This Business Sale Agreement is made on the fifth day of July 2010

Between:

West Barrows Mix Pty Ltd (ABN 40 059 493 284) of Versaci’s Unit 5, 14-16 Sundercombe Street, Osborne Park in the State of Western Australia

(“Vendor”)

Ames True Temper Australia Pty Ltd (ACN 144 018 280) of 638 Casella Place, Kewdale in the State of Western Australia

(“Purchaser”)

Michelangelo Cantone and Jewell Cantone of 24 Woodhouse Way, Noranda in the State of Western Australia

(“Covenantors”)

Recitals:

A.		The Vendor carries on the Business known as “Westmix” (“Business”).
B.		The Vendor wishes to sell to the Purchaser and the Purchaser wishes to buy from the Vendor the Business as a going concern on the terms and conditions set out in this Agreement.
C.		The Covenantors are the ultimate beneficial owners of the Vendor. In consideration for the Purchaser agreeing to enter into this Agreement, the Covenantors have entered into this Agreement to give certain warranties and covenants to the Purchaser.

The parties agree:

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

1 Definitions

In this Agreement:

	(a)		“Accounts” means the audited balance sheet of the Company and the audited income statement of the Company in respect of the financial year ending on the Accounts Date together with the notes to and the reports of the directors in respect of those accounts;
	(b)		“Accounts Date” means 30 June 2009;
	(c)		“Accounting Principles” means the accounting policies (an extract of which is set out in Schedule 12) and the principles, practices and methodologies used to apply those accounting policies in the Accounts;
	(d)		“Accounting Standards” means:

(i)

accounting standards approved under the Corporations Act and its requirements about the preparation and contents of accounts; and

(ii)

generally accepted accounting principles, policies, practices and procedures in Australia;

	(e)		“Accrued Entitlements” means any long service leave and annual leave entitlements of the Transferring Employees (whether arising under contract, statute, industrial instrument, law or otherwise) and future long service leave entitlements of any Transferring Employee who has more than three years of service with the Vendor (pro rated for the period of service of the Transferring Employee with the Vendor as a proportion of the total service period required to accrue an entitlement to the long service leave under the applicable contract, statute or industrial instrument and calculated on the basis of the Transferring Employee’s effective daily remuneration (as a package) on the Completion Date);
	(f)		“Aggregate Claimed Amount” means the aggregate of all amounts claimed by the Purchaser in respect of Unresolved Claims;
	(g)		“Agreement” means this agreement, including the schedules, as amended from time to time;
	(h)		“Approval” means any licence, consent, certificate, notification, declaration or other authorisation required for the lawful occupation or use of any Land (and the conduct of any enterprise on or in connection with Land including the use of Plant and Leased Equipment) whether or not:

	(i)		directly related to the Environment; or
	(ii)		made under any Environmental Law;

(i)

“Assets” means the assets of the Business on the Completion Date including:

	(i)		the Plant;
	(ii)		the Plant Leases;
	(iii)		the Stock;
	(iv)		the Business Intellectual Property;
	(v)		the Licensed IP;
	(vi)		the rights and benefits of the Vendor under the Contracts;
	(vii)		the goodwill of the Business;
	(viii)		the Property Leases;
	(ix)		the Statutory Licences;
	(x)		Trade Receivables;
	(xi)		customer deposits and prepayments;
	(xii)		Records; and
	(xiii)		any other assets owned by the Vendor and used in connection with the Business, but does not include the Excluded Assets.

(j)

“Associated Person” means:

(i)

in relation to a corporation, any related body corporate, director or substantial shareholder (as that term is defined in section 9 of the Corporations Act assuming that the corporation is a listed company

			within the meaning of sections 671B and 9 of the Corporations Act); and
	(ii)		in relation to a natural person, any spouse, or blood or adoptive relative of that person or that person’s spouse;

	(k)		“Assumed Customer Rebates” means the Customer Rebates accrued during the period from 1 July 2009 until the Completion Date but only up to a maximum aggregate value of $196,040;
	(l)		“Assumed Liabilities” means the Trade Payables and the Assumed Customer Rebates;
	(m)		“Authority Warranties” means Warranties 1.1 to 1.6 and 2.1 to 2.4 in Schedule 7;
	(n)		“Business” means the business of manufacture and distribution of products for the building and hardware industry such as wheelbarrows, cement mixers, hand trolleys, compactors and brick saws carried on by the Vendor known as Westmix, including the Assets;
	(o)		“Business Day” means a day on which banks are open for general banking business in Perth Western Australia;
	(p)		“Business Intellectual Property” means the Intellectual Property Rights (whether registered or not and whether protected by statute or not) of the Vendor relating to the Business including the items set out in Schedule 1, but excluding the Licensed IP;
	(q)		“Business Name” means the registered and unregistered business names set out in Parts 1 and 2 of Schedule 1;
	(r)		“Business Trade Marks” means the Trade Marks listed in part 4 of Schedule 1 and all associated goodwill;
	(s)		“Claim” means, in relation to any person, a claim, action, proceeding, damage, loss, cost (including legal costs on a client solicitor basis), expense or liability incurred by or to or made or recovered by or against the person, however arising and whether present, unascertained, immediate, future or contingent;
	(t)		“Company” means West Barrows Mix Pty Ltd (ACN 059 493 284);
	(u)		“Completion” means Completion of the sale and purchase of the Business under clause 8;
	(v)		“Completion Date” means the latest of:

	(i)		the day which is seven Business Days after fulfilment (or waiver under clause 5.3) of the conditions referred to in clause 5.1; and
	(ii)		any other date which is agreed in writing by the parties;

	(w)		“Completion Stock Amount” means the monetary figure (expressed in Australian dollars) which represents the value of Stock of the Company, as shown in the Completion Stock Statement;
	(x)		“Completion Stock Statement” means a statement prepared by the Vendor as contemplated by clauses 9.5 and 9.6;
	(y)		“Completion Trade Payables Amount” means the monetary figure (expressed in Australian dollars) which represents the value of Trade

			Payables of the Company, as shown in the Completion Trade Payables Statement;
	(z)		“Completion Trade Payables Statement” means a statement prepared by the Vendor as contemplated by clauses 9.13 and 9.14;
	(aa)		“Completion Trade Receivables Amount” means the monetary figure (expressed in Australian dollars) which represents the value of Trade Receivables of the Company, as shown in the Completion Trade Receivables Statement;
	(bb)		“Completion Trade Receivables Statement” means a statement prepared by the Vendor as contemplated by clauses 9.9 and 9.10;
	(cc)		“Condition Satisfaction Date” means 31 July 2010 or any other date agreed in writing before that date by the parties;
	(dd)		“Contamination” means the presence in, on, under or above any Land of a substance at a concentration above the concentration at which the substance is normally present in, on, under or above land in the same locality, being a presence that presents or has the potential to present a risk of harm to human health or any other aspect of the Environment, and Contaminant and Contaminated has a corresponding meaning.
	(ee)		“Contracts” means contracts and arrangements entered into by the Vendor which relate to the Business and which are specified in Schedule 2;
	(ff)		“Corporations Act” means the Corporations Act 2001 (Cth);
	(gg)		“Customer Rebates” means customer rebates, levies and discounts accrued by, or for the benefit of, the customers in respect of the sale of products by the Vendor, including rebates, marketing allowances, settlement discounts, opening rebates, long term incentives, advertising rebates, range allowances, new store opening discounts, price list discounts, quarterly member rebates, quarterly admin rebates, training levies, supplier support, brand support, off list discounts, guaranteed rebates and store rebates;
	(hh)		“Deposit” means the deposit referred to in clause 7.2;
	(ii)		“Disclosure Material” means all documents and written information provided to the Purchaser together with all written answers to requests for further information made by the Purchaser and its representatives and advisers on or before the date of the Option Deed, an index of which is attached at Schedule 9 and the Disclosure Letter;
	(jj)		“Disclosure Letter” means the list of matters disclosed and attachments set out in Schedule 10;
	(kk)		“Domain Names” means the domain names set out in Part 8 of Schedule 1.
	(ll)		“Employee” means each of the persons whose names, rates of remuneration, classification and dates of commencement of employment are set out in Schedule 3 and any person hired as an Employee in the Business after the date of the Option Deed with the Purchaser’s consent under clause 6.1(i)(vii) excluding casual employees who are engaged from time to time in accordance with the requirements of the Business;
	(mm)		“Encumbrance” means any mortgage, charge, lien pledge, claim covenant, encumbrance or retention of title granted or permitted by the Vendor in respect of the relevant Assets or other interest including any right of any

			person to purchase, occupy or use any of the Assets whether under an option, agreement to purchase, licence, lease hire-purchase or otherwise howsoever;
	(nn)		“Environment” means all of the physical surroundings of humans including:

	(i)		land, water, atmosphere, climate, sound, odour and taste;
	(ii)		the biological factors of animals and plants; and
	(iii)		the social factor of aesthetics affecting any human individually or in their social groupings.

	(oo)		“Environmental Harm” has the same meaning as in the Environmental Protection Act 1986 (WA);
	(pp)		“Environmental Law” means any law (including the laws of tort, negligence and nuisance) concerning the Environment;
	(qq)		“Escrow Agent” means Taylor Woodings Chartered Accountants of Level 6, 30 The Esplanade, Perth WA;
	(rr)		“Escrow Deed” means the deed, dated on or about the date of the Option Deed, between the Vendor, the Purchaser and the Escrow Agent, setting out the terms on which the Retention Amount and Deposit will be dealt with;
	(ss)		“Excluded Assets” means the following assets of the Vendor:

	(i)		cash in hand, on deposit or at bank;
	(ii)		Related Party Loans;
	(iii)		Non-Business Related Assets; and
	(iv)		insurance policies relating to the Business or owned by the Vendor or any Associated Person and the benefit of any claims under those policies;

	(tt)		“Government Agency” means a government or government department, a governmental, semi-governmental or judicial person and a person (whether autonomous or not) charged with administration of any applicable law;
	(uu)		“Independent Accountant” means a person appointed jointly by the Vendor and the Purchaser or if they do not agree on the person to be appointed within seven days of either party requesting appointment, a chartered accountant appointed by the President of the Australian Institute of Chartered Accountants (Western Australian branch) at the request of either the Vendor or the Purchaser;
	(vv)		“Intellectual Property Rights” means all intellectual property rights including all current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, know-how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in article 2 of the Convention establishing the World Intellectual Property Organisation 1967;
	(ww)		“Key Customers” means Bunnings Group, National Builders, Glenfords, Bric — Crete, Vetners, Mitre 10, Total Tools, John Danks and Gasweld;
	(xx)		“Key Employees” means each of Michelangelo Cantone, Salvatore Cantone, Giuseppe Cantone and Andrew Brown other than those who are a Transferring Employee;

	(yy)		“Key Suppliers” means Qingdao Huatian, Tran Da Co, Honda, CMG and Laizhou Sunpower;
	(zz)		“Land” includes:

	(i)		the surface of the Earth;
	(ii)		any material beneath the surface (including ground water);
	(iii)		the atmosphere above land; and
	(iv)		standing or running water.

