12.5.2  

              	
                If
                  any separate provision referred to in Clause 12.5.1 is unenforceable,
                  illegal or void, that provision is severed and the other provisions
                  remain
                  in force.

              


      

       

      
        	
                12.5.3  

              	
                The
                  Sellers and each of its Directors, Shareholders and Delegates each
                  acknowledge that each of those separate provisions is a fair and
                  reasonable restraint of trade.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          12.6 

                        

                      

                    	
                      
                        
                          
                            Exceptions

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                12.6.1  

              	
                Clause
                  12.1 does not apply to David Arthur Hunter or to Adrian Kent
                  Ferris.

              


      

       

      
        	
                12.6.2  

              	
                Clause
                  12.1 does not prevent a Seller from owning securities of any
                  publicly-owned corporation engaged in any such business, provided
                  that the
                  total amount of securities of each class owned by the Seller in
                  such
                  publicly-owned corporation (other than the Buyer) does not exceed
                  two
                  percent (2%) of the outstanding securities of such
                  class.

              


      

       

      
        
          	
                  13

                	
                  
                    CONFIDENTIALITY

                  

                


        

         

        
          
            
              	 	
                      
                        
                          13.1

                        

                      

                    	
                      
                        
                          
                            Confidentiality
                              and use

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                13.1.1  

              	
                Subject
                  to Clause 13.2, each Party must not, unless authorised by the other
                  Parties in writing or necessary to perform its obligations under
                  this
                  Agreement:

              


      

       

      
        	
                (a)  

              	
                disclose,
                  reveal or make available to any person any Confidential
                  Information;

              


      

       

      
        	
                (b)  

              	
                permit
                  or allow any Confidential Information to be disclosed, revealed
                  or made
                  available to any person;

              


      

       

      
        	
                (c)  

              	
                use
                  or attempt to use any Confidential Information in any manner which
                  may be
                  reasonably likely to damage, injure or cause any loss, either directly
                  or
                  indirectly, to the Company;

              


      

       

      
        	
                (d)  

              	
                use
                  or attempt to use any Confidential Information in any manner for
                  the
                  purpose (whether sole, dominant or collateral) of gaining, directly
                  or
                  indirectly, an advantage for any person other than a person authorised
                  to
                  be in receipt of such advantage under this
                  Agreement;

              


      

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      
        	
                (e)  

              	
                make
                  improper or unconscionable use of any Confidential Information;
                  or

              


      

       

      
        	
                (f)  

              	
                access,
                  use, copy, replicate, modify, corrupt or change in any way any
                  Confidential Information.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          13.2

                        

                      

                    	
                      
                        
                          
                            Exceptions

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                13.2.1  

              	
                A
                  Party does not breach Clause 13.1 by performing an act or omitting
                  to
                  perform an act in circumstances where it is legally compelled to
                  do
                  so.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          13.3

                        

                      

                    	
                      
                        
                          
                            Notification
                              of
                              breach

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                13.3.1  

              	
                Each
                  Party who becomes aware of any unauthorised disclosure of the Confidential
                  Information or other breach of this Clause 12.5 must immediately
                  notify
                  the Company of that fact.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          13.4

                        

                      

                    	
                      
                        
                          
                            Remedies
                              for breach of
                              confidentiality

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                13.4.1  

              	
                Each
                  Party acknowledges that damages may not be a sufficient remedy
                  for a
                  breach of this Clause 12.5 and an interim or permanent injunction
                  is a
                  reasonable remedy available to the Company if a breach of this
                  Clause 12.5
                  is reasonably anticipated.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          13.5

                        

                      

                    	
                      
                        
                          
                            Survival
                              of terms

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                13.5.1  

              	
                The
                  terms and conditions of this Clause 12.5 survive any expiration
                  or
                  termination of this Agreement.

              


      

       

      
        
          	
                  14 

                	
                  
                    TRANSFER
                      DUTY AND LEGAL COSTS

                  

                


        

         

        
          
            
              	
                    	
                      
                        
                          14.1

                        

                      

                    	
                      
                        
                          
                            Transfer
                              Duty

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                14.1.1  

              	
                The
                  Buyer must bear and is responsible for any and all transfer duty
                  on or in
                  respect of this Agreement, the instruments of transfer under this
                  Agreement, and any instrument or transaction contemplated by or
                  ancillary
                  to this Agreement.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          14.2

                        

                      

                    	
                      
                        
                          
                            Legal
                              costs

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                14.2.1  

              	
                Each
                  Party shall bear its own legal costs of and in connection with
                  this
                  Agreement and the Completion.

