**Exhibit 4.1.3**

 

**Transitionand Shared ServicesAgreement**

 

**CSRLimited**ABN 90 000 001 276

 

and

 

**RinkerGroup Limited**ABN 53 003 433 118

 

----

 

**Tableof contents**

 

*Clause*

 
| **1**  | **Definitions and interpretation**                    |
|--------|-------------------------------------------------------|
|   |                                                  |
|   | 1.1                                                   | Definitions |
|   | 1.2                                                   | Interpretation |
|   | 1.3                                                   | Precedence of documents |
|   | 1.4                                                   | Beneficial interest |
|   |                                                  |   |
| **2**  | **Term**                                              |
|   |                                                  |
| **3**  | **Provision of Services**                             |
|   |                                                  |
| **4**  | **RGL Group’s and CSR Group’s obligations** |
|   |                                                  |
|   | 4.1                                                   | RGL Group’s responsibilities |
|   | 4.2                                                   | CSR Group’s responsibilities |
|   |                                                  |   |
| **5**  | **Variation of and additional Services**              |
|   |                                                  |
|   | 5.1                                                   | Additional Services |
|   | 5.2                                                   | Variation  request |
|   | 5.3                                                   | No obligation to vary |
|   | 5.4                                                   | Variations to IT infrastructure and Service  delivery |
|   |                                                  |   |
| **6**  | **[This part  has been deleted]**                     |
|   |                                                  |
| **7**  | **Sub-contracting**                                   |
|   |                                                  |
| **8**  | **Payment**                                           |
|   |                                                  |
|   | 8.1                                                   | Charges |
|   | 8.2                                                   | Invoicing and payment |
|   | 8.3                                                   | Adjustment to Charges |
|   | 8.4                                                   | Disputed  Charges |
|   |                                                  |   |
| **9**  | **Dispute Resolution**                                |
|   |                                                  |
| **10** | **Confidentiality and disclosure of  information**    |
|   |                                                  |
|   | 10.1                                                  | Confidentiality |
|   | 10.2                                                  | Permitted disclosure |
|   | 10.3                                                  | Third party disclosure |
|   | 10.4                                                  | Return or destruction of Confidential  Information |
|   | 10.5                                                  | No obligation to provide Confidential  Information |
|   | 10.6                                                  | Privacy |
|   | 10.7                                                  | Survival of clause |

 

1

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| **11**                                         | **No  warranties**                       |
|------------------------------------------------|------------------------------------------|
|                                           |                                     |
| **12**                                         | **Limitation of liability**              |
|                                           |                                     |   |
|                                           | 12.1                                     | Limitation of liability |
|                                           | 12.2                                     | Trade Practices Act |
|                                           | 12.3                                     | Right of recovery against a third party |
|                                           | 12.4                                     | Force  Majeure |
|                                           | 12.5                                     | Insurance |
|                                           |                                     |   |
| **13**                                         | **Copyright and CSR Trade Mark Licence** |
|                                           |                                     |
|                                           | 13.1                                     | Copyright Licences |
|                                           | 13.2                                     | Trade Mark Licences |
|                                           |                                     |   |
| **14**                                         | **Assistance on cessation**              |
|                                           |                                     |   |
|                                           | 14.1                                     | Principles of cessation |
|                                           | 14.2                                     | Grant  of licence |
|                                           |                                     |   |
| **15**                                         | **Termination**                          |
|                                           |                                     |   |
|                                           | 15.1                                     | Termination Events |
|                                           | 15.2                                     | Effect of Termination Event |
|                                           | 15.3                                     | Termination for convenience |
|                                           | 15.4                                     | Termination of a Service Schedule |
|                                           | 15.5                                     | Termination where scheme of arrangement or  change of control |
|                                           |                                     |   |
| **16**                                         | **General**                              |
|                                           |                                     |   |
|                                           | 16.1                                     | Notices |
|                                           | 16.2                                     | Governing law and jurisdiction |
|                                           | 16.3                                     | Further assurances |
|                                           | 16.4                                     | Variation |
|                                           | 16.5                                     | Merger |
|                                           | 16.6                                     | Assignment |
|                                           | 16.7                                     | Consents |
|                                           | 16.8                                     | Waivers |
|                                           | 16.9                                     | Costs and expenses |
|                                           | 16.10                                    | No representation or reliance |
|                                           | 16.11                                    | Entire  Agreement |
|                                           | 16.12                                    | Cumulative  rights |
|                                           | 16.13                                    | Prohibition and enforceability |
|                                           | 16.14                                    | To the extent not excluded by law |
|                                           |                                     |   |
| **17**                                         | **GST**                                  |
|                                           |                                     |
| **Schedule  1 – Agreed Service Schedule** |

 

2

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| **1**  | **CSR BSC: Processing of AP invoices for RGL**                       |
|--------|----------------------------------------------------------------------|
|   |                                                                 |
| **2**  | **CSR BSC: Gateway Transmissions to Westpac**                        |
|   |                                                                 |
| **3**  | **CSR BSC: Leaseplan administration**                                |
|   |                                                                 |
| **4**  | **CSR HR: BSC CHRIS system**                                         |
|   |                                                                 |
| **5**  | **CSR HR: Transitional support services**                            |
|   |                                                                 |
| **6**  | **CSR HR: Share and Option Plans**                                   |
|   |                                                                 |
| **7**  | **CSR HR: Vehicle Administration**                                   |
|   |                                                                 |
| **8**  | **CSR HR: CHRIS system – Workers’  Compensation**          |
|   |                                                                 |
| **9**  | **CSR Workers Compensation: administration  assistance Yarraville.** |
|   |                                                                 |
| **10** | **CSR Workers Compensation: Claims Advisor  Queensland**             |
|   |                                                                 |
| **11** | **CSR Procurement: Telstra Contract  Negotiations**                  |
|   |                                                                 |
| **12** | **CSR FRG: Transitional accounting and  reporting assistance**       |
|   |                                                                 |
| **13** | **CSR Taxation: Cross training in tax  processes**                   |
|   |                                                                 |
| **14** | **CSR Treasury: Treasury services**                                  |
|   |                                                                 |
| **15** | **CSR Treasury: Vehicle Finance support**                            |
|   |                                                                 |
| **16** | **CSR Strategy: Advice**                                             |
|   |                                                                 |
| **17** | **CSR Property: Rent 9 Help Street Chatswood**                       |
|   |                                                                 |
| **18** | **Corporate functions other**                                        |
|   |                                                                 |
| **19** | **CSR BIS: Tier 1 Help Desk**                                        |
|   |                                                                 |
| **20** | **CSR BIS: PC and Desktop Support**                                  |
|   |                                                                 |
| **21** | **CSR BIS: NT Server Support**                                       |
|   |                                                                 |
| **22** | **CSR  BIS: Email**                                                  |

 

3

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| **23**                                        | **CSR BIS: Wide Area Network Support**                      |
|-----------------------------------------------|-------------------------------------------------------------|
|                                          |                                                        |
| **24**                                        | **CSR BIS: E-Commerce**                                     |
|                                          |                                                        |
| **25**                                        | **CSR BIS: Voice Services**                                 |
|                                          |                                                        |
| **26**                                        | **CSR BIS: SAP and Command / ACS data centre  and support** |
|                                          |                                                        |
| **27**                                        | **CSR BIS: Miscellaneous Applications Support**             |
|                                          |                                                        |
| **28**                                        | **CSR BIS: Miscellaneous Support**                          |
|                                          |                                                        |
| **Schedule 2 – Agreed Service Schedule** |

 

4

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**Thistransition and shared services agreement**

 

is made on 27March 2003 between the following parties:

 

**1****                                         CSRLimited** ABN 90 000 001 276of Level 1, 9 Help Street, Chatswood NSW 2067 (**CSR**)

 

**2****                                         RinkerGroup Limited** ABN 53 003 433 118of Level 4, 9 Help Street, Chatswood NSW 2067 (**RGL**)

**Recitals**

 

A.                                   RGL Group Membersreceive from CSR Group Members certain services and access to software,information technology and communications infrastructure, property and otherfacilities and infrastructure in connection with the RGLA Businesses.

 

B.                                     The CSR Group hasagreed to continue making such services and access available to the RGL Groupduring the Term to assist the RGL Group to transition away from the servicesand access provided by the CSR Group to the RGLA Businesses.

 

C.                                     TheCSR Group and the RGL Group have agreed

 

(a)                                  toassist each other with giving effect to the Demerger and the maintenance oftheir corporate memories and to share relevant experience and

 

(b)                                 tolicense each other to use copyright in their works to carry on their businessoperations 

 

and CSR has agreed to licence to the RGL Group in Australia the righttemporarily to continue to display the CSR Trade Mark in its signage inconnection with the RGLA Businesses to enable the RGL Group to remove it in anorderly manner.

 

**Theparties agree**

 

in consideration of, amongother things, the mutual promises contained in this Agreement:

 

**1          Definitions and interpretation**

** **

**1.1****                               Definitions**

 

In this Agreement the following terms have the following meanings:

 

**Agreement** means thisagreement including all Service Schedules.

 

**Business Day** means aday (not being a Saturday, Sunday or public holiday) in Sydney.

 

**Charges** mean thefees payable for the Services pursuant to clause 8.

 

**Claim** has themeaning given in the Demerger Deed.

 

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**Commencement Date**means the commencement of the month immediately following the month in whichthe Effective Date occurs or such other date as is agreed by CSR and RGL.

 

**Confidential information**means confidential information, trade secrets, know-how, scientific, technical,product, market or pricing information which is confidential to the RGL Groupor the CSR Group, other than Excluded Information.

 

**Contract Manager**means the representative of each Party specified in the relevant ServiceSchedule.

 

**CSR Group** means CSRand each of its Subsidiaries at the relevant time (excluding any RGL GroupMembers at the relevant time) each a **CSRGroup Member.**

 

**CSR Trade Mark** means“CSR” in whatever form it currently appears in the signage used in connectionwith the RGLA Businesses.

 

**defaulting Third Party service provider**is defined in clause 12.3.

 

**Demerger** has themeaning given to it in the Demerger Deed.

 

**Demerger Deed** meansthe Demerger Deed between CSR and RGL executed on or about the date of thisAgreement.

 

**Effective Date** hasthe meaning has the same meaning as in the Demerger Deed.

 

**Excluded Information**means information:

 

(a)                                  whichis in or becomes part of the public domain other than through the recipient’sbreach of this Agreement or an obligation of confidence owed to the provider ofthe information;

 

(b)                                 whichthe recipient of the information obtains from a third party who is lawfully inpossession of the information and may lawfully disclose it to the recipient; or

 

(c)                                  whichis or has been independently developed by an employee of the recipient who hasno knowledge of the disclosure by the disclosing party.

 

**Extension Period**means, in relation to a Service or Services, the period, if any, specified assuch in a Service Schedule as applying to the Service or Services.

 

**Force Majeure Event**means any event which is not within the reasonable control of the partyclaiming force majeure and includes strikes, lockouts and other industrialdisputes.

 

**Government Agency**means any foreign or Australian government or semi-governmental,administrative, fiscal, judicial or quasi-judicial body, department,commission, authority, tribunal, agency or entity or person vested withfunctions under any law or any Minister of the Crown in right of theCommonwealth of Australia or any state.

 

**Gross Default** hasthe meaning given in clause 12.1(a).

 

6

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**Initial Period**means, in relation to a Service or Services, the period specified as such in aService Schedule applying to that Service or Services.

 

**Intellectual Property**means the statutory and other legally enforceable proprietary rights, includingbut not limited to trade marks, patents, designs, copyright, circuit layouts, confidentialinformation, trade secrets and all other intellectual property rights asdefined in Article 2 of the Convention establishing the World IntellectualProperty Organisation, dated 14 July 1967, as amended from time to time.

 

**Parties** mean eachCSR Group Member and each RGL Group Member.

 

**Personal Information**has the meaning given in the Privacy Act 1988 (Cth).

 

**Privacy Laws** meansthe Privacy Act 1988 (Cth) and any ancillary rules, guidelines, orders,directions, directives, codes of conduct or other instrument made or issuedthereunder, as amended from time to time and all other statutes concerning theprivacy of Personal Information.

 

**Recipient** means theParty entitled to receive a Service specified in a Service Schedule and, unlessotherwise stated in that Service Schedule, means a RGL Group Member.

 

**Related Body Corporate**has the meaning given in section 9 of the Corporations Act 2001 (Cth).

 

**RGLA Businesses** hasthe meaning given to the RGL Businesses in the Demerger Deed except that it isconfined to the businesses, operations and activities carried on in Australia.

 

**RGL Group** means RGLand each of its Subsidiaries at the relevant time, each a **RGL Group Member.**

 

**Services** means thevarious services and access to be provided by the CSR Group Members pursuant tothis Agreement as specified in the Service Schedules.

 

**Service Schedule**means a schedule describing the Services to be provided and attached to thisAgreement as part of Schedule 1 at the date of this Agreement or subsequentlyattached to this Agreement as a part of Schedule 2 pursuant to clause 5.

 

**Subsidiary** has themeaning given in section 9 of the Corporations Act 2001 (Cth).

 

**Supplier** means theParty required to supply a Service specified in a Service Schedules and, unlessotherwise stated in that Service Schedule, means a CSR Group Member.

 

**Term** has the meaninggiven in clause 2(a).

 

**Third Party** meansany person other than a RGL Group Member or a CSR Group Member, and includesGovernment Agencies.

 

7

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**Third Party Claim**means a Claim brought by a Third Party.

 

**Third Party Consent**means a consent given by a Third Party including any agreement or waiver.

 

**Third Party service providers**means any third party that provides or supplies Services to a Party includingany subcontractors engaged by a Party to provide or supply Services pursuant tothis Agreement.

