STANDARD TERMS & CONDITIONS

1. Definitions The following words shall have the following meanings unless indicated otherwise when used in these Standard Terms and Conditions: Binding Offer means an agreement or offer between the Client and any relevant Third Party which has been obtained by CDI in satisfaction of the objects of the Project and which is binding upon the relevant Third Party or Third Parties, whether or not such agreement or offer is in writing; CDI means CDI Corporate Development International NSW Division of Corporate Synergy Services Pty Ltd (ACN 13 002 161 622) of Lvl 2, 381 Port Hacking Rd Sth, Caringbah NSW 2229 Australia. Client is as defined in the Retainer Letter and includes the Clients successors in law, permitted assigns and related bodies corporate as defined by the Corporations Act 2001; Confidential Information means any information, trade secrets, know-how, scientific, technical, product, market, pricing and customer information relating to the Client, any of its associated entities, the business of the Client, the Project or the Engagement, whether in tangible or intangible form including, without limitation, written or printed documents, oral statements, and any digital media which is not in the public domain and which by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential; Costs Budget means the disbursement and administration fee costs budget contained in the Retainer Letter; Engagement means the engagement of CDI by the Client for CDI to undertake the Project in accordance with the agreement set out in the Retainer Letter; GST means any GST payable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) and any other related legislation (whether or not currently in force) and any rulings, additions, amendments or alterations; Project is the project to be undertaken by CDI as defined in the Retainer Letter; Report means any report prepared by CDI in the course of undertaking the Project, whether in tangible or intangible form including, without limitation, written or printed documents, oral statements, and any digital media; Retainer Fee means the retainer fee as specified in the Retainer Letter; Retainer Letter means the document headed Retainer Letter or as otherwise defined therein, which contains a Schedule and / or terms, and incorporates by reference these Standard Terms and Conditions and which has been signed by or on behalf of the Client in confirmation of the Clients engagement of CDI to undertake the Project; Search / Identification means searching for, identifying and / or including entities and / or individuals and / or as otherwise maybe defined and / or included as part of the Project, and will embrace, but not be limited to those entitles and / or individuals as maybe suggested by any party and / or individual including those of the Client; Schedule means the Schedule contained in the Retainer Letter; Shareholders means the Clients shareholders; Standard Confidentiality Agreement means the standard confidentiality agreement prepared and used by CDI from time to time; Standard Terms and Conditions means these standard terms and conditions of CDI; Success Fee means the success fee as specified in the Retainer Letter; Term means the term of the Engagement, being expressed as a period of time as specified in the Retainer Letter; Third Party means any party other than CDI and the Client. CDIs Services and Warranties (a) CDI provides corporate and commercial Searching, Identification, negotiation and liaising services and does not provide consulting services. (b) CDI will when undertaking the Project: (i) comply with these Standard Terms and Conditions and at all times maintain proper and appropriate methods of practice to such professional standards reasonably expected of any entity providing such services as those provided by CDI; (ii) act honestly, faithfully and with due diligence and comply with all laws, regulations, standards and codes applicable to the provision of the services being provided by CDI; and (iii) on reasonable request by the Client from time to time, provide any documentation and or information to the Client relating to the Project. Accuracy of Information & Reports The Client shall be responsible for providing all relevant information (be that in written or oral form) to enable CDI to perform the Project and warrants that all such information shall be correct and available to CDI. CDI shall accept no liability for relying on such information and shall not be obliged to correct or verify such information and any onus for verifying the accuracy of any such information or Reports prepared by CDI on the basis of such information remains at all time upon the Client. Clients Warranties and Indemnities (a) The Client warrants that it is authorised and has relevant power to engage CDI in accordance with these Standard Terms and Conditions and that the signatory of the Retainer Letter has all necessary powers and authorisations to execute the Retainer Letter on behalf of the Client and its Shareholders. (b) The Client warrants that it will provide CDI with full co-operation, assistance, information and any reasonable and necessary facilities in a timely manner in order to allow CDI to perform the services required to complete the Project. (c) The Client indemnifies CDI at all times against any harm, loss or cost, (of any type including legal costs) which CDI incurs or is liable for in respect of: i. any breach or default of the Client under this Engagement; ii. any