Form: 10-K

Annual report pursuant to Section 13 and 15(d)

September 11, 2002

Documents

LAND PURCHASE AGREEMENT NORWEST

Published on September 11, 2002









CONTRACT FOR THE SALE OF LAND - 2000 EDITION
(THIS CONTRACT CONSISTS OF THIS SHEET, THE PROVISIONS OF THIS CONTRACT AND ANYTHING ATTACHED)
(A CHOICE PRINTED IN BLOCK CAPITALS APPLIES UNLESS A DIFFERENT CHOICE IS MARKED)




TERM MEANING OF TERM
VENDOR'S AGENT NAME: NIL PHONE:
(IF MORE THAN ONE, ADDRESS:
THE FIRST NAMED)
VENDOR NORWEST LIMITED ACN 003 765 133
46 BROOKHOLLOW AVENUE, NORWEST BUSINESS PARK, BAULKHAM HILLS 2153
VENDOR'S ABBOTT TOUT PHONE: (02) 02 9842 8888
SOLICITOR LEVEL 5, TOWER LIFE BUILDING FAX: (02) 9842 8855
69 PHILLIP STREET, PARRAMATTA NSW 2150 REF: J R BOLAND
DEPOSIT HOLDER VENDOR'S SOLICITOR INVEST DEPOSIT: NO
COMPLETION DATE SO DESCRIBED IN SPECIAL CONDITION 2.1
PROPERTY THE LAND, THE IMPROVEMENTS, ALL FIXTURES AND THE INCLUSIONS, BUT NOT THE EXCLUSIONS
LAND ADDRESS LOT 6001 NORWEST BOULEVARDE, NORWEST BUSINESS PARK, BAULKHAM HILLS
UNREGISTERED PLAN: LOT 6001 IN AN UNREGISTERED PLAN (COPY ATTACHED) (CLAUSE 28)
WHICH IS PART OF LOT 601 SECTION PLAN 882552 (COPY ATTACHED)
PLAN LOT 938 SECTION PLAN 876722 (COPY ATTACHED)
WHICH IS PART OF LOT 601 SECTION PLAN 882552 (COPY ATTACHED)
LOT 938 SECTION PLAN 876722 (COPY ATTACHED)
TITLE FOLIO PART FOLIO IDENTIFIERS 601/882552 AND 938/876722
_TORRENS _ STRATA _ COMMUNITY _ QUALIFIED _ LIMITED _ OLD SYSTEM
TITLE
_ FEE SIMPLE - OWNERSHIP _PURCHASE FROM CROWN _ LEASE FROM CROWN __ OTHER
IMPROVEMENTS __ NONE X OTHER: VACANT LAND
INCLUSIONS NIL
EXCLUSIONS NIL
PURCHASER RESMED LIMITED ABN 30 003 765 142
97 WATERLOO RD NORTH RYDE NSW 2113
IF MORE THAN ONE, AS _ JOINT TENANTS __TENANTS IN COMMON (IN EQUAL SHARE UNLESS OTHERWISE STATED)
PURCHASER'S DIBBS BARKER GOSLING PHONE: 02 8233 9500
_ SOLICITOR LEVEL 8, ANGEL PLACE, 123 PITT STREET SYDNEY FAX: 02 8233 9555
_ LICENSED DX 101 SYDNEY REF: DAVID TURNER
CONVEYANCER
PRICE PRICE IN WORDS: FORTY SIX MILLION TWO HUNDRED THOUSAND DOLLARS
PRICE $46,200,000.00
DEPOSIT $4,620,000.00 (10% OF THE PRICE, UNLESS OTHERWISE STATED)
------------------------------------------------------------------------------------
BALANCE $41,580,000.00
CONTRACT DATE (IF NOT STATED, THE DATE THIS CONTRACT WAS MADE)





NOTE: SUBJECT TO CLAUSE 13, THE PRICE INCLUDES GOODS AND SERVICES TAX (IF ANY)
PAYABLE BY THE VENDOR.








THE COMMON SEAL OF NORWEST LIMITED WAS THE COMMON SEAL OF RESMED LIMITED WAS
AFFIXED TO THIS DOCUMENT IN ACCORDANCE WITH ITS AFFIXED TO THIS DOCUMENT IN ACCORDANCE WITH ITS
CONSTITUTION AND IN THE PRESENCE OF: CONSTITUTION AND IN THE PRESENCE OF:


/S/ ALAN ZAMMIT S/ CHRIS ROBERTS
DIRECTOR DIRECTOR











1A




GENERAL STRATA OR COMMUNITY TITLE (CLAUSE 23)
X PROPERTY CERTIFICATE FOR THE LAND _ PROPERTY CERTIFICATE FOR STRATA COMMON PROPERTY
X PLAN OF THE LAND _ PLAN CREATING STRATA COMMON PROPERTY
_ UNREGISTERED PLAN OF THE LAND _ STRATA BY-LAWS NOT SET OUT IN LEGISLATION
_ PLAN OF LAND TO BE SUBDIVIDED _ STRATA DEVELOPMENT CONTRACT OR STATEMENT
_ DOCUMENT THAT IS TO BE LODGED WITH A RELEVANT PLAN _ STRATA MANAGEMENT STATEMENT
_ LEASEHOLD STRATA: LEASE OF LOT AND COMMON PROPERTY
X S149(2) CERTIFICATE (ENVIRONMENTAL PLANNING AND _ PROPERTY CERTIFICATE FOR NEIGHBOURHOOD PROPERTY
ASSESSMENT ACT 1979) _ PLAN CREATING NEIGHBOURHOOD PROPERTY
X S149(5) INFORMATION INCLUDED IN THAT CERTIFICATE _ NEIGHBOURHOOD DEVELOPMENT CONTRACT
X SEWERAGE CONNECTIONS DIAGRAM _ NEIGHBOURHOOD MANAGEMENT STATEMENT
X SEWER MAINS DIAGRAM _ PROPERTY CERTIFICATE FOR PRECINCT PROPERTY
X DOCUMENT THAT CREATED OR MAY HAVE CREATED AN _ PLAN CREATING PRECINCT PROPERTY
EASEMENT, PROFIT PRENDRE, RESTRICTION ON USE OR _ PRECINCT DEVELOPMENT CONTRACT
POSITIVE COVENANT DISCLOSED IN THIS CONTRACT _ PRECINCT MANAGEMENT STATEMENT
X S88G CERTIFICATE (POSITIVE COVENANT) _ PROPERTY CERTIFICATE FOR COMMUNITY PROPERTY
_ PLAN CREATING COMMUNITY PROPERTY
X SURVEY REPORT _ COMMUNITY DEVELOPMENT CONTRACT
_ SECTION 317A CERTIFICATE (CERTIFICATE OF COMPLIANCE) _ COMMUNITY MANAGEMENT STATEMENT
X BUILDING CERTIFICATE GIVEN UNDER LEGISLATION _ DOCUMENT DISCLOSING A CHANGE OF BY-LAWS
_ INSURANCE CERTIFICATE (HOME BUILDING ACT 1989) _ DOCUMENT DISCLOSING A CHANGE IN A
_ SECTION 24 CERTIFICATE (SWIMMING POOLS ACT 1992)
_ OLD SYSTEM DOCUMENT _ DOCUMENT DISCLOSING A CHANGE IN BOUNDARIES
_ CROWN TENURE CARD
_ CROWN PURCHASE STATEMENT OF ACCOUNT










CHOICES



ADJOINING LAND OWNED BY VENDOR X NO _ YES - PURCHASER CANNOT REQUIRE VENDOR TO CONTRIBUTE TO FENCING WORK
COVENANT/EASEMENT IN TRANSFER X NO _ YES - WORDING ATTACHED, WITH DESCRIPTION OF LAND BENEFITED (CLAUSE 4)
LAND TAX ADJUSTMENT REQUIRED _ NO _ YES -USING OWNER-OCCUPIED RESIDENTIAL CONCESSION _ YES (CLAUSE 14)
SPECIAL COMPLETION ADDRESS X NO _ YES - ADDRESS (CLAUSE 16):
TENANCIES _ NO _ YES - SUBJECT TO TENANCIES DISCLOSED IN THIS CONTRACT (CLAUSES 17, 24)
MONEY PAYABLE TO CROWN X NO _ YES - PURCHASER LIABLE FOR UP TO $#(31) (IF NOT STATED, NIL)(CLAUSE 26)
CONSENT TO TRANSFER REQUIRED X NO _ YES - VENDOR TO APPLY FOR CONSENT (CLAUSE 27)





GST INFORMATION (A NEW TAX SYSTEM (GOODS AND SERVICES TAX) ACT 1999) (CLAUSE 13)
THIS SALE IS A TAXABLE SUPPLY (SECTIONS 9-5 AND 195-1) _ NO X YES

TENANTS (COPY OF EACH LEASE AND ANY RELEVANT MEMORANDUM OR VARIATION ATTACHED)
PREMISES: #(32)
TENANT'S NAME (SHOW FULL NAME): #(32A) SEE CLAUSES 43 AND 44
NATURE OF TENANCY: #(32B)
EXPIRY DATE: #(32C)
OPTION PERIOD: #(32D)
RENT (SHOW WEEKLY/MONTHLY): #(32E)

STRATA / COMMUNITY MANAGEMENT AGENT'S NAME, ADDRESS AND PHONE NUMBER
(OR IF THERE IS NO MANAGEMENT AGENT, SECRETARY'S DETAILS)



1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
IN THIS CONTRACT, UNLESS INCONSISTENT WITH THE CONTEXT, THE FOLLOWING WORDS
AND EXPRESSIONS SHALL HAVE THE RESPECTIVE FOLLOWING MEANINGS:

"ASSOCIATION" MEANS NORWEST ASSOCIATION LIMITED (ACN 003 443 883) A COMPANY
HAVING RESPONSIBILITIES AND RIGHTS TO CONTROL THE DEVELOPMENT, MANAGEMENT AND
OPERATION OF NORWEST BUSINESS PARK IN ACCORDANCE WITH THE CONSTITUTION;

"ASSOCIATION CONSENT" MEANS AN APPROVAL OR CONSENT TO THE DEVELOPMENT
APPLICATION ISSUED BY THE ASSOCIATION IN ACCORDANCE WITH THE CONSTITUTION EITHER
UNCONDITIONALLY OR ON CONDITIONS WHICH ARE ACCEPTABLE TO THE PURCHASER ACTING
REASONABLY;

"AUTHORITY" MEANS ANY FEDERAL, STATE OR LOCAL GOVERNMENT, OR ANY
GOVERNMENTAL, SEMI-GOVERNMENTAL, ADMINISTRATIVE, FISCAL OR JUDICIAL BODY,
DEPARTMENT COMMISSION, TRIBUNAL AGENCY OR ENTITY AND INCLUDES THE ASSOCIATION IN
ITS CAPACITY AS APPROVING AUTHORITY PURSUANT TO THE PLANNING DOCUMENTS;

"BOARD" MEANS THE BOARD OF DIRECTORS OF THE ASSOCIATION DULY CONSTITUTED
FROM TIME TO TIME;

"BUSINESS DAY" MEANS A DAY (EXCLUDING SATURDAY, SUNDAY OR PUBLIC HOLIDAY)
ON WHICH TRADING BANKS ARE OPEN FOR BUSINESS IN SYDNEY;

"COMPLETION DATE" MEANS THAT DATE REFERRED TO IN SPECIAL CONDITION 2.1;

"CONSTITUTION" MEANS THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE
ASSOCIATION AND INCLUDES ALL BY-LAWS AND REGULATIONS CREATED PURSUANT TO THE
MEMORANDUM AND ARTICLES OF ASSOCIATION A COPY OF WHICH IS EXHIBIT 3;

"COUNCIL" MEANS THE BAULKHAM HILLS SHIRE COUNCIL;

"COUNCIL DEED" MEANS THE DEED BETWEEN THE VENDOR, THE ASSOCIATION AND
COUNCIL DATED 2 SEPTEMBER 1992 A COPY OF WHICH IS EXHIBIT 2;

"DEED OF OPTION AND RIGHT OF FIRST REFUSAL" MEANS THE DEED TO BE ENTERED
INTO BETWEEN THE VENDOR AND THE PURCHASER IN ACCORDANCE WITH SPECIAL CONDITION
17 A COPY OF WHICH IS ANNEXED AND MARKED "A";

"DEPOSITED PLANS" MEANS; DEPOSITED PLAN 816340 AND THE SECTION 88B
INSTRUMENT IN RESPECT OF THAT PLAN, A COPY OF WHICH IS ANNEXED AND MARKED "B"

"DEVELOPMENT APPLICATION" MEANS A DEVELOPMENT APPLICATION PURSUANT TO PART
4 OF THE ENVIRONMENTAL PLANNING AND ASSESSMENT ACT 1979 FOR THE PROPOSED
DEVELOPMENT ON THE PROPERTY AND WHICH SHALL INCLUDE A LANDSCAPE MANAGEMENT PLAN
FIRST APPROVED BY THE VENDOR AND THE ASSOCIATION AND WHICH MUST BE IN ACCORDANCE
WITH THE MASTER SCHEME.

"DEVELOPMENT CONSENT" MEANS A DEVELOPMENT CONSENT INCLUDING A "DEFERRED
COMMENCEMENT" CONSENT ISSUED PURSUANT TO THE ENVIRONMENTAL PLANNING AND
ASSESSMENT ACT 1979 FOR THE PROPOSED DEVELOPMENT EITHER UNCONDITIONALLY OR ON
CONDITIONS WHICH ARE ACCEPTABLE TO THE PURCHASER ACTING REASONABLY;

"DEVELOPMENT CONTROL PLAN" MEANS EACH AND EVERY DEVELOPMENT CONTROL PLAN
AND CONCEPT DEVELOPMENT CONTROL PLAN RELATING TO NORWEST BUSINESS PARK FROM TIME
TO TIME;

"DEVELOPMENT GUIDELINES" MEANS THE ESTATE DEVELOPMENT GUIDELINES AND THE
PROPERTY DEVELOPMENT GUIDELINES;

"DISCHARGE" MEANS A REGISTRABLE DISCHARGE OR SURRENDER OR WITHDRAWAL OF AN
ENCUMBRANCE;

"DRAINAGE DIAGRAM" MEANS THE SEWERAGE SERVICE DIAGRAM ANNEXED AND MARKED
"D" (IF ANY);

"ENCUMBRANCE" MEANS A MORTGAGE, LEASE, OR CAVEAT;

"ESTATE DEVELOPMENT GUIDELINES" MEANS THE GUIDELINES RELATING TO
SUBDIVISION, DEVELOPMENT, LANDSCAPING, MAINTENANCE AND OTHER MATTERS CREATED OR
ADOPTED BY THE ASSOCIATION FROM TIME TO TIME FOR THE NORWEST BUSINESS PARK A
COPY OF WHICH IS EXHIBIT 4;

"ENVIRONMENTAL LAW" MEANS ANY COMMON LAW, STATUTE, INCLUDING SUBORDINATE
LEGISLATION, RULING OR STANDARD RELATING TO PLANNING, THE ENVIRONMENT OR
OCCUPATIONAL OR PUBLIC HEALTH AND SAFETY;

"ENVIRONMENTAL LIABILITY" MEANS ANY CLAIM, DEMAND, OBLIGATION, EXPENSE,
LOSS, PENALTY, FINE OR DAMAGES FOR WHICH ANY OCCUPIER OF THE PROPERTY MIGHT BE
LIABLE UNDER THE COMMON LAW, ANY STATUTE (INCLUDING SUBORDINATE LEGISLATION),
RULING OR STANDARD RELATING TO PLANNING, THE ENVIRONMENT OR OCCUPATIONAL OR
PUBLIC HEALTH AND SAFETY.

"FIRB" MEANS THE FOREIGN INVESTMENT REVIEW BOARD OF THE COMMONWEALTH OF
AUSTRALIA;

"FIRB APPLICATION" MEANS AN APPLICATION TO THE TREASURER FOR THE FIRB
APPROVAL.

"FIRB APPROVAL" MEANS:

(A) THE ISSUE BY THE TREASURER OF A NOTICE STATING THAT THE TREASURER
DOES NOT OBJECT TO THE PROPOSAL SET OUT IN THE FIRB APPLICATION AND SUCH NOTICE
DOES NOT CONTAIN CONDITIONS WHICH ARE NOT ACCEPTABLE TO THE PURCHASER ACTING
REASONABLY; OR

(B) THE TREASURER BEING OR BECOMING PRECLUDED BY LAW FROM MAKING ANY
ORDER IN RESPECT OF THE FIRB APPLICATION;

"GOODS & SERVICES TAX" MEANS THE TAX OF THAT NAME REFERRED TO IN A NEW TAX
SYSTEM (GOODS AND SERVICES TAX) ACT 1999 (COMMONWEALTH);

"INFRASTRUCTURE WORKS" MEANS SUCH WORKS AS ARE NECESSARY TO ENABLE THE
PROVISION OF ELECTRICITY, WATER, SEWERAGE, DRAINAGE AND GAS SERVICES TO THE
PROPERTY;

"LAND" MEANS THAT PART OF THE LAND FORMERLY COMPRISING LOT 102 IN DEPOSITED
PLAN 624844 BEING THE LAND FORMERLY COMPRISED IN CERTIFICATE OF TITLE FOLIO
IDENTIFIER 102/624844 AND EACH AND EVERY PART OF THAT LAND AND ALL OTHER LAND IN
ADDITION WHICH MAY FROM TIME TO TIME BE INCORPORATED OR CONSOLIDATED AS PART OF
THE NORWEST BUSINESS PARK ZONED EMPLOYMENT AREA 10(A) (BUSINESS PARK) IN LEP
1991;

"LEP 1991" MEANS THE BAULKHAM HILLS LOCAL ENVIRONMENT PLAN 1991;

"MASTER SCHEME" MEANS THE SCHEME OF DEVELOPMENT FOR THE NORWEST BUSINESS
PARK AS DETERMINED BY THE VENDOR ANY RELEVANT AUTHORITY OR THE ASSOCIATION FROM
TIME TO TIME INCORPORATING BUT NOT LIMITED TO:

(A) THE PLANNING DOCUMENTS;

(B) THE CONSTITUTION;

(C) THE COVENANTS, EASEMENTS AND RESTRICTIONS AT ANY TIME APPLICABLE TO
OR PROPOSED FOR THE NORWEST BUSINESS PARK;

(D) ANY OTHER PLANNING DEVELOPMENT, CONTROL OR REVIEW PROCEDURES WHICH
ARISE IN RESPECT OF THE NORWEST BUSINESS PARK (INCLUDING BUT NOT LIMITED TO THE
BOARD AND THE PANEL AND THEIR RESPECTIVE CONTROLS, REVIEWS AND PROCEDURES); AND

(E) ALL ARRANGEMENTS WITH THE COUNCIL (INCLUDING BUT NOT LIMITED TO
THOSE IN THE COUNCIL DEED),

ALL AS VARIED OR SUBSTITUTED FROM TIME TO TIME;

"MINOR ALTERATION" MEANS AN ALTERATION IN WHICH THE TOTAL AREA OF THE
PROPERTY EITHER REMAINS UNCHANGED OR IS REDUCED OR INCREASED BY LESS THAN FIVE
PER CENT (5%);

"NORWEST BUSINESS PARK" MEANS THE LAND OR SUCH PART OF THE LAND OR
ADDITIONS TO THE LAND AS MAY FROM TIME TO TIME BE ADMINISTERED PURSUANT TO THE
MASTER SCHEME;

"NORWEST ESTATE CONCEPT DEVELOPMENT CONTROL PLAN" MEANS THE DOCUMENT ISSUED
BY THE COUNCIL A COPY OF WHICH IS EXHIBIT 1;

"PLAN" MEANS THE PLAN OF SUBDIVISION GENERALLY IN THE FORM OF ANNEXURE "F"
WHEREBY THE LOT COMPRISING THE PROPERTY IS CREATED AS A LOT IN A DEPOSITED PLAN
WHICH PLAN WILL INVOLVE A SUBDIVISION OF LOT 601 IN DEPOSITED PLAN 882552 AND
LOT 938 IN DEPOSITED PLAN 876722 AND WHICH MAY INVOLVE OTHER SUBDIVISIONS PRIOR
TO CREATION OF THE PROPERTY.