              


      

       

      
        
          	
                  15

                	
                  
                    GENERAL

                  

                


        

         

        
          
            
              	
                    	
                      
                        
                          15.1

                        

                      

                    	
                      
                        
                          
                            Amendment

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                15.1.1  

              	
                This
                  Agreement may be amended only by another agreement executed by
                  all Parties
                  who may be affected by the
                  amendment.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          15.2

                        

                      

                    	
                      
                        
                          
                            No
                              waiver

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                15.2.1  

              	
                No
                  failure to exercise and no delay in exercising any right, power
                  or remedy
                  under this Agreement will operate as a waiver, and nor will any
                  single or
                  partial exercise of any right, power or remedy preclude any other
                  or
                  further exercise of that or any other right, power or
                  remedy.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          
                            15.3  

                          

                        

                      

                    	
                      
                        
                          
                            Entire
                              agreement

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                15.3.1  

              	
                Subject
                  to any amendment of this Agreement under Clause 15.1, this Agreement
                  constitutes the sole and entire agreement between the
                  Parties.

              


      

       

      
        	
                15.3.2  

              	
                No
                  warranties, representations, guarantees or other terms or conditions
                  of
                  any kind not contained and recorded in this Agreement are of any
                  force or
                  effect.

              


      

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              	
                    	
                      
                        
                          15.4 

                        

                      

                    	
                      
                        
                          
                            Severability

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                15.4.1  

              	
                If
                  any provision of this Agreement is invalid or unenforceable, the
                  balance
                  of this Agreement shall remain in
                  effect.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          15.5

                        

                      

                    	
                      
                        
                          
                            Survival
                              of representations and
                              warranties

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                15.5.1  

              	
                Subject
                  to Clause 15.5.2, the Parties hereby agree that the representations
                  and
                  warranties contained in this Agreement or in any certificate, document
                  or
                  instrument delivered in connection herewith, shall survive the
                  execution
                  and delivery of this Agreement, and the Completion hereunder, regardless
                  of any investigation made by the
                  Parties.

              


      

       

      
        	
                15.5.2  

              	
                Any
                  claims or actions with respect to it (other than claims for
                  indemnifications with respect to the representation and warranties
                  contained in Clauses 7.13 to 7.17, 7.24, 7.37 and 7.42 which shall
                  survive
                  for periods coterminous with any applicable statutes of limitation
                  or, in
                  respect of taxation assessments, any applicable statutory taxation
                  assessment amendment periods) shall terminate unless within twenty-four
                  (24) months after the Completion Date written notice of such claims
                  is
                  given to the Sellers or such actions are
                  commenced.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          
                            15.6

                          

                        

                      

                    	
                      
                        
                          
                            Further
                              assurances and good
                              faith

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                15.6.1  

              	
                Each
                  Party must take all steps, execute all documents and do everything
                  reasonably required by the other Party to give effect to any of
                  the
                  transactions contemplated by this
                  Agreement.

              


      

       

      
        	
                15.6.2  

              	
                Each
                  Party agrees to act in good faith towards each other Party in observing
                  the terms and performing their respective obligations under this
                  Agreement.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          15.7

                        

                      

                    	
                      
                        
                          
                            Specific
                              Performance

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                15.7.1  

              	
                The
                  Sellers acknowledge and agree that the breach of this Agreement
                  would
                  cause irreparable damage to the Buyer and that the Buyer will not
                  have an
                  adequate remedy at law.

              


      

       

      
        	
                115.7.2  

              	
                The
                  obligations of the Sellers under this Agreement, including, without
                  limitation, the Sellers' obligation to sell the Shares to the Buyer,
                  shall
                  be enforceable by a decree of specific performance issued by any
                  court of
                  competent jurisdiction, and appropriate injunctive relief may be
                  applied
                  for and granted in connection
                  therewith.

