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					                              Details



                              Parties     Crown, PAT, Purchaser, Guarantors

                              Crown       Name                    The Crown          in   Right   of   Tasmania
                                                                  (“Crown”)

                                          Address                 21 Murray Street, Hobart, Tasmania

                                          Telephone               (03) 6233 3407

                                          Fax                     (03) 6233 6103

                                          Attention               Mr. Derek Inglis


                              PAT         Name                    Printing Authority of Tasmania (“PAT”)

                                          Address                 33 Innovation Drive, Dowsings Point,
                                                                  Tasmania

                                          Telephone               (03) 6233 3168

                                          Fax                     (03) 6233 5151

                                          Attention               Mr. Gary Duffield


                              Purchaser   Name                    Printlinx Pty. Ltd. (“Purchaser”)

                                          Incorporated in         Victoria

                                          ACN                     084 735 919

                                          Address                 706 Lorimer        Street,   Port    Melbourne,
                                                                  Victoria

                                          Telephone               (03) 8290 0100

                                          Fax                     (03) 8290 0123

                                          Attention               Mr. Frank Todisco




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                              Guarantors   Name                   Len David Todisco, Peter           Todisco,
                                                                  Michael   Todisco, Frank           Todisco
                                                                  (“Guarantors”)




                                           Address                c/- 708 Lorimer Street, Port Melbourne,
                                                                  Victoria

                                           Telephone              (03) 8290 0100

                                           Fax                    (03) 8290 0123



                              Recitals     A         Section 7(1) of the Government Business Enterprises
                                                     (Sale) Act 2003 (“the Sale Act”) provides that the
                                                     Treasurer may on behalf of the Crown, sell the whole or
                                                     any part of the Acquired Business on any conditions the
                                                     Treasurer considers appropriate.

                                           B         In the exercise of the powers given him under Section 7
                                                     of the Sale Act the Treasurer has agreed to sell, and the
                                                     Purchaser has agreed to purchase the Acquired Business
                                                     with effect on and from Completion upon and subject to
                                                     the terms of this Agreement.

                                           C         The Guarantors have elected to join in this Agreement to
                                                     confirm the undertakings by them under clauses 13 and
                                                     16.



                              Date of      See Signing page
                              agreement




Sale Agreement – Printlinx Pty Ltd                          10.12.07                                     2
                              General terms

                              1      Interpretation
                              1.1    Definitions

                                     In this Agreement:

                                     "Acquired Business" means the business conducted under the Printing
                                     Authority of Tasmania Act 1994 and the Government Business Enterprises
                                     Act 1995 and includes the Property and all the Liabilities to be assumed of
                                     the business but excludes the Excluded Property and Excluded Liabilities;

                                     "Adviser" means each adviser to the Treasurer in relation to the
                                     transaction contemplated by this Agreement including without limitation
                                     Deloitte Corporate Finance Pty. Ltd. (ABN 19 003 833 127) and its
                                     respective employees;

                                     "Agreement" means this agreement or the agreement and any agreed
                                     variation and all Schedules hereto;

                                     "Business Day" means a day (not being a Saturday or Sunday) on which
                                     banks are opened for general banking business in Hobart;

                                     "Business Names" means business names registered in respect of the
                                     Acquired Business including Salamanca Press, St. David’s Park Press,
                                     Printing Tasmania, Digital Printing Centre, PAT, Printing Across
                                     Tasmania and Printing Action Team but excluding the name Printing
                                     Authority of Tasmania;

                                     "Completion" means completion of the sale and purchase of the Acquired
                                     Business in accordance with this Agreement;

                                     “Completion Date” means the 31st day of January 2008, or any other date
                                     that the Treasurer and the Purchaser may subsequently agree in writing;

                                     "Confidentiality Agreement" means the undated deed of confidentiality
                                     between the Crown and the Purchaser;

                                     "Confidential Information" means any information relating to the
                                     Acquired Business and without prejudice to the generality of the foregoing
                                     includes:

                                     (a)    any information including, without limitation, data and proprietary
                                            know-how, relating to the Acquired Business received by or on
                                            behalf of the Purchaser or Guarantors from the Treasurer, PAT, the
                                            Adviser, or any of their employees, representatives or agents, any
                                            office holder under the Sale Act or a member of the Board of PAT
                                            whether received orally or by observation or in writing or in the
                                            form of computer or electronic information or data whether
                                            recorded on punched tape or magnetically on tape or disk or

Sale Agreement – Printlinx Pty Ltd                          10.12.07                                      3
                                            otherwise or whether recorded or transmitted by any means
                                            electronic, optical or otherwise;

                                     (b)    any analysis, compilations, studies or other documents or notes
                                            created by the Purchaser or any of its directors, officers,
                                            employees, agents, consultants or advisors containing or reflecting
                                            any Confidential Information;

                                     (c)    any Confidential Information coming to the knowledge of the
                                            Purchaser as a result of any investigation carried out by the
                                            Purchaser; and

                                     (d)    any Confidential Information which has been or is obtained by or
                                            given to the Purchaser from or by or on behalf of any third party;

                                     and, without limitation, means information that:

                                     (e)    is by its nature confidential; or

                                     (f)    is designated by the Treasurer, the Adviser or PAT as confidential;

                                     but it does not include any information which is:

                                     (g)    generally available to or known by the public (other than as a result
                                            of a disclosure by the Purchaser its directors, officers, employees,
                                            agents, consultants or advisors in breach of a duty of confidentiality
                                            whether created under a document or evidenced in writing);

                                     (h)    available to the Purchaser on a non-confidential basis from a source
                                            other than the Treasurer, the Adviser or PAT or their respective
                                            advisers;

                                     (i)    information that the Treasurer designates in writing as no longer
                                            confidential; or

                                     (j)    required to be disclosed for the purpose and to the extent required
                                            by law.

                                     "Contract" means the contract or contracts and legal commitments
                                     entered into by PAT in the ordinary course of operation of the Acquired
                                     Business on or before the Completion Date which are not fully performed
                                     as at the Completion Date;

                                     "Creditors" means the creditors of PAT as at the Completion Date;

                                     "Data       Room"         the        Data        Room        at     website
                                     https://www.clients.claytonutz.net/pat hosted by Clayton Utz containing
                                     due diligence and other materials in respect of the business of PAT;

                                     "Employee Entitlements" means the aggregate of all benefits, including
                                     without limitation any unpaid sum of money to which a Transferring
                                     Employee is or may become entitled under legislation (other than under
                                     the Retirement Benefits Act 1993 or the Public Sector Superannuation

Sale Agreement – Printlinx Pty Ltd                           10.12.07                                       4
                                     Reform Act 1999), a contract of employment, an award, determination or
                                     agreement or otherwise by law in respect of:

                                     (a)    services by that Transferring Employee to PAT prior to the
                                            Completion Date;

                                     (b)    annual leave accrued or arising in relation to the Transferring
                                            Employee in respect of the period prior to the Completion Date;
                                            and

                                     (c)    long service leave accrued or arising in relation to the Transferring
                                            Employee in respect of the period prior to the Completion Date.

                                     "Encumbrance" means an interest or power created or reserved, over or
                                     otherwise arising in relation to an interest in the whole or part of the
                                     Acquired Business or in any asset whether under a bill of sale, mortgage,
                                     charge, lien, pledge, trust or power, or otherwise, granted or committed by
                                     PAT or the Crown including the right of any person to purchase, occupy or
                                     use any asset (whether under a licence, option, agreement to purchase,
                                     lease, hire purchase or otherwise howsoever) but excludes any Permitted
                                     Encumbrance;

                                     “Event of Default” means the following events:

                                     (a)    an order is made, or a resolution is passed, winding up the
                                            Purchaser;

                                     (b)    a receiver, receiver and manager, a provisional liquidator or an
                                            administrator is appointed over all or any part of the Purchaser’s
                                            assets;

                                     (c)    a scheme of arrangement is submitted for approval in respect of the
                                            Purchaser;

                                     (d)    the Purchaser convenes a meeting or enters into any arrangement
                                            or composition with its creditors.

                                     “Excluded Employees” means those PAT Employees who are not
                                     Transferring Employees;

                                     “Excluded Liabilities” means:

                                     (a)    any liabilities associated with the Excluded Employees including
                                            (but without limitation) liabilities associated with their employment
                                            and termination of their employment;

                                     (b)    taxation liabilities of PAT.

                                     “Excluded Property” means:

                                     (a)    cash at bank on deposit or on hand;




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                                     (b)    insurance policies owned by PAT and the benefit of any claims
                                            under them;

                                     "Financial Statements" means any financial information provided to the
                                     Purchaser by or on behalf of the Treasurer or PAT prior to the date of this
                                     Agreement including but not limited to statements of financial
                                     performance, statement of financial position, statement of cashflow and
                                     including the audited 2006-2007 financial statements;

                                     "Goodwill" means the goodwill of the Acquired Business including the
                                     exclusive right of the Purchaser subsequent to Completion to represent
                                     itself as carrying on the business as successor to PAT and the Crown;

                                     "Government Agency" means any Government or semi-government,
                                     administrative, fiscal or judicial body, department, commission, authority,
                                     instrumentality, tribunal, agency or entity anywhere in the world;

                                     “Guarantee Period” means a period of five (5) years on the Completion
                                     Date;

                                     "Immediately Available Funds" means funds:

                                     (a)    which are upon payment immediately available for use and access
                                            by the Treasurer or, if paid into a bank account, immediately
                                            available for withdrawal or transfer from that bank account by the
                                            person or persons entitled to operate on that bank account, and

                                     (b)    the payment of which is not capable of being cancelled or avoided
                                            by the payer or any person on behalf of the payer (other than as a
                                            result of any limitation imposed by or rights resulting from
                                            bankruptcy, insolvency or liquidation of the payer);

                                     "Intellectual Property Licences" means all agreements under which
                                     PAT obtained the right to use, but not ownership of, any of the Intellectual
                                     Property Rights referred to in paragraph (a) to (d) of the definition of that
                                     term;

                                     "Intellectual Property Rights" means:

                                     (a)    all Business Names;

                                     (b)    all Trademarks;

                                     (c)    all Confidential Information owned or used at any time by PAT;

                                     (d)    all patents and patent applications, discoveries, products and
                                            processing formuli, inventions, registered and unregistered designs,
                                            copyright, marketing, advertising and technical information,
                                            television and radio commercials (to the extent to which PAT has
                                            rights to those commercials and marketing - advertising
                                            information), plans and similar rights owned and used at any time
                                            by PAT in connection with the Acquired Business; and


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                                     (e)    all Intellectual Property Licenses;

                                     "Interest Period" means, in respect of any interest payable under this
                                     Agreement, successive periods of 30 days initially commencing on the
                                     date from which the interest is to accrue and thereafter on the last day of
                                     the immediately preceding Interest Period provided that:

                                     (a)    if the last day of the particular Interest Period is not a Business
                                            Day, then the Interest Period shall end on the next succeeding
                                            Business Day (unless that Business Day falls in another calendar
                                            month, in which case the Interest Period shall end on the next
                                            preceding Business Day); and

                                     (b)    any Interest Period which begins on the last Business Day of a
                                     calendar month shall end on the last Business Day of a calendar month;

                                     "Leased Plant and Equipment" means the plant and equipment specified
                                     in Schedule B;

                                     "Liabilities" means in respect of the Acquired Business all liabilities,
                                     duties and obligations whether actual, contingent or prospective, but
                                     excludes the Excluded Liabilities;

                                     "Offer Price Proforma" means the offer price proforma set out in
                                     Schedule F which is based upon the audited financial statements of PAT as
                                     at the 30th June 2007 and at the Completion Date;

                                     "PAT Employee" means a person who, immediately before the
                                     Completion Date is a person employed by PAT;

                                     "Purchaser Employee Entitlements" means the aggregate of all benefits,
                                     including without limitation any unpaid sum of money to which a
                                     Transferring Employee is or may become entitled under legislation, a
                                     contract of employment, an award, determination or agreement or
                                     otherwise by law in respect of:

                                     (a)    services by that Transferring Employee to the Purchaser after the
                                            Completion Date;

                                     (b)    annual leave accrued or arising in relation to the Transferring
                                            Employee in respect of the period after the Completion Date; and

                                     (c)    long service leave accrued or arising in relation to the Transferring
                                            Employee in respect of the period after the Completion Date.

