Business Acquisition
Agreement 







Hudson Trade and
Industrial Services Pty Limited 




Hudson Trade and
Industrial Solutions Pty Limited 




Skilled Group Limited 




Hudson Global Resources
(Aust) Pty Limited 









Allens Arthur Robinson
                                               
Deutsche Bank Place
                                 
Corner Hunter and Phillip Streets
                                                 
Sydney  NSW  2000
                                                         
Australia
                                               
Tel  61 2 9230 4000
                                               
Fax  61 2 9230 5333
                                                    
www.aar.com.au 





© Copyright Allens
Arthur Robinson 2007 













	Business Acquisition Agreement	
	






Table of Contents 



	1.	Definitions and Interpretation	1 
	2.	Sale of Business	8 
	3.	Price and Payment	8 
	4.	Warranties	8 
	5.	Conduct of Business before Completion	12 
	6.	Completion	14 
	7.	Adjustments to Estimated Purchase Price	17 
	8.	Receivables	19 
	9.	Liabilities of the Business	19 
	10.	Adjustment of Outgoings	20 
	11.	Employees	20 
	12.	Contracts	24 
	13.	Non-competition	25 
	14.	Purchaser Warranties and Guarantor Warranties	26 
	15.	Books and Records	27 
	16.	Confidentiality	27 
	17.	Remedies	28 
	18.	Costs and Stamp Duty	29 
	19.	GST	29 
	20.	No Merger	30 
	21.	Assignment	30 
	22.	Further Assurances	30 
	23.	Entire Agreement	30 
	24.	No Waiver	31 
	25.	Notices	31 
	26.	Governing Law and Jurisdiction	32 
	27.	Guarantee	32 
	28.	Counterparts	33 
	29.	Personal Liability	33 
	Schedule 5		42 
		Warranties	42 








	

		Page (i) 














	Business Acquisition Agreement	
	









	Date  
	          2 October 2007






	Parties  
	







	1.  	Hudson
Trade and Industrial Services Pty Limited (ABN                     85 059 630 349)
of Level 19, 45 Clarence Street,                     Sydney, New South Wales
2000 






	2.  	Hudson
Trade and Industrial Solutions Pty Limited (ABN                     76 069 390 825)of
Level 19, 45 Clarence Street, Sydney,                     New South Wales 2000 






	 	
(each,
a Vendor, and together, the Vendors) 






	3.  	Skilled
Group Limited (ABN 66 005 585 811) of 850 Whitehorse Road, Box Hill,           Victoria,
3128  (the Purchaser) 






	4.  	Hudson
Global Resources (Aust) Pty Limited (ABN 21 002 888 762)
                    of Level 19, 45 Clarence Street, Sydney, New South Wales
2000 (the Guarantor) 






	Recitals  
	







	A  	The
Vendors carry on the Business and own the Assets.






	B  	The
Vendors have, at the request of the Guarantor, agreed to sell the Business and the Assets
to the Purchaser, and the Purchaser has agreed to buy the Business and the Assets from
the Vendors, on the terms of this Agreement. 






	C  	The
Guarantor has agreed to enter into certain covenants and guarantee the obligations of the
Vendors under this Agreement. 
	








It is agreed 
as follows. 



	1.  	Definitions
and Interpretation 
	





	1.1  	Definitions 






	 	
The
following definitions apply unless the context requires otherwise.  






	 	
ACCC means
the Australian Competition and Consumer Commission.  






	 	
Accounting
Standards means the requirements of the Australian Accounting Standards,
other authoritative pronouncements of the Australian Accounting Standards Board and Urgent
Issues Group Consensus Views, the requirements of the Corporations Act in relation to the
preparation and content of accounts and, to the extent that any matter is not covered by
them, means generally accepted accounting principles applied from time to time in
Australia for companies similar to the Vendors. 






	

		Page 1 











	Business Acquisition Agreement	
	







	 	
Accounts
means all of the accounts and accounting information (including management accounts)
relating to the Vendors, the Business and the Assets included in the Data Room
Documentation. 






	 	
Acquired
Employee has the meaning given in clause 11.3.  






	 	
Adjustments
has the meaning given in clause 7.1(a)  






	 	
Assets
means: 






	 	(a) 	the
goodwill of the Business including the benefit of the Contracts; 






	 	(b) 	Business
Records; 






	 	(c) 	Contracts; 






	 	(d) 	Intellectual
Property; and 






	 	(e) 	the
Fixtures and Fittings listed in Schedule 8, 






	 	
but
excluding the Excluded Assets. 






	 	
Assumed
Liabilities means the Liabilities of that description in the Estimated
Completion Statement.  






	 	
Business
means the business carried on by the Vendors of blue collar labour hire service providers
and blue collar recruitment in Australia and any other hire service or recruitment
services conducted by the Vendors in the temporary and permanent recruitment business
during the three year period ending on the Completion Date. 






	 	
Business
Day means a day on which banks are open for business in Sydney.  






	 	
Business
Names means the business, trade and brand names listed in Schedule 9.  






	 	
Business
Records means all original and copy records, documents, books, files,
reports, accounts, data, plans, correspondence, letters and papers of every description
and other material regardless of the form or medium (and whether coming into existence
before, on or after the date of this Agreement) belonging to or used by the Vendors in
connection with the Business or the Assets including: 






	 	(a) 	books
of account; 






	 	(b) 	documents
of title relating to the Assets; 






	 	(c) 	employment
records (including reference material and appraisals); 






	 	(d) 	customer
and Client lists and correspondence; 






	 	(e) 	supplier
lists and correspondence; 






	 	(f) 	price
lists; 






	 	(g) 	trading
and financial records (including originals and copies of all Contracts);           and 






	 	(h) 	all
other documents owned or used by the Vendors and which relate to the conduct           of
the Business 






	 	
excluding
the Candidate Database (but for clarification, the Purchaser is entitled to receive and
keep a copy of the data and information on the Candidate Database as provided in clause
6.3). 






	 	
Candidate
Database means the in house browser based candidate management system
called ePro owned by the Vendors and used in the Business. 






	

		Page 2 









	Business Acquisition Agreement	
	







	 	
Claim
means, in relation to a party, a demand, claim, action or proceeding made or brought by or
against the party, however arising and whether present, unascertained, immediate, future
or contingent. 






	 	
Clients means
the clients of the Vendors pertaining to the Business.  






	 	
Completion
means the completion by the parties of the sale and purchase of the Assets under this
Agreement as provided in clause 6. 






	 	
Completion
Date  means 29 October 2007 or such other date as the Vendors and the
Purchaser may agree.  






	 	
Confidential
Information  means all information and data (and all copies and extracts
made of or from such information and data) concerning the operations, dealings, business,
finance, transactions, Clients, suppliers, trade secrets, prospects, markets, know-how and
affairs of the Business which is of a genuinely confidential nature however recorded or
stored (including by means of a mechanical, electronic or other device). 






	 	
Confidentiality
Agreement  means the confidentiality agreement entered into between the
Purchaser and the Guarantor dated 12 July 2007. 






	 	
Consideration has
the meaning given by the GST Law.  






	 	
Contract
Employees means the casual employees of the Vendors referred to in Part B
of Schedule 2 who are working for Clients as at the date of this Agreement and any further
casual employees of the Vendors placed with Clients after the date of this Agreement and
before Completion. 






	 	
Contracts
means all oral or written contracts, agreements and arrangements to which a Vendor or the
Guarantor is a party and which relate solely to the Business, a number of the
counterparties to which are identified in Schedule 3, but excluding. for clarification,
the leases relating to the Leasehold Property. 






	 	
Corporations
Act means the Corporations Act 2001(Cth).  






	 	
Data
Room  means the electronic data room maintained by or on behalf of the
Vendors and accessible at www.projectdeuce.dataroom.com.au through which the
Purchaser and its Representatives have had access to information and materials relating to
the Assets and the Business. 






	 	
Data
Room Documentation  means all documentation contained in the Data Room or
referred to in this Agreement or listed in the data room index provided to the Purchaser
or its representatives and any supplementary data room indexes provided to the Purchaser
or its representatives up to and including the date of this Agreement a complete list of
which documentation and indexes is attached to this Agreement as Exhibit A. 






	 	
Employee
means an employee listed in Schedule 2 (or, in the case of a Contract Employee,
employed after the date of this Agreement and before Completion) which sets out: 






	 	(a) 	in
Part A – Internal Staff, details of which are attached to Schedule 2 and
          which lists the name of each permanent employee of the Vendors as at the date
of           this Agreement; and 






	 	(b) 	in
Part B – External Staff, details of which are attached to Schedule 2 and
          which lists the name of each Contract Employee as at the date of this
Agreement. 






	

		Page 3 









	Business Acquisition Agreement	
	








	 	
Employee
Entitlements means all entitlements of any employee, contractor or other
person (including the Employees) who is as at Completion (or has been at any time before
Completion) engaged by a Vendor in connection with the Business including for
remuneration, annual leave, rostered days off, days off in lieu, long service leave, any
other leave entitlements, redundancy, sick leave, personal leave, superannuation
(including any liability to the Australian Taxation Office for a superannuation guarantee
charge) and all other entitlements whatsoever. 






	 	
Estimated
Completion Statement means the statement bearing that name set out in
Schedule 7.  








	 	
Estimated
Purchase Price means the line item total allocated value assets sold
of $3,600,000 as set out in the Estimated Completion Statement and as adjusted in
accordance with clauses 4.8, 10, 11.5 and 11.8 .  






	 	
Excluded
Assets means: 






	 	(a) 	the
Receivables; 






	 	(b) 	cash
deposits with banks and other financial institutions or on hand; 






	 	(c) 	the
benefit of the Leasehold Property; 






	 	(d) 	insurance
policies; 






	 	(e) 	any
future income tax benefits to which the Vendors are entitled; 






	 	(f) 	the
Candidate Database (but not the information and data stored on the Candidate
          Database); and 






	 	(g) 	the
Business Names. 






	 	
Excluded
Intellectual Property means the Intellectual Property listed in
Schedule 1 (but not any information or data stored on that Intellectual Property if
part of the Business Records). 






	 	
Exit
Fee has the meaning given to that term in clause 11.10(a).  






	 	
Fixtures
and Fittings means the items listed in Schedule 8. 






	 	
Governmental
Agency means a government or a governmental, semi-governmental or judicial
entity or authority. It also includes a self-regulatory organisation established under
statute or a stock exchange. 






	 	
GST has
the meaning given by the GST Law.  






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






	 	
GST
Amount means in relation to a Taxable Supply the amount of GST payable in
respect of that Taxable Supply. 






	 	
GST
Group has the meaning given by the GST Law.  






	 	
GST
Law has the meaning given by the GST Act, or if that Act does not exist
means any Act imposing or relating to the imposition or administration of a goods and
services tax in Australia and any regulation made under that Act. 






	 	
Guarantor
Warranties means the representations and warranties in respect of the
Guarantor set out in Schedule 5. 






	 	
Information
Memorandum means the Hudson Trade and Industrial Information Memorandum
dated 30 June 2007.  




	

		Page 4 









	Business Acquisition Agreement	
	








	 	
Input
Tax Credit has the meaning given by the GST Law and a reference to an Input
Tax Credit entitlement of a party includes an Input Tax Credit for an acquisition made by
that party but to which another member of that same GST Group is entitled under the GST
Law. 






	 	
Intellectual
Property means all Intellectual Property Rights other than those pertaining
to the Excluded Intellectual Property owned by a Vendor and either used or exercised in
connection with the Business as at the date of this Agreement or as at the Completion
Date. 






	 	
Intellectual
Property Rights means all intellectual property rights conferred by
statute, common law or in equity and subsisting anywhere in the world, including rights in
relation to: 






	 	(a) 	all
mailing lists, customer or Client information, and candidate information; 






	 	(b) 	copyrights,
trade marks, service marks, trade names; 






	 	(c) 	trade
secrets, Know-how, computer software, source codes and confidential
          information; 






	 	(d) 	all
other rights resulting from intellectual activity in respect of the Vendors           or
the Business 






	 	
excluding
for the avoidance of doubt, the Excluded Intellectual Property.  






	 	
Interest
Rate means the daily buying rate displayed at or about 10.30am (Sydney
time) on the Reuters screen BBSW page for Australian bank bills of a three month
duration. 






	 	
Know-how
means information, know-how and techniques (whether or not confidential and in whatever
form held) including: 






	 	(a) 	formulae,
discoveries, design specifications, drawings, data, manuals and           instructions; 






	 	(b) 	customer
lists, sales marketing and promotional information; 






	 	(c) 	business
plans and forecasts; and 






	 	(d) 	technical
or other expertise. 






	 	
Law
means the common law and any law, statute, regulation, ordinance, authorisation, ruling,
judgement and any order or decree of any Government Agency in any jurisdiction. 






	 	
Leasehold
Property means the leasehold property used or occupied in relation to the
Business specified in Schedule 4. 






	 	
Liabilities
means Claims, losses, liabilities, costs or expenses of any kind and however arising,
including penalties, fines and interest and including those which are prospective or
contingent and those the amount of which for the time being is not ascertained or
ascertainable. 






	 	
Non-Acquired
Employee means an Employee who does not accept an offer of employment from
the Purchaser.  






	 	
Notified
Party has the meaning given to that term in clause 7.1(b).  






	 	
Notifying
Party has the meaning given to that term in clause 7.1(b).  