 

**Trade Practices Act**means the Trade Practices Act 1974 (Cth) and corresponding Australian State andTerritory enactments and references in this Agreement to sections of the TradePractices Act include all corresponding provisions of any Australian State andTerritory enactments.

 

**Variation** means anyvariation, alteration, amendment, reduction or addition to any aspect of theServices, and includes any necessarily consequential changes to the relevantService Schedules.

 

**1.2****                               Interpretation**

 

(a)                                  Inthis Agreement headings and bold type are for convenience only and do notaffect the interpretation of this Agreement and unless the context otherwise requires:

 

(1)                                  words importing thesingular include the plural and vice versa;

 

(2)                                  a reference to onegender includes all genders;

 

(3)                                  other parts of speechand grammatical forms of a word or phrase defined in this Agreement have acorresponding meaning;

 

(4)                                  an expressionimporting a natural person includes any company, partnership, joint venture,association, corporation or other body corporate and any Government Agency;

 

(5)                                  a reference tolegislation includes any change to, consolidation or replacement of it, whetherpassed by the same or another Government Agency with legal power to do so, andany delegated legislation or proclamation issued under it;

 

(6)                                  a reference to adocument includes all amendments or supplements to or replacements or novationsof that document;

 

(7)                                  a reference to aparty to a document includes that party’s executors, administrators, successorsand permitted assigns including any person taking by novation;

 

(8)                                  no provision of thisAgreement will be construed adversely to a party solely on the ground that theparty was responsible for the preparation of this Agreement or that provision;

 

8

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(9)                                  ifmore than one person is identified as a group, that expression refers to them,and the obligations of the group under this Agreement bind them, jointly andseverally;

 

(10)                            acovenant or agreement on the part of two or more persons binds them severally;

 

(11)                            “in relation to” includesarising, directly or indirectly, in whole or in part, in relation to, inrelation to, in connection with, as a consequence of, or which would not havearisen but for;

 

(12)                            a reference to “claim”includes any claim or cause of action and whether made at law, in equity orunder statute; and

 

(13)                            a reference to a body otherthan a party to this Agreement (including an institute, association orauthority) whether statutory or not which ceases to exist or whose powers orfunctions are transferred to another body, is a reference to the body whichreplaces it or which substantially succeeds to its powers or functions.

 

(b)                       In this Agreement, unlessotherwise expressly stated, “including” means “including but not limited to”and “include” and “includes” have corresponding meanings. 

 

(c)                        Where the day on or by which anything is to be done is not a Business Day, that thing must be done on or by thenext Business Day.

 

**1.3****                               Precedence of documents**

 

Subject to anyexpress provision to the contrary in this Agreement (excluding the ServiceSchedules), to the extent of any inconsistency between the provisions of thisAgreement (excluding the Service Schedules) and the Service Schedules, theprovisions of this Agreement (excluding the Service Schedules) will prevail tothe extent of the inconsistency.

 

**1.4****                               Beneficial interest**

 

(a)                                                CSRand RGL acknowledge and agree that:

 

(1)                                  CSRenters into and obtains the benefit of this Agreement on behalf of itself andas trustee for each CSR Group Member;

 

(2)                                  wherethis Agreement obliges or purports to oblige any CSR Group Member to act or torefrain from acting or otherwise specifies or purports to specify the rightsand obligations of any CSR Group Member, CSR will procure that the CSR GroupMember acts or refrains from acting in accordance with this Agreement and

 

9

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otherwisecomplies with its rights and obligations under this Agreement;

 

(3)                                  anyCSR Group Member may enforce any promise, right (including right ofindemnification), representation, warranty and release that is given to or madein favour of or for the benefit of, a CSR Group Member or may require CSR toenforce the same on behalf of a CSR Group Member;

 

(4)                                  RGLenters into and obtains the benefit of this Agreement on behalf of itself andas trustee for each RGL Group Member;

 

(5)                                  wherethis Agreement obliges or purports to oblige any RGL Group Member to act or torefrain from acting or otherwise specifies or purports to specify the rightsand obligations of any RGL Group Member, RGL will procure that the RGL GroupMember acts or refrains from acting in accordance with this agreement andotherwise complies with its rights and obligations under this Agreement; and

 

(6)                                  anyRGL Group Member may enforce any promise, right (including right ofindemnification), representation, warranty and release that is given to or madein favour of or for the benefit of, a RGL Group Member or may require RGL toenforce the same on behalf of a RGL Group Member.

 

**2****                                         Term**

 

(a)                                  ThisAgreement commences on the Commencement Date and expires when no Supplier isany longer obliged to provide, or to procure the supply of, any Servicespursuant to this Agreement, unless terminated earlier in accordance with thisAgreement.

 

(b)                                 Ifa Service Schedule specifies an Extension Period, the relevant Recipient may bywritten notice to the relevant Supplier not less than 30 Days before the expiryof the Initial Period specified in the Service Schedule, require that the termof that Service Schedule be extended by the Extension Period. Following receiptof such notice, the Supplier must continue to supply, or procure the supply of,the Service the subject of the notice during the Extension Period in accordancewith this Agreement.

 

**3              Provision of Services**

 

(a)                                  Witheffect from the Commencement Date, each Supplier will supply, or procure thesupply of, the Services for the Initial

 

10

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Period (andfor the Extension Period if applicable pursuant to clause 2(b)) to the relevantRecipient in accordance with this Agreement and each Service’s specific ServiceSchedule.

 

(b)                                 Subjectto clauses 5.4 and 7, a Supplier will to the extent reasonably possible supply,or procure the supply of, the Services in the same manner and on the same basisas those Services were supplied to the Recipient immediately prior to theCommencement Date except as expressly stated in a Service Schedule.

 

(c)                                  Notwithstandingclause 3(a) and (b), a Supplier is not obliged to supply or procure the supplyof particular Services to Recipients to the extent that:

 

(1)                             aThird Party Consent is required for the lawful supply of those Services andsuch Third Party Consent has not been obtained or is withdrawn; or

 

(2)                             anyThird Party, which provides the Services, ceases to provide those Services forany reason outside the reasonable control of CSR .

 

(d)                                 TheSupplier and Recipient of a Service must each use their reasonable endeavoursto obtain, and prevent the withdrawal of, any Third Party Consent provided thatthe Supplier is not obliged to incur any significant expenses or make anypayment for a Third Party Consent

 

(1)                             exceptto the extent that the Supplier would have been required, by the terms of anyagreement with the Third Party, to do so to enable the continued provision ofthe Service if the Demerger had not occurred or

 

(2)                             theRecipient offers to reimburse those expenses or make that payment.

 

**4              RGL Group’s and CSR Group’s obligations**

 

**4.1            RGL Group’s responsibilities**

 

(a)                                  RGLmust provide, or procure that the relevant RGL Group Member provides, allreasonable assistance and do all things reasonably requested by a Party toallow the Party to fulfil its obligations under this Agreement including givinga CSR Group Member reasonable access to premises and equipment of RGL GroupMembers and making available, as reasonably requested by the Party, necessaryinformation and personnel.

 

(b)                                 RGLmust ensure that each RGL Group Member:

 

(1)          complieswith its responsibilities set out in the Service Schedules; and

 

11

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(2)          complieswith the reasonable guidelines and instructions issued by the CSR Group Memberfrom time to time with respect to any relevant Service supplied by that CSRGroup Member.

 

(c)                                  ACSR Group Member will not be liable for any failure to fulfil an obligationunder this Agreement where the CSR Group Member is delayed in, or preventedfrom, fulfilling that obligation as a result of any act or omission of a RGLGroup Member or any of its sub-contractors, agents or employees.

 

**4.2            CSR Group’s responsibilities**

 

(a)                                  CSRmust provide, or procure that the relevant CSR Group Member provides, allreasonable assistance and do all things reasonably requested by a Party toallow the Party to fulfil its obligations under this Agreement including givinga RGL Group Member reasonable access to premises and equipment of CSR GroupMembers and making available, as reasonably requested by the Party, necessaryinformation and personnel.

 

(b)                                 CSRmust ensure that each CSR Group Member

 

(1)          complieswith its responsibilities set out in the Service Schedules; and

 

(2)          complieswith the reasonable guidelines and instructions issued by the CSR Group Memberfrom time to time with respect to any relevant Service supplied by that RGLGroup Member.

 

(c)                                  ARGL Group Member will not be liable for any failure to fulfil an obligationunder this Agreement where the RGL Group Member is delayed in, or preventedfrom, fulfilling that obligation as a result of any act or omission of a CSRGroup Member or any of its sub-contractors, agents or employees.

 

**5              Variation of and additional Services**

 

**5.1            Additional Services**

 

The Partiesmay agree on additional services to be provided pursuant to this Agreement byentering into a Service Schedule for such services substantially in the form ofthe template in Schedule 1, which Service Schedule once completed will beannexed as part of Schedule 2.

 

**5.2            Variation request**

 

Any Party mayrequest a Variation to the Services.

 

12

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**5.3            No obligation to vary**

 

(a)                                  AParty will use reasonable endeavours to accommodate any request for a Variationor a request for additional Services.

 

(b)                                 Subjectto clause 5.4, no Variation or new Service Schedule will take effect unlessapproved in writing by both Parties.

 

**5.4            Variations to IT infrastructure andService delivery**

 

If:

 

(a)                                  aCSR Group Member wishes to change the information technology infrastructure ofCSR to which the RGL Group has access under this Agreement or which isnecessary for the delivery of a Service; or

 

(b)                                 aSupplier wishes to change the method of delivery, volume, performance level oramount of resources involved in the provision of a Service,

 

in a manner which may have a material adverse impact on the Recipient’sbusiness, then:

 

(c)                                  therelevant Supplier must notify the relevant Recipient;

 

(d)                                 therelevant Parties must consult and negotiate in good faith regarding theVariation;

 

(e)                                  theSupplier must not implement the Variation without the written approval of theRecipient which approval must not be unreasonably withheld or delayed.

 

**6****             **[Thispart has been deleted]

 

**7              Sub-contracting**

 

(a)                                  AParty may subcontract the provision of any of the Services provided that thereare no material adverse effects on the cost or quality of those Services. Anysuch sub-contracting does not limit a Party’s obligations under this Agreement.

 

(b)                                 ASupplier providing a Service may at any time, in its discretion, replace oneThird Party service provider in respect of that Service for another providedthat there are no material adverse effects on the cost or quality of thatService.

 

**8              Payment**

 

**8.1               Charges**

 

Unlessotherwise agreed by the relevant Supplier and Recipient:

 

13

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(a)                                  TheCharges for each Service shall be not exceed cost and are set out in theService Schedule applicable to that Service.

 

(b)                                 Therelevant Recipient must pay to the Supplier the Charges for Services providedto the Recipient.

 

(c)                                  Ifthe relevant Recipient fails to pay an undisputed Charge under this Agreement,then without limiting the Supplier’s rights under clause 14.5(b), interest willaccrue on the unpaid amount at a rate 1% above the Westpac BankingCorporation’s prime rate from the due date for payment to the date of actualpayment.

 

**8.2               Invoicing and payment**

 

Unlessotherwise specified in a Service Schedule:

 

(a)                                  theSupplier will invoice the relevant Recipient monthly in arrears in respect ofthe Services provided to that Party. Each invoice must be a valid tax invoice,be sent to the relevant Recipient’s Contract Manager, quote the applicablepurchase order number and detail the Charges payable under this clause 8,providing where necessary reasonable details of, and substantiating evidencesupporting, the Charges detailed in the invoice; and

 

(b)                                 therelevant Recipient must pay each invoice within 30 days after the date of theinvoice in accordance with any directions contained in the invoice.

 

**8.3               Adjustment to Charges**

 

Unless otherwise specified in a Service Schedule:

 

(a)                                  ifthe costs incurred by a Supplier in providing or procuring the provision of thesupply of a Service:

 

(1)          materiallyincrease as a result of a Third Party service provider increasing the fees itcharges the Supplier other than as a result of an act or omission of the Supplier(excluding any act or omission of the Supplier required by or resulting fromthe Demerger), then the Supplier may pass on the increased Charges for thatService to the relevant Recipient in a proportionate amount; or

 

(2)          materiallydecrease as a result of a Third Party service provider decreasing the fees itcharges the Supplier, then the Supplier must pass on the decreased Charges forthat Service to the relevant Recipient in a proportionate amount.

 

**8.4               Disputed Charges**

 

(a)                                  AParty may withhold payment of any Charge which is invoiced to it and which itdisputes in good faith. However,

 

14

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the failure bya Party to withhold such payment does not prejudice the right of the Party todispute the Charge.

 

(b)                                 AParty, which is disputing a Charge, must continue to pay other Charges, whichare not in dispute in accordance with this Agreement.

 

(c)                                  Therelevant Parties must seek to resolve any dispute in relation to a Charge inaccordance with clause 9.

 

(d)                                 Wherea Party withholds any disputed Charge, that Party will pay to the invoicingParty interest on the amount withheld at 1% above the Westpac BankingCorporation prime rate from the due date for payment to the date of actualpayment to the extent that such disputed Charge is ultimately determined to bepayable.

 

(e)                                  Wherea Party does not withhold payment of a disputed Charge and it is ultimatelydetermined that the disputed Charge which has been paid was not payable infull, the invoicing Party will pay to the Party, that disputed the Charge,interest on the amount determined to be payable at 1% above the Westpac BankingCorporation prime rate for the period from the date that payment was made untilthe date that the overpayment is refunded.

 

**9              Dispute Resolution**

 

The Partiesagree to use reasonable endeavours, acting in good faith, to settle disputesarising between them in connection with this Agreement.