                                     "Permitted Encumbrances" means any interest, power, easement,
                                     restriction, covenant or notation referred to or disclosed by notice in
                                     writing to the Purchaser on or prior to the date of this Agreement

                                     "Personnel Records" means all such records of Transferring Employees
                                     in whatever form recording the name, address, classification, position
                                     history, salary, deductions, qualifications and details of all kinds of leave
                                     in respect of a Transferring Employee;

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                                     "Plant and Equipment" means plant, equipment, motor vehicles,
                                     computer hardware, capitalised software development costs, machinery,
                                     furniture, fixtures and fittings consumables, spare parts, tools and other
                                     maintenance items and office supplies owned and used by PAT in
                                     connection with the Acquired Business and on hand on the Completion
                                     Date;

                                     "Property" means all property (as that term is defined in the Sale Act)
                                     employed in or forming part of the Acquired Business and includes:

                                     (a)    Contracts;

                                     (b)    Intellectual Property Rights;

                                     (c)    Plant and Equipment;

                                     (d)    Property Leases;

                                     (e)    Records;

                                     (f)    Stock;

                                     (g)    Goodwill; and

                                     (h)    other property and assets tangible and intangible, current and
                                            non-current owned by PAT and used in connection with the
                                            Acquired Business.

                                     "Property Leases" means the leases of real property (where PAT is the
                                     lessee) specified in Schedule A;

                                     "Purchase Price" means the consideration for the Acquired Business
                                     described in clause 3;

                                     "Rate" means in relation to any Interest Period:

                                     (a)    the rate (expressed as a percentage yield per annum to maturity)
                                            being the average (rounded up to the nearest 2 decimal places) of
                                            the displayed buying rates published at or about 10.30 a.m. on the
                                            first Business Day of that Interest Period on the Reuters Screen
                                            under the Heading "BBSW" for thirty (30) day bills of exchange of
                                            a tenor as nearly as possible equal to that Interest Period and of any
                                            amount similar to the amount in respect of which interest is
                                            payable under this Agreement or

                                     (b)    if that rate is not available at the relevant time, the rate (expressed
                                            as a percentage yield per annum to maturity) being the average of
                                            the rates rounded to the nearest 2 decimal places quoted to the
                                            person to whom the relevant interest is payable (the "Payee") by
                                            any four Australian banks selected by the Payee as the rate at
                                            which they would have been prepared to purchase bills of
                                            exchange accepted by an Australian bank, of a tenor as nearly as
                                            possible equal to that Interest Period and of an amount similar to

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                                            the amount in respect of which interest is payable under this
                                            Agreement at or about 10.30 a.m. on that day.

                                     "Records" means originals and copies, in machine readable or printed
                                     form, of all books, files, reports, records, correspondence, documents,
                                     computer discs and other material of or related to or used in connection
                                     with the Acquired Business in the possession or control of PAT and which
                                     comprises:

                                     (a)    (i)     all contracting, and sales literature, market research,
                                                    reports, brochures and other prefunctional material;

                                            (ii)    all contracting and sales and purchasing records;

                                            (iii)   all lists of clients;

                                            (iv)    all permits, approvals, certificates, books, accounts, reports,
                                                    drawings, surveys, plans, specifications and other records
                                                    and materials; and

                                            (v)     all trading and financial records.

                                     (b)    the Personnel Records;

                                     but does not include the board minutes and papers of the PAT;

                                     “Schedule” means a schedule to this Agreement;

                                     "Trademarks" means all logos, symbols, getup, trademarks, tradenotes,
                                     applications for trademarks, service marks, brand names and similar rights
                                     owned and used by PAT in connection with the Acquired Business,
                                     whether registered or unregistered together with all Goodwill, indicia,
                                     getup, trading styles and the like whether independent or associated
                                     therewith and in addition any brand names used in or in connection with
                                     the Acquired Business;

                                     "Transferring Employee" means an employee whose employer changes
                                     by force of Section 10 of the Sale Act;

                                     "Treasurer" means the Treasurer for the time being for the State of
                                     Tasmania acting on behalf of the Crown pursuant to Section 7 of the Sale
                                     Act and includes the Treasurer's successors in office for the time being;

                                     "Warranties" means the representations and warranties on the part of the
                                     Treasurer as set out in the Schedule C;

                                     "Working Capital and Obligation Adjustment" means the difference
                                     between the Working Capital and Obligation Statement based on the
                                     audited Financial Statements at the 30th June 2007 and the Working
                                     Capital and Obligation Statement based on the audited Financial
                                     Statements at the Completion Date.




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                              1.2    Construction

                                     In this Agreement unless a contrary intention is apparent:

                                     (a)    Words importing:

                                            (i)     the singular include the plural and vice versa;

                                            (ii)    a gender includes the other gender;

                                     (b)    A reference to:

                                            (i)     a person includes a firm, unincorporated association,
                                                    corporation and a Government or statutory body,
                                                    department or authority;

                                            (ii)    a person includes the legal personal, representatives,
                                                    successors and assigns of that person;

                                            (iii)   a statute, ordinance, code or other law includes regulations
                                                    and other statutory instruments under it and consolidations,
                                                    amendments, re-enactments or replacements of any of them;

                                            (iv)    a right includes a benefit, remedy, discretion, authority or
                                                    power;

                                            (v)     the time is to local time in Hobart;

                                            (vi)    "dollar" or "dollars" is a reference to the lawful currency of
                                                    Australia;

                                            (vii)   this Agreement or any other document includes the
                                                    document as varied or replaced and notwithstanding any
                                                    change in the identity of the parties;

                                            (viii) writing includes any mode of representing or reproducing
                                                   words in tangible and permanently visible form and
                                                   includes facsimile transmission;

                                            (ix)    anything (including, without limitation, any amount) is a
                                                    reference to the whole or any part of it and a reference to a
                                                    group of things or persons is a reference to any one or more
                                                    of them;

                                     (c)    if a word or phrase is defined, competent words and phrases have
                                            corresponding definitions;

                                     (d)    terms defined in the Corporations Act 2001 as at the date of this
                                            Agreement have meanings given to them in the Corporations Act
                                            2001 at that date;

                                     (e)    the benefit of this Agreement to the extent that it relates to PAT
                                            and the Adviser shall be held by the Treasurer beneficially for


Sale Agreement – Printlinx Pty Ltd                            10.12.07                                      10
                                            himself on behalf of the Crown and as trustee for PAT or the
                                            Adviser (as the case may be);

                              1.3    Headings

                                     Headings do not affect the interpretation of this Agreement.

                              1.4    References to Guarantors

                                     A reference to “Guarantors” is a reference to each guarantor jointing and
                                     severally. An agreement, representation, warranty or indemnity on the
                                     part of the Guarantors binds each guarantor named jointly and severally.

                              2      Sale of the Acquired Business
                              2.1    Sale of Acquired Business

                                     The Treasurer agrees to sell and the Purchaser agrees to purchase the
                                     Acquired Business as a going concern free from all Encumbrances for the
                                     Purchase Price on and subject to the terms of this Agreement.

                              2.2    Assumption of Liability

                                     Upon Completion the Purchaser assumes responsibility for and shall
                                     discharge (as and when they fall due) all liabilities incurred before, on or
                                     after the Completion Date excluding the Excluded Liabilities.

                              2.3    Creditors

                                     The Purchaser must pay the Creditors within the normal terms given by
                                     the Creditor and all Creditors must be paid within 60 days of the
                                     Completion Date.

                              2.4    Acknowledgement

                                     (a)    The Purchaser acknowledges that PageSet Pty. Ltd. occupies an
                                            area of the premises leased by PAT at the Technopark known as the
                                            “Pre-press Room”.

                                     (b)    The Purchaser further acknowledges that the assets listed in
                                            Schedule E are assets of PageSet Pty. Ltd. and do not form part of
                                            the Acquired Business.

                              3      Purchase Price
                              3.1    Purchase Price for the Acquired Business

                                     The Purchase Price for the Acquired Business is the amount calculated in
                                     accordance with the Offer Price Proforma.

                              3.2    Determination of Stock and Debtors

                                     (a)    Stock, determined in accordance with a valuation undertaken in
                                            accordance with clause 3.3; and

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                                     (b)    Debtors, determined in accordance with clause 3.4.

                              3.3    Payment of Purchase Price

                                     The Purchaser must pay the Purchase Price to the Treasurer as follows:

                                     (a)    a non-refundable deposit of $99,515.00 on the execution of this
                                            Agreement by the parties (being approximately 10% of the
                                            Purchase Price before the Working Capital and Obligation
                                            Adjustment);

                                     (b)    on Completion the balance of the Purchase Price before the
                                            Working Capital and Obligation Adjustment and

                                     (c)    forty days after Completion pay the Working Capital and
                                            Obligation Adjustment amount to the Treasurer where the Working
                                            Capital and Obligation Adjustment results in an increase in the
                                            Purchase Price or receive a refund from the Treasurer where the
                                            Working Capital and Obligation Adjustment results in a decrease in
                                            the Purchase Price.

                              3.4    Purchase Price for Stock

                                     (a)    The purchase price payable for the Stock shall be a sum equal to
                                            the valuation of the same as at the Completion Date.