	(aaa)		“Leased Equipment” means any of the Plant which is the subject of a Plant Lease;
	(bbb)		“Liability” or “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;
	(ccc)		“Licensed IP” means Intellectual Property Rights licensed to the Vendor to use in relation to the conduct of the Business and includes one instance of software known as “System 77”;
	(ddd)		“Loss or Claim” means, in relation to any person, a damage, loss, cost (including legal costs on a client solicitor basis), expense or liability incurred by the person or a claim, action, proceeding or demand made against the person, however arising and whether present or future, fixed or unascertained, actual or contingent;
	(eee)		“Material Adverse Effect” means a material adverse effect or a material adverse change on the financial condition, prospects, profitability or operation of the Business as currently carried on by the Vendor which is material in the opinion of the Purchaser (acting reasonably);
	(fff)		“Marwon Leases” means:

	(i)		the lease in respect of the premises at 12 - 14 Mcllwraith Street, Wetherill Park, New South Wales to be entered into between the Purchaser and Marwon Pty Ltd; and
	(ii)		the lease in respect of the premises at 638 Casella Place, Kewdale Western Australia to be entered into between the Purchaser on one part and Michelangelo Cantone and Jewell Cantone on the other part,

			in the form agreed between the Vendor and the Purchaser and attached at Schedule 15;
	(ggg)		“Non-Business Related Assets” means the non-business related assets, details of which are set out in Schedule 13;
	(hhh)		“Non-Complying Engines” means the engines referred to in the letter from Honda Australia Motorcycle & Power Equipment Pty Ltd to the Vendor dated 19 April 2010 and the letter from the Vendor to Honda Australia Motorcycle & Power Equipment Pty Ltd dated 13 May 2010.
	(iii)		“Operative Date” means the date on which this Agreement is signed;
	(jjj)		“Option Deed” means the call and put option deed entered into by the parties on or about 30 June 2010 under which the Vendor granted the Purchaser the option to purchase the Business on the terms of this Agreement and the

			Purchaser granted the Vendor the option to sell the Business on the terms of this Agreement;
	(kkk)		“Plant” means the items of plant, equipment, machinery, furniture, fixtures and fittings and motor vehicles described in Schedule 5;
	(lll)		“Plant Lease” means each of the agreements described in Schedule 6 entered into by the Vendor as lessee for the Leased Equipment;
	(mmm)		“Personal Information” means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion;
	(nnn)		“Pollute” means the placing or permitting of any Contaminant by any person into the Environment without lawful authority and Polluted and Polluting have corresponding meanings.
	(ooo)		“Pollution” has the same meaning as in the Environmental Protection Act 1986 (WA).
	(ppp)		“Premises” means the Properties;
	(qqq)		“Privacy Laws” means

	(i)		the Privacy Act 1988 (Cth); and
	(ii)		any other requirement under Australian law, industry code, policy or statement relating to the handling of Personal Information;

	(rrr)		“Product Warranty Claim” means a claim made in connection with the warranty provided by the Vendor on the sale of any goods sold by the Vendor and, for the avoidance of doubt, is only a claim for replacement or repair of goods under any contractual or statutory warranty as to merchantability or fitness for purpose, and does not include any product liability claim including liability in respect of any personal injury, death, damage to property or loss of profits;
	(sss)		“Properties” means the properties leased under the Property Leases;
	(ttt)		“Property Leases” means the property leases details of which are set out in Schedule 4;
	(uuu)		“Purchase Price” is set out in clause 7.1;
	(vvv)		“Raw Materials” means all materials purchased and paid for by the Vendor for the Business in respect of which no fabricating or processing or other work has been carried out by the Vendor (whether or not those materials are in a raw or processed form) and includes:

	(i)		component parts purchased from third parties and on hand at the Premises; and
	(ii)		indirect materials used generally in the Business and not forming or intended to form part of a finished product;

(www)

“Records” means all books of accounts, records, customer lists and data however recorded and all other documents of the Business other than those documents relating exclusively to the Excluded Assets;

	(xxx)		“Related Parties” has the same meaning as it would have in section 228 of the Corporations Act if all references in section 228 to “public company” were to “public company or proprietary company”;
	(yyy)		“Related Party Loans” means the loans owed by Related Parties to the Company or by the Company to Related Parties, details of which are set out in the Accounts;
	(zzz)		“Relevant Products” means the products provided to customers by the Purchaser after Completion and which incorporate the Relevant Stock (or which are the Relevant Stock as the case may be);
	(aaaa)		“Relevant Stock” means tires and tire rims parts numbers 704PA, 702PA, 702PB, 502PA, 706SB and the products which incorporate these tires and tire rims which formed part of the Stock on Completion acquired by the Purchaser from the Vendor (which, for the avoidance of doubt, includes any Stock which has been ordered by the Vendor prior to Completion but is delivered after Completion);
	(bbbb)		“Remaining Retention Amount” means, at a particular date, the amount equal to the Retention Amount less any amount due to the Purchaser in respect of Resolved Claims as at that date;
	(cccc)		“Representatives” of a party means the officers, employees, contractors, sub-contractors, professional advisers, representatives and agents of that party;
	(dddd)		“Resolved Claims” means any Warranty and Indemnity Claims made or commenced by the Purchaser prior to the Retention Expiry Date which have been resolved by:

	(i)		the Vendor and the Purchaser agreeing the amount to be deducted from the Retention Amount in respect of any such Warranty and Indemnity Claim; or
	(ii)		a court of competent jurisdiction making a final damages order in respect of the subject matter of the Warranty and Indemnity Claim.

	(eeee)		“Retained Customer Rebates” means all Customer Rebates other than the Assumed Customer Rebates;
	(ffff)		“Retention Amount” means 10% of the Purchase Price;
	(gggg)		“Retention Expiry Date” means the date 12 months after the expiry of the Vendor’s obligations under clause 8.7;
	(hhhh)		“Specified Time” means midnight at the end of the day immediately before the Completion Date;
	(iiii)		“Statutory Licences” means all licences, consents, rights, permits and certificates relating to any aspect of the Business issued by any Government Agency, in so far as they may be transferred to the Purchaser;
	(jjjj)		“Stock” means the Raw Materials, work-in-progress and unsold finished stock in each case owned by the Vendor and used or to be used in connection with or as part of the Business whether or not located on the Premises, other than Non-Complying Engines;
	(kkkk)		“Stock Shortfall Amount” means the full amount by which the final Completion Stock Amount is less than the Stock Target Amount;

	(llll)		“Stock Surplus Amount” means the full amount by which the final Completion Stock Amount exceeds the Stock Target Amount;
	(mmmm)		“Stock Target Amount” means $3,615,309;
	(nnnn)		“System 77” means software licensed to the Vendor to use in relation to the conduct of the Business and forming part of the Licensed IP;
	(oooo)		“Tax” means any income tax, capital gains tax, recoupment tax, land tax, sales tax, payroll tax, fringe benefits tax, group tax, profit tax, interest tax, property tax, undistributed profits tax, withholding tax, municipal rates, stamp duties and other charges, levies and impositions, assessed or charged, or assessable or chargeable by or payable to any governmental taxation or excise authority and includes any additional tax, interest, penalty, charge, fee or other amount imposed or made on or in relation to a failure to file a relevant return or to pay the relevant tax;
	(pppp)		“Terminating Employee” means an Employee who is not a Transferring Employee;
	(qqqq)		“Title Warranties” means Warranties 4.1 to 4.3 in Schedule 7;
	(rrrr)		“Trade Payables” means all the debts and other money which are owed on the Completion Date by the Vendor in respect of the purchase in the normal course of business of Stock before the Completion Date and recorded in the accounts of the Vendor on the Completion Date, but excluding any prepayment to suppliers of the Business that are recorded on the trade payables ledger in the accounts of the Vendor;
	(ssss)		“Trade Payables Target Amount” means $134,584;
	(tttt)		“Trade Payables Shortfall Amount” means the full amount by which the final Completion Trade Payables Amount is less than the Trade Payables Target Amount;
	(uuuu)		“Trade Payables Surplus Amount” means the full amount by which the final Completion Trade Payables Amount exceeds the Trade Payables Target Amount;
	(vvvv)		“Trade Receivables” means all the debts and other money owed to the Vendor in relation to goods or services sold or provided by the Vendor in respect of the Business on the Completion Date and any notes and securities for them held by the Vendor. For the purposes of calculating the value of Trade Receivables under this Agreement it is to be calculated as gross trade receivables in the normal course of business owed by the customers to the Vendor as at the Completion Date, excluding provisions for Customer Rebates and doubtful debts on the Completion Date;
	(wwww)		“Trade Receivables Target Amount” means $3,136,689;
	(xxxx)		“Trade Receivables Shortfall Amount” means the full amount by which the final Completion Trade Receivables Amount is less than the Trade Receivables Target Amount;
	(yyyy)		“Trade Receivables Surplus Amount” means the full amount by which the final Completion Trade Receivables Amount exceeds the Trade Receivables Target Amount;

	(zzzz)		“Trade Marks” means all logos, symbols, get up, trademarks, trade names, trade mark rights in any registered business names, service marks, brand names and similar rights, whether registered or unregistered;
	(aaaaa)		“Trade Mark Applications” means the current applications for trademarks by the Vendor set out in Part 5 of Schedule 1;
	(bbbbb)		“Transferring Employee” means an Employee who accepts the Purchaser’s offer of employment referred to in clause 11.2;
	(ccccc)		“Uninsurable” means in relation to the cover required to be effected under clause 16.6:

	(i)		such insurance is not available on the terms required by clause 16.6 from an insurer or insurers satisfying the criteria specified in clause 16.6(c);or
	(ii)		the premium payable for effecting such insurance with such an insurer is at such a level or the terms and conditions are such that such risks are not generally being insured against by entities selling products similar to those sold by the Vendor prior to the Completion Date,
			provided that to the extent that the unavailability of the insurance is caused or contributed to by:
	(i)		a breach of this Agreement by the Vendor and the Covenantors (or either); or
	(ii)		an act or omission of the Vendor and the Covenantors (or either) whether in relation to the insurance or generally,
			the risk will not be Uninsurable for the purposes of this definition.

	(ddddd)		“Unresolved Claim” means any Warranty and Indemnity Claim made or commenced by the Purchaser prior to the Retention Expiry Date which is not a Resolved Claim;
	(eeeee)		“Warranty” means each of the warranties and representations referred to in clause 15; and
	(fffff)		“Warranty and Indemnity Claim” means any Claim in connection with the Warranties or indemnities under clauses 11, 12, 13, 14, 15 and 16 or adjustments in favour of the Purchaser under clause 9.

2 Interpretation

In this Agreement, headings are for convenience only and do not affect the interpretation of this Agreement and, unless the context otherwise requires:

	(a)		a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any statutory instrument issued under, that legislation or legislative provision;
	(b)		a word denoting the singular includes the plural and vice versa;
	(c)		a word denoting an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
	(d)		a word denoting a gender includes all genders;

	(e)		a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day;
	(f)		a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;
	(g)		if an act under this agreement to be done by a party on or by a given day is done after 5.30pm on that day, it is taken to be done on the next day;
	(h)		if an event must occur on a stipulated day which is not a Business Day then the stipulated day will be taken to be the next Business Day;
	(i)		time reference is to Perth time;
	(j)		a reference to a recital, clause, schedule or annexure or exhibit is to a recital clause, schedule or annexure or exhibit of or to this Agreement;
	(k)		a recital, schedule, annexure or description of the parties forms part of this Agreement;
	(l)		a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
	(m)		a reference to any party to this Agreement, or any other document or arrangement, includes that party’s executors, administrators, substitutes, successors and permitted assigns;
	(n)		where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
	(o)		a reference to a “related body corporate” of a body corporate is to a body corporate which is related to that body corporate within the meaning of section 50 of the Corporations Act;
	(p)		a reference to a “holding company” of a body corporate is to a body corporate of which that body corporate is a subsidiary within the meaning of Part 1.2 Division 6 of the Corporations Act;
	(q)		a reference to a “subsidiary” of a body corporate is to a subsidiary of that body corporate in accordance with Part 1.2 Division 6 of the Corporations Act;
	(r)		a reference to “dollars” or “$” is to an amount in Australian currency;
	(s)		where an expression is defined anywhere in this Agreement it has the same meaning throughout;
	(t)		a reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration (as defined in section 9 of the Corporations Act), being subject to administration and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction, and to the procedures, circumstances and events which constitute any of those conditions or matters;
	(u)		a reference to a matter being “to the knowledge” of a person means that the matter is to the best of the knowledge and belief of that person after making reasonable enquiries in the circumstances; and
	(v)		the words “include”, “including”, “for example” or “such as” when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind.

3		Confidentiality, Announcement and Privacy
3.1		Confidentiality Obligations
		Where this Agreement provides that a party must treat any information confidentially, that party must not, and must ensure that any person who receives the information by the party’s authority does not:

	(a)		disclose any of the information in any form to anyone else; or
	(b)		use any of the information except to:

	(i)		acquire or check information in connection with this Agreement and the transactions contemplated by it; or
	(ii)		perform any of its obligations under this Agreement or in relation to any of the transactions contemplated by it,

unless

	(c)		the person who provides the information has first agreed in writing;
	(d)		the information is disclosed to a related body corporate, professional adviser, banker or financial adviser of the party or to a person whose consent is required under this Agreement or for a transaction contemplated by it and that person undertakes to the person who provides the information;

	(i)		not to disclose any of the information in any form to anyone else; and
	(ii)		only to use the information for the purposes of advising the party or financing the party or considering whether to give that consent (as the case may be);

	(e)		the law, the rules of any stock exchange or any regulatory authority require the disclosure or use;
	(f)		the person who receives the information is required to do so in connection with legal proceedings relating to this Agreement; or
	(g)		the information is available generally (but not if it is because a person has contravened a confidentiality obligation (including under this clause)).

		If this Agreement is terminated, the party must return, and ensure that any person who receives the information by the party’s authority returns, the information (in any form in which it is held) to the person who provided the information. The obligations imposed by this clause survive termination of this Agreement.
3.2		Disclosure of Confidential Information
		If a party discloses information as permitted under clauses 3.1(d), 3.1(e) and 3.1(f), the receiving party must use all reasonable endeavours to ensure that persons receiving information from it do not disclose that information except in the circumstances permitted in clause 3.1.
3.3		Information after Completion
		After the Completion Date, the Purchaser is deemed to be the provider of all of the information relating to the Business and the Assets.