 

**10           Confidentiality and disclosure ofinformation**

 

**10.1             Confidentiality**

 

Each Party must:

 

(a)                                  keepall Confidential Information of any other Party provided to it by that Party orotherwise obtained by it pursuant to this Agreement in strict confidence;

 

(b)                                 keepall Confidential Information of any other Party provided to it by that Party orotherwise obtained by it pursuant to this Agreement secure and protected fromany use, disclosure or access which is inconsistent with this Agreement;

 

(c)                                  notmake use of the Confidential Information of any other Party provided to it bythat Party or otherwise obtained by it pursuant to this Agreement to thecommercial, financial or competitive disadvantage of the other Party; and 

 

15

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(d)                                 notdisclose, or permit the disclosure of, Confidential Information of any other Partyprovided to it by that Party or otherwise obtained by it pursuant to thisAgreement either during or after the Term, without the other Party’s priorwritten approval which will not be unreasonably withheld or delayed.

 

**10.2             Permitted disclosure**

 

Notwithstandingclause 10.1, a Party may disclose Confidential Information of any other Partyprovided to it by that Party or otherwise obtained by it pursuant to thisAgreement:

 

(a)                                  toits officers, employees, agents, auditors, professional advisors, sub-contractors,Related Bodies Corporate and to Third Party service providers who have aspecific need to have access to the Confidential Information for the purposesof this Agreement including the enforcement of this Agreement;

 

(b)                                 ifrequired to by:

 

(1)          law;

 

(2)          aGovernment Agency; or

 

(3)          therules of a stock exchange on which that Party or a Related Body Corporate ofthat Party is listed,

 

provided thatwhere reasonably practicable, prior to any such disclosure the Party proposingto disclose provides to the Party whose Confidential Information is to bedisclosed a copy of the proposed disclosure and those Parties consult with eachother as to the reasonable scope of the disclosure. Any disclosure must be ofonly the minimum information required to comply with the law or the rules ofthe applicable stock exchange (as applicable); or

 

(c)                                  ifrequired to disclose the information in connection with legal proceedingsrelating to this Agreement,

 

provided thatprior to any disclosure reasonable steps are taken to inform the recipient ofthe Confidential Information in writing of the confidential nature of theinformation and the terms of this clause and otherwise to ensure that theconfidentiality of the Confidential Information is maintained.

 

**10.3             Third party disclosure**

 

A Partydisclosing information under clause 10.2(a) must ensure that persons to whomConfidential Information is disclosed do not use, provide or disclose theConfidential Information except in accordance with this Agreement.

 

16

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**10.4             Return or destruction of ConfidentialInformation**

 

(a)                                  AParty must immediately on request by an other Party (at that Party’s option)either:

 

(1)          returnall copies and extracts of the Confidential Information of that Party providedto it by that Party or otherwise obtained by it pursuant to this Agreement andall summaries, reports and notes made that relate to, use or are wholly orpartly derived from that Confidential Information (whether on paper, in anelectronic information storage and retrieval system, in any other storage andretrieval system, or in any other storage medium); or

 

(2)          certifyby a statutory declaration made by a senior executive or a director of theParty that the items referred to in clause 10.4(a)(l) have been destroyed orerased.

 

(b)                                 Thereturn of any of the Confidential Information, or the return, destruction orerasure of the items referred to in clause 10.4(a)(l), does not relieve theParty that received or otherwise obtained such Confidential Information fromany of its obligations under this Agreement.

 

**10.5             No obligation to provide ConfidentialInformation**

 

Nothing inthis clause 10 obliges a Party to provide any of its Confidential Informationto any other Party.

 

**10.6             Privacy**

 

The Partieswill each comply with all applicable Privacy Laws when handling PersonalInformation in connection with this Agreement.

 

**10.7             Survival of clause**

 

Clause 10 willsurvive the termination of this Agreement.

 

**11           No warranties**

 

Except asexpressly stated in this Agreement and to the extent permitted by law, allexpress or implied conditions, warranties or undertakings, whether oral or inwriting, in law or in fact, including warranties as to satisfactory quality andfitness for a particular purpose, in relation to the provision of the Servicesor the Services themselves are excluded.

 

17

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**12           Limitation of liability**

 

**12.1             Limitation of liability**

 

(a)                                  AParty is not liable for any loss or damage suffered by another Party inconnection with this Agreement other than loss or damage as a result of thefraud or wilful breach of this Agreement by that first Party, its employees oragents (each a **Gross Default**).

 

(b)                                 AParty is not liable for any indirect or consequential loss or damage howevercaused (except as a result of that Party’s Gross Default or ) suffered byanother Party in connection with this Agreement.

 

(c)                                  AParty is not liable for any:

 

(1)          lossof revenues;

 

(2)          lossof reputation;

 

(3)          lossof profits;

 

(4)          lostopportunities, including opportunities to enter into or complete arrangementswith third parties; or

 

(5)          lossor damage in connection with claims against another Party by third parties,

 

however caused(except as a result of the first Party’s Gross Default), suffered by anotherParty in connection with this Agreement.

 

(d)                                 Anyliability of a Party for loss or damage, however caused (including, as a resultof that Party’s Gross Default), suffered by another Party in connection withthis Agreement is reduced to the extent that that other Party or its employeesor agents contribute to the loss or damage.

 

**12.2             Trade Practices Act**

 

(a)                                  Subjectto clause 12.2(b), if the Trade Practices Act implies a condition or warrantyinto this Agreement in respect of goods or services supplied, and a Supplier’sliability for breach of that condition or warranty may not be excluded but maybe limited, clause 12.1(a) does not apply to that liability and instead theSupplier’s liability for any breach of that condition or warranty is limitedto:

 

(1)          inthe case of a supply of goods, the Supplier doing any one or more of thefollowing (at its election):

 

(A)      replacingthe goods or supplying equivalent goods;

 

(B)        repairingthe goods;

 

18

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(C)        payingthe cost of replacing the goods or of acquiring equivalent goods;

 

(D)       payingthe cost of having the goods repaired; or

 

(2)          inthe case of a supply of services, the Supplier doing either or both of thefollowing (at its election):

 

(A)      supplyingthe services again; and

 

(B)        payingthe cost of having the services supplied again.

 

(b)                                 Nothingin this Agreement is intended to exclude, restrict or modify rights which anyParty may have under the Trade Practices Act which may not be excluded,restricted or modified by agreement.

 

**12.3             Right of recovery against a third party**

 

(a)                                  Where:

 

(1)          anyRecipient suffers a failure, defect, omission, delay or default in the supplyof Services to it;

 

(2)          thatService is sourced from a Third Party service provider; and

 

(3)          thefailure, defect, omission, delay or default is directly or indirectly relatedto an act or omission of the Third Party service provider (“**defaulting Third Party service provider**”),

 

the Recipientcan require the relevant Supplier (at the Recipient’s expense) to exercise anyright of recovery that the Supplier may have against the defaulting Third Partyservice provider to have the defaulting Third Party service provider remedy thefailure, defect, omission, delay or default.

 

(b)                                 Wherea Supplier has a right of recovery against a defaulting Third Party serviceprovider:

 

(1)          whererequired by the relevant Recipient under clause 12.3(a), the Supplier must,make and use its reasonable endeavours to pursue, such claim; and

 

(2)          therelevant Recipient must use its reasonable endeavours to assist the Supplier inmaking and pursuing such claim, including by procuring that the Supplier’srepresentatives are given reasonable access to the Recipient’s representativesand by procuring that such persons:

 

(A)      attendinterviews at the premises of the relevant Recipient;

 

(B)        giveevidence in Court at the request of the Supplier; and

 

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(C)        provideall other reasonable assistance in relation to the claim,

 

provided that the Supplier must take reasonable steps to minimise anydisruption caused to the Recipient’s businesses and representatives.

 

(c)                                  ASupplier will not be liable to make a payment to Recipient in relation to aliability of that Recipient in relation to which Supplier has a right ofrecovery against a defaulting Third Party service provider (other than inrespect of any amount that those Parties acting reasonably agree isattributable to the Supplier’s Gross Default) unless and until the Supplier,acting reasonably, has made a claim against the defaulting Third Party serviceprovider and has used its reasonable endeavours to pursue that claim and theclaim has been finalised.

 

(d)                                 Wherea Supplier has a right of recovery (whether in whole or in part) against adefaulting Third Party service provider in respect of any loss or damagesuffered by any Recipient, the Supplier’s liability to any Recipient will bethe amount actually recovered by the CSR Group Member from the defaulting ThirdParty service provider less the Supplier’s reasonable costs (including legalcosts on a full indemnity basis) of making and pursuing the claim against thedefaulting Third Party service provider.

 

**12.4             Force Majeure**

 

(a)                                  Wherea Force Majeure Event prevents or delays a Party from performing an obligationunder this Agreement, that obligation is suspended as long as the Force MajeureEvent continues provided such Party continues to use commercially reasonableefforts to recommence performance or observance of its obligation and keeps theother Party informed of the status of the Force Majeure Event and the Party’sefforts to resolve it.

 

(b)                                 TheParty seeking to rely upon a Force Majeure Event pursuant to clause 12.4(a),must, as soon as possible after that event occurs, notify the other Party offull details of:

 

(1)          theevent;

 

(2)          theeffect of the event on performance of the affected Party’s obligations;

 

(3)          theanticipated period during which the affected obligation will not be performed;and

 

(4)          theaction (if any) the affected Party intends to take to mitigate or remove theeffect and delay.

 

(c)                                  Ifthe Force Majeure Event continues or is reasonably likely to continue for morethan 90 days and the affected Parties have during that period been unable toagree upon a course of 

 

20

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action to workaround the Force Majeure Event, then any affected Party may by written noticeto the other Party, terminate the affected Service or Service Schedules (as isapplicable).

 

**12.5             Insurance**

 

(a)                                  TheCSR Group and the RGL Group must each maintain for the Term and for 12 monthsafter the Term valid and enforceable insurance policies relating to:

 

(1)          liabilitywith coverage of at least $20 million;

 

(2)          professionalindemnity with coverage of at least $5 million;

 

(3)          propertydamage with coverage of at least $5 million; and

 

relevant to the performance of the Services and extending to any CSRGroup Member’s negligence.

 

(b)                                 CSRGroup Members must comply with their legal obligations in relation to workerscompensation.

 

**13           Copyright and CSR Trade Mark Licence**

 

**13.1             Copyright Licences**

 

(a)                                  Inconsideration of the RGL Group Members agreeing to grant the licence to the CSRGroup Members in clause 13.1(b), on and from the Commencement Date, the CSRGroup Members grant each RGL Group Member an irrevocable, perpetual,royalty-free and other consideration-free, non-exclusive, non- transferablelicence to exercise all copyright rights in all works and other subject matter (otherthan software) in which copyright subsists immediately prior to theCommencement Date which relates to or is required by that party for theoperation of its business, to the extent that CSR or a CSR Group Member isentitled to grant such rights, whether as owner of such rights or as licenseeof such rights, for the period it is entitled to grant such rights.

 

(b)                                 Inconsideration of the CSR Group Members agreeing to grant the licence to the RGLGroup Members in clause 13.1(a), on and from the Commencement Date the RGLGroup members grant each CSR Group Member an irrevocable, perpetual,royalty-free and other consideration-free, non-exclusive, non- transferrablelicence to exercise all copyright rights in all works and other subject matter(other than software) in which copyright subsists immediately prior to theCommencement

 

21

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Date whichrelates to or is required by that party for the operation of its business, tothe extent that a RGL Group Member is entitled to grant such rights, whether asowner of such rights or as licensee of such rights, for the period it isentitled to grant such rights.

 

(c)                                  Thelicences granted in this clause 13 shall continue notwithstanding expiration ortermination of this Agreement.

 

**13.2             Trade Mark Licences**

 

(a)                                  Subjectto clause 13.2(b), for 12 months from 28 March 2003 (**Transition Period**) CSR grants each RGL Group Member anon-exclusive, non-transferable, royalty-free and other consideration-freelicence to use the CSR Trade Mark as a trade mark in the operations of the RGLGroup as part of signage in relation to goods and services (including onvehicles and at sites) in the manner and form that the CSR Trade Mark is usedby those parties as at 28 March 2003 (**PermittedUse**).

 

(b)                                 RGLagrees that:

 

(1)          itwill only use, and will ensure that each RGL Group Member will only use the CSRTrade Mark for the Permitted Use;

 

(2)          itwill actively take steps, and ensure that each RGL Group Member will activelytake steps, to cease the Permitted Use on or before the expiration of theTransition Period;

 

(3)          pendingcessation of the Permitted Use, it will and will ensure that each RGL GroupMember will, only use the CSR Trade Mark for signage in relation to goods orservices of a standard and quality equal to the standard and quality of goodsor services in respect of which the CSR Trade Mark was used as at theCommencement Date;

 

(4)          uponexpiration of the Transition Period it will not use, and will ensure that eachRGL Group Member will not use any trade mark substantially identical with,deceptively similar to or likely to be mistaken for or confused with the CSRTrade Mark;

 

(5)          allbenefits arising from use of the CSR Trade Mark in accordance with thisAgreement, including goodwill arising from such use, will vest in CSR; and

 

(6)          itwill not, and will ensure that each RGL Group Member will not, exercise any ofthe rights granted to an authorised user under section 26 of the Trade MarksAct (Cth) 1995 or any other comparable rights under any other legislation, inrespect of the CSR Trade Mark.

 

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(c)                                  Thelicence granted in this clause 13.2 shall continue during the Transition Periodnotwithstanding termination of this Agreement during the Transition Period.

 

**14           Assistance on cessation**

 

**14.1             Principles of cessation**

 

The following principles will apply to any cessation of the provisionof a Service:

 

(a)                                  TheSupplier will provide to the relevant Recipient all reasonable assistance andinformation, and will co-operate with the relevant Recipient, to ensure thatthe cessation of the provision of any Services will be conducted in asefficient, fair and reasonable manner as reasonably possible; and

 

(b)                                 therelevant Recipient will pay the reasonable costs of the Supplier incurred underclause 14.1(a).