                                     (b)    The Purchaser is required to purchase:

                                            (i)    damaged, defective or obsolete Stock at an agreed price or
                                                   at a value or price determined in accordance with clause
                                                   3.3(c);

                                            (ii)   Stock that was ordered or purchased by PAT before the
                                                   Completion Date but which has not been delivered to PAT
                                                   by the Completion Date.

                                     (c)    The quantity and value of the Stock must be determined by a
                                            stocktake held on the day immediately before the Completion Date
                                            on the basis of the replacement purchase price of the Stock as
                                            agreed by the Treasurer’s nominee and the Purchaser or if they are
                                            unable to agree by [name of person] (“the Stocktaker”).

                                     (d)    If the Stocktaker is required then he will act as an expert and his
                                            determination regarding quantity, value and saleability will be final
                                            and binding and his fee shall be borne by the Purchaser.

                                     (e)    During the stocktake the Treasurer’s nominee and Purchaser or the
                                            Stocktaker (as the case may be) will prepare stock sheets listing the
                                            quantities and values of the stock and details of stock which falls
                                            within clause 3.2(b) in the calculation of the value of the Stock. On
                                            the completion of the stocktake each party shall receive a copy of
                                            those stock sheets signed by the Treasurer’s nominee and the
                                            Purchaser or the Stocktaker (as the case may be).

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                              3.5    Purchaser Price for Debtors

                                     (a)    The purchase price for the Debtors will be 85% of the book
                                            valuation of the Debtors as at the Date of Completion and
                                            determined by the Tasmanian Audit Office. The Purchaser shall be
                                            responsible for the costs of the audit including the auditor’s fee.

                                     (b)    In determining the 85% of the book valuation the Tasmanian Audit
                                            Office is not to take into account any provision for bad and
                                            doubtful debts.

                              3.6    Interest

                                     Interest must be payable in respect of any other amount not paid at the
                                     time and in the manner provided for in this Agreement, from the due date
                                     of payment to the date of payment, at the Rate plus 4% per annum.
                                     Interest shall accrue from day to day, must be payable on demand, and
                                     shall be compounded at the end of each Interest Period.

                              3.7    Manner of payment

                                     The Purchase Price or part thereof must be paid in Immediately Available
                                     Funds.

                              3.8    Apportionment

                                     The Property is apportioned as follows:

                                      Property                             Apportionments

                                      Contracts, Goodwill, intellectual $500,000.00
                                      property and property leases

                                      Plant and Equipment (including $1,500,00.00
                                      motor vehicles)



                              4      Goods and Services Tax
                              4.1    Definition of GST

                                     In this clause, “GST” refers to goods and services tax under A New Tax
                                     System (Goods and Services Tax) Act 1999 (Cth) (“GST Act”) and the
                                     terms used have the meanings as defined in the GST Act.

                              4.2    Sale of the Acquired Business as going concern

                                     The Treasurer and the Purchaser agree that the sale of the Acquired
                                     Business is the supply of a going concern.



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                              4.3    Purchaser registered under GST Act

                                     The Purchaser represents and warrants that it is registered under the GST
                                     Act.

                              4.4    Acquired Business to be conducted as a going concern until
                                     completion

                                     PAT agrees that it will carry on the conduct of the Acquired Business as a
                                     going concern until Completion.

                              4.5    Consideration exclusive of GST

                                     The parties entered into this agreement on the basis that the supply is GST
                                     free and the consideration is exclusive of GST.

                              4.6    Purchaser to pay any GST assessed

                                     If for any reason this sale is not accepted by the Commissioner of Taxation
                                     as GST free, as the supply of a going concern:

                                     (a)    the Purchaser agrees to pay to the Treasurer, within 14 days after
                                            the Treasurer’s liability for GST on this sale is confirmed by
                                            correspondence or an assessment from the Commissioner, the
                                            amount of the GST including any additional penalty and interest;
                                            and

                                     (b)    the Treasurer must deliver to the Purchaser, as a precondition to
                                            such payment, a tax invoice in a form which complies with the
                                            GST Act and the regulations.

                              4.7    Reimbursement and similar payments

                                     Any payment or reimbursement required to be made under this agreement
                                     that is calculated by reference to a cost, expense, or other amount paid or
                                     incurred will be limited to the total cost, expense or amount less the
                                     amount of any input tax credit to which an entity is entitled for the
                                     acquisition to which the cost, expense or amount relates.

                              4.8    GST Payable

                                     If GST is payable in relation to a supply made under or in connection with
                                     this Agreement then any party (“Recipient”) that is required to provide
                                     consideration to another party (“Supplier”) for that supply must pay an
                                     additional amount to the Supplier equal to the amount of that GST at the
                                     same times as other consideration is to be provided for that supply or, if
                                     later, within 5 Business Days of the Supplier providing a valid tax invoice
                                     to the Recipient.

                              4.9    Variation to GST payable

                                     If the GST payable in relation to a supply made under or in connection
                                     with this Agreement varies from the additional amount paid by the
                                     Recipient under clause 4.8 then the Supplier will provide a corresponding

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                                     refund or credit to, or will be entitled to receive the amount of that
                                     variation from, the Recipient. Any ruling, advice, document or other
                                     information received by the Recipient from the Australian Taxation Office
                                     in relation to any supply made under this agreement will be conclusive as
                                     to the GST payable in relation to that supply. Any payment, credit or
                                     refund under this paragraph is deemed to be a payment, credit or refund of
                                     the additional amount payable under clause 4.8.

                              5      Completion
                              5.1    Place of Completion

                                     Completion must take place at Hobart on the Completion Date, or any
                                     other place agreed by the Treasurer and the Purchaser.

                              5.2    Action Required on Completion by the Treasurer

                                     On the Completion Date the Treasurer shall deliver or procure delivery of
                                     the operating control of the Acquired Business to the Purchaser and, in
                                     particular, the Treasurer must deliver or procure delivery to the Purchaser
                                     of the following:

                                     (a)    the Property Leases, and such executed assignments and consents
                                            to assignment of them other than those vested in the Purchaser
                                            pursuant to the Sale Act, as were able to be obtained before the
                                            Completion Date;

                                     (b)    in relation to the Contracts, except those vested in the Purchaser
                                            pursuant to the Sale Act, executed assignments and consents to
                                            assignment of them (to the extent that such assignments and
                                            consents have been obtained by PAT at the Completion Date);

                                     (c)    all Records at the respective offices or places of business of the
                                            Acquired Business at which those Records are located at the
                                            Completion Date, except that if the Treasurer or PAT is required by
                                            law to retain any of the Records, the Treasurer may deliver copies
                                            of these Records to the Purchaser;

                                     (d)    completed transfer of ownership forms for each of the motor
                                            vehicles which form part of the Plant and Equipment;

                                     (e)    that Property capable of transfer by delivery and permit the
                                            Purchaser to take possession of the Property, and such delivery and
                                            possession to be taken at the respective offices or places of
                                            business of the Acquired Business at which the Property is located
                                            at the Completion Date; and

                                     For the purposes of clauses 5.2(a) and (b), PAT must submit to the
                                     Purchaser for approval at least 3 Business Days prior to the Completion
                                     Date a draft copy of each instrument of transfer or assignment to be
                                     delivered to the Purchaser at Completion.



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                              5.3    Cost of Assignment

                                     Each party shall bear its own costs associated with the preparation,
                                     execution and delivery of any assignment or consent required to be
                                     obtained for the purposes of this Clause 5.

                              5.4    Action Required on Completion by the Purchaser

                                     At the Completion Date the Purchaser shall pay to the Treasurer the
                                     amount specified in Clauses 3.1 in Immediately Available Funds.

                              5.5    Interdependence of Obligations

                                     The obligations of the parties in respect of Completion under this
                                     Agreement shall be interdependent. All actions at Completion and final
                                     settlement shall be deemed to take place simultaneously and no delivery or
                                     payment will be deemed to have been made until all deliveries and
                                     payments under this Agreement have been made.

                              5.6    Risk and Property

                                     The title to, Property in and risk of the Acquired Business:

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

                                     (b)    passes to the Purchaser on and from Completion, and, accordingly,
                                            the Treasurer is entitled to the takings and profits and must bear
                                            and pay on or before the due date all Liabilities of the Acquired
                                            Business until Completion.

                              5.7    Material Adverse Change

                                     (a)    Completion must take place even if there has been a change,
                                            whether or not material or adverse, in the business, assets,
                                            liabilities, prospects, financial or trading position of PAT and the
                                            Acquired Business since the date of this Agreement;

                                     (b)    For the avoidance of doubt and without limiting the generality of
                                            paragraph (a) (but without prejudice to the rights of the Purchaser
                                            under clause 7.1 or otherwise) the Purchaser acknowledges and
                                            agrees that it will proceed with Completion on the Completion
                                            Date notwithstanding any said change as referred to in paragraph
                                            (a).

                              6      Conduct of business pending completion
                              6.1    Business in the Ordinary Course

                                     Pending Completion, except as contemplated by this Agreement or
                                     otherwise consented to by the Purchaser in writing, PAT will ensure the
                                     Acquired Business is conducted in the ordinary course of business.




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                              6.2    Specific Restrictions

                                     Without limiting the generality of clause 6.1 PAT will not, without the
                                     prior written consent of the Purchaser (which consent shall not be
                                     unreasonably withheld), do any of the following:

                                     (a)    incur any single capital expenditure commitment of more than
                                            $50,000;

                                     (b)    vary in any material way any Contract or Property Lease;

                                     (c)    introduce any new service; or

                                     (d)    cease to offer any service offered as at the date of this Agreement.

                              6.3    Notification

                                     Without limiting the generality of clauses 5.7, 7.2 and 8.2 PAT must prior
                                     to the Completion Date promptly notify the Purchaser of the happening of
                                     any event of which it becomes aware and which is not generally known to
                                     the public (and in any such notice shall give the Purchaser full particulars
                                     thereof) which in the opinion of PAT may have a material effect on the
                                     value of the Acquired Business.

                              7      Warranties by the Treasurer
                              7.1    Warranties

                                     The Treasurer represents and warrants to the Purchaser that each of the
                                     statements set out in Schedule C (each as a separate warranty and
                                     representation) is at the date of this Agreement and will at the Completion
                                     Date be accurate to the best of his knowledge and belief and the Treasurer
                                     acknowledges that the Purchaser is entering into this Agreement in
                                     reliance on each of the Warranties but on no other inducement,
                                     representation or warranty.

                              7.2    Disclaimer

                                     The Purchaser acknowledges that except as expressly provided in Clause
                                     7.1, any and all warranties and representations on the part of the Treasurer,
                                     PAT or any Adviser whether express or implied by statute or otherwise
                                     (including, without limitation, under Part V of the Trade Practices Act
                                     1974, the Fair Trading Act 1990 (Tasmania) or the Corporations Act
                                     2001) are, to the extent permitted by law, expressly excluded.