"PLANNING DOCUMENTS" MEANS:

(A) THE BAULKHAM HILLS LOCAL ENVIRONMENTAL PLAN 1991 AS AMENDED;

(B) ALL OTHER RELEVANT ENVIRONMENTAL PLANNING INSTRUMENTS (AS DEFINED
IN THE ENVIRONMENTAL PLANNING AND ASSESSMENT ACT, 1979 (NSW));

(C) ALL RELEVANT DEEMED ENVIRONMENTAL PLANNING INSTRUMENTS (AS DEFINED
IN THE ENVIRONMENTAL PLANNING AND ASSESSMENT ACT, 1979 (NSW));

(D) ALL DRAFT ENVIRONMENTAL PLANNING INSTRUMENTS AND DEVELOPMENT
CONTROL PLANS;

(E) THE DEVELOPMENT GUIDELINES; AND

(F) ALL OTHER PLANNING POLICIES, PLANS, INSTRUMENTS, AFFECTATIONS,
DOCUMENTS OR DIRECTIVES ISSUED BY THE COUNCIL OR ANY AUTHORITY IN RESPECT OF OR
IN RELATION TO NORWEST BUSINESS PARK;

"PRINTED CONDITIONS" MEANS THE CONDITIONS OF SALE CONTAINED IN THE STANDARD
FORM;

"PROPERTY" MEANS LOT 6001 IN THE PLAN;

"PROPERTY DEVELOPMENT GUIDELINES" MEANS THE GUIDELINES IN RESPECT OF
DEVELOPMENT, IMPROVEMENT, LANDSCAPING AND OTHER MATTERS CREATED OR ADOPTED BY
THE ASSOCIATION FROM TIME TO TIME IN RESPECT OF THE LAND A COPY OF WHICH IS
EXHIBIT 5;

"PROPOSED AFFECTATIONS" MEANS SUCH OF THE EASEMENTS, COVENANTS, RIGHTS,
RESTRICTIONS AS TO USER OR RESUMPTIONS LISTED IN THE SIXTH SCHEDULE RELATING TO
THE NORWEST BUSINESS PARK OR THE PROPERTY AS THE VENDOR MAY DECIDE (ACTING
REASONABLY) TO CREATE OR WHICH THE VENDOR IS OBLIGED BY AN AUTHORITY TO CREATE
OR WHICH AN AUTHORITY CREATES, IMPOSES OR REQUIRES;

"PROPOSED DEVELOPMENT" MEANS STAGE 1 OF THE PURCHASER'S REDEVELOPMENT OF
THE PROPERTY WHICH STAGE COMPRISES OFFICES, MANUFACTURING AND WAREHOUSING
FACILITIES OF NOT LESS THAN 24,000 SQUARE METRES;

"RESTRICTIONS AS TO USER" MEANS THE RESTRICTIONS AS TO USER REFERRED TO IN
SPECIAL CONDITION 13 AND IN THE FORM ANNEXED AND MARKED "G";

"SPECIAL CONDITIONS" MEAN THESE CONDITIONS OF SALE NOT INCLUDING THE
PRINTED CONDITIONS;

"STANDARD FORM" MEANS THE STANDARD FORM OF CONTRACT FOR SALE OF LAND - 2000
EDITION;

"THIS CONTRACT" INCLUDES ALL PARTS OF AND SCHEDULES AND EXHIBITS TO THIS
CONTRACT;

"TREASURER" MEANS THE TREASURER OF THE COMMONWEALTH OF AUSTRALIA;

"VENDOR'S AGENT" MEANS THE PARTY, IF ANY, DEFINED AS VENDOR'S AGENT ON PAGE
1 OF THE PRINTED CONDITIONS.

1.2 INTERPRETATION
IN THIS CONTRACT, UNLESS THE CONTEXT OTHERWISE REQUIRES:

(A) HEADINGS AND UNDERLININGS ARE FOR CONVENIENCE ONLY AND DO NOT
AFFECT THE INTERPRETATION OF THIS CONTRACT;

(B) WORDS IMPORTING THE SINGULAR INCLUDE THE PLURAL AND VICE VERSA;

(C) WORDS IMPORTING A GENDER INCLUDE ANY GENDER;

(D) AN EXPRESSION IMPORTING A NATURAL PERSON INCLUDES ANY COMPANY,
PARTNERSHIP, JOINT VENTURE, ASSOCIATION, CORPORATION OR OTHER BODY CORPORATE AND
ANY GOVERNMENTAL AGENCY;

(E) A REFERENCE TO ANY THING INCLUDES A PART OF THAT THING;

(F) OTHER PARTS OF SPEECH AND GRAMMATICAL FORMS OF A WORD OR PHRASE
DEFINED IN THIS CONTRACT HAVE A CORRESPONDING MEANING;

(G) A REFERENCE TO A PART, SPECIAL CONDITION, PARTY, ANNEXURE, EXHIBIT
OR SCHEDULE IS A REFERENCE TO A PART AND SPECIAL CONDITION OF, AND A PARTY,
ANNEXURE, EXHIBIT AND SCHEDULE TO, THIS CONTRACT;

(H) A REFERENCE TO A STATUTE, REGULATION, PROCLAMATION, ORDINANCE OR
BY-LAW INCLUDES ALL STATUTES, REGULATIONS, PROCLAMATIONS, ORDINANCES OR BY-LAWS
VARYING, CONSOLIDATING OR REPLACING IT, AND A REFERENCE TO A STATUTE INCLUDES
ALL REGULATIONS, PROCLAMATIONS, ORDINANCES AND BY-LAWS ISSUED UNDER THAT
STATUTE;

(I) A REFERENCE TO A DOCUMENT INCLUDES ALL AMENDMENTS OR SUPPLEMENTS
TO, OR REPLACEMENTS OR NOVATIONS OF, THAT DOCUMENT;

(J) A REFERENCE TO A PARTY TO A DOCUMENT INCLUDES THAT PARTY'S
SUCCESSORS AND PERMITTED ASSIGNS;

(K) WHERE THE DAY ON OR BY WHICH ANY THING IS TO BE DONE IS NOT A
BUSINESS DAY, THAT THING MUST BE DONE ON OR BY THE NEXT SUCCEEDING BUSINESS DAY;

(L) NO RULE OF CONSTRUCTION APPLIES TO THE DISADVANTAGE OF A PARTY
BECAUSE THAT PARTY WAS RESPONSIBLE FOR THE PREPARATION OF THIS CONTRACT OR ANY
PART OF IT;

(M) A COVENANT OR CONTRACT ON THE PART OF TWO OR MORE PERSONS BINDS
THEM JOINTLY AND SEVERALLY;

(N) A REFERENCE TO A CONTRACT OTHER THAN THIS CONTRACT INCLUDES AN
UNDERTAKING, DEED, CONTRACT OR LEGALLY ENFORCEABLE ARRANGEMENT OR UNDERSTANDING
WHETHER OR NOT IN WRITING;

(O) A REFERENCE TO AN ASSET INCLUDES ALL PROPERTY OF ANY NATURE,
INCLUDING, BUT NOT LIMITED TO, A BUSINESS, AND ALL RIGHTS, REVENUES AND
BENEFITS;

(P) A REFERENCE TO A DOCUMENT INCLUDES ANY CONTRACT IN WRITING, OR ANY
CERTIFICATE, NOTICE, INSTRUMENT OR OTHER DOCUMENT OF ANY KIND;

(Q) A REFERENCE TO LIQUIDATION INCLUDES OFFICIAL MANAGEMENT,
APPOINTMENT OF AN ADMINISTRATOR, COMPROMISE, ARRANGEMENT, MERGER, AMALGAMATION,
RECONSTRUCTION, WINDING-UP, DISSOLUTION, ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, INSOLVENCY, BANKRUPTCY, OR ANY SIMILAR PROCEDURE OR, WHERE
APPLICABLE, CHANGES IN THE CONSTITUTION OF ANY PARTNERSHIP OR PERSON, OR DEATH;

(R) A REFERENCE TO "DOLLARS", "A$" OR "$" IS A REFERENCE TO THE LAWFUL
CURRENCY OF THE COMMONWEALTH OF AUSTRALIA;

(S) A REFERENCE TO "REQUISITION" INCLUDES AN INQUIRY;

(T) A REFERENCE TO A BODY, OTHER THAN A PARTY TO THIS CONTRACT
(INCLUDING, WITHOUT LIMITATION, AN INSTITUTE, ASSOCIATION OR AUTHORITY), WHETHER
OR NOT IT IS A STATUTORY BODY:

(1) WHICH CEASES TO EXIST; OR

(2) WHOSE POWERS OR FUNCTIONS ARE TRANSFERRED TO ANY OTHER BODY,

IS A REFERENCE TO THE BODY WHICH REPLACES IT OR WHICH SUBSTANTIALLY
SUCCEEDS TO ITS POWERS OR FUNCTIONS.

1.3 NOTWITHSTANDING THE REFERENCE TO "LAND" ON THE FRONT PAGE OF THIS
CONTRACT AND THE DEFINITION OF "LAND" IN SPECIAL CONDITION 1.1 THE VENDOR AND
THE PURCHASER AGREE THAT THE WORD "LAND" SHALL HAVE THE MEANING ASCRIBED ON THE
FRONT PAGE OF THIS CONTRACT WHERE IT IS USED IN THE PRINTED CONDITIONS AND THE
WORD "LAND" SHALL HAVE THE MEANING ASCRIBED IN SPECIAL CONDITION 1.1 WHERE IT IS
USED ELSEWHERE IN THIS CONTRACT.

2. COMPLETION
2.1 CONDITIONAL CONTRACT
(A) THE COMPLETION DATE IS THE LATER OF THE DATES 6 CALENDAR MONTHS
FROM THE DATE OF THIS CONTRACT AND THE DATE 10 BUSINESS DAYS AFTER THE DATE
COMPLETION OF THIS CONTRACT CEASES TO BE SUBJECT TO ALL OF THE CONDITIONS IN
SPECIAL CONDITION 2.4.

(B) IF ANY CONDITION OF COMPLETION IS NOT SATISFIED ON OR BEFORE THE
DATE BEING 12 MONTHS FROM THE DATE OF THIS CONTRACT EITHER PARTY MAY AT ANY TIME
THEREAFTER RESCIND THIS CONTRACT BY WRITTEN NOTICE TO THE OTHER.

2.2 NOTICE TO COMPLETE
(A) COMPLETION OF THIS CONTRACT MUST TAKE PLACE BY 12 NOON ON THE
COMPLETION DATE.

(B) IF COMPLETION DOES NOT OCCUR ON THE COMPLETION DATE, EITHER PARTY
MAY, IF IT IS READY AND WILLING TO COMPLETE AND IS NOT IN DEFAULT, SERVE A
NOTICE TO COMPLETE ON THE OTHER PARTY.

(C) THE NOTICE TO COMPLETE MUST STIPULATE A TIME AND DATE FOR
COMPLETION WHICH IS AT LEAST 10 BUSINESS DAYS AFTER THE DATE OF SERVICE OF THE
NOTICE AND THE PARTIES ACKNOWLEDGE THAT 10 BUSINESS DAYS IS A REASONABLE MINIMUM
PERIOD IN WHICH TO COMPLETE THIS CONTRACT.

(D) THE NOTICE TO COMPLETE MAY STIPULATE THAT TIME IS OF THE ESSENCE.

2.3 DELAYED COMPLETION
(A) IF COMPLETION DOES NOT OCCUR ON THE COMPLETION DATE THEN:

(1) ON COMPLETION THE PURCHASER MUST, IN ADDITION TO THE BALANCE
OF THE PRICE OR ADJUSTED BALANCE OF THE PRICE (AS THE CASE MAY BE), PAY TO THE
VENDOR INTEREST ON THE BALANCE OF THE PRICE OR ADJUSTED BALANCE OF THE PRICE (AS
THE CASE MAY BE) CALCULATED ON A DAILY BASIS AT 11 PER CENTUM PER ANNUM (11%)
FOR THE PERIOD FROM BUT EXCLUDING THE COMPLETION DATE TO AND INCLUDING THE
ACTUAL DATE OF COMPLETION, AND ALL INTEREST ON THE DEPOSIT EARNED ON AND AFTER
THE COMPLETION DATE SHALL BE PAID SOLELY TO THE VENDOR; AND

(2) THE VENDOR IS NOT OBLIGED TO COMPLETE UNLESS THE PURCHASER
COMPLIES WITH PARAGRAPH (A)(1) ABOVE.

(B) THE PURCHASER HEREBY ACKNOWLEDGES THAT INTEREST AT THE RATE
REFERRED TO IN (A) (1) ABOVE ON THE BALANCE OR THE ADJUSTED BALANCE OF THE PRICE
REPRESENTS A GENUINE PRE-ESTIMATE OF THE LIQUIDATED DAMAGES LIKELY TO BE
SUFFERED BY THE VENDOR AS A RESULT OF COMPLETION NOT TAKING PLACE ON OR BEFORE
THE COMPLETION DATE.

(C) PARAGRAPH (A) DOES NOT OPERATE IF THE PURCHASER FAILS TO COMPLETE
ON THE COMPLETION DATE BY REASON ONLY THAT THE VENDOR WAS THEN IN DEFAULT OR
OTHERWISE NOT READY OR WILLING TO COMPLETE.

2.4 CONDITIONS PRECEDENT
COMPLETION OF THIS CONTRACT IS CONDITIONAL UPON:

(A) THE REGISTRATION OF THE PLAN AS A DEPOSITED PLAN AT THE LAND TITLES
OFFICE IN ACCORDANCE WITH SPECIAL CONDITION 8; AND

(B) THE PURCHASER BECOMING A MEMBER OF THE ASSOCIATION IN ACCORDANCE
WITH SPECIAL CONDITION 10;

(C) THE PURCHASER OBTAINING FIRB APPROVAL IN ACCORDANCE WITH SPECIAL
CONDITION 11.

3. DEPOSIT AND INTEREST
3.1 NOTWITHSTANDING PRINTED CONDITION 3ALL INTEREST EARNED ON THE DEPOSIT
SHALL BE PAID TO THE PARTY ENTITLED TO THE DEPOSIT UPON COMPLETION, TERMINATION
OR RESCISSION OF THIS CONTRACT.

3.2 CLAUSE 2.5 OF THE PRINTED CONDITIONS APPLIES TO THE DEPOSIT.

3.3 THE PARTY ENTITLED TO THE DEPOSIT BEARS ANY LOSS RESULTING FROM
INVESTMENT OF THE DEPOSIT.

4. SURVEY
4.1 THE PARTIES ACKNOWLEDGE THAT THE PURCHASE PRICE IS BASED ON THE PROPERTY
HAVING AN AREA OF 120,000 SQUARE METRES AT A PRICE OF $385.00 PER SQUARE METRE
INCLUSIVE OF GST.

4.2 PRIOR TO COMPLETION OF THIS CONTRACT THE VENDOR MUST DELIVER TO THE
PURCHASER A COPY OF THE PLAN IN REGISTRABLE FORM OR AS REGISTERED SHOWING THE
AREA OF THE PROPERTY.

4.3 THE PURCHASE PRICE MUST THEN BE RECALCULATED AT THE RATE OF $385.00 PER
SQUARE METRE (INCLUSIVE OF GST) AND THE PURCHASE PRICE ADJUSTED ACCORDINGLY,
SUCH ADJUSTED PRICE LESS THE DEPOSIT PAID, BEING THE "ADJUSTED BALANCE OF THE
PRICE" FOR THE PURPOSES OF SPECIAL CONDITION 2.3.

5. ADJUSTMENTS
5.1 (A) THE DEFINITION OF "ADJUSTMENT DATE" IN PRINTED CONDITION 1 MEANS
THE EARLIEST OF THE DATE OF GIVING OF POSSESSION OF THE PROPERTY TO THE
PURCHASER, THE DATE OF ACTUAL COMPLETION OF THIS CONTRACT AND THE COMPLETION
DATE.

(B) THE VENDOR WILL NOT BE OBLIGED TO REMOVE ANY CHARGE ON THE PROPERTY
FROM ANY RATE, TAX (INCLUDING LAND TAX) OR OUTGOING, UNTIL THE DATE OF ACTUAL
COMPLETION OF THIS CONTRACT;

(C) THE VENDOR WILL NOT BE DEEMED TO BE UNABLE TO COMPLETE THIS
CONTRACT BY REASON OF THE EXISTENCE OF ANY CHARGE ON THE PROPERTY FOR ANY RATE,
TAX (INCLUDING LAND TAX) OR OUTGOING; AND

(D) THE VENDOR WILL BE ENTITLED TO SERVE A NOTICE TO COMPLETE OR ANY
OTHER NOTICE ON THE PURCHASER NOTWITHSTANDING THE EXISTENCE OF ANY CHARGE ON THE
PROPERTY FOR ANY RATE, TAX (INCLUDING LAND TAX) OR OUTGOING.

5.2 NOTWITHSTANDING ANYTHING CONTAINED IN THIS CONTRACT, IF THE COUNCIL,
SYDNEY WATER CORPORATION, THE COMMISSIONER FOR LAND TAX OR ANY OTHER RELEVANT
AUTHORITY HAS NOT ISSUED A SEPARATE ASSESSMENT OF ANY RATE, TAX (INCLUDING LAND
TAX) OR OUTGOING FOR THE PROPERTY:

(A) THE PURCHASER WILL NOT BE ENTITLED TO DELAY COMPLETION OF THIS
CONTRACT OR DISPUTE THE VALIDITY OF ANY NOTICE TO COMPLETE OR ANY OTHER NOTICE
TO THE PURCHASER GIVEN BY THE VENDOR ON THE BASIS THAT A SEPARATE ASSESSMENT HAS
NOT BEEN ISSUED; AND

(B) THE PARTIES AGREE THAT THE AMOUNT OF THE RELEVANT RATE, TAX
(INCLUDING LAND TAX) OR OUTGOING FOR THE PROPERTY TO BE APPORTIONED AND ADJUSTED
ON COMPLETION WILL BE:







COUNCIL RATES $3,400.00 PER ANNUM
LAND TAX 628,320.00 PER ANNUM
WATER RATES $70.00 PER QUARTER




(C) NOTWITHSTANDING SUB-PARAGRAPH (B) IF THE QUANTUM OF THE ANNUAL
COUNCIL RATES OR LAND TAX AS ACTUALLY LEVIED ON THE PROPERTY FOR THE RATE OR TAX
YEAR IN WHICH COMPLETION OF THIS CONTRACT OCCURS IS VARIED BY MORE THAN 10% OF
THE AMOUNT SPECIFIED IN SUB-PARAGRAPH (B) THEN THE PARTIES SHALL RE-ADJUST
COUNCIL RATES AND/OR LAND TAX USING THE ACTUAL RATES OR TAX LEVIED ON THE
PROPERTY.