              


      

       

      
        	
                15.7.3  

              	
                Such
                  remedies shall, however, be cumulative and not exclusive and shall
                  be in
                  addition to any other remedies which any party may have under this
                  Agreement or otherwise.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          15.8

                        

                      

                    	
                      
                        
                          
                            Successors
                              and
                              assigns

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                7.8.1  

              	
                This
                  Agreement shall be binding upon and inure to the benefit of the
                  parties
                  and their respective successors and permitted
                  assigns.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          15.9 

                        

                      

                    	
                      
                        
                          
                            Privity
                              of
                              contract

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                15.9.1  

              	
                Nothing
                  in this Agreement shall create or be deemed to create any third
                  party
                  beneficiary rights in any person or entity not a party to this
                  Agreement
                  except as provided below.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          
                            15.10  

                          

                        

                      

                    	
                      
                        
                          
                            Assignment

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                15.10.1  

              	
                No
                  assignment or novation of this Agreement or of any rights or obligations
                  hereunder may be made by either the Sellers or the Buyer (by operation
                  of
                  law or otherwise) without the prior written consent of the other
                  Parties
                  and any attempted assignment without the required consents shall
                  be
                  void;

              


      

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              	
                    	
                      
                        
                          
                            15.11  

                          

                        

                      

                    	
                      
                        
                          
                            Notices

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                15.11.1  

              	
                Each
                  notice given under this Agreement:

              


      

       

      
        	
                (a)  

              	
                must
                  be typed or in legible writing;

              


      

       

      
        	
                (b)  

              	
                must
                  be in the English language; and

              


      

       

      
        	
                (c)  

              	
                must
                  be addressed to the Party at that Party's address, or sent to the
                  Party at
                  that Party’s facsimile number, given in Schedule 1;
                  and

              


      

       

      
        	
                (d)  

              	
                must
                  be signed by the Party giving it.

              


      

       

      
        	
                15.11.2  

              	
                Each
                  notice given under this Agreement may only be served personally,
                  by
                  prepaid post or by facsimile
                  transmission.

              


      

       

      
        	
                15.11.3  

              	
                Each
                  notice given under this Agreement may only be served personally,
                  by
                  prepaid post or by facsimile transmission. In this
                  regard:

              


      

       

      
        	
                (a)  

              	
                Subject
                  to Clause 15.11.4, if a notice given under this Agreement is served
                  personally, it is deemed to be served the day it is
                  served.

              


      

       

      
        	
                (b)  

              	
                Subject
                  to Clause 15.11.4, if a notice given under this Agreement is served
                  by
                  prepaid post, it is deemed to be served two Business Days after
                  posting.

              


      

       

      
        	
                (c)  

              	
                If
                  a notice given under this Agreement is served by facsimile transmission
                  within Business Hours, it is deemed to be served when the facsimile
                  machine through which it was sent produces a report indicating
                  a
                  successful transmission of the
                  notice.

              


      

       

      
        	
                (d)  

              	
                If
                  a notice given under this Agreement is served by facsimile transmission
                  outside Business Hours, it is deemed to be served at the commencement
                  of
                  the next Business Hour after the time when the facsimile machine
                  through
                  which it was sent produces a report indicating a successful transmission
                  of the notice.

              


      

       

      
        	
                15.11.4  

              	
                If
                  a delivery or receipt is outside Business Hours, the notice is
                  taken to
                  have been given during Business Hours on the next Business
                  Day.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          
                            15.12  

                          

                        

                      

                    	
                      
                        
                          
                            Party
                              acting as
                              trustee

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                15.12.1  

              	
                If
                  a Party enters into this Agreement as trustee of a trust, the Party
                  and
                  its successors as trustee of the trust are liable under this Agreement
                  in
                  their own right and as trustee of the trust.  Nothing releases
                  the Party from any liability in its personal capacity.  The
                  Party warrants that:

              


      

      
         

        
          	
                  15.12.2  

                	
                  
                    all
                      the powers and discretions conferred by the deed establishing
                      the trust
                      are capable of being validly exercised by the Party as trustee
                      and have
                      not been varied or revoked;

                  

                


        

         

      

      
        
          	
                  15.12.3  

                	
                  the
                    trust is a valid and subsisting
                    trust;

                


        

        
           

          
            	