                              7.3    Remedies

                                     The sole remedy of the Purchaser for breach or non-fulfilment of any
                                     Warranty is to damages in accordance with this clause 7. The Purchaser
                                     shall not be entitled to rescind this Agreement.




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                              7.4    Survival of Warranties

                                     Subject to clause 7.5 the remedy of the Purchaser pursuant to clause 7.3 in
                                     respect of the Warranties shall continue notwithstanding Completion.

                              7.5    Entitlement to Claim

                                     Notwithstanding any other provision of this Agreement the Purchaser shall
                                     not be entitled to claim that any fact, matter or circumstance constitutes a
                                     breach or non-fulfilment of any Warranty to the extent that:

                                     (a)    such fact, matter or circumstance was within the actual knowledge
                                            of the Purchaser or had been expressly communicated in writing to
                                            the Purchaser prior to the date of this Agreement or was made
                                            available in the Data Room;

                                     (b)    such claim arises or is increased directly as a result of action taken
                                            (or not taken as the case may be) by the Treasurer, PAT or the
                                            Adviser after consultation with and with the prior written approval
                                            of the Purchaser;

                                     (c)    provision has been made for that fact, matter or circumstance in the
                                            Financial Statements;

                                     (d)    such fact, matter or circumstance was or would have been
                                            reasonably apparent on inspection of any Property.

                              7.6    Time Limitations

                                     (a)    Any claim made by the Purchaser under this clause 7 will be made
                                            in writing and will describe in reasonable detail the nature of the
                                            claim and the amount claimed.

                                     (b)    The Purchaser will not be entitled to make any claim under this
                                            clause 7 unless it has given notice (whether under paragraph (a)
                                            above or otherwise) as soon as is reasonable after becoming aware
                                            of the facts, matters or circumstances upon which the claim is
                                            based, and in any event before one year from the Completion Date,
                                            describing the nature or anticipated nature of the claim and, where
                                            possible, the amount of the claim.

                              7.7    Monetary Limitations

                                     The Purchaser shall only be entitled to claim under this Agreement:

                                     (a)    in the case of a single claim, where the monetary value is at least
                                            $100,000; or

                                     (b)    in the case of a number of claims which are all of one class arising
                                            from substantially the same circumstances, where the aggregate
                                            monetary value is at least $100,000.

                                     Provided that in no event shall the Treasurer's aggregate liability under this
                                     Agreement exceed the Purchase Price.

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                              7.8    Satisfaction of Claims

                                     (a)    Any amount which the Treasurer is obliged to pay under this
                                            Agreement in respect of any claim made by the Purchaser under
                                            clause 8 is payable within 30 days of receiving a notice of claim
                                            pursuant to clause 7.6(a) unless the person liable to pay disputes
                                            the claim.

                                     (b)    Where the Treasurer or any other person:

                                            (i)    has notified the Purchaser of a dispute as to payment and
                                                   that dispute is unreasonable; or

                                            (ii)   has not paid any amount referred to in paragraph (a) by the
                                                   due date and has not notified the Purchaser of a dispute as
                                                   to payment

                                     interest shall be payable on amounts not paid at the rate of the Rate
                                     accruing from day to day from the day following the due date for payment
                                     and compounded at the end of each Interest Period.

                              8      Supply of information
                              8.1    Independent Assessment

                                     The Purchaser acknowledges and agrees that in entering this Agreement
                                     and in proceeding to Completion it has relied and will continue to rely
                                     entirely on its own independent assessment of any information supplied
                                     and has made its own independent decision about, and the valuation of, the
                                     Acquired Business and the future performance of the Acquired Business or
                                     any part of the Acquired Business. In this regard, the Purchaser further
                                     acknowledges that on receipt of any information it was understood and
                                     agreed by the Purchaser that it would make, and would rely solely upon its
                                     own investigations and enquiries in respect of the Acquired Business,
                                     PAT, PAT employees and the information so supplied.

                                     The Purchaser accepts the risk that its own assessment may be false,
                                     incorrect or misleading.

                              8.2    No Responsibility for Information Disclosed

                                     Subject to clause 7.1 the Purchaser acknowledges and accepts that all
                                     information in any way relating to PAT, its affairs, the Property and the
                                     future performance of PAT or the Acquired Business or any part of the
                                     Acquired Business disclosed to the Purchaser was disclosed at the request
                                     of the Purchaser and on the basis that the Treasurer, PAT and the Adviser
                                     disclaimed any liability, whether arising from negligence or otherwise, for
                                     any representation contained in or any omission from such information
                                     and, in particular, for any representation or estimate as to the future
                                     performance of PAT or the Acquired Business or any part of the Acquired
                                     Business.



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                              8.3    PAT Employees

                                     The Purchaser acknowledges and agrees that the Purchaser, its officers and
                                     employees have, at their request, had access to PAT employees and that
                                     access was on the basis that the Treasurer, PAT and the Adviser disclaim
                                     any liability, whether arising from negligence or otherwise, for any
                                     representation or information, in particular any representation or estimate
                                     as to the future performance of PAT or the Acquired Business or any part
                                     of the Acquired Business made or provided by of PAT employees.

                              8.4    No Knowledge

                                     The Purchaser acknowledges that so far as it is aware, none of its
                                     respective officers, employees, agents or advisers have knowledge of any
                                     facts, circumstances or other matters that might give rise to a claim being
                                     made or proceedings instituted against the Treasurer, PAT or any Adviser.

                              9      Indemnities
                              9.1    Indemnity by the Purchaser

                                     The Purchaser shall keep the Treasurer and PAT indemnified and hold the
                                     Treasurer and PAT harmless from and against any liability or loss suffered
                                     or incurred by the Treasurer and PAT and arising from, and any costs,
                                     charges or expenses incurred in connection with, a breach by the Purchaser
                                     of this Agreement.

                              9.2    Indemnity by the Treasurer

                                     The Treasurer shall keep the Purchaser indemnified and hold the Purchaser
                                     harmless from and against any liability or loss suffered or incurred by the
                                     Purchaser and arising from, and any costs, charges or expenses incurred in
                                     connection with, a breach by the Treasurer or PAT of this Agreement.

                              10     Access to information and confidentiality
                              10.1   Access by the Purchaser

                                     The Treasurer shall nominate a representative to liaise with the Purchaser
                                     and to co-ordinate access to the Property and the Records pending
                                     Completion. Pending Completion each of the Treasurer and PAT shall
                                     give to the Purchaser and their representatives reasonable access to all of
                                     the Property and the Records provided that such access does not, in the
                                     opinion of PAT, hinder or disrupt the reasonable conduct of the Acquired
                                     Business and the Treasurer shall supply the Purchaser, free of charge, with
                                     such information concerning the Acquired Business or any of the Property
                                     as the Purchaser may from time to time reasonably request. All such
                                     access shall be co-ordinated with and require the prior approval of the
                                     representative appointed by the Treasurer in accordance with this Clause.
                                     The Purchaser shall also have the right after Completion to inspect and
                                     take copies of, during normal business hours, all books (including extracts
                                     of the minute books of PAT pertaining to the Acquired Business unless the
                                     Treasurer, acting reasonably, determines that access to past or all of the

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                                     minutes is not commercially justifiable by the Purchaser and would be
                                     contrary to the ongoing interests of PAT or the Treasurer), records and
                                     other data in the possession of PAT which pertain to the Acquired
                                     Business or any of the Property. The right of the Purchaser to access
                                     information is intended by the Treasurer to continue as part of the
                                     Purchaser's due diligence up until the Completion Date.

                              10.2   Retention of Records

                                     Prior to Completion PAT must keep and maintain the Records in
                                     accordance with its usual record retention policy.

                              10.3   Access by Treasurer and PAT

                                     On and after Completion the Purchaser shall give to each of the Treasurer
                                     and PAT and their representatives reasonable access to all of the Records
                                     in relation to matters prior to Completion and the Purchaser shall supply
                                     the Treasurer or PAT with such information concerning the Acquired
                                     Business prior to Completion, as they may reasonably request.

                              10.4   Accounting Assistance

                                     On and after Completion the Purchaser shall prepare for and on behalf of
                                     PAT all documents, schedules and other material ("Material") necessarily
                                     based on the Records which are required by PAT in connection with the
                                     preparation of its accounts and reports for the year ending 30 June 2008 or
                                     such part of the year that may be required at law to facilitate compliance
                                     with any applicable legal or administrative requirement and shall
                                     otherwise provide to PAT all accounting and administrative assistance
                                     reasonably requested by PAT. Such Material shall be compiled and
                                     prepared so as to correctly record and explain transactions and the
                                     financial position of PAT, give a true and fair view of the state of affairs of
                                     the Acquired Business and to allow for the accounts of PAT to be
                                     conveniently and properly audited in accordance with the Government
                                     Business Enterprises Act 1995. The Purchaser shall be entitled to be
                                     reimbursed its reasonable costs of compliance of its obligations under this
                                     clause 10.4.

                              11     Contracts
                              11.1   Intellectual Property Licences

                                     (a)    Where any Intellectual Property Licence is not vested in the
                                            Purchaser pursuant to the Sale Act, PAT and the Treasurer must use
                                            their respective best endeavours to procure consents from the
                                            licensor to an assignment of each Intellectual Property Licence to
                                            the Purchaser by the Completion Date or, to the extent that this is
                                            impractical, as soon as practicable after the Completion Date;

                                     (b)    On and from the Completion Date, the Purchaser shall satisfy all
                                            payments becoming due under any Intellectual Property Licence
                                            and otherwise shall perform its terms on the part of PAT to be
                                            performed.

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                                     (c)   In the event that any Intellectual Property Licence cannot be
                                           assigned to the Purchaser by the Completion Date the Treasurer
                                           will indemnify the Purchaser for all claims and liabilities arising
                                           from the holding of the licence wherever such claims arise.

                                     (d)   In respect of each Intellectual Property Licence which is not vested
                                           in the Purchaser pursuant to the Completion Act and which has not
                                           been assigned or novated in accordance with this clause 11 on or
                                           before the expiration of 120 days from the Completion Date, PAT
                                           shall, if so requested by the Purchaser, to the extent practical,
                                           legally possible and appropriate to the nature of the relevant licence
                                           either:

                                           (i)    grant to the Purchaser a sub-licence or other right to use the
                                                  same; or

                                           (ii)   hold the same on trust for the benefit of the Purchaser to the
                                                  intent that the Purchaser shall perform and thereby be
                                                  entitled to receive payment pursuant to and under the
                                                  licence as if it were a party as PAT thereto.