(D) IT IS EXPRESSLY AGREED THAT THE PRICE DOES NOT INCLUDE GST PAYABLE
ON ADJUSTMENTS PAYABLE BY THE PURCHASER TO THE VENDOR ON COMPLETION. THE
PURCHASER SHALL PAY IN ADDITION TO THE PRICE GST ON THE QUANTUM OF ADJUSTMENTS
CALCULATED AT THE RATE OF 10% THEREOF AND THE AMOUNT OF ANY SUCH GST SO PAID
SHALL BE INCLUDED IN THE TAX INVOICE TO BE PROVIDED BY THE VENDOR TO THE
PURCHASER ON COMPLETION.

6. DISCLOSURES AND ACKNOWLEDGMENTS
6.1 PURCHASER'S TITLE
(A) THE VENDOR IS NOT AWARE OF ANY INTEREST WHICH IS NOT DISCLOSED IN
THIS CONTRACT AFFECTING THE TITLE TO THE PROPERTY.

(B) SUBJECT TO THE CONVEYANCING ACT 1919 (NSW), THE PURCHASER IS NOT
ENTITLED TO MAKE ANY OBJECTION, REQUISITION OR CLAIM FOR COMPENSATION, RESCIND
OR TERMINATE THIS CONTRACT OR DELAY COMPLETION DUE TO ANY MATTER AFFECTING THE
TITLE TO THE PROPERTY, DISCLOSED IN THIS CONTRACT.

6.2 DISCLOSURE
(A) THE PURCHASER AGREES THAT, FOR THE PURPOSES OF THIS CONTRACT, ALL
MATTERS DISCLOSED AND DESCRIBED IN THIS CONTRACT ARE SPECIFICALLY DISCLOSED AND
CLEARLY DESCRIBED, AND THE PURCHASER FURTHER AGREES THAT IT WILL NOT MAKE ANY
OBJECTION, REQUISITION OR CLAIM FOR COMPENSATION OR RESCIND OR TERMINATE THIS
CONTRACT OR DELAY COMPLETION BECAUSE OF ANY OF THESE MATTERS.

(B) WITHOUT LIMITING THE OPERATION OF PARAGRAPH (A) ABOVE, THE
PURCHASER ACKNOWLEDGES THAT THE FOLLOWING MATTERS ARE SPECIFICALLY DISCLOSED AND
CLEARLY DESCRIBED:

- ANNEXURE B - DEPOSITED PLAN;

- ANNEXURE D - DRAINAGE DIAGRAM (IF AVAILABLE);

- ANNEXURE F - PLAN;

- ANNEXURE G - RESTRICTIONS AS TO USER;

- ANNEXURE H - FOLIO IDENTIFIERS 601/882552 AND 938/876722

- ANNEXURE I - CERTIFICATE UNDER SECTION 149 OF THE ENVIRONMENTAL
PLANNING & ASSESSMENT ACT, 1979;

- ANNEXURE J - RESTRICTION ON USER BURDENING THE PROPERTY;

- ANNEXURE K - REPORT BY GEOTECHNIQUE PTY LIMITED

- ANNEXURE L - DRAFT COUNCIL DEED

- ANNEXURE M - PLAN OF PROPOSED EASEMENT TO DRAIN WATER;

- EXHIBIT 1 - NORWEST ESTATE DEVELOPMENT CONTROL PLAN;

- EXHIBIT 2 - COUNCIL DEED;

- EXHIBIT 3 - CONSTITUTION;

- EXHIBIT 4 - ESTATE DEVELOPMENT GUIDELINES;

- EXHIBIT 5 - PROPERTY DEVELOPMENT GUIDELINES.

(C) SUBJECT TO PARAGRAPH (D) BELOW AND TO THE CONVEYANCING ACT 1919,
THE VENDOR DOES NOT WARRANT THE ACCURACY, CURRENCY OR COMPLETENESS OF ANY OF THE
DOCUMENTS OR MATTERS REFERRED TO IN PARAGRAPH (B) ABOVE.

(D) THE VENDOR WARRANTS THAT THE CONSTITUTION, ESTATE DEVELOPMENT
GUIDELINES AND PROPERTY DEVELOPMENT GUIDELINES ARE CURRENT AND COMPLETE COPIES
OF THOSE DOCUMENTS AS AT THE DATE OF THIS CONTRACT.

6.3 PURCHASER'S ACKNOWLEDGMENT
THE PURCHASER ACKNOWLEDGES AND AGREES THAT:

(A) THE PROPERTY AND THE NORWEST BUSINESS PARK AND ALL IMPROVEMENTS ARE
THE SUBJECT OF DEVELOPMENT AND REDEVELOPMENT PURSUANT TO OR IN ACCORDANCE WITH
THE MASTER SCHEME AND THAT THE PROPERTY IS AN UNDEVELOPED SITE. THE VENDOR'S
INTEREST IN THE PROPERTY IS TAKEN AND ACCEPTED BY THE PURCHASER IN SUBSTANTIALLY
ITS CONDITION AND STATE AS AT THE DATE OF THIS CONTRACT;

(B) THE LAND IN THE VICINITY OF THE PROPERTY ARE ALL PART OF THE
NORWEST BUSINESS PARK AND THE PURCHASER MUST NOT OBJECT TO ANY NOISE, DUST OR
OTHER INCONVENIENCE WHICH IS CAUSED AS A RESULT OF:

(1) THE ERECTION OF ANY BUILDING,

(2) THE CARRYING OUT OF INFRASTRUCTURE WORKS,

(3) THE CARRYING OUT OF ANY OTHER WORKS,

(4) THE GENERATION OF TRAFFIC, OR,

(5) ANY OTHER MATTER CONDUCTED, UNDERTAKEN OR CARRIED OUT FOR OR
ON BEHALF OF THE VENDOR OR THE ASSOCIATION

AND WHICH ARISES OUT OF OR IN CONNECTION WITH THE MASTER SCHEME OR ANY
DEVELOPMENT ON OR IN THE NORWEST BUSINESS PARK NOT INCONSISTENT WITH THE MASTER
SCHEME;

(C) IT CONSENTS TO AND IS NOT ENTITLED TO TAKE, MAKE OR RAISE ANY
OBJECTION OR REQUISITION OR CLAIM FOR LOSS, DAMAGE OR COMPENSATION OR HAVE ANY
RIGHT OF RESCISSION IN RELATION TO THE FOLLOWING MATTERS:

(1) ANY MATTER DISCLOSED IN THE DOCUMENTS LISTED IN SPECIAL
CONDITION 6.2(B) AND MUST PROVIDE ALL SUCH WRITTEN CONSENTS TO THE ABOVE MATTERS
AS MAY BE REQUIRED BY THE VENDOR AT ANY TIME;

(2) THE REGISTRATION OF ANY DOCUMENT COMPRISING PART OF THE
ANNEXURES TO THIS CONTRACT OR ANY DOCUMENT OR INSTRUMENT CREATING OR OTHERWISE
CONCERNING ANY OF THE PROPOSED AFFECTATIONS ON THE TITLE TO THE PROPERTY OR ANY
PART OF THE LAND;

(3) ANY REQUIREMENT REASONABLY ACCEPTABLE TO THE PURCHASER OF ANY
AUTHORITY INCLUDING BUT NOT LIMITED TO THE COUNCIL, THE ROADS AND TRAFFIC
AUTHORITY OR SYDNEY WATER CORPORATION ATTACHING CONDITIONS TO SUBDIVISION OR
OTHER DEVELOPMENT OF THE PROPERTY;

(D) THE PURCHASER HAS SATISFIED ITSELF AS TO THE PURPOSES FOR WHICH THE
PROPERTY MAY BE USED IN ACCORDANCE WITH THE REQUIREMENTS OF THE RESPONSIBLE
AUTHORITY UNDER THE PROVISIONS OF THE ENVIRONMENTAL PLANNING AND ASSESSMENT ACT,
1979 AND THE LOCAL GOVERNMENT ACT, 1993;

(E) THE VENDOR IS UNDERTAKING CONTINUING DEVELOPMENT OF THE NORWEST
BUSINESS PARK AND THIS MAY INCLUDE BUT IS NOT LIMITED TO AMENDMENTS TO THE
MASTER SCHEME, INCLUDING AMENDMENTS OR VARIATIONS TO THE AREAS DESIGNATED AND
THE PERMITTED USES IN THE AREAS AND USES DESIGNATED.

6.4 NO WARRANTY OR REPRESENTATION
(A) SUBJECT TO SPECIAL CONDITION 7.2, NO WARRANTY OR REPRESENTATION AS
TO THE CONDITION OR FITNESS OF THE PROPERTY (INCLUDING BUT NOT LIMITED TO THE
CONDITION OR FITNESS OF THE SUB-SURFACE) OR AS TO THE CONDITION OR FITNESS FOR
PURPOSE OF THE PROPERTY FOR ANY PURPOSE OF ANY NATURE WHATSOEVER (INCLUDING BUT
NOT LIMITED TO THE PROPOSED DEVELOPMENT) IS GIVEN OR MADE BY THE VENDOR.

(B) THE PURCHASER MUST NOT RAISE ANY REQUISITION OR OBJECTION OR MAKE
ANY CLAIM FOR LOSS, DAMAGE OR COMPENSATION OR OTHER RELIEF IN RESPECT OF OR
RELATING TO ANY ISSUE RELATIVE TO SUCH CONDITION OR FITNESS, INCLUDING BUT NOT
LIMITED TO ANY CLAIM ON THE GROUNDS THAT:

(1) THERE ARE ANY DEFECTS (WHETHER LATENT OR PATENT) IN THE
PROPERTY OR ANY STRUCTURE ON THE PROPERTY OR IN THE PROVISION OF SERVICES
ERECTED OR TO BE ERECTED ON THE PROPERTY OR WORKS CARRIED OUT OR TO BE CARRIED
OUT ON THE PROPERTY OR ANY ADJOINING OR CONTINUOUS LAND OR STRUCTURE ERECTED ON
THAT LAND; OR

(2) THE PHYSICAL CONDITION OF THE PROPERTY (INCLUDING BUT NOT
LIMITED TO THE SOIL AND SUB-SURFACE) IS OR MAY BE SUCH AS TO RENDER THE PROPERTY
UNSUITABLE OR UNFIT FOR THE CARRYING OUT OF THE PROPOSED DEVELOPMENT OR THE
CONSTRUCTION OF ANY BUILDING OR ANY DEVELOPMENT UPON THE PROPERTY.

7. ENVIRONMENTAL CONDITIONS
7.1 PURCHASER RELIES ON OWN ENQUIRIES
(A) THE PURCHASER RELIES ENTIRELY ON ITS OWN INSPECTIONS AND ITS OWN
ENQUIRIES (FROM PARTIES OTHER THAN THE VENDOR, ITS SERVANTS AND AGENTS) AS TO:

(1) THE PAST AND PRESENT USES OF THE PROPERTY AND ANY IMPROVEMENTS
ON IT FROM TIME TO TIME;

(2) ANY MATERIALS ON THE PROPERTY FROM TIME TO TIME, INCLUDING ANY
MATERIALS USED IN OR AS PART OF THE CONSTRUCTION OF THE IMPROVEMENTS ON THE
PROPERTY FROM TIME TO TIME;

(3) ANY LICENCES, PERMITS, CONSENTS OR APPROVALS IN RESPECT OF THE
PROPERTY, ANY IMPROVEMENTS AND ANY ACTIVITIES CARRIED OUT ON THE PROPERTY FROM
TIME TO TIME; AND

(4) ANY ENVIRONMENTAL LIABILITY ASSOCIATED WITH THE PROPERTY, ANY
IMPROVEMENTS AND ANY ACTIVITIES CARRIED OUT ON THE PROPERTY FROM TIME TO TIME.

(B) THE REPORT ANNEXED HERETO MARKED "K" REFERS TO FILL. IN ALL
RESPECTS OTHER THAN SUCH FILL, AND WITHOUT LIMITING SPECIAL CONDITION 7.1(E),
THE VENDOR WARRANTS THAT IT IS NOT AWARE OF ANY ENVIRONMENTAL LIABILITY AS AT
THE DATE OF THIS CONTRACT. SUBJECT THERETO THE PURCHASER ACKNOWLEDGES THAT
NEITHER THE VENDOR NOR ANY OF THE VENDOR'S SERVANTS OR AGENTS HAVE MADE ANY
WARRANTIES IN RELATION TO THE MATTERS REFERRED TO IN PARAGRAPHS (A)(L)-(4)
ABOVE.

(C) IF THE VENDOR IS NOT IN BREACH OF ITS WARRANTY UNDER SPECIAL
CONDITION 7.1(B) THE PURCHASER IS NOT ENTITLED TO MAKE ANY OBJECTIONS,
REQUISITIONS OR CLAIMS FOR DAMAGES OR COMPENSATION NOR RESCIND THIS CONTRACT IN
RELATION TO ANY MATTER REFERRED TO IN PARAGRAPHS (A)(L)-(4) ABOVE.

(D) THE PURCHASER INDEMNIFIES THE VENDOR AGAINST ANY LIABILITY, CLAIMS,
DEMANDS, SUITS, PROCEEDINGS, LOSSES, COSTS, PENALTIES OR DAMAGES RELATED TO OR
ARISING OUT OF THE MATTERS REFERRED TO IN PARAGRAPHS (A)(1)-(4) ABOVE WHERE THE
MATTERS RELATE TO THE PERIOD DURING WHICH THE PURCHASER HAS POSSESSION OF THE
PROPERTY OR IS THE REGISTERED PROPRIETOR OF THE PROPERTY.

(E) ANNEXED HERETO MARKED "K" IS A REPORT DATED 30 JUNE 2000 BY
GEOTECHNIQUE PTY LTD. THE PURCHASER EXPRESSLY ACKNOWLEDGES THAT IT IS AWARE OF
ALL OF THE INFORMATION CONTAINED IN SUCH REPORT AND WILL MAKE NO OBJECTION,
REQUISITION OR CLAIM FOR COMPENSATION IN RELATION TO ANY SUCH INFORMATION.

7.2 VENDOR'S OBLIGATIONS
THE VENDOR MUST NOT PRIOR TO COMPLETION OF THIS CONTRACT:

(A) DO OR CAUSE TO BE DONE ANYTHING ON THE PROPERTY WHICH WOULD RESULT
IN ANY AUTHORITY ISSUING ANY NOTICE, DIRECTION OR ORDER REQUIRING ANY CLEAN-UP,
DECONTAMINATION, REMEDIAL ACTION OR MAKING GOOD UNDER ANY ENVIRONMENTAL LAW; OR

(B) DO OR CAUSE TO BE DONE ANYTHING ON THE PROPERTY WHICH WOULD
CONSTITUTE A VIOLATION OR CONTRAVENTION OF ANY ENVIRONMENTAL LAW.

8. PLAN
8.1 COMPLETION OF THIS CONTRACT IS CONDITIONAL ON REGISTRATION OF THE PLAN
WITHIN A PERIOD OF 12 MONTHS FROM THE DATE OF THIS CONTRACT. IN CLAUSE 28.2 OF
THE PRINTED CONDITIONS, "6 MONTHS" IS REPLACED BY "12 MONTHS".

8.2 THE VENDOR MUST AS SOON AS PRACTICABLE AND AT ITS COST:

(A) PREPARE THE PLAN IN A FORM REGISTRABLE AT THE LAND TITLES OFFICE;

(B) OBTAIN ALL APPROVALS OR CONSENTS FOR REGISTRATION REQUIRED FROM ANY
AUTHORITY OR PERSON WITH A REGISTERED INTEREST IN THE PROPERTY;

(C) LODGE THE PLAN FOR REGISTRATION AT THE LAND TITLES OFFICE.

8.3 THE VENDOR MUST AT ITS COST USE REASONABLE DILIGENCE AND DO EVERYTHING
REASONABLY REQUIRED FOR THE PLAN TO BE REGISTERED.

8.4 THE PARTIES MUST NOT UNREASONABLY OBJECT TO MINOR ALTERATIONS TO THE
AREA OR BOUNDARIES OF THE PLAN REQUIRED BY ANY AUTHORITY AND, IF REQUIRED, MUST
GIVE THEIR WRITTEN CONSENT TO THE MINOR ALTERATIONS.

8.5 THE PURCHASER MUST NOT REFUSE TO ACCEPT TITLE TO THE PROPERTY AND MUST
NOT MAKE ANY CLAIM FOR COMPENSATION IN RESPECT OF ANY MINOR ALTERATIONS TO THE
PLAN.

8.6 THE PURCHASER MUST NOT OBJECT TO OR CLAIM COMPENSATION FOR ANY EASEMENT
FOR BATTER ON TERMS AS SET OUT IN SCHEDULE 8 OF THE CONVEYANCING ACT 1919
CREATED UPON REGISTRATION OF THE PLAN (AND AS SHOWN ON ANNEXURE "F") WHERE SUCH
EASEMENT IS REQUIRED BY ANY RELEVANT AUTHORITY.

THE PURCHASER MUST CONSENT TO THE CREATION OF EASEMENTS FOR DRAINAGE
BENEFITING THE ROAD AUTHORITY OF THE PUBLIC ROAD TO BE DEDICATED WITHIN LOT 6003
OVER THE AREAS COLOURED RED IN THE PLAN ANNEXED MARKED "M".

8.7 NOTWITHSTANDING SPECIAL CONDITION 8.6 THERE SHALL BE REGISTERED IN
CONJUNCTION WITH THE PLAN AN INSTRUMENT UNDER THE PROVISIONS OF SECTION 88B OF
THE CONVEYANCING ACT CREATING A RESTRICTION ON USER BURDENING THE PROPERTY AND
BENEFITING LOT 2 IN DEPOSITED PLAN 816340 OWNED BY THE ASSOCIATION IN THE TERMS
SET FORTH IN ANNEXURE "J".

8.8 ANNEXED HERETO MARKED ""C" IS A SUBDIVISION APPROVAL OF THE PLAN ISSUED
BY THE COUNCIL DATED 28 SEPTEMBER 2001. THE PURCHASER ACKNOWLEDGES THE
CONDITIONS OF SUCH APPROVAL AND WILL MAKE NO OBJECTION, REQUISITION OR CLAIM FOR
COMPENSATION IN RELATION THERETO.

8.9 WITHOUT LIMITING THE PURCHASER'S RIGHTS UNDER THIS CONTRACT, THE
PURCHASER MAY RESCIND THIS CONTRACT IF:

(A) THE TOTAL AREA OF THE PROPERTY IS REDUCED BY MORE THAN 5% FROM THAT
SHOWN IN ANNEXURE "F"; OR

(B) THE VENDOR OR AN AUTHORITY REQUIRES A PUBLICLY ACCESSIBLE
PEDESTRIAN FOOTPATH OR RIGHT OF WAY TO BE LOCATED WITHIN THE PROPERTY; OR

(C) THE EASEMENTS AND RESTRICTIONS REFERRED TO IN THE FOLLOWING
SUB-CLAUSE AFFECT THE PROPERTY AFTER REGISTRATION OF THE PLAN.