3.4		Confidentiality
		Each party must treat the existence and terms of this Agreement confidentially and no announcement or communication relating to the negotiations of the parties or the existence, subject matter or terms of this Agreement may be made or authorised by a party unless the other parties have first given their written approval.
3.5		No public announcements
		Subject to clause 3.6, no party will make a public announcement relating to this agreement without the prior written consent of the other party which consent may not be unreasonably withheld.
3.6		Permitted public announcements
		A party is entitled to make a public announcement relating to this Agreement if required to do so by law, an order of a court of competent jurisdiction or by stock exchange rules.
3.7		Personal Information

	(a)		The Vendor and the Purchaser must assist each other to comply with their obligations under all applicable Privacy Laws in connection with Personal Information used or disclosed in connection with this Agreement,
	(b)		If the Vendor is required by this Agreement or by law to retain any Personal Information which is part of or embodied in the Records or any other Asset, the Vendor may use and disclose that Personal Information for that purpose subject to compliance with the Privacy Laws.

4		Agreement to Sell and Buy the Business
4.1		Sale and Purchase

	(a)		Subject to clause 5, the Vendor agrees to sell to the Purchaser and the Purchaser agrees to buy from the Vendor, the Business (including all the right, title and interest of the Vendor in the Business) free from any Encumbrance, security or third party interest (unless expressly provided otherwise in the Agreement) and assume the Assumed Liabilities for the Purchase Price on the terms and conditions of this Agreement.
	(b)		To the extent that any of the Assets are owned by an Associated Person of the Vendor, the Vendor agrees to procure that those Assets are transferred from the Associated Person to the Purchaser at Completion without payment of any additional consideration by the Purchaser.

4.2		Title, Property and Risk
		The title to, property in and risk of the Business:

	(a)		until Completion, remains solely with the Vendor (except in the case of Assets owned by an Associated Person of the Vendor, which remains solely with that Associated Person); and
	(b)		passes to the Purchaser on and from Completion, and, accordingly, the Vendor is entitled to the takings and profits and must bear and pay in the proper time all outgoings and expenses of the Business until Completion.

4.3		Insurance
		Until Completion, the Vendor agrees to maintain or, if necessary, take out and maintain with effect from the date of this agreement, insurance of the Business and the Assets covering such risks (including for product liability) and for such amounts as would be maintained in accordance with prudent business practice with a reputable and properly authorised licensed insurer. To the extent possible, each contract of insurance must be endorsed from the date of this Agreement to show the interest of the Purchaser under this Agreement. Without limiting any other obligation of the Vendor under this Agreement, the Vendor must apply any insurance proceeds to the replacement or making good of the Assets effected.
4.4		Damage to Assets or Premises
		If any Assets or the Premises are damaged, detracted from or otherwise affected before Completion to such a degree that there is a Material Adverse Effect, the Purchaser may terminate this Agreement by notice to the Vendor. If the Purchaser does not elect to terminate this Agreement and:

	(a)		by Completion the Vendor has not adequately replaced or made good the Assets affected; and
	(b)		any loss or damage (including liability to pay damages or compensation) of the Purchaser is not fully insured under the contracts of insurance referred to in clause 4.3,

		then an appropriate adjustment will be made to the Purchase Price as agreed between the Vendor and the Purchaser or, failing agreement, as determined by the Independent Accountant, and the provisions of clause 24 apply with the necessary changes.
4.5		Termination
		If this agreement is terminated under clause 4.4 then clause 5.6 applies with the necessary changes.
4.6		Business A Going Concern

	(a)		Interpretation
			In this clause 4.6, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) has the meaning given to it in that Act.
	(b)		Supply of a going concern
			The Vendor and the Purchaser each warrant that, at Completion, they will be registered or required to be registered by the GST Act.
			The Vendor must carry on the Business until Completion.
			The parties agree that this Agreement provides for the supply of the Business, inclusive of the Assets as a going concern.
			If GST is payable in connection with the supply of the Business inclusive of the Assets under this Agreement, the parties agree that the consideration paid under this Agreement is exclusive of GST and the Purchaser must pay the Vendor an additional amount on account of GST under clauses 4.6(c) to 4.6(e). Further, the Purchaser indemnifies the Vendor from and against any

			liability or obligation to pay GST in connection with this Agreement subject to the receipt of a valid Tax Invoice.
	(c)		Recovery of GST payable on other supplies
			Payments made by any party (excluding the GST Amount) under, in respect of, for the inducement of, or in connection with, this Agreement are exclusive of GST. If any payment is for, or is in connection with a supply made by one party (the Supplier) to another party (the Recipient) under or in connection with this Agreement, which is a Taxable Supply on which the Supplier is liable to pay GST in accordance with the GST Act, then in addition to such payment the Recipient will pay an additional amount equivalent to the Supplier’s GST liability (GST Amount).
	(d)		GST Amount
			The GST Amount is calculated by multiplying the payment by the prevailing GST rate, which rate is 10% as at the date of this Agreement.
	(e)		Time of payment of GST Amount
			The GST Amount shall be paid to the Supplier at the same time and in the same manner as the relevant payment otherwise required to be paid but only if the Supplier has provided a valid Tax Invoice (or any other documentation enabling input tax credits to be claimed by the Recipient) to the Recipient.
	(f)		Adjustment of GST Amount
			If, in relation to a Taxable Supply, an adjustment event occurs that gives rise to an adjustment then the GST Amount will be adjusted accordingly and where necessary a payment will be made to reflect that adjustment. If a payment is required, it will be made on the issue of an adjustment note.
	(g)		Reimbursement payments
			If a party is required to pay, reimburse or contribute to any amount actually paid or incurred by the other party in respect of acquisitions from third party suppliers, the amount the first party must pay, reimburse or contribute does not include any amount on account of GST for which the second party is entitled to an Input Tax Credit.

5		Conditions
5.1		Conditions Precedent to Completion
		The obligations of the parties to complete the sale and purchase of the Business are subject to and do not become binding unless each of the conditions set out below are fulfilled (or waived under clause 5.3):

(a)

on or before the Condition Satisfaction Date:

	(i)		the Vendor obtaining any third party consents required to transfer the rights and interests held by the Vendor under the Contracts that the Purchaser elects by notice to acquire at Completion;
	(ii)		the Vendor obtaining the written consents of the lessors to the assignment of the Property Leases (other than the Marwon Leases) from the Vendor to the Purchaser that are required under the terms of the Property Leases;

	(iii)		the Vendor obtaining the written consents of each of the lessors under the Plant Leases to the assignment of the Plant Leases to the Purchaser or payment under clause 14.3;
	(iv)		the Vendor procuring that any Encumbrances over all or any of the Assets have been validly discharged;
	(v)		the Vendor evidencing to the satisfaction of the Purchaser that the Vendor obtained insurance policies which are acceptable to the Vendor and the Purchaser as contemplated by clause 16.6;

(b)

on or before the Completion Date:

	(i)		at least four out of Ian Hawkes, David Hawkes, Peter Gulisano, Luigi Donato, Shane McRostie and Andrew Brown and at least 80% of the other Employees accepting the offers made under clause 11.2;
	(ii)		but after the date of the Option Deed, no Key Customer or Key Supplier has indicated an intention to:

	(A)		stop trading with or supplying the Business;
	(B)		reduce substantially its trading with or supplies to the Business; or
	(C)		change substantially the terms on which it is prepared to trade with or supply the Business (other than normal price and quota changes),

			(as applicable), following the Completion; and
	(iii)		the Purchaser being satisfied that no Material Adverse Effect has occurred since the date of the Option Deed.

		The conditions precedent in this clause 5.1 are for the benefit of the Purchaser.
5.2		Effect of Non-Fulfilment
		If the conditions referred to in clause 5.1 are not fulfilled (or waived under clause 5.3) on or before the relevant date, then this Agreement may be terminated by the party for whose benefit the relevant condition was expressed, provided that party complied with clause 5.4.
5.3		Fulfilment by Waiver
		A condition referred to in clause 5.1 is waived if, and only if:

	(a)		where the condition is expressed to be for the benefit of a particular party, that party gives written notice of waiver of the condition to the other party; and
	(b)		in any other case, the parties agree in writing to waive the condition.

5.4		Obligation to Satisfy Conditions
		Where clause 5.1 specifies that a party must do an act in relation to the fulfilment of a condition, the specified party must do the specified act in accordance with clause 5.1 and, in any event, the Vendor and the Purchaser must use their respective best endeavours to ensure that the conditions referred to in clause 5.1 are fulfilled on or before the Condition Satisfaction Date.

5.5		Extent of Obligation to Fulfil Conditions
		The obligation imposed on a party by clause 5.4 does not require that party to waive any condition under clause 5.3.
5.6		Effect of Termination
		If this agreement is terminated under clause 5.2:

	(a)		subject to paragraph (c), each party is released from its obligations under this Agreement other than in relation to clauses 3, 5.6,19.1, 22.7 and 23);
	(b)		the Deposit and all interest on it must be paid to the Purchaser and the parties must immediately direct the Escrow Agent accordingly; and
	(c)		each party retains the rights it has against any other party in connection with any breach or Claim that has arisen before termination.

6		Conduct Pending Completion
6.1		Vendor’s Conduct of Business
		Until Completion, the Vendor must conduct the Business, or cause it to be conducted, with due care, in the ordinary course of business, at arm’s length and on usual commercial terms and in accordance with normal and prudent practice (having regard to the nature of the Business and good commercial practice and so as to comply with all applicable laws, regulations, ordinances and codes) and, in particular, the Vendor:

	(a)		must regularly consult with the Purchaser on the manner of the conduct of the Business;
	(b)		must use reasonable endeavours to maintain the profitability and value of the Business;
	(c)		must ensure that each of the Assets is protected and maintained in good working order;
	(d)		must use reasonable endeavours to preserve the relationship of the Business with suppliers, customers, licensors, licensees, distributors, Employees and other third parties;
	(e)		must use reasonable endeavours to preserve the goodwill of the Business;
	(f)		must use reasonable endeavours to ensure that the level of Stock does not fall below the Stock Target Amount;
	(g)		must use reasonable endeavours to ensure that the level of Trade Receivables does not fall below the Trade Receivables Target Amount;
	(h)		must use reasonable endeavours to ensure that the level of Trade Payables does not exceed the Trade Payables Target Amount;
	(i)		must not, unless required or contemplated by this Agreement or unless the Purchaser first consents in writing (which consent shall not be unreasonably withheld):

(i)

enter into any transaction or series of transactions which individually or together is or are likely to have, a Material Adverse Effect;

	(ii)		undertake or agree to undertake capital expenditure in excess of $75,000 in aggregate;
	(iii)		enter into any contract or commitment, terminate, or alter any term of any Contract or commitment in relation to the Business involving total expenditure in excess of $75,000;
	(iv)		lease or hire an item having a value exceeding $75,000 in aggregate;
	(v)		incur any liabilities in relation to the Business in excess of $75,000, other than a liability for Raw Materials;
	(vi)		dispose of, agree to dispose of, encumber or grant an option over, or grant any interest in, any of the Assets; or
	(vii)		hire any new Employee in the Business, terminate the employment of any Employee or alter the terms of employment (including the terms of superannuation or any other benefit) of any Employee except in relation to any statutory or award increase or otherwise in the usual conduct of Business;
	(viii)		grant or agree to grant to any Employee any bonus, retention payment, severance, profit sharing, retirement, deferred compensation, insurance or other compensation or benefit or adopt or establish any new compensation or benefit plans or arrangements;
	(ix)		modify the Accounting Principles in use at the Accounts Date or the application of those Accounting Principles or adopt new Accounting Principles;
	(x)		revalue any of the Assets;
	(xi)		grant any licence, assignment or other right or interest in respect of the Business Intellectual Property other than in the ordinary course of business;
	(xii)		appoint any new distributor of the business or any new exclusive sales outlets; or
	(xiii)		disclose information which is owned or used by the Vendor in conducting the Business or relating to the Assets to third parties other than in the ordinary course of business; and

(j)

must not take any action that would or might result in any of the Warranties becoming untrue in any respect.