                              11.2   Other Contracts

                                     (a)   Where a Contract is not vested in the Purchaser under the Sale Act,
                                           PAT shall not be obliged to procure the consent of the other party to
                                           the Contract to the assignment of such Contract to the Purchaser
                                           but if the Purchaser requires it shall afford the Purchaser all such
                                           assistance as it shall reasonably require;

                                     (b)   On and from the Completion Date the Purchaser shall perform all
                                           obligations on the part of PAT to be performed on and after the
                                           Completion Date under the Contracts referred to in clause 11.2(a).

                              12     Employees
                              12.1   Transferring Employees

                                     (a)   The Purchaser must at least fifteen (15) Business Days before the
                                           Completion Date offer each Transferring Employee employment in
                                           the Acquired Business from and conditional on Completion, on
                                           terms and conditions no less favourable than those governing that
                                           Transferring Employee’s employment on the Completion Date.

                                     (b)   At least 3 Business Days before the Completion Date, the Treasurer
                                           shall deliver to the Purchaser a copy of a proposed order that is to
                                           be made for the purpose of this Agreement under Section 10 of the
                                           Sale Act.

                              12.2   Transferring Employees become employees of the Purchaser

                                     (a)   The Purchaser must at least five (5) Business Days prior to the
                                           Completion Date deliver to the Treasurer a list of Transferring


Sale Agreement – Printlinx Pty Ltd                         10.12.07                                        22
                                           Employees who have accepted the offer of employment with the
                                           Purchaser.

                                     (b)   As from the Completion Date the Purchaser shall become the
                                           employer of all Transferring Employees specified in an order made
                                           under Section 10 of the Sale Act.

                              12.3   Employee Entitlements

                                     On and from the Completion Date the Purchaser acknowledges that:

                                     (a)   subject to Completion, the Purchaser shall assume responsibility
                                           for the Employee Entitlements with effect on and from the
                                           Completion Date.

                                     (b)   if the employment of a Transferring Employee with the Purchaser
                                           is terminated by reason of redundancy, the Purchaser shall make
                                           available to that Transferring Employee redundancy benefits apply
                                           under an award or industrial agreement applying to the Transferring
                                           Employee at the time of that termination; and

                                     (c)   upon each Transferring Employee whose long service leave was
                                           subject to the Long Service Leave (State Employees) Act 1994
                                           becoming an employee of the Purchaser, the period of service of
                                           that Transferring Employee will be calculated in accordance with
                                           the formula in Section 10(2) of the Sale Act.

                              12.4   Sale Act

                                     (a)   For the avoidance of doubt, it is agreed for the purposes of section
                                           9(1) of the Sale Act that section 9(1)(f) of the Sale Act does not
                                           apply to contracts of employment.

                                     (b)   It is agreed for the purposes of section 11(2) of the Sale Act that
                                           section 11(2) of the Sale Act applies only to each Transferring
                                           Employee whom the Long Service Leave (State Employees) Act
                                           1994 applied immediately before Completion.

                              12.5   Purchaser not to employ Excluded Employees

                                     The Purchaser must not employ an Excluded Employee within 12 months
                                     of the Completion Date.

                              13     Guarantee and Indemnity
                              13.1   Guarantee

                                     In consideration of each of the Treasurer and PAT entering into this
                                     Agreement to sell the Acquired Business to the Purchaser and at the
                                     request of the Purchaser, the Guarantors:

                                     (a)   during the Guarantee Period unconditionally and irrevocably
                                           guarantee to the Purchaser the payment of the Employee

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                                            Entitlements and the Purchaser’s Employee Entitlements to each
                                            Transferring Employee in the Event of Default; and

                                     (b)    during the Guarantee Period, as a separate and independent
                                            principal obligation, indemnifies and holds the Treasurer harmless
                                            from and against all liabilities, losses, damages, costs or expenses
                                            incurred or suffered by the Treasurer and all actions, proceedings,
                                            claims or demands made against the Treasurer as a result of default
                                            by the Purchaser in the payment of the Employee Entitlements to
                                            each Transferring Employee upon an Event of Default.

                              13.2   Survival

                                     The liability of the Guarantors under this clause will not be released or
                                     discharged (in whole or in part) by:

                                     (a)    any time, concession or other indulgence being given by either the
                                            Treasurer or another person granting time or other indulgence to,
                                            compounding or compromising with or releasing the Purchaser;

                                     (b)    acquiescence, delay, acts, omissions or mistakes on the part of the
                                            Treasurer;

                                     (c)    subject to clause 17.3, any variation being made to the terms of this
                                            Agreement;

                                     (d)    all or any of the obligations of the Purchaser under this Agreement
                                            being discharged otherwise than by their due performance or
                                            waiver; or

                                     (e)    the liquidation, bankruptcy or insolvency of the Purchaser.

                              13.3   Continuing Guarantee

                                     The guarantee and indemnity given under this clause 13 is:

                                     (a)    a continuing guarantee and indemnity and shall remain in force
                                            until the whole of the obligations of the Purchaser have been duly
                                            performed and satisfied in full in respect of the payment of the
                                            Employee Entitlements to each Transferring Employee during the
                                            Guarantee Period;

                                     (b)    irrevocable; and

                                     (c)    constitutes a separate and independent obligation of the Guarantors.

                              13.4   Right of Enforcement

                                     The Treasurer may enforce the indemnity given under this clause
                                     notwithstanding the Guarantors have not taken any action or proceedings
                                     to enforce its rights or remedies against the Purchaser.




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                              13.5   Reinstatement

                                     The obligations of the Guarantors under this clause 13 shall continue to be
                                     effective or shall be reinstated if at any time any amount under this
                                     Agreement is avoided or must be replaced or restored, either in whole or in
                                     part, by any other Guarantors for any reason whatsoever and the liability
                                     of the Guarantors shall extend to any such payment as if that payment has
                                     not been made.

                              13.6   Warranties of the Guarantors

                                     The Guarantors represent and warrant that:

                                     (a)    this guarantee and indemnity constitutes a legally valid and binding
                                            obligation of the Guarantors enforceable in accordance with its
                                            terms; and

                                     (b)    the execution, delivery and performance of this guarantee and
                                            indemnity will not violate any provision of:

                                            (i)    any law or regulation or any order or decree of any
                                                   Government Agency of the Commonwealth of Australia or
                                                   any State or Territory;

                                            (ii)   any security, agreement, deed, contract, undertaking or
                                                   other instrument to which the Guarantors are a party or
                                                   which is binding upon it and does not and will not result in
                                                   the creation or imposition of any security over any of its
                                                   assets pursuant to the provision of any such security,
                                                   agreement, deed, contract, undertaking or other instrument.

                              13.7   Acknowledgement

                                     The Guarantors acknowledge that in giving this Guarantee they not relied
                                     on any representations or warranties made by the Treasurer, PAT or an
                                     Adviser. The Guarantors also acknowledge that any warranties on the part
                                     of each of the Treasurer, an Adviser and PAT whether express or implied
                                     by statute or otherwise (including, without limitation, under Part V of the
                                     Trade Practices Act 1974, the Fair Trading Act 1990 (Tasmania) or under
                                     the Corporations Act 2001) are, to the extent permitted by law expressly
                                     excluded.

                              14     PAT name
                              14.1   Undertaking

                                     Subject to Clause 14.2, each of the Treasurer and PAT undertakes to the
                                     Purchaser that after the Completion Date he and it will not use (nor will it
                                     cause or permit any person other than the Purchaser) to use the name
                                     "Printing Authority of Tasmania" or the Printing Authority of Tasmania in
                                     respect of any government business.



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                              14.2   Restricted Use

                                     (a)    Notwithstanding clause 14.1, the Purchaser acknowledges and
                                            agrees that the Treasurer and PAT must be entitled to use the name
                                            "Printing Authority of Tasmania” after the Completion Date.

                                     (b)    The Purchaser further acknowledges that the name “Printing
                                            Authority of Tasmania” remains in the ownership of the Crown
                                            after the Completion Date.

                              15     Undertakings
                                     The Treasurer undertakes to the Purchaser that he will not, nor will he
                                     permit any agency or instrumentality of the Crown within 2 years of the
                                     Completion Date to, establish or promote any printing business in
                                     competition, directly or indirectly, with the Acquired Business being
                                     conducted or to be conducted by the Purchaser in Tasmania provided that
                                     this undertaking does not and shall not apply to the current activities of the
                                     Printing Authority of Tasmania or instrumentalities of the Crown as at the
                                     Completion Date.

                              16     Guarantors guarantee and indemnity
                              16.1   Guarantors Guarantee and Indemnity

                                     In consideration of each of the Treasurer and PAT entering into this
                                     Agreement to sell the Acquired Business to the Purchaser and at the
                                     request of the Purchaser the Guarantors irrevocably and unconditionally:

                                     (a)    guarantees to each of the Treasurer and PAT the due and punctual
                                            observance and performance of all the obligations of the Purchaser
                                            under this Agreement (including any indemnities given in favour of
                                            the Treasurer or PAT by the Purchaser) and;

                                     (b)    as a separate and independent principal obligation, indemnifies and
                                            holds each of the Treasurer and PAT harmless from and against all
                                            liabilities, losses, damages, costs or expenses incurred or suffered
                                            by either or them and all actions, proceedings, claims or demands
                                            made against either of them as a result of default by the Purchaser
                                            in the performance of any such obligations or from any such
                                            obligations being unenforceable.

                              16.2   Survival

                                     The liability of the Guarantors under this clause shall not be released or
                                     discharged (in whole or in part) by:

                                     (a)    any time, concession or other indulgence being given by either the
                                            Treasurer or PAT to the Purchaser (or any surety) for or in relation
                                            to the observance or performance of any obligation under this
                                            Agreement;



Sale Agreement – Printlinx Pty Ltd                           10.12.07                                        26
                                     (b)    subject to clause 17.3, any variation being made to the terms of this
                                            Agreement;

                                     (c)    any other security or contractual obligation to secure the
                                            performance of the obligations of the Treasurer or PAT under this
                                            Agreement being or not being taken, held, renewed, varied or
                                            enforced or such securities being void, defective, informal or
                                            unenforceable;

                                     (d)    all or any of the obligations of the Purchaser under this Agreement
                                            being discharged otherwise than by their due performance or
                                            waiver; or

                                     (e)    the liquidation, bankruptcy or insolvency of the Purchaser.

                              16.3   Continuing Guarantee

                                     The guarantee and indemnity given under this clause is:

                                     (a)    a continuing guarantee and indemnity and shall remain in force
                                            until the whole of the obligations of the Purchaser have been duly
                                            performed and satisfied in full;

                                     (b)    irrevocable; and

                                     (c)    constitutes a separate and independent obligation of the Guarantors.

                              16.4   Right of Enforcement

                                     Either the Treasurer or PAT may enforce the guarantee and indemnity
                                     given under this clause without first making any demand or taking any
                                     action or proceeding to enforce its rights or remedies against the
                                     Purchaser.