in/action by the Client in providing or attempting to provide the Services (howsoever that may arise); and iii. any harm, loss, or cost of any type incurred by the Client as a result of engaging CDI to undertake the Project. (d) In the event of outstanding Fees not being paid by the Client in accordance with these Standard Terms and Conditions or if it is seen to be that the Client is moving away from the terms and conditions of the Retainer Letter and / or these Standard Terms and Conditions, CDI is given the full and unequivocal right by the Client to immediately put a hold on the transaction prior to settlement for such a period until CDI can satisfy itself that outstanding fees will be paid in full on or before the settlement date / time. CDI also has the full and unequivocal right to pursue those people or entities (regardless of definition or structure) that will ultimately receive the settlement monies. Exclusive Engagement CDI is engaged exclusively by the Client for the Project. This means the Client shall leave the Project entirely to CDI and agrees not to engage a separate company, broker, agent or business to undertake the Project during the Term of the Engagement. Fees CDI will charge a Retainer Fee, a Success Fee and agreed disbursement, administration and other on-costs in relation to the provision by it of services to the Client, unless otherwise specified in the Retainer Letter, as follows: (a) The Retainer Fee shall be payable periodically by the Client in accordance with the terms contained in the Retainer Letter. (b) The Success Fee will be charged to the Client in accordance with the Success Fee percentage rate specified in the Retainer Letter and shall become fully payable by the Client upon the date of settlement, at the time of settlement, this therefore being part of the settlement arrangement. Payment of the Success Fee by the Client will not be subject to any event, condition, provision or condition other than those stipulated in these Terms and Conditions. It remains payable if within18 months of the termination of this Engagement the Client successfully concludes a deal substantially as set out in the Project. (c) The disbursement, administrative and on-costs charged by CDI will be as agreed, invoiced and payable in accordance with the Retainer Letter. Terms of Payment All CDIs accounts to the Client will be required to be paid within 30 (thirty) days of the date of each account and CDI reserves the right to apply penalty interest pursuant to the Penalty Interest Rates Act 1983 (Vic) in respect of any amounts which remain outstanding and payable by the Client after 30 (thirty) days.

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Transfer or Assignment (a) Subject to paragraph (b), the Client may assign or transfer the Engagement without the prior written approval of CDI. (b) The Client warrants that in the event that the Client either transfers its rights pursuant to the Engagement to a separate entity or comes under the control of a separate entity, it will ensure that such transferee or controlling entity confirms in writing to CDI that it is aware of the existence of the Engagement and will continue to be bound by the Clients obligations (including payment of fees) pursuant to the Engagement as contained in the Retainer Letter and these Standard Terms and Conditions.

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Confidential Information (a) Except as authorised by these Standard Terms and Conditions, CDI shall not during the Term of the Project reveal to any Third Party or make use of or for its own benefit any of the Confidential Information which may come to its knowledge during the Term and shall retain in complete secrecy all Confidential Information entrusted to it and shall not use or attempt to use any such Confidential Information in any manner which may or may be likely to injure or cause loss, either directly or indirectly, to the Client. (b) The restriction contained in this clause shall continue to apply after the expiration or termination of the Term of the Engagement but shall cease to apply to information that is or becomes public knowledge (otherwise than as a result of a breach of this Engagement) or that CDI is required by law to disclose. (c) CDI may only disclose Confidential Information with the Clients prior written approval to a Third Party which has executed CDIs Standard Confidentiality Agreement which is to have effect in respect of the Confidential Information being disclosed. Relationship between CDI and the Client (a) Nothing pertaining to the Engagement shall create a relationship of employment, partnership or joint venture between CDI and the Client, and notwithstanding any provision to the contrary in these Terms and Conditions and the Retainer Letter or otherwise, at all times the relationship between the parties shall be that of independent contractors. (b) Nothing in these Terms and Conditions shall authorise either party to assume or create any obligations on behalf of the other party. Term Subject to the provisions for earlier determination contained in these Standard Terms and Conditions, the Engagement will commence on and from the date on which the Client signs the Retainer Letter and continue for the Term specified in the Schedule contained in the Retainer Letter, or if no such Term is stipulated, at the date upon which CDI completes the Project by obtaining a Binding Offer. Termination Either party may terminate this Engagement prior to