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									Licence Agreement


Monster Skate Park,
Grand Parade
Sydney Olympic Park




Sydney Olympic Park Authority
SOPA


 [                          ] Pty Ltd
Licensee




Monster Licence Agreement 280708.DOC 28/07/2008
                                                              Contents

REFERENCE SCHEDULE ...........................................................................................................1

1.           DEFINITIONS AND INTERPRETATION ......................................................................4
             1.1            Definitions ......................................................................................................4
             1.2            Interpretation..................................................................................................9
             1.3            Rules of interpretation..................................................................................10
             1.4            SOPA as an Authority..................................................................................10
             1.5            Exclusion of statutory provisions .................................................................10
2.           GRANT OF LICENCE .................................................................................................11
             2.1            Licence ........................................................................................................11
             2.2            Option of renewal.........................................................................................11
             2.3            Operating Hours ..........................................................................................12
             2.4            No partnership .............................................................................................12
             2.5            No interest conferred ...................................................................................12
3.           SPORTS HALLS.........................................................................................................12
             3.1            Licensee's use of Sports Halls.....................................................................12
             3.2            Sports Halls Operator ..................................................................................12
4.           ROYAL EASTER SHOW ............................................................................................12
             4.1            RES Period ..................................................................................................12
             4.2            RAS Participation Protocol ..........................................................................13
             4.3            Signs............................................................................................................13
             4.4            Access during Royal Easter Show...............................................................13
             4.5            No access ....................................................................................................13
             4.6            No extension of Term ..................................................................................13
5.           EVENTS ......................................................................................................................13
             5.1            Event precinct ..............................................................................................13
             5.2            Suspension for Event...................................................................................14
6.           FINANCIAL ARRANGEMENTS .................................................................................14
             6.1            Licence Fee .................................................................................................14
             6.2            Licence Fee adjustment and review ............................................................14
             6.3            Outgoings ....................................................................................................15
             6.4            Bank Guarantee...........................................................................................15
7.           MARKET REVIEW ......................................................................................................15
             7.1            SOPA's assessment ....................................................................................15
             7.2            New Rent .....................................................................................................16
             7.3            Appointment of Valuer .................................................................................16
             7.4            Determination of New Rent..........................................................................16
             7.5            Submissions ................................................................................................16
             7.6            Cost of Valuer ..............................................................................................16
             7.7            Interim payments .........................................................................................16
             7.8            Adjustments .................................................................................................17
8.           GST .............................................................................................................................17

9.           LICENSEE'S FIT OUT ................................................................................................17

10.          MANAGEMENT AND OPERATION OF THE PREMISES..........................................18
             10.1           Permitted Use ..............................................................................................18
             10.2           Management................................................................................................18
Monster Licence Agreement 280708.DOC 28/07/2008                                                                                                i
            10.3         No delegation...............................................................................................18
            10.4         Security........................................................................................................18
            10.5         Operation of the Premises ...........................................................................18
            10.6         Sale of Liquor...............................................................................................19
            10.7         Gaming ........................................................................................................19
            10.8         Future Bookings and other arrangements ...................................................19
            10.9         Car parking ..................................................................................................19
            10.10        Occupational Health and Safety ..................................................................19
            10.11        Child protection............................................................................................20
            10.12        Pesticide Use Notification Plan....................................................................20
            10.13        Infectious illness ..........................................................................................20
            10.14        Licensee's obligations..................................................................................20
            10.15        Prohibited acts .............................................................................................21
            10.16        Business, Marketing and Operational Plans ................................................21
            10.17        Brand protection ..........................................................................................22
            10.18        Licensee's employees..................................................................................22
            10.19        Accounts and records ..................................................................................22
            10.20        Annual audited accounts .............................................................................22
11.         MARKETING RIGHTS AND RESPONSIBILITIES .....................................................23
            11.1         Intellectual Property Rights ..........................................................................23
            11.2         Customer Database rights ...........................................................................23
            11.3         Logo use rights ............................................................................................23
            11.4         Licensee's marketing responsibilities...........................................................23
            11.5         SOPA marketing ..........................................................................................24
            11.6         Sponsorship.................................................................................................24
            11.7         Signage........................................................................................................25
            11.8         Promotion of Sydney Olympic Park .............................................................25
            11.9         Use of names "Olympic" and "Sydney Olympic Park" .................................25
12.         LIABILITIES AND INDEMNITIES ...............................................................................26
            12.1         Licensee's risk .............................................................................................26
            12.2         Release........................................................................................................26
13.         INSURANCES.............................................................................................................27
            13.1         Insurance during the Term...........................................................................27
            13.2         General requirements ..................................................................................27
            13.3         SOPA insurance ..........................................................................................28
14.         REPAIRS, MAINTENANCE, AND STRUCTURAL ALTERATIONS ..........................28
            14.1         Repair and maintenance of Premises..........................................................28
            14.2         Alterations or additions ................................................................................28
            14.3         Structural alterations....................................................................................28
15.         SOPA’S RIGHTS AND OBLIGATIONS......................................................................28
            15.1         Inspection and right of entry ........................................................................28
            15.2         Maintenance or repair by SOPA ..................................................................28
            15.3         Security patrols ............................................................................................29
16.         ASSIGNMENT AND TRANSFER ...............................................................................29
            16.1         Personal rights.............................................................................................29
            16.2         Transfer of rights..........................................................................................29
            16.3         Assignment ..................................................................................................30
17.         CONFIDENTIALITY AND PRESS RELEASES ..........................................................30
            17.1         Confidential information ...............................................................................30
            17.2         Press releases .............................................................................................30