                              16.5   Reinstatement

                                     The obligations of the Guarantors under this clause 16 shall continue to be
                                     effective or shall be reinstated if at any time any amount under this
                                     Agreement is avoided or must be replaced or restored, either in whole or in
                                     part, by any other Guarantors for any reason whatsoever and the liability
                                     of the Guarantors shall extend to any such payment as if that payment has
                                     not been made.

                              16.6   Warranties of the Guarantors

                                     The Guarantors represent and warrant that:

                                     (a)    this guarantee and indemnity constitutes a legally valid and binding
                                            obligation of the Guarantors enforceable in accordance with its
                                            terms; and

                                     (b)    the execution, delivery and performance of this guarantee and
                                            indemnity will not violate any provision of:


Sale Agreement – Printlinx Pty Ltd                             10.12.07                                    27
                                            (i)    any law or regulation or any order or decree of any
                                                   Government Agency of the Commonwealth of Australia or
                                                   any State or Territory;

                                            (ii)   any security, agreement, deed, contract, undertaking or
                                                   other instrument to which the Guarantors are a party or
                                                   which is binding upon it and does not and will not result in
                                                   the creation or imposition of any security over any of its
                                                   assets pursuant to the provision of any such security,
                                                   agreement, deed, contract, undertaking or other instrument.

                              16.7   Acknowledgment

                                     The Guarantors acknowledge that in giving this Guarantee they have not
                                     relied on any representation or warranties made by the Treasurer, PAT or
                                     an Adviser. The Guarantors also acknowledge that any warranties on the
                                     part of each of the Treasurer, the Adviser and PAT whether express or
                                     implied by statute or otherwise (including, without limitation, under Part V
                                     of the Trade Practices Act 1974, the Fair Trading Act 1990 (Tasmania) or
                                     under the Corporations Act 2001, are to the extent permitted by law
                                     expressly excluded

                              17     Miscellaneous
                              17.1   Entire Understanding

                                     (a)    This Agreement embodies the entire understanding and agreement
                                            between the parties;

                                     (b)    All previous negotiations, understandings, representations,
                                            warranties, memoranda or commitments in relation to, or in any
                                            way affecting, the subject matter of this Agreement are merged in
                                            and superseded by this Agreement and shall be of no force or effect
                                            whatsoever and no party shall be liable to pay any other party in
                                            respect of those matters;

                                     (c)    No oral explanation or information provided by any party to
                                            another shall:

                                            (i)    affect the meaning or interpretation of this Agreement, or

                                            (ii)   constitute any collateral agreement,           warranty      or
                                                   understanding between any of the parties.

                              17.2   Announcements

                                     (a)    No announcement or circular in connection with the subject matter
                                            of this Agreement shall be made:

                                            (i)    by or on behalf of the Purchaser without the prior approval
                                                   of the Treasurer (such approval not to be unreasonably
                                                   withheld or delayed); or


Sale Agreement – Printlinx Pty Ltd                          10.12.07                                       28
                                            (ii)   by or on behalf of PAT or the Treasurer without the prior
                                                   approval of the Purchaser, such approval not to be
                                                   unreasonably withheld or delayed,

                                            provided that such approval will not be required in respect of any
                                            announcement or circular required by law, or by the Official
                                            Listing Rules of Australian Stock Exchange Limited if the
                                            Purchaser has consulted with the Treasurer prior to and in respect
                                            of that announcement or circular.

                                     (b)    Notwithstanding clause 17.2(a) the Treasurer may make an
                                            announcement or provide information to the Parliament of
                                            Tasmania in connection with the subject matter of this Agreement
                                            to fulfil all or any Parliamentary obligations or duties.

                              17.3   Amendments

                                     This Agreement may only be varied or replaced by a document in writing
                                     duly executed by the parties.

                              17.4   Waiver and Exercise of Rights

                                     (a)    A single or partial exercise or waiver of a right relating to this
                                            Agreement will not prevent any other exercise of that right or the
                                            exercise of any other right; and

                                     (b)    A party will not be liable for any loss, cost or expense of any other
                                            party caused or contributed to by the waiver, exercise, attempted
                                            exercise, failure to exercise or delay in the exercise of a right.

                              17.5   Rights Cumulative

                                     Subject to any express provision in this Agreement to the contrary, the
                                     rights of a party under this Agreement are cumulative and are in addition
                                     to any other rights of that party.

                              17.6   Assignment

                                     The Purchaser and the Guarantors shall not assign any of their rights under
                                     this Agreement without the prior written consent of the Treasurer.

                              17.7   Further Assurances

                                     (a)    Each party shall promptly execute all documents and do all things
                                            that any other party from time to time reasonably requires of it to
                                            effect, perfect or complete the provisions of this Agreement and
                                            any transaction contemplated by it.

                                     (b)    For the purpose of fulfilling the obligations under this clause 17 the
                                            parties appoint the persons named in Schedule D as their liaison
                                            officers.




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                              17.8   Costs

                                     Whether or not any of the transactions contemplated by this Agreement are
                                     consummated, each party shall pay its own fees and expenses incidental to
                                     the negotiation, preparation and execution of this Agreement including the
                                     fees and disbursements of its lawyers and accountants.

                              17.9   Counterparts

                                     This Agreement may be executed in two or more counterparts and if so the
                                     counterparts taken together shall constitute one and the same instrument.

                              17.10 Approval and Consent

                                     Subject to any express provision in this Agreement to the contrary, a party
                                     may conditionally or unconditionally give or withhold any consent to be
                                     given under this Agreement and is not obliged to give its reasons for doing
                                     so.

                              17.11 Severance

                                     If any provision of this Agreement is void, voidable by any party or illegal,
                                     it will be read down so as to be valid and enforceable or, if it cannot be so
                                     read down, the provision (or where possible, the offending words) will be
                                     severed from this Agreement without thereby affecting the validity,
                                     legality or enforceability of the remaining provisions (or parts of those
                                     provisions) of this Agreement which will continue in full force and effect.

                              17.12 Non-Merger

                                     Notwithstanding the Completion or completion of any agreement which
                                     gives effect to any of the transactions or matters contemplated by this
                                     Agreement:

                                     (a)     all representations, warranties and undertakings given by a party
                                             under this Agreement; and

                                     (b)     all obligations of a party under this Agreement which are of a
                                             continuing nature or are not fully satisfied and discharged on
                                             Completion,

                                     will not merge on Completion or in any transfer but will continue and
                                     remain in full force and effect.

                              17.13 Governing Law and Jurisdiction

                                     (a)     This Agreement is governed by and is to be construed in
                                             accordance with the laws in force in the State of Tasmania; and

                                     (b)     Each party irrevocably and unconditionally submits to the non-
                                             exclusive jurisdiction of the courts of the State of Tasmania and any
                                             courts which have jurisdiction to hear appeals from any of those
                                             courts and waives any right to object to any proceedings being
                                             brought in those courts for any reason.

Sale Agreement – Printlinx Pty Ltd                           10.12.07                                       30
                              17.14 Confidentiality

                                     (a)    Despite any confidentiality or intellectual property right subsisting
                                            in this Agreement or a schedule, appendix, annexure or attachment
                                            to it, either party may publish all or any part of it without reference
                                            to the other after Completion.

                                     (b)    Nothing in this clause derogates from a party’s obligations under
                                            the Personal Information Protection Act 2004 (Tas) or the Privacy
                                            Act 1988 (Cwlth).

                              17.15 Conditions Precedent to Completion

                                     (a)    Completion of this Agreement will be subject to the following
                                            conditions precedent having been fulfilled or, if not fulfilled,
                                            waived, namely:

                                            (i)     the Purchaser making an offer of employment in
                                                    accordance with clause 12.1 for 46 Transferring
                                                    Employees;

                                            (ii)    that the financial result for the Purchaser as at the end of
                                                    the year ending 30 June 2007 is at least equal to that as at
                                                    the end of March 2007, namely $547,589.00 (net profit
                                                    before tax);

                                            (iii)   the Purchaser providing to the Crown unaudited financial
                                                    statements for year ending 30 June 2007 prepared by
                                                    Pitcher Partners, Melbourne including signed complication
                                                    reports from Pitcher Partners and signed Directors
                                                    declarations.

                                     (b)    The condition precedent in clause 17.15(a) is for the Treasurer’s
                                            exclusive benefit and may only be waived by the Treasurer by
                                            notice in writing to the Purchaser at any time.

                                     (c)    If conditions precedent 17.15(a)(ii) and (iii) are not satisfied (or
                                            waived by 5pm on the 18th December 2007 or such other date as
                                            agreed by the parties) then the Crown may terminate this
                                            Agreement by giving written notice to the Purchaser.

                              18     Notices
                              18.1   General

                                     All notices, requests, demands, certifications, and other communications
                                     relating to this Agreement shall be in writing and shall be deemed to have
                                     been duly given if delivered in person or sent by facsimile to the party
                                     concerned at its address as follows:


                                     The Crown:            The Secretary


Sale Agreement – Printlinx Pty Ltd                           10.12.07                                        31
                                                           Department of Treasury and Finance
                                                           Franklin Square
                                                           Hobart      Tas   7000
                                                           Telephone: (03) 6233 3407
                                                           Facsimile: (03) 6223 2755


                                     The Purchaser:        Printlinx Pty. Ltd.
                                                           706 Lorimer Street
                                                           Port Melbourne Vic          3207
                                                           Telephone: (03) 8290 0100
                                                           Facsimile: (03) 8290 0123


                                     PAT:                  Printing Authority of Tasmania
                                                           33 Innovation Drive
                                                           Dowsings Point        Tas   7010
                                                           Telephone:        (03) 6233 3168
                                                           Facsimile:        (03) 6233 5151


                                     Guarantors:           Len David Todisco, Peter Todisco,
                                                           Michael Todisco, Frank Todisco
                                                           c/- 706 Lorimer Street
                                                           Port Melbourne Vic 3207
                                                           Telephone:        (03) 8290 0100
                                                           Facsimile:        (03) 8290 0123
                                     Each party may from time to time change in writing its particulars for
                                     service by notice to each other party.

                              18.2   Method of Service

                                     A notice sent by facsimile (provided the sending facsimile machine
                                     produces a printout of the time, date and uninterrupted transmission record
                                     of the sending of the notice and the original of the notice is despatched
                                     immediately by properly prepaid post) shall be deemed served
                                     immediately upon Completion of sending if such Completion is within
                                     business hours in the place where the addressee's facsimile machine is
                                     located, but if not, then at 9.00am on the next following Business Day in
                                     such place.




Sale Agreement – Printlinx Pty Ltd                          10.12.07                                      32
                              18.3   Notice by Facsimile

                                     A notice sent by facsimile shall be deemed given in the form transmitted
                                     unless the message is not fully received in a legible form and the addressee
                                     immediately notifies the sender of that fact.

