Target Company Pty. Ltd

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DATED 2008

TARGET COMPANY PTY. LTD.

AND

ACQUIRER GROUP PTY. LTD.

MEMORANDUM OF UNDERSTANDING

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THIS MEMORANDUM OF UNDERSTANDING (MOU)

is made on theday of2010

BETWEEN

BARRON & RAWSON PTY. LTD. (ACN 111 2222 3333 ) of 35 Maple Street, Town in New South Wales (Target)

and

ACQUIRER GROUP GROUP PTY. LTD. (ACN 333 444 555) of Suite 301, 320 Saints Road, Melbourne in Victoria (AcquirerAcquirer).

1. Introduction

The draft principles outlined in this MOU are not yet complete and subject to further evaluation, and necessary consents and negotiation between the parties.

2.Purpose

The purpose of this document is to record the parties’ intentions to negotiate and possibly agree upon terms and conditions whereby Acquirer purchases all shares of Target.

3.Price and Payment

The general basis upon which the parties are proceeding is as follows:

There are 20,000 shares issued in Target and the proposal is that these be purchased for a total price of $12,000,000.00, or $600.00 per share.

The total purchase price of $12,000,000 is not calculated to include any amount referable to the net debtor / creditor position and cash balance position (see Clause 4) of Target as these amounts are for the benefit of the existing shareholders.

The purchase price will be paid in four tranches, although the ownership of the shares will pass following the first payment.

It is envisaged that the payment will be as follows:

$9,000,000.00 on26/07/2010

$1,0000,000.00on30/06/2011

$1,000,000.00on30/06/2012

$1,000,000.00on30/06/2013

The final three payments may be in the form of deferred capital payments for the Shares. Interest will accrue on the outstanding balance of these payments and be paid at the rate of 5% per annum and, pending payment of the principal, will be paid on a monthly basis.

4.Finance Matters

The selling shareholders are to provide Acquirer with finance representing all of the inventory of Target, for which the Acquirer would pay 8% per annum.

This arrangement would be for 1 year unless both parties agree to extend.

It is a condition that Acquirer is able to arrange a loan of $4Million secured against Target’s land and a further $4Million in equipment finance secured against Target’s plant and equipment, and Target will have to extinguish its existing liabilities at or prior to settlement.

As Target is assisting the purchase of its own shares, ASIC approval under Section 260A of the Corporations Law may be required for this transaction It is a pre-condition that ASIC approval for the transaction is granted and both parties will work together to obtain such approval.

At settlement there will be an account taken of all of Target’s debtors and creditors and these will be for the existing shareholders benefit, to the intent that Target will continue to pay such liabilities and collect debts and the balance, if any, will be paid to the existing shareholders. The shareholders must pay out Target’s commercial bill debt and any other facilities, and any moneys remaining in Target’s bank accounts after discharging all liabilities will be paid to the benefit of the existing shareholders. These payments will represent an increase / decrease in the purchase price of the Target shares as appropriate. This should ensure that neither party will be assessable on a receipt from the other party resulting from an adjustment made under this clause.

5.Due Diligence

Upon the signing of this Memorandum Target and the shareholders will permit Acquirer, and its advisers, complete and unfettered access to Target’s books, business and employees so as to enable it to complete its analysis of Target and the value of the shares.

6.Costs

The parties will bear their own costs of and incidental to this Memorandum and all other agreements, contracts and documents contemplated by it.

1. Trademarks

Each of the parties to this MOU will not use or have (or allow any other person to use or have) any right in the other parties’ trade marks, trade names and or logos in any manner whatsoever without the written approval of the other party.

1. Exclusive Rights

Throughout the term of this MOU, Target agrees not to negotiate with any other person or company for the sale or acquisition of its business, and nor its shareholders of their shares without one month’s notice in writing to Acquirer.

1. Binding Effect

This MOU and the discussions resulting from this MOU do not create any legal or binding rights or obligations with the exception of clauses 8 (Exclusive Rights), 9 (Binding Effect), 10 (Confidentiality), 12 (Governing Law) and 13 (Relationship) until a binding sale agreement is reached and signed.

Target does represent to Acquirer though that it has the authority to enter into this Agreement on behalf of all shareholders in the Company.

1. Confidentiality

All information, negotiations and future agreements relating to the discussions and this MOU (including the terms) are confidential and each party to this MOU agrees to keep them confidential. Confidentiality extends to all employees, contractors and agents or any other person or company associated with the parties.

1. Termination

This MOU will continue in force until 15th July 2010 unless otherwise terminated as follows:

Either party may terminate this MOU by giving one month’s written notice in writing to the other party.

Clauses 6 (Costs), 9 (Binding Effect), 10 (Confidentiality) and 12 (Governing Law).survive the termination of this MOU, unless and until the terms and conditions of any subsequent agreement between the parties supersede these clauses.

1. Governing Law

This MOU is governed by the laws of New South Wales and the Commonwealth of Australia and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales and/or the Federal Court.

1. Relationship

Nothing in this MOU creates a partnership or relationship of employer or employee or principal and agent between the parties.

Executed for and on behalf of

Target Company Pty. Ltd.

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Signature of witnessSignature of authorised person

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Name of witnessName &position of authorised person

Executed for and on behalf of

Acquirer Group Pty. Ltd.

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Signature of witnessSignature of authorised person

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Name of witnessName & position of authorised person