                    15.12.4  

                  	
                    the
                      Party is the sole trustee of the trust and has full and unfettered
                      power
                      under the terms of the deed establishing the trust to enter
                      into and be
                      bound by this Agreement on behalf of the
                      trust;

                  


          

          
            
               

              
                	
                        15.12.5  

                      	
                        this
                          Agreement is executed and entered into as part of the due
                          and proper
                          administration of the trust and for the benefit of the
                          beneficiaries of
                          the trust; and

                      


              

              
                
                   

                  
                    	
                            15.12.6  

                          	
                            no
                              restriction on the Party's right of indemnity out of,
                              or lien over, the
                              trust's assets exists, or will be created or permitted
                              to exist, and that
                              right has priority over the right of the beneficiaries
                              to the trust's
                              assets.

                          


                  

                   

                  
                    
                      
                      

                    

                    
                      43

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                  
                     

                    
                      
                        
                          	
                                	
                                  
                                    
                                      
                                        15.13  

                                      

                                    

                                  

                                	
                                  
                                    
                                      
                                        Governing
                                          law

                                      

                                    

                                  

                                


                        

                                   

                      

                    

                  

                

              

            

          

        

      

      
        	
                15.13.1  

              	
                This
                  Agreement is governed by and construed in accordance with laws
                  applicable
                  in the State of Queensland,
                  Australia.

              


      

       

      
        	
                15.13.2  

              	
                Each
                  Party submits to the respective jurisdictions (including, where
                  applicable, the non exclusive jurisdictions) of the courts of Queensland,
                  Australia, as well as all other Australian courts or tribunals
                  having
                  jurisdiction over laws applicable in the State of Queensland,
                  Australia.

              


      

       

      
        	
                15.13.3  

              	
                Any
                  proceedings in respect of any cause of action arising under this
                  Agreement
                  must be instituted, heard and determined in a court of competent
                  jurisdiction in Queensland,
                  Australia.

              


      

       

      
        
          
            
              	
                    	
                      
                        
                          
                            15.14  

                          

                        

                      

                    	
                      
                        
                          
                            Counterparts
                              & exchange by
                              fax

                          

                        

                      

                    


            

                       

          

        

      

      
        	
                15.14.1  

              	
                This
                  Agreement may be executed in any number of counterparts and all
                  counterparts taken together shall constitute one and the same
                  instrument.

              


      

       

      
        	
                15.14.2  

              	
                Each
                  Party may execute this Agreement by signing a facsimile copy of
                  the same
                  and serving the signed copy by hand, mail or facsimile on each
                  other
                  Party.

              


      

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        1 – AGREEMENT DETAILS

       

      


      Effective
        Date

      


      30
        November 2007.

      


      Completion
        Date

      


      30
        November 2007, or such other date agreed in writing between the
        parties.

      


      Place
        of Completion

      


      206
        Logan
        Road, Buranda Qld 4102, or such other place agreed in writing between the
        parties.

      


      Purchase
        Price

      


      The
        Purchase Price comprises the aggregate sum of the following
        amounts:

      


      
        	
                (1)

              	
                Six
                  hundred thousand US dollars (USD$600,000.00);
                  and

              


      

      


      
        	
                (2)

              	
                Six
                  hundred and sixty eight thousand, eight hundred and eleven AUD
                  dollars and
                  seventy six AUD cents
                  AUD$668,811.76.

              


      

      


      Apportionment
        of Purchase Price

      


      
        	
                Seller

              	
                USD

              	
                AUD

              
	
                Steven
                  Peter James

              	
                $3,157.89

              	
                $3,520.06

              
	
                Annette
                  Beryl James

              	
                $3,157.89

              	
                $3,520.06

              
	
                Adrian
                  Kent Ferris & Lionel John Ferris jointly as trustees

              	
                $63,157.89

              	
                $70,401.24

              
	
                Margo
                  Donoghue

              	
                $31,578.95

              	
                $35,200.62

              
	
                Annette
                  Beryl James & Steven Peter James jointly as trustees

              	
                $451,578.95

              	
                $503,368.85

              
	
                David
                  Arthur Hunter & Leonne Rosslyn Whibley jointly as
                  trustees

              	
                $47,368.42

              	
                $52,800.93

              
	
                TOTAL

              	
                $600,000.00

              	
                $668,811.76

              


      

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        2 – PARTY DETAILS

       

      