	 	
Purchase
Price means the Estimated Purchase Price as adjusted, if required, under
clause 7.  






	 	
Purchaser
Warranties means the representations and warranties in respect of the
Purchaser set out in Schedule 5 






	 	
Receivables
means all the trade debts and other sums due to the Vendors on or after the Completion
Date in connection with the Business . For the avoidance of doubt, unbilled revenue of the
Business as at the Completion Date in respect of services provided by the Vendors prior to
the Completion Date which is invoiced by the Vendors after the Completion Date is included
within the definition of Receivables. 






	

		Page 5 









	Business Acquisition Agreement	
	








	 	
Registered
has the meaning given by the GST Law.  






	 	
Related
Body Corporate has the meaning given to the terms related body corporate in
the Corporations Act.  






	 	
Representative
means in relation to a person or entity, its officers, employees, agents, advisers or
financiers. 






	 	
Restricted
Business means the business of blue collar labour hire service providers
and blue collar recruitment. 






	 	
Security
Interest includes any mortgage, pledge, lien, charge or other encumbrance
of any kind, any security or preferential interest or arrangement of any kind or any other
right of, or arrangement with, any creditor to have its claim satisfied in priority to
other creditors with, or from the proceeds of, any asset and any legal or equitable
interest in favour of a third party. It includes retention of title other than in the
ordinary course of day-to-day trading and a deposit of money by way of security but it
excludes a charge or lien arising in favour of a Governmental Agency by operation of
statute unless there is default in payment of money secured by that charge or lien. 






	 	
Taxable
Supply has the meaning given by the GST Law excluding the reference to
section 84-5 of the GST Act. 






	 	
Transition
Plan means the transition plan for certain services used in the Business,
including the transfer of data contained in the Candidate Database, described in Schedule
6. 






	 	
Vendors’ Superannuation
Fund means Hudson Highland Group Superannuation Plan —AMP Custom
Super.  






	 	
Warranties
means the representations, warranties, undertakings and other obligations of the Vendors
of whatever kind contained in this Agreement (including those set out in Schedule 5). 






	1.2  	Interpretation 






	 	
Headings
are for convenience only and do not affect interpretation. The following rules apply
unless the context requires otherwise. 






	 	(a) 	The
singular includes the plural, and the converse also applies. 






	 	(b) 	A
gender includes all genders. 






	 	(c) 	If
a word or phrase is defined, its other grammatical forms have a corresponding
          meaning. 






	 	(d) 	A
reference to a person includes a corporation, trust, partnership,
          unincorporated body or other entity, whether or not it comprises a separate
          legal entity. 






	 	(e) 	A
reference to a clause or Schedule is a reference to a clause of or a Schedule
          of this Agreement. 






	 	(f) 	A
reference to an agreement or document (including a reference to this           Agreement)
is to the agreement or document as amended, supplemented, novated or           replaced,
except to the extent prohibited by this Agreement or that other           agreement or
document. 






	 	(g) 	A
reference to writing includes any method of representing or reproducing words,
          figures, drawings, or symbols in a visible or tangible form. 





	

		Page 6 









	Business Acquisition Agreement	
	







	 	(h) 	A
reference to a party to this Agreement or another agreement or document
          includes the party’s successors, permitted substitutes and permitted
          assigns (and, where applicable, the party’s legal personal
          representatives). 






	 	(i) 	A
reference to legislation or to a provision of legislation includes a
          modification or re-enactment of it, a legislative provision substituted for it
          and a regulation or statutory instrument issued under it. 






	 	(j) 	A
reference to dollars and $ is to Australian currency. 






	 	(k) 	A
reference to a trade mark has the same meaning as that term is defined
          by the Trade Marks Act 1995  (Cth). 






	 	(l) 	A
reference to a party using its best endeavours or reasonable
          endeavours does not include a reference to that party paying money in the
          form of an inducement or consideration to a third party to procure something
          (other than the payment of immaterial expenses or costs, including costs of
          advisers, to procure the relevant thing) or in circumstances that are
          commercially onerous or unreasonable in the context of this Agreement or
          providing other valuable consideration to or for the benefit of any person or
          agreeing to commercially onerous or unreasonable conditions. 






	 	(m) 	A
reference to a right or obligation of any two or more persons
          confers that right, or imposes that obligation, as the case may be, jointly and
          severally. 






	 	(n) 	Mentioning
anything after includes, including, for example, or similar           expressions,
does not limit what else might be included. 






	 	(o) 	Nothing
in this Agreement is to be interpreted against a party solely on the           ground
that the party put forward this Agreement or any part of it 






	 	(p) 	A
reference to the Vendors means either or both of the Vendors. 






	1.3  	Consents
or approvals 






	 	
If
the doing of any act, matter or thing under this Agreement is dependent on the consent or
approval of a party or is within the discretion of a party, the consent or approval may be
given or the discretion may be exercised conditionally or unconditionally or withheld by
the party in its absolute discretion, unless expressly provided otherwise. 






	1.4  	Method
of payment 






	 	
All
payments required to be made under this Agreement must be tendered at the recipient’s
option either by: 






	 	(a) 	drafts
or cheques drawn by a bank as defined in the Banking Act 1959          (Cth); or 






	 	(b) 	by
way of direct transfer of immediately available funds to the bank account
          nominated in writing by the party to whom the payment is due, 






	 	
and
by not later than 5pm Sydney time on the due date for payment. Any payment tendered under
this Agreement after 5pm Sydney time on any date will be taken to have been made on the
next succeeding Business Day (the deemed payment date) after the date
on which payment was tendered, and if the deemed payment date is after the relevant due
date for payment, interest will accrue under clause 1.5 accordingly. 





	

		Page 7 









	Business Acquisition Agreement	
	







	1.5  	Interest
on amounts payable 






	 	
If
any party fails to pay any amount payable by it under or in accordance with this Agreement
that party must, if demand is made, pay simple interest on that amount from the due date
for payment until that amount is paid in full at the rate per annum which is the sum of
the Interest Rate on the date on which the payment was due, plus a margin of 2%,
calculated daily. The right to require payment of interest under this clause is without
prejudice to any other rights the non-defaulting party may have against the defaulting
party at law or in equity. 






	2.  	Sale
of Business 
	






	2.1  	Sale
and purchase 






	 	
The
Vendors as legal and beneficial owners sell the Business and the Assets free from all
Security Interests and the Purchaser buys the Business and the Assets on the terms set out
in this Agreement. 






	2.2  	Title
and property 






	 	
Title
to and property in the Business and the Assets:  






	 	(a) 	until
Completion, remains solely with the Vendors; and 






	 	(b) 	passes
to the Purchaser with effect from Completion. 






	3. 	Price
and Payment
	





	3.1  	Payment
of Estimated Purchase Price 






	 	
The
Estimated Purchase Price must be paid by the Purchaser to the Vendors on the Completion
Date.  






	3.2  	Apportionment 






	 	
The
Purchase Price is apportioned as set out in Schedule 7.  






	4.  	Warranties 
	






	4.1  	Warranties 






	 	
Each
Vendor and the Guarantor: 






	 	(a) 	represents
and warrants to the Purchaser that except as expressly provided in           this
Agreement each of the statements in Schedule 5 is correct and not
          misleading in any way (including by omission); and 






	 	(b) 	the
Vendors and the Guarantor shall indemnify the Purchaser for any loss, cost,
          damage, expense or Liability the Purchaser may suffer or incur as a result of
          any breach of Warranty made by the Vendors and the Guarantor under this
          Agreement. 







	

		Page 8 









	Business Acquisition Agreement	
	













	4.2  	Other
warranties and conditions excluded 






	 	
Except
as expressly set out in this Agreement, all terms, conditions, warranties and statements,
(whether express, implied, written, oral, collateral, statutory or otherwise) are excluded
to the maximum extent permitted by law and, to the extent they can not be excluded, the
Vendors disclaim all Liability in relation to them to the maximum extent permitted by law. 






	4.3  	When
representations and warranties given 






	 	
Each
of the representations and warranties given under clause 4.1:  






	 	(a) 	is
given as at the date of this Agreement and as at Completion; and 






	 	(b) 	will
remain in full force and effect after the Completion Date despite           Completion. 






	4.4  	Conditions
of payment and Claims 






	 	
Despite
any other provision of this Agreement, each of the following applies in respect of this
Agreement. 






	 	(a) 	(Notice
of Claims) Each Vendor and the Guarantor is not liable to make           any payment
(whether by way of damages or otherwise) for any breach of any           Warranty unless
a claim is made in writing by the Purchaser against the Vendors           (setting out
reasonable details including details of the fact, circumstance or           matter giving
rise to the breach, the nature of the breach and the           Purchaser’s estimate
of the loss suffered based on the Purchaser’s           knowledge as at the time of
notification) as soon as reasonably practicable           after the Purchaser becomes
aware of the fact, circumstance or matter on which           the Claim is based and, in
any event, on or before the date two years after the           Completion Date. 






	 	(b) 	(Maximum
liability) The maximum aggregate amount that the Purchaser may           recover from
both Vendors and the Guarantor collectively (whether by way of           damages or
otherwise) under the Warranties is the Purchase Price. 






	 	(c) 	(Thresholds)
Each Vendor and the Guarantor is not liable to make any           payment (whether by way
of damages or otherwise) for any breach of any Warranty: 






	 	(i) 	if
the amount finally adjudicated or agreed against any one or more of the           Vendors
and the Guarantor in respect of the breach, or a series of breaches           relating to
the same or substantially similar facts, matters or circumstances is           less than
$25,000; and  






	 	(ii) 	until
the total of all amounts finally adjudicated or agreed against the Vendors           and
the Guarantor collectively in respect of breaches of Warranty that would,           but
for this clause 4.4(c)(ii), be payable under clause 4.4(c)(i),
          exceeds $100,000 (after which all claims are recoverable without any
threshold).  






	 	(d) 	(Actions
of the Purchaser) Each Vendor’s and the Guarantor’s           Liability in
respect of any breach of any Warranty will be reduced or           extinguished (as the
case may be) to the extent that the breach has arisen as a           result of any
wrongful act or omission after Completion by or on behalf of the           Purchaser. 






	 	(e) 	(Actions
of the Vendor) Each Vendor’s and the Guarantor’s           liability in
respect of any breach of any Warranty will be reduced or           extinguished (as the
case may be) to the extent that the breach has arisen as a           result of any act or
omission by or on behalf of the Vendor or the Guarantor           where the Purchaser has
requested that act or omission and the Vendors or the           Guarantor were not
obliged to do or omit to do it. 





	

		Page 9 









	Business Acquisition Agreement	
	







	 	(f) 	(Credit)
If after a Vendor or the Guarantor has made any payment to the           Purchaser for
any breach of any Warranty, the Purchaser receives any benefit or           credit by
reason of matters to which the breach relates (other than under an           insurance
policy or an indemnity from a third party) then the Purchaser must           immediately
repay to the Vendor or the Guarantor a sum corresponding to the           amount of the
payment or (if less) the amount of the benefit or credit less the           amount of any
tax payable by the Purchaser on or in respect of such payment,           benefit or
credit. 






	 	(g) 	(Change
in law or interpretation) The Vendors and the Gurantor will not           be liable
to make any payment (whether by way of damages or otherwise) to the           Purchaser
for any breach of any Warranty where the breach is as a result of any
          legislation not in force at the date of this Agreement including legislation
          which takes effect retrospectively (other than legislation which has already
          been foreshadowed). 






	 	(h) 	(Recovery
under any other right) The Vendors and the Guarantor will not           be liable to
make any payment (whether by way of damages or otherwise) to the           Purchaser for
any breach of any Warranty to the extent that the Purchaser           recovers from a
person other than a Vendor or the Guarantor or any subsidiary of           the Purchaser
in respect of any loss or damage suffered by the Purchaser arising           out of the
breach whether by way of contract, indemnity or otherwise other than           under a
policy of insurance arranged by the Purchaser. 






	 	(i) 	(No
consequential loss) The Vendors and the Guarantor will not be liable           to
make any payment (whether by way of damages or otherwise) to the Purchaser           for
any indirect, consequential or economic loss or loss of profits arising from
          third party claims against the Purchaser (unless such loss is suffered by the
          Purchaser as a direct result of third party claims arising from or caused by a
          breach of any Warranty by a Vendor or the Guarantor). 






	4.5  	Purchaser’s
acknowledgments 






	 	
The
Purchaser acknowledges and agrees that:  






	 	(a) 	except
as expressly set out in this Agreement, neither the Vendors, their
               respective Representatives nor any other person acting on behalf of or
               associated with the Vendors has made any representation, given any advice
or                given any warranty or undertaking, promise or forecast of any kind in
relation                to the Assets, the Business or this Agreement; 






	 	(b) 	without
limiting clause 4.5(a), no representation, no advice, no warranty,                no
undertaking, no promise and no forecast is given in relation to: 






	 	(i) 	any
economic, fiscal or other interpretations or evaluations by the Vendors or
               any person acting on behalf of or associated with the Vendors or any other
               person except for information contained in accounts (including management
               accounts) included in the Data Room Documentation;  






	 	(ii) 	future
matters, including future or forecast costs, prices, revenues or profits;  






	 	(iii) 	the
principles to be applied by the ACCC or its successor(s) or other
               Governmental Agencies with respect to the regulation of the recruitment
industry                or any part of it and, in particular, matters affecting revenue,
prices and                charges and service levels;  





	

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	Business Acquisition Agreement	
	







	 	(iv) 	the
regulation of the recruitment industry (including any act or omission by any
               Governmental Agency) and other national industries (and the relationship
of such                other industry regulation to the regulation of the recruitment
industry); or  






	 	(v) 	the
results of any reviews by Governmental Agencies or any policies or
               procedures which they adopt.  