                              19     Resolution of disputes
                              19.1   Dispute

                                     If a dispute arises between the parties under this Agreement (except in the
                                     case of action required to be taken under statute) the parties undertake in
                                     good faith to use all reasonable endeavours to resolve the dispute between
                                     them by negotiation.

                              19.2   Procedure where parties cannot resolve dispute

                                     If one party has given a written notice of a dispute to the other party and
                                     the parties are unable to resolve the dispute by means of meeting or
                                     meetings held between them within twenty Business Days after receipt of
                                     the notice, then the dispute must be submitted for resolution under the
                                     following sub-clauses.

                              19.3   Referral for resolution

                                     The matter in dispute must be referred for resolution by a person of
                                     appropriate qualifications and experience agreed between them. In the
                                     absence of agreement the matter in dispute must be determined under the
                                     provisions of the Commercial Arbitration Act 1986.

                              19.4   Decision is final

                                     The arbitrator’s or independent expert’s decision, including any decision
                                     as to an expense arising from the dispute, is final and binding on the
                                     parties.

                              19.5   Party to commence legal proceedings

                                     Except to enforce this clause, or to seek an urgent interim determination, a
                                     party must not commence or maintain an action by way of legal
                                     proceedings relating to the dispute until it has been dealt with as provided
                                     in this clause.




                              Executed as an Agreement.




Sale Agreement – Printlinx Pty Ltd                           10.12.07                                      33
                              Signing page

                              Dated:                                                                  14 December 2007


                              Signed Sealed and Delivered for                   )
                              and on behalf of The Crown in                     )
                              Right of Tasmania by Michael                      )
                              Anthony Aird being and as the                     )   [Signed M A Aird]
                              Treasurer in the presence of:                     )    ...................................................


                              [Signed D J Inglis]
                              Signature of witness
                              Derek John Inglis
                              Name of witness (block letters)
                              Department of Treasury and
                              Finance.......................................
                              Address of witness
                              Economist...................................
                              Occupation




                              The Common Seal of Printing                       )
                              Authority of Tasmania (ABN 94                     )   [Signed T Matthews]
                              425 043 729) fixed in the presence                )
                              of:                                               )   Tracy Matthews

                                                                                    [Signed P Kay]............................
                              [Signed G Duffield] .....................             Signature
                              Signature
                                                                                    Peter Kay....................................
                              Garry Duffield .............................          (Print full name)
                              (Print full name)




                              The Common Seal of Printlinx                      )
                              Pty. Ltd. (ACN 084 735 919) fixed                 )   [Signed M Todisco]
                              in the presence of:                               )
                                                                                )   Michael Todisco

                              [Signed F Todisco]......................
                              Director/Secretary

                              Frank Todisco .............................
                              (Print full name)




Sale Agreement – Printlinx Pty Ltd                                   10.12.07                                                34
                              Signed Sealed and Delivered by              )
                              Les David Todisco fixed in the              )
                              presence of:                                )
                                                                          )

                              [Signed F C Skraba] ...................         [Signed L D Todisco] ..................
                              Signature                                       Signature

                              Florian Cvetko Skraba ................          Len David Todisco ......................
                              (Print full name)                               (Print full name)




                              Signed Sealed and Delivered by              )
                              Peter Todisco fixed in the                  )
                              presence of:                                )
                                                                          )

                              [Signed F C Skraba] ...................         [Signed P Todisco] .....................
                              Signature                                       Signature

                              Florian Cvetko Skraba ................          Peter Todisco .............................
                              (Print full name)                               (Print full name)




                              Signed Sealed and Delivered by              )
                              Michael Todisco fixed in the                )
                              presence of:                                )
                                                                          )

                              [Signed F C Skraba] ...................         [Signed M Todisco].....................
                              Signature                                       Signature

                              Florian Cvetko Skraba ................          Michael Todisco .........................
                              (Print full name)                               (Print full name)




                              Signed Sealed and Delivered by              )
                              Frank Todisco fixed in the                  )
                              presence of:                                )
                                                                          )

                              [Signed F C Skraba] ...................         [Signed F Todisco] .....................
                              Signature                                       Signature

                              Florian Cvetko Skraba ................          Frank Todisco.............................
                              (Print full name)                               (Print full name)




Sale Agreement – Printlinx Pty Ltd                             10.12.07                                         35
                              Schedule A


                              Property Leases

                              1.     Lease dated the 5th September 2005 between Tasmania Development and
                                     Resources       and      Printing     Authority    of     Tasmania.

                              2.     Lease between Gammp Investments Pty. Ltd. (ACN 111 925 181) as
                                     trustee for Gammp Investment Trust and Printing Authority of Tasmania
                                     commencing 1st September 2005 and all amendments thereto.




Sale Agreement – Printlinx Pty Ltd                        10.12.07                                  36
                              Schedule B


                              Leased Plant and Equipment



                              The equipment described in the Rental and Support Service Agreement between
                              PAT and Fuji Xerox Australia Pty. Ltd. dated 15 August 2006 namely:
                                    DT 6135
                                    DOCUSPS
                                    EPS 4110 PF
                                    DC 250 DSP
                                    DOCOCOLOUR 7000
                                    DOCUSP 7000
                                    DIRECT STD
                                    ZPF TO 6135
                                    VIPP TO 4110
                                    IWAY PROFESSIONAL
                                    FREE FLOW WORKSTATIONS AND LICENCE (2)
                                    ENHANCED HC STACKER




Sale Agreement – Printlinx Pty Ltd                         10.12.07                                   37
                              Schedule C


                              Warranties

                              Authority
                              1.     Subject to the Sale Act the Treasurer has the power and authority to sell
                                     the Acquired Business.


                              Conduct of Acquired Business
                              2.     PAT is a body corporate established by the Printing Authority of Tasmania
                                     Act 1994 and the Government Business Enterprises Act 1995 and has
                                     conducted and operated the Acquired Business.


                              Ownership
                              3.     PAT has or will at the Completion Date have absolute title to the Acquired
                                     Business.


                              Pending litigation
                              4.     To the best knowledge and belief of the Treasurer there is no litigation
                                     (other than disclosed to the Purchaser in writing) pending, threatened or
                                     commenced in respect of the business of PAT or any of the assets to be
                                     acquired by the Purchaser.


                              Financial Statements
                              5.     The Financial Statements:
                                     (a)    present a true and fair view of the assets and liabilities of the
                                            Acquired Business as at the date thereof; and
                                     (b)    have been prepared on a consistent basis and in accordance with all
                                            applicable accounting standards and relevant statutory
                                            requirements.
                                     For the purposes of this clause 5 “Financial Statements” means the audited
                                     Statement of Financial Performance, Statement of Financial Position and
                                     Statement of Cash Flows including the notes attached to each Statement
                                     and made available to the Purchaser in the Data Room.


                              Plant and Equipment
                              6.     (a)    To the best knowledge and belief of the Treasurer the Plant and
                                            Equipment constitutes all items of plant and equipment used in the



Sale Agreement – Printlinx Pty Ltd                           10.12.07                                           38
                                            Acquired Business and all items which are reasonably necessary
                                            for the continuing conduct of the Acquired Business.
                                     (b)    The Plant and Equipment, except for the Plant and Equipment
                                            notified in writing by the Treasurer to the Purchaser, will be in
                                            good working order (normal wear and tear excepted) as at the
                                            Completion Date.


                              Licences and Authorisations
                              7.     PAT holds all necessary licences and authorisations currently required for
                                     their conduct of the Acquired Business.


                              Notices and Orders
                              8.     Neither the Treasurer nor PAT has received or is aware of there being any
                                     unsatisfied notices or orders or requirements of Local Government or other
                                     Statutory Authority effecting the Property of the Acquired Business.




Sale Agreement – Printlinx Pty Ltd                          10.12.07                                        39
                              Schedule D


                              Liaison Officers



                              Treasurer:    Derek Inglis, Department of Treasury and Finance, 21 Murray
                                            Street, Hobart, Tasmania


                              Purchaser:    Printlinx Pty. Ltd., 706 Loriner Street, Port Melbourne, Victoria


                              Guarantors:   Len David Todisco, Peter Todisco, Michael Todisco, Frank
                                            Todisco21 Glenwood Avenue, Beaumaris, Victoria


                              PAT:          Garry Duffield, 33 Innovation Drive, Dowsings Point, Tasmania




Sale Agreement – Printlinx Pty Ltd                          10.12.07                                       40
                              Schedule E


                              Pageset Pty. Ltd.’s assets

                              The following assets are the property of Pageset Pty. Ltd. and all are located in the
                              Pre-press room at the PAT premises at the Technopark:
                                    1 x Heidelberg Trendsetter plate maker
                                    1 x Kodak Plate line and processor
                                    1 x Atlas Copco compressor and air tank
                                    1 x Compaq Server ML 370 + monitor
                                    1 x Compaq Pro Workstation + monitor
                                    2 x HP Compaq Pro Workstations + monitors
                                    2 x Dell Pro Workstations + monitors
                                    1 x HP 5100 Laserjet laser printer
                                    1 x Linotype Hell Scanner S3300
                                    1 x Epson Stylus Pro 9600
                                    1 x Epson Stylus Pro 9000
                                    2 x Macintosh G5 computers and monitors
                                    2 x Macintosh G4 computers and monitors
                                    1 x Hp Ethernet hub
                                    1 x Link system router
                                    Imation Laminating machine
                                    4 rack pallet shelving
                                    1 x Urn
                                    1 x Fax machine
                                    1 x Westinghouse bar fridge
                                    1 x Roller cutter
                                    1 x Telstra walk around telephone
                                    1 x grey precision 3-draw filing cabinet
                                    Quantity of office furniture




Sale Agreement – Printlinx Pty Ltd                            10.12.07                                       41
                              Schedule F



                                     Printing Authority of Tasmania

                                       Offer Price Proforma
        Bidders should c omplete the Offer Pric e Proforma below when submitting their bid:

                                                                                $                  $
                   Purchase Price Comprises Sum of:                                       a

                   Goodwill, contracts, intellectual property &                                   500,000
                   property leases

                   Plant & Equipment including motor vehicles (Plant                            1,500,000
                   & Equipment is free from all encumbrances)

                   Working capital and obligations at 30 June 2007                            ($1,004,846)

                   Bid Price (before working capital and obligations                      $       995,154
                   adjustment)

                   Working capital & obligation adjustment
                     Working c apital and obligation at c ompletion            TBD
                     Less working c apital & obligation at 30 June 2007    ($1,004,846)
                    Working capital & obligation adjustment                                      TBD


                   Total Purchase Price                                                   $      TBD




                   Payment Terms:

                   Deposit on exec ution of c ontrac t 10% of bid pric e                           99,515
                   (before working c apital and obligation adjustment)

                   Completion – balanc e of bid pric e (before working                            895,639
                   c apital & obligation adjustment)