 

**14.2             Grant of licence**

 

For thepurposes of a Recipient using third party applications and systems used inproviding a Service after cessation of the provision of that Service, theSupplier of that Service grants, an irrevocable, perpetual, royalty-free andother consideration-free, non-exclusive, and unless otherwise expressly statedherein, transferable licence, to use, and unless otherwise expressly statedherein, the right to sub-licence, Intellectual Property in any modifications,configurations and customisations made to such applications and systems to theextent that the Supplier is entitled to grant such rights, whether as owner ofsuch rights or as licensee of such rights.

 

**15           Termination**

 

**15.1             Termination Events**

 

It is a Termination Event if:

 

(a)                                  aParty breaches this Agreement in a material respect and does not remedy thatbreach or offer reasonable compensation within 15 Business Days after the Partynot in default and which is adversely effected by the breach gives the Party indefault written notice requiring such remediation or reasonable compensation;

 

(b)                                 aParty suspends payment of its debts generally, is or becomes unable to pay itsdebts when they are due, states that it is unable to pay its debts when theyare due or is or becomes unable to pay its debts within the meaning of theCorporations Act 2001;

 

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(c)                                  aParty enters into, or resolves to enter into, any arrangement, composition orcompromise with, or assignment for the benefit of, its creditors or any classof them other than in relation to the Demerger or a solvent corporatereconstruction;

 

(d)                                 areceiver, receiver and manager, administrator, trustee or similar official isappointed over a substantial part of the assets or undertakings of a Party, anapplication or order is made for the winding up or dissolution of a Partyexcept whilst solvent, or a resolution is passed or any steps are taken to passa resolution for the winding up or dissolution of a Party, except whilstsolvent or for the purpose of an amalgamation or reconstruction which has theother Party’s prior consent, which consent must not be unreasonably withheld ordelayed;

 

(e)                                  aParty takes any step to obtain protection or is granted protection from itscreditors under any applicable law; or

 

(f)                                    aParty ceases or threatens to cease carrying on business in general.

 

**15.2             Effect of Termination Event**

 

If a Termination Event occurs:

 

(a)                                  wherea Supplier is the subject of the Termination Event in clause 15.1(a) inrelation to a Service Schedule, the relevant Recipient may (without affectingthe accrued rights and obligations of the Parties as at the date oftermination) terminate that Service Schedule immediately by notice to thatSupplier;

 

(b)                                 wherea RGL Group Member is the subject of the Termination Event otherwise thanpursuant to clauses 15.2(a) or 15.2(c), CSR may (without affecting the accruedrights and obligations of the Parties as at the date of termination) terminatethis Agreement;

 

(c)                                  wherea Recipient is the subject of the Termination Event in clause 15.1(a) inrelation to a Service Schedule, the relevant Supplier may (without affectingthe accrued rights and obligations of the Parties as at the date oftermination) terminate that Service Schedule immediately by notice to thatRecipient; and

 

(d)                                 wherea CSR Group Member is the subject of the Termination Event otherwise thanpursuant to clauses 15.2(a) or 15.2(c), RGL may (without affecting the accruedrights and obligations of the Parties as at the date of termination) terminatethis Agreement.

 

**15.3             Termination for convenience**

 

(a)                                  Subjectto clause 15.3(b):

 

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(1)          aRecipient may terminate a Service or a Service Schedule in whole or in part(unless the Service Schedule expressly provides otherwise) for convenience uponnot less than 60 days (or such other period expressly provided in the ServiceSchedule) prior written notice to the relevant Supplier; and

 

(2)          RGLmay terminate this Agreement for convenience upon not less than 6 months priorwritten notice to CSR.

 

(b)                                 Wherea Supplier has sourced a Service from a Third Party service provider for aspecific minimum period of time or for a specific minimum volume, the supply orfacilitation of the supply of that Service cannot be terminated, reduced orlessened by the relevant Recipient for convenience under clause 15.3(a) exceptto the extent that such termination, reduction or lessening has no materialadverse impact on the relevant Supplier (for example, because the Supplier ispermitted to pass on the termination, reduction or lessening of the Service tothe Third Party under the terms of the Third Party service agreement).

 

**15.4             Termination of a Service Schedule**

 

Termination of Service Schedule in whole or in part will not affect theterms of the remaining Service Schedules and the Agreement and such terms willremain in full force and effect.

 

**15.5             Termination where scheme ofarrangement or change of control**

 

(a)                                  CSRmay terminate this Agreement and all Service Schedules by giving written noticeto RGL if:

 

(1)          RGLproposes a scheme of arrangement with its members; or

 

(2)          aperson holds, or begins to hold, a voting interest (as defined in the CorporationsAct 2001 (Cth)) of 50% or more in RGL.

 

(b)                                 RGLmay terminate this Agreement and all Service Schedules by giving written noticeto CSR if:

 

(1)          CSRproposes a scheme of arrangement with its members; or

 

(2)          aperson holds, or begins to hold, a voting interest (as defined in theCorporations Act 2001 (Cth)) of 50% or more in CSR.

 

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**16           General**

 

**16.1             Notices**

 

(a)                                  Anynotice or other communication including, but not limited to, any request,demand, consent or approval, to or by a party to this Agreement:

 

(1)          mustbe in legible writing and in English addressed as shown below:

 

(A)      ifto CSR or a CSR Group Member:

 
| Address:   |   | CSR Limited  Level 1, 9 Help Street,  Chatswood  NSW  2067 |
|------------|--------|----------------------------------------------------------------------|
|       |   |                                                                 |
| Attention: |   | Chief Financial  Officer                                             |
|       |   |                                                                 |
| Facsimile: |   | +61 2 9235  8055; and                                                |

 

(B)        ifto RGL or a RGL Group Member:

 
| Address:   |   | Rinker Group  Limited  Level 1, 9 Help Street,  Chatswood  NSW  2067 |
|------------|--------|--------------------------------------------------------------------------------|
|       |   |                                                                           |
| Attention: |   | Company  Secretary                                                             |
|       |   |                                                                           |
| Facsimile: |   | +61 2 9412  6666,                                                              |

 

or as specified to the sender by any Party by notice;

 

(2)          mustbe signed by the sender (if a natural person) or an officer or under the commonseal of the sender (if a corporation);

 

(3)          isregarded as being given by the sender and received by the addressee:

 

(A)      ifby delivery in person, when delivered to the addressee;

 

(B)        ifby post, 3 Business Days from and including the date of postage; or

 

(C)        ifby facsimile transmission, whether or not legibly received, when received bythe addressee,

 

but if the delivery or receipt is on a day which is not a Business Dayor is after 4.00 pm (addressee’s time) it is regarded as received at 9.00 am onthe following Business Day; and

 

(4)          canbe relied upon by the addressee and the addressee is not liable to any otherperson for any consequences of that reliance if the addressee believes it to begenuine, correct and authorised by the sender.

 

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(b)                                 Afacsimile transmission is regarded as legible unless the addressee telephonesthe sender within 3 hours after transmission is received or regarded asreceived under clause 16.1(a)(3) and informs the sender that it is not legible.

 

(c)                                  Inthis clause 16.1, a reference to an addressee includes a reference to anaddressee’s officers, agents or employees or any person reasonably believed bythe sender to be an officer, agent or employee of the addressee. 

 

**16.2             Governing law and jurisdiction**

 

(a)           This Agreement is governed by thelaws of New South Wales, Australia.

 

(b)                                 Eachof the Parties irrevocably submits to the exclusive jurisdiction of the courtsof New South Wales, Australia.

 

**16.3             Further assurances**

 

Each Partymust promptly do all things and execute and deliver all further documentsnecessary to give full effect to this Agreement and the Demerger, including,negotiating in good faith with respect to any matters requested by the otherParty.

 

**16.4             Variation**

 

A variation ofany term of this Agreement must be in writing and signed by CSR and RGL or, inthe case of a Service Schedule, the relevant Supplier and Recipient.

 

**16.5             Merger**

 

No right orobligation of any Party will merge on completion of any transaction under thisAgreement. All rights and obligations under this Agreement survive theexecution and delivery of any transfer or other document, which implements anytransaction under this Agreement.

 

**16.6             Assignment**

 

Rights arisingout of or under this Agreement cannot be assigned, novated or otherwisetransferred by a Party without the prior written consent of the other Party.

 

**16.7             Consents**

 

Any consentreferred to in, or required under, this Agreement from any Party may not beunreasonably withheld or delayed, unless this Agreement expressly provides forthat consent to be given in that Party’s absolute discretion.

 

**16.8             Waivers**

 

(a)                                  Waiver of any rightarising from a breach of this Agreement or of any right, power, authority,discretion or remedy arising

 

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upon defaultunder this deed must be in writing and signed by the Party granting the waiver.

 

(b)                                 A failure or delay inexercise, or partial exercise, of:

 

(1)           a right arising from a breach of thisAgreement; or

 

(2)                                  aright, power, authority, discretion or remedy created or arising upon defaultunder this Agreement,

 

does not resultin a waiver of that right, power, authority, discretion or remedy.

 

(c)                                  A Party is notentitled to rely on a delay in the exercise or non-exercise of a right, power,authority, discretion or remedy arising from a breach of this Agreement or on adefault under this Agreement as constituting a waiver of that right, power,authority, discretion or remedy.

 

(d)                                 A Party may not relyon any conduct of another party as a defence to exercise of a right, power,authority, discretion or remedy by that other party.

 

(e)           Thisclause may not itself be waived except by writing.

 

**16.9             Costs and expenses**

 

(a)                                  Subject to clause16.9(b), each Party must pay its own legal costs and expenses in relation tothe negotiation, preparation, completion and stamping of this Agreement.

 

(b)                                 RGL will:

 

(1)                                  payall stamp duties (apart from financial institutions duties or bank accountdebit taxes which will lie between the parties as they fall) and any relatedinterest, fines and penalties in relation to this Agreement, the performance ofthis Agreement and each transaction effected by or made under or pursuant tothis Agreement; and

 

(2)                                  indemnifyCSR against any liability arising from failure to comply with clause16.9(b)(l).

 

**16.10          No representation or reliance**

 

(a)                                  Each Party acknowledgesthat no Party (nor any person acting on its behalf) has made any representationor other inducement to it to enter into this Agreement, except forrepresentations or inducements expressly set out in this Agreement.

 

(b)                                 Each Partyacknowledges and confirms that it does not enter into this Agreement inreliance on any representation or other inducement by or on behalf of any otherParty, except for any representation or inducement expressly set out in thisAgreement.

 

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**16.11          Entire Agreement**

 

(a)                                  This Agreementembodies the entire agreement between the Parties in relation to its subjectmatter and supersedes any prior negotiation, arrangement, understanding oragreement with respect to its subject matter.

 

(b)                                 Anydisclosure, statement, representation, term, warranty, condition, promise,undertaking or forecast (a **Statement**)made, given or agreed to in any prior draft of this Agreement or in anynegotiation, arrangement, understanding or agreement relating to the subjectmatter or any term of this Agreement, has no effect except to the extentexpressly set out or incorporated by reference in this Agreement.

 

(c)                                  EachParty releases all the other Parties from, and agrees not to make any claimsagainst any of them or their officers, employees, agents or advisors, inrespect of or arising from:

 

(1)                                  anyStatement, made, given or agreed to in any draft of this Agreement or in thecourse of communication or in any prior negotiation, arrangement, understandingor agreement with respect to the subject matter of or any term of thisAgreement, whether the Statement, was:

 

(A)          oral or written or implied by conduct;and

 

(B)           made, given or agreed to before orduring the making of this Agreement:

 

(2)                                  anyconduct in relation to any draft of this Agreement, or any negotiation,arrangement, understanding or agreement with respect to the subject matter ofor any term of this Agreement, whether the conduct occurred before or duringthe making of this Agreement;

 

(3)                                  negligence;and

 

(4)                                  section52 of the Trade Practices Act.

 

(d)                                 Nothingin clause 16.11(c) applies to any right, power or claim under or arising fromthe executed version of this Agreement. In entering into this Agreement noParty has relied upon anything referred to in clause 16.11(c)(l), (2) or (4).

 

**16.12          Cumulative rights**

 

The rights,powers, authorities, discretions and remedies arising out of or under thisAgreement are cumulative and do not exclude any other right, power, authority,discretion or remedy of a Party to it.

 

**16.13          Prohibition and enforceability**

 

(a)                                  Anyprovision of, or the application of any provision of, this Agreement or anyright, power, authority, discretion or

 

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remedy whichis prohibited in any jurisdiction is, in that jurisdiction, ineffective only tothe extent of that prohibition.

 

(b)                                 Anyprovision of, or the application of any provision of, this Agreement which isvoid, illegal or unenforceable in any jurisdiction does not affect thevalidity, legality or enforceability of that provision in any otherjurisdiction or of the remaining provisions in that or any other jurisdiction.

 

(c)                                  Whereany clause of this Agreement is void, illegal or unenforceable, it may besevered without affecting the legality, validity and enforceability of theother provisions in this Agreement, unless this would materially change theintended effect of this Agreement. 

 

**16.14          To the extent not excluded by law**

 

The rights,duties and remedies granted or imposed under the provisions of this Agreementoperate to the extent not excluded by law.

 

**17           GST**

 

If a goods andservices tax (**GST**) applies to anysupply made under or in connection with this Agreement:

 

(a)          thesupplier may, subject to providing a valid tax invoice identifying the GST oneach component of the goods and/or services and/or things supplied, adjust theamount payable for the goods and/or services and/or things to recover from therecipient an additional amount on account of GST, such amount not to exceed theamount of the supplier’s liability for GST in respect of the goods and/orservices and/or things and to be recoverable from the recipient at the sametime as the amount payable for the goods and/or services and/or things; and

 

(b)         ifeither party is entitled to be reimbursed by the other party for a cost orexpense incurred in connection with this Agreement, the reimbursement paymentshall exclude any GST component of the cost or expense for which an input taxcredit may be claimed by the party entitled to be reimbursed. 