8.10 NOTWITHSTANDING ANY OTHER PROVISION OF THIS CONTRACT, THE VENDOR SHALL
DO ALL THINGS REQUIRED TO PROCURE LAND AND PROPERTY INFORMATION NSW TO ISSUE THE
TITLE FOR THE PROPERTY FOLLOWING REGISTRATION OF THE PLAN FREE AND CLEAR OF, AND
ON COMPLETION OF THIS SALE THE PROPERTY SHALL NOT BE SUBJECT TO, THE FOLLOWING
EASEMENTS AND RESTRICTIONS:

DP 835983 RESTRICTION(S) ON THE USE OF LAND;

DP 844927 RESTRICTION(S) ON THE USE OF LAND;

DP 854838 RESTRICTION(S) ON THE USE OF LAND;

DP 835983 EASEMENT FOR SERVICES 31 WIDE, 18 WIDE AND VARIABLE
AFFECTING THE PROPERTY (OR PART);

DP 835983 EASEMENT FOR LANDSCAPING 31 WIDE, 18 WIDE AND VARIABLE
AFFECTING THE PROPERTY (OR PART); AND

DP 835983 EASEMENT FOR SIGNAGE, FLAGPOLES AND STREET FURNITURE 31
WIDE, 18 WIDE AND VARIABLE AFFECTING THE PROPERTY (OR PART).


9. DEVELOPMENT APPLICATION AND LANDSCAPING
9.1 AS SOON AS PRACTICABLE AFTER THE DATE OF THIS CONTRACT THE PURCHASER
SHALL LODGE THE DEVELOPMENT APPLICATION WITH THE ASSOCIATION FOR ITS APPROVAL TO
THE DEVELOPMENT APPLICATION UNDER THE CONSTITUTION AND WITHIN 5 BUSINESS DAYS OF
RECEIPT OF THE ASSOCIATION'S APPROVAL THE PURCHASER MUST LODGE THE DEVELOPMENT
APPLICATION WITH THE COUNCIL FOR THE COUNCIL'S APPROVAL. THE VENDOR SHALL
CONSENT IN WRITING TO SUCH LODGEMENT AS OWNER OF THE PROPERTY IF SUCH LODGEMENT
OCCURS BEFORE COMPLETION OF THIS CONTRACT.

9.2 THE LANDSCAPE MANAGEMENT PLAN TO BE INCLUDED WITH THE DEVELOPMENT
APPLICATION MUST:

(A) PROVIDE FOR LANDSCAPING OF THE FULL PERIMETER BOUNDARY OF THE
PROPERTY SIMULTANEOUSLY WITH LANDSCAPING TO BE PLANTED FOR THE PROPOSED
DEVELOPMENT;

(B) PROVIDE FOR THE BALANCE OF THE PROPERTY NOT REQUIRED FOR THE
PROPOSED DEVELOPMENT TO BE GRASSED AT THE SAME TIME AS THE LANDSCAPING REFERRED
TO IN (A) IS PERFORMED AND THEREAFTER TO MAINTAIN THAT GRASS UNTIL THAT AREA IS
FURTHER DEVELOPED;

(C) PROVIDE FOR THE LANDSCAPING REFERRED TO IN (A) TO INCLUDE MOUNDING
TO A MINIMUM 1.5 METRES IN HEIGHT ALONG ANY FRONTAGE OF THE PROPERTY ALONG A
PUBLIC ROAD WHERE THAT FRONTAGE IS ADJACENT TO ANY CARPARKING AREA.

9.3 (A) ON COMPLETION THE PURCHASER SHALL PAY TO THE VENDOR A SECURITY
DEPOSIT OF $330,000.00 OR A BANK GUARANTEE IN LIKE AMOUNT IN FAVOUR OF THE
VENDOR ISSUED BY A BANK LICENSED TO OPERATE IN AUSTRALIA AND IN TERMS ACCEPTABLE
TO THE VENDOR AS SECURITY TO ENSURE THAT THE PROVISIONS OF CLAUSE 9.2 ARE
SATISFIED. SUCH SECURITY DEPOSIT OR BANK GUARANTEE SHALL BE RETURNED TO THE
PURCHASER WITHIN 14 DAYS OF THE PURCHASER NOTIFYING THE VENDOR IN WRITING THAT
THE REQUIREMENTS OF CLAUSE 9.2 HAVE BEEN FULLY PERFORMED PROVIDED THAT THE SAID
WORKS HAVE BEEN DONE TO THE VENDOR'S REASONABLE SATISFACTION.

(B) AT ANY TIME PRIOR TO THE RETURN OF THE SECURITY DEPOSIT OR BANK
GUARANTEE REFERRED TO IN THIS CONDITION THE VENDOR MAY APPLY THE SECURITY
DEPOSIT, OR PROCEEDS OF THE BANK GUARANTEE, TOWARDS THE REASONABLE COST OF
CARRYING OUT THE PURCHASER'S OBLIGATIONS UNDER CLAUSE 9.2 PROVIDED THAT NO SUCH
WORKS SHALL BE CARRIED OUT BY THE VENDOR UNLESS THE PURCHASER HAS FAILED TO DO
SUCH WORKS WITHIN A REASONABLE TIME OF THE VENDOR NOTIFYING THE PURCHASER IN
WRITING OF THE WORKS WHICH THE VENDOR REQUIRES THE PURCHASER TO DO TO SATISFY
THE REQUIREMENTS OF CLAUSE 9.2. THE PURCHASER HEREBY IRREVOCABLY GRANTS ACCESS
TO THE PROPERTY TO THE VENDOR AND ITS CONTRACTORS FOR THE PURPOSE OF PERFORMING
WORKS WHICH THE PURCHASER FAILS TO PERFORM IN ACCORDANCE WITH A NOTICE ISSUED
PURSUANT TO THIS CONDITION.

9.4 THE PURCHASER COVENANTS WITH THE VENDOR THAT IT WILL SUBSTANTIALLY
COMMENCE WORK ON THE PROPOSED DEVELOPMENT PURSUANT TO AND IN ACCORDANCE WITH THE
DEVELOPMENT CONSENT WITHIN 2 YEARS OF THE DATE OF ISSUE OF THE DEVELOPMENT
CONSENT BY THE COUNCIL. IN THE EVENT THAT THE PURCHASER FAILS TO COMPLY WITH
ITS OBLIGATIONS UNDER THIS SPECIAL CONDITION THEN THE VENDOR MAY AT ITS
DISCRETION PURCHASE THE PROPERTY FROM THE PURCHASER PURSUANT TO AND IN
ACCORDANCE WITH THE PROVISIONS OF THE DEED OF OPTION AND RIGHT OF FIRST REFUSAL.
FOR THE PURPOSE OF THIS CLAUSE "SUBSTANTIALLY COMMENCE" SHALL HAVE THE SAME
MEANING AS DEFINED IN CLAUSE 1.1 OF THE SAID DEED OF OPTION AND RIGHT OF FIRST
REFUSAL.

10. ASSOCIATION
10.1 COMPLETION OF THIS CONTRACT IS CONDITIONAL UPON THE PURCHASER BECOMING
A PROVISIONAL MEMBER OF THE ASSOCIATION BEFORE THE DATE OF ACTUAL COMPLETION.

10.2 THE PURCHASER MUST PRIOR TO OR SIMULTANEOUSLY WITH THE DATE OF THIS
CONTRACT APPLY IN WRITING TO THE ASSOCIATION TO BECOME REGISTERED AS A MEMBER OF
THE ASSOCIATION IN THE MANNER SET OUT IN THE CONSTITUTION.

10.3 THE VENDOR MUST PROVIDE ALL NECESSARY ASSISTANCE TO THE PURCHASER IN
RESPECT OF THE PURCHASER'S APPLICATION (WHERE SUCH ASSISTANCE IS WITHIN ITS
POWER AND CONTROL).

10.4 (A) IF THE PURCHASER FAILS TO COMPLY WITH ITS OBLIGATIONS UNDER
SPECIAL CONDITION 10.2, THEN THE PURCHASER IRREVOCABLY AUTHORISES THE VENDOR, AS
ITS AGENT, TO MAKE AND PURSUE THE APPLICATION TO THE ASSOCIATION ON BEHALF OF
THE PURCHASER AND TO PAY ALL FEES AND DO ALL THINGS REQUIRED TO HAVE THE
PURCHASER REGISTERED AS A MEMBER OF THE ASSOCIATION.

(B) THE PURCHASER MUST INDEMNIFY AND KEEP THE VENDOR INDEMNIFIED FROM
AND AGAINST ALL COSTS SUFFERED OR INCURRED BY THE VENDOR IN RESPECT OF ANY
EXERCISE BY THE VENDOR OF THE AUTHORITY GRANTED TO IT UNDER PARAGRAPH (A) OF
THIS SUB-PARAGRAPH.

11. FIRB APPROVAL
11.1 COMPLETION OF THIS CONTRACT IS CONDITIONAL UPON FIRB APPROVAL, BEING
OBTAINED BY THE PURCHASER.

11.2 THE PURCHASER WARRANTS THAT:

(A) ITS SOLICITORS HAVE ADVISED IT THAT TO THE BEST OF THEIR KNOWLEDGE
AND BELIEF, THE TREASURER IS MORE LIKELY THAN NOT TO APPROVE OF THE PURCHASER'S
PURCHASE OF THE PROPERTY;

(B) ON OR BEFORE 5 BUSINESS DAYS AFTER THE DATE OF THIS CONTRACT, THE
FIRB APPLICATION WILL HAVE BEEN LODGED WITH THE TREASURER;

(C) IT WILL USE ITS BEST ENDEAVOURS TO OBTAIN FIRB APPROVAL AS
EXPEDITIOUSLY AS IS REASONABLY POSSIBLE; AND

(D) IT WILL GIVE THE VENDOR'S SOLICITORS COPIES OF THE FIRB APPLICATION
AND ALL SUBSEQUENT CORRESPONDENCE IN RESPECT OF THE FIRB APPLICATION AS SOON AS
SENT OR RECEIVED BY IT OR BY THE PURCHASER'S SOLICITOR.

11.3 THE PURCHASER HEREBY AUTHORISES THE VENDOR AND THE VENDOR'S SOLICITORS
TO MAKE ANY ENQUIRIES OF THE TREASURER AT ANY TIME IN RELATION TO THE FIRB
APPLICATION AND WILL WITHIN 2 BUSINESS DAYS OF THIS CONTRACT CONFIRM THIS
AUTHORISATION TO THE TREASURER BY NOTICE IN WRITING.

12. PROPOSED AFFECTATIONS
12.1 THE PURCHASER ACKNOWLEDGES THAT AS PART OF THE MASTER SCHEME IT IS
PROPOSED THAT THE PROPOSED AFFECTATIONS ARE CREATED OVER THE NORWEST BUSINESS
PARK.

12.2 THE PROPOSED AFFECTATIONS SHALL BE AN ITEM OR ITEMS LISTED IN THE SIXTH
SCHEDULE AND MAY, AS DETERMINED BY THE VENDOR ACTING REASONABLY, BENEFIT ANY
AUTHORITY OR ANY LAND OWNED BY:

(A) THE VENDOR OR ITS SUCCESSORS AND ASSIGNS;

(B) THE PURCHASER OR ITS SUCCESSOR AND ASSIGNS;

(C) ANY RELEVANT AUTHORITY;

(D) THE ASSOCIATION;

(E) OWNERS OF LOTS IN THE NORWEST BUSINESS PARK; OR

(F) THE OWNER OF ANY LAND ADJOINING THE NORWEST BUSINESS PARK.

12.3 THE PURCHASER MUST:

(A) CONSENT TO, JOIN IN AND EXECUTE ANY OR ALL DOCUMENTS AND
INSTRUMENTS TO ENSURE THE DUE AND EFFECTIVE CREATION AS REFERRED TO IN SPECIAL
CONDITION 12.2 OF ANY OF THE PROPOSED AFFECTATIONS AS AND WHEN REQUESTED SO TO
DO BY THE VENDOR WHETHER PRIOR TO, ON OR AFTER THE COMPLETION DATE;

(B) NOT MAKE ANY OBJECTION, REQUISITION OR CLAIM FOR COMPENSATION OR
ANY OTHER CLAIM BY REASON OF THE CREATION AS REFERRED TO IN SPECIAL CONDITION
12.2 BY ANY MEANS WHATSOEVER OF ANY OF THE PROPOSED AFFECTATIONS THE EFFECT OF
WHICH IN SUBSTANCE ACCORDS WITH THE MATTERS NOTED IN THE SIXTH SCHEDULE AS THEY
RELATE TO THE PROPERTY AND THE PURCHASER MUST IF REQUIRED BY THE VENDOR INCLUDE
IN THE FORM REQUIRED BY THE VENDOR IN THE APPROPRIATE ASSURANCE OF THE PROPERTY
ANY SUCH PROPOSED AFFECTATIONS; AND

(C) NOTWITHSTANDING SPECIAL CONDITIONS 12.3(A) OR (B), NOT RESCIND THIS
CONTRACT DUE TO THE CREATION OF AN EASEMENT, COVENANT OR RESTRICTION EXCEPT
WHERE THE EASEMENT, COVENANT OR RESTRICTION RELATES TO AND AFFECTS THE PROPERTY
AND IN THE OPINION OF THE PURCHASER ACTING REASONABLY, SUBSTANTIALLY DETRACTS
FROM THE PROPOSED USE AND ENJOYMENT OF THE PROPERTY BY THE PURCHASER AS
DISCLOSED IN THE PROPOSED DEVELOPMENT THEN THE PURCHASER MAY RESCIND THIS
CONTRACT BY NOTICE IN WRITING TO THE VENDOR.

12.4 THE PURCHASER HEREBY IRREVOCABLY AUTHORISES THE VENDOR TO CONSENT IN
THE NAME OF AND ON BEHALF OF THE PURCHASER IN RESPECT OF THE APPROVAL OF COUNCIL
AND/OR THE REGISTRATION OF ANY PLAN OR INSTRUMENT (WHETHER OR NOT SUCH
INSTRUMENT OPERATES BY VIRTUE OF SECTIONS 88B OR 88E OF THE CONVEYANCING ACT
1919 (NSW)) WHICH CREATES ANY EASEMENT, COVENANT OR RESTRICTION OVER THE
PROPERTY WHERE SUCH EASEMENT, COVENANT OR RESTRICTION DOES NOT, IN THE OPINION
OF THE PURCHASER ACTING REASONABLY, SUBSTANTIALLY DETRACT FROM THE PROPOSED USE
AND ENJOYMENT OF THE PROPERTY BY THE PURCHASER IN ACCORDANCE WITH THE PROPOSED
DEVELOPMENT.

THE PURCHASER HEREBY IRREVOCABLY APPOINTS THE VENDOR AS ITS LAWFUL ATTORNEY
FOR THE ABOVE PURPOSES.

12.5 PRIOR TO EXERCISING ITS POWER OF ATTORNEY UNDER OR PURSUANT TO SPECIAL
CONDITION 12.4, THE VENDOR MUST NOTIFY THE PURCHASER IN WRITING OF ITS INTENTION
TO EXERCISE THE RIGHTS AND UNLESS THE PURCHASER NOTIFIES THE VENDOR IN WRITING
WITHIN 10 BUSINESS DAYS OF BEING NOTIFIED BY THE VENDOR, THAT, IN THE OPINION OF
THE PURCHASER ACTING REASONABLY THE RELEVANT EASEMENT, COVENANT OR RESTRICTION
DOES SUBSTANTIALLY DETRACT FROM THE PROPOSED USE AND ENJOYMENT OF THE PROPERTY
BY THE PURCHASER IN ACCORDANCE WITH THE PROPOSED DEVELOPMENT, THEN, AT ANY TIME
AFTER THE EXPIRATION OF THE PERIOD OF 10 BUSINESS DAYS, THE VENDOR MAY
IMMEDIATELY EXERCISE ITS POWER OF ATTORNEY GRANTED UNDER SPECIAL CONDITION 12.4
WITHOUT RESTRICTION OR FURTHER NOTICE TO THE PURCHASER.

12.6 THE PURCHASER ACKNOWLEDGES THAT THE VENDOR IS, AS AT THE DATE OF THIS
CONTRACT, A MEMBER OF THE ASSOCIATION AND THAT THE VENDOR IS ENTITLED TO VOTE AS
SUCH IN RESPECT OF ANY RESOLUTION OF THE ASSOCIATION IN SUCH MANNER AND TO SUCH
EFFECT AS IT DEEMS FIT.

13. RESTRICTIONS AS TO USER
SUBJECT TO SPECIAL CONDITIONS 8.6, 8.9, 8.10, 31.3 AND 31.4 THE PURCHASER
ACKNOWLEDGES THAT THE RESTRICTIONS AS TO USER HAVE BEEN REGISTERED AND AFFECT
THE PROPERTY AND THE PURCHASER MUST NOT MAKE ANY OBJECTION, REQUISITION OR CLAIM
FOR COMPENSATION IN RESPECT OF THE RESTRICTIONS AS TO USER.

14. TRANSFER
14.1 THE VENDOR MUST UPON LODGEMENT OF THE PLAN FOR REGISTRATION WITH THE
LAND TITLES OFFICE NOTIFY THE PURCHASER IN WRITING OF THE DEPOSITED PLAN NUMBER
OF THE PLAN.

14.2 THE PURCHASER MUST AT ITS EXPENSE AT LEAST 10 BUSINESS DAYS PRIOR TO
THE COMPLETION DATE DELIVER TO THE VENDOR FOR EXECUTION THE TRANSFER FOR THE
PROPERTY.

15. SITE WORKS REBATE

ON COMPLETION AND IN ACCORDANCE WITH CONDITION 35 THE VENDOR SHALL REBATE
TO THE PURCHASER AN AMOUNT OF $500,000.00 (INCLUSIVE OF GST) OFF THE PRICE AS A
CONTRIBUTION TOWARDS SITE WORKS WHICH WILL BE REQUIRED TO BE PROVIDED TO THE
PROPERTY BY THE PURCHASER IN RELATION TO THE PROPOSED DEVELOPMENT AND OTHER
DEVELOPMENT PROPOSED BY THE PURCHASER FOR THE PROPERTY.

16. ENCUMBRANCE ON CERTIFICATE OF TITLE
IF ANY ENCUMBRANCE TO WHICH THE PROPERTY IS SUBJECT IS NOTED ON THE
CERTIFICATE OF TITLE FOR THE PROPERTY ON COMPLETION, THEN:

(A) THE PURCHASER MUST ACCEPT A DULY EXECUTED DISCHARGE IN REGISTERABLE
FORM WHICH IN THE VENDOR'S REASONABLE OPINION WILL REMOVE THE ENCUMBRANCE,
TOGETHER WITH THE APPLICABLE REGISTRATION FEE; AND

(B) WHEN THE VENDOR GIVES THE PURCHASER A DISCHARGE, THE VENDOR IS
REGARDED AS HAVING GIVEN THE PURCHASER A TRANSFER OF THE PROPERTY FREE FROM THE
ENCUMBRANCE.

17. DEED OF OPTION AND RIGHT OF FIRST REFUSAL
COMPLETION OF THIS CONTRACT IS CONDITIONAL UPON THE PARTIES ENTERING INTO
THE DEED OF OPTION AND RIGHT OF FIRST REFUSAL SIMULTANEOUSLY WITH ENTERING INTO
THIS CONTRACT.

18. CAVEAT
THE PURCHASER MUST NOT LODGE ANY CAVEAT UPON THE TITLE OF THE LAND WHICH
HAS THE EFFECT OF PRECLUDING REGISTRATION OF ANY PLAN, INSTRUMENT, RESTRICTION,
EASEMENT, RIGHT OR OTHER MATTER CONTEMPLATED BY THIS CONTRACT OR ANY MORTGAGE OR
VARIATION MORTGAGE OR THE SALE OF ANY OTHER PART OF THE LAND NOT BEING THE
SUBJECT OF THIS CONTRACT.