	 	(c) 	without
limiting clause 4.5(a) or clause 4.5(b), and except for the
               statements made in Schedule 5, no statement or representation: 






	 	(i) 	has
induced or influenced the Purchaser to enter into this Agreement or agree to
               any or all of its terms;  






	 	(ii) 	has
been relied on in any way as being accurate by the Purchaser;  






	 	(iii) 	has
been warranted to the Purchaser as being true; or  






	 	(iv) 	has
been taken into account by the Purchaser as being important to the
               Purchaser’s decision to enter into this Agreement or agree to any or
all of                its terms.  






	4.6  	Dealing
with Warranty breach after Completion 






	 	
If
the Purchaser becomes aware after Completion of any fact, circumstance or matter which
constitutes or could (whether alone or with any other possible fact, circumstance or
matter) constitute a breach of any Warranty, including (without limitation) a Claim
against the Purchaser which if satisfied would result in a breach of any Warranty, the
Purchaser must do each of the following: 






	 	(a) 	promptly
give the Vendors reasonable details including details of the fact,
               circumstance or matter giving rise to the breach, the nature of the breach
and                the Purchaser’s estimate of the loss suffered based on the
Purchaser’s                knowledge at the time of notification and any further
related material                information of which the Purchaser becomes aware; 






	 	(b) 	until
it notifies the Vendors in accordance with clause 4.6(a), take
               reasonable steps to mitigate any loss which may give rise to a claim
against a                Vendor or the Guarantor for breach of any Warranty (at the cost
of the Vendors                and the Guarantor if the relevant loss is payable by them); 






	 	(c) 	not
make any admission of liability, agreement or compromise with any person in
               relation to the fact, circumstance or matter without first consulting with
and                obtaining the written approval of the Vendors ( such approval not to
be                unreasonably withheld or delayed); 






	 	(d) 	give
the Vendors and their respective professional advisers reasonable access
               to: 






	 	(i) 	the
personnel and premises of the Purchaser; and  






	 	(ii) 	relevant
chattels, accounts, documents and records within the possession,                custody
or power of the Purchaser,  






	 	
to
enable the Vendors and their professional advisers to examine the personnel, premises,
chattels, accounts, documents and records and to take copies or photographs of them at
the Vendors’ expense; and 






	 	(e) 	at
the Vendors’ and the Guarantors’ expense, take all action in good
          faith and with due diligence that the Vendors acting reasonably and in
          consultation with the Purchaser direct to avoid, remedy or mitigate the breach,
          including legal proceedings and disputing, defending, appealing or compromising
          the Claim and any adjudication of it. 






	

		Page 11 









	Business Acquisition Agreement	
	








	 	
The
Vendors and the Guarantor will indemnify the Purchaser against any costs incurred by the
Purchaser in respect of action taken by the Purchaser at its direction under
clause 4.6(e) including all costs and expenses which the Purchaser is required or
ordered to pay to any third party. 






	4.7  	Proceedings
in respect of a claim 






	 	
Unless
the Vendors otherwise agree, any Claim by the Purchaser against a Vendor or the Guarantor
for any breach of any Warranty will be taken to be waived or withdrawn and will be barred
and unenforceable (if such Claim has not been previously satisfied, settled or withdrawn)
unless legal proceedings in respect of the Claim have been issued and served on the Vendor
or the Guarantor within 6 months after the service of the notice of such Claim on the
Vendor or the Guarantor. 






	4.8  	Reduction
of Purchase Price 






	 	
Any
monetary compensation received by the Purchaser as a result of any breach by a Vendor or
the Guarantor of any Warranty will be in reduction and refund of the Purchase Price. 






	4.9  	Notification
of Warranty breach before Completion 






	 	
If
on or before Completion the Purchaser becomes aware of any breach or potential breach of
any Warranty, the Purchaser must: 






	 	(a) 	notify
the Vendors of this; and 






	 	(b) 	allow
the Vendors a reasonable opportunity to remedy the breach or potential           breach. 






	 	
If
the Vendors are unable to remedy the breach or potential breach or if the Purchaser does
not, in its reasonable opinion, accept the result as a remedy and the breach would expose
both Vendors and the Guarantor collectively to a liability exceeding $500,000, the Vendors
or the Purchaser may terminate this Agreement by giving notice to the other parties. 






	4.10  	Remedies
for breach of Warranty 






	 	
Subject
to clause 4.9, the Purchaser acknowledges that its sole remedy for a breach of a Warranty
is damages. 






	4.11  	No
Liability where breach 






	 	
Without
limiting the operation of any other provision of this Agreement, a Vendor’s or the
Guarantor’s Liability in respect of any breach of any Warranty will be reduced or
extinguished to the extent the Vendor’s or the Guarantor’s position is
prejudiced by any breach by the Purchaser of any of the Purchaser’s obligations under
this Agreement. 






	5.  	Conduct
of Business before Completion 
	






	5.1  	Restrictions
on the Vendor 






	 	
Prior
to the Completion Date, except as expressly permitted by this Agreement or consented to by
the Purchaser: 






	 	(a) 	the
Vendors must not: 







	

		Page 12 









	Business Acquisition Agreement	
	












	 	(i) 	(conduct
of Business) manage and conduct the Business other than in its
               ordinary and usual course;  






	 	(ii) 	(no
material commitments) enter into any commitment which will involve
               expenditure relating to the Business in excess of $100,000 or any series
of                commitments which would involve expenditure relating to the Business in
excess                of $250,000 in total;  






	 	(iii) 	(no
disposals) except for disposals in the ordinary and usual course of
               business, dispose of, agree to dispose of, encumber or grant an option
over, or                declare itself trustee of any of the Assets;  






	 	(iv) 	(not
engage or terminate management employees or change their terms) not
               engage any new management employee or terminate the employment of any
management                employee or materially alter the terms of employment of any
management employee                of a Vendor in connection with the Business; or  






	 	(v) 	(amend
any Contract) agree to any material amendment or variation of any                of
the terms of any Contract;  






	 	(b) 	the
Vendors must: 






	 	(i) 	(conduct
of the Business) continue to conduct the Business in accordance                with
normal and prudent practice as in the past;  






	 	(ii) 	(comply
with laws) comply with all Laws affecting the Business;  






	 	(iii) 	(pay
when due) pay when due (without any renegotiation or extension) all
               creditors of the Business (including amounts payable to Government
Agencies) and                all Employees and Contract Employees (and any new employees
and contractors                engaged in the course of conducting the Business after the
date of this                Agreement); and  






	 	(iv) 	(retain
Employees and Clients) use their respective best efforts to keep                the
services of all Employees and Contract Employees and the goodwill of Clients
               and suppliers,  






	 	
The
Purchaser must not unreasonably withhold or delay any consent required under this clause.  






	5.2  	Access 






	 	
Prior
to Completion, the Vendors must permit the Purchaser and its officers, employees and
agents during normal business hours to: 






	 	(a) 	enter
the Leasehold Property and any other premises from which the Business is
          conducted for the purpose of viewing the state or condition of the Leasehold
          Property, the Assets situated on the Leasehold Property and the manner in which
          the Business is conducted, accompanied by a representative of the Vendors; and 






	 	(b) 	have
reasonable access to all Business Records as the Purchaser may reasonably
          request. 






	5.3  	Conditions
of Access 






	 	
The
Purchaser may only exercise its right of access under clause 5.2 if:  






	

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	Business Acquisition Agreement	
	









	 	(a) 	the
Purchaser has provided the Vendors with reasonable prior notice of the           access
that the Purchaser requires (including the identity of the persons who           are to
exercise that right of access on behalf of the Purchaser); 






	 	(b) 	the
access will not, in the reasonable opinion of the Vendors, interfere with           the
conduct of the Business; 






	 	(c) 	the
access will not, in the reasonable opinion of the Vendors, breach any
          obligations (including obligations of confidentiality) that the Vendor owes to
          any third party or under any law or regulations; 






	 	(d) 	the
access will not, in the reasonable opinion of the Vendors, damage or           compromise
the protection of legal professional privilege attaching to any of           the Business
Records; and 






	 	(e) 	the
Purchaser agrees to comply with the Vendor’s reasonable requirements           and
directions in relation to that access. 






	 	
Any
exercise of the right of access under clause 5.2 by the Purchaser or any of its
officers, employees or agents is at the risk of the Purchaser. 






	6.  	Completion 
	






	6.1  	Completion
place 






	 	
Completion
will take place on the Completion Date at the offices of the Vendors at Level 19,
45 Clarence Street, Sydney or such other place agreed by the parties. 






	6.2  	Payment
of Estimated Purchase Price 






	 	
At
Completion, the Purchaser must pay to the Vendors the Estimated Purchase Price.  






	6.3  	Obligations
of the Vendors on Completion 






	 	
At
Completion, the Vendors must place the Purchaser in possession and effective control of
the Business and the Assets and (without limiting the generality of that): 






	 	(a) 	deliver,
or make available, to the Purchaser: 






	 	(i) 	all
of the Assets at the Leasehold Property or at such other location as the
               Vendors and the Purchaser may agree;  






	 	(ii) 	releases
of any Security Interests affecting the Assets from all persons holding
               them; and  






	 	(iii) 	a
complete copy of all of the data and information recorded in or on the
               Candidate Database as at Completion (which must include all data and
information                which was on the Candidate Database when reviewed by the
Purchaser) and a                complete copy of all of the data and information recorded
in or on the Excluded                Intellectual Property to the extent that it is part
of the Business Records in                each case in such form or medium as the
Purchaser may reasonably request;  






	 	(b) 	assist
the Purchaser with the necessary forms and consents to enable the
               telecommunication services provided to the Business (including telephone,
               mobile, SMS and facsimile services) to be transferred to the Purchaser
with                effect from the Completion Date without interruption of those
services (and for                clarification the Vendors shall use all reasonable
efforts to assist the                Purchaser to obtain a transfer of the actual numbers
used in the Business); 





	

		Page 14 









	Business Acquisition Agreement	
	









	 	(c) 	deliver
to the Purchaser such executed instruments of transfer or assignment
               (prepared by the Purchaser) as the Purchaser may reasonably request to
vest the                Assets in the Purchaser; and 






	 	(d) 	if
requested by the Purchaser, on and from Completion provide the transition
               services in respect of the Business set out in the Transition Plan, in
relation                to which: 






	 	(i) 	these
transition services will include the Vendors dealing with payroll,
               invoicing and other support services, providing access to the Candidate
Database                and providing the use of the Leasehold Property and any
associated utilities                (including communication services to the extent not
transferred to the                Purchaser) in connection with the Business to such
extent (not being different                to the way in which these services were
provided by the Vendors in connection                with the Business before the date of
this Agreement) as the Purchaser may                request (and in the case of payroll
and invoicing either by actually performing                payroll and invoicing with
funds and stationery provided by the Purchaser or                providing the necessary
data to the Purchaser so it can generate payroll and                invoicing through its
own systems);  






	 	(ii) 	until
24 December 2007 each party is to pay its own costs in connection with the
               provision of these transition services (and for clarification the
Purchaser is                not obliged to pay anything for use of the Vendors’ or
the Guarantor’s                systems) but the Purchaser will pay monthly in
advance the actual rent and                outgoings payable by the Vendors to the
landlords of the Leasehold Property as                set out in Schedule 4; and  






	 	(iii) 	the
Vendors will at the Purchaser’s request continue to provide these
               transition services for a period of up to 3 months after 24 December 2007
but                after 24 December 2007 the Purchaser must pay the fees specified in
Schedule 10                to the Vendors in connection with the provision of these
transition services.  






	6.4  	Completion
of sale and purchase 






	 	
Completion
of the sale and purchase of each Asset is dependent on the simultaneous completion of the
sale and purchase of each other Asset. 






	6.5  	Purchaser
must co-operate 






	 	
The
Purchaser must co-operate fully with the Vendors in endeavouring to obtain all consents
and other approvals which may be required or contemplated in connection with the
transactions provided for in this Agreement. 






	6.6  	Purchaser
must change the name of the Business 






	 	(a) 	As
soon as practicable after Completion but subject to this clause 6.6, the
               Purchaser must change the name of the Business to a name that does not
include                the word “Hudson” or any similar word and give the
Vendors written                notice of the new name and logo for the Business. 





	

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	Business Acquisition Agreement	
	









	 	(b) 	As
soon as practicable after Completion but by no later than 31 December 2007,
               the Purchaser and its subsidiaries must cease using the name Hudson (or
any logo                owned by the Vendors or the Guarantor in connection with the
Business) as part                of the trading or brand name of the Business or as a
logo in connection with the                Business in any: 






	 	(i) 	letter,
envelope, facsimile, email or other form of correspondence; or  






	 	(ii) 	advertising,
sales or marketing material.  