      Company

      


      James
        Design Pty Ltd ACN 010 768 359

      


      Sellers

      


      
        	
                Steven
                  Peter James

                   of
                  167 Andrew Road, Greenbank Qld 4124

              	
                1
                  Ordinary Share

              
	
                Annette
                  Beryl James

                   of
                  167 Andrew Road, Greenbank Qld 4124

              	
                1
                  Ordinary Share

              
	
                Adrian
                  Kent Ferris & Lionel John Ferris jointly as trustees

                   of
                  15 Walton Street, Dutton Park Qld 4102

              	
                20
                  Ordinary Shares

              
	
                Margo
                  Donoghue

                   of
                  36 Quirinal Crescent, Seven Hills Qld 4170

              	
                10
                  Ordinary Shares

              
	
                Annette
                  Beryl James & Steven Peter James jointly as trustees

                   of
                  167 Andrew Road, Greenbank Qld 4124

              	
                143
                  Ordinary Shares

              
	
                David
                  Arthur Hunter & Leonne Rosslyn Whibley jointly as
                  trustees

                   of
                  14 Beldale Court, Wellington Point Qld 4160

              	
                15
                  Ordinary Shares

              
	
                TOTAL

              	
                190
                  Ordinary Shares

              


      

      


      Buyer

      


      WPCS
        Australia Pty Ltd ACN 128 426 602

      


      Retiring
        Directors

      


      Lionel
        John Ferris

      


      New
        Directors

      


      Andrew
        Hidalgo

      Joseph
        Heater

      


      Retiring
        Secretary

      


      Annette
        Beryl James

      


      New
        Secretary

      


      Lionel
        John Ferris

      


      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        3 – COMPANY SHARES

       

       

      


       

       

      NIL

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        4 – COMPANY SUBSIDIARIES

       

      


       

      NIL

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        5 – THIRD PARTY CONSENTS

       

      


       

      NIL

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        6 – SPECIAL INCOME IN FINANCIAL STATEMENTS

       

       

      AS
        PER THE FOLLOWING –

       

       

      
        	
                ·  

              	
                JAMES
                  DESIGN PTY LTD – PROFIT AND LOSS AS AT
                  30.6.06  -  HIGHLIGHTED
                  ITEMS

              


      

       

      
        	
                ·  

              	
                JAMES
                  DESIGN PTY LTD – PROFIT AND LOSS AS AT
                  30.6.07  -  HIGHLIGHTED
                  ITEMS

              


      

       

      
        	
                ·  

              	
                JAMES
                  DESIGN PTY LTD – PROFIT AND LOSS 1.7.07 –
                  31.10.07  -  HIGHLIGHTED
                  ITEMS

              


      

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        7 – COMPANY LIABILITIES

       

       

      NIL

       

       

      


      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        8 – TAX RETURNS

       

      NONE
        OTHER THAN -

       

       

      
        	
                ·  

              	
                AUSTRALIAN
                  TAXATION OFFICE – GST AUDIT (RANDOM CHECK) SOMETIME 2000 -
                  2001

              


      

       

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        9 – ACCOUNTS RECEIVABLE

       

      


       

      NIL

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        10 – INVENTORY

       

      


       

      NIL

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        11 – FIXED ASSETS

       

       

      AS
        PER ATTACHED

       

       

      
        	
                ·  

              	
                FURNITURE
                  AND COMPUTER INVENTORY  -  206 LOGAN ROAD
                  BURANDA  QLD

              


      

       

      
        	
                ·  

              	
                DEPRECIATION
                  SCHEDULE

              


      

       

      
        	
                ·  

              	
                ESANDA
                  LEASE (RODEO)

              


      

       

      
        	
                ·  

              	
                RICOH
                  LEASE

              


      

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        12 – LEASES

       

       

      AS
        PER LEASES ATTACHED TO SCHEDULE #11

       

       

      AND
        ATTACHED

       

       

      OFFICE
        LEASE

       

      


      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        13 – INTELLECTUAL PROPERTY RIGHTS

       

      


       

      NIL

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        14 – INSURANCE POLICIES

       

      


       

      SEE
        ATTACHED

       

       

      
        	
                1.  

              	
                PROFESSIONAL
                  INDEMNITY

              


      

       

       

      
        	
                2.  