19. ASSIGNMENT
19.1 THE PURCHASER MUST NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE VENDOR
(WHICH MAY BE GIVEN OR WITHHELD IN ITS ABSOLUTE DISCRETION AND WITHOUT THE
DISCLOSURE OF ANY REASON), ASSIGN ANY OF ITS RIGHTS, OBLIGATIONS OR INTERESTS
UNDER THIS CONTRACT. THIS CONDITION SHALL NOT APPLY TO ANY ASSIGNMENT TO A
RELATED BODY CORPORATE (AS DEFINED IN THE CORPORATIONS ACT) OF THE PURCHASER.

19.2 THE VENDOR MAY AT ANY TIME ASSIGN, CHARGE OR ENCUMBER ITS RIGHT, TITLE
AND INTEREST UNDER THIS CONTRACT OR ANY PART WITHOUT THE CONSENT OF THE
PURCHASER. ANY ASSIGNMENT BY THE VENDOR MUST NOT AFFECT THE PURCHASER'S RIGHTS
AGAINST THE VENDOR UNDER THIS CONTRACT.

20. RIGHT TO RESCIND
BEFORE COMPLETION ANY PARTY MAY RESCIND THIS CONTRACT BY GIVING THE OTHER
PARTIES WRITTEN NOTICE, IF ANY OTHER PARTY:

(A) IS A NATURAL PERSON AND DIES OR BECOMES MENTALLY ILL; OR

(B) IS A COMPANY AND:

(1) IS WOUND UP; OR

(2) A RECEIVER, RECEIVER AND MANAGER, OFFICIAL MANAGER,
ADMINISTRATOR, TRUSTEE OR SIMILAR OFFICIAL IS APPOINTED OVER ITS ASSETS OR
UNDERTAKING.

21. PASSING OF RISK
21.1 DIVISION 7 OF PART IV OF THE CONVEYANCING ACT 1919 (NSW) DOES NOT APPLY
TO THIS CONTRACT.

21.2 ON EXECUTION OF THIS CONTRACT THE PURCHASER BEARS THE RISK OF DAMAGE TO
THE PROPERTY.

22. AGENT
22.1 THE PURCHASER WARRANTS THAT IT WAS NOT INTRODUCED TO THE VENDOR OR THE
PROPERTY BY ANY AGENT OTHER THAN THE VENDOR'S AGENT REFERRED TO ON THE FRONT
PAGE OF THIS CONTRACT IN CIRCUMSTANCES WHICH COULD GIVE RISE TO A CLAIM FOR
COMMISSION OR EXPENSES IN RESPECT OF THE SALE OF THE PROPERTY AGAINST THE
VENDOR.

22.2 THE PURCHASER INDEMNIFIES THE VENDOR AGAINST ANY CLAIM REFERRED TO IN
SPECIAL CONDITION 22.1.

23. INCOMPLETE WORK
23.1 DESPITE PRINTED CONDITION 11, ANY WORK REQUIRED TO BE DONE ON THE
PROPERTY BY ANY WORK ORDER REFERRED TO IN PRINTED CONDITION 11 WHICH IS NOT
COMPLETED BY COMPLETION DOES NOT:

(A) CONSTITUTE A DEFECT IN TITLE; OR

(B) ENTITLE THE PURCHASER TO MAKE ANY OBJECTION, REQUISITION OR CLAIM
FOR COMPENSATION OR TO RESCIND OR TERMINATE OR TO DELAY COMPLETION OF THIS
CONTRACT.

23.2 IF NOT COMPLIED WITH THE VENDOR MUST COMPLY AFTER COMPLETION WITH ANY
WORK ORDER ISSUED BEFORE THE DATE OF THIS CONTRACT.

24. SEWAGE PIPES
THE PURCHASER ACKNOWLEDGES THAT THE SYDNEY WATER CORPORATION DOES NOT AT
THE DATE OF THIS CONTRACT HAVE AVAILABLE A DRAINAGE DIAGRAM FOR OR IN RELATION
TO THE PROPERTY AND THE PURCHASER MUST MAKE NO OBJECTION REQUISITION OR CLAIM
FOR COMPENSATION NOR DOES THE PURCHASER HAVE ANY RIGHT OF RESCISSION IN RESPECT
OF OMISSION FROM THIS CONTRACT OF ANY SUCH DIAGRAM EVEN IF A DIAGRAM COMES UNDER
EXISTENCE PRIOR TO COMPLETION OF THIS CONTRACT.

25. NON-MERGER ON COMPLETION
THE OBLIGATIONS, WARRANTIES, COVENANTS, CONTRACTS, GUARANTEES AND
INDEMNITIES CONTAINED IN OR REQUIRED OR CONTEMPLATED BY OR IN CONNECTION WITH
THIS CONTRACT WHICH REMAIN TO BE PERFORMED OR ARE CAPABLE OF HAVING EFFECT OR
APPLICATION (EXPRESS OR IMPLIED) AFTER THE COMPLETION DATE WILL NOT MERGE ON
COMPLETION OF THIS CONTRACT AND WILL ENURE TO THE BENEFICIARY THEREOF AND WILL
REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING COMPLETION OF THIS CONTRACT.

26. GOVERNING LAW AND JURISDICTION
26.1 THIS CONTRACT IS GOVERNED BY THE LAWS OF THE STATE OF NEW SOUTH WALES.

26.2 THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF NEW
SOUTH WALES.

27. SEVERABILITY
27.1 UNENFORCEABILITY OF A PROVISION OF THIS CONTRACT DOES NOT AFFECT THE
ENFORCEABILITY OF ANY OTHER PROVISION.

27.2 SPECIAL CONDITION 27.1 DOES NOT APPLY IF ITS APPLICATION MATERIALLY
AFFECTS THE COMMERCIAL ARRANGEMENT CONSTITUTED BY THIS CONTRACT.

28. ENTIRE AGREEMENT
THIS CONTRACT IS THE ENTIRE CONTRACT BETWEEN THE PARTIES IN RESPECT OF ITS
SUBJECT MATTER.

29. FILL
THE PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES THAT FILLING MATERIAL HAS BEEN
PLACED ON OR WITHIN THE PROPERTY AND SUBJECT TO SPECIAL CONDITION 36 THE
PURCHASER COVENANTS WITH THE VENDOR THAT IT SHALL MAKE NO REQUISITION, OBJECTION
OR CLAIM FOR COMPENSATION FOR OR IN RELATION TO THE EXISTENCE OF THE SAID
FILLING MATERIAL AND/OR THE EFFECT, IF ANY, OF SAME ON THE PROPERTY.

30. INTENTIONALLY OMITTED
----------------------

31. SITE REQUIREMENTS
31.1 PRIOR TO COMPLETION THE VENDOR MUST PROVIDE THE PURCHASER A LETTER FROM
THE COUNCIL TO THE EFFECT THAT THE COUNCIL SHALL NOT REQUIRE ANY PUBLICLY
ACCESSIBLE PEDESTRIAN FOOTPATH OR RIGHT OF WAY GIVING ACCESS FROM OLD WINDSOR
ROAD TO BELLA VISTA FARM PARK TO BE LOCATED WITHIN THE PROPERTY.

31.2 THE VENDOR SHALL NOT OBJECT TO ANY PERIMETER SECURITY FENCING BEING
ERECTED ON THE PROPERTY IF:

(A) SUCH FENCING IS LOCATED WITHIN THE PROPERTY AND BEHIND ANY
LANDSCAPING SETBACK AREA FROM THE PERSPECTIVE OF ANY PUBLIC ROAD ADJOINING THE
PROPERTY; AND

(B) SUCH FENCING SATISFIES THE INTENT OF THE MASTER SCHEME.

31.3 PRIOR TO COMPLETION THE VENDOR MUST REMOVE FROM THE PROPERTY ALL
APPARATUS, WIRES, CABLES AND POSTS PROVIDING THE SERVICES REFERRED TO IN
TRANSFER I467344.

31.4 PRIOR TO COMPLETION THE VENDOR MUST ALSO PROCURE FROM THE COUNCIL
(BEING THE GRANTEE FOR THE TIME BEING REFERRED TO IN TRANSFER I467344) A LEGALLY
ENFORCEABLE RIGHT AVAILABLE TO THE PURCHASER WHEREBY THE COUNCIL IS CAPABLE OF
BEING RESTRAINED FROM EXERCISING ITS RIGHTS PURSUANT TO THE RIGHT OF CARRIAGEWAY
AND EASEMENT FOR SERVICES CREATED BY TRANSFER I467344. THE VENDOR AND PURCHASER
AGREE THAT THE MAKING OF A DEED BETWEEN THE VENDOR AND THE COUNCIL, IN OR
SUBSTANTIALLY IN, THE FORM ATTACHED MARKED "L" WILL SATISFY THE REQUIREMENTS OF
THIS CONDITION.

31.5 NOT LATER THAN THE DEDICATION OF THE PUBLIC ROAD REFERRED TO IN SPECIAL
CONDITION 34.1 THE VENDOR MUST COMPLY WITH CLAUSES 1.2 AND 1.3 OF THE DEED
ATTACHED MARKED "L".

31.6 FORTHWITH UPON COMPLETION OF THIS CONTRACT THE VENDOR MUST NOTIFY THE
COUNCIL IN WRITING OF THE SALE OF THE PROPERTY TO THE PURCHASER AND REQUEST THE
COUNCIL TO ENTER INTO THE FURTHER DEED CONTEMPLATED BY CLAUSE 2.5 IN THE DEED
ATTACHED MARKED "L". THE PURCHASER MUST ENTER INTO SUCH FURTHER DEED WITH THE
COUNCIL PROVIDED THAT SUCH DEED IS IN REASONABLE TERMS. IF THE COUNCIL FAILS TO
ENTER INTO SUCH DEED THE PURCHASER MAY COMMENCE AND MAINTAIN LEGAL PROCEEDINGS
AGAINST THE COUNCIL TO ENFORCE THE COUNCIL'S OBLIGATIONS, IN THE NAME OF THE
VENDOR (BUT AT THE COST OF THE PURCHASER) AND THE VENDOR SHALL PROVIDE ANY
NECESSARY AUTHORITY AS REASONABLY REQUIRED BY THE PURCHASER TO THAT EFFECT.

32. ACCESS
THE VENDOR HEREBY GRANTS THE PURCHASER ACCESS TO THE PROPERTY FOR THE
PURPOSE OF GEOTECHNICAL AND ENVIRONMENTAL TESTING PROVIDED THAT THE PURCHASER
BEFORE UNDERTAKING ANY SUCH TESTING PROVIDES THE VENDOR WITH COMPLETE DETAILS OF
THE PROPOSED TESTING AND PROVIDED THAT SUCH DETAILS ARE ACCEPTABLE TO THE
VENDOR, ACTING REASONABLY, (AS EVIDENCED IN WRITING BY THE VENDOR) AND FURTHER
PROVIDED THAT THE PURCHASER AGREES TO COMPLY WITH ALL FURTHER CONDITIONS, IF
ANY, IMPOSED ON SUCH ACCESS BY THE VENDOR AND THAT THE PURCHASER SHALL PAY THE
COST OF ANY SUCH TESTING.

33. DRAINAGE
IN ANY DEVELOPMENT TO BE CONSTRUCTED UPON THE PROPERTY BY THE PURCHASER OR
ITS CONTRACTORS THE PURCHASER MUST MEET ALL RELEVANT REQUIREMENTS OF THE
PROTECTION OF THE ENVIRONMENT OPERATIONS ACT 1997 AND THE MASTER SCHEME IN
RELATE TO SITE DRAINAGE.

34. CONSTRUCTION OF ROAD
34.1 THE VENDOR AGREES TO CONSTRUCT A TRAFFICABLE PUBLIC ROAD WITHIN THE
AREA MARKED "FUTURE ROAD" BEING LOT 6003 ON THE COPY OF THE UNREGISTERED PLAN
ANNEXED HERETO AND TO CREATE A RIGHT OF CARRIAGEWAY AND EASEMENT FOR SERVICES 18
WIDE AND VARIABLE OVER SUCH AREA INTER ALIA IN FAVOUR OF THE PROPERTY PENDING
DEDICATION OF SUCH ROAD AS A PUBLIC ROAD. SUCH RIGHT OF CARRIAGEWAY AND
EASEMENT MUST BE CREATED AT OR BEFORE COMPLETION AND THE SAID ROAD MUST BE
COMPLETED AND DEDICATED IN CONJUNCTION WITH THE PURCHASER'S CONSTRUCTION OF THE
PROPOSED DEVELOPMENT TO THE INTENT THAT IT WILL BE CONSTRUCTED AND AVAILABLE FOR
USE BY THE PURCHASER AND ITS INVITEES WHEN THE PROPOSED DEVELOPMENT OPENS FOR
BUSINESS AS EVIDENCED BY THE ISSUE OF AN OCCUPATION CERTIFICATE WITHIN THE
MEANING OF THE ENVIRONMENTAL PLANNING & ASSESSMENT ACT 1979.

34.2 NOTWITHSTANDING THE RIGHT OF CARRIAGEWAY AND EASEMENT FOR SERVICES
REFERRED TO IN 34.1 THE PURCHASER AGREES WITH THE VENDOR THAT IT WILL NOT
EXERCISE ITS RIGHTS PURSUANT TO THE SAID RIGHT OF CARRIAGEWAY AND EASEMENT FOR
SERVICES DURING THE PERIOD OF CONSTRUCTION OF THE ROADWAY BY THE VENDOR OR ITS
SUB-CONTRACTORS WITHIN THE AREA OF THE SAID RIGHT OF CARRIAGEWAY AND EASEMENT
FOR SERVICES AND DURING SUCH PERIOD THE PURCHASER SHALL ACCESS THE PROPERTY FROM
NORWEST BOULEVARDE OR FROM PARTS OF THE SAID LOT 6003 NOMINATED BY THE VENDOR.
THE VENDOR SHALL CONSTRUCT AT THE VENDOR'S EXPENSE TEMPORARY ROADS WITHIN THE
PROPERTY AND ALONG THE LENGTH OF AND ADJACENT TO LOT 6003 DURING CONSTRUCTION OF
THE PERMANENT ROADWAY. SUCH TEMPORARY ROADS SHALL BE OF SUCH STANDARD AS IS
REASONABLY NECESSARY TO ACCOMMODATE CONSTRUCTION TRAFFIC TO AND FROM THE
PURCHASER'S CONSTRUCTION WORKS ON THE PROPERTY AND SHALL BE MADE AVAILABLE TO
THE PURCHASER DURING SUCH CONSTRUCTION WORK BUT SHALL BE REQUIRED ONLY FOR SUCH
PERIODS AS ACCESS TO THE PURCHASER'S CONSTRUCTION WORKS ON THE PROPERTY IS
UNAVAILABLE VIA ANY PERMANENT OR OTHER ROAD CONSTRUCTED BY THE VNEDOR WITHIN LOT
6003.

34.3 FOLLOWING CONSTRUCTION OF THE PROPOSED ROADWAY OVER THE SAID AREA OF
PROPOSED ROAD THE PURCHASER MUST UPON WRITTEN REQUEST OF THE VENDOR CONSENT TO,
AND PROCURE THE CONSENT OF ANY MORTGAGEE OR LESSEE OF THE PROPERTY TO THE
RELEASE OF THE SAID RIGHT OF CARRIAGEWAY AND EASEMENT FOR SERVICES 18 WIDE WHICH
RELEASE WILL TAKE EFFECT UPON REGISTRATION OF THE DEDICATION OF THE SAID AREA
OF THE PROPOSED ROAD AS A PUBLIC ROAD.

35. DEFERRED PAYMENT OF PRICE
35.1 NOTWITHSTANDING ANYTHING OTHERWISE HEREIN CONTAINED THE BALANCE OF THE
PRICE SHALL NOT BE FULLY PAID ON COMPLETION BUT SHALL BE PAID IN THE AMOUNTS AND
ON THE DATES SET FORTH IN CONDITION 35.2.

35.2 THE BALANCE OF THE PRICE SHALL BE PAID AS FOLLOWS:

(A) THE DEPOSIT SHALL BE RELEASED TO THE VENDOR ON THE COMPLETION DATE;

(B) A FURTHER AMOUNT OF $20,580,000.00 SHALL BE PAID ON COMPLETION.
SUCH AMOUNT SHALL BE ADJUSTED BY THE AMOUNT OF THE SITE WORKS REBATE REFERRED TO
IN SPECIAL CONDITION 15 AND ANY ADJUSTMENTS TO THE PRICE ARISING PURSUANT TO
SPECIAL CONDITION 4.3;

(C) A FURTHER AMOUNT OF $10,500,000.00 SHALL BE PAID ON THE DATE SIX
MONTHS AFTER COMPLETION;

(D) THE BALANCE OF $10,500,000.00 PAYABLE UNDER THIS CONTRACT SHALL BE
PAID ON THE DATE 12 MONTHS AFTER COMPLETION.;

(E) ADJUSTMENTS PURSUANT TO CLAUSE 14 OF THE CONTRACT SHALL BE PAID ON
COMPLETION.

35.3 TIME SHALL BE OF THE ESSENCE IN RELATION TO THE DATE FOR PAYMENT OF
THOSE PARTS OF THE PRICE REFERRED TO IN CONDITIONS 35.2(A), 35.2(C) AND 35.2(D).

35.4 ON COMPLETION THE PURCHASER MUST DELIVER TO THE VENDOR A BANK GUARANTEE
OR GUARANTEES DRAWN ON A BANK LICENCED TO OPERATE IN AUSTRALIA REASONABLY
ACCEPTABLE TO THE VENDOR AND ON TERMS ACCEPTABLE TO THE VENDOR IN THE AMOUNT OF
$21,000,000.00 AS SECURITY FOR THE PAYMENTS REFERRED TO IN CONDITIONS 35.2(C)
AND 35.2(D). IF THE PURCHASER FAILS TO MAKE EITHER OF THE PAYMENTS REFERRED TO
CONDITIONS 35.2(C) AND 35.2(D) ON THE RELEVANT DUE DATE FOR PAYMENT THEN THE
VENDOR, WITHOUT REFERENCE TO THE PURCHASER, MAY DRAW DOWN UPON THE SAID BANK
GUARANTEE OR GUARANTEES FOR THE FULL AMOUNT OF THE PART OF THE PRICE WHICH THE
PURCHASER HAS FAILED TO PAY ON THE RELEVANT DUE DATE.

35.5 IF THE PAYMENT DUE ON THE DATE REFERRED TO IN CONDITION 35.2(C) IS PAID
BY THE PURCHASER THEN THE VENDOR SHALL FACILITATE THE RELEASE OF ANY EXISTING
BANK GUARANTEE SUCH THAT THERE REMAINS HELD BY THE VENDOR A BANK GUARANTEE OR
GUARANTEES FOR AN AMOUNT NOT EXCEEDING $10,500,000.00.

35.6 IF THE PAYMENT DUE ON THE DATE REFERRED TO IN CONDITION 35.2(D) IS PAID
BY THE PURCHASER THEN THE VENDOR SHALL FACILITATE THE RELEASE OF ANY REMAINING
BANK GUARANTEE.

36. STOCKPILED SOILS
36.1 THE PARTIES ACKNOWLEDGE THAT THERE IS SITUATED ON THE PROPERTY AT THE
DATE OF THIS CONTRACT A LARGE STOCKPILE OF SOIL.

36.2 AS SOON AS PRACTICABLE THE PURCHASER SHALL (WHETHER BEFORE OR AFTER
COMPLETION) NOTIFY THE VENDOR IN WRITING OF THE QUANTUM OF SUCH STOCKPILED SOIL
WHICH THE PURCHASER REQUIRES OR HAS USED FOR THE DEVELOPMENT PROPOSED BY THE
PURCHASER FOR THE PROPERTY.