6.2		Vendor Assistance
		Until Completion, the Vendor must supply to the Purchaser, and any person who has the Purchaser’s written authority, any information or documents in its possession or control reasonably requested concerning the Business and reasonably assist the Purchaser at the Purchaser’s request to gain knowledge concerning the Business.
		Until Completion, the Vendor shall, upon the Purchaser’s prior written request (acting reasonably), grant the Purchaser and its Representatives reasonable access during normal business hours in order to:

	(a)		inspect the assets of the Business, the Premises or Records; and
	(b)		meet with its Representatives,

		for the purposes of preparing for Completion or investigating the accuracy of the Warranties.
6.3		Confidentiality
		The Purchaser must treat confidentially any information obtained under clause 6.2.
6.4		Notice of change
		Where before Completion an event occurs which has or may have a material effect on the profitability or value of the Business, the Vendor must, immediately upon it becoming aware of that event, give notice to the Purchaser fully describing the event.

7		Purchase Price
7.1		Purchase Price
		The Purchase Price is $14.05 million and will be adjusted in accordance with clause 9 and clause 12.
7.2		Payment of Purchase Price
		The Purchase Price must be paid by the Purchaser as follows:

	(a)		a deposit of 10% of the Purchase Price payable to the Escrow Agent on or before the date of execution of this Agreement in accordance with the Option Deed; and
	(b)		the balance on the Completion Date in accordance with clause 8.3.

7.3

Deposit

	(a)		If Completion occurs, the Vendor is entitled absolutely to the Deposit, and the Deposit together with any interest accrued must then be immediately released to the Vendor by the Escrow Agent.
	(b)		If Completion does not occur, the Deposit together with any accrued interest must be immediately paid by the Escrow Agent to the Purchaser, unless Completion does not occur because of a material default of the Purchaser under this Agreement, and the Vendor as a result of that default lawfully terminates this Agreement, in which case the Deposit together with any accrued interest must be immediately paid to the Vendor by the Escrow Agent.

7.4

Investment of Deposit

	(a)		The parties instruct the Escrow Agent to deposit the Deposit in an interest bearing deposit account with a bank (within the meaning of the Banking Act 1959 (Cth)).
	(b)		The Vendor and the Purchaser must on execution of this Agreement supply their respective tax file numbers to the Escrow Agent, and must do everything required to ensure that the Deposit is dealt with as required by this Agreement.
	(c)		The parties must, at the same time as the Agreement is executed, enter into the Escrow Deed with the Escrow Agent, to deal with the above matters and the matters set out in clause 17 of this Agreement.

8		Completion
8.1		Time and Place of Completion
		Completion is to occur on the Completion Date at the offices of the Vendor’s solicitors, Price Sierakowski at Level 24, St Martins Tower, 44 St George Terrace, Perth or at any other time or place agreed in writing by the Vendor and the Purchaser.
8.2		Obligations of Vendor at Completion
		At Completion the Vendor must give the Purchaser unencumbered title to, and ownership of the Business, and place the Purchaser in effective possession and control of the Business and, to this end (without limitation), the Vendor must give the Purchaser:

(a)

in a form previously approved by the Purchaser and duly executed:

	(i)		an effective assignment or novation of each Property Lease (other than the Marwon Leases) together with the consents to the assignment or novation of all necessary persons;
	(ii)		by Marwon Pty Ltd and Michelangelo Cantone and Jewell Cantone (as applicable), each of the Marwon Leases;
	(iii)		an effective assignment of each of the Contracts to the Purchaser together with the consent to the assignment of all necessary persons or executed novations of the Contracts;
	(iv)		an effective assignment of each Plant Lease together with the consent to the assignment of all necessary persons or executed novations of the Plant Leases and/or evidence that the Plant Leases have been paid out and that the ownership of the Leased Equipment which is the subject of them passes to the Purchaser at Completion (as the case may be);
	(v)		an effective assignment of each of the Trade Receivables to the Purchaser;
	(vi)		an effective assignment of each of the Trade Payables to the Purchaser;
	(vii)		documents necessary to effect the transfer to the Purchaser of the Business Names and any Domain Names;
	(viii)		an effective transfer of each other item of the Business Intellectual Property and all documents necessary to record the changes of ownership at each place the Business Intellectual Property is registered or recorded;
	(ix)		releases of any Encumbrances over Assets; and
	(x)		any other document reasonably required by the Purchaser to vest full ownership, title, possession and benefit of the Business and the Assets in the Purchaser to enable the Purchaser to conduct the Business from Completion in all material respects in the same manner as the Vendor conducts it prior to Completion,

(b)

operating control of the Business and the Assets to or at the direction of the Purchaser, together with any relevant title documents by delivery at the respective places where they are located;

	(c)		originals of all other Contracts, Property Leases and Plant Leases;
	(d)		evidence that the name of the Vendor has been changed to a name which does not contain any of the words “west”, “barrow”, “mix” or any combination of them or any deceptively similar or substantially identical word or words;
	(e)		the unanimous resolution of the directors of the Vendor approving the terms and conditions of this Agreement;
	(f)		the Records and all other documents relating to the Business or necessary for it to be carried on including the employee records for the Transferring Employees in accordance with Regulation 3.41 of the Fair Work Regulations 2009;
	(g)		possession of the Properties together with security devices, security codes and keys relating to the Properties;
	(h)		evidence of a stocktake to ascertain the value of Stock as at the Completion Date, in accordance with clause 10;
	(i)		a schedule setting out the Accrued Entitlements of each of the Transferring Employees as at the Completion Date, determined as provided in clause 11.4(a);
	(j)		all other documents and things required by this Agreement to be delivered by the Vendor to the Purchaser on Completion, or which are reasonably required by the Purchaser to vest full possession and benefit of the Business in the Purchaser, and the Vendor must also do and execute all other acts and documents that this Agreement requires the Vendor to do or execute at Completion;
	(k)		reasonable assistance to the Purchaser by executing the necessary forms and consents to enable the utility services provided to the Business, including those telephone, fax and other communication services (with the benefit of the same numbers) requested by the Purchaser to be transferred to the Purchaser with effect from the Completion Date and without interruption of those services; and
	(I)		reasonable assistance to the Purchaser in transferring any Statutory Licences to the Purchaser.

8.3		Obligations of Purchaser at Completion
		At Completion, the Purchaser must:

	(a)		if the Vendor complies with clause 8.2, pay the Purchase Price less the Deposit and the Retention Amount to the Vendor or as the Vendor may direct by notice to the Purchaser, by bank cheque or in any other form that the parties agree in writing;
	(b)		if the Vendor complies with clause 8.2, pay the Retention Amount to the Escrow Agent to be dealt with by the Escrow Agent in accordance with clause 17;
	(c)		pay the Vendor any amount under clause 14.3;
	(d)		accept from the Vendor an assignment of each of the Contracts, Property Leases and Plant Leases;

	(e)		accept from the Vendor an assignment of each item of Business Intellectual Property and agree to assume responsibility for pursuing the Trade Mark Applications;
	(f)		take possession of the Plant, the Leased Equipment and the Stock; and
	(g)		do and execute all other acts and documents that this Agreement requires the Purchaser to do or execute at Completion.

8.4		Simultaneous Actions at Completion
		In respect of Completion:

	(a)		the obligations of the parties under this Agreement are interdependent; and
	(b)		all actions required to be performed are taken to have occurred simultaneously on the Completion Date.

8.5		Post-Completion Obligations
		If title to any of the Assets is not effectively vested in the Purchaser at Completion, the Vendor acknowledges that it will account to the Purchaser for any benefits it receives in relation to the Assets until title is effectively vested in the Purchaser, unless otherwise provided in this Agreement.
		If a Contract, Property Lease or Plant Lease:

	(a)		is not effectively assigned or novated to the Purchaser at Completion; or
	(b)		cannot be effectively assigned or novated without the consent of a third party and that party does not consent to the assignment or agree to novate that Contract, Property Lease or Plant Lease as the case may be,

		then from Completion, the Vendor acknowledges that it will account to the Purchaser for any benefit it receives in relation to any such Contract, Property Lease or Plant Lease as the case may be and will do all things as may reasonably be required by the Purchaser to ensure the Purchaser receives that benefit.
8.6		Post-Completion Notices
		Each party must immediately give to the other party all payments, notices, correspondence, information or enquiries in relation to the Business or the Assets which it receives after Completion and which belong to the other party.
8.7		Vendor Assistance Following Completion
		For 30 Business Days after Completion, if the Purchaser gives the Vendor or the Covenantors notice (the ‘Assistance Notice’) so requesting, the Vendor and the Covenantors must at their own expense, and must procure that Salvatore Cantone and Giuseppe Cantone:

	(a)		furnish the Purchaser with any information in the possession or control of the Vendor or the Covenantors or Salvatore Cantone (as the case may be) concerning the matters (if any) relating to the Business or its conduct specified in the Assistance Notice, and
	(b)		if so requested in the. Assistance Notice, attend at the Premises to assist the Purchaser to gain knowledge concerning the Business and its conduct and customers at the times specified in the Assistance Notice (being times not earlier than two Business Days after receipt of the Assistance Notice).

8.8		Additional Assistance
		Following the expiry of the period referred to in clause 8.7, the Vendor and the Covenantors and the Purchaser may agree for the assistance contemplated in clause 8.7 to be provided at the Purchaser’s expense.
8.9		Confidentiality by the Vendor Following Completion
		Following Completion, the Vendor and the Covenantors must keep any information relating to the Business and the Assets confidential.

9		Purchase Price Adjustments
9.1		Adjustment for Accrued Entitlements
		The Purchaser is entitled to an adjustment to the Purchase Price at Completion equal to 70% of the value of Accrued Entitlements set out in the document delivered to the Purchaser pursuant to clause 11.4(a) at Completion.
9.2		Stock Adjustment, Trade Receivables Adjustment and Trade Payables Adjustment
		The Purchase Price will be adjusted as follows and subject to clause 9.3 within five Business Days after the last of the Completion Stock Statement, the Completion Trade Receivables Statement and the Completion Trade Payables Statement are finally determined:

	(a)		if the Completion Stock Amount is more than the Stock Target Amount, the Purchaser must pay the Vendor the Stock Surplus Amount;
	(b)		if the Completion Stock Amount is less than the Stock Target Amount, the Vendor must pay the Purchaser the Stock Shortfall Amount;
	(c)		if the Completion Trade Receivables Amount is more than the Trade Receivables Target Amount, the Purchaser must pay the Vendor the Trade Receivables Surplus Amount;
	(d)		if the Completion Trade Receivables Amount is less than the Trade Receivables Target Amount, the Vendor must pay the Purchaser the Trade Receivables Shortfall Amount;
	(e)		if the Completion Trade Payables Amount is more than the Trade Payables Target Amount, the Vendor must pay the Purchaser the Trade Payables Surplus Amount; or
	(f)		if the Completion Trade Payables Amount is less than the Trade Payables Target Amount, the Purchaser must pay the Vendor the Trade Payables Shortfall Amount.

9.3

Set-off and Maximum Amount of Adjustment

	(a)		The Purchaser may set off any amounts payable by the Vendor to the Purchaser under paragraphs 9.2(b), 9.2(d) and 9.2(e) against any amounts payable by the Purchaser to the Vendor under paragraphs 9.2(a), 9.2(c) and 9.2(f).
	(b)		The Vendor may set off any amounts payable by the Purchaser to the Vendor under paragraphs 9.2(a), 9.2(c) and 9.2(f) against any amounts payable by the Vendor to the Purchaser under paragraphs 9.2(b), 9.2(d) and 9.2(e).

(c)

The maximum aggregate amount by the which the Purchase Price may be adjusted under clause 9.2 and which either the Vendor needs to pay to the Purchaser or the Purchaser needs to pay to the Vendor (as the case may be) after applying the set offs in clause 9.3(a) and 9.3(b) is $175,000.

9.4

Customer Rebates Adjustment

(a)

The Vendor must prepare and deliver to the Purchaser no later than 60 calendar days after the Completion Date (and must use reasonable endeavours to do so before this date) a statement (the Completion Customer Rebates Statement):

	(i)		specifying the names and addresses of the persons to whom the Customer Rebates are owed by the Vendor as at the Completion Date;
	(ii)		specifying the relevant contract under which such Customer Rebates were accrued;
	(iii)		specifying the amount owed to each those persons as at the Completion Date the relevant invoice numbers, invoice date, quantity and invoice amounts for each of those persons; and
	(iv)		stating the total amount of all Customer Rebates as at the Completion Date (the Completion Customer Rebates).

	(b)		No later than 60 calendar days after receipt of the Completion Customer Rebates Statement (the Review Period), the Purchaser must complete their review of the Completion Customer Rebates Statement. If the Purchaser disputes the inclusion of any item in the Completion Customer Rebates Statement or the value attributed to any item, the dispute must be referred to the Independent Accountant under clause 24 for a final and binding determination on the parties in all respects, and such determination is made as an independent expert and not as an arbitrator.
	(c)		Within five Business Days after the Completion Customer Rebates Statement is finally determined, the Vendor must pay to the Purchaser the amount (if any) by which the value of the Completion Customer Rebates exceeds $196,040.