 

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**Executedas an agreement:**

 

 
| **Signed** for **CSR  Limited**                                                  |
|----------------------------------------------------------------------------------|
| by its  representative in the presence of:                                       |   |   |
|                                                                             |   |   |
| /s/ Graham  Hughes                                                               |   | /s/ Warren  Saxelby |
| Witness                                                                          |   | Representative |
|                                                                             |   |   |
|                                                                             |   |   |
| GRAHAM  HUGHES                                                                   |   | WARREN  SAXELBY |
| Name (please  print)                                                             |   | Name (please  print) |
|                                                                             |   |   |
|                                                                             |   |   |
| **Signed**for**Rinker Group Limited**  by its representative in the presence of: |   |   |
|                                                                             |   |   |
|                                                                             |   |   |
| /s/ Graham  Hughes                                                               |   | /s/  [ILLEGIBLE] |
| Witnesses                                                                        |   | Representative |
|                                                                             |   |   |
|                                                                             |   |   |
| GRAHAM  HUGHES                                                                   |   |   |
| Name (please  print)                                                             |   | Name (please  print) |

 

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**Schedule 1****– Agreed Service Schedule**

** **

The following service schedules detail the agreements between CSR andRGL in place at 31 March 2003.

 

32

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**1             CSR BSC: Processing of AP invoices forRGL**

 

**Service to be provided**

** **

**Data Capture for Accounts Payable Invoices**

 

TheService involves the receipt and subsequent processing of accounts payableinvoices for RMG. Specifically this will involve on a daily basis:

 

•                          Opening of mail received at RGL’s post officebox or sent to CSR by RGL

 

•                          Sorting all invoices into appropriate IXOSqueue

 

•                          Imaging all invoices to appropriate IXOSqueue

 

•                          Data entry of all invoices to Purchase Orders(MRHR) on RGL’s SAP system PR2

 

•                          Data entry of all invoices to Non PurchaseOrder & Service Register (F-43

 

•                          All invoices received at CSR will be entered to RGL’s system within 24hours of receipt, provided that system is available uninterrupted to CSR fordata entry purposes.

 

Returnto Suppliers of all invoices not quoting a valid Purchase Order number.

 

CSRand RGL will agree a number of KPI’s that CSR will measure and report upon toRGL monthly.

** **

**Term**

 

InitialPeriod 01/04/03 – 30/09/03

 

ExtensionPeriod 01/10/03 -31/03/04 (on month by month basis)

** **

**Charges**

 

Feeswill be calculated on the following basis:

 

•                 $0.97 per invoice based on SAP transactionalcounts (FB03) for imaging & data entry

•                 $0.50 per invoices returned to suppliers

 

33

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**RGL Resources**

 

RGL will provide one person (Marie Molineaux) at CSR’s premises toassist with opening mail, sorting and scanning invoices, dealing with “no P.O.”invoices, arranging archiving of paper invoices, and measuring and reportingagreed KPI’s. CSR will manager these activities and in addition CSR willprovide software and hardware to facilitate scanning, deliver the scannedimages to a server nominated by RGL, and data enter the scanned invoices to RGL’ssystem. CSR may sub­contract parts of this activity to an external serviceprovider. CSR will measure and report agreed KPI’s.

** **

**Reviews/Meetings**

 

Formal quarterly meetings will be held between contract managersnominated below where KPI’s will be presented and reviewed.

** **

**Contract Managers**

 

Kathleen Farley will manage the data capture service provided by CSR.Sandra Springolo (RGL BSC) will be responsible for ordering and reviewingservice delivery on behalf of RGL.

 

34

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**2             CSR BSC: Gateway Transmissions toWestpac**

 

**Service to be provided**

** **

**Biztalk/Gateway Transmissions to Westpac**

 

Theservice is for provision of software, hardware & technical support for thetransmission & completion of payment file transfers from RGL to WestpacBanking Corporation on a daily basis

 

**Term**

 

InitialPeriod 01/04/03 – 30/06/03

 

ExtensionPeriod 01/07/03 -31/03/04 (on month by month basis)

** **

**Charges**

 

Fees will be calculated on the following basis:

 

•                                                                       $2000 per month

** **

**Reviews/Meetings**

 

FormalQuarterly meetings will be held between contract managers nominated below whereKPI’s on service will be reviewed.

** **

**Contract Managers**

 

JohnCameron will manage the data capture service provided by CSR. Sandra Springolo(RGL BSC) will be responsible for ordering & reviewing Service delivery onbehalf of RGL.

 

35

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**3              CSR BSC: Leaseplan administration**

** **

**Service to be provided**

 

•                          Loadingof monthly Operating and Pass-On invoices to the RGL SAP system for payment toLeaseplan

•                          Loadingof monthly Actual Operating and Pass-On costs to SAP cost centres in the RGLgeneral ledger

•                          On-goingreconciliation of actual Operating costs to paid invoices

•                          Settlementwith Leaseplan on over/under-payment of Operating costs

•                          Monthlyloading of CSR Treasury charges to RGL for vehicle leasing and vehicleterminations

**Term**

 

Initial Period: 01/04/03 – 30/06/03

 

Extension Period: 01/07/03 – 30/09/03

** **

**Charges**

 

An invoice for the service will be raised on a monthly basis quotingthe relevant RGL Purchase Order number. The monthly fee will be $1500. Paymentwill be effected 30 days from the end of the month of invoice.

** **

**Reviews/Meetings**

 

Meetings between the CSR and RGL representatives will be arranged asrequired.

** **

**Contract Managers**

 

Phil Carter will manage the service provided by CSR. Bill Langford willbe responsible for RGL.

 

36

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**4              CSR HR: BSC CHRIS system**

** **

**Service to be provided**

** **

**CHRIS HR / Payroll System**

 

TheService provides the software support required for Readymix to continue usingCHRIS – CSR’s HR / Payroll System. The service includes :

 

•      Maintenanceand routine development of the CHRIS software.

•      Maintenanceof CHRIS system security.

•      HelpDesk user support during business hours (Sydney time).

•      Electronicdata reporting to state WorkCover authorities.

•                 Major system development work (including anydataloads to asuccessor system) are excluded. These may be negotiated withpayment of an additional fee.

**Term**

InitialPeriod 01/04/03 – 31/03/04

FirstExtension Period 01/04/04 -30/09/04

SecondExtension Period 01/10/04 – 31/03/05

**Charges**

 

Feeswill be calculated on the following basis:

•      $11.00per annum per monthly paid employee (payroll charge)

•      $22.00per annum per fortnightly paid employee (payroll charge)

•      $33.00per annum per weekly paid employee (payroll charge)

•      $25.00per annum per staff employee (HR charge)

•      $6.25per annum per wages employee (HR charge)

•      $20.00per annum per WebChris user account

Shouldthe contract be extended into the second year, fees will be adjusted in linewith any change to the costs of providing the service.

** **

**Reviews/Meetings**

 

Formalquarterly meetings will be held between contract managers nominated below.

** **

**Contract Managers**

 

PeterMoss / Jon Hanlon will manage the CHRIS service provided by CSR. Brad Tallon /Steve Williams will be responsible for ordering and reviewing service deliveryon behalf of RGL.

 

37

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**5              CSR HR: Transitional support services**

** **

**Service to be provided**

** **

**HR Support Services**

 

The following services arerequired by RGL for transitional assistance and advice:

 

•      SalaryReview process Management

•      STIScheme Management

•      StatutoryReporting

•      Expatriateand Secondee Administration

** **

**Term**

 

InitialPeriod: 01/04/03 - 30/09/03

 

ExtensionPeriod: 01/10/03 - 31/03/04

** **

**Charges**

 

Feeswill be calculated at an hourly rate of $ 110.00 for advice and assistanceprovided by CSR HR.

** **

**Contract Managers**

 

PeterMoss and Margaret Larkin will provide this CSR Service. Damir Kucan with DebraJackson will be responsible for RGL.

 

38

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**6****                                        ****CSR HR: Share and Option Plans**

 

**Service to be provided**

 

**Share and Option Plans**

 

TheService involves the administration of the Universal Share Option Plan (USOP),the Transitional Share Plan (TSP), the Executive Share Option Plan (ESOP), theEmployee Share Acquisition Plan (ESAP) and the Cash Award Share Plan (CASP) forAustralian based RGL employees. Specifically this will involve:

 

•                          Maintainingrecords of shares and options on the CHRIS data base.

•                          Communicationsto share and option holders when necessary.

•                          Disposaland transfer of shares/options.

•                          Complyingwith legislative requirements.

•                          Dividenddistributions.

•                          Liaisingwith Share Registry.

•                          Respondingto general enquiries.

•                          Excludedis any share / option plan administration for USA employees.

 

Trainingin processes:

 

•                          CSR will manage the transitional process in order to fully train theRGL representative in all aspects of share and option plan management.

**Term**

 

InitialPeriod 01/04/03 – 31/03/04

FirstExtension Period 01/04/04 -30/09/04

SecondExtension Period 01/10/04 – 30/09/05

 

**Charges**

 

Feeswill be calculated on the following basis:

 

$5,500.00 per month

 

Shouldthe contract be extended into the second year, fees will be adjusted in linewith any change to the costs of providing the service.

 

**Reviews/Meetings**

 

Formalquarterly meetings will be held between contract managers nominated below.

 

**Contract Managers**

 

MargaretLarkin will manage the service provided by CSR. Brad Tallon / Steve Williamswill be responsible for RGL.

 

39

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**7****                                        ****CSR HR: Vehicle Administration**

 

**Service to be provided**

 

Vehicleadministration - RMH owned and Novated

 

•                  New vehicles – prompt drivers to change overin line with company policy; check and process orders

•                  Novated – assist senior managers withdocumentation; liaise with LeasePlan throughout ordering process; recordvehicle charge on payroll; confirm revised remuneration package to employee.

•                  Process sales to employees and sale ofsurplus vehicles

•                  Vehicle transfers – prompt managers followingdriver termination/transfer; record transfers and FBT declarations

•                  Process infringements and manage those thatgo to court

•                  Process authorities for accident damage>$3,000 for company or third party vehicles. Provide managers with accidentdetails for all accidents.

•                  Provide external partners - LeasePlan andAsset Capital - with changes to cost centres and drivers.

•                  Review and up-date CHRIS system with allvehicle records to ensure FBT can be accurately and appropriately calculated a)on a routine basis for display on payslips and b) at FBT year-end.

•                  Ensure proceeds received from LeasePlan forall company owned vehicles sold by them.

•                  Maintain Vehicle Management website.

•                  Annual – administer re-registrations (commonexpiry) at 1st April; administer insurance premium changes fornovated leases at 1st January; reconcile actual –vs- budget FBT fornovated lease 2nd vehicles and up-date payroll.

 

Trainingin processes:

 

•                  Jane Thomas will manage the transitionalprocess in order to fully train Mary Ellen Durrance in all aspects of vehiclemanagement.

**Term**

 

InitialPeriod 01/04/03 – 30/6/03

 

ExtensionPeriod 01/7/03 -30/09/03

 

40

----

 

**Charges**

 

Fees will be calculated on the following basis:

 

$7,500 per month

 

**RGL Resources**

 

RGL will provide staff (Mary Ellen Durrance) at CSR’s premises to carryout the administrative aspects of the activities described in 1 above duringthe transition process.

 

**Contract Managers**

 

Jane Thomas (CSR) will manage the transitional process. (RGL) willmanage the process post transition that will include all aspects of vehiclemanagement.

 

Trevor Schmitt / Bruce Davis will be responsible for managing therelationship with the vehicle provider.

 

Brad Tallon / Steve Williams will be responsible for the transactionalwork carried out by Mary Ellen Durrance.

 

41

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**8****                                        ****CSR HR: CHRIS system – Workers’ Compensation**

 

**Service to be provided**

 

**CHRIS Workers’ Compensation System**

 

TheService provides the software support required for Readymix to continue usingthe CHRIS System Workers’ Compensation Module. The service includes :

 

•                  Maintenance and routine development of theCHRIS software.

•                  Maintenance of CHRIS system security.

•                  Help Desk user support during business hours(Sydney time).

•                  Electronic data reporting to state Workcoverauthorities.

•                  Major system development work (including anydataloads to a successor system) are excluded. These may be negotiated withpayment of an additional fee.

 

**Term**

 

InitialPeriod 01/04/03 – 31/03/04

 

FirstExtension Period 01/04/04 - 30/09/04

 

SecondExtension Period 01/10/04 – 31/03/05

 

**Charges**

 

Feeswill be calculated on the following basis:

 

$6,500.00 per month.

 

Shouldthe contract be extended into the second year, fees will be adjusted in linewith any change to the costs of providing the service.

 

**Reviews/Meetings**

 

Formalquarterly meetings will be held between contract managers nominated below.

 

**Contract Managers**

 

PeterMoss / Jon Hanlon will manage the CHRIS Workers’ Compensation service providedby CSR. Fleur Dooley / Helen Jones will be responsible for ordering andreviewing service delivery on behalf of RGL.

 

42

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**9****                                        ****CSR Workers Compensation: administration assistanceYarraville****.**

 

**Service to be provided**

 

TheRGL southern regional office will be hiring an administration assistant ineither March or April 2003, depending on availability. RGL will require thefollowing transitional services from the CSR administration assistant atYarraville (Sandra Cook):

 

•                  Provide full claims administration servicesuntil RGL assistant is available;

•                  Provide assistance with training and handoverof tasks to the new RGL administration assistant.