36.3 AS SOON AS PRACTICABLE AFTER RECEIPT OF THE NOTICE REFERRED TO IN
SPECIAL CONDITION 36.2 THE VENDOR AT THE VENDOR'S COST SHALL REMOVE FROM THE
PROPERTY THE SAID STOCKPILED SOIL WHICH IS NOT REQUIRED FOR USE OR HAS NOT BEEN
USED BY THE PURCHASER. THE PURCHASER HEREBY AUTHORISES THE VENDOR AND ITS
CONTRACTORS TO ENTER UPON THE PROPERTY TO REMOVE THE SAID UNUSED STOCKPILED
SOIL.

37. REMOVAL OF EASEMENT
THE VENDOR AND THE PURCHASER SHALL EACH USE THEIR BEST ENDEAVOURS TO REMOVE
THE PROPOSED EASEMENT FOR BATTER AND SUPPORT AFFECTING THE PROPERTY AND PROPOSED
LOT 6002 AFTER CONSTRUCTION OF THE PERMANENT ROAD WITHIN LOT 6003 AFTER ITS
DEDICATION AS A PUBLIC ROAD.


SIXTH SCHEDULE (SPECIAL CONDITION 12)
PROPOSED AFFECTATIONS

THE PROPOSED AFFECTATIONS MAY INCLUDE:

(A) EASEMENTS, RESTRICTIONS AND RIGHTS WITHIN THE NORWEST BUSINESS PARK FOR:

(1) OMITTED

(2) SERVICES AND UTILITIES INCLUDING BUT NOT LIMITED TO:

- ELECTRICITY
- WATER
- SEWERAGE
- GAS
- SECURITY
- TELEPHONE
- COMMUNICATIONS
- DRAINAGE ON AN INFRASTRUCTURE OR INTER-ALLOTMENT BASIS
- SECURITY AND MONITORING
- PRIVATE COMMUNICATION
- LANDSCAPING - FORMAL/INFORMAL
- LIGHTING
- VIDEO AND AUDIO CABLE
- MICROWAVE
- IRRIGATION
- AUTHORISED ACCESS FOR LANDSCAPE/MAINTENANCE
- FLAGPOLES
- SIGNAGE AND INFORMATION SCHEMES AND STRUCTURE
- DISPLAY OF STRUCTURES/MURALS
- STREET FURNITURE
- DRAINAGE
- CCS MONITORING
- CCTV MONITORING SERVICES;

(3) LANDSCAPING BUFFER ZONES INCLUDING BUT NOT LIMITED TO AN EASEMENT
AND/OR RESTRICTION AS TO THE USE OF A LANDSCAPE BUFFER ZONE OF APPROXIMATELY 15
METRES INSIDE AND PARALLEL TO THE BOUNDARIES OF ANY LOT WHICH IS ADJOINING OR
CONTIGUOUS WITH THE BOUNDARY OF THE PROPOSED OPEN SPACE CORRIDOR TO THE
FOLLOWING EFFECT:

"NO BUILDING OR OTHER STRUCTURE SHALL BE ERECTED WITHIN THE
LANDSCAPE BUFFER ZONE 15 METRES WIDE SHOWN ON THE PLAN AND NO FENCE SHALL BE
ERECTED ALONG ANY SUCH BOUNDARY.";

(4) OMITTED

(5) OMITTED

(6) ;OMITTED

(7) ;OMITTED

(8) MAINTENANCE OF LANDSCAPED AREAS BY THE ASSOCIATION;

(9) LAKES AND FORESHORE AREAS, INCLUDING BUT NOT LIMITED TO, MATTERS
CONNECTED WITH:

- WATER STORAGE
- POLLUTION ARRESTING DEVICES
- STRUCTURES
- PUMPING STATIONS
- IRRIGATION
- LIGHTING
- LANDSCAPE - FORMAL/INFORMAL
- DRAINAGE
- COMMUNICATION
- FLAGPOLE
- PONTOON AND JETTIES
- CONSTRUCTION AND MAINTENANCE OF ABOVE
- PONTOONS
- CHEMICAL WORKS/ADDITIVES
- RIGHTS TO RESTRICT FISHING
- RIGHT TO REGULATE ALL ACTIVITIES ON OR AROUND THE LAKE
- NO BUILDING OR DEVELOPMENT EXISTING WITHOUT THE FORMAL APPROVAL
OF THE ASSOCIATION;

(10) THE GOLF COURSE AND ASSOCIATION MEMBERS;

(11) THE ACCESS, USE, MAINTENANCE AND CONSTRUCTION OF PIPELINES
THROUGHOUT THE NORWEST BUSINESS PARK;

(12) THE ACCESS, USE, MAINTENANCE AND CONSTRUCTION OF DAMS, LAKES OR
NATURAL WATERCOURSES INCLUDING BUT NOT LIMITED TO FILLING OR RECLAIMING THEREOF;

(13) ANY REQUIREMENTS OR RESTRICTIONS IMPOSED BY COUNCIL ANY AUTHORITY
OR ANY BODY WHOSE CONSENT IS REQUIRED PRIOR TO THE REGISTRATION OF ANY PLAN OF
SUBDIVISION OF THE NORWEST BUSINESS PARK;

(14) UNDERPASS RIGHTS AND ACCESS FOR MATTERS INCLUDING BUT NOT LIMITED
TO:

- DRAINAGE
- LIGHTING
- COMMUNICATIONS
- LANDSCAPING;

(15) ALL OTHER MATTERS DISCLOSED OR REFERRED TO IN THIS CONTRACT;

(B) OMITTED

(C) A RESTRICTION THAT NO LOT WITHIN THE NORWEST BUSINESS PARK MAY BE USED
IN SUCH A MANNER AS TO:

(1) PERMIT THE GROWTH OF GRASS OR WEEDS TO A HEIGHT GREATER THAN
FIFTEEN CENTIMETRES (15CM) OR SUCH OTHER HEIGHT AS THE ASSOCIATION MAY, ACTING
REASONABLY, FROM TIME TO TIME DETERMINE;

(2) MAINTAIN OR STORE THERE AN UNTIDY, UNSIGHTLY OR UNHEALTHY,
ACCUMULATIONS OF DEBRIS, RUBBISH OR OTHER MATERIALS;

(3) PERMIT THE ACCUMULATION OF MATERIALS WHICH MAY CONSTITUTE A FIRE
HAZARD;

(4) PERMIT THE ACCUMULATION OF REFUSE (WHICH SHALL BE TAKEN BY THE
PROPRIETOR OR OCCUPIER OF THE BURDENED LOT TO THE DESIGNATED COLLECTION POINTS
AT THE APPOINTED DAYS AND TIMES FOR COLLECTION);

(D) THE SEWERAGE SERVICE.

..


ANNEXURE "J"

NOT MORE THAN THIRTY PER CENTUM (30%) OF THE GROSS FLOOR AREA OF ANY BUILDING OR
BUILDINGS ERECTED ON THE LOT BURDENED BY THIS RESTRICTION SHALL BE USED AND/OR
OCCUPIED OTHERWISE THAN BY RESMED LIMITED (ABN 30 003 765 142) OR A RELATED BODY
CORPORATE OF THAT CORPORATION WITHIN THE MEANING OF THE CORPORATIONS ACT 2001
FOR THE MANUFACTURE, STORAGE, MARKETING AND/OR DISTRIBUTION OF PRODUCTS AND
SERVICES PRODUCED BY ANY OF SUCH CORPORATIONS AND THE MANAGEMENT OF SUCH
CORPORATIONS WITHOUT THE CONSENT IN WRITING OF NORWEST ASSOCIATION LIMITED (ACN
003 443 883). THIS RESTRICTION SHALL CEASE TO BE OF ANY FORCE OR EFFECT ON AND
FROM THE DATE FIVE YEARS AFTER THE REGISTRATION OF THIS PLAN BUT IN THE MEANTIME
MAY BE RELEASED, VARIED OR MODIFIED BY THE SAID NORWEST ASSOCIATION LIMITED WITH
THE CONSENT IN WRITING OF THE SAID RESMED LIMITED.




BETWEEN


1. NORWEST LIMITED, ABN 27 000 004 633
2. BAULKHAM HILLS SHIRE COUNCIL


DEED


ABBOTT
TOUT
SOLICITORS
LEVEL 5
TOWER LIFE BUILDING
69 PHILLIP STREET
PARRAMATTA NSW 2150

DX 8285 PARRAMATTA
TEL: (02) 9842 8888
FAX: (02) 9842 8855
REF: JRB








CONTENTS
CLAUSE PAGE NO
- ----------------------------------------------------

1. NORWEST'S OBLIGATIONS 2
2. COUNCIL'S FORBEARANCE AND OBLIGATIONS 3
3. LAND TRANSFER 3
4. COSTS 4
EXECUTION CLAUSE 4





----------------
DEED
----------------
THIS DEED DATED 19TH DECEMBER 2001
PARTIES
1. NORWEST LIMITED (ABN 27 000 004 633) OF 46 BROOKHOLLOW AVENUE, NORWEST
BUSINESS PARK, BAULKHAM HILLS ("NORWEST"); AND
2. BAULKHAM HILLS SHIRE COUNCIL OF SHOWGROUND ROAD, CASTLE HILL ("COUNCIL").
RECITALS
A. NORWEST IS THE REGISTERED PROPRIETOR OF LOT 601 IN DEPOSITED PLAN 882552
WHICH LAND FRONTS OLD WINDSOR ROAD, BELLA VISTA (THE "LAND").
B. COUNCIL IS THE REGISTERED PROPRIETOR OF LOTS 102 AND 103 IN DEPOSITED
PLAN 817929 (THE "FARM PARK LAND").
C. THE FARM PARK LAND HAS THE BENEFIT OF THE RIGHT OF CARRIAGEWAY AND
EASEMENT FOR SERVICES (THE "EASEMENTS") CREATED BY DEALING I467334 (THE
"INSTRUMENT").
D. THE LAND IS BURDENED BY THE EASEMENTS.
E. PURSUANT TO THE INSTRUMENT:
(A) THE PROPRIETOR FOR THE TIME BEING OF THE LAND IS ENTITLED TO
REQUEST THE MINISTER ADMINISTERING THE ENVIRONMENTAL PLANNING & ASSESSMENT ACT
1979 TO EXTINGUISH THE SAID RIGHT OF CARRIAGEWAY FROM THE TITLE TO THE LAND UPON
THE HAPPENING OF THE ACCESS TERMINATION DATE; AND

(B) THE SAID MINISTER SHALL EXTINGUISH THE SAID EASEMENT FOR SERVICES
UPON THE SERVICE TERMINATION DATE.

F. THE SAID "ACCESS TERMINATION DATE" MEANS THE DATE OF DEDICATION OF AN
ACCESS ROAD.
G. THE SAID "SERVICES TERMINATION DATE" MEANS THE DATE ON WHICH SUCH
APPARATUS AS ARE NECESSARY TO PERMIT THE FULL, FREE AND UNINTERRUPTED PASSAGE
AND RUNNING OF THE SERVICES REFERRED TO IN THE INSTRUMENT ARE INSTALLED IN,
UNDER OR THROUGH AN ACCESS ROAD.
H. UPON THE INSTRUMENT "ACCESS ROAD" MEANS ANY ROAD OR ROAD SURFACE WHICH
IS CONTIGUOUS TO EITHER LOT COMPRISING THE FARM PARK LAND.
I. NORWEST INTENDS TO SUBDIVIDE THE LAND (TOGETHER WITH OTHER LANDS) IN THE
MANNER SHOWN ON THE ATTACHED PLAN ("THE PLAN).
J. NORWEST INTENDS TO SELL LOT 6001 ON THE PLAN.
K. NORWEST INTENDS TO DEDICATE LOT 6003 (AS SHOWN ON THE PLAN) TO THE
COUNCIL NOT LATER THAN THE DATE OF THE OPENING FOR BUSINESS OF A DEVELOPMENT
PROPOSED TO BE CONSTRUCTED ON LOT 6001 (AS SHOWN ON THE PLAN).

-1-


L. NORWEST INTENDS TO RELOCATE SUCH OF THE SERVICES (AS DEFINED IN THE
INSTRUMENT) AS ARE LOCATED ON THE SAID LOT 6001 BY THE INSTALLATION, IN UNDER OR
THROUGH THE SAID LOT 6003 OF SUCH APPARATUS AS ARE NECESSARY TO PERMIT THE FULL,
FREE AND UNINTERRUPTED PASSAGE AND RUNNING OF SUCH SERVICES TO THE FARM PARK
LAND.
M. NORWEST HAS REQUESTED THE COUNCIL TO PERMIT THE CONSTRUCTION OF WORKS ON
THAT PART OF THE SAID LOT 6001 AFFECTED BY THE EASEMENTS NOTWITHSTANDING THE
EXPRESS AND IMPLIED TERMS OF SUCH EASEMENTS.
N. THE COUNCIL HAS AGREED TO NORWEST'S SAID REQUEST SUBJECT TO THE TERMS AND
CONDITIONS OF THIS DEED.
OPERATIVE CLAUSES
THIS DEED WITNESSES AS FOLLOWS:
67. NORWEST'S OBLIGATIONS
1.1 SUBJECT TO CLAUSE 3 NOT LATER THAN THE DATE OF THE OPENING FOR BUSINESS
OF THE FIRST COMMERCIAL DEVELOPMENT CONSTRUCTED ON THE LAND NORWEST MUST
DEDICATE THE ACCESS ROAD (BEING THE SAID LOT 6003) TO COUNCIL AS ROAD.

1.2 NOT LATER THAN THE DEDICATION OF THE ACCESS ROAD REFERRED TO IN CLAUSE
1.1 NORWEST MUST RELOCATE THE SERVICES REFERRED TO IN RECITAL L BY THE
INSTALLATION OF SUCH APPARATUS AS IS NECESSARY TO PERMIT THE FULL AND
UNINTERRUPTED PASSAGE AND RUNNING OF SUCH SERVICES FROM NORWEST BOULEVARD IN,
UNDER OR THROUGH THE SAID ACCESS ROAD TO THE FARM PARK LAND. PENDING SUCH
PERMANENT RELOCATION NORWEST MAY TEMPORARILY RELOCATE SUCH SERVICES THROUGH
OTHER LAND OWNED BY NORWEST. SUCH RELOCATION (WHETHER TEMPORARY OR PERMANENT)
MUST BE COMPLETED NOT LATER THAN 24 APRIL 2002.

1.3 NORWEST MUST PERFORM THE WORKS REQUIRED TO RELOCATE THE SAID SERVICES
REFERRED TO IN CLAUSE 1.2 IN A PROPER AND WORKMANLIKE MANNER TO THE REASONABLE
SATISFACTION OF THE COUNCIL.

1.4 NORWEST MUST PAY ALL COSTS ASSOCIATED WITH THE DEDICATION AND RELOCATION
REFERRED TO IN CLAUSES 1.1 AND 1.2 RESPECTIVELY.

1.5 NOT LATER THAN 24 APRIL 2002 NORWEST MUST REMOVE FROM THE LAND ALL
APPARATUS, WIRES, CABLES AND POSTS ASSOCIATED WITH THE SERVICES.

1.6 NOT LATER THAN REGISTRATION OF THE PLAN NORWEST MUST:

(A) GRANT TO THE COUNCIL A RIGHT OF CARRIAGEWAY AND EASEMENT FOR
SERVICES OVER LOT 6003 BENEFITING THE FARM PARK LAND; AND

(B) PROVIDE DEFACTO ACCESS WHETHER BY LICENCE OR EASEMENT FROM NORWEST
BOULEVARDE TO LOT 102 DP 817929 OVER THE EXISTING TRACK USED BY THE CARETAKER OF
THE HERITAGE FARM FOR ACCESS TO THE FARM PARK LAND.

-2-



2. COUNCIL'S FORBEARANCE AND OBLIGATIONS
2.1 COUNCIL ACKNOWLEDGES THAT IT IS NOW THE "GRANTEE" REFERRED TO IN THE
INSTRUMENT AND IS ENTITLED TO EXERCISE AND ENJOY THE RIGHTS AND POWERS GRANTED
BY THE INSTRUMENT AND/OR IMPLIED BY LAW IN RESPECT OF THE LAND.

2.2 SUBJECT TO NORWEST FIRST:

(A) RELOCATING THE SERVICES (WHETHER PERMANENTLY OR TEMPORARILY) AS
REQUIRED BY CLAUSE 1.2; AND

(B) PROVIDING THE ACCESS REQUIRED BY CLAUSE 1.6

COUNCIL HEREBY AGREES WITH NORWEST AND ITS SUCCESSORS IN TITLE TO THE LAND
(OR PART THEREOF) THAT COUNCIL SHALL NOT EXERCISE OR ENFORCE IN ANY WAY THE
RIGHTS AND POWERS REFERRED TO IN CLAUSE 2.1.

2.3 THE COUNCIL MUST SIGN ALL DOCUMENTS AND DO ALL THINGS REASONABLY
NECESSARY AND WITHIN ITS POWER TO ENABLE THE EASEMENTS TO BE RELEASED UPON
DEDICATION OF THE ACCESS ROAD INCLUDING, WITHOUT LIMITATION, REQUESTING THE SAID
MINISTER TO EXTINGUISH THE EASEMENTS IF ANY ACTION BY THE MINISTER IS REQUIRED.

2.4 IF THE COUNCIL WISHES TO TRANSFER OR OTHERWISE DISPOSE OF THE FARM PARK
LAND (OR ANY PART THEREOF), BEFORE DOING SO IT SHALL OBTAIN FROM THE TRANSFEREE
OR DISPONEE:

(A) A DEED CONTAINING THE SAME TERMS AS THIS DEED (INCLUDING THIS
CLAUSE) FROM THE TRANSFEREE OR DISPONEE IN FAVOUR OF NORWEST. NORWEST AGREES TO
ENTER INTO SUCH A DEED WITH A TRANSFEREE OR DISPONEE CONTAINING THE SAME RIGHTS
AND OBLIGATIONS AS THIS DEED; AND

(B) IF A DEED WITH A NEW OWNER HAS BEEN ENTERED INTO PURSUANT TO CLAUSE
2.5, A DEED CONTAINING THE SAME TERMS AS THAT DEED (INCLUDING THIS CLAUSE) FROM
THE TRANSFEREE OR DISPONEE IN FAVOUR OF THE NEW OWNER.

2.5 IF NORWEST TRANSFERS OR OTHERWISE DISPOSES OF ITS INTEREST IN THE LAND
OR PART THEREOF THEN THE COUNCIL MUST ENTER INTO A DEED WITH THE NEW OWNER
WHEREBY COUNCIL AGREES WITH SUCH NEW OWNER TO PERFORM ITS OBLIGATIONS AND NOT
EXERCISE ITS RIGHTS REFERRED TO IN CLAUSE 2 OF THIS DEED.

3. LAND TRANSFER
3.1 NORWEST PROPOSES TO DEDICATE TO COUNCIL LOT 6003 SHOWN ON THE PLAN AS
THE ACCESS ROAD, BUT HAS OFFERED TO DEDICATE OR TRANSFER TO THE COUNCIL THOSE
PARTS OF LOT 6003 COLOURED GREEN ON THE SAID PLAN FOR INCLUSION IN COUNCIL'S
ADJACENT PROPERTY KNOWN AS BELLA VISTA FARM PARK. SUCH DEDICATION OR TRANSFER
SHALL NOT REQUIRE THE PAYMENT OF ANY CONSIDERATION BY COUNCIL TO NORWEST.