9.5		Preparation of Completion Stock Statement
		The Vendor must arrange for the Completion Stock Statement to be prepared as soon as practicable after Completion and delivered to the Purchaser in accordance with clauses 9.6 and 9.7.
9.6		Content of Completion Stock Statement
		The Completion Stock Statement must:

	(a)		specify the quantity of Stock as at the date of the Stocktake;
	(b)		specify the value of Stock as at the date of the Stocktake;
	(c)		state the Completion Stock Amount; and
	(d)		specify the Stock Target Amount.

9.7		Delivery of Completion Stock Statement
		The Vendor must deliver the Completion Stock Statement to the Purchaser no later than 60 calendar days after the Completion Date and will use reasonable endeavours to deliver the Completion Stock Statement before this date.
9.8		Purchasers’ Response to Completion Stock Statement
		No later than 30 calendar days after receipt of the Completion Stock Statement (the Review Period), the Purchaser must complete their review of the Completion Stock Statement. If the Purchaser disputes the inclusion of any item of Stock in the Stock Completion Statement or the value attributed to any item of Stock, the dispute must be referred to the Independent Accountant under clause 24 for a final and binding determination on the parties in all respects, and such determination is made as an independent expert and not as an arbitrator.
9.9		Preparation of Completion Trade Receivables Statement
		The Vendor must arrange for the Completion Trade Receivables Statement to be prepared as soon as practicable after Completion and delivered to the Purchaser in accordance with clauses 9.10 and 9.11.
9.10		Content of Completion Trade Receivables Statement
		The Completion Trade Receivables Statement must:

	(a)		specify the names and addresses of the persons who owe the Trade Receivables to the Vendor as at the Completion Date;
	(b)		specify the amount owing by each of those persons as at the Completion Date, due date and the aging of each Trade Receivable, all calculated in accordance with the Accounting Principles applied on a consistent basis;
	(c)		state the Completion Trade Receivables Amount; and
	(d)		specify the Trade Receivables Target Amount.

9.11		Delivery of Completion Trade Receivables Statement
		The Vendor must deliver the Completion Trade Receivables Statement to the Purchaser no later than 60 calendar days after the Completion Date and will use reasonable endeavours to deliver the Completion Trade Receivables Statement before this date.
9.12		Purchasers’ Response to Completion Trade Receivables Statement
		No later than 30 calendar days after receipt of the Completion Trade Receivables Statement, the Purchaser must complete their review of the Completion Trade Receivables Statement. If the Purchaser disputes the inclusion of any item in the Trade Receivables Completion Statement or the value attributed to any item, the dispute must be referred to the Independent Accountant under clause 24 for a final and binding determination on the parties in all respects, and such determination is made as an independent expert and not as an arbitrator.
9.13		Preparation of Completion Trade Payables Statement
		The Vendor must arrange for the Completion Trade Payables Statement to be prepared as soon as practicable after Completion and delivered to the Purchaser in accordance with clauses 9.14 and 9.15.
9.14		Content of Completion Trade Payables Statement
		The Completion Trade Payables Statement must:

	(a)		specify the names and addresses of the persons to whom the Trade Payables are owed by the Vendor as at the Completion Date;
	(b)		specify the amount owed to each those persons as at the Completion Date calculated in accordance with the Accounting Principles applied on a consistent basis and the relevant invoice numbers, invoice date, quantity and invoice amounts for each of those persons;
	(c)		state the Completion Trade Payables Amount; and
	(d)		specify the Trade Payables Target Amount.

9.15		Delivery of Completion Trade Payables Statement
		The Vendor must deliver the Completion Trade Payables Statement to the Purchaser no later than 60 calendar days after the Completion Date and will use reasonable endeavours to deliver the Completion Trade Payables Statement before this date.
9.16		Purchasers’ Response to Completion Trade Payables Statement
		No later than 30 calendar days after receipt of the Completion Trade Payables Statement, the Purchaser must complete their review of the Completion Trade Payables Statement. If the Purchaser disputes the inclusion of any item in the Trade Payables Completion Statement or the value attributed to any item, the dispute must be referred to the Independent Accountant under clause 24 for a final and binding determination on the parties in all respects, and such determination is made as an independent expert and not as an arbitrator.

10		Stocktake and Stock
10.1		Conduct of Stocktake

	(a)		The Vendor will arrange for a physical stocktake of all of the Stock to be undertaken the day immediately preceding Completion so as to ascertain the value of Stock as at the Specified Time. Representatives of the Purchaser are entitled to be present, and will be invited by the Vendor to be present, at the stocktake to agree and verify the quantity of Stock at the stocktake at each of the Properties.
	(b)		The stocktake must be carried out in a manner consistent with the procedures used in the most recent stocktake (provided in Schedule 11), which comprise of:

	(i)		Pre-stocktake preparation procedures;
	(ii)		Pre-stocktake accounting procedures;
	(iii)		Physical procedures to be adopted during the count; and
	(iv)		Post-stocktake accounting procedures.

(c)

Upon completion of the stocktake, the Vendor will record the quantity of Stock held as at the date of the stocktake on the Completion Stock Statement.

10.2

Value of Stock

(a)

The valuation of Stock as at the date of the stocktake must be carried out in a manner consistent with the Accounting Principles used in the most recent Accounts of the Business on the basis of its landed cost (i.e. including relevant freight costs):

	(i)		less the absorption cost adjustments for financial years ending 30 June 2008 and 30 June 2009 (in the amount of $723,502); and
	(ii)		add the prepayments to suppliers of Stock that are recorded in the trade payables ledger in the accounts of the Vendor as at the Completion Date.

(b)

Upon completion of the valuation, the Vendor will record the value of Stock held as at the date of the stocktake and calculated in accordance with clause 10.2(a) on the Completion Stock Statement.

11		Employees
11.1		Termination of Employment
		The Vendor must at least five Business Days before the Completion Date give notice terminating the employment of each Employee on and from Completion.
11.2		Offer of Employment
		The Purchaser must at least five Business Days before the Completion Date offer the Employees employment in the Business with the Purchaser from and conditional on Completion, on terms no less favourable than those governing that Employee’s employment on the Completion Date. The Vendor will use its reasonable endeavours to assist the Purchaser in obtaining the acceptance of such offers by the Employees. The offer must include the Fair Work Information Statement in accordance with the Fair Work Act 2009 (Cth).
11.3		Terminating Employees
		The Vendor is solely responsible for Terminating Employees and on the Completion Date must pay to each Terminating Employee the amounts (if any) due to that Terminating Employee, whether arising under any agreement, any legislation, any award, or otherwise in respect of:

	(a)		accrued salary, wages, holiday pay and sick leave;
	(b)		accrued entitlements to long service leave; and
	(c)		any other remuneration or entitlement arising out of employment or its termination,

and the Vendor must indemnify the Purchaser against any Loss or Claim against the Purchaser:

	(d)		in respect of the entitlements of the Terminating Employees set out above; and
	(e)		otherwise in respect of the Employees to the extent that the Loss or Claim relates to the period before Completion.

11.4		Transferring Employees
		In relation to the Transferring Employees:

(a)

the Vendor must deliver to the Purchaser at Completion a document setting out full details in respect of each Transferring Employee of all Accrued Entitlements as at the Completion Date. For the avoidance of doubt, the Accrued Entitlements exclude any entitlements in respect of which a payment has been made by the Vendor to a Transferring Employee under clause 11.4(b)(ii);

(b)

the Vendor must pay to each of the Transferring Employees all amounts to which that Transferring Employee is entitled on termination of employment on the Completion Date by law or under any award, agreement or arrangement, including:

	(i)		wages, salary or allowances; and
	(ii)		if required by the Transferring Employee:

	(A)		accrued but untaken annual leave; or
	(B)		accrued but untaken long service leave;

	(c)		from Completion, the Purchaser is solely responsible for the Transferring Employees; and
	(d)		the Purchaser must from Completion treat the Transferring Employees and deal with all their entitlements as if each entitlement had been accrued by the relevant Transferring Employee while in the employment of the Purchaser, provided that if the Vendor has made a payment to a Transferring Employee under clause 11.4(b), the Purchaser’s obligations to that Transferring Employee for future benefits to which that payment relates will only be in respect of actual service with the Purchaser from the Completion Date,

		and the Purchaser must indemnify the Vendor against each Loss or Claim against the Vendor in respect of the Transferring Employees relating to the period after Completion or in respect of which the Vendor has paid or allowed an amount to the Purchaser in accordance with this clause.
		The Purchaser will from Completion Date assume liability for each Transferring Employee’s accrued entitlements to holiday pay, long service leave, sick leave and any other remuneration or entitlement arising out of employment other than in respect of the entitlement to an extent a payment was made in respect of that entitlement by the Vendor under clause 11.4(b).
11.5		Pre-Paid Salaries
		The Purchaser must pay to the Vendor at Completion an amount equal to the total amount of wages and salaries paid by the Vendor to the Transferring Employees in respect of any period after Completion.
11.6		Further Indemnity
		Without limitation to the generality of any other provisions of this Agreement, the Vendor must indemnify, and keep indemnified, the Purchaser in respect of any workers’ compensation and common law claims in relation to any Transferring Employee arising (whether wholly or partially) from service prior to the Completion Date.
12		Assumed Liabilities
12.1		Pre-Completion Creditors
		Subject to clause 12.5, the Vendor is solely responsible for and must pay, satisfy and discharge in the proper time all debts and liabilities in respect of the Business incurred or relating to the period before Completion (except any incurred by the Purchaser) other than the Assumed Liabilities at Completion and must indemnify the Purchaser in relation to those debts and liabilities.

12.2		Assumed Liabilities
		The Purchaser shall, subject to and with effect from the Completion Date:

	(a)		assume, perform and discharge the Assumed Liabilities; and
	(b)		indemnify and keep indemnified the Vendor against the Assumed Liabilities.

12.3		Income and Expenses
		Until Completion the Vendor is entitled to the income, profits, rights and benefits of the Business, and must bear all outgoings and expenses of the Business, but on and from Completion the Purchaser is entitled to the income, profits, rights and benefits of the Business and must bear all outgoings and expenses of the Business.
12.4		Payment of Post Completion Liabilities by Vendor
		Where the Vendor has before Completion paid any amount of outgoings or expenses in connection with the Business which relates to a period after Completion and has given notice specifying those payments to the Purchaser before Completion, the Purchaser must pay the Vendor that amount at Completion to the extent that it, relates to the period after Completion.
12.5		Allowance of Pre-Completion Liabilities
		Where the Purchaser accepts liability in respect of an outgoing or expense in connection with the Business for a period before Completion and the Vendor has not paid that outgoing or expense, the Vendor must at Completion either:

	(a)		pay to the Purchaser the amount of that liability; or
	(b)		allow the amount of that liability to the Purchaser against the Purchase Price.

13		Contracts and Property Leases
13.1		Assignment of Contracts and Property Leases
		On Completion the Vendor:

	(a)		assigns to the Purchaser; and
	(b)		if required by the Purchaser by notice to the Vendor before Completion, must ensure the novation to the Purchaser of,

each of the Contracts and the Property Leases and the rights and obligations of the Vendor under each of the Contracts and Property Leases.

13.2		Consent
		The Vendor agrees to use its best endeavours to obtain the consent of the other parties to the Contracts and the Property Leases to the assignment or novation of the Contracts and the Property Leases to the Purchaser. If the consent or agreement of any party is required to the assignment of any Contract or the Property Leases, this agreement does not constitute an assignment of that Contract or the Property Lease until that consent or agreement is obtained.
13.3		Purchaser’s Indemnity
		The Purchaser must indemnify the Vendor against each Loss or Claim against the Vendor arising from or in connection with any breach or non-performance after Completion by the Purchaser of any provision of any Contract or Property Lease assigned or novated under clause 13.1.