Monster Licence Agreement 280708.DOC 28/07/2008                                                                                          ii
              17.3           Continuing obligation ...................................................................................30
18.           DEFAULT AND TERMINATION .................................................................................30
              18.1           Events of Default .........................................................................................30
              18.2           Rights upon Event of Default .......................................................................31
              18.3           Waiver..........................................................................................................31
              18.4           No prejudice.................................................................................................31
19.           RIGHTS ON EXPIRY ..................................................................................................31
              19.1           Removal of Fixtures and Fittings .................................................................31
              19.2           Licensee may hold over ...............................................................................32
20.           RELOCATION.............................................................................................................32
              20.1           Notice of Relocation.....................................................................................32
              20.2           Terms of Relocation.....................................................................................32
              20.3           Licensee's acceptance of Relocation...........................................................32
21.           EXPENSES AND STAMP DUTIES.............................................................................33
              21.1           Expenses .....................................................................................................33
              21.2           Stamp duties................................................................................................33
22.           GOVERNING LAW .....................................................................................................33

23.           MISCELLANEOUS .....................................................................................................33
              23.1           Notices.........................................................................................................33
              23.2           Entire agreement .........................................................................................33
              23.3           Representations negatived ..........................................................................33
              23.4           Variation.......................................................................................................34
              23.5           Severability of provisions .............................................................................34
              23.6           Licensee's costs...........................................................................................34
              23.7           Counterparts ................................................................................................34
              23.8           Interest on overdue payments .....................................................................34
              23.9           Consents......................................................................................................34
              23.10          Severance....................................................................................................34
              23.11          No caveats...................................................................................................35
              23.12          Continuing indemnity ...................................................................................35
Execution ...................................................................................................................................36

Annexure 1.................................................................................................................................37
              Plan - Premises and Sports Halls................................................................................37
Annexure 2.................................................................................................................................39
              Licensee's Fit Out works..............................................................................................39
Annexure 3.................................................................................................................................40
              Intellectual Property.....................................................................................................40




Monster Licence Agreement 280708.DOC 28/07/2008                                                                                             iii
                                        REFERENCE SCHEDULE



 Item 1        Date                                              2008

 Item 2        Land                        F/I 16/1110035
                                            [subdivision pending – title of 'residue lot' will be
                                           amended by Commencement Date]

 Item 3        Premises                    The premises known as "Monster Skate Park", Grand
                                           Parade, Sydney Olympic Park erected on:

                                           (a) the Land, being Area A; and

                                           (b) part of F/I 1024/875723, being Area B

 Item 4        Term of Licence             3 years

 Item 5        Commencement Date           [16 November 2008]

 Item 6        Terminating Date            [15 November 2011]

 Item 7        Further Term
               (clause 2.2)
               (a) First Further Term      Term:                           2 years

                                           Commencement Date:              [16 November 2011]

                                           Terminating Date:               [15 November 2013]

               (b) Second Further Term Term:                               2 years

                                           Commencement Date:              [16 November 2013]

                                           Terminating Date:               [15 November 2015]

 Item 8        Licence Fee (clause 6.1)    $                pa

 Item 9        Rent Commencement           The Commencement Date
               Date (clause 6.1)

 Item 10 Review Date (clause 6.2)