3.2 COUNCIL ACCEPTS THE OFFER FOR DEDICATION OR TRANSFER OF THE SAID PARTS
OF LOT 6003 REFERRED TO IN CLAUSE 3.1.

3.3 NORWEST WILL DEDICATE AND/OR TRANSFER THE LAND REFERRED TO IN CLAUSE 3.1
WITHIN THE PERIOD REFERRED TO IN CLAUSE 1.1.

-3-

4. COSTS
EACH PARTY WILL BEAR ITS OWN COSTS IN RELATION TO THIS DEED AND THE DEEDS
CONTEMPLATED BY CLAUSES 2.4 AND 2.5. NORWEST WILL PAY THE STAMP DUTY, IF ANY,
PAYABLE ON THIS DEED AND ANY TRANSFERS OF LAND PURSUANT TO CLAUSE 3 OF THIS
DEED.


EXECUTION CLAUSE
EXECUTED AS A DEED.







THE COMMON SEAL OF BAULKHAM HILLS )
SHIRE COUNCIL WAS HEREUNTO AFFIXED ON THE )
DAY OF 25TH DAY OCTOBER 2001 PURSUANT TO A )
RESOLUTION MADE ON THE 25TH DAY DAY OF 2001 )


/S/ DAVID MEAD /S/ JOHN GRIFFITHS
- ------------------------------------------------------- ----------------------------
SIGNATURE OF GENERAL MANAGER SIGNATURE OF MAYOR


DAVID MEAD JOHN GRIFFITHS
- ------------------------------------------------------- ----------------------------
NAME OF GENERAL MANAGER - PLEASE PRINT NAME OF MAYOR - PLEASE PRINT














THE COMMON SEAL OF NORWEST LIMITED )
WAS AFFIXED TO THIS DOCUMENT IN ACCORDANCE WITH ITS )
CONSTITUTION AND IN THE PRESENCE OF: )

/S/ ALAN ZAMMIT
- ---------------------------------------------------
DIRECTOR

ALAN ZAMMIT
- ---------------------------------------------------
PRINT NAME






-4-



BETWEEN


NORWEST LIMITED
AND
RESMED LIMITED


DEED OF OPTION AND RIGHT OF FIRST REFUSAL

ABBOTT
TOUT
SOLICITORS
LEVEL 5
TOWER LIFE BUILDING
69 PHILLIP STREET
PARRAMATTA NSW 2150

DX 8285 PARRAMATTA
TEL: (02) 9842 8888
FAX: (02) 9842 8855
REF: JRB






CONTENTS
CLAUSE PAGE NO
- -----------------------------------------------------------------

1. INTERPRETATION 1
1.1 DEFINITIONS 1
1.2 INTERPRETATION 3
1.3 GOVERNING LAW AND JURISDICTION 4
1.4 SEVERABILITY 4
2. PROPOSED DEVELOPMENT 4
3. RIGHT OF FIRST REFUSAL 5
3.1 NORWEST'S RIGHT OF FIRST REFUSAL 5
3.2 FORM OF OFFER 5
3.3 ACCEPTANCE OF OFFER 5
3.4 ENTERING INTO SALE CONTRACT. 5
3.5 PARTIES TO DO ALL THINGS NECESSARY 5
3.6 POWER OF ATTORNEY TO EXECUTE SALE CONTRACT 6
4. OPTION 6
4.1 GRANT OF OPTION 6
4.2 OPTION EXERCISE PERIOD AND METHOD OF EXERCISE OF OPTION 6
4.3 DETAILS TO BE INSERTED IN OPTION AGREEMENT FOR SALE 6
4.4 DETERMINATION OF PURCHASE PRICE 7
4.5 DELIVERY OF OPTION AGREEMENT FOR SALE 7
4.6 POWER OF ATTORNEY TO AMEND OR INSERT 8
4.7 PARTIES TO DO ALL THINGS NECESSARY 8
4.8 POWER OF ATTORNEY TO EXECUTE AGREEMENT 8
5. SALE TO THIRD PARTY 8
5.1 THIRD PARTY DEED 8
5.2 INDEMNITY 8
5.3 CAVEATABLE INTEREST 8
6. STAMP DUTY 8
7. TERMINATION 9
7.1 TERMINATION 9
7.2 NORWEST'S DISCRETION TO TERMINATE 9
8. ASSIGNMENT 9
9. NOTICES 9





DEED OF OPTION AND RIGHT OF FIRST REFUSAL
- ------------------------------------------------
THIS DEED IS MADE ON 25TH DAY OF OCTOBER 2001 BETWEEN THE FOLLOWING PARTIES:

NORWEST LIMITED (ACN 000 004 633) ("NORWEST") OF 46 BROOKHOLLOW AVENUE, NORWEST
BUSINESS PARK, BAULKHAM HILLS, NEW SOUTH WALES;

RESMED LIMITED(ABN 30 003 765 142) OF 97 WATERLOO ROAD, NORTH RYDE, NEW SOUTH
WALES (THE "PURCHASER")


RECITALS
A. NORWEST AND THE PURCHASER HAVE AGREED TO EXECUTE AND ENTER INTO THE
AGREEMENT FOR SALE PURSUANT TO WHICH THE PURCHASER IS TO PURCHASE THE PROPERTY
FROM NORWEST.

B. IT IS A CONDITION OF THE AGREEMENT FOR SALE THAT THE PURCHASER EXECUTE
AND ENTER THIS DEED.

C. THE PURCHASER HAS AGREED TO UNDERTAKE THE PROPOSED DEVELOPMENT ON THE
PROPERTY.

THIS DEED WITNESSES THAT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL
PROMISES CONTAINED IN THIS DEED THE PARTIES AGREE:

1. INTERPRETATION
1.1 DEFINITIONS
IN THIS DEED UNLESS INCONSISTENT WITH THE CONTEXT:

"AGREEMENT FOR SALE" MEANS THE AGREEMENT FOR SALE OF THE PROPERTY DATED
2001 BETWEEN NORWEST AND THE PURCHASER;

"CONSTRUCTION PERIOD" MEANS THE PERIOD COMMENCING ON THE DATE OF THIS DEED AND
ENDING ON THE DATE WHEN THE PURCHASER PROVIDES NORWEST WITH A COPY OF THE
OCCUPATION CERTIFICATE;

"COUNCIL" MEANS THE BAULKHAM HILLS SHIRE COUNCIL;

"DEVELOPMENT APPLICATION" MEANS THE APPLICATION FOR THE DEVELOPMENT CONSENT TO
BE SUBMITTED TO AND APPROVED IN ACCORDANCE WITH SPECIAL CONDITION 9 OF THE
AGREEMENT FOR SALE;

"DEVELOPMENT CONSENT" MEANS A DEVELOPMENT CONSENT INCLUDING A "DEFERRED
COMMENCEMENT CONSENT" ISSUED PURSUANT TO THE ENVIRONMENTAL PLANNING AND
ASSESSMENT ACT 1979 FOR THE PROPOSED DEVELOPMENT EITHER UNCONDITIONALLY OR ON
CONDITIONS WHICH ARE ACCEPTABLE TO THE PURCHASER ACTING REASONABLY;

"GST" HAS THE SAME MEANING AS USED IN THE OPTION AGREEMENT FOR SALE.

-1-

"LAND" MEANS THAT PART OF THE LAND FORMERLY COMPRISING LOT 102 IN DEPOSITED PLAN
624844 BEING THE LAND FORMERLY COMPRISING CERTIFICATE OF TITLE FOLIO IDENTIFIER
102/624844 AND EACH AND EVERY PART OF THAT LAND AND ALL OTHER LAND IN ADDITION
WHICH MAY FROM TIME TO TIME BE INCORPORATED OR CONSOLIDATED AS PART OF THE
NORWEST BUSINESS PARK;

"NORWEST BUSINESS PARK" MEANS THE LAND SO DEFINED IN THE AGREEMENT FOR SALE.

"OCCUPATION CERTIFICATE" MEANS A CERTIFICATE OF THAT NAME ISSUED PURSUANT TO
PART 4A OF THE ENVIRONMENTAL PLANNING & ASSESSMENT ACT 1979 OR, IN THE EVENT
THAT CERTIFICATES ISSUED PURSUANT TO THAT PART ARE NO LONGER ISSUED, ANY
CERTIFICATE OR OTHER DOCUMENT ISSUED BY A LOCAL GOVERNMENT AUTHORITY WHICH
SUBSTANTIALLY IS TO THE SAME EFFECT.

"OPTION" MEANS THE OPTION GRANTED PURSUANT TO CLAUSE 4 OF THIS DEED;

"OPTION AGREEMENT FOR SALE" MEANS THE AGREEMENT FOR SALE OF THE PROPERTY BEING
THE 2000 EDITION OF THE CONTRACT FOR SALE OF LAND ISSUED BY THE LAW SOCIETY OF
NEW SOUTH WALES AND THE REAL ESTATE INSTITUTE OF NEW SOUTH WALES TOGETHER WITH
THE ADDITIONS SHOWN IN ANNEXURE "A" HERETO AND WITH FURTHER DETAILS INSERTED IN
ACCORDANCE WITH CLAUSE 4 OF THIS DEED;

"PROPERTY"MEANS THE LAND SOLD TO THE PURCHASER BY NORWEST PURSUANT TO THE
AGREEMENT FOR SALE;

"PROPOSED DEVELOPMENT" MEANS THE DEVELOPMENT TO BE UNDERTAKEN BY THE PURCHASER
AS DESCRIBED IN THE DEVELOPMENT APPLICATION;

"PRICE" MEANS THE AMOUNT SHOWN IN THE TERMS OF THE AGREEMENT FOR SALE;

"SALE CONTRACT" MEANS ANY AGREEMENT, CONTRACT, DOCUMENT OR ARRANGEMENT FOR THE
SALE OF LAND OR BY WHICH LAND IS CONVEYED OR TRANSFERRED;

"SUBSTANTIALLY COMMENCE" AND "SUBSTANTIAL COMMENCEMENT" MEANS, IN RELATION TO
ANY PROPOSED DEVELOPMENT, THE CARRYING OUT OF WORKS IN RELATION TO AND IN
ACCORDANCE WITH THE RELEVANT DEVELOPMENT CONSENT AND ANY BUILDING APPROVAL
OBTAINED IN RESPECT THEREOF, WHICH WORKS HAVE BEEN PROGRESSED AND CARRIED OUT TO
A STAGE OR LEVEL, WHICH, IN THE SOLE OPINION OF NORWEST, ACTING REASONABLY,
CONSTITUTE WORKS:

(A) OF REAL AND NOT INSIGNIFICANT VALUE RELATIVE TO THE TOTAL VALUE OF THE
PROPOSED DEVELOPMENT, AND NOT JUST A SHAM; AND

(B) WHICH HAVE INVOLVED A SIGNIFICANT COMMITMENT AND UTILISATION OF
RESOURCES IN CARRYING OUT THE WORKS; AND

(C) WHICH ARE CONSISTENT WITH A COMMITMENT TO COMPLETE THE PROPOSED
DEVELOPMENT; AND

(D) WHICH, AT LEAST, INCLUDE BUT ARE NOT RESTRICTED TO, THE COMPLETION OF
ALL EXCAVATION AND SITE WORKS AND THE CONSTRUCTION OF ALL FOOTINGS AND
FOUNDATIONS; AND

(D) WHICH ARE IN ADDITION TO ANY LANDSCAPING AND CARPARKING CONSTRUCTED ON
THE PROPERTY.

"TERMS" MEANS THE TERMS OF THE OPTION AGREEMENT FOR SALE;

-2-


"THIRD PARTY" MEANS ANY PERSON OTHER THAN THE VENDOR OR THE PURCHASER;

"THIRD PARTY OFFER" MEANS ANY BONA FIDE OFFER MADE BY A THIRD PARTY OR TO A
THIRD PARTY WHERE THAT THIRD PARTY:

(A) OFFERS TO OR IS OFFERED THE PURCHASE OF THE PROPERTY OR ANY PART OF THE
PROPERTY; OR

(B) OFFERS TO LEASE THE PROPERTY OR ANY PART OF THE PROPERTY OR IS OFFERED A
LEASE OF THE PROPERTY OR ANY PART OF THE PROPERTY WHERE THE TERM OF SUCH LEASE
EQUALS OR EXCEEDS TWENTY-FIVE (25) YEARS; OR

(C) OFFERS TO OR IS OFFERED TO BECOME THE REGISTERED PROPRIETOR OR TO ASSUME
OWNERSHIP OF THE PROPERTY.

1.2 INTERPRETATION
IN THIS DEED, UNLESS INCONSISTENT WITH THE CONTEXT:

(A) HEADINGS AND UNDERLININGS ARE FOR CONVENIENCE ONLY AND DO NO AFFECT THE
INTERPRETATION OF THIS DEED;

(B) WORDS IMPORTING THE SINGULAR INCLUDE THE PLURAL AND VICE VERSA;

(C) WORDS IMPORTING A GENDER INCLUDE ANY GENDER.

(D) AN EXPRESSION IMPORTING A NATURAL PERSON INCLUDES ANY COMPANY,
PARTNERSHIP, JOINT VENTURE, ASSOCIATION, CORPORATION OR OTHER BODY CORPORATE AND
ANY GOVERNMENTAL AGENCY;

(E) A REFERENCE TO ANY THING INCLUDES A PART OF THAT THING;

(F) OTHER PARTS OF SPEECH AND GRAMMATICAL FORMS OF A WORD OR PHRASE DEFINED
IN THIS DEED HAVE A CORRESPONDING MEANING;

(G) A REFERENCE TO A PART, PARTY, ANNEXURE, EXHIBIT OR SCHEDULE IS A
REFERENCE TO A PART OF, AND A PARTY, ANNEXURE, EXHIBIT AND SCHEDULE TO, THIS
DEED;

(H) A REFERENCE TO A STATUTE, REGULATION, PROCLAMATION, ORDINANCE OR BY-LAW
INCLUDES ALL STATUTES, REGULATIONS, PROCLAMATIONS, ORDINANCES OR BY-LAWS
VARYING, CONSOLIDATING OR REPLACING IT, AND A REFERENCE TO A STATUTE INCLUDES
ALL REGULATIONS, PROCLAMATIONS, ORDINANCES AND BY-LAWS ISSUED UNDER THAT
STATUTE;

(I) A REFERENCE TO A DOCUMENT INCLUDES ALL AMENDMENTS OR SUPPLEMENTS TO, OR
REPLACEMENTS OR NOVATIONS OF, THAT DOCUMENT;

(J) A REFERENCE TO A PARTY TO A DOCUMENT INCLUDES THAT PARTY'S SUCCESSORS
AND PERMITTED ASSIGNS;

(K) WHERE THE DAY ON OR BY WHICH ANY THING IS TO BE DONE IS NOT A BUSINESS
DAY, THAT THING MUST BE DONE ON OR BY THE NEXT SUCCEEDING BUSINESS DAY;

-3-

(L) NO RULE OF CONSTRUCTION APPLIES TO THE DISADVANTAGE OF A PARTY BECAUSE
THAT PARTY WAS RESPONSIBLE FOR THE PREPARATION OF THIS DEED OR ANY PART OF IT;

(M) A COVENANT OR AGREEMENT ON THE PART OF TWO OR MORE PERSONS BINDS THEM
JOINTLY AND SEVERALLY;

(N) A REFERENCE TO ANY DEED OTHER THAN THIS DEED INCLUDES AN UNDERTAKING,
DEED, AGREEMENT OR LEGALLY ENFORCEABLE ARRANGEMENT OR UNDERSTANDING WHETHER OR
NOT IN WRITING;

(O) A REFERENCE TO AN ASSET INCLUDES ALL PROPERTY OF ANY NATURE, INCLUDING,
BUT NOT LIMITED TO, A BUSINESS, AND ALL RIGHTS, REVENUES AND BENEFITS;

(P) A REFERENCE TO A DOCUMENT INCLUDES ANY AGREEMENT IN WRITING, OR ANY
CERTIFICATE, NOTICE, INSTRUMENT OR OTHER DOCUMENT OF ANY KIND;

(Q) A REFERENCE TO "DOLLARS", "A$" OR "$" IS A REFERENCE TO THE LAWFUL
CURRENCY OF THE COMMONWEALTH OF AUSTRALIA;

(R) A REFERENCE TO A BODY, OTHER THAN A PARTY OF THIS DEED (INCLUDING,
WITHOUT LIMITATION, AN INSTITUTE, ASSOCIATION OR AUTHORITY), WHETHER OR NOT IT
IS A STATUTORY BODY;

(1) WHICH CEASES TO EXIST; OR

(2) WHOSE POWERS OR FUNCTIONS ARE TRANSFERRED TO ANY OTHER BODY.

IS A REFERENCE TO THE BODY WHICH REPLACES IT OR WHICH SUBSTANTIALLY
SUCCEEDS TO ITS POWERS OR FUNCTIONS.

1.3 GOVERNING LAW AND JURISDICTION
(A) THIS DEED IS GOVERNED BY THE LAWS OF THE STATE OF NEW SOUTH WALES.

(B) THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF NEW
SOUTH WALES.

1.4 SEVERABILITY
UNENFORCEABILITY OF A PROVISION OF THIS DEED DOES NOT AFFECT THE ENFORCEABILITY
OF ANY OTHER PROVISION.

2. PROPOSED DEVELOPMENT
THE PURCHASER COVENANTS AND AGREES THAT IT WILL:

(A) SUBSTANTIALLY COMMENCE THE PROPOSED DEVELOPMENT WITHIN 2 YEARS OF THE
DATE ON WHICH THE PURCHASER OBTAINS THE DEVELOPMENT CONSENT; AND

(B) CAUSE TO BE CARRIED OUT AND COMPLETED THE CONSTRUCTION OF THE PROPOSED
DEVELOPMENT WITHIN A REASONABLE TIME AFTER SUCH SUBSTANTIAL COMMENCEMENT;

-4-

(C) PROCURE THE ISSUE OF A OCCUPATION CERTIFICATE UPON THE COMPLETION OF
CONSTRUCTION CONTEMPLATED IN PARAGRAPH (B) OF THIS CLAUSE 2.0.

3. RIGHT OF FIRST REFUSAL
73.1 3.1 NORWEST'S RIGHT OF FIRST REFUSAL
ON EACH OCCASION DURING THE CONSTRUCTION PERIOD WHEN THE PURCHASER RECEIVES A
THIRD PARTY OFFER THE PURCHASER MUST, PRIOR TO EXECUTING OR ENTERING ANY SALE
CONTRACT IN RESPECT OF SUCH OFFER, OFFER TO SELL THE PROPERTY TO NORWEST OR ITS
NOMINEE ON THE SAME TERMS AND CONDITIONS, MUTATIS MUTANDIS, WITH THOSE CONTAINED
IN THE THIRD PARTY OFFER EXCEPT THAT:

(A) NORWEST WILL NOT BE OBLIGED TO PAY ANY AMOUNT BY WAY OF DEPOSIT TO THE
PURCHASER;

(B) SETTLEMENT OF THE PURCHASE BY NORWEST WILL OCCUR ON THE DATE BEING TEN
(10) WEEKS (OR SUCH OTHER PERIOD AS THE PARTIES MAY AGREE IN WRITING) FROM THE
DATE THE SALE CONTRACT BETWEEN NORWEST OR ITS NOMINEE AND THE PURCHASE IS
ENTERED INTO PURSUANT TO CLAUSE 3.4.