13.4		Vendor’s Indemnity
		The Vendor must indemnify the Purchaser against each Loss or Claim against the Purchaser arising from or in connection with any breach or non-performance by the Vendor of any provision of any Contract or Property Lease on or before Completion.
13.5		Security Deposits and Payments on Account
		Where before Completion the Vendor has received any deposits or amounts either:

	(a)		as security deposits in respect of a person’s obligation under a Contract which has not been fulfilled on or before Completion; or
	(b)		on account from any person in respect of any obligation to the Vendor under a Contract which has not been fulfilled on or before Completion,

		those deposits and amounts must be transferred by the Vendor to the Purchaser at Completion and the Vendor will have no further right to or in respect of any of the deposits and amounts after Completion.
14		Plant Leases
14.1		Assignment of Plant Leases
		The Vendor agrees to use its best endeavours to obtain any necessary consent or agreement to enable it to assign each Plant Lease to the Purchaser.
14.2		Payments after Completion
		From Completion, the Purchaser must make all payments becoming due after Completion under the terms of the Plant Leases and otherwise comply with their terms.
14.3		Pay out of Plant Leases
		If the Vendor cannot obtain the necessary consent to enable it to assign a Plant Lease to the Purchaser, the Vendor must use reasonable endeavours to pay out that Plant Lease. On Completion, the Purchaser must pay the Vendor all costs, charges and expenses incurred in connection with the early termination of the Plant Leases. Following the payment, the Vendor must sell the Leased Equipment which is the subject of that Plant Lease to the Purchaser and the Purchaser must purchase that Leased Equipment at a price equal to the settlement sum paid by the Vendor to the lessor or, if less, the fair market value of the Leased Equipment as determined by agreement between the Vendor and the Purchaser. Failing agreement, the price is to be determined by the Independent Accountant and clause 24 applies with the necessary changes.
14.4		Time of Payment
		The purchase price for the payout of Leased Equipment which is the subject of the Plant Leases under clause 14.3 must be paid on the later of:

	(a)		Completion; or
	(b)		seven days after the purchase price for the Leased Equipment subject to that Plant Lease is ascertained.

For the purposes of this Agreement, except for the provisions relating to the Purchase Price, that Leased Equipment is taken to form part of the Plant.

14.5		Indemnity from Purchaser
		The Purchaser indemnifies the Vendor for any Claims or Loss arising from, or incurred in connection with:

	(a)		a breach by the Purchaser of clause 14.2; or
	(b)		any residual liability arising as a result of the assignment of each of the Plant Leases.

15		Warranties
15.1		Warranties by Vendor and Covenantors
		The Vendor and Covenantors warrant to the Purchaser that each of the statements set out in Schedule 7 (except to the extent that such matter is disclosed in the Disclosure Material) is true and accurate, both at the date of the Option Deed, this Agreement and at the Completion Date (except that where a Warranty refers to only one of those dates, that Warranty is given only as at that date).
15.2		Indemnity by Vendor and Covenantors
		The Vendor and Covenantors must indemnify the Purchaser against:

	(a)		any Loss or Claim against the Purchaser to the extent that the Loss or Claim arises from or is connected with any breach of any Warranty or of any other term of this Agreement;
	(b)		any Loss or Claim incurred by the Purchaser because the Business or any of the Assets was worth less than it would have been worth had there been no breach of that Warranty; and
	(c)		any Taxes which may be incurred by the Purchaser arising from the performance by the Vendor and Covenantor of its obligations under this clause 15.2.

15.3		Duration of Warranties
		The Warranties and the provisions of clause 15.1 and 15.2 remain in full force and are binding notwithstanding Completion until the date which is 12 months after the expiry of the Vendor’s obligations under clause 8.7 and, where before that date the Purchaser gives the Vendor or Covenantor notice of a Claim for a breach of a Warranty, that Warranty does not cease on that date and continues after that date to the extent required to enable the Purchaser to prosecute that Claim.
15.4		Minimum quantum of Claims
		The Purchaser may not make a Claim against the Vendor or Covenantors for a breach of any Warranty under this Agreement unless the value of a Claim in respect of a particular matter or in respect of a number of similar or related matters taken together exceeds $50,000, and the aggregate of all those Claims exceeds or has already exceeded $150,000, in which event the Purchaser may make a Claim for the whole amount.
15.5		Maximum Liability
		The maximum aggregate liability of the Vendor and Covenantors for Claims made by the Purchaser for any breach of Warranty under this Agreement (other than for a breach of the Title Warranties or Authority Warranties) and all other Claims under this Agreement (other than a Claim in respect of the breach of clause 18 and

		indemnities in clause 16.2) is an amount, expressed in Australian dollars, equivalent to 25% of the Purchase Price.
		The maximum aggregate liability of the Vendor and Covenantors for Claims made by the Purchaser for a breach of the Title Warranties or Authority Warranties under this Agreement is an amount, expressed in Australian dollars, equivalent to 100% of the Purchase Price.
15.6		Separate Warranties
		Each Warranty is a separate Warranty and its meaning is not affected by any other Warranty.
15.7		Purchaser’s Warranties
		The Purchaser warrants and represents to the Vendor that, at the date of the Option Deed, this Agreement and at the Completion Date:

	(a)		the execution and delivery of this Agreement has been properly authorised by all necessary corporate action of the Purchaser;
	(b)		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;
	(c)		this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms by appropriate legal remedy; and
	(d)		this Agreement and Completion do not conflict with or result in a breach of or default under any provision of its Constitution or any material term or provision of any agreement or deed or any writ, order or injunction, judgement, law, rule or regulation to which it is a party or is subject or by which it is bound.

15.8		Disclosures
		The Vendor and Covenantors are not liable to make any payment (whether by way of damages or otherwise) for any breach of any Warranty to the extent that the breach is based on any fact, matter or circumstance:

	(a)		provided for in this Agreement;
	(b)		fully and accurately disclosed in any Disclosure Material provided by the Vendor or Covenantors to the Purchaser;
	(c)		within the actual knowledge on or before the date of the Option Deed of the officers or employees of the Purchaser directly involved in the due diligence in relation to, or implementation of, the transactions contemplated by this Agreement;
	(d)		which would have been disclosed to the Purchaser had the Purchaser conducted searches five Business Days prior to the date of the Option Deed of records open to public inspection in Australia (including records maintained by any Governmental Agency); or
	(e)		fully and accurately disclosed by the Vendor or the Covenantors to the Purchaser between the date of the Option Deed and Completion, but only to the extent such fact, matter or circumstance:

(i)

has first arisen in the period between the date of the Option Deed and Completion; and

	(ii)		is in relation to the Vendor’s relationship with the customers of the Business; and
	(iii)		was outside of the reasonable control of the Vendor or the Covenantors.

15.9		Conditions of payment and Claims for breach
		Despite any other provision of this Agreement, each of the following applies in respect of this Agreement:

	(a)		(Notice of Claims) Subject to clause 15.8, the Vendor and Covenantors are 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 Vendor or Covenantors (setting out reasonable details, circumstance or matter giving rise to the breach, the nature of the breach and the Purchaser’s calculation of the loss suffered) 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 twelve (12) months after the expiry of the obligations of the Vendor in clause 8.7;
	(b)		(Actions of the Purchaser) The Vendor’s and Covenantors’ 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 after Completion by or on behalf of the Purchaser;
	(c)		(Credit) If after the Vendor or Covenantors (as the case may be) have 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 then the Purchaser must immediately repay to the Vendor or Covenantors a sum corresponding to the amount of the payment or (if less) the amount of the benefit or credit after deduction of all reasonable costs and expenses of the recovery incurred by the Purchaser;
	(d)		(Change in law or interpretation) The Vendor and Covenantors will not be liable to make any payment (whether by way of damages or otherwise) for any breach of any Warranty:

	(i)		where the breach is as a result of any legislation not in force at the date of the Option Deed including legislation which takes effect retrospectively;
	(ii)		where the breach is as a result of or in respect of a change in the judicial interpretation of the law in any jurisdiction after the date of the Option Deed; or
	(iii)		where the breach is as a result of or in respect of a change in the administrative practice of any Governmental Agency after the date of the Option Deed including any change which takes effect retrospectively.

15.10		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, the Purchaser must do each of the following:

	(a)		promptly give the Vendor or Covenantors reasonable details of the fact, circumstance or matter giving rise to the breach, the nature of the breach and the Purchaser’s calculation of the loss suffered and any reasonable details of further related information of which the Purchaser becomes aware;
	(b)		until it notifies the Vendor or Covenantors in accordance with paragraph 15.10(a), take reasonable steps to mitigate any loss which may give rise to a claim against the Vendor or Covenantors for breach of any Warranty;
	(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 approval of the Vendor or Covenantors (such approval not to be unreasonably withheld or delayed);
	(d)		give the Vendor and Covenantors and their 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 Vendor or Covenantors and their professional advisers to examine the personnel, premises, chattels, accounts, documents and records and to take copies or photographs of them at the Vendor’s or Covenantors’ expense;

(e)

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

		the Vendor or Covenantors will indemnify the Purchaser against any Loss or Claim incurred by the Purchaser in respect of action taken by the Purchaser at the direction of the Vendor or Covenantors under paragraph 15.10(e) and in respect of any Loss or Claim incurred in complying with its obligations under clause 15.10(d).
15.11		Proceedings in respect of a Claim
		Unless the Vendor or Covenantors otherwise agree, any Claim by the Purchaser against the Vendor or Covenantors 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 Covenantors within twelve (12) months of the service of the notice of such Claim on the Vendor or Covenantors and for this purpose legal proceedings will not be deemed to have been commenced unless they have been properly issued and validly served upon the Vendor or Covenantors (as the case may be).
15.12		Taxation Offset
		In calculating the Liability of the Vendor or Covenantors for any breach of any Warranty, account must be taken of the amount by which any Tax for which the Purchaser, the Business or any of them is now or in the future accountable or liable to be assessed, is reduced or extinguished as a result of the matter giving rise to such Liability.

15.13		Remedies for breach of Warranty
		The Purchaser acknowledges that its sole remedy for a breach of a Warranty which occurs after Completion is damages.
15.14		No Liability where breach
		Without limiting the operation of any other provision of this Agreement, the Liability of the Vendor or Covenantors in respect of any breach of any Warranty will be reduced or extinguished to the extent the Vendor’s or Covenantors’ position is prejudiced or compromised by any material breach by the Purchaser of any provision of this Agreement.
15.15		System 77

	(a)		The Vendor and the Covenantors warrant to the Purchaser that, at the date of the Option Deed, this Agreement and the Completion Date the Vendor has the right to use System 77 until its expiry on 31 December 2010 in relation to the Business.
	(b)		Until the date which is the earlier of 31 December 2010 and when the Purchaser has fully implemented its own system to replace System 77, the Vendor and the Covenantors agree to procure that System 77 is available for use by the Purchaser and will indemnify the Purchaser for any licensing and support costs that may be reasonably required to maintain System 77 and to make it available for use by the Purchaser in its current form, provided that such costs do not result directly or indirectly from the Purchaser’s customisation or changes to System 77.

16		Product liability
16.1		Product warranty
		Subject to clause 16.2, the Purchaser agrees to comply with any warranty given by the Vendor to a customer of the Business in respect of a product provided to that customer by the Vendor before Completion.
16.2		Indemnity by Vendor and Covenantors
		Subject to Completion occurring, the Vendor and the Covenantors indemnify the Purchaser against any Loss or Claim against the Purchaser to the extent that the Loss or Claim arises from or is connected with:

	(a)		any warranty obligations assumed by the Purchaser under clause 16.1; or
	(b)		any products provided to customers by the Vendor before Completion.

16.3		Minimum Threshold
		The Vendor and the Covenantors are only liable under clause 16.2(a) for the first $25,000 of the value of the aggregate of all Product Warranty Claims and any amount by which the value of the aggregate of all Product Warranty Claims exceeds $50,000.
16.4		Products Sold by the Purchaser

(a)

The Purchaser must within 60 Business Days of Completion implement a strict process accompanied by detailed guidelines which will identify the products sold by the Purchaser to distinguish them from the products sold by the Vendor before Completion. This process is to be determined in

			consultation with the Vendor and ultimately subject to the Vendor’s approval (such approval not to be unreasonably withheld).
	(b)		For the period of five years following Completion, the Purchaser will allow the Vendor reasonable access to the Purchaser’s business premises on reasonable notice and during normal business hours for the sole purpose of the Vendor verifying the Purchaser’s compliance with the process established under clause 16.4(a).

16.5

Dealing with Product Warranty Claims

	(a)		In dealing with any Product Warranty Claims under this clause 16, the Purchaser agrees to take all steps to mitigate any potential Loss and where the Claim is considered material by the Purchaser (acting reasonably), the Purchaser shall not make any admission of liability, agreement or compromise without first consulting with and obtaining the approval of the Vendor.
	(b)		Following Completion, the Purchaser will implement a process for recording the costs of satisfying Product Warranty Claims which include the costs of labour, materials and freight, overhead allocation, and any other related costs including the cost of replacement product. Such process is to be approved by the Vendor (such approval not to be unreasonably withheld). Any recoveries of salvaged components or products the subject of the Product Warranty Claims that are saleable will be set off against the cost to determine the net warranty expense for a Product Warranty Claim. Following Completion, if there is any Product Warranty Claim in any quarter, the Purchaser will, on request by the Vendor, provide the Vendor a report detailing the costs of Product Warranty Claims.