 

**Term**

 

InitialPeriod: 01/04/03 - 30/06/03

 

ExtensionPeriod: 01/07/03 -30/09/03

 

**Charges**

 

Feeswill be calculated on the following basis:

 

$28.00per hour until the RGL administration assistant is hired and trained

 

**RGL resources**

 

RGLwill be responsible for ensuring the RGL administration assistant will belocated at the CSR’s premises during the transition period.

 

**Contract Managers**

 

DebbieSchroeder will provide this CSR Service. Helen Jones will be responsible forRGL.

 

43

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**10****                                 ****CSR Workers Compensation:  Claims Advisor Queensland**

 

**Service to be provided**

 

CSRwill continue to employ Len Clapshaw in the capacity of Claims Advisor inQueensland.

 

Lenwill be seconded to RGL and located at RGL offices at Milton on an ongoing fulltime basis to provide claims management services

 

**Term**

 

InitialPeriod: 01/04/03 – ongoing

 

**Charges**

 

Feeswill be calculated on the following basis:

 

•                  RGL will reimburse CSR for Len’s salary andon-costs on a monthly basis;

•                  In the event that the Claims Advisor positionbecomes redundant, RGL will be responsible for the cost of retrenchment.

 

**Review meetings**

 

Quarterlyreview meetings will be held between contract Managers as below.

 

**Contract Managers**

 

DebbieSchroeder will provide this CSR Service. Helen Jones will be responsible forRGL.

 

44

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**11****                                 ****CSR Procurement: Telstra Contract Negotiations**

 

**Service to be provided**

 

TelstraDemerger Contract Negotiations and Contract Drafting

 

Theobjective of the service is to provide RGL with a commercially acceptable‘Whole of Business Agreement’ with Telstra. The Agreement will reflect theexisting CSR Ltd agreement with Telstra and will only be modified to allow forthe demerged entities to participate, unless otherwise agreed. The services tobe provided by CSR are:

 

•                  Provide commercial negotiation leadership.

•                  Facilitate all contract meetings withTelstra.

•                  Represent RGL in contract meetings withTelstra when a RGL representative can not attend.

•                  Draft the Agreement and present to RGLmanagement and Legal team in a commercially acceptable form.

•                  Work in conjunction with CSR BIS group andRGL IT department to effect the outcome.

 

**Term**

 

InitialPeriod 01/04/03 – 30/6/03

 

ExtensionPeriod 01/7/03 -30/08/03

 

**Charges**

 

Feeswill be calculated on the following basis:

 

•                  $100 per hour

 

**RGL Resources**

 

RGLwill provide access to personnel with authority to commit RGL contractually.

 

**Reviews/Meetings**

 

Meetingswill be held between contract managers when required.

 

**Contract Managers**

 

PennyHarte (CSR) will manage the transitional process in conjunction with BruceDavis (RGL).

 

45

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**12****                                 ****CSR FRG: Transitional accounting and reportingassistance**

 

**Service to be provided**

 

Thefollowing services are required by RGL for accounting and reporting assistanceand incorporate training in processes to the appropriate RGL staff:

 

1.               Produce Yem03 RGL statutory Australianaccounts

 

2.               Produce YemO3 RGL 20F

 

3.               Attendance and participation at Yem03 BAC

 

4.               Assistance with establishing GRS on Rinkercomputer systems

 

5.               Produce Yem03 BAC papers

 

6.               Provide requested historical files (hardcopyand softcopy)

 

7.               Accounting standards and internationalharmonization assistance.

 

8.               Provide assistance with Half Year EndSeptember 2003 Accounts including group consolidation, eliminations, etc andparticipation at BAC

 

9.               Provide assistance to establish accountingmanual and subsidiary details for RGL, currently maintained by CSR in LotusNotes

 

10.         Provide ongoing support to Tianjin re old chart of accounts

 

11.         Assistance with RGL Corporate Accounting set up and processes

 

12.         Assistance with TEASME

 

13.         Miscellaneous reporting requirements set up and processes

 

14.         Assistance with compilation of Bureau of Statistics returns

 

15.         Assistance with ASX/ASIC liaison

 

16.         Assistance with compilation of BAS statements

 

17.         Assistance with D&B and other credit reporting not in Treasury

 

18.         Assistance with PSA filings

 

19.         Assistance with Accounting / business organizations such as Group of100

 

20.         Management Reporting advice, set up and processes

 

**Term**

 

InitialPeriod 01/04/03 – 31/03/04

 

ExtensionPeriod 01/04/04 -30/09/04

 

46

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**Charges**

 

Fees will be calculated on the following basis:

 

•                          Monthly retainer of A$ 10,000 during initialperiod of this agreement

 

•                          Out ofpocket expenses as agreed by the contract managers

 

•                          Monthlyretainer to be reviewedfollowing completion of HYE and YE Accounts to determine whether a variation tothis agreement is appropriate

 

The above fees do no include items 1 and 2 listed in section 1 of thisschedule. They are provided for as part of the YEM03 demerger costs.

 

**RGL Resources**

 

It is the responsibility for RGL to initiate the requests for servicesand provide appropriate RGL staff to be trained. A schedule detailing RGLstaffing responsible for the transition tasks will be provided.

 

**Contract Managers**

 

Martin Buckland will be responsible for managing and reviewing servicedelivery on behalf of RGL. Edwin Smith will manage the Accounting and Reportingservice provided by CSR.

 

47

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**13****                                  CSR Taxation: Cross training in taxprocesses**

** **

**Service to beprovided**

 

For generaltax advice within the CSR and RGL groups, rather than duplicating research,there will be a period of sharing taxation expertise and knowledge of taxprocedures and processes. With time, this will reduce but it is anticipatedthat there will be ongoing cross sharing in the future.

 

**Term**

 

Generally, there will be an initial period of 1 April 2003 to 30September 2003.

 

This will be extended to cover the period October 2003 to December 2004for matters relating to knowledge for various matters including subdivision149-B of the Income Tax Assessment Act 1997, tax consolidationsetc.

 

Work that commenced pre demerger in relation to RGL will be included inthis initial period and extension.

 

In addition to the above, Robyn Farrell will be available to assist RGLas needed for taxation adviceon human resources and employee share plan matters. Such assistance will not be confined only to these areas butwill cover taxation advice of a specialised nature in other areas. It isanticipated Robyn’s assistance will averageout at 20% of normal time and will be contributed on a defined project basis rather then a specific dayper week. This additional assistancewill be for 12 months commencing on 1 April 2003. Further periods may benegotiated.

 

**Charges**

 

It has been agreed that there will be no charges for general servicesdue to sharing of expertisebetween the two companies which will balance each other.

 

Robyn Farrell’s expertise will be provided for a monthly charge of$3,000. This will be reviewed after 6 months. If RGL are of theopinion this resource has been under-utilisedafter 6 months, they may request changes. If circumstances permit, CSR and RGL may agree to replace this monthlycharge with a negotiated success fee arrangement.

 

**Reviews/Meetings**

 

As and when required however, it is anticipated that tax returns forthe year ended 30 March 2003will be prepared jointly.

 

**Contract Managers**

 

CSR:  Peter McGuigan

 

RGL:  Kamlesh Davé

 

48

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**14           CSR Treasury: Treasury services**

 

**Service to be provided**

 

**Completion of initial implementation of Integra Tsystem for RGL**

 

The service provides for completion of the initial implementation ofthe Integra T system for RGL on the RGL server in West Palm Beach, Florida ifnot completed by March 31, 2003. This includes the complete transfer of allMarch 31, 2003 month end RGL data from the Sydney server to the West Palm Beachserver and completion of deliverables.

 

**Updates to any CSR custom changes to the Integra TTreasury system**

 

The service provides using the services of John Kamenitsas forobtaining the changes after April 1 made by CSR to the Integra T reports orother changes not standard with Integra T

 

**Consulting on Integra T system use**

 

The service provides for questions about entering transactions, monthend accounting or obtaining reports from the Integra T system, using theservices of John Kamenitsas for accounting months April to June 2003, and GrantHelm for accounting months April and May 2003.

 

**Consulting on Treasury matters**

 

The service provides for explanation of items arranged by CSR Treasuryprior to April 1, 2003 and advice on contemplated transactions after April 1,2003.

 

**Preparation of all FAS 133 calculations for March 31,2003 accounting**

 

The service provides for preparation of detailed schedules of all openinterest rate swaps or other derivatives at March 31, 2003, determining allclassification and marking to market calculations required by thepronouncement, and obtaining auditor signoff of the result. It also providesfor the transmittal to Rinker Materials or any other RGL Group company of theUS GAAP adjusting entries and cumulative accounting entries in both US andAustralian dollars, plus training in the processes followed to enable RGL toreplicate in future periods.

 

**Assistance in establishing Treasury Policies for RGL**

 

The service provides for advising on the purpose and working of currentCSR Treasury Policies, and providing electronic copies in WORD of existing CSRTreasury policies.

 

49

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**Term**

 

Initial Period 01/04/03 – 30/09/03

 

Extension Period 01/10/03 -31/03/04

 

**Charges**

 

Fees will be calculated on the following basis:

 

•      Monthly retainer of A$1,000.00 duringinitial period of this agreement

 

**Reviews/Meetings**

 

Informal telephone conferences will be held between contract managersas required.

 

**Contract Managers**

 

The CSR Treasury manager will manage the service provided by CSR.Michael Zern will be responsible for ordering and reviewing service delivery onbehalf of RGL.

 

50

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**15           CSR Treasury: Vehicle Finance support**

 

**Service to be provided**

 

Accounting administration

 

•      Maintaincost centre activity, (month end and year end).

 

•                  Processing all journal entries foracquisitions, rentals, disposals as per advicefrom Jane Thomas

 

•      Organisepayment to Asset Capital for administration work

 

Cashflows

 

•                  Process all cash flows for acquisitions fromLeasePlan Australia and disposalsfrom all sources.

 

**Term**

 

Initial Period 01/04/03 – 30/6/03

 

Extension Period 01/7/03 -30/09/03

 

**Charges**

 

Fees will be calculated on the following basis:

 

•      $500 per month for CSR Treasuryadministration services

 

•      50% of the monthly ‘Asset Capital’ servicefee

 

**Contract Managers**

 

CSR: Grant Helm

 

RGL: Michael Larkin

 

51

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**16           CSR Strategy: Advice**

 

**Service to be provided**

 

“Informal Advice”: CSR strategy group (including Tony Carltonand team) will be available on an ad hoc basis to provide broad council to RGLstrategy group (Dave Berger, Michael Kelly, Peter Trimble) including specificissues related to the Heavy Construction Materials Industry, valuations/reportsrelated to prior relevant projects (e.g., Jacaranda) and RGL’s corporatefinance strategy (e.g., WACC, equity listing issues).

 

This schedule is intended to cover services provided to RGL at cost tothe extent they become material (ie, more than 20% of a specific individual’stime).

 

*Note: Contingency formal advice required(e.g. in the event of a hostile takeover) is covered in a separate letter ofagreement dated 11th March 2003.*

 

**Term**

 

Initial Period: 1/4/03 – 31/3/04

 

**Charges**

 

Fees will be calculated at cost on an hourly rate basis for advice andassistance provided by CSR.

 

**Reviews/Meetings (Optional)**

 

Meetings will be arranged when required on an as needs basis.

 

**Contract Managers**

 

CSR: Tony Carlton

 

RGL: David Berger

 

52

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**17           CSR Property: Rent 9 Help StreetChatswood**

 

**Service to be provided**

 

This service schedule outlines the components of the occupancy by RGLat 9**Help St, Chatswood duringApril 2003.

 

**Term**

 

Initial Period 01/04/03 - 1/05/03

 

First Extension Period 2/05/03-31/05/03

 

**Charges**

 

The following rental charge is based on the YEM04 Building servicesbudget costs for a tenancy area of 600 sqm:

 
|                       |   |   |   | **Per month:**            |   |
|----------------------------|--------|--------|--------|---------------------------|--------|
|                       |   |   |   |                      |   |
| Rental                     |   | $      | 310    |  per sqm per annum   |   | 15,500 |   |
|                       |   |   |   |                      |   |
| Outgoings                  |   | $      | 72     |  per sqm per annum   |   | 3,600 |   |
|                       |   |   |   |                      |   |
| Carparking: 20 spaces      |   | $      | 218    |  per space per month |   | 4,360 |   |
|                       |   |   |   |                      |   |
| Building services          |   | $      | 83     |  per sqm per annum   |   | 4,150 |   |
|                       |   |   |   |                      |   |
| **Total rental per month** |   |   |   | **27,610**                |   |

 

**Contract Managers**

 

CSR: Andrew MacKenzie

 

RGL: Trevor Schmitt

 

53

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**18           Corporate functions other**

 

**Service to be provided**

 

Theservice, to be provided by both CSR and RGL as required to give effect to theDemerger, is the provision of advice and assistance in performing variouscorporate functions not covered by other schedules to the Agreement, and thesharing of experience, corporate memory and latest intelligence on bestpractice.

 

**Term**

 

InitialPeriod 1 April 2003 to 31 March 2004, to be extended by agreement between theparties.

 

**Charges**

 

Therewill be no charges for services unless significant time is required to provideassistance, in which case a charging mechanism will be negotiated in goodfaith.

 

**Contract Managers**

 

Tobe appointed for each corporate function, but initially:

 

•                 Company Secretary: Graham Hughes (CSR) andPeter Abraham (RGL)

 

•                 Legal: Chris Bertuch (CSR) and Brian Gill(RGL)

 

•                 Investor Relations & Corporate Affairs:Andree Taylor (CSR) and Debra Stirling & Luke Keighery (RGL)

 

54

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**19           CSR BIS: Tier 1 Help Desk**

 

**Service to be provided**

 

**Tier I Information Technology Help Desk**

 

Thisservice is to provide Readymix Holdings with Tier I Help Desk support duringthe migration of IT services to the RGL IT group residing in West Palm Beach(US) and Parramatta (AU). The term or duration of this service is during thedeployment of TPIP’s and the conversion from the CSR domain to the Rinker Groupdomain. Services Include:

 

•              TierI Help Desk Call Management

•              Loggingand recording of individual support calls in Help Desk application

•              LevelOne call resolution

•              Enduser follow up until closure of case.