                   Bid Price (before working capital and obligations                      $       995,154
                   adjustment)

                   Working capital & obligation adjustment –                                     TBD
                   40 days after completion

                   Total Purchase Price                                                   $      TBD

        TBD = to be determined on completion


Sale Agreement – Printlinx Pty Ltd                       10.12.07                                      42
                                                         Printing Authority of Tasmania

                                     Working Capital & Obligation Statement at 30 June 2007

                                                                                                                    Working
                                                          Balance                                                   Capital &
                                                           Sheet                 Details       Excluded            Obligations
                                                           $'000                   $               $                    $
                       Assets
                       Cash                               $1,468                $1,467,557     ($1,467,557)                 $0
                       Work in progress                                           $169,000                            $169,000
                       Stock on hand                       $299                   $130,632                            $130,632
                       Payments received in advance                               $116,910                            $116,910
                       Trade debtors                                              $516,839        ($77,526)           $439,313
                       Less prov doubtful debts            $538                   ($96,055)        $96,055                  $0
                       Income tax equivalent                                       $53,277        ($53,277)                 $0
                       Prepayment                          $101                    $48,000                             $48,000
                       Total current assets               $2,406               $2,406,160     ($1,502,305)           $903,855

                       Non current assets
                       Property plant & equipment         $1,846                $1,846,035     ($1,846,035)                 $0
                       Deferred tax                        $242                   $242,051       ($242,051)                 $0
                       Total non current assets           $2,088               $2,088,086     ($2,088,086)                  $0

                       Total assets                       $4,494               $4,494,246     ($3,590,391)           $903,855


                       Liabilities
                       Accrued expenses                                           $197,567                            $197,567
                       Trade creditors                                            $449,140                            $449,140
                       GST                                                        $100,394                            $100,394
                       PAYG tax                                                    $39,446                             $39,446
                       Royalty due to Treasury             $901                   $115,032                            $115,032
                       Advance subscriptions                                      $235,581                            $235,581
                       Revenue in advance                  $353                   $116,910                            $116,910
                       Current tax equivalent               $8                      $7,812         ($7,812)                 $0
                       Annual leave provision                                     $220,000                            $220,000
                       Provision for LSL - current         $543                   $322,694                            $322,694
                       Total current liabilities          $1,805               $1,804,576         ($7,812)         $1,796,764

                       Provision for LSL - non current    $112                   $111,937                             $111,937
                       Deferred income tax                 $54                    $53,844         ($53,844)                 $0
                       Total non current liabilities      $166                  $165,781         ($53,844)           $111,937

                       Total liablities                   $1,971               $1,970,357        ($61,656)         $1,908,701

                       Working capital & obligations      $2,523               $2,523,889     ($3,528,735)         ($1,004,846)




Sale Agreement – Printlinx Pty Ltd                                  10.12.07                                  43
                                                         Printing Authority of Tasmania

                                          Working Capital & Obligation Statement at Completion


                                                                                                          Working
                                                          Balance                                         Capital &
                                                           Sheet               Details   Excluded        Obligations
                                                           $'000                 $           $                $
                       Assets
                       Cash
                       Work in progress
                       Stock on hand
                       Payments received in advance
                       Trade debtors
                       Less prov doubtful debts
                       Income tax equivalent
                       Prepayment
                       Total current assets

                       Non current assets
                       Property plant & equipment
                       Deferred tax
                       Total non current assets

                       Total assets


                       Liabilities
                       Accrued expenses
                       Trade creditors
                       GST
                       PAYG tax
                       Royalty due to Treasury
                       Advance subscriptions
                       Revenue in advance
                       Current tax equivalent
                       Annual leave provision
                       Provision for LSL - current
                       Total current liabilities

                       Provision for LSL - non current
                       Deferred income tax
                       Total non current liabilities

                       Total liablities

                       Working capital & obligations




Sale Agreement – Printlinx Pty Ltd                                  10.12.07                        44
Sale and Purchase
Agreement

Dated                                       2007




The Crown in Right of Tasmania (“Crown”)

and

Printing Authority of Tasmania        (“PAT”)

and

Printlinx Pty. Ltd.             (“Purchaser”)

and

Les David Todisco, Peter Todisco, Michael
Todisco and Frank Todisco (“Guarantorss”)




The Crown Solicitor of Tasmania
GPO Box 825
Hobart 7001
Phone: (03) 6233 3409
Fax: (03) 6233 2874
Email: crown.solicitor@justice.tas.gov.au
Sale and Purchase Agreement
Contents




1     Interpretation ................................................................................. 3
1.1   Definitions........................................................................................ 3
1.2   Construction .................................................................................. 10
1.3   Headings ....................................................................................... 11
1.4   References to Guarantors ............................................................. 11

2     Sale of the Acquired Business ................................................... 11
2.1   Sale of Acquired Business ............................................................ 11
2.2   Assumption of Liability ................................................................... 11
2.3   Creditors ........................................................................................ 11
2.4   Acknowledgement ......................................................................... 11

3     Purchase Price ............................................................................ 11
3.1   Purchase Price for the Acquired Business .................................... 11
3.2   Determination of Stock and Debtors .............................................. 11
3.3   Payment of Purchase Price ........................................................... 12
3.4   Purchase Price for Stock ............................................................... 12
3.5   Purchaser Price for Debtors .......................................................... 13
3.6   Interest .......................................................................................... 13
3.7   Manner of payment ....................................................................... 13
3.8   Apportionment ............................................................................... 13

4     Goods and Services Tax ............................................................. 13
4.1   Definition of GST ........................................................................... 13
4.2   Sale of the Acquired Business as going concern .......................... 13
4.3   Purchaser registered under GST Act ............................................ 14
4.4   Acquired Business to be conducted as a going concern until completion
      ...................................................................................................... 14
4.5   Consideration exclusive of GST .................................................... 14
4.6   Purchaser to pay any GST assessed ............................................ 14
4.7   Reimbursement and similar payments .......................................... 14
4.8   GST Payable ................................................................................. 14
4.9   Variation to GST payable .............................................................. 14

5     Completion................................................................................... 15
5.1   Place of Completion ...................................................................... 15
5.2   Action Required on Completion by the Treasurer .......................... 15
5.3   Cost of Assignment ....................................................................... 16
5.4   Action Required on Completion by the Purchaser ......................... 16
5.5   Interdependence of Obligations..................................................... 16
5.6      Risk and Property .......................................................................... 16
5.7      Material Adverse Change .............................................................. 16

6        Conduct of business pending completion ................................ 16
6.1      Business in the Ordinary Course ................................................... 16
6.2      Specific Restrictions ...................................................................... 17
6.3      Notification..................................................................................... 17

7        Warranties by the Treasurer ....................................................... 17
7.1      Warranties ..................................................................................... 17
7.2      Disclaimer...................................................................................... 17
7.3      Remedies ...................................................................................... 17
7.4      Survival of Warranties ................................................................... 18
7.5      Entitlement to Claim ...................................................................... 18
7.6      Time Limitations ............................................................................ 18
7.7      Monetary Limitations ..................................................................... 18
7.8      Satisfaction of Claims .................................................................... 19

8        Supply of information ................................................................. 19
8.1      Independent Assessment .............................................................. 19
8.2      No Responsibility for Information Disclosed .................................. 19
8.3      PAT Employees............................................................................. 20
8.4      No Knowledge ............................................................................... 20

9        Indemnities .................................................................................. 20
9.1      Indemnity by the Purchaser ........................................................... 20
9.2      Indemnity by the Treasurer............................................................ 20

10       Access to information and confidentiality ................................ 20
10.1     Access by the Purchaser ............................................................... 20
10.2     Retention of Records ..................................................................... 21
10.3     Access by Treasurer and PAT....................................................... 21
10.4     Accounting Assistance .................................................................. 21

11   Contracts ...................................................................................... 21
11.1 Intellectual Property Licences........................................................ 21
11.2 Other Contracts ............................................................................. 22

12       Employees ................................................................................... 22
12.1     Transferring Employees ................................................................ 22
12.2     Transferring Employees become employees of the Purchaser ..... 22
12.3     Employee Entitlements .................................................................. 23
12.4     Sale Act ......................................................................................... 23
12.5     Purchaser not to employ Excluded Employees ............................. 23

13       Guarantee and Indemnity ........................................................... 23
13.1     Guarantee ..................................................................................... 23
13.2     Survival ......................................................................................... 24
13.3     Continuing Guarantee ................................................................... 24
13.4     Right of Enforcement ..................................................................... 24
13.5     Reinstatement ............................................................................... 25
13.6     Warranties of the Guarantors ........................................................ 25
13.7     Acknowledgement ......................................................................... 25

14   PAT name ..................................................................................... 25
14.1 Undertaking ................................................................................... 25
14.2 Restricted Use ............................................................................... 26

15       Undertakings ............................................................................... 26

Guarantors guarantee and indemnity .................................................. 26
Guarantors Guarantee and Indemnity...................................................... 26
16.2 Survival ......................................................................................... 26
16.3 Continuing Guarantee ................................................................... 27
16.4 Right of Enforcement ..................................................................... 27
16.5 Reinstatement ............................................................................... 27
16.6 Warranties of the Guarantors ........................................................ 27
16.7 Acknowledgment ........................................................................... 28

17    Miscellaneous .............................................................................. 28
17.1 Entire Understanding ..................................................................... 28
17.2 Announcements ............................................................................ 28
17.3 Amendments ................................................................................. 29
17.4 Waiver and Exercise of Rights ...................................................... 29
17.5 Rights Cumulative ......................................................................... 29
17.6 Assignment.................................................................................... 29
17.7 Further Assurances ....................................................................... 29
17.8 Costs ............................................................................................. 30
17.9 Counterparts.................................................................................. 30
17.10Approval and Consent .................................................................... 30
17.11Severance ....................................................................................... 30
17.12Non-Merger ..................................................................................... 30
17.13Governing Law and Jurisdiction ...................................................... 30
17.14Confidentiality ................................................................................. 31
17.15Conditions Precedent to Completion ............................................... 31

18       Notices ......................................................................................... 31
18.1     General ......................................................................................... 31
18.2     Method of Service ......................................................................... 32
18.3     Notice by Facsimile ....................................................................... 33

19       Resolution of disputes ................................................................ 33
19.1     Dispute .......................................................................................... 33
19.2     Procedure where parties cannot resolve dispute........................... 33
19.3     Referral for resolution .................................................................... 33
19.4     Decision is final ............................................................................. 33
19.5     Party to commence legal proceedings .......................................... 33

Schedule A ............................................................................................. 36
Schedule B ............................................................................................. 37

Schedule C ............................................................................................. 38

Schedule D ............................................................................................. 40

Schedule E ............................................................................................. 41

Schedule F .............................................................................................. 42

				
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posted:7/13/2010
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