              	
                BUSINESS
                  INSURANCE (INCL PUBLIC
                  LIABILITY)

              


      

       

       

      
        	
                3.  

              	
                MOTOR
                  VEHICLE (RODEO)

              


      

       

       

      
        	
                4.  

              	
                MOTOR
                  VEHICLE (CROSS 8)

              


      

       

       

      
        	
                5.  

              	
                MOTOR
                  VEHICLE (FESTIVA)

              


      

       

       

      
        	
                6.  

              	
                 DIRECTOR’S
                  INSURANCE                                                      AS
                  PER ATTACHED SCHEDULE (S
                  JAMES)

              


      

       

       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        15 – THIRD PARTY CONTRACTS

       

       

      SEE
        ATTACHED

       

      
        	
                1.  

              	
                EMPLOYEE
                  AGREEMENTS

              


      

       

       

      
        	
                2.  

              	
                CONTRACT
                  EMPLOYEE AGREEMENT

              


      

       

       

      
        	
                3.  

              	
                LEASE
                  ESANDA (RODEO) SEE SCHEDULE
                  12

              


      

       

       

      
        	
                4.  

              	
                LEASE
                  ESANDA (CROSS 8) SEE SCHEDULE
                  12

              


      

       

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        16 – LEGAL VIOLATIONS & INFRINGEMENTS

       

      


       

      NIL

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        17 – LITIGATION & DISPUTES

       

      


       

      NIL

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        18 – ACTIONS OUTSIDE ORDINARY COURSE OF BUSINESS

       

      


       

      NIL

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        19 – EMPLOYEE PROGRAMS

       

      


       

      NIL

       

       

      


      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        20 – SERVICE WARRANTIES & LIABILITIES

       

      JAMES
        DESIGN PTY LTD HAS NO CURRENT CLAIMS AND

       

      IS
        NOT AWARE OF ANY LIKLEY TO OCCUR

       

      IN
        REGARD TO THE FOLLOWING-

       

       

       

      
        	
                ·  

              	
                DESIGN
                  WARRANTY – JAMES DESIGN P/L WILL CORRECT DESIGN FAULT WITHOUT
                  CHARGE

              


      

       

       

      
        	
                ·  

              	
                CONSTRUCTION
                  WARRANTY – IF INSTALLED, WE REMEDY THE PROBLEM UP
                  TO

              


      

       

       

      THE
        AMOUNT OF OUR PROFESSIONAL
        INDEMNITY EXCESS ($10,000), IN EXCESS

       

       

      OF
        THIS AMOUNT REPRESENTS A CLAIM UPON
        OUR PROFESSIONAL INDEMNITY

       

       

             
        POLICY (SEE SCHEDULE #14).

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        21 – COMPANY ASSETS

       

      FURNITURE
        AND COMPUTER INVENTORY LIST – REFER SCHEDULE # 11

       

      206
        LOGAN ROAD BURANDA  QLD

       

       

       

       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

       

       

       

      SCHEDULE
        22 – SPECIAL COMMERCIAL PRACTICES

      
 

       

      NIL

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        23 – LICENCES, CONSENTS, PERMITS & APPROVALS

       

       

       

      
        	
                1.  

              	
                ROSS
                  FAIRWEATHER – # 4865 R.P.E.Q. (REGISTERED PROFESSIONAL ENGINEER
                  QUEENSLAND)

              


      

       

      
        	
                2.  

              	
                DARRYL
                  COOPER – #1001201 B.S.A. (BUILDING SERVICES AUTHORITY) FIRE AND
                  HYDRAULIC

              


      

       

      
        	
                3.  

              	
                STEVEN
                  JAMES –  #11500EM N.T. BUILDING PRACTIONERS
                  BOARD

              


      

       

      
        	
                4.  

              	
                LIONEL
                  FERRIS  -  #1243450 R.P.E.Q.
                  (ELECTRICAL)

              


      

       

      
        	
                5.  

              	
                JAMES
                  DESIGN PTY LTD – # 2307 BOARD OF PROFESSIONAL ENGINEERS
                  QLD

              


      

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                6.  
                  