 

**Term**

 

InitialPeriod: Follows TPIP’s Rollout April 2003 – October 2003 

 

ExtensionPeriod: November 2003 – January 1, 2004

 

**Charges**

 

Fees are expected to becharged as below, based on the current TPIPs migration plan.

** **
| **Team**             |   | **YEM 04 Cost** |                       |          |   | **Apr** |   | **May** |   | **Jun** |   | **Jul** |   | **Aug** |   | **Sep** |   | **Oct** |   |
|----------------------|--------|-----------------|----------------------------|---------------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|--------|
|                 |   |            |                       |          |   |    |   |    |   |    |   |    |   |    |   |    |   |    |   |
| Helpdesk - CSR rechg |   | *$*             | *85,500   * |          | Vic    |    | $      | 5,400   |   |    |   |    |   |    |   |    |   |    |   |   |   |
| recharge price       |   |            |                       | Qld           |   | $       | 7,700  |    | $      | 7,700   |   |    |   |    |   |    |   |    |   |   |   |
| $ 25.0               |   |            |                       | NT & SA   |   | $       | 3,000  |    | $      | 3,000   |   | $       | 3,000  |    |   |    |   |    |   |   |   |   |
|                 |   |            |                       | WA            |   | $       | 3,300  |    | $      | 3,300   |   | $       | 3,300  |    | $      | 3,300   |   |    |   |   |   |   |   |
|                 |   |            |                       | ACT & Tas |   | $       | 700    |    | $      | 700     |   | $       | 700    |    | $      | 700     |   | $       | 700    |   |   |   |   |   |
|                 |   |            |                       | NSW           |   | $       | 6,000  |    | $      | 6,000   |   | $       | 6,000  |    | $      | 6,000   |   | $       | 6,000  |   | $ | 6,000 |   | $ | 3,000 |   |
|                      |        |                 |                            |               |        |         |        |         |        |         |        |         |        |         |        |         |        |         |        |  |  |  |  |  |  |  |  |

 

Ifthe service needs to continue into the Extension Period, the charge will beA$25 per user per month.

 

**Reviews/Meetings**

 

Weeklyprogress meeting held each Friday 8am (AU) on the progress of the Demerger ofIT systems. Any timing or issues resolution will be handled in this forum.

 

**Contract Managers**

 

OleElsaesser or Assignee will manage the services provided by CSR.  Bill Gearhart and Neville Hansen will beresponsible for ordering and reviewing service delivery on behalf of RGL.

 

55

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**20           CSR BIS: PC and Desktop Support**

 

**Service to be provided**

 

**PC and Desktop Support Services**

 

Thisservice is to provide Readymix Holdings with PC and Desktop computing relatedsupport during the migration of IT services to the RGL IT group residing inWest Palm Beach (US) and Parramatta (AU). The costs in point 4 cover thesesupport services. The term or duration of this service is during the deploymentof TPIP’s and the conversion from the CSR domain to the Rinker Group domain.

 

Alldesktop PCs, laptops, winterms and printer assets used by CM will betransferred at book value to RGL on 31 March 2003. Microsoft, PC Anywhere,Norton Anti-virus and other PC application software licences will betransferred to RGL at cost on 31 March 2003.

 

**Term**

 

InitialPeriod: Follows TPIP’s Rollout April 2003 – October 2003 

 

ExtensionPeriod: November 2003  January 1, 2004

 

**Charges**

 

Feesare expected to be charged as shown in the table below which is based on thecurrent TPIPs migration plan. These total costs have been calculated using thefollowing per device support costs.

 

DesktopPC $85 per mm

LaptopPC $125 per mth

Winterm$52.50 per mth

Networkedprinter $37.50 per mth

 
|                |   | **YEM 04 Cost** |      |          |   | **Apr** |   | **May** |   | **Jun** |   | **Jul** |   | **Aug** |   | **Sep** |   | **Oct** |   |
|---------------------|--------|-----------------|-----------|---------------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|--------|
|                |   |            |      |          |   |    |   |    |   |    |   |    |   |    |   |    |   |    |   |
| Desktop - CSR rechg |   | *$*             | *345,370* |          | Vic    |    | $      | 19,993  |   |    |   |    |   |    |   |    |   |    |   |   |   |
|                |   |            |      | Qld           |   | $       | 29,298 |    | $      | 29,298  |   |    |   |    |   |    |   |    |   |   |   |
|                |   |            |      | NT & SA   |   | $       | 10,108 |    | $      | 10,108  |   | $       | 10,108 |    |   |    |   |    |   |   |   |   |
|                |   |            |      | WA            |   | $       | 13,665 |    | $      | 13,665  |   | $       | 13,665 |    | $      | 13,665  |   |    |   |   |   |   |   |
|                |   |            |      | ACT & Tas |   | $       | 2,755  |    | $      | 2,755   |   | $       | 2,755  |    | $      | 2,755   |   | $       | 2,755  |   |   |   |   |   |
|                |   |            |      | NSW           |   | $       | 25,850 |    | $      | 25,850  |   | $       | 25,850 |    | $      | 25,850  |   | $       | 25,850 |   | $ | 25,850 |   | $ | 12,925 |   |
|                     |        |                 |           |               |        |         |        |         |        |         |        |         |        |         |        |         |        |         |        |  |  |  |  |  |  |  |  |

 

Ifthe service needs to continue into the Extension Period, the charge willcontinue based on the per device costs shown above.

 

56

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**Reviews/Meetings**

 

Weeklyprogress meeting held each Friday 8am (AU) on the progress of the Demerger ofIT systems. Any timing or issues resolution will be handled in this forum.

 

**Contract Managers**

 

OleElsaesser or Assignee will manage the services provided by CSR.  Bill Gearhart and Neville Hansen will beresponsible for ordering and reviewing service delivery on behalf of RGL.

 

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**21           CSR BIS: NT Server Support**

 

**Service to be provided**

 

NT **Server Support**

 

This service is to provide Readymix Holdings with NT Server Supportduring the migration of IT services to the RGL IT group residing in West PalmBeach (US) and Parramatta (AU). The term or duration of this service is duringthe deployment of TPIP’s and the conversion from the CSR domain to the RinkerGroup domain. The support charges in point 4 of this schedule cover people andshared costs of supporting the NT servers and CSR domain.

 

All specific CM server assets and related server licences are to betransferred to RGL on 31 March 2003. The servers will be transferred at bookvalue, while the licences will be transferred at cost. The book value of anappropriate share of the current server farms will also be transferred to RGLon 31 March 2003.

 

**Term**

 

Initial Period: Follows TPIP’s Rollout April 2003 – October 2003 

 

Extension Period: November 2003 – January 1, 2004

 

**Charges**

 

Fees are expected to be charged as below, based on the current TPIPsmigration plan.

 
|                    |   | **YEM 04 Cost** |      |          |   | **Apr** |   | **May** |   | **Jun** |   | **Jul** |   | **Aug** |   | **Sep** |   | **Oct** |
|-------------------------|--------|-----------------|-----------|---------------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|
|                    |   |            |      |          |   |    |   |    |   |    |   |    |   |    |   |    |   |    |
| NT Services - CSR rechg |   | *$*             | *214,434* |          | Vic    |    | $      | 13,543  |   |    |   |    |   |    |   |    |   |    |   |   |
| recharge  price         |   |            |      | Qld           |   | $       | 19,312 |    | $      | 19,312  |   |    |   |    |   |    |   |    |   |   |
| $62.7                   |   |            |      | NT & SA   |   | $       | 7,524  |    | $      | 7,524   |   | $       | 7,524  |    |   |    |   |    |   |   |   |
|                    |   |            |      | WA            |   | $       | 8,276  |    | $      | 8,276   |   | $       | 8,276  |    | $      | 8,276   |   |    |   |   |   |   |
|                    |   |            |      | ACT & Tas |   | $       | 1,756  |    | $      | 1,756   |   | $       | 1,756  |    | $      | 1,756   |   | $       | 1,756 |   |   |   |   |
|                    |   |            |      | NSW           |   | $       | 15,048 |    | $      | 15,048  |   | $       | 15,048 |    | $      | 15,048  |   | $       | 15,048 |   | $ | 15,048 |   | $ | 7,524 |
|                         |        |                 |           |               |        |         |        |         |        |         |        |         |        |         |        |         |        |         |  |  |  |  |  |  |  |  |  |

 

If the service needs to continue into the Extension Period, the chargewill be A$62.70 per user per month. A user is defined by the existence of acurrent network logon to the CSR domain.

 

**Reviews/Meetings**

 

Weekly progress meeting held each Friday 8am (AU) on the progress ofthe Demerger of IT systems. Any timing or issues resolution will be handled inthis forum.

 

**Contract Managers**

 

Ole Elsaesser or Assignee will manage the services provided by CSR.Bill Gearhart and Neville Hansen will be responsible for ordering and reviewingservice delivery on behalf of RGL.

 

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**22           CSR BIS: Email**

 

**Service to be provided**

 

**Email Services**

 

Thisservice is the support of CSR’s existing Email application @csr.com.au. EachRGL employee’s email account will be hosted and supported by CSR until thetransition to TPIPs and the RGL network.

 

Exchangeand SMS licences for CM specific servers will be transferred to RGL/Readymix on31 March 2003. RGL will pay for these licences from that date.

 

**Term**

 

InitialPeriod: Follows TPIP’s Rollout April 2003 – October 2003 

 

ExtensionPeriod: November 2003 – January 1, 2004

 

**Charges**

 

Feesare expected to be charged as below, based on the current TPIPs migration plan.

 
| **Team**          |   | **YEM 04 Cost** |     |          |   | **Apr** |   | **May** |   | **Jun** |   | **Jul** |   | **Aug** |   | **Sep** |   | **Oct** |
|-------------------|--------|-----------------|----------|---------------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|
|              |   |            |     |          |   |    |   |    |   |    |   |    |   |    |   |    |   |    |
| Email - CSR rechg |   | *$*             | *88.920* |          | Vic    |    | $      | 5,616   |   |    |   |    |   |    |   |    |   |    |   |   |
| recharge  price   |   |            |     | Qld           |   | $       | 8,008  |    | $      | 8,008   |   |    |   |    |   |    |   |    |   |   |
| $26.0             |   |            |     | NT & SA   |   | $       | 3,120  |    | $      | 3,120   |   | $       | 3,120  |    |   |    |   |    |   |   |   |
|              |   |            |     | WA            |   | $       | 3,432  |    | $      | 3,432   |   | $       | 3,432  |    | $      | 3,432   |   |    |   |   |   |   |
|              |   |            |     | ACT & Tas |   | $       | 728    |    | $      | 728     |   | $       | 728    |    | $      | 728     |   | $       | 728 |   |   |   |   |
|              |   |            |     | NSW           |   | $       | 6,240  |    | $      | 6,240   |   | $       | 6,240  |    | $      | 6,240   |   | $       | 6,240 |   | $ | 6,240 |   | $ | 3,120 |
|                   |        |                 |          |               |        |         |        |         |        |         |        |         |        |         |        |         |        |         |  |  |  |  |  |  |  |  |  |

 

Ifthe service needs to continue into the Extension Period, the charge will beA$26 per user per month.

 

**Reviews/Meetings**

 

Weeklyprogress meeting held each Friday 8am (AU) on the progress of the Demerger ofIT systems. Any timing or issues resolution will be handled in this forum.

 

**Contract Managers**

 

OleElsaesser or Assignee will manage the services provided by CSR. Bill Gearhartand Neville Hansen will be responsible for ordering and reviewing servicedelivery on behalf of RGL.

 

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**23           CSR BIS: Wide Area Network Support**

 

**Service to be provided**

 

**Wide Area Network (WAN) Support Services**

 

Thisservice is to provide Readymix Holdings with Wide Area Network Support duringthe migration of IT services to the RGL IT group residing in West Palm Beach(US) and Parramatta (AU). The term or duration of this service is during thedeployment of TPIP’s and the conversion from the CSR domain to the Rinker Groupdomain.

 

Thereare currently various services and costs in relation to the WAN. These arelisted below sorted by whether it will be provided by CSR during the deploymentof TPIPs or transferred to RGL from the 31st of March 2003.

 

Services/ costs that will be delivered and charged by CSR to RGL

 

•                       Network support during transition to TPIPs{TPIPs + 1 mth}

 

•                       Cost of regional hub site connections to theold network {TPIPs + 1 mth}

 

Services/coststhat will be transferred directly to RGL from 31 March 2003 are:

 

•                       Telstra site costs for connection to the CSRWAN

 

•                       Telstra site costs for connection to TPIPs

 

•                       50% of the cost of the ‘core backbone’ of theold network

 

•                       Telstra cost for the 6MB link betweenAustralia and Florida

 

•                       80% of the Telstra cost of the Parramatta 6MBlink {until the line is downgraded, then full cost of the link will betransferred}

 

•                       the Telstra DDS account

 

•                       50% of the Telstra cost for the link to China

 

•                       the book value of switches, routers and othersite hardware used by CM sites

 

•                       the book value of IO-LAN and DEC servers (ifany)

 

•                       the Marconi MDX maintenance contract

 

Servicesthat will cease being provided by CSR and that will be set up and provided byRGL to its Australian sites and employees are:

 

•                       dialconnect ports / links

 

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Services that will not be transferred to RGL but will remain with CSRand not be recharged:

 

•                       the cost ofthe link to Taiwan

 

**Term**

 

Initial Period: Follows TPIP’s Rollout April 2003 - October 2003 plusone month to retire final data circuits.