16.6

Insurance Policies

(a)

The Covenantors must procure that on or before the Completion Date the Vendor obtains and thereafter maintains, and the Vendor must on or before the Completion Date obtain and thereafter maintain at its own cost, for five years after the Completion Date (provided the cover is not Uninsurable) a comprehensive products liability policy written on an ‘occurrence’ basis on terms reasonably acceptable to the Purchaser to cover all sums which the Vendor may become legally liable to pay as compensation to any person consequent upon:

	(i)		the death of, or bodily injury (including disease or illness) to, any person; and
	(ii)		the loss of, or damage to, any property,

			arising out of or in connection with the products sold by the Vendor before or on the Completion Date (“Policy”).
			Without limitation of the previous paragraph of this clause 16.6(a), the Policy must not, upon its terms, extend protection to anyone else apart from the Vendor without the prior written consent of the Purchaser.
	(b)		The:

	(i)		limit of liability provided by the Policy in respect of product liability must be not less than $20 million for any one occurrence and in the annual aggregate; and
	(ii)		excess must not be more than $25,000 for any one occurrence.

	(c)		The Policy must be placed with an insurer which has an insurer financial strength rating of not less than “A-” or equivalent from Standard & Poors or another internationally recognised rating agency.
	(d)		The Vendor and the Covenantors agree not to take any action, and must use their best endeavours to ensure that no third person takes any action, to wind up or deregister the Vendor during the period it is entitled to be indemnified under the Policy and the Predecessor Policies in respect of any covered occurrences under the Policy and any Predecessor Policy including, for the avoidance of doubt, the period up until the later of:

	(i)		any and all claims that it has made upon, or subsequently makes upon, the Policy and any of its Predecessor Policies (or either) have either been settled or proceedings in respect of such claims can no longer be prosecuted by reason of being time barred under applicable statutes of limitation; or
	(ii)		proceedings in respect of covered occurrences under the Policy and the Predecessor Policies (or either) can no longer be prosecuted by reason of being time barred under applicable statutes of limitation.

(e)

The Vendor must not, and the Covenantors must procure that the Vendor does not, do or suffer to be done or fail to do or suffer to fail to be done, anything that would cause the Policy and any Predecessor Policy to be:

	(i)		prejudiced or unavailable (including, pursuant to a partial or complete commutation of the insurance) or (in relation to the Policy) not available at reasonable commercial rates and on market terms; or
	(ii)		(without limitation of clause 16.6(e)(i)) vitiated or rendered void, voidable or cancelled.

	(f)		On request by the Purchaser, the Vendor must provide a copy of a certificate of currency for the Policy and evidence of its terms (including, if required by the Purchaser a certified copy of the Policy).
	(g)		The Vendor must:

(i)

notify the Purchaser immediately:

	(A)		of any cancellation of the Policy or avoidance of the Policy and any Predecessor Policy (or either);
	(B)		of any change to the terms of the Policy and any Predecessor Policy (or either); and
	(C)		if the Policy lapses; and

(ii)

use its best endeavours (including paying a reasonable additional premium) to reinstate the Policy if its cancelled or lapses or is modified in a manner which reduces the protection provided to the Vendor.

(h)

The Vendor must at its own cost diligently pursue and take all necessary and appropriate steps to enforce the Vendor’s rights of recovery under all available insurance policies including the Policy and any Predecessor Policy

in relation to any liability or potential liability to pay compensation to any person consequent upon:

	(i)		the death of, or bodily injury (including disease or illness) to, any person; and
	(ii)		the loss of, or damage to, any property,

arising out of or in connection with the products sold by the Vendor before or on the Completion Date.

Without limitation of the preceding paragraph of this clause 16.6(h), the Vendor will, upon request by the Purchaser and at the Vendor’s own cost, provide all reasonable assistance to enable the Purchaser or its insurers (as far as possible) to exercise and enjoy the Vendor’s rights against any insurer, including the insurer/s of the Policy and of Predecessor Policies (or either), in relation to a liability or potential liability referred to in the preceding paragraph.

(i)

In this clause 16.6 ‘Predecessor Policy’ means a comprehensive products liability insurance policy, the period of insurance of which has expired prior to the Completion Date but which has not been discharged by performance or otherwise prior to the Completion Date and which provides insurance cover in respect of sums which the Vendor may become legally liable to pay as compensation to any person consequent upon:

	(i)		the death of, or bodily injury (including disease or illness) to, any person; and
	(ii)		the loss of, or damage to, any property,

arising out of or in connection with the products sold by the Vendor.

16.7		Indemnity by the Purchaser
		The Purchaser indemnifies the Vendor and the Covenantors against any Loss or Claim in respect of product warranties or product liabilities which may be brought against the Vendor and the Covenantors to the extent that the Loss or Claim arises from or is connected with:

	(a)		any warranty obligations relating to the products manufactured and supplied by the Purchaser after Completion; or
	(b)		any products provided to customers by the Purchaser after Completion.

16.8		Relevant Products
		During the period of five years after Completion, the Vendor and the Covenantors must indemnify the Purchaser for the amount of the excess (otherwise referred to as the deductible) payable by the Purchaser under its product liability insurance policy in respect of any claim relating to the Relevant Products and arising directly as a result of the Relevant Stock forming part of such Relevant Products.
17		Retention Amount
17.1		Escrow Agent
		The Escrow Agent must hold the Retention Amount on behalf of the Vendor and the Purchaser in an interest bearing deposit account with a bank (within the meaning of the Banking Act 1958 (Cth)) and deal with it in accordance with this clause 17.

17.2		Payment of Resolved Claims from Retention Amount
		If by the Retention Expiry Date, the Purchaser has made or commenced any Warranty and indemnity Claims and such Warranty and Indemnity Claims are Resolved Claims, the Escrow Agent must pay to the Purchaser such an amount as is payable to the Purchaser by the Vendor or the Covenantors in connection with a Resolved Claim together with any accrued interest on that amount from the Completion Date within five Business Days after the relevant Resolved Claim was resolved.
17.3		Unresolved Claims at Retention Expiry Date
		If by the Retention Expiry Date the Purchaser has made or commenced any Warranty and Indemnity Claim which remains an Unresolved Claim at the Retention Expiry Date, then an amount equal to the Aggregate Claimed Amount together with any accrued interest on that amount as at the Retention Expiry Date shall be retained by the Escrow Agent and dealt with in accordance with clause 17.5.
17.4		Retention Expiry Date
		Within five Business Days of the Retention Expiry Date the Escrow Agent must pay to the Vendor the amount (if any) equal to the amount by which the Remaining Retention Amount as at the Retention Expiry Date together with any accrued interest on that amount exceeds the Aggregate Claimed Amount as at the Retention Expiry Date retained in accordance with clause 17.3.
17.5		Resolved Claims after Retention Expiry Date

	(a)		If an Unresolved Claim becomes a Resolved Claim following the Retention Expiry Date, within five Business Days of the date of the resolution of the Resolved Claim, the Escrow Agent must pay to the Purchaser the amount (if any) due to the Purchaser pursuant to the terms of resolution of the Resolved Claim together with any accrued interest on that amount.
	(b)		if at any time following the Retention Expiry Date there are no Unresolved Claims remaining, the Escrow Agent must pay to the Vendor the balance (if any) of the Remaining Retention Amount within five Business Days of the Last Resolved Claim being resolved.

17.6		Insufficient funds in Retention Amount to meet Claims
		If any amount deducted from the Retention Amount together with any accrued interest on the Retention Amount pursuant to this clause 17 is insufficient to meet the sums claimed by the Purchaser in respect of any Warranty and Indemnity Claim, then the Purchaser shall retain its rights to recover the amount by which the claimed sums exceed the amount of the Retention Amount together with any accrued interest on the Retention Amount, as appropriate but subject to any limits on its ability to pursue those Warranty and Indemnity Claims elsewhere in this Agreement. The Escrow Agent is only required to make payments under this clause 17 to the extent of the Remaining Retention Amount.
18		Restraint
18.1		Clause 18 Definitions
		In this clause 18 (and any other provision of this Agreement which relates to this clause or its subject matter), unless the context requires:

		“Restraint Area” means each of the areas described in Part 2 of Schedule 8 separately;
		“Restrained Business” means a business or operation similar to, or competitive with, the Business and, without limitation, includes each of the businesses described in Part 1 of Schedule 8 separately; and
		“Restraint Period” means each of the periods described in Part 3 of Schedule 8 separately.
18.2		Restraint Obligation
		Except as permitted by clause 18.3 and subject to Completion occurring, the Vendor and the Covenantors must not, and must ensure that the Key Employees, and each of the Vendor’s, Covenantors’ and Key Employees’ respective Associated Persons do not, during the maximum allowed Restraint Period in the maximum allowed Restraint Area:

	(a)		promote, participate in, operate or engage in (whether on its own account or in partnership or by joint-venture); or
	(b)		be concerned or interested (directly or indirectly, or through any interposed body corporate, trust, principal, agent, employee, shareholder, director, manager, beneficiary adviser or financier, or as an independent contractor, consultant or in any other capacity) in,

any of the Restrained Businesses or any material part of them.

18.3		Permitted Involvement
		Clause 18.2 does not prevent the Vendor, the Covenantors or the Key Employees, together with any of their respective Associated Persons, being the holders in aggregate of less than ten percent of the issued shares or units of a body corporate or unit trust listed on a stock market conducted by ASX Limited (the Australian Securities Exchange).
18.4		Non-Interference
		On and from Completion, the Vendor and the Covenantors must not, and must ensure that the Key Employees, and each of the Vendor’s, Covenantors and Key Employees’ respective Associated Persons, do not, during each Restraint Period:

	(a)		solicit, canvas or secure the custom of a person who is at Completion, or was within 12 months before Completion, a customer of the Business or the Vendor in connection with the Business;
	(b)		represent itself as being in any way connected with, interested in or associated with the Business (except as its proprietor before Completion) or any Business conducted by the Purchaser;
	(c)		itself or by any of its agents or servants, disclose or use to advantage or to the disadvantage of the Purchaser:

	(i)		the name of any customer of the Business or of the Vendor in relation to the Business; or
	(ii)		any of the trade secrets, secret or confidential operations, processes or dealings of, or any confidential information relating to, the Business or its organisation, finances, transactions, customers or affairs; or

(d)

solicit, employ or engage the services of any Transferring Employee or any other person who becomes an employee of the Purchaser in connection with the Business other than as a result of that person responding to an advertisement for services for a business not classified as a Restrained Business.

18.5		Independence of Restraints
		Each of the restraint obligations imposed by clause 18.2 (which results from the different combinations of Restrained Businesses, Restraint Periods and Restraint Areas) is a separate, severable and independent obligation from the other restraint obligations imposed (although they are cumulative in effect).
18.6		Reasonableness of Restraint
		The Vendor and the Covenantors agree that each of the restraint obligations imposed by clause 18.2 is reasonable in its extent (as to all of duration, geographical area and restrained conduct) having regard to the interests of each party to this Agreement and extends no further (in any respect) than is reasonably necessary and is solely to protect the Purchaser as purchaser of the Business in respect of the goodwill of the Business.
		If any restraint obligation is judged to go beyond what is reasonable in the circumstances and necessary to protect the goodwill of the Business but would be judged reasonable if any Restrained Business were deleted or a Restraint Period or a Restraint Area were reduced, then the Restraint applies with that activity deleted or period or area reduced so as to make the Restraint reasonable in the circumstances.
19		Costs and Stamp Duty
19.1		Costs Generally
		Except to the extent specified in clause 19.2 each party must bear and is responsible for its own costs in connection with the preparation, execution, Completion and carrying into effect of this Agreement.
19.2		Stamp Duty Generally
		The Purchaser must bear and is responsible for all stamp duty on or in respect of:

	(a)		this Agreement;
	(b)		the sale, purchase, assignment or transfer of any property under this Agreement; and
	(c)		any instrument or transaction contemplated by this Agreement.

20		Termination
20.1		Events of Default
		An event of default occurs where:

	(a)		a Party breaches any provision of this Agreement and fails to rectify that breach within seven days after written notice of that breach is given to that party by the other Party requesting that the breach be remedied; or
	(b)		a Party has:

	(i)		an application presented against it, an order made, a resolution passed or a meeting summoned or convened for the purpose of considering a resolution for its winding up;
	(ii)		a receiver, or receiver and manager, appointed over its assets or undertaking any part of them;
	(iii)		any execution or other process of any court or authority issued against or levied upon any of its assets;
	(iv)		ceased to pay its debts or suspended payment generally or has ceased or threatened to cease to carry on its business or become insolvent or be presumed by the court to be insolvent within the meaning of section 459C of the Corporations Act;
	(v)		an administrator, trustee, liquidator or provisional liquidator appointed for all or any part of its assets or undertakings; or
	(vi)		entered into or resolved to enter into an arrangement, composition or compromise with, or assignment for the benefit of its creditors generally or any class of creditors or proceedings are commenced to sanction such an arrangement, composition or compromise other than for the purposes of a bona fide scheme of solvent reconstruction or amalgamation; or
	(vii)		a meeting of its directors, shareholders or creditors convened, summoned or held for the purpose of considering or agreeing to any resolution for the winding up or administration of that Party.