              	
                SCHEDULE
                  24 – ENVIRONMENTAL MATTERS

              


      

       

      


       

      NIL


       

      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        25 – BROKERS

       

      BUSINESS
        BROKER – SUPERTRAC PTY LTD

       

      GPO
        BOX 3294

       

      BRISBANE  Q  4001

       

      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
        26 

      RELATED
        PARTY TRANSACTIONS

       

      NIL

       

       

      
        
          
          

        

        
          70

          
            

          

        

        
          
          

        

      

       

      EXECUTION

       

       

      Executed
        as an Agreement.

       

      
        	
                Executed
                  by WPCS AUSTRALIA PTY LTD ACN 128 426 602 in accordance
                  with section 127 of the Corporations Act 2001:

                 

              	
                )

                )

                )

                 

              	 
	
                ______________________________

                Director/Company
                  Secretary

              	 	
                ______________________________

                Director

              
	 	 	 
	
                ______________________________

                Name
                  of Director/Company Secretary

                (BLOCK
                  LETTERS)

              	 	
                ______________________________

                Name
                  of Director

                (BLOCK
                  LETTERS)

              


      

       

      
        	
                Executed
                  by STEVEN PETER JAMES

                 

              	 	 
	
                at (suburb)

              	 
	 	 
	
                on (date)

              	 
	 	 	
                Signature

              
	
                in
                  the presence of:

              	 	 
	 	 
	 
	 
	
                Witness

              	 
	 	 
	 	 
	
                Name

              	 	 


      

      


      
        	
                Executed
                  by ANNETTE BERYL JAMES

                 

              	 	 
	
                at (suburb)

              	 
	 	 
	
                on (date)

              	 
	 	 	
                Signature

              
	
                in
                  the presence of:

              	 	 
	 	 
	 
	 
	
                Witness

              	 
	 	 
	 	 
	
                Name

              	 	 


      

      


      
        
          
          

        

        
          71

          
            

          

        

        
          
          

        

      

      


      
        	
                Executed
                  by ADRIAN KENT FERRIS

                 

              	 	 
	
                at (suburb)

              	 
	 	 
	
                on (date)

              	 
	 	 	
                Signature

              
	
                in
                  the presence of:

              	 	 
	 	 
	 
	 
	
                Witness

              	 
	 	 
	 	 
	
                Name

              	 	 


      

      


      
        	
                Executed
                  by LIONEL JOHN FERRIS

                 

              	 	 
	
                At (suburb)

              	 
	 	 
	
                on (date)

              	 
	 	 	
                Signature

              
	
                in
                  the presence of:

              	 	 
	 	 
	 
	 
	
                Witness

              	 
	 	 
	 	 
	
                Name

              	 	 


      

      


      
        	
                Executed
                  by MARGO DONOGHUE

                 

              	 	 
	
                At (suburb)

              	 
	 	 
	
                on (date)

              	 
	 	 	
                Signature

              
	
                in
                  the presence of:

              	 	 
	 	 
	 
	 
	
                Witness

              	 
	 	 
	 	 
	
                Name

              	 	 


      

      


      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

      

      


      
        	
                Executed
                  by DAVID ARTHUR HUNTER

                 

              	 	 
	
                At (suburb)

              	 
	 	 
	
                on (date)

              	 
	 	 	
                Signature

              
	
                in
                  the presence of:

              	 	 
	 	 
	 
	 
	
                Witness

              	 
	 	 
	 	 
	
                Name

              	 	 


      

       

      
        	
                Executed
                  by LEONNE ROSSLYN WHIBLEY

                 

              	 	 
	
                at (suburb)

              	 
	 	 
	
                on (date)

              	 
	 	 	
                Signature

              
	
                in
                  the presence of:

              	 	 
	 	 
	 
	 
	
                Witness

              	 
	 	 
	 	 
	
                Name

              	 	 


      

       

      
        	
                Executed
                  by JAMES DESIGN PTY LTD ACN 010 768 359 in accordance
                  with section 127 of the Corporations Act 2001:

                 

              	
                )

                )

                )

                 

              	 
	
                ______________________________

                Director/Company
                  Secretary

              	 	
                ______________________________

                Director

              
	 	 	 
	
                ______________________________

                Name
                  of Director/Company Secretary

                (BLOCK
                  LETTERS)

              	 	
                ______________________________

                Name
                  of Director

                (BLOCK
                  LETTERS)

              


      

       

    

    73