 

Extension Period: November 2003 - January 1, 2004

 

**Charges**

 

Fees are expected to be charged as below, based on the current TPIPsmigration plan. One month’s charge is to be added to each site to allow for cutover to TPIPs.

 
|              |   | **YEM 04 Cost** |      |              |    | **Apr** |        | **May**     |   | **Jun**     |        | **Jul** |        | **Aug** |   | **Sep**     |   | **Oct** |        | **Nov** |   |
|-------------------|--------|-----------------|-----------|-------------------|---------|---------|-------------|-------------|--------|-------------|-------------|---------|-------------|---------|--------|-------------|--------|---------|-------------|---------|--------|
|              |   |            |      |              |    |    |        |        |   |        |        |    |        |    |   |        |   |    |        |    |   |
| WAN/LAN-CSR rechg |   | *$*             | *101,838* |              | Vic CSR |    | $           |  3,280 |   | $           |  3,280 |    |        |    |   |        |   |    |        |    |   |   |   |   |
|              |   |            |      | Qld CSR           |    | $       |  6,489 |        | $      |  6,489 |        | $       |  6,489 |    |   |        |   |    |        |    |   |   |   |   |
|              |   |            |      | NT & SA CSR   |    | $       |  2,250 |        | $      |  2,250 |        | $       | 2,250       |    | $      |  2,250 |   |    |        |    |   |   |   |   |   |
|              |   |            |      | WA CSR            |    | $       |  4,111 |        | $      |  4,111 |        | $       | 4,111       |    | $      |  4,111 |   | $       |  4,111 |    |   |   |   |   |   |   |
|              |   |            |      | ACT & Tas CSR |    | $       |  837   |        | $      |  837   |        | $       |  837   |    | $      |  837   |   | $       |  837   |    | $      |  837 |   |   |   |   |   |
|              |   |            |      | NSW CSR           |    | $       |  5,155 |        | $      |  5,155 |        | $       |  5,155 |    | $      |  5,155 |   | $       |  5,155 |    | $      |  5,155 |   | $ |  5,155 |   | $ |  5,155 |   |
|                   |        |                 |           |                   |         |         |             |             |        |             |             |         |             |         |        |             |        |         |             |         |        |  |  |  |  |  |  |  |  |  |

 

Telstra Charges will be billed directly to Readymix HoldingsInfrastructure beginning April 2003.

 

If services are required in the Extension Period, charges will belevied by site in accordance with the calculation methodology used to calculatethe State charges above.

 

In addition to the above, RGL will contribute to the labour costincurred by CSR in undertaking the migration to TPIPs. It is estimated thatthis cost will be approximately $80,000, which is based on the cost to CSR of aresource to undertake the project in YEM 04 apportioned by the percentage oftotal Australian sites that are CM sites.

 

| TPIPs  project people costs |   | $ | 80,000 |
|-----------------------------|--------|---|--------|

 

**Reviews/Meetings**

 

Weekly progress meeting held each Friday 8am (AU) on the progress ofthe Demerger of IT systems. Any timing or issues resolution will be handled inthis forum.

 

**Contract Managers**

 

Ole Elsaesser or Assignee will manage the services provided by CSR.Bill Gearhart and Neville Hansen will be responsible for ordering and reviewingservice delivery on behalf of RGL.

 

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**24           CSR BIS: E-Commerce**

 

**Service to be provided**

 

**E-Commerce**

 

Thisservice is to provide Readymix Holdings with Internet access and access to theCSR Intranet during the migration of IT services to the RGL IT group residingin West Palm Beach (US) and Parramatta (AU). The term or duration of thisservice is during the deployment of TPIP’s and the conversion from the CSRdomain to the Rinker Group domain. Services Include:

 

•                   Employee Internet Access and Filtering

 

•                   Employee Intranet Access to ‘web.csr.com.au’

 

•                   Assistance on existing Internet Sites migrated to West Palm Beach on January 27, 2003.

 

**Term**

 

InitialPeriod: Follows TPIP’s Rollout April 2003 – October 2003

 

ExtensionPeriod: November 2003 – January 1, 2004

 

**Charges**

 

Feesare expected to be charged as below, based on the current TPIPs migration plan.

 
| **Team**           |   | **YEM 04 Cost** |     |          |   | **Apr** |        | **May**     |   | **Jun**     |   | **Jul** |        | **Aug** |   | **Sep**     |   | **Oct** |        |
|--------------------|--------|-----------------|----------|---------------|--------|---------|-------------|-------------|--------|-------------|--------|---------|-------------|---------|--------|-------------|--------|---------|-------------|
|               |   |            |     |          |   |    |        |        |   |        |   |    |        |    |   |        |   |    |        |
| Intranet CSR rechg |   | *$*             | *27,360* |          | Vic    |    | $           |  1,728 |   |        |   |    |        |    |   |        |   |    |        |   |   |
| recharge price     |   |            |     | Qld           |   | $       |  2,464 |        | $      |  2,464 |   |    |        |    |   |        |   |    |        |   |   |
| $3.0               |   |            |     | NT & SA   |   | $       |  960   |        | $      |  960   |   | $       |  960   |    |   |        |   |    |        |   |   |   |
|               |   |            |     | WA            |   | $       |  1,056 |        | $      |  1,056 |   | $       |  1,056 |    | $      |  1,056 |   |    |        |   |   |   |   |
|               |   |            |     | ACT & Tas |   | $       |  224   |        | $      |  224   |   | $       |  224   |    | $      |  224   |   | $       |  224   |   |   |   |   |   |
|               |   |            |     | NSW           |   | $       |  1,920 |        | $      |  1,920 |   | $       |  1,920 |    | $      |  1,920 |   | $       |  1,920 |   | $ |  1,920 |   | $ |  1,960 |   |
|                    |        |                 |          |               |        |         |             |             |        |             |        |         |             |         |        |             |        |         |             |  |  |  |  |  |  |  |  |

 

Ifthe service needs to continue into the Extension Period, the charge will be A$8per user per month.

 

**Reviews/Meetings**

 

Weeklyprogress meeting held each Friday Sam (AU) on the progress of the Demerger ofIT systems. Any timing or issues resolution will be handled in this forum.

 

**Contract Managers**

 

OleElsaesser or Assignee will manage the services provided by CSR. Bill Gearhartand Neville Hansen will be responsible for ordering and reviewing servicedelivery on behalf of RGL.

 

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**25           CSR BIS: Voice Services**

 

**Service to be provided**

 

**Voice Services**

 

AllVoice Services will be transferred to RGL at the end of March 31, 2003. Thisimplies that there will be not charge from CSR to RGL from 1 April 2003 forvoice services. The exception to this is in relation to time and materialssupport and is described below.

 

RGLwill pay the labour costs of a voice support team. All CM specific voicehardware such as site PABXs and queuing systems currently in the asset registerof BIS will be transferred to RGL at book value. The contract for maintenanceof RGL PABXs will be separately charged to RGL by the maintenance vendor.

 

Thereis expected to be some voice advice and support provided by Rinker to CSR, andby CSR to Rinker post demerger. Time spent on such support between thecompanies will be monitored and where there exists a disparity in supportprovided by one company to the other, a charge will be levied on a time andmaterials basis for the time constituting the disparity.

 

**Term**

 

InitialPeriod: All Services to be transferred on March 31, 2003

 

ExtensionPeriod: Any Services required post March 31 will be billed at actual time andmaterials cost.

 

**Charges**

 

Allvoice services are to be transferred on 31 March, 2003.   Any services required post this date willbe billed at actual time and materials cost.

 

**Reviews/Meetings**

 

Weeklyprogress meeting held each Friday 8am (AU) on the progress of the Demerger ofIT systems. Any timing or issues resolution will be handled in this forum.

 

**Contract Managers**

 

OleElsaesser or Assignee will manage the services provided by CSR. Bill Gearhartand Neville Hansen will be responsible for ordering and reviewing servicedelivery on behalf of RGL.

 

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**26****                                 ****CSR BIS: SAP and Command / ACS data centre and support**

 

**Service to be provided**

 

**SAP Support**

 

AllSAP support services will be transferred from April 1,2003. This includes thefollowing:

 

•                 Hardware – Since 26 Jan 2003 all AustralianRGL users access SAP on the Rinker SAP instance in West Palm Beach. There istherefore no hardware charge  from CSRto RGL in the new financial year commencing 1 April 2003.

 

•                 Application Support for SAP, Command and ACSwill be provided by people employed by RGL from 1 April 2003

 

•                 Licences – the prepayment for SAP licencesused by CM for calendar 2003 will be transferred to RGL at the end of 31 March2003

 

Thereis expected to be some applications support provided by Rinker to CSR, and byCSR to Rinker post demerger. Time spent on such support between the companieswill be monitored and where there exists a disparity in support provided by onecompany to the other of greater than 2 weeks, a charge will be levied on a timeand materials basis for the time constituting the disparity.

 

**Term**

 

InitialPeriod: All services to be transferred by April 1,2003

 

ExtensionPeriod: Any services required post April 1 will be billed at actual time andmaterials cost.

 

**Charges**

 

Allservices are to be transferred on March 31, 2003. Any services required postApril 1 will be billed at actual time and materials cost.

 

**Reviews/Meetings**

 

Weeklyprogress meeting held each Friday 8am (AU) on the progress of the Demerger ofIT systems. Any timing or issues resolution will be handled in this forum.

 

**Contract Managers**

 

OleElsaesser or Assignee will manage the services provided by CSR. Bill Gearhartand Brad Tallon will be responsible for ordering and reviewing service deliveryon behalf of RGL.

 

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**27           CSR BIS: Miscellaneous ApplicationsSupport**

** **

**Service to be provided**

 

**Miscellaneous Software Support**

 

This  service is to provideReadymix Holdings with Hardware/Software support for 4 applications current inuse by Readymix Holdings. These are:

 

•              Lotus Notes software support

 

•              Promix Asia data centre support

 

•              Promix Asia applications support(25% 1 FTE)

 

•              CHRIS data centre support

 

**Applications not supported for ReadymixHolding by CSR post March 31, 2003**

 

•          Promaster – There willbe no charge to RGL in YEM04 for this application. CM’s contribution to thecost of this application will be charged in YEM 03.

 

•          Integrity – ThisTreasury application will be hosted and supported from West Palm Beach

 

•          IBHAR Project Costs–This software application will be hosted and supported from by Readymixholdings in Parramatta. No Services required by CSR.

 

•          MEX Project Costs – NoServices required by CSR, fully support by Readymix Holdings

 

•          IXOS – Separate ServiceAgreement within documents provided by the Readymix Holdings BSC department.

 

**Term**

 

Initial Period: As required by Readymix Holdings on a Month per Monthbasis but not to exceed the conversion of Chris to SAP payroll hosted in West PalmBeach which Initial period ends on March 31, 2004.

 

Extension Period: September 30, 2004

 

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**Charges**

 

Fees will be calculated on the following basis:

 
|                      |   | **Monthly Rate** |   |                                                                 |
|---------------------------|--------|------------------|--------|----------------------------------------------------------------------|
|                      |   |             |   |                                                                 |
| Lotus support - S Stam    |   | $                | 8,400  |                                                                 | Applications Support Only -  Licensing to be paid by RH IT beginning April 1, 2003 |
|                      |   |             |   |                                                                 |
| Promix Asia DC support    |   | $                | 3,500  |                                                                 | Includes Hardware, People  and Licensing |
|                      |   |             |   |                                                                 |
| CHRIS data centre         |   | $                | 4,600  |                                                                 | Supports # of Users and  Hardware |
|                      |   |             |   |                                                                 |
| Promix app supp 25% 1 FTE |   | $                | 2,083  |                                                                 | Applications Support |
|                      |   |             |   |                                                                 |
| VAX - Command             |   | N/C              |   | Hardware and Multinet - RH  IT to pay maintenance from April 1, 2003 |

 

Lotus Notes Support estimated at 3 months at $25,000 total. Theremaining apps are month to month. Should any of these services continue intothe Extension Period, the charge will be as per the per month charges shownabove.

 

**Reviews/Meetings**

 

Weekly progress meeting held each Friday 8 am (AU) on the progress ofthe Demerger of IT systems. Any timing or issues resolution will be handled inthis forum.

 

**Contract Managers**

 

Ole Elsaesser or Assignee will manage the services provided by CSR.Bill Gearhart and Brad Tallon will be responsible for ordering and reviewingservice delivery on behalf of RGL.

 

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**28           CSR BIS: Miscellaneous Support**

 

**Service to be provided**

 

**Miscellaneous support**

 

Theremay be some applications or management support provided by Rinker to CSR, andby CSR to Rinker post demerger. Time spent on such support between thecompanies and the labour costs of the persons providing this support will bemonitored and where there exists a disparity in the cost of support provided byone company to the other, a charge will be levied on a time and materials basisfor the time constituting the disparity.

 

**Term**

 

InitialPeriod: All miscellaneous support services are likely to be transferred byApril 1, 2003

 

ExtensionPeriod:  Any services required postApril 1 will be billed at actual time and materials cost.

 

**Charges**

 

Allservices are to be transferred on March 31, 2003.  Any services required post April 1 will be billed at actual timeand materials cost.

 

**Reviews/Meetings**

 

Weeklyprogress meeting held each Friday 8am (AU) on the progress of the Demerger ofIT systems. Any timing or issues resolution will be handled in this forum.

 

**Contract Managers**

 

OleElsaesser or Assignee will manage the services provided by CSR. Bill Gearhartand Neville Hansen will be responsible for ordering and reviewing servicedelivery on behalf of RGL.

 

67

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**Schedule 2 – Agreed Service Schedule**

 

Any schedules attachedsubsequent to the signing of this agreement are to be attached below. Theformat to be provided is the same format as applied to schedule 1.

 

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