3.2 FORM OF OFFER
ANY OFFER MADE BY THE PURCHASER AND REFERRED TO IN CLAUSE 3.1 MUST:

(A) BE IN WRITING AND ADDRESSED TO NORWEST AS PROVIDED FOR IN CLAUSE 9 OF
THIS DEED;

(B) BE DELIVERED TO NORWEST WITHIN TEN (10) BUSINESS DAYS OF THE DATE OF
RECEIPT OF THE THIRD PARTY OFFER BY THE PURCHASER;

(C) ATTACH A COPY OF THE THIRD PARTY OFFER;

3.3 ACCEPTANCE OF OFFER
NORWEST MUST ACCEPT OR DECLINE THE OFFER MADE BY THE PURCHASER UNDER CLAUSE 3.1
WITHIN TEN (10) BUSINESS DAYS OF THE RECEIPT OF THE OFFER. IF NORWEST FAILS TO
SO ACCEPT OR SO DECLINE THE OFFER, IT WILL BE DEEMED TO HAVE DECLINED THE OFFER.
IF NORWEST DECLINES OR IS DEEMED TO HAVE DECLINED THE OFFER, THE PURCHASER CAN
ENTER INTO A SALE CONTRACT WITH A THIRD PARTY ON TERMS WHICH ARE NOT MATERIALLY
MORE FAVOURABLE THAN THOSE OFFERED TO NORWEST.

3.4 ENTERING INTO SALE CONTRACT
IF NORWEST ACCEPTS THE OFFER MADE BY THE PURCHASER THE PARTIES MUST EXECUTE AND
ENTER INTO A SALE CONTRACT BY EXCHANGE OF SIGNED DOCUMENTS AND DULY COMPLETE THE
SALE IN ACCORDANCE WITH THE PROVISIONS OF THAT SALE CONTRACT. NORWEST AND THE
PURCHASER MUST EXCHANGE THE SALE CONTRACT WITHIN TEN (10) BUSINESS DAYS OF THE
DATE OF SUBMISSION OF A SALE CONTRACT BY NORWEST TO THE PURCHASER.

3.5 PARTIES TO DO ALL THINGS NECESSARY
NORWEST AND THE PURCHASER MUST PERFORM ALL ACTS, DO ALL THINGS, ATTEND TO ALL
MATTERS AND EXECUTE ALL DOCUMENTS AS MAY BE NECESSARY OR REQUIRED TO GIVE EFFECT
TO THIS DEED AND TO COMPLETE THE SALE CONTRACT REFERRED TO IN CLAUSE 3.4.

-5-

3.6 POWER OF ATTORNEY TO EXECUTE SALE CONTRACT
IF THE PURCHASER FAILS TO EXECUTE AND ENTER INTO THE SALE CONTRACT IN ACCORDANCE
WITH CLAUSE 3.4 THEN THE PURCHASER HEREBY APPOINTS NORWEST AS ITS LAWFUL
ATTORNEY AND AGENT TO EXECUTE THE SALE CONTRACT AND ANY DOCUMENTS ARISING OUT OF
OR INCIDENTAL THERETO IN THE NAME OF THE PURCHASER. THE PURCHASER HEREBY
AUTHORISES NORWEST TO REGISTER WITH THE REGISTRAR GENERAL OF NEW SOUTH WALES THE
POWER OF ATTORNEY CONFERRED BY THIS CLAUSE.

4. OPTION
4.1 GRANT OF OPTION
IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS DEED AND THE PAYMENT
OF THE AMOUNT OF ONE DOLLAR ($1.00) BY NORWEST TO THE PURCHASER (THE RECEIPT OF
WHICH IS HEREBY ACKNOWLEDGED) THE PURCHASER HEREBY GRANTS TO NORWEST OR ITS
NOMINEE AN IRREVOCABLE RIGHT FOR NORWEST OR ITS NOMINEE TO PURCHASE THE PROPERTY
UPON SUCH TERMS AND SUBJECT TO SUCH CONDITIONS AS ARE PROVIDED IN THE OPTION
AGREEMENT FOR SALE.

4.2 OPTION EXERCISE PERIOD AND METHOD OF EXERCISE OF OPTION
(A) NORWEST MAY EXERCISE AND MAY ONLY EXERCISE THE OPTION AT ANY TIME DURING
THE PERIOD COMMENCING ON THE DATE BEING TWO (2) YEARS FROM THE DATE ON WHICH THE
PURCHASER OBTAINS DEVELOPMENT CONSENT FOR THE PROPOSED DEVELOPMENT AND ENDING ON
THE DATE ON WHEN THE PURCHASER SUBSTANTIALLY COMMENCES THE PROPOSED DEVELOPMENT.

(B) AT ANY TIME DURING THAT PERIOD, NORWEST MAY DELIVER TO THE PURCHASER, IN
THE MANNER PROVIDED IN THIS DEED, A NOTICE EXERCISING THE OPTION.

4.3 DETAILS TO BE INSERTED IN OPTION AGREEMENT FOR SALE
(A) THE AMOUNT OF THE PURCHASE PRICE TO BE INSERTED IN THE TERMS OF THE
OPTION AGREEMENT FOR SALE WILL BE THE AMOUNT SO AGREED PURSUANT TO CLAUSE
4.4(A) BUT IF THE PARTIES FAIL TO SO AGREE THEN THE AMOUNT OF THE SAID PURCHASE
PRICE WILL BE THE LESSER OF THE AMOUNT DETERMINED PURSUANT TO CLAUSES 4.4(C)
(PLUS GST) OR (D) (PLUS GST) AND 90% OF THE PRICE PROVIDED HOWEVER THAT IF THE
DEVELOPMENT CONSENT IS NOT OBTAINED WITHIN NINE MONTHS OF THE DATE OF LODGEMENT
OF THE DEVELOPMENT APPLICATION THEN THE SAID 90% SHALL BECOME 100%.

(B) THE PURCHASER HEREBY IRREVOCABLY AUTHORISES AND APPOINTS NORWEST AS ITS
ATTORNEY FOR THE PURPOSES OF THE INSERTION OF THE AMOUNT DETERMINED PURSUANT TO
THIS CLAUSE 4.3 AS THE PRICE IN THE OPTION AGREEMENT FOR SALE.

4.4 DETERMINATION OF PURCHASE PRICE
(A) THE PARTIES MUST ENDEAVOUR TO AGREE ON THE AMOUNT TO BE INSERTED IN THE
TERMS OF THE OPTION AGREEMENT FOR SALE WITHIN THE PERIOD OF TEN (10) BUSINESS
DAYS FROM THE DATE OF DELIVERY OF THE NOTICE REFERRED TO IN CLAUSE 4.2.

(B) IF THE PARTIES FAIL TO AGREE ON THE AMOUNT TO BE INSERTED IN THE TERMS
OF THE OPTION AGREEMENT FOR SALE WITHIN THAT PERIOD THEN EITHER PARTY MAY
INSTRUCT THE PRESIDENT FOR THE TIME BEING OF THE AUSTRALIAN PROPERTY INSTITUTE
TO NOMINATE A VALUER WHO IS A MEMBER OF THAT ORGANISATION AND WHO IS EXPERIENCED
IN THE ASSESSMENT OF PROPERTY VALUES FOR A PROPERTY OF A TYPE SIMILAR TO THE
PROPERTY.

-6-

(C) THE VALUER MUST, WITHIN TWENTY (20) BUSINESS DAYS OF THE DATE OF HIS
APPOINTMENT, DETERMINE THE MARKET VALUE OF THE PROPERTY (EXCLUDING GST)
INCLUDING ANY IMPROVEMENTS AND MUST INFORM THE PARTIES IN WRITING OF THE VALUE.
A VALUATION PROVIDED BY THE VALUER UNDER THIS CLAUSE MUST BE A "SPEAKING
VALUATION" (THAT IS, THE VALUER MUST GIVE DETAILED REASONS FOR HIS OR HER
DETERMINATION AND MUST SPECIFY THE MATTERS TO WHICH HE OR SHE HAD REGARD FOR THE
PURPOSES OF MAKING HIS OR HER DETERMINATION).

(D) IF THE VALUER APPOINTED UNDER PARAGRAPH (B) DOES NOT COMPLY WITH THE
CONDITIONS IN PARAGRAPH (C) THEN EITHER PARTY MAY AT ANY TIME AGAIN (AS
APPROPRIATE) REQUEST A FURTHER APPOINTMENT IN ACCORDANCE WITH AND PURSUANT TO
THIS CLAUSE UNTIL THE MARKET VALUE (EXCLUDING GST) HAS BEEN DETERMINED.

(E) THE PARTIES SHALL SHARE THE COSTS OF THE VALUER REFERRED TO IN THIS
CLAUSE EQUALLY.

4.5 DELIVERY OF OPTION AGREEMENT FOR SALE
(A) UPON THE DETERMINATION OF THE PURCHASE PRICE IN ACCORDANCE WITH CLAUSE
4.3, THE PURCHASER MUST IMMEDIATELY DELIVER TO NORWEST OR ITS SOLICITORS A
COUNTERPART COPY OF THE OPTION AGREEMENT FOR SALE DULY EXECUTED BY THE PURCHASER
AS VENDOR.

(B) UPON RECEIPT OF THAT OPTION AGREEMENT FOR SALE, A VALID AND BINDING
AGREEMENT FOR SALE ON THE TERMS AND CONDITIONS OF THE OPTION AGREEMENT FOR SALE
AND DATED THE DATE OF DELIVERY OF THE COUNTERPART UNDER CLAUSE 4.5(A) OR 4.8 (AS
THE CASE MAY BE) WILL BE DEEMED TO EXIST NOTWITHSTANDING THAT NO FORMAL EXCHANGE
OF CONTRACTS HAS OCCURRED.

4.6 POWER OF ATTORNEY TO AMEND OR INSERT
EACH PARTY HEREBY IRREVOCABLY AUTHORISES AND APPOINTS THE OTHER AS ITS ATTORNEY
FOR THE PURPOSES OF AMENDING, CORRECTING, UPDATING OR INSERTING ANY INFORMATION
REQUIRED FOR OR INCIDENTAL TO THE FINALISATION OF THE FORM OF THE OPTION
AGREEMENT FOR SALE, INCLUDING BUT NOT LIMITED TO:

(A) THE AMENDMENT OR INSERTION OF ANY DETAILS FOR EITHER PARTY;

(B) THE AMENDMENT OR INSERTION OF ANY DETAILS OF THE PARTIES' SOLICITORS;

(C) THE AMENDMENT OR INSERTION OF ANY DETAILS OF THE PROPERTY INCLUDING
IMPROVEMENTS AND INCLUSIONS; AND

(D) THE INSERTION OF ANY UP TO DATE DOCUMENTS FOR VENDOR DISCLOSURE AS
REQUIRED UNDER THE CONVEYANCING (SALE OF LAND) REGULATION 1995 OR ANY REGULATION
IN SUBSTITUTION THEREFORE.

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4.7 PARTIES TO DO ALL THINGS NECESSARY
NORWEST AND THE PURCHASER MUST PERFORM ALL ACTS, DO ALL THINGS, ATTEND TO ALL
MATTERS AND EXECUTE ALL DOCUMENTS AS MAY BE NECESSARY OR REQUIRED TO GIVE EFFECT
TO THIS DEED AND TO COMPLETE THE OPTION AGREEMENT FOR SALE IF NORWEST EXERCISES
THE OPTION.

4.8 POWER OF ATTORNEY TO EXECUTE AGREEMENT
IF THE PURCHASER FAILS TO EXECUTE AND DELIVER THE COUNTERPART COPY OF THE OPTION
AGREEMENT FOR SALE IN ACCORDANCE WITH CLAUSE 4.5 THEN THE PURCHASER HEREBY
APPOINTS NORWEST AS ITS LAWFUL ATTORNEY AND AGENT TO EXECUTE AND DELIVER THE
OPTION AGREEMENT FOR SALE. THE PURCHASER HEREBY AUTHORISES NORWEST TO REGISTER
WITH THE REGISTRAR GENERAL OF NEW SOUTH WALES A COPY OF THE POWER OF ATTORNEY
CONFERRED BY THIS DEED.

5. SALE TO THIRD PARTY
5.1 THIRD PARTY DEED
NOTWITHSTANDING ANY OTHER PROVISION OF THIS DEED, THE PURCHASER MUST NOT SELL,
TRANSFER OR ASSIGN ITS INTEREST OR ANY PART IN THE PROPERTY TO A THIRD PARTY
UNLESS AND UNTIL:

(A) THE PURCHASER PROCURES FROM THE THIRD PARTY A DEED IN THE SAME TERMS AS
THIS DEED, MUTATIS MUTANDIS, DULY EXECUTED BY THAT THIRD PARTY AND DELIVERED TO
NORWEST; AND

(B) THE RELEVANT DEED, AGREEMENT OR INSTRUMENT WHICH DEALS OR EFFECTS THE
SALE, TRANSFER OR ASSIGNMENT CONTAINS AS A FUNDAMENTAL CONDITION PRECEDENT TO
ITS COMPLETION, A CONDITION THAT THE RELEVANT PURCHASER, TRANSFEREE OR ASSIGNEE
BECOMES REGISTERED AS A MEMBER OF THE NORWEST ASSOCIATION.

5.2 INDEMNITY
THE PURCHASER DOES HEREBY INDEMNIFY AND WILL KEEP INDEMNIFIED NORWEST AGAINST
ALL CLAIMS, DEMANDS, SUITS, PROCEEDINGS, LOSSES, COSTS, EXPENSES, PENALTIES OR
DAMAGES WHICH ARE BROUGHT OR CLAIMED AGAINST OR SUFFERED BY NORWEST AS A RESULT
OF OR ARISING OUT OF OR INCIDENTAL TO A BREACH BY THE PURCHASER OF CLAUSE 5.1.

5.3 CAVEATABLE INTEREST
THE PURCHASER ACKNOWLEDGES THAT THE RIGHT OF FIRST REFUSAL GRANTED IN CLAUSE 3.1
AND THE OPTION GRANTED IN CLAUSE 4.1 EACH CREATE FOR NORWEST A CAVEATABLE
INTEREST IN THE PROPERTY AND THE PURCHASER HEREBY IRREVOCABLY CONSENTS TO
NORWEST LODGING A CAVEAT UPON THE TITLE OF THE PROPERTY TO PROTECT ITS SAID
INTERESTS. AS CAVEATOR NORWEST SHALL NOT DELAY OR UNREASONABLY WITHHOLD ITS
CONSENT TO ANY DEALING WHICH THE PURCHASER REASONABLY WISHES TO HAVE REGISTERED
ON THE TITLE.

6. STAMP DUTY
(A) NORWEST AGREES TO PAY ALL STAMP DUTY PAYABLE ON OR IN CONNECTION WITH
THE OPTION AGREEMENT FOR SALE.

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(B) NORWEST AGREES TO PAY ALL STAMP DUTY PAYABLE ON OR IN CONNECTION WITH
THE SALE CONTRACT REFERRED TO IN CLAUSE 3.4

(C) THE PURCHASER AGREES TO PAY ALL STAMP DUTY PAYABLE ON OR IN CONNECTION
WITH THIS DEED.

7. TERMINATION
77.1 7.1 TERMINATION
THIS DEED WILL CONTINUE IN FULL FORCE AND EFFECT UNTIL THE EARLIEST OF:

(A) THE DATE NORWEST NOTIFIES THE PURCHASER THAT NORWEST IS NO LONGER THE
REGISTERED PROPRIETOR OF ANY LOT WITHIN THE NORWEST BUSINESS PARK;

(B) THE DATE OF THE END OF THE CONSTRUCTION PERIOD.

7.2 NORWEST'S DISCRETION TO TERMINATE
NORWEST MAY TERMINATE THIS DEED AT ANY TIME AND AT ITS ABSOLUTE DISCRETION BY
NOTICE IN WRITING TO THE PURCHASER.

78. 8. ASSIGNMENT
NORWEST SHALL HAVE THE RIGHT TO ASSIGN THE RIGHT OF FIRST REFUSAL REFERRED TO IN
CLAUSE 3 AND/OR THE OPTION REFERRED TO IN CLAUSE 4 TO ANY PERSON.

9. NOTICES
(A) ANY NOTICE OR OTHER COMMUNICATION INCLUDING, BUT NOT LIMITED TO, ANY
REQUEST, DEMAND, CONSENT OR APPROVAL, TO OR BY A PARTY TO THIS DEED;

(1) MUST BE IN WRITING ADDRESSED AS SHOWN BELOW:

(A) IF TO NORWEST

ADDRESS: PO BOX 6887
BAULKHAM HILLS BUSINESS CENTRE NSW 2153

ATTENTION: MANAGING DIRECTOR
FACSIMILE: 9894 4988; AND

(B) IF TO THE PURCHASER:

ADDRESS: 97 WATERLOO ROAD, NORTH RYDE, NSW 2113
ATTENTION: CHIEF FINANCIAL OFFICER
FACSIMILE: 9878 0120

OR AS SPECIFIED TO THE SENDER BY ANY PARTY BY NOTICE;

(2) MUST BE SIGNED BY AN OFFICER OR UNDER THE COMMON SEAL OF THE
SENDER;

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(3) IS REGARDED AS BEING GIVEN BY THE SENDER AND RECEIVED BY THE
ADDRESSEE:

(A) IF BY DELIVERY IN PERSON, WHEN DELIVERED TO THE ADDRESSEE;

(B) IF BY POST, 3 BUSINESS DAYS FROM AND INCLUDING THE DATE OF
POSTAGE; OR

(C) IF BY LEGIBLE FACSIMILE TRANSMISSIONWHEN TRANSMITTED TO THE
ADDRESSEE,

BUT IF THE DELIVERY OR RECEIPT IS ON A DAY WHICH IS NOT A BUSINESS DAY
OR IS AFTER 4.00 P.M. (ADDRESSEE'S TIME) IT IS REGARDED AS RECEIVED AT 9.00 A.M.
ON THE FOLLOWING BUSINESS DAY; AND

(4) CAN BE RELIED UPON BY THE ADDRESSEE AND THE ADDRESSEE IS NOT LIABLE
TO ANY OTHER PERSON FOR ANY CONSEQUENCES OF THAT RELIANCE IF THE ADDRESSEE
BELIEVES IT TO BE GENUINE, CORRECT AND AUTHORISED BY THE SENDER.

(B) A FACSIMILE TRANSMISSION IS REGARDED AS LEGIBLE UNLESS THE ADDRESSEE
TELEPHONES THE SENDER WITHIN 2 HOURS AFTER TRANSMISSION IS RECEIVED OR REGARDED
AS RECEIVED UNDER CLAUSE 9(A)(3) AND INFORMS THE SENDER THAT IT IS NOT LEGIBLE.

(C) IN THIS CLAUSE 9, A REFERENCE TO AN ADDRESSEE INCLUDES A REFERENCE TO AN
ADDRESSEE'S OFFICERS, AGENTS OR EMPLOYEES.


EXECUTED BY THE PARTIES AS A DEED:

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THE COMMON SEAL OF NORWEST )
LIMITED WAS AFFIXED TO THIS DOCUMENT IN )
ACCORDANCE WITH ITS CONSTITUTION AND IN THE )
PRESENCE OF: )


/S/ ALAN ZAMMIT
- --------------------------------------------------------
MANAGING DIRECTOR


ALAN ZAMMIT
- --------------------------------------------------------
NAME - PLEASE PRINT


THE COMMON SEAL OF RESMED )
LIMITED WAS AFFIXED TO THIS DOCUMENT IN )
ACCORDANCE WITH ITS CONSTITUTION AND IN THE PRESENCE OF )

/S/ CHRIS ROBERTS
- --------------------------------------------------------
DIRECTOR


CHRIS ROBERTS
- --------------------------------------------------------
NAME (PLEASE PRINT)