the expiration of the Term by providing thirty (30) days written notice to the other party provided the remainder of the retainer (as defined as per the Term) is paid out in full to CDI, and may immediately terminate this Engagement without notice to the other party upon the occurrence of any of the following events: (a) if the other party breaches any warranty or obligation under this Engagement and such breach is not rectified within ten (10) business days of the other party receiving written notice from the first party to remedy such breach; or (b) if the other party is responsible for any gross misconduct or wilful neglect in the discharge of its duties under this Engagement; or (c) if any step is taken for the other party to enter into any scheme or arrangement between that party and its creditors or to appoint a receiver, a receiver and manager, a liquidator, a provisional liquidator, an administrator or other like person to the whole or any part of the other partys assets or business. Dispute Resolution Every dispute, difference, claim or grievance arising between CDI and the Client pertaining to the Engagement or the duties, powers or liabilities of either party under the Retainer Letter and these Terms and Conditions, whether during the Term of the Engagement or upon or after its termination by act of either party or otherwise shall be referred: (a) first to a mediator appointed by agreement between the parties and failing agreement by the parties as such mediator, by a mediator appointed by the President for the time being of the Law Institute of Victoria; and then (b) if the matter cannot be resolved with a mediator appointed under the preceding clause, by a single arbitrator appointed in accordance with the provisions of the Commercial Arbitration Act 1958 (Vic) whose decision shall be binding on the parties; and (c) The cost of the mediator or arbitrator appointed pursuant to this clause shall be borne equally by CDI and the Client, and both CDI and the Client shall also bear their own costs. Liability Cap CDIs liability will be strictly limited to the total sum of the retainers paid to CDI by the Client. Notices (a) Each party notifying or giving notice to the other party under this Engagement must serve such notice: (i) in writing; (ii) by hand delivering the notice or sending it by post to the other partys address or sending it by facsimile transmission to the other partys facsimile number ter; and (iii) be electronic email to the other partys email address but subject to a confirmatory copy of the email being posted to the other partys address. (b) A notice given in accordance with the preceding clause will be deemed received: (i) if hand delivered on the date of delivery; (ii) if sent by post, three (3) days after the date of posting; (iii) if sent by facsimile transmission, on the day of transmission is sent provided the sender has a confirmation report specifying a facsimile number of the recipient, the number of pages sent and the date of the transmission; and (iv) if sent by electronic email, upon receipt of a copy of that email (including all attachments) sent by post three (3) days after the date of posting. (c) All postal and email addresses, and telephone and facsimile numbers shall be as set out in the Retainer letter or as notified to each party in writing from time to time. Severability Part or all of any clause of these Standard Terms and Conditions which is illegal or unenforceable will be severed and will not in any way affect the continued operation of the remaining clauses of these Standard Terms and Conditions. No Waiver The failure of CDI at any time to insist upon the performance of any provision of these Standard Terms and Conditions is not a waiver of its right at any later time to insist upon the performance of that or any other provision of these Standard Terms and Conditions. Governing Law These Standard Terms and Conditions are governed by the laws of the State of Victoria and CDI and the Client irrevocably submit to the jurisdiction of the courts of that state. No Merger None of the terms or conditions of these Standard Terms and Conditions, nor any act, matter or thing done under or by virtue of, or in connection with, these Standard Terms and Conditions will operate as a merger of any of the rights and remedies of CDI in or under these Standard Terms and Conditions or otherwise and all such rights and remedies of CDI shall continue in force and effect. Entire Agreement These Standard Terms and Conditions and the Retainer Letter constitute the entire agreement between CDI and the Client and supersede all prior representations and agreements in connection with the Engagement and the Project. The Client acknowledges and agrees that it has not engaged CDI to undertake the Project as a result of any term, condition, warranty, inducement or representation made by or on behalf of the Company which has not been expressly stated in the Retainer Letter or these Standard Terms and Conditions. Variations Only alterations or amendments to these Standard Terms and Conditions agreed upon in writing by CDI and the Client shall be valid. GST Any amount payable by the Client under these Standard Terms and Conditions in respect of a supply by CDI which is a taxable supply under the GST Act represents the GST exclusive value of the supply and the Client as recipient of the supply must in addition pay to CDI the GST payable in respect of the supply.

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