20.2		Consequences of Default
		If an event of default occurs in respect of a Party, the other Party may, by serving written notice of the defaulting party, do any or all of the following:

	(a)		terminate this Agreement; and
	(b)		take action, either at law or in equity, to enforce the performance of the defaulting party’s obligations or to recover damages for breach.

		Clauses 3, 19.1, 20.2, 22.7 and 23 and other obligations which are expressed to survive termination of this Agreement survive termination of this Agreement under this clause.
20.3		Purchaser’s Termination Right

(a)

If the Vendor or the Covenantors disclose (or purport to disclose) any fact, matter or circumstance under clause 15.8(e) then:

	(i)		unless the Vendor and the Purchaser agree to an adjustment to the Purchase Price to take account of that fact, matter or circumstance, within five Business Days of disclosure, the Purchaser may in its absolute discretion terminate this Agreement by written notice to the Vendor; and
	(ii)		the parties agree that notwithstanding anything else in this Agreement any obligation on the Purchaser to complete under this Agreement is deferred for such period up to 15 Business Days as may be notified by the Purchaser to the Vendor after having received written notice of a disclosure (or purported disclosure) under clause 15.8(e).

	(b)		Clauses 3, 19.1, 20.3, 22.7 and 23 and other obligations which are expressed to survive termination of this Agreement survive termination of this Agreement under this clause.
	(c)		If this Agreement is terminated under this clause 20.3 the Deposit and all interest on it must be paid to the Purchaser and the parties must immediately direct the Escrow Agent accordingly.

21		Notices
21.1		Method of Giving Notices
		A notice, consent, approval or other communication (each a ‘Notice’) under this Agreement signed by or on behalf of the person giving it, addressed to the person to whom it is to be given and:

	(a)		delivered to that person’s address;
	(b)		sent by pre-paid mail to that person’s address; or
	(c)		transmitted by facsimile to that person’s address.

21.2		Time of Receipt
		A Notice given to a party in accordance with clause 21.1 is treated as having been given and received:

	(a)		if delivered to that person’s address on the day of delivery if a Business Day, otherwise on the next following day;
	(b)		if sent by pre-paid mail, on the third Business Day after posting; and
	(c)		if transmitted by facsimile to a person’s address and a correct and complete transmission report is received, on the day of transmission if a Business Day, otherwise on the next following Business Day.

21.3		Address of Parties
		For the purposes of this clause 21, the address of a party is the address set out below or another address of which that person may from time to time give notice to each other person:

		Vendor:
		Attention:		Mr Michelangelo Cantone
		Address:		638 Casella Place, Kewdale, Perth
		Facsimile:		+61 8 9353 1156
		Purchaser:
		Attention:		Chief Financial Officer
		Address:		465 Railroad Avenue, Camp Hill, Pennsylvania 17011 United States of America
		Facsimile:		+1 717-303-2576 and +1 717-303-2509

22		General
22.1		Amendment
		This Agreement may only be amended or supplemented in writing, signed by the parties.
22.2		Waiver
		The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.
22.3		Liability of Parties
		If two or more parties are included within the same defined term in this Agreement:

	(a)		a liability of those persons under this Agreement is a joint liability of all of them and a several liability of each of them;
	(b)		a right given to those parties under this Agreement is a right given severally to each of them; and
	(c)		a representation, warranty or undertaking made by each of them is made by each of them in respect of itself.

22.4		Entire Agreement
		This Agreement and the Escrow Deed is the entire agreement of the parties on the subject matter. The only enforceable obligations and liabilities of the parties in relation to the subject matter are those that arise out of the provisions contained in this Agreement and the Escrow Deed. All representations, communications and prior agreements in relation to the subject matter are merged in and superseded by this Agreement.
22.5		Severability
		Any provision in this Agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the validity or enforceability of that provision in any other jurisdiction or the whole agreement.
22.6		Assignment before Completion
		Before Completion, no Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of all the other Parties.
22.7		Remedies cumulative
		The rights and remedies provided in this Agreement are in addition to other rights and remedies given by law independently of this Agreement.
22.8		Rights and obligations are unaffected
		Rights given to the parties under this Agreement and the parties’ liabilities under it are not affected by anything which might otherwise affect them by law.

22.9		No Merger
		No provision of this Agreement merges on or by virtue of Completion.
		It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this Agreement.
22.10		Further Assurance
		Each party must at their own expense do, sign, execute and deliver and must ensure that each of its employees and agents does, signs, executes and delivers, all deeds, documents, instruments and acts reasonably required of it or them by notice from another party effectively to carry out and give full effect to this Agreement and the rights and obligations of the parties under it, both before and after Completion.
22.11		Counterparts
		This Agreement may be executed in any number of counterparts and all of those counterparts taken together constitute one and the same instrument.
22.12		Attorneys
		Each attorney who executes this Agreement on behalf of a Party declares the attorney has no notice of the revocation or suspension of the power of attorney by the grantor or in any manner of the power of attorney under the authority of which the attorney executes this Agreement and has no notice of the death of the grantor.
23		Law and Jurisdiction

23.1		Governing Law
		This Agreement is governed by the law in force in Western Australia.
23.2		Submission to Jurisdiction
		The parties submit to the non-exclusive jurisdiction of the courts of Western Australia and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement.
24		Dispute Resolution Procedure

	(a)		Any disputed matter referred to the Independent Accountant must be resolved in accordance with the procedure set out in this clause.
	(b)		The disputed matter must be referred to the Independent Accountant by written submission which must include copies of relevant documentation relating to the dispute and reference to the relevant provisions of the Agreement.
	(c)		The Independent Accountant must be instructed to finish its determination as soon as practicable and in any event no later than 20 Business Days after its appointment (or other period agreed by the Vendor and the Purchaser).
	(d)		The Vendor and the Purchaser must promptly supply the Independent Accountant with any information, assistance and co-operation requested in writing by the Independent Accountant in connection with its determination. All correspondence between the Independent Accountant and a party must be copied to the other parties.

	(e)		The Independent Accountant will determine the procedures for settlement of the disputed matter.
	(f)		The Independent Accountant shall act as an independent expert and not an arbitrator. The Independent Accountant’s decision will be conclusive, final and binding on the parties (except in the case of manifest error).
	(g)		The costs of the Independent Accountant will be paid as determined by the Independent Accountant, having regard to the relative position of the parties on the disagreement.

Schedule 1 — Business Intellectual Property

(clause 1)

Part 1:		Registered Business names
		Westmix (WA 0200952Y)
Part 2:		Unregistered Business names
		Nil
Part 3:		Trade names
		Nil
Part 4:		Trade marks
		Australian registered Trade Mark number 328762 word: KELSO
		Australian registered Trade Mark number 121515 word: KELSO
		Australian registered Trade Mark number 953522 fancy: NARRABARRA
		Australian registered Trade Mark number 948692 word: NARRA BARRA
		Australian registered Trade Mark number 156683 word: LIGHTBURN
		New Zealand registered Trade Mark number 703796 word: Kelso
		Unregistered Trade Mark number 1325984 word: WESBARROW
Part 5:		Trade Mark Applications
		Trade mark application number 1344772 word: KELSO
		Trade mark pre-filing application number 13443983 logo: C & G logo
Part 6:		Registered designs
		Registration AU 317466 S, Design Number 200720294
		Registration AU 156421 S, Application 200203166
		Registration AU 153715 S, Design Number 200301621
		Registration AU 136594 S, Design Number 199802647
		Registration AU 153394 S, Design Number 200301620
Part 7:		Patents
		Nil
Part 8:		Domain Names
		westmix.com.au
		westmix.net.au
		kelsowheelbarrows.com.au
		kelsowheelbarrows.co.nz
		kelso.com.au
		kelso-wheelbarrows.com.au

Schedule 2 — Contracts

(clause 1)

Type of

Date Contract

Value of

Contract

Contract With

Description of Contract

Term

Signed

Contract

Supplier Trading Terms

Bunnings Group Pty Ltd

Rebates — 8%

1 July 2009 to 30 June 2010

16 June 2009

N/A

Marketing Allowance — 2%

Settlement Discount — 3%

Opening Rebates — 12.5%

Long Term Incentive 1st Level — $13M min to $14M max — 1% 2nd Level — $14M min to $14.25M max — 1.25% 3rd Level — $14.25M min to $14.5M max — 1.5% 4th Level — $14.5M min to $14.75M max — 1.75% 5th Level — $14.75M + — 2%

Supplier Trading Terms

Bunnings Group Pty Ltd

Rebates — 8%

1 July 2010 to 30 June 2011

In the process of being executed by both parties

N/A

Marketing Allowance — 2%

Settlement Discount — 3%

Opening Rebates — 12.5%

Long Term Incentive 1st Level — $13.5M min to $13.99M max — 1% 2nd Level — $14M min to $14.49M max — 1.5% 3rd Level — $14.5M min to $14.99M max — 2% 4th Level — $15M min to $15.49M max — 3% 5th Level — $15.5M min to $15.99M max — 3.5% 6thLevel — $16M + — 4%

Trading Terms

Hardware & Building

Price List Discount — 3%

1 Jan 2010 to

8 December

N/A

Type of

Date Contract

Value of

Contract

Contract With

Description of Contract

Term

Signed

Contract

Agreement

Traders Pty Limited

Settlement Discount — 3%

31 Dec 2010

2009

Quarterly Member Discount 3%

Quarterly Admin Rebate — 1%

Trading terms — 30 days

Trading Terms Agreement

Mitre 10

Supplier support rebate — 2%

1 January 2005 to new contract negotiated

14 November 2005

N/A

Brand support rebate — 1%

Settlement discount — 1% for 60 days

1.5% for 45 days

2.5% for 30 days

Off list discount — 6%

Trading Terms Agreement

Magnet Mart Home Warehouse

Admin rebate — 2%

1 July 2008 to new contract negotiated

16 July 2008

N/A

Advertising/Marketing rebate — 3%

Settlement terms rebate — 3%

Training levy — 0.5%

Store opening — 12%

Trading Terms Agreement

Magnet Mart Home Warehouse

Admin rebate — 2%

1 July 2010 to new contract negotiated

28 June 2010

N/A

Advertising/Marketing rebate — 3%

Settlement terms rebate — 3%

Training levy — 0.5%

Store opening — 12.5%

Long Term Incentive Rebate

Last year + 5% — 1%

Last year + 10% — 2.0%

Last year + 15% — 2.5%

Trading Terms Agreement

Dahlsens

Long term incentive rebate — 1% for $150,000 to $ 180,000

To June 2010

10 August 2009

N/A

Advertising rebate — 2%

Type of

Date Contract

Value of

Contract

Contract With

Description of Contract

Term

Signed

Contract

New store rebate — 5%

Trading Terms Agreement

Total Tools

Store rebate — 3%

To June 2010

24 September 2009

N/A

Marketing/Advertising rebate — 3%

Settlement terms — 4%

Trading Terms Agreement

Australian Industrial Suppliers (“AIS”)

Group rebate — 3%

1 May 2010 to 30 June 2011

6 April 2010

N/A

Member rebate — 3%

Volume rebate

1st level — $0 to $274,999 — 1%

2nd level — $0 to $299,999 — 2.0%

3rd level — $0 to $300,000+ — 3.0%

Trading Terms Agreement

Industrial Supply Group

Marketing rebate — 2%

1 July 2010 to 30 June 2011

In the process of being executed by both parties

N/A

Group Long Term Incentive (“LTI”)

1st level — $0 to $75,000 — 1%

2nd level — $0 to $100,000 — 2%

Trading Terms Agreement

National Building Suppliers Group (Natbuild)

Settlement discount — 3%

1 July 2010 to 30 June 2011

In the process of being executed by both parties

N/A

Administration fee — 1%

Guaranteed — 1%

Maintenance Support Agreement

Professional Advantage

Maintenance of the Company’s ERP system

1 January 2010 to 31 December 2010

27 November 2009

$

16,800

Service Contract

Network Sales Force Pty Ltd

Merchandising of all Bunnings stores and selected Independent hardware stores throughout NSW, ACT and Queensland

1 January 2010 to 31 December 2010

28 March 2010

$17,500 per calendar month