               (a) CPI Review Date         Each anniversary of the Commencement Date

               (b) Fixed Percentage Date   Not applicable

               (c) Market Review Date      The Commencement Date of each Further Term

 Item 11 Fixed Percentage                  Not applicable
         (clause 6.2)



Monster Licence Agreement                      28/07/2008                                           1
 Item 12 Permitted Use                   (a)       for Action Sports by athletes (including elite
         (clause 10.1)                             athletes) and the wider community including;

                                                   (i)      for holding competitive sporting events,
                                                            including of international, national, state
                                                            and regional standards;

                                                   (ii)     use as an Action Sports training centre;
                                                            and

                                                   (iii)    use as an Action Sports education
                                                            centre;

                                         (b)       for use as the Licensee’s office in Area A;

                                         (c)       for uses that encourage, promote and facilitate
                                                   the use and enjoyment of the Facility by
                                                   members of the public;

                                         (d)       for retail sales of approved merchandise, sports
                                                   products and repairs in Area A; and

                                         (e)       for uses incidental to the uses specified in
                                                   paragraphs (a), (b) and (c).

 Item 13 Core Operating Hours            10.00am - 10.00pm daily
         (clause 2.3)                    (subject to clauses 3, 4 and 5 )

 Item 14 Additional Operating            Subject to clauses 3, 4 and 5 , any period in addition to
         Hours                           the Core Operating Hours that SOPA authorises the
         (clauses 2.3)                   Licensee to operate the Premises.

 Item 15 Public Liability                $20,000,000.00
         Insurance (clause 13.1)

 Item 16 Bank Guarantee                  The greater of $30,000.00 GST inclusive at the
         (clause 6.4)                    Commencement Date or the aggregate of Licence Fee
                                         plus GST for a 6 month period

 Item 17 Address for Service of
         Notices (clause 23.1)

               SOPA
                            Address      7 Figtree Drive, Sydney Olympic Park, NSW 2127

                            Facsimile:   (02) 9714 7333

                            Attention:   General Manager, Commercial & Corporate

               Licensee
                            Address       [    ]

                            Facsimile:    [    ]

                            Attention:    [    ]



Monster Licence Agreement                      28/07/2008                                                 2
 Item 18 Parking Permits         Four
         (clause 10.9)

 Item 19 Intellectual Property   (a) Monster Logo
         Rights
         (clause 11.1)           (b) Registered Business Name

                                 (c) Website

                                 (d) Customer Database

                                 (e) SOPA Logo




Monster Licence Agreement            28/07/2008                 3
Licence Agreement made on the date stated in Item 1

Parties                     Sydney Olympic Park Authority ABN 68 010 941 405, a statutory body
                            constituted under the Sydney Olympic Park Authority Act 2001 (NSW)
                            of 7 Figtree Drive, Sydney Olympic Park NSW 2127                 (SOPA)

                             [             ] Pty Ltd ACN [         ]
                            of [ registered office address ] NSW [ postcode ]               (Licensee)



Recitals

A.       SOPA is the registered proprietor of the Land and the owner of the Premises and the
         Intellectual Property Rights.

B.       The Licensee has requested and SOPA has granted to the Licensee a licence to occupy
         the Premises for the Term.

C.       This Agreement sets out the rights and obligations of the parties in respect of the
         occupation of the Premises during the Term.

The parties agree

1.       DEFINITIONS AND INTERPRETATION

1.1      Definitions

         In this Agreement unless the context indicates a contrary intention:

         "Action Sports" means skateboarding, inline skate, freestyle BMX and any other activities
         agreed between the Licensee and SOPA under this Agreement.

         "Additional Operating Hours" means the periods outside the Core Operating Hours
         referred to in Item 14.

         "Approvals" means all approvals, authorisations, permits, consents, licences, exemptions
         and the like which are required to be issued by or obtained from any Authority in connection
         with the Premises or their operation or the performance by the Licensee of its obligations
         under this Agreement.

         "Area A" means the area of the Facility marked "A" on the Plan.

         "Area B" means the area of the Facility in part of the Sports Halls marked "B" on the Plan.

         "Authority" means any government department or agency, local government council,
         government or statutory authority, or any other body, which imposes a requirement or
         whose consent is required in connection with the performance by any person or any
         obligation under, or in connection with, this Agreement, the Premises or any areas in the
         immediate vicinity of the Premises.

         "Bank Guarantee" means a bank guarantee that:

         (a)       is issued by a bank or financial institution acceptable to SOPA;

         (b)       is irrevocable up until and including the date being six months after the expiry of the
                   Term, or the expiry of any extension or renewal of this Agreement; and




Monster Licence Agreement                         28/07/2008                                             4
         (c)       entitles SOPA to claim the amount stated in Item 16 at any time during the Term,
                   subject to the provisions of clause 6.4.

         "Brands" means Monster Skate Park or Sydney Olympic Park brands and Intellectual
         Property Rights relating to those brands.

         "Business" means the Licensee's Business conducted at the Premises.

         "Business Day" means a day on which banks are open for general business in Sydney
         excluding Saturdays, Sundays and New South Wales public holidays.

         "Business Plan" means a plan summarising the operational and financial objectives of the
         Business including detailed financial projections, forecasts of the Business' performance,
         detailed plans and budgets demonstrating how the objectives are to be realised, and
         including the Marketing Plan and the Operational Plan, as agreed between the parties and
         amended from time to time at SOPA's request.

         "Child Protection Legislation" means legislation or regulations including the Children and
         Young Persons (Care and Protection) Act 1998 (NSW) and the Commission for Children
         and Young People Act 1998 (NSW) that aims to reduce the risk of abuse of children and
         young people and increase the safety, welfare and wellbeing of children by measures
         including imposing checks and restrictions on child-related employment.

         "Child Protection Policy" means a policy that complies with the requirements of Child
         Protection Legislation including working with children checks and background checks, the
         completion of prohibited employment declarations and reporting requirements.

         "Commencement Date" means the date in Item 5.

         "Core Operating Hours" means the times specified in Item 13 that the Licensee may
         operate the Business or such other times as agreed between the parties.

         "CPI" means the Consumer Price Index (All Groups) for Sydney published from time to time
         by the Australian Bureau of Census and Statistics, or if there is any suspension or
         discontinuance of the publication of such consumer price index then until publication of the
         CPI is resumed, CPI will mean such other index reflecting fluctuations in the cost of living in
         Sydney, as determined by SOPA.

         "CPI Formula" means the amount calculated using the following formula:

                            A=    Bx D÷C
         where:

           A          =     revised Licence Fee payable for the relevant Operating Year
           B          =     Licence Fee payable during the Operating Year immediately prior to the
                            relevant Review Date
           C          =     CPI for the quarter ending immediately prior to the relevant Review Date
           D          =     CPI for the quarter ending immediately prior to:
                            (a)    the Commencement Date; or
                            (b)    where a review has previously taken place, the Review Date
                                   immediately preceding the relevant Review Date

         "CPI Review Date" means each of the dates (if any) stated in Item 10(a).

         "Customer Database" means the Facility customer database (including those created via
         the Website).


Monster Licence Agreement                       28/07/2008                                             5
         "Environmental Laws and Regulations" means all laws (including all licences, approvals,
         consents, permissions or permits issued under same), standards and codes of practice
         regulating or relating to the environment.

         "Event" means any event, conference or other function of whatever nature (including
         sporting or entertainment events and conferences) held at the Park at which attendances
         are expected by SOPA, acting reasonably, to exceed 200 people.

         "Event of Default" means any of the events set out or referred to in clause 18.1 as an
         "Event of Default".

         "Event of Insolvency" means where a party to this Agreement:

         (a)       ceases to carry on business;

         (b)       has a receiver or receiver and manager or administrator or provisional liquidator
                   appointed in relation to all or part of its assets, business or undertaking;

         (c)       has winding up proceedings commenced against it and which proceedings are not
                   discharged within 14 days of commencement;

         (d)       is wound up other than for the purposes of reconstruction or amalgamation; or

         (e)       becomes insolvent.

         "Event Plan" means a plan relating to the operation and management of the Facility for any
         event held at the Premises during the Term, detailing information and procedures for all
         operational and administrative matters relevant to the use of the Premises for the event.

         "Facility" means the Action Sports facility known as Monster Skate Park conducted at the
         Premises.

         "Fair Wear and Tear" means the deterioration that occurs over the Term with the
         reasonable use of the Premises by the Licensee and the ordinary operation of natural
         elements, even if the Premises receives reasonable care and maintenance.

         "First Further Term" means the term stated in Item 7(a).

         "Fit Out Works" means any fit out works (other than the Initial Fit Out Works) carried out by
         the Licensee from time to time at the Premises.

         "Fixtures and Fittings" means any of SOPA's fixtures and fittings furniture and furnishings
         plant and equipment (mechanical or otherwise) of whatever nature, installed or located at
         the Premises at the Commencement Date including the following items (or any replacement
         during the Term):

         (a)       plant and equipment;
         (b)       pavers;
         (c)       all forms of boundary and other fencing;
         (d)       ramps including the vertical ramp and mini ramp;
         (e)       street course ramps;
         (f)       light poles, light fittings and lights;
         (g)       retail fixtures and fittings;
         (h)       six 40 inch Samsung plasma TV’s;
         (i)       five X-Box 360 consoles and controllers;
         (j)       sound equipment; and
         (k)       portable toilets in Area A.

         "Further Licence" means a licence to occupy the Premises for the Further Term.

Monster Licence Agreement                         28/07/2008                                           6
         "Further Term" means the term referred to in clause 2.2 and stated in Item 7.

         "Gaming" means any form of gaming, gaming machine or amusement device that is
         regulated under the Gaming Machines Act 2001 (NSW) or its replacement, or related
         legislation and regulations.

         "Initial Fit Out Works" means the fit out works at the Premises described in Determination
         of [Exempt Development Proposal No            dated       ] by [Sydney Olympic Park
         Authority] / the works described in Annexure 2 carried out by the Licensee.

         "Insurances" means the policies of insurance referred to in clause 13.1.

         "Intellectual Property Rights" means any trademarks, designs, copyright, images or logos
         or any other intellectual property rights, including those set out in Item 19.

         "Interest Rate" means, in respect of any month:

         (a)       2% per annum; and

         (b)       the rate, expressed as an annual percentage, which is the average of the bid rates
                   shown at approximately 10:30am on page "BBSY" on the Reuters Monitor System
                   on the first day of that period for a term equal to that period. If SOPA is unable to
                   determine that rate or, in the opinion of SOPA, the rate becomes inappropriate,
                   unfair or incapable of application, the rate determined by SOPA to be an appropriate
                   equivalent rate.

         "Item" means an item in the Reference Schedule.

         "Licence Fee" means, in relation to an Operating Year, the annual fee stated in Item 8, as
         varied during the Term under clause 6.2.

         "Licensee's Fixtures and Fittings" means any of the Licensee's fixtures and fittings
         installed or located at the Premises during the Term and other articles on or at the
         Premises which are not SOPA's Fixtures and Fittings, including the Licensee's Fit Out
         Works.

         "Liquor" has the same meaning as defined in the Liquor Act 2007 (NSW).

         "Liquor Licence" has the same meaning as a "licence" under the Liquor Act 2007 (NSW).

         "Marketing Plan" means that part of the Licensee's Business Plan detailing information
         and procedures for marketing the Facility, as referred to in clauses 11.4 and 11.5 and
         agreed between the parties and amended from time to time at SOPA's request.

         "Monster Logo" means registered trade marks:

         (a)       "monster skatepark " no 1066667 as shown in Annexure 3; and

         (b)       "monster at sydney olympic park" no 1084810 as shown in Annexure 3.

         "New Rent" means the current annual market Licence Fee on the Market Review Date as
         determined under clause 7.

         "Operating Year" means each 12 month period during the Term, with the first period
         commencing on the Commencement Date and with each subsequent period commencing
         on the relevant anniversary of the Commencement Date.

         "Operational Plan" means that part of the Licensee's Business Plan relating to the
         operation and management of the Premises during the Term, detailing information and


Monster Licence Agreement                       28/07/2008                                             7
         procedures for all operational, administrative, fire and safety matters relevant to the use of
         the Premises on the terms of this Agreement and clause 10.16, as agreed between the
         parties and amended from time to time at SOPA's request.

         "Park" means Sydney Olympic Park.

         "Parking Permits" means the car park permits issued to the Licensee for use in one of the
         P6 series of car parks within the Park during normal business hours on Business Days, the
         number of which permits is set out in Item 18.

         "Permitted Use" means the use specified in Item 12.

         "Pesticide Use Notification Plan" means SOPA's plan (as a public Authority) that sets out
         how and when SOPA will give public notice of the proposed use of pesticides in any Public
         Place owned by SOPA or under its control, as prescribed under the Pesticides Regulation
         1995 (NSW).

         "Plan" means the plan of the Premises and the Sports Halls (Drawing number 066-P-P-
         0005.REV.A) attached to this Agreement as Annexure 1.

         "Premises" means the premises stated in Item 3 including the Fixtures and Fittings, or
         where the context so requires, any part of that premises.

         "Public Place" has the same meaning as "prescribed public place" under the Pesticides
         Regulation 1995 (NSW).

         "RAS" means the Royal Agricultural Society of New South Wales, a body constituted under
         the Agricultural Society of New South Wales incorporation Act 1869 (NSW).

         "RAS Participation Protocol" means the protocol agreed from time to time between the
         Licensee and RAS relating to activities in Area A for the days of the RES being the day to
         day operational arrangements including, but not restricted to, hours of operation, cleaning
         and waste management, access, noise, security, emergency evacuation, crowd
         management and a program of activities compatible with the RES.

         "Registered Business Name" means "Monster Skate Park" NSW BN98161183.

         "Relocate" means the Licensee's relocation of the Premises to the Relocated Site under
         the terms of clause 20.

         "Relocated Site" means the area referred to in the Relocation Notice as the relocation site.

         "Relocation Date" means the date in a Relocation Notice that the Licensee is requested to
         Relocate, being a period of not less than 12 months from the date of the Relocation Notice.

         "Relocation Notice" means a written notice from SOPA to the Licensee that SOPA
         requires the Licensee to Relocate from the Premises to the Relocated Site by the
         Relocation Date.

         "Rent Commencement Date" means the date stated in Item 9.

         "RES" means the Royal Easter Show generally a 14 day period organised by the RAS and
         held at the Sydney Showground and surrounds.

         "RES Period" means the period commencing at 7 am on the day which is [10] days prior to
         the first day of the RES and ending at 5 pm on the day which is [seven] days after the last
         day of the RES.

         "Review Date" means the date stated in Item 10.


Monster Licence Agreement                      28/07/2008                                                 8
         "Second Further Term" means the term stated in Item 7(b).

         "Services" means the services (such as water, drainage, gas, electricity, communications,
         fire fighting, air conditioning, lifts and escalators) running through or servicing the Premises
         and includes all plant, equipment, pipes, wires, cables, ducts and other conduits in
         connection with them.

         "Signage Policy" means the Guidelines for Outdoor Advertising Identification and
         Promotional Signage as at the Commencement Date and any replacement or variation of it
         by the Licensor acting reasonably (available on SOPA's website at
         http://www.sydneyolympicpark.com.au/corporate/publications).


         "SOPA Act" means the Sydney Olympic Park Authority Act 2001 (NSW).

         "SOPA Logo" means registered trade mark 919536, as shown in Annexure 3.

         "SOPA's Notice" means the notice referred to in clause 7.1.

         "Sports Halls" means Sydney Olympic Park Sports Halls, Grand Parade, Sydney Olympic
         Park, as shown on the Plan.

         "Sports Halls Operator" means, at the Commencement Date, Sydney Olympic Park
         Sports Centre Trust constituted under the State Sports Centre Trust Act 1984 (NSW), or
         other operator for the Sports Halls appointed by SOPA from time to time or SOPA if no
         operator is appointed.

         "Sydney Olympic Park" has the same meaning as in the SOPA Act.

         "Term" means the term stated in Item 4 starting on the Commencement Date and ending
         on the Terminating Date.

         "Terminating Date" means the date stated in Item 6, unless otherwise terminated under
         this Agreement.

         "Valuer" means a registered valuer having not less than 5 years’ experience and at the
         time of appointment is actively engaged in valuing similar premises.

         "Website" means the Facility website, at the Commencement Date being
         http://www.monsterpark.com.au .

1.2      Interpretation

         In the Agreement unless the context otherwise requires:

         (a)       the expression "person" includes an individual, a body politic, a corporation and a
                   statutory or other authority or association (incorporated or unincorporated);

         (b)       the expressions "including", "includes", and "include" have the meaning as if
                   followed by "without limitation";

         (c)       a reference to any party includes that party’s executors, administrators, successors,
                   and permitted substitutes and assigns, including any person taking by way of
                   novation;

         (d)       a reference to any Authority, institute, association or body is:

                   (i)      if that authority, institute, association or body is reconstituted, renamed or
                            replaced or if the powers or functions of that authority, institute, association
                            or body are transferred to another organisation, deemed to refer to the


Monster Licence Agreement                          28/07/2008                                                  9
                            reconstituted, renamed or replaced organisation or the organisation to which
                            the powers or functions are transferred, as the case may be; and

                   (ii)     if that authority, institute, association or body ceases to exist, deemed to
                            refer to the organisation as serves substantially the same purposes or
                            objects as that authority, institute, association or body;

         (e)       a reference to this Agreement or to any other deed, agreement, document or
                   instrument includes, respectively, this Agreement or such other deed, agreement,
                   document or instrument as amended, novated, supplemented, varied or replaced
                   from time to time;

         (f)       a reference to any legislation or to any section or provision of any legislation
                   includes any statutory modification or re-enactment of , or any statutory provision
                   substituted for, it and all ordinances, by-laws, regulations and other statutory
                   instruments issued under it;

         (g)       words importing the singular include the plural (and vice versa) and words denoting
                   a given gender include all other genders;

         (h)       headings are for convenience only and do not affect the interpretation of this
                   Agreement;

         (i)       a reference to a Clause, Reference Schedule, Schedule, Annexure or Exhibit is
                   a reference to a clause, reference schedule, schedule, annexure or exhibit of or to
                   this Agreement;

         (j)       a reference to this Agreement includes all Schedules, Annexures and Exhibits;

         (k)       where any word or phrase is given a defined meaning any other part of speech or
                   other grammatical form in respect of such word or phrase has a corresponding
                   meaning;

         (l)       where the day on or by which any sum is payable is a day other than a Business
                   Day such sum must be paid on the immediately subsequent Business Day;

         (m)       a reference to a month is a reference to a calendar month; and

         (n)       a reference to a monetary amount is a reference to that amount in Australian
                   currency.

1.3      Rules of interpretation

         In the interpretation of this Agreement, no rule of construction applies to the disadvantage
         of any party on the basis that the party put forward or drafted this Agreement or any
         provision in it.

1.4      SOPA as an Authority

         This Agreement will not in any way unlawfully restrict or otherwise unlawfully affect the
         unfettered discretion of SOPA to exercise any of its functions or powers, whether pursuant
         to the SOPA Act or any other law.

1.5      Exclusion of statutory provisions

         To the extent permitted by law, the provisions of any law operating or which may operate
         directly or indirectly:




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         (a)       to lessen or otherwise to vary or affect in favour of the Licensee any obligation
                   under this Agreement; or

         (b)       to delay or otherwise prevent or prejudicially affect the exercise of rights or
                   remedies conferred on SOPA by this Agreement,

         are negatived and excluded from this Agreement and the Licensee agrees to waive and
         abandon the benefit of any claim which the Licensee may now or at any time have under
         any such law.

2.       GRANT OF LICENCE
2.1      Licence

         SOPA grants an exclusive licence to the Licensee to occupy the Premises for the Term
         (subject to clauses 3, 4 and 5)) on the terms and conditions set out in this Agreement.

2.2      Option of renewal

         (a)         SOPA may consider granting an option to renew this Agreement for a Further
                     Term.

         (b)         To exercise this option, the Licensee must request SOPA to consider granting the
                     option for the Further Term by serving notice in writing on SOPA not more than
                     6 months and not less than 3 months before the Terminating Date. The receipt by
                     SOPA of a notice in writing under this clause 2.2(b) does not oblige SOPA to grant
                     the option, and SOPA will determine the matter at its absolute discretion.

         (c)         If SOPA notifies the Licensee that it wishes to offer the Licensee a licence for the
                     Further Term and the Licensee accepts that offer then the parties will, on or prior
                     to the Termination Date, but subject to clause 2.2(f), enter into a further agreement
                     on the terms set out in clause 2.2(e).

         (d)         SOPA's grant of the Further Term will not amount to a waiver by either party of any
                     breach by the other party or any covenant or obligation by and on the part of the
                     other party expressed or implied in this Agreement existing as at the date the
                     Further Term is granted.

         (e)         The agreement for the Further Term will be on the same terms and conditions as
                     this Agreement, except that:

                     (i)     the Commencement Date, Terminating Date and Term will be amended to
                             reflect the relevant details for the Further Term;

                     (ii)    the Licence Fee will be the fee applicable under clause 6.2(c) at the relevant
                             Review Date;

                     (iii)   for the First Further Term, the details in Item 7(b) of this Agreement will be
                             inserted as Item 7(a) and Item 7(b) will be deleted;

                     (iv)    for the Second Further Term, Item 7 will state "Not applicable"; and

                     (v)     this clause 2.2 will state "Intentionally deleted" for the Second Further Term.

         (f)         If immediately prior to the Termination Date, the Licensee is in material breach of
                     any of the covenants or other obligations on the part of the Licensee expressed or
                     implied in this Agreement, then, unless SOPA otherwise determines, the parties
                     will not enter into a further licence agreement and this Agreement will terminate on
                     the Termination Date.

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2.3      Operating Hours

         Subject to clauses 3, 4 and 5:

         (a)         the Licensee must operate the Business during the Core Operating Hours; and

         (b)         the Licensee may operate the Business during the Additional Operating Hours.

2.4      No partnership

         Nothing in this Agreement will be deemed to constitute, create, give effect to or otherwise
         recognise a joint venture, partnership or formal business entity of any kind and the rights
         and obligations of the parties are limited to those expressly provided in this Agreement.

2.5      No interest conferred

         This Agreement does not confer upon the Licensee any right of exclusive possession of the
         Premises. The Licensee agrees that the rights conferred on the Licensee by virtue of this
         Agreement are personal rights in contract only and do not create any tenancy or any estate
         or interest whatsoever in or over the Premises and the rights of the Licensee are of a
         contracted Licensee of the Premises only and do not comprise or include any other rights.

3.       SPORTS HALLS
3.1      Licensee's use of Sports Halls

         The Licensee acknowledges that:

         (a)       SOPA owns the Sports Halls and the land on which the Sports Halls are situated;

         (b)       SOPA has appointed the Sports Halls Operator to manage and operate the Sports
                   Halls;

         (c)       Area B of the Premises is contained within part of the Sports Halls;

         (d)       the Sports Halls Operator grants the use of Area B to the Licensee for the Term.

3.2      Sports Halls Operator

         The Licensee agrees to work with the Sports Halls Operator regarding arrangements for the
         use of Area B or other parts of the Sports Halls.

4.       ROYAL EASTER SHOW
4.1      RES Period

         The Licensee acknowledges and agrees that SOPA has advised the Licensee that within
         each RES Period during the Term:

         (a)       the RES will be located in areas surrounding the Premises;

         (b)       the Licensee must vacate Area B for use by the RAS for the RES;

         (c)       the RAS may require Area A for operation of the Facility by the Licensee as part of a
                   RES;

         (d)       the Licensee is responsible, at the Licensee's cost, for:

                   (i)      the bump out and reinstatement of Area B for each RES Period; and


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                   (ii)     removal and reinstatement of the portable toilets from Area A.

4.2      RAS Participation Protocol

         (a)       The Licensee agrees to negotiate in a constructive and cooperative manner with
                   RAS for arrangements during the RES Period, including entering into the RAS
                   Participation Protocol.

         (b)       The Licensee will provide SOPA with a copy of the RAS Participation Protocol if
                   requested by SOPA.

         (c)       The Licensee acknowledges that, if access to the Sports Halls toilets for the
                   Licensee's patrons is not practical during the period that clause 4.1(d)(ii) applies,
                   the Licensee will request RAS to include in the RAS Participation Protocol that RAS
                   hires installs maintains cleans and removes two portable toilets adjoining Area A, at
                   RAS' cost.

4.3      Signs

         (a)       During the RES, unless SOPA has first obtained the consent of the RAS, the
                   Licensee must not erect or permit any signs to be erected on the perimeter of the
                   Premises that promote a sponsor or a sponsor’s product or any other commercial
                   advertising or promotion.

         (b)       Clause 4.3(a) does not apply to:

                   (i)       the signage that identifies the name “Monster Skate Park”; and

                   (ii)      signs that promote a sponsor or a sponsors’ product, or any other
                             commercial advertising or promotion that is affixed prior to the RES, but in
                             such instances the Licensee will use its reasonable endeavours to limit or
                             obscure the visibility of such signage from the exterior of the Premises
                             during the RES.

4.4      Access during Royal Easter Show

         Subject to clause 4.5, SOPA will use its best endeavours to request RAS to provide an
         access route to the Premises for the general public during that part of the RES Period
         before and after the RES.

4.5      No access

         The Licensee acknowledges that there is no access to the Premises during the period that
         is two days before and two days after each RES.

4.6      No extension of Term

         The Term will not be extended as a result of the Licensee's vacation of Area B during any
         RES Period.

5.       EVENTS
5.1      Event precinct

         (a)       The Licensee acknowledges that numerous Events and other public activities are
                   held in the Park and at certain venues located within the Park which may, from time
                   to time, result in the Licensee and prospective customers of the Licensee having
                   restricted or varied access to certain areas of the Park, including the Premises and
                   public car parking areas.


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         (b)       SOPA will not be liable for any loss or damage the Licensee may suffer including,
                   but not limited to, special, indirect or consequential loss or damage of an economic
                   or other nature, arising from or caused or contributed to by any road closure or
                   change to pedestrian access during an Event.

5.2      Suspension for Event

         (a