	 	(c) 	As
soon as practicable after Completion, the Purchaser must change the name and
               identification of the Business on any vehicles used by the Business and
wherever                the Business operates (other than the Leasehold Property) or is
listed or named                or identified so that the name and identification of the
Business no longer                includes the word “Hudson” or any similar
word and does not resemble                any business or trade name or logo used by the
Business before Completion save                that: 






	 	(i) 	the
Vendors are responsible for changing any name and identification (including
               signage) at the Leasehold Property after the Purchaser has vacated; and  






	 	(ii) 	the
Purchaser is not responsible for changing any listing, name or
               identification which was arranged by the Vendors and is either for a fixed
               period or otherwise cannot reasonably be changed by the Purchaser (such as
               telephone directories).  






	6.7  	Access
by Vendors post Completion 






	 	
For
a period from Completion to 31 December 2009, the Purchaser must permit any of the
Guarantor and either or both of the Vendors and each of their respective officers,
employees and agents during normal business hours to have reasonable access to all
Business Records as the Guarantor may reasonably request for the purpose of the Vendors
and the Guarantor preparing tax returns for the Vendors for the period ended 31 December
2007 and for the purposes of fulfilling any other requirement of any Law in respect of the
period of the ownership of the Business by the Vendors. 






	6.8  	Conditions
of Access 






	 	
Any
of the Guarantor or the Vendors (the Access Seeker) may only exercise
its right of access under clause 6.7 if: 






	 	(a) 	the
Access Seeker has provided the Purchaser with reasonable prior notice of the
          access that the Access Seeker requires (including the identity of the persons
          who are to exercise that right of access on behalf of the Access Seeker); 






	 	(b) 	the
access will not, in the reasonable opinion of the Purchaser, interfere with           the
conduct of the Business; 






	 	(c) 	the
access will not, in the reasonable opinion of the Purchaser, breach any
          obligations (including obligations of confidentiality) that the Purchaser owes
          to any third party or under any law or regulations; 






	 	(d) 	the
access will not, in the reasonable opinion of the Purchaser, damage or
          compromise the protection of legal professional privilege attaching to any of
          the Business Records; and 





	

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	Business Acquisition Agreement	
	









	 	(e) 	the
Access Seeker agrees to comply with the Purchaser’s reasonable
          requirements and directions in relation to that access. 






	 	
Any
exercise of the right of access under clause  6.7 by the Access Seeker or any of
its officers, employees or agents is at the risk of the Access Seeker. 






	7.  	Adjustments
to Estimated Purchase Price 
	






	7.1  	Finalisation
of Estimated Completion Statement 






	 	(a) 	Within
30 Business Days following Completion, either the Vendors or the           Purchaser may
notify the other party of whether any adjustments           (Adjustments)
are required to the Estimated Completion           Statement in accordance with the
following principles: 






	 	(i) 	Any
Adjustments under this clause must be consistent with the generally accepted
          accounting principles and the Accounting Standards;  






	 	(ii) 	the
only Adjustments under this clause are to be based on the actual amount of           the
employee entitlements which the Purchaser is entitled to set off against the
          Estimated Purchase Price under clause 11.5 (to the extent that such amount is
          different to the amount set off on Completion) or in the amount of any
          adjustment of adjustable outgoings under clause 10 or under clause 4.8 or
clause           11.8.  






	 	(b) 	If
Adjustments to the Estimated Completion Statement are requested under           clause 7.1(a)
above, the party making the request (the Notifying           Party)
must provide reasonable details of the requested           Adjustments, including the
amount and reasons for the Adjustments, to the other           party (the Notified
Party). 






	7.2  	Parties
to respond 






	 	(a) 	If
Adjustments are notified to a party under clause 7.1 and the Adjustments are
          not disputed by the Notified Party by notice to the Notifying Party under
clause           7.3(a) the Adjustments will be deemed for all purposes to be agreed and
the           Estimated Completion Statement will be taken to be adjusted accordingly. 






	 	(b) 	If
the Adjustments are disputed by the Notified Party by notice under clause
          7.3(a) the dispute and the Adjustments will be determined in accordance with
          clause 7.3. 






	7.3  	Determination
of Adjustments 






	 	(a) 	If
the Notified Party disputes any Adjustment it must give written notice of           such
dispute to the Notifying Party within 10 Business Days of the date that           notice
of the Adjustments is given to the Notified Party by the Notifying Party           under
clause 7.1(a) setting out: 






	 	(i) 	details
of each of the matters in dispute;  






	 	(ii) 	a
separate dollar value for each of those matters; and  






	 	(iii) 	full
details of the reasons why each of those matters is disputed.  






	 	(b) 	Within
10 Business Days of the Notified Party delivering a notice of dispute to           the
Notifying Party, the Notifying Party may deliver to the Notified Party a
          response in writing on the disputed matters. If the Notifying Party does not
          deliver a response within that time, the Notifying Party will be taken to agree
          to the amendments to the Estimated Completion Statement required by the
Notified           Party as set out in the notice of dispute under clause 7.3(a) and the
Estimated           Completion Statement as amended in accordance with the notice of
dispute will be           deemed for all purposes to be agreed and will be taken to be
adjusted           accordingly. 





	

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	Business Acquisition Agreement	
	









	 	(c) 	If
the Notifying Party provides a response under clause 7.3(b) above and           the
dispute is not resolved within 5 Business Days of the delivery of the           Notifying
Party’s response to the Notified Party under clause 7.3(b),           each of
the Purchaser and the Vendors must promptly refer the dispute to one of           their
respective senior executives who will attempt to resolve the dispute. 






	 	(d) 	If
the senior executives have not resolved the dispute within 5 Business Days of
          it being referred to them under clause 7.3(c), the dispute may be
submitted           by either the Purchaser or the Vendors to an independent expert (who
will be a           person nominated by the President of the Institute of Chartered
Accountants           Australia or his nominee) for determination who will determine the
matter or           matters in dispute and who must provide his or her calculations and
workings to           the Purchaser and the Vendors. 






	 	(e) 	The
independent expert will provide his or her determination within 10 Business
          Days of his or her appointment and will act as an expert and not arbitrator and
          the independent expert’s decision will be final and binding on the parties
          in the absence of manifest error and the Estimated Completion Statement will be
          deemed for all purposes to be amended accordingly. 






	 	(f) 	If
clause 7.3(d) is invoked, the cost of the independent expert will be
          shared equally by the Vendors and the Purchaser. 






	7.4  	Dispute
Limit 






	 	
Despite
any other provision of this Agreement, neither the Purchaser nor the Vendors is entitled
to dispute the Estimated Completion Statement unless the aggregate amount disputed is
greater than $5,000. 






	7.5  	Payment 






	 	(a) 	If
the Estimated Completion Statement is subject to adjustment under this           clause 7,
the aggregate amount of the Adjustments (as determined in           accordance with
clause 7.3. where applicable) will be payable: 






	 	(i) 	by
the Purchaser to the Vendors if the aggregate amount requires an upward
               adjustment to the Estimated Purchase Price; and  






	 	(ii) 	by
the Vendors to the Purchaser if the aggregate amount requires a downward
               adjustment to the Estimated Purchase Price.  






	 	(b) 	The
payment required by this clause must be made within 5 Business Days of the
          Adjustments being agreed or determined in accordance with clause 7.3. 





	

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	8.  	Receivables 
	






	8.1  	Purchaser
must remit 






	 	
The
Purchaser must remit to the Vendors any amounts received by the Purchaser in payment of
any Receivables within 10 Business Days of receiving such amounts. 






	8.2  	Vendors
must forward letters to debtors 






	 	
The
Vendors must forward to each customer of the Business who at Completion is indebted to the
Vendors a letter in a form approved by the Purchaser advising those customers of the sale
contemplated by this Agreement. 






	9.  	Liabilities
of the Business 
	






	9.1  	Assumption
of Liabilities 






	 	(a) 	On
and from the Completion Date the Purchaser accepts and assumes responsibility
               for the Assumed Liabilities to the extent that the amount of such Assumed
               Liabilities are allowed for in the Estimated Completion Statement (as
adjusted                under clause 7 if applicable) and deducted from the Estimated
Purchase Price. 






	 	(b) 	If
a Claim is made by a third party against any Vendor in relation to an Assumed
               Liability assumed by the Purchaser under clause 9.1(a), the Vendor
must do                each of the following: 






	 	(i) 	promptly
give the Purchaser full details of the Claim including details of the
               fact, circumstance or matter giving rise to the Claim, the nature of the
Claim,                the Vendor’s calculation of the Assumed Liability arising from
the Claim                and any further related information of which the Vendor becomes
aware;  






	 	(ii) 	not
make any admission of liability, agreement or compromise with any person in
               relation to the Claim without first consulting with and obtaining the
approval                of the Purchaser; and  






	 	(iii) 	at
the Purchaser’s expense, take all action in good faith and with due
               diligence that the Purchaser acting reasonably and in consultation with
the                Vendor directs to avoid, remedy or mitigate the loss, including legal
               proceedings and disputing, defending, appealing or compromising the Claim
and                any adjudication of it.  






	 	
The
Purchaser will indemnify the Vendors against any costs incurred by the Vendors in respect
of action taken by the Vendors at its direction under clause 9.1(b)(iii). 






	9.2  	Indemnity
in respect of Liabilities 






	 	(a) 	The
Purchaser indemnifies the Vendors and agrees to hold the Vendors harmless
               from and against all Liabilities incurred directly or indirectly from or
in                connection with a breach by the Purchaser of clause 9.1. 






	 	(b) 	Except
as otherwise expressly provided in this Agreement: 






	 	(i) 	the
Vendors will remain responsible for all Liabilities of the Vendors in
               connection with the Business arising before Completion and the Vendors
must                indemnify the Purchaser against all such Liabilities; and  








	

		Page 19 









	Business Acquisition Agreement	
	










	 	(ii) 	the
Purchaser will be responsible for all Liabilities incurred by it in
               connection with the Business arising after Completion and the Purchaser
must                indemnify the Vendors against all such Liabilities.  






	 	(iii) 	For
clarification the Purchaser is not assuming (and is not responsible for) any
               Liabilities of the Vendors (or the Guarantor) whatsoever except for the
Assumed                Liabilities as provided in clause 9.1.  






	10. 	Adjustment
of Outgoings
	






	10.1  	Adjustment
as between Purchaser and Vendor 






	 	
Except
as otherwise expressly provided in this Agreement, all outgoings of a periodical or
recurring nature in respect of the Business or any of the Assets must be borne by the
Vendors for the period to (and including) the Completion Date and after that by the
Purchaser. Outgoings of a periodical or recurring nature include: 






	 	(a) 	periodical
payments under the Contracts; and 






	 	(b) 	gas,
electricity, water and telephone charges relating to the Business. 






	10.2  	Adjustments
must be made as soon as practicable 






	 	
Appropriate
adjustments as at the Completion Date must be made on Completion or as soon as practicable
after that date between the Vendors and the Purchaser to give effect to the provisions of
clause 10.1 provided that no such adjustments are to be made unless the total net
amount of the adjustments payable by the Vendors to the Purchaser or by the Purchaser to
the Vendors is at least $5,000 (excluding GST). 






	10.3  	Payments
by parties on Completion 






	 	
On
the Completion Date the Vendors must allow to the Purchaser an amount equal to all
prepayments received for goods or services not yet supplied under all Contracts. 






	11.  	Employees 
	






	11.1  	Purchaser
must offer employment 






	 	
At
least 14 days before the Completion Date, the Purchaser must make or procure an offer of
employment to each Employee of the Vendors as at the date of this Agreement on terms
consistent with this clause 11 and in a form agreed with the Vendors, acting reasonably.
The Vendors must promptly notify the Purchaser of any new Contract Employees engaged after
the date of this Agreement and the Purchaser may also make an offer of employment to those
new Contract Employees on the terms of this clause 11. 






	11.2  	Terms
and conditions of offer 






	 	
The
offers must be for employment conditional on Completion and with effect from the
Completion Date on terms and conditions which overall are no less favourable to the
Employee than those under which each is employed by the relevant Vendor on the Completion
Date, including that unless the Employee is a Contract Employee, service with the
Purchaser will be treated as continuous with any period of service (including any period
of service deemed by law or contract) which the Employee has had with the Vendor
immediately before the Completion Date. 







	

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	Business Acquisition Agreement	
	








	11.3  	Release
of Employee 






	 	
If
an Employee accepts an offer of employment (an Acquired Employee)
then the relevant Vendor must release that Employee from his or her employment effective
from the date on which the Employee will commence work pursuant to that new offer of
employment. 






	11.4  	Parties
must use best endeavours 






	 	
Each
party must use its best endeavours to ensure that all of the Employees accept the offers
made.  






	11.5  	Payment
for employee entitlements 






	 	
On
Completion, the Purchaser is entitled to set off against the Purchase Price an allowance
equal to 70% of the amount (determined in accordance with the Accounting Standards) which,
on the Completion Date, will be applicable in respect of each Acquired Employee (other
than an Acquired Employee who is a Contract Employee) for accrued annual leave (including
applicable loadings), long service leave and sick and other personal leave entitlements
plus all on-costs (namely payroll tax, workers compensation or WorkCover premiums and
superannuation) to the extent applicable. 






	11.6  	Schedule
of entitlements 






	 	
On
Completion, the Vendors must deliver to the Purchaser a schedule setting out against each
Acquired Employee the respective amounts for accrued annual leave, long service leave and
sick and other personal leave pay plus on-costs, determined as provided in
clause 11.5. 






	11.7  	Continuity
of service 






	 	
The
Purchaser agrees that, subject to any relevant statute, certified agreement or award, for
the purposes of calculating: 






	 	(a) 	long
service leave; 






	 	(b) 	sick
leave; 






	 	(c) 	parental
leave; and 






	 	(d) 	redundancy
or other benefits arising as a result of termination of employment, 






	 	
arising
under any statute or award or contract of employment between the Purchaser and an Acquired
Employee (other than an Acquired Employee who is a Contract Employee), the period of
service (including any period of service deemed by law or contract) which that Acquired
Employee has had with the relevant Vendor immediately before the commencement of
employment with the Purchaser is to be deemed service with the Purchaser and the
continuity of the period of service of the Acquired Employee will not be broken merely
because that Acquired Employee ceases to be an employee of the Vendor and becomes an
employee of the Purchaser. This clause will not apply to any entitlement of an Acquired
Employee which has been discharged by a payment from the relevant Vendor or to any
Contract Employee. 






	

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	Business Acquisition Agreement	
	








	11.8  	Vendors
responsible for salary and taxes 






	 	
The
Vendors must be responsible (and must indemnify the Purchaser against all Claims) for:  






	 	(a) 	the
salary and wages (including any allowances or benefits and all bonuses) of           all
the Acquired Employees for the period up to and including the Completion           Date,
from which date the Purchaser will be responsible for them; 






	 	(b) 	all
taxes (including fringe benefits tax and payroll tax) payable on the salary           and
wages (including any allowances or benefits and bonuses) of all the Acquired
          Employees in respect of the period up to and including the Completion Date
          (whether such taxes become due before, on or after the Completion Date); 






	 	(c) 	the
salary and wages (including any allowances or benefits and all bonuses) and           all
other Employee Entitlements of all Non-Acquired Employees ; 






	 	(d) 	the
employer’s contribution to workers compensation or WorkCover payments           and
make up pay and medical expenses in respect of any Acquired Employee in
          connection with a workers compensation or WorkCover claim which arises from any
          act or omission occurring on or before Completion; and 






	 	(e) 	(subject
to clause 11.9(c)), all Claims for redundancy by any Acquired Employee           as a
result of the termination of the employment by a Vendor of the Acquired
          Employee in connection with the sale of the Business. 






	 	
Any
necessary apportionment must be made and adjusted at Completion or on such later date as
the parties may agree. 






	11.9  	Indemnity
by Purchaser against claims 






	 	
Subject
to performance of the obligations of the Vendors under clause 11.8, the Purchaser
must indemnify the Vendors against all Claims: 






	 	(a) 	by
any Acquired Employee, for salary and wages (including any allowances or
          benefits and bonuses) which accrue in respect of any period after the
Completion           Date; 






	 	(b) 	by
any Acquired Employee, for annual leave (including applicable loadings), long
          service leave and sick and personal leave entitlements which are or may become
          payable to any Acquired Employee under any contract of employment, award or
          statutory entitlement: 






	 	(i) 	which
accrue in respect of any period after the Completion Date; or  






	 	(ii) 	(in
the case of amounts accrued in respect of a period prior to the Completion
          Date) to the extent that the amount of such Claim has been adjusted and allowed
          as a deduction against the Purchase Price under clause 11.5; and  






	 	(c) 	by
any Non -Acquired Employee for redundancy as a result of the offer by the
          Purchaser not being on terms and conditions which overall are no less
favourable           to the Employee than those under which each is employed by the
relevant Vendor           on the Completion Date. 






	11.10  	South
Australian exit fee 






	 	(a) 	Subject
to this clause 11.10, the Purchaser must pay to the Vendors within 7                days
of a notice under this clause from the Vendors any amount due and payable
               by the Vendors to the South Australian WorkCover Authority as a
consequence of                Completion and the Vendors ceasing to employ any Employees
in South Australia                (the Exit Fee) and the Vendors
must then promptly pay that                amount to South Australian WorkCover
Authority. 






	

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	Business Acquisition Agreement	
	








	 	(b) 	The
amount of any Exit Fee payable by the Vendors and funded by the Purchaser
               under this clause will be deemed to be an increase in the Purchase Price. 






	 	(c) 	If
the Purchaser fails to pay the Exit Fee as required by clause 11.10(a), the
               Vendors will immediately pay the Exit Fee to the South Australian
WorkCover                Authority and the Purchaser must indemnify the Vendors on demand
for the full                amount of that fee and any other Liability incurred by the
Vendors as a                consequence of the late payment. 






	 	(d) 	The
Purchaser will have the sole conduct of all dealings with South Australian
               WorkCover Authority in relation to the Exit Fee (including in relation to
               determining whether the Vendors are liable to pay any amount to South
Australian                WorkCover Authorities in consequence of Completion) and: 






	 	(i) 	without
limiting the generality of the foregoing the Vendors must take such                action
(including legal proceedings) as the Purchaser may reasonably require to
               avoid, dispute, defend, appeal or compromise any such Liability on the
part of                the Vendors and any adjudication of it;  






	 	(ii) 	the
Vendors must keep the Purchaser fully and promptly informed of all material
               developments and promptly provide the Purchaser with copies of all
material                correspondence and other documents arising in connection with
that matter which                become known to, or are received by, a Vendor;  






	 	(iii) 	the
Vendors must do all things and sign all documents as the Purchaser
               reasonably requires in order to enable the Purchaser to exercise its
rights                under this clause 11.10(d);  






	 	(iv) 	the
Purchaser must keep the Vendors fully and promptly informed of all material
               developments and promptly provide the Vendors with copies of all material
               correspondence and other relevant documents arising in relation to that
matter;  






	 	(v) 	the
Purchaser is solely responsible for all costs incurred by it in connection
               with that matter; and  






	 	(vi) 	the
Purchaser must pay all of the legal costs and expenses of the Vendors (on a
               full indemnity basis) associated with any legal proceedings instituted in
the                name of the Vendors under paragraph (i) above and indemnify the
Vendors against                any Liability for the costs of the South Australian
WorkCover Authority which                are awarded against the Vendors in connection
with that matter.  






	11.11  	Superannuation 






	 	
The
Purchaser must offer each Acquired Employee membership, with effect from the Completion
Date, of a superannuation fund which complies with the applicable Laws in relation to the
superannuation entitlements of employees. 






	11.12  	Vendors
to enforce employee obligations regarding confidentiality and restraint 






	 	(a) 	Each
of the Vendors must at the reasonable expense of the Purchaser take such           action
(including legal proceedings) as the Purchaser may reasonably require to
          enforce any rights a Vendor may have against any person who is as at Completion
          is (or has previously been) an employee or contractor of a Vendor in connection
          with the Business where such rights relate to a breach by that employee or
          contractor (or previous employee or contractor) of a duty or obligation
relating           to confidentiality or restraint (or a similar duty or obligation) the
breach of           which may have an adverse effect on the Business. 






	

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	Business Acquisition Agreement	
	








	 	(b) 	Clause
11.10(d) applies to any such action, with appropriate amendments to make           it
applicable to this clause. 






	12. 	Contracts
	






	12.1  	Performance
of Contracts 






	 	(a) 	The
Vendors are responsible for complying with all of their obligations under           each
Contract in respect of the period up to and including the Completion Date           and
the Vendors indemnify the Purchaser against all Liabilities arising out of           or
in relation to the non-payment, non-observance or non-performance of any
          obligations arising under or in respect of each Contract properly referable to
          that period; and 






	 	(b) 	The
Purchaser is responsible for complying with all of the obligations under           each
Contract in respect of the period after the Completion Date and the           Purchaser
indemnifies the Vendors against all Liabilities arising out of or in           relation
to the non-payment, non-observance or non-performance of any           obligations
arising under or in respect of each Contract properly referable to           that period. 






	12.2  	Transfer
of benefit of contracts 






	 	(a) 	In
the period from the date of this Agreement up to and including the Completion
               Date and for a reasonable period (being not less than 3 months) after the
               Completion Date each Vendor must use its best efforts to assist the
Purchaser to                obtain an assignment or novation of each Contract to the
Purchaser or a                renegotiation of such Contract direct between the Purchaser
and the relevant                counterparty in each case on terms consistent with the
apportionment of                liability set out in clause 12.1 and otherwise on such
terms as the Purchaser                may reasonably request; 






	 	(b) 	Pending
any such assignment, novation or renegotiation each Vendor: 






	 	(i) 	must
ensure that the Purchaser has the full benefit of each Contract;  






	 	(ii) 	must
account to the Purchaser for all monies received under or in respect of
               each Contract which is referable to any period after the Completion Date;  






	 	(iii) 	without
limiting the generality of the foregoing, must refer all queries,
               opportunities and orders under each Contract to the Purchaser; and  






	 	(iv) 	save
as set out above, must not do anything under any Contract except at the
               request of the Purchaser.  





	

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	Business Acquisition Agreement	
	








	13. 	Non-competition
	






	13.1  	Vendors
not to compete 






	 	
In
consideration of the terms of this Agreement and the payment by the Purchaser of the
additional sum of $1.00 to each of the Vendors and the Guarantor (receipt of which is
acknowledged upon execution of this Agreement) and for the sole purpose of protecting the
Purchaser in respect of the goodwill of the Business, each Vendor and the Guarantor
undertakes to the Purchaser that neither it nor any of its Related Bodies Corporate will
during the Restraint Period and in the Restraint Area, do any one or more of the
following: 






	 	(a) 	be
engaged, concerned or interested in or carry on (whether on its own account           or
as a member, shareholder, consultant, agent, beneficiary, trustee or           otherwise
in any enterprise, corporation, firm, trust, joint venture or           syndicate which
is engaged, concerned or interested in or carries on) any           business the same as
or in direct competition with the Restricted Business as           conducted by the
Vendors at Completion; 






	 	(b) 	on
its own account or for any person, enterprise, firm, trust, joint venture or
          syndicate entice away from the Purchaser any employee of the Business; 






	 	(c) 	by
its employees or agents or by circulars, letters or advertisements whether on
          its own account or for any other person, enterprise, firm, trust, joint venture
          or syndicate interfere with the Business or divulge to any person any
          information concerning the Business or the Purchaser or any of their respective
          dealings, transactions or affairs; or 






	 	(d) 	use
the Business Names in connection with or for the purposes of any business or
          enterprise, 






	 	
except
that the foregoing will not restrict the Vendors , the Guarantor nor any of their Related
Bodies Corporate from either holding or acquiring (either directly or indirectly) in
aggregate not more than 10% of the issued ordinary shares in the capital of any body
corporate listed on ASX Ltd. 






	13.2  	Definitions 






	 	
In
this clause 13: 






	 	(a) 	Restraint
Area means each of the following areas           separately: 






	 	(i) 	Victoria;  






	 	(ii) 	New
South Wales;  






	 	(iii) 	Queensland;  






	 	(iv) 	South
Australia;  






	 	(v) 	Western
Australia;  






	 	(vi) 	Tasmania;  






	 	(vii) 	Northern
Territory;  






	 	(viii) 	Australian
Capital Territory; and  






	 	(ix) 	Commonwealth
of Australia.  






	 	 (b) 	Restraint
Period means each of the following periods           separately: 






	

		Page 25 









	Business Acquisition Agreement	
	








	 	(i) 	the
period of 3 years commencing on Completion; 






	 	(ii) 	the
period of 2 years commencing on Completion; and 






	 	(iii) 	the
period of one year commencing on Completion. 






	13.3  	Non-competition
restraints independent and reasonable 






	 	(a) 	The
Vendors and the Guarantor acknowledge that each of the prohibitions and
               restrictions contained in the provisions of clauses 13.1 and 13.2: 






	 	(i) 	must
be read and construed and will have effect as a separate, severable and
               independent prohibition or restriction (namely the prohibitions and
restrictions                set out in clauses 13.1 and 13.2 arising from the different
combinations of each                activity restrained or prohibited under clause 13.1
with each Restraint Period                and each Restraint Area set out in clause 13.2)
and will be enforceable                accordingly even though they are cumulative in
effect;  






	 	(ii) 	is
reasonable as to period, territorial limitation and subject matter; and  






	 	(iii) 	confers
a benefit on the Purchaser which is no more than that which is                reasonably
and necessarily required by the Purchaser for the maintenance and
               protection of the goodwill sold to the Purchaser under this Agreement;  






	 	(b) 	However,
for the avoidance of doubt, if any of the separate and independent
               covenants or restrictions set out in this clause 13 is or becomes invalid
or                unenforceable for any reason: 






	 	(i) 	if
the covenant or restriction in question would be valid or enforceable if any
               activity was deleted or the area or time was reduced, then the clause must
be                read down by deleting that activity or reducing that period or area, to
the                minimum extent necessary to achieve that result; and  






	 	(ii) 	subject
to clause 13.3(b)(i), the invalid or unenforceable provision will                be
treated as severed from this Agreement without affecting the operation or
               interpretation of any other provision of this Agreement.  






	13.4  	Specific
acknowledgement by the parties 






	 	
The
Vendors and the Guarantor also acknowledge and agree that any breach of any of the
prohibitions and restrictions on their part in this clause 13 may not adequately be
compensated by an award of damages and any breach by the Vendors or the Guarantor of any
of those prohibitions and restrictions will entitle the Purchaser, in addition to any
other remedies available at law or in equity, to seek an injunction to restrain the
committal of any breach (or continuing breach) of any of those prohibitions or
restrictions. 






	14.  	Purchaser
Warranties and Guarantor Warranties 
	






	14.1  	Purchaser
Warranties 






	 	
The
Purchaser represents and warrants to the Vendors that, as at the date of this Agreement
and at Completion, each of the Purchaser Warranties is correct. 






	

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	Business Acquisition Agreement	
	








	14.2  	Guarantor
Warranties 






	 	
The
Guarantor represents and warrants to the Purchaser that, as at the date of this Agreement
and at Completion, each of the Guarantor Warranties is correct. 






	14.3  	Continued
operation 






	 	
The
Purchaser Warranties and each of the Guarantor Warranties will remain in full force and
effect after the Completion Date despite Completion. 






	15.  	Books
and Records 
	






	 	
All
Business Records will become the property of the Purchaser at Completion except where they
are required by law to be kept by the Vendors. As from Completion, each party must allow
each other party to have access at all reasonable times to the Business Records and to
take extracts from or copies of them. 






	16.  	Confidentiality 
	






	16.1  	Confidentiality 






	 	
Subject
to clauses  16.4 and 16.5, each party must keep the terms of this Agreement
confidential.  






	16.2  	Purchaser’s
investigation 






	 	
Subject
to clauses  16.4 and 16.5, any confidential information obtained by the Purchaser in
connection with the Business must be kept confidential: 






	 	(a) 	until
the Completion Date; and 






	 	(b) 	after
the Completion Date, if Completion does not occur. 






	16.3  	Following
Completion 






	 	
Subject
to clause 16.4, the Vendors and the Guarantor must keep confidential all Confidential
Information known to them or coming into their possession as a result of their involvement
with the Business (whether before or after the date of this Agreement) or the exercise of
any of their rights under this Agreement and not disclose the same to any person except
for the purpose of implementing this transaction (and then subject to the same obligations
of confidentiality) and not use the same for its own benefit. 






	16.4  	Exceptions 






	 	
A
party may make any disclosures in relation to this Agreement as it thinks necessary to:  






	 	(a) 	its
professional advisers, insurers, bankers, financial advisers and financiers,           if
those persons undertake to keep information disclosed confidential; 






	 	(b) 	comply
with any applicable law or requirement of any Governmental Agency; or 






	 	(c) 	any
of its employees to whom it is necessary to disclose the information if that
          employee undertakes to keep the information confidential. 







	

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	Business Acquisition Agreement	
	









	16.5  	Public
announcements 






	 	
Except
as required by law or the rules of any stock exchange, all press releases and other public
announcements relating in any way to the execution of this Agreement must be in terms
agreed by the parties. Nothing in this Agreement in any way restricts the Purchaser from
complying with its continuous disclosure obligations under the ASX Limited Listing Rules
or the Corporations Act or from providing after Completion briefings to analysts and the
investment community in connection with the Business. 






	16.6  	Confidentiality
agreement unaffected 






	 	
Subject
to clauses 16.4 and 16.5, nothing in this clause will limit or otherwise affect the terms
of any separate agreements (including the Confidentiality Agreement) entered into by the
Purchaser to keep confidential the confidential information of the Vendor or the Business. 






	17.  	Remedies 
	






	17.1  	Right
to terminate 






	 	
If
Completion does not occur on the Completion Date due to a failure by the Purchaser to
fulfil its obligations under this Agreement, the Vendors may give written notice to the
Purchaser of their intention to terminate this Agreement. If Completion does not occur
within ten Business Days after the notice is given then, upon the giving of a further
written notice by the Vendors, this Agreement will terminate. 






	 	
If
Completion does not occur on the Completion Date due to a failure by the Vendors to fulfil
their obligations under this Agreement, the Purchaser may give written notice to the
Vendors of its intention to terminate this Agreement. If Completion does not occur within
ten Business Days after the notice is given then, upon the giving of a further
written notice by the Purchaser, this Agreement will terminate. 






	17.2  	Termination
remedies 






	 	
If
this Agreement terminates under clause 17.1, then in addition to any other rights
provided by law or this clause 17: 






	 	(a) 	each
party is released from its obligations under this Agreement except those
          imposing obligations of confidentiality; and 






	 	(b) 	each
party retains the rights it has against any other party in respect of any           past
breach. 






	17.3  	Other
remedies of the Vendors 






	 	(a) 	If
the Purchaser fails to comply with any term of this Agreement, without           limiting
the remedies available to the Vendors at law or in equity or under           clause 17.1,
the Vendors may sue the Purchaser for breach, and if this           Agreement is
terminated under clause 17.1 by the Vendors due to the failure           to comply,
the Vendors may also, without further notice to the Purchaser, resell           the
Assets or any of them by any means the Vendors determine and claim and           recover
from the Purchaser any amount by which the proceeds of such sale (less           all
incidental expenses) is less than the Estimated Purchase Price or Purchase
          Price (as the case may be) (including interest on the Estimated Purchase Price
          or the Purchase Price (as the case may be) calculated in accordance with
          clause 1.5). 





	

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	Business Acquisition Agreement	
	








	 	(b) 	Nothing
in this clause 17 limits the duty of the Vendors and the Guarantor to           mitigate
their loss. Subject to clauses 4.9 and 17.1, the sole remedy of           the
Purchaser for a failure by the Vendors to comply with this Agreement is
          damages. The Purchaser is not entitled to terminate this Agreement except in
          accordance with clauses   4.9 and 17.1. 






	17.4  	Failure
of other party 






	 	
A
party that is in breach of this Agreement will be taken not to be in breach of this
Agreement to the extent that the breach arises or subsists solely because of the failure
of the other party to perform one or more of its obligations under this Agreement. 






	18.  	Costs
and Stamp Duty 
	






	 	
Each
party must bear its own costs arising out of the negotiation, preparation and execution of
this Agreement. All stamp duty (including fines, penalties and interest) that may be
payable on or in connection with this Agreement, any transaction evidenced by this
Agreement and any instrument or transaction entered into under this Agreement must be
borne by the Purchaser. 






	19.  	GST 
	






	19.1  	Supply
of a going concern 






	 	(a) 	The
parties agree that the supply of the Assets pursuant to this Agreement is
               the supply of a going concern for the purposes of sub-division 38-J of the
GST                Act. 






	 	(b) 	The
Purchaser warrants that it is Registered. 






	 	(c) 	If,
despite clause 19.1(a) the supply of all or any part of the Assets is
               not the supply of a going concern for GST purposes and is a Taxable
Supply: 






	 	(i) 	the
party providing the Consideration for that Taxable Supply must also pay the
               GST Amount as additional Consideration;  






	 	(ii) 	in
addition to any amount payable under clause 19.1(c)(i) the Purchaser
               must pay to the Vendor all interest, fines, penalties, charges, and
additional                amounts payable as a result of the supply being incorrectly
treated in whole or                in part as the supply of a going concern or as a
result of the GST payable on                the supply being paid late or as a result of
the GST Amount being paid late;  






	 	(iii) 	the
Purchasermust pay to the Vendor the amounts payable by the Purchaser
               pursuant to this clause upon demand and provision of a Tax Invoice for the
               amount in question; and  






	 	(iv) 	it
will not be a defence to any claim against the Purchaser pursuant to this
               clause that the Vendor has failed to mitigate the Vendor’s damages by
               paying an amount of GST when it fell due under the GST Law.  








	

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	Business Acquisition Agreement	
	









	19.2  	GST
to be added to amounts payable 






	 	
If
GST is payable on a Taxable Supply made under, by reference to or in connection with this
Agreement, other than a Taxable Supply subject to clause 19.1, the party providing
the Consideration for that Taxable Supply must also pay the GST Amount as additional
Consideration. This clause does not apply to the extent that the Consideration for the
Taxable Supply is expressly agreed to be GST inclusive. No payment of the GST Amount is
required until the supplier has provided a Tax Invoice or Adjustment Note as the case may
be to the recipient. 






	19.3  	Liability
net of GST 






	 	
Any
reference in the calculation of Consideration or of any indemnity, reimbursement or
similar amount to a cost, expense or other liability incurred by a party, must exclude the
amount of any Input Tax Credit entitlement of that party in relation to the relevant cost,
expense or other liability. 






	19.4  	GST
obligations to survive termination 






	 	
This
clause 19 will continue to apply after expiration or termination of this Agreement.  






	20.  	No
Merger 
	






	 	
The
rights and obligations of the parties will not merge on the completion of any transaction
contemplated by this Agreement. They will survive the execution and delivery of any
assignment or other document entered into for the purpose of implementing a transaction. 






	21.  	Assignment 
	






	 	
This
Agreement is binding upon and enures for the benefit of each party’s successors and
permitted substitutes and permitted assigns but no party can assign, charge, encumber or
otherwise deal with any rights and obligations under this Agreement, or attempt or purport
to do so, without the prior written consent of the other party. 






	22.  	Further
Assurances 
	






	 	
Each
party must do anything (including executing agreements and documents) necessary to give
full effect to this Agreement and the transactions contemplated by it. 






	23.  	Entire
Agreement 
	






	 	
This
Agreement contains the entire agreement between the parties with respect to its subject
matter. It sets out the only conduct relied on by the parties and supersedes all earlier
conduct and prior agreements and understandings between the parties in connection with its
subject matter. 







	

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	Business Acquisition Agreement	
	










	24.  	No
Waiver 
	






	 	
No
failure to exercise nor any delay in exercising any right, power or remedy under this
Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of
any right, power or remedy does not preclude any other or further exercise of that or any
other right, power or remedy. A waiver is not valid or binding on the party granting that
waiver unless made in writing. 






	25.  	Notices 
	






	 	
Any
notice, demand, consent or other communication (a Notice) given or
made under this Agreement:  






	 	(a) 	must
be in writing and signed by the sender or a person duly authorised by the
          sender; 






	 	(b) 	must
be addressed and delivered to the intended recipient at the address or fax
          number below or the address or fax number last notified by the intended
          recipient to the sender after the date of this Agreement: 





		(i)	to each Vendor:	Level 19
				45 Clarence Street
				Sydney NSW 2000
 
				Attention: Matthew Warburton
				Fax No: +61 2 9233 8266;
	
 	(ii)	to the Purchaser:	850 Whitehorse Road
				Box Hill VIC 3128
 
				Attention: Ken Bieg
				Fax No: +61 3 9924 2468
	
 	(iii)	to the Guarantor:	Level 19
				45 Clarence Street
				Sydney NSW 2000
 
				Attention: Matthew Warburton
				Fax No: +61 2 9233 8266.






	 	(c) 	will
be taken to be duly given or made when delivered, received or left at the           above
fax number or address. If delivery or receipt occurs on a day that is not           a
business day in the place to which the Notice is sent or is later than 4pm
          (local time) at that place, it will be taken to have been duly given or made at
          the commencement of business on the next business day in that place. 







	

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	Business Acquisition Agreement	
	









	26.  	Governing
Law and Jurisdiction 
	





	 	
This
Agreement is governed by the laws of New South Wales. Each party submits to the
jurisdiction of courts exercising jurisdiction there, and waives any right to claim that
those courts are an inconvenient forum. 






	27.  	Guarantee 
	








	27.1  	Guarantee
and Indemnity 






	 	(a) 	In
consideration of the Purchaser entering into this Agreement at the request of
          the Guarantor, the Guarantor unconditionally and irrevocably guarantees to the
          Purchaser on demand the due and punctual performance by the Vendors of all
their           obligations under this Agreement. 






	 	(b) 	As
a separate covenant, the Guarantor must indemnify the Purchaser against all
          losses, damages, costs, charges and expenses whatsoever (including legal costs
          on a full indemnity basis) which the Purchaser may incur by reason of or
arising           in any way out of any default by a Vendor in the performance of any of
its           obligations under this Agreement or by reason of any of the obligations of
a           Vendor under this Agreement being for any reason unenforceable against that
          Vendor or due to the failure of this Agreement otherwise than due to the
default           of the Purchaser. 






	27.2  	Liability
unaffected by other events 






	 	
The
Liability of the Guarantor under this clause is not affected by any act, omission or thing
which, but for this provision, might in any way operate to release or otherwise exonerate
or discharge the Guarantor from any of its obligations including (without limitation) the
grant to any Vendor or any other person of any time, waiver or other indulgence, or the
discharge or release of a Vendor or any other person from any obligation. 






	27.3  	Continuing
guarantee and indemnity 






	 	
This
clause: 






	 	(a) 	extends
to cover this Agreement as amended, varied or replaced, whether with or           without
the consent of the Guarantor; and 






	 	(b) 	is
a continuing guarantee and indemnity and, despite Completion or termination           of
this Agreement, remains in full force and effect for so long as the Vendors
          have any liability or obligation to the Purchaser under this Agreement and
until           all of those liabilities or obligations have been fully discharged. 






	27.4  	Purchaser
not required to first take action against a Vendor 






	 	
The
Guarantor will be liable for any default by a Vendor without the Purchaser first being
required to take any steps or proceedings against that Vendor in respect of its default. 






	27.5  	Reimbursement
by Guarantor 






	 	
The
Guarantor shall also be liable to reimburse the Purchaser for any monies which the
Purchaser may have to pay to any liquidator, provisional liquidator, receiver or manager
(or any similar person) of a Vendor in response to any claim by such liquidator,
provisional liquidator, receiver or manager (or other person) for payment to him of any
monies received by the Purchaser from a Vendor pursuant to or in relation to this
Agreement. 






	

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	Business Acquisition Agreement	
	










	27.6  	Principal
obligation of surety 






	 	
The
liability of the Guarantor under this clause shall be a principal obligation not merely a
surety.  






	28.  	Counterparts 
	






	 	
This
Agreement may be executed in any number of counterparts. All counterparts together will be
taken to constitute one instrument. 






	29.  	Personal
Liability 
	






	 	
The
parties agree that (subject to clause 11.12):  






	 	(a) 	no
employee of any Vendor will bear any Liability to the Purchaser in respect of
          this Agreement or the transactions contemplated by this Agreement, other than
          for an act of fraud by that person; 






	 	(b) 	no
existing or former director or officer of any Vendor and no current adviser           of
any Vendor advising in its capacity as such in relation to the transactions
          contemplated by this Agreement, will be liable to the Purchaser in respect of
          any act, matter or thing which occurred before, at or after Completion, other
          than an act of fraud by that person; 






	 	(c) 	references
to the Vendors and Purchaser in clauses 29(a) and 29(b) included           their
respective Related Bodies Corporate (if any); and 






	 	(d) 	the
persons referred to in clauses 29(a) and 29(b) are entitled to the           benefit
of this clause 29 and the Vendors hold such benefit on trust for           those
persons and the Vendor is entitled to enforce this clause 29 on           behalf of
those persons. 












	

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	Business Acquisition Agreement	
	








Schedule 5 






Warranties 





	A.  	VENDOR
WARRANTIES 






Incorporation and
Existence 



	1. 	Each
Vendor is duly incorporated and validly exists under the law of its place           of
incorporation. 






	2. 	Each
Vendor has full corporate power and authority to own the Assets and carry           on
the Business as it is being conducted. 






	3. 	Each
Vendor is not insolvent and no receiver or manager has been appointed over           any
part of its assets and no such appointment has been threatened. 









	4. 	Each
Vendor is not in liquidation and no proceedings have been brought or           threatened
for the purpose of winding up either Vendor or placing either Vendor           under any
form of external administration. 






	5. 	To
the best of each Vendor’s knowledge and belief, there are no facts,
          matters or circumstances which give any person the right to apply to liquidate
          or wind up either Vendor or to place either Vendor under any form of external
          administration. 






	6. 	No
administrator has been appointed to any Vendor nor has any deed of company
          arrangement been executed or proposed in respect of either Vendor. 






Authority 



	7.  	The
execution and delivery of this Agreement has been properly authorised by all
          necessary corporate action of each Vendor. 






	8.  	Each
Vendor has full corporate power and lawful authority to execute and deliver
          this Agreement and to consummate and perform or cause to be performed its
          obligations under this Agreement and each transaction contemplated by this
          Agreement to be performed by that Vendor. 






	9.  	This
Agreement constitutes a legal, valid and binding obligation of each Vendor
          enforceable in accordance with its terms by appropriate legal remedy. 






	10.  	The
execution, delivery and performance by each Vendor of this Agreement and           each
transaction contemplated by this Agreement does not or will not (with or
          without the lapse of time, the giving of notice or both) contravene, conflict
          with or result in a breach of or default under: 






	 	(a) 	any
provision of the constitution of either Vendor; 






	 	(b) 	any
material term or provision of any security arrangement, undertaking,           agreement
or deed affecting either Vendor; or 






	 	(c) 	any
writ, order or injunction, judgment, or law to which it is a party or is
          subject or by which it is bound. 






	

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	Business Acquisition Agreement	
	








Title 



	11. 	Each
Vendor has not granted any option or right of pre-emption in respect of any           of
the Assets to any other person and each Vendor will at Completion be able to
          transfer title to all of the Assets to the Purchaser without first obtaining
the           consent of any other person. 






	12. 	The
Vendors are able to and shall on Completion transfer the Business and all of
          the Assets to the Purchaser as beneficial owner free from any Security
          Interests. 






Financial Position and
Conduct of Business 



	13. 	The
Estimated Completion Statement was prepared in accordance with the generally
          accepted accounting principles and the requirements of the Accounting Standards
          applied on a consistent basis and fully and accurately sets out the Assumed
          Liabilities as at the date of that statement . 






	14. 	The
Accounts have been prepared in accordance with the generally accepted
          accounting principles and the requirements of the Accounting Standards applied
          on a consistent basis and give a true and fair view of the affairs and
financial           position and assets and Liabilities of the Business (and the Vendors
in           connection with the Business) and of the income, expenses and results of
          operations of the Business for the periods and as the dates to which they
          respectively relate and, except as specifically set out in the Accounts, are
not           affected by any unusual , abnormal, extraordinary or non-recurring item. 









	15. 	The
Estimated Completion Statement fully and accurately sets out the Assumed
          Liabilities as at the date of the statement. 






	16. 	Since
the date of the latest of the Accounts, the Vendors have carried on the
          Business in the ordinary and usual course and: 






	 	(a)	unless
otherwise disclosed: 






	 	(i)	there
has been no material adverse change in the trading position or           profitability of
the Business;  






	 	(ii)	no
regular or important customer or supplier has ceased, or substantially           reduced
the volume of, its business with the Vendors in relation to the Business           and to
the best of each Vendor’s knowledge and belief, no such customer or
          supplier will cease, or substantially reduce the volume of, its business as a
          result of the execution of this Agreement or Completion;  






	 	(iii)	there
has not been any liability or obligation incurred otherwise than in the
          ordinary and usual course of business;  






	 	(iv)	there
has not been incurred or agreed to be incurred any operational expense           which is
of an unusual or non-recurring nature or abnormal amount having regard           to the
customary business practices applicable to the industries in which the           Business
is operated and which would have a material adverse effect on the           Business;  






	 	(v)	there
has not been a change in the operation of the Business other than in the           manner
consistent with the ordinary course of business prior to the preparation           of
such Accounts.  






	

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	Business Acquisition Agreement	
	







	 	(b)	the
Vendors have not suffered any event, circumstance, fact or occurrence or           taken
or failed to take any action where such occurrence, action or failure           would
reasonably be expected to have a material adverse effect on the Business. 






	 	(c)	there
has not been any agreement or commitment by either Vendor to do any of the
          above. 






	17. 	To
the best of each Vendor’s knowledge and belief, there is no reason why           the
Purchaser immediately after the Completion Date will not be able to carry on
          the Business in substantially the same way as it has been carried on prior to
          the Completion Date and there is no abnormal factor materially and adversely
          affecting the Business. 






	18. 	The
Business is carried on solely by the Vendors and no part of it has been
          sub-contracted to any third party or is carried on under the agreement or
          consent of any third party (other than as reflected in the Contracts). 






Assets 



	19. 	The
Assets are all of the material assets (other than cash and debtors): 






	 	(a)	used
by the Vendors in connection with the Business; and 







	 	(b)	needed
to conduct the Business in substantially the manner in which it was           conducted
for the 12 months before the date of this Agreement. 






	20. 	All
tangible Assets are in good condition and proper working order and in each           case
is capable of being operated fully and efficiently and safely for the           purpose
for which it was acquired and has been maintained in accordance with           prudent
business practice and (where applicable) manufacturers’ recommended
          maintenance procedures. 






	21. 	Each
Vendor will use its reasonable endeavours to ensure that all warranties and
          guarantees (whether of manufacturers, wholesalers, retailers, repairers or
          otherwise) existing in relation to the Assets are assigned to the Purchaser or
          that the Purchaser receives the benefit of them. 






	22. 	Each
Asset is located at the Leasehold Property. 






Contracts 



	23.  	All
material Contracts have been identified to the Purchaser and their terms and
          conditions are fully set out in the Data Room Documentation and : 






	 	(a) 	the
Vendors have not done or permitted to be done anything that would be likely           to
cause any of these material Contracts to be terminated; 






	 	(b) 	there
has been no failure by the Vendors to comply with an obligation under a
          Contract that would have a material adverse effect on the Business or the
          Assets; and 






	 	(c) 	no
party to any of those material Contracts is in material breach of or material
          default under a Contract, or would be in material breach or material default
but           for a requirement of notice or lapse of time or both. 






	24.  	In
relation to all Contracts: 






	 	(a) 	All
Contracts with Clients are either on the Vendors’ standard terms and
          conditions as disclosed to the Purchaser in the Data Room Documentation or in
          the form of written contracts all of which are contained in the Data Room
          Documentation; 





	

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	Business Acquisition Agreement	
	







	 	(b) 	There
are no other Contracts which cannot be terminated without breach or           payment of
compensation by giving not more than one month’s notice, 






	 	(c) 	There
are no material Contracts with suppliers to the Business or otherwise           other
than the Contracts with Clients . 






Intellectual Property 



	25. 	Details
of all registered Intellectual Property (and applications for any such
          registration) owned by the Vendors has been disclosed to the Purchaser in the
          Data Room Documentation and the Vendors do not own, use or require in the
          Business any other Intellectual Property other than any copyright owned by the
          Vendors (and other than the Excluded Intellectual Property). 






	26. 	In
respect of the Intellectual Property owned by the Vendors, the Vendors are           the
sole legal and beneficial owner of all of the Intellectual Property referred           to
in warranty 25 above free and clear of any restrictions, liens, charges and
          encumbrances and other Security Interests and the Vendors are free to assign
          that Intellectual Property to the Purchaser without any such restrictions,
          liens, charges and encumbrances and other Security Interests. 









	27. 	None
of the Intellectual Property owned by the Vendors is currently or in the           past
three years has been the subject of any dispute, challenge, litigation, or
          opposition proceedings and the Vendors have not received written notice of the
          threat of any such claim. 






	28. 	Each
Vendor has not disclosed any material confidential information, or Know-how
          relating to the Business except: 






	 	(a) 	in
the ordinary and proper course of business of the Vendor, on receipt of an
          undertaking to keep the information confidential; or 






	 	(b) 	in
respect of the negotiations for sale of the Assets to the Purchaser, on           receipt
of an undertaking to keep the information confidential; or 






	 	(c) 	where
such disclosure did not have and would not be likely to have a material           adverse
effect on the Business. 






	29. 	The
Vendors do not use or require in the Business any business names,           trademarks,
service marks, trade names, copyright, patents, patent applications,
          confidential information or other Intellectual Property Rights other than the
          Intellectual Property forming part of the Assets being transferred to the
          Purchaser under this Agreement and other than the Excluded Intellectual
          Property. No person has any licences or rights of any form over any of the
          Intellectual Property. 






	30. 	There
are no royalties, licence fees or other similar fees payable by the           Vendors in
connection with the use of any Intellectual Property by the Vendors           and no
other person has any right or interest in the Intellectual Property. The           use of
the Intellectual Property Rights does not infringe the rights of any           third
person and neither of the Vendors is aware of any allegation of any such
          infringement by any third person. 






Employees 



	31. 	There
is no industrial dispute affecting the Employees. 






	32. 	The
Data Room Documentation fully disclose and set out all terms and conditions           of
employment of all Employees and all terms and conditions of engagement of all
          contractors engaged by the Vendors in connection with the Business as at the
          date of this Agreement and contain a copy of all collective bargaining
          agreements to which each Vendor is a party with any trade union or similar
          organisation and which apply to any of the Employees and all written employment
          agreements between each Vendor and any Employee and identify all awards and
          other industrial instruments which are relevant to the employment of any
          Employee or the engagement of any contractor by the Vendors in connection with
          the Business. 





	

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	Business Acquisition Agreement	
	







	33. 	Each
Vendor has fully complied with all of its legal or contractual obligations
          concerning the employment of any of the Employees. 






	34. 	Other
than in respect of a limited number of Employees who receive salary           continuance
insurance and life insurance in connection with their superannuation           fund (AMP
Recruitment Super), Schedule 2 sets out full details of the salary           benefits and
other employment terms and conditions and all Employee Entitlements           of the
Employees as at 31 August 2007 and all such details are complete and           accurate
as at that date. 






	35. 	The
Employees are or (in the case of past employees of the Vendors in connection
          with the Business) were lawfully employed by the Vendors in the Business and
          there is no outstanding claim, demand, dispute, litigation, arbitration or
          prosecution affecting the Vendors relating to any such employment. 









	36. 	All
Employee Entitlements owing to any Employee as at Completion has been paid           in
full prior to Completion and there are no outstanding payments or Liabilities
          owing to or in respect of any past employee, contractor or other person by the
          Vendors in connection with the Business. 






	37. 	There
are no Employee Entitlements whatsoever accrued or owing to or in respect           of
any Contract Employee as at Completion. 






	38. 	All
Contract Employees are casual Employees. 






	39. 	The
Vendors are not in breach of any legal, contractual or other obligation
          (including the provisions or terms of any award, certified agreement,
enterprise           bargaining agreement, Australian Workplace Agreement or other
industrial           instrument or any contract or terms of employment or engagement) in
respect of           any Employee or contractor or any past employee or contractor of the
Vendors in           connection with the Business. 






Superannuation 



	40. 	Each
Vendor is not liable to pay any annuity, superannuation benefit or pension           in
respect of the death, disability, retirement, resignation or dismissal of any
          Employee other than contributions to the Vendors’ Superannuation Fund or
          the Employee’s chosen superannuation fund which have been fully disclosed
          to the Purchaser in the Data Room Documentation. 






	41. 	There
are no outstanding and unpaid contributions on the part of the Vendors           with
respect to the Vendors Superannuation Fund or an Employee’s chosen
          superannuation fund and the Vendors do not have any liability for a
          superannuation guarantee charge in respect of any Employee or any contractor of
          the Vendors in connection with the Business. 






Leasehold Property 



	42. 	The
Vendors do not have any interest in land used in connection with the           Business
except for the Leasehold Property. 





	

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	Business Acquisition Agreement	
	







	43. 	The
Vendors have exclusive occupation and quiet enjoyment of the Leasehold
          Property. 






	44. 	There
is no event, circumstance or dispute (whether actual, threatened or
          anticipated) which might reasonably be expected to adversely affect the
          exclusive occupation and quiet enjoyment of the Leasehold Property by the
          Purchaser. 






	45. 	The
Vendors enjoy the benefits of all easements, rights, interests and           privileges
necessary or appropriate for the carrying on of the Business at the           Leasehold
Property. 






	46. 	All
buildings and other improvements at the Leasehold Property, conform in all
          material respects to and are being used in material conformance with all
          applicable ordinances and regulations and building, zoning, environmental,
          health and other Laws. 






	47. 	To
the best of the Vendor’s knowledge and belief, there is: 






	 	(a)	no
action contemplated, pending or threatened to change the planning, zoning or
          other ordinances affecting any of the Leasehold Property; 






	 	(b)	any
pending or threatened condemnation of the Leasehold Property; 








	 	(c)	no
written notice from local or other competent authorities or from any third
          person adversely affecting or which might reasonably be expected to adversely
          affect the use of the Leasehold Property or any part of them has been received;
          and 






	 	(d)	no
proposals made or intended to be made by any local or other competent           authority
concerning the compulsory acquisition of the whole or any part of the           Leasehold
Property or which might reasonably be expected to adversely affect the           use of
the Leasehold Property or any part of them. 






	48. 	The
Vendors have provided the Purchaser with accurate copies of each Lease. 






	49. 	Each
Lease is valid and binding and the Vendors are not in material default           under or
in material breach of any material term of any Lease. 






	50. 	The
Vendors have not granted any leases, sub-leases or licences of any Leasehold
          Property. 






	51. 	The
use of the Leasehold Property for the carrying on of the Business is in
          material compliance with all applicable laws and the use of the Leasehold
          Property is permitted under the relevant planning laws and there have been no
          material contraventions of those laws or any applicable permit. 






	52. 	The
use of the Leasehold Property is permitted under each Lease. The Vendors           have
paid all rent, outgoings and other amounts they are required to pay under           each
Lease. 






	53. 	The
Leases have not been amended or modified from that disclosed to the           Purchaser
and no Lease is liable to forfeiture or termination. 






Environment 



	54.  	No
act or omission has occurred and, to the best of each Vendor’s knowledge
          and belief, there is no circumstance relating to the Business which has given
          rise or may give rise to: 






	 	(a) 	a
material action or claim; or 






	 	(b) 	a
requirement of material expenditure or a cessation or substantial alteration           to
the way in which the Business is conducted, 





	

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	Business Acquisition Agreement	
	







	 	
under
an environmental law.  






	55. 	The
Leasehold Property is not subject to contamination and neither of the           Vendors
is aware of any environmental issues at the Leasehold Property which may           affect
the tenancy of the Vendors, the Business or the safety of any persons. 






	56. 	The
Vendors have not received written notice of any action or claim in relation           to
the Business or the activities or omissions of the Vendors in respect of the
          Business by any person alleging liability (including, without limitation,
          potential liability for property damage or personal injury) arising out of,
          based on, or resulting from, the presence or release into the environment of
          contamination or pollution and to the best of each Vendor’s knowledge and
          belief, there are no past or present acts, omissions or circumstances in
          relation to the Business or the activities or omissions of the Vendors in
          respect of the Business which are likely to form the basis of such a claim. 






Approvals 



	57.  	The
approvals disclosed in the Data Room are all of the permits, licences,           consents
and other authorisations required to conduct the Business. 








	58.  	No
failure by a Vendor to comply with the conditions under the approvals           disclosed
in the Data Room has had a material adverse effect on the Business or           the
Assets or, to the best of the Vendors’ knowledge and belief is likely           to
have a material adverse effect on the Business or the Assets. 






	59.  	The
Vendors: 






	 	(a) 	have
not done or permitted to be done anything that would be likely to cause any           of
the approvals disclosed in the Data Room to be terminated. 






	 	(b) 	No
party to any of the approvals disclosed in the Data Room has given written
          notice to the Vendors of any matter that would be likely to cause any of the
          approvals to be terminated. 






Legislative Requirements 



	60.  	The
Vendors have complied in all material respects with all Laws relating to the
          conduct of the Business. 






Litigation 



	61. 	There
is no litigation, prosecution, mediation, arbitration or other proceeding           in
respect of the Business or any Assets and other than debt recovery matters by
          the Vendors or workers’ compensation matters which have been fully
          disclosed to the Purchaser prior to the date of this Agreement, the Vendors are
          not involved in any current civil, criminal or arbitration proceedings relating
          in any way to the Business. There are no Employees who are subject to any
          workers compensation or WorkCover claim who are not able to make a full return
          to work on their normal duties within one month of the date of the relevant
          incident which caused such claim save as disclosed in Schedule 11 (or as may be
          disclosed to the Purchaser prior to the Completion Date in respect of injuries
          that may occur between date of this Agreement and the Completion Date). 






	62. 	Other
than as disclosed, there are no claims, demands, investigations or           disputes in
respect of the Business or any of the Assets which are likely to           have a
material adverse effect on the Business, nor are there any disputes,
          investigations, claims or demands in respect of the Business or any of the
          Assets which are likely to give rise to litigation, prosecution, mediation,
          arbitration or other proceedings and which may have a material adverse effect
on           the Business. 





	

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	63. 	To
the best of each Vendor’s knowledge and belief, no person for whose acts
          or defaults the Vendors may be vicariously liable is involved in any current
          civil, criminal or arbitration proceedings relating in any way to the Business
          and which may have a material adverse effect on the Business. 






Insurance 



	64. 	The
insurance cover relating to the Business disclosed to the Purchaser is           current
and in force and no fact or circumstance exists that would render any           such
insurance void or unenforceable in any material respect. 






	65. 	All
risks, whether in relation to damage to property (including the Assets),
          personal injury, product liability , public liability, professional indemnity,
          workers compensation or otherwise are adequately insured for amounts which
would           be maintained in accordance with prudent business practice and in
accordance           with the requirements of all Contracts. There is no fact or
circumstance that is           known or should reasonably have been known to the Vendors
which would lead to           any of the contracts of insurance which cover those risks
being prejudiced. 








Business Records 



	66.  	All
proper and necessary Business Records: 






	 	(a) 	have
been maintained by the Vendors; 






	 	(b) 	are
in the possession or under the custody or control of the Vendors; and 






	 	(c) 	contain
information which is complete, accurate and up to date in all material           respects
on all matters required to be dealt with in accordance with Australian           Law and
generally accepted accounting principles. 






Information 



	67. 	All
of the Data Room Documentation and all of the information set out in each of
          the Schedules to this Agreement is complete and accurate in all material
          respects. None of that information is misleading or deceptive in any material
          particular, whether by inclusion of misleading information or omission of
          information or both. 






	68. 	All
information concerning the Business and the Assets which the Vendors or any           of
their respective representatives has furnished to the Purchaser or its
          representatives prior to the execution of this Agreement is complete and
          accurate in all material respects and is not misleading or deceptive in any
          material respect and the Vendors have not recklessly withheld from the
Purchaser           any information concerning the Business or the Assets which might
reasonably be           supposed to be material to a purchaser for value of the Business
in determining           whether or not to purchase the Business or the price at which or
the terms on           which a purchaser would be prepared to purchase the Business or
any of the           Assets. 






	69. 	To
the best of each Vendor’s knowledge and belief, all information which is
          known to the Vendor relating to the Business which is material, has been
          disclosed and is true and accurate in all material respects. 






Computer systems and
software 



	70.  	All
the computers and computer systems owned or used by the Vendors in the
          Business: 





	

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	Business Acquisition Agreement	
	







	 	(a) 	are
in good operating order; 






	 	(b) 	are
owned by and under the sole control of the Vendors, are located in the
          Leasehold Property occupied by the Vendors and are not shared with or used by
or           on behalf of or accessible to any other person; 






	B. 	PURCHASER
WARRANTIES






The Purchaser 



	1. 	The
Purchaser is duly incorporated and validly exists under the law of its place           of
incorporation. 






	2. 	The
Purchaser is not insolvent and no receiver or manager has been appointed           over
any part of its assets and no such appointment has been threatened. 






	3. 	The
Purchaser is not in liquidation and no proceedings have been brought or
          threatened for the purpose of winding up the Purchaser or placing it under any
          form of external administration. 








	4. 	To
the best of the knowledge, information and belief of the Purchaser, there are
          no facts, matters or circumstances which give any person the right to apply to
          liquidate or wind up the Purchaser or place the Purchaser under any form of
          external administration. 






Due Authorisation 



	5.  	The
execution and delivery of this Agreement has been properly authorised by all
          necessary corporate action of the Purchaser. 






	6.  	The
Purchaser has full corporate power and lawful authority to execute and           deliver
this Agreement and to consummate and perform or cause to be performed           its
obligations under this Agreement and each transaction contemplated by this
          Agreement to be performed by it. 






	7.  	This
Agreement constitutes a legal, valid and binding obligation of the           Purchaser
enforceable in accordance with its terms by appropriate legal remedy. 






	8.  	The
execution, delivery and performance by the Purchaser of this Agreement and           each
transaction contemplated by this Agreement does not or will not (with or
          without the lapse of time, the giving of notice or both) contravene, conflict
          with or result in a breach of or default under: 






	 	(a) 	any
provision of the constitution of the Purchaser; 






	 	(b) 	any
material term or provision of any security arrangement, undertaking,           agreement
or deed affecting the Purchaser; or 






	 	(c) 	any
writ, order or injunction, judgment, law, rule or regulation to which it is           a
party or is subject or by which it is bound. 






Privacy 



	9. 	Without
in any way limiting the Purchaser’s rights under clause 6.3, the           Purchaser
will only use any information contained in or extracted from the           Candidate
Database in a manner consistent with its obligations under the Privacy Act 1988 (Cth). 





	

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	Business Acquisition Agreement	
	







	C.  	GUARANTOR
WARRANTIES 






The Guarantor 



	1. 	The
Guarantor is duly incorporated and validly exists under the law of its place           of
incorporation. 






	2. 	The
Guarantor is not insolvent and no receiver or manager has been appointed           over
any part of its assets and no such appointment has been threatened. 






	3. 	The
Guarantor is not in liquidation and no proceedings have been brought or
          threatened for the purpose of winding up the Guarantor or placing it under any
          form of external administration. 






	4. 	To
the best of the knowledge, information and belief of the Guarantor, there are
          no facts, matters or circumstances which give any person the right to apply to
          liquidate or wind up the Guarantor or place the Guarantor under any form of
          external administration. 






Due Authorisation 



	5.  	The
execution and delivery of this Agreement has been properly authorised by all
          necessary corporate action of the Guarantor. 








	6.  	The
Guarantor has full corporate power and lawful authority to execute and           deliver
this Agreement and to consummate and perform or cause to be performed           its
obligations under this Agreement and each transaction contemplated by this
          Agreement to be performed by it. 






	7.  	This
Agreement constitutes a legal, valid and binding obligation of the           Guarantor,
enforceable in accordance with its terms by appropriate legal remedy. 






	8.  	The
execution, delivery and performance by the Guarantor of this Agreement and           each
transaction contemplated by this Agreement does not or will not (with or
          without the lapse of time, the giving of notice or both) contravene, conflict
          with or result in a breach of or default under: 






	 	(a) 	any
provision of the constitution of the Guarantor; 






	 	(b) 	any
material term or provision of any security arrangement, undertaking,           agreement
or deed affecting the Guarantor; or 






	 	(c) 	any
writ, order or injunction, judgment, law, rule or regulation to which it is           a
party or is subject or by which it is bound. 












	

		Page 51 









	Business Acquisition Agreement	
	









Executed in Sydney. 


	Executed in accordance with section 127 of the	 
	Corporations Act 2001 by Hudson Trade and
	Industrial Services Pty Limited:
	
/s/ Gary Lazzarotto	/s/ Matthew Warburton
	
	

	Director Signature	Director/Secretary Signature
	
Gary Lazzarotto	Matthew Warburton
	
	

	Print Name	Print Name
	

Executed in accordance with section 127 of the
	Corporations Act 2001 by Hudson Trade and
	Industrial Solutions Pty Limited:
	
/s/ Gary Lazzarotto	/s/ Matthew Warburton
	
	

	Director Signature	Director/Secretary Signature
	
Gary Lazzarotto	Matthew Warburton
	
	

	Print Name	Print Name
	

Executed in accordance with section 127 of the
	Corporations Act 2001 by Skilled Group Limited:
	
/s/ John Dixon	/s/ K.W. Bieg
	
	

	Director Signature	Director/Secretary Signature
	
John Dixon	K.W. Bieg
	
	

	Print Name	Print Name










	

		Page 93 









	Business Acquisition Agreement	
	












	Executed in accordance with section 127 of the	 
	Corporations Act 2001 by Hudson Global Resources
	(Aust) Pty Limited:
	
/s/ Gary Lazzarotto	/s/ Matthew Warburton
	
	

	Director Signature	Director/Secretary Signature
	
Gary Lazzarotto	Matthew Warburton
	
	

	Print Name	Print Name

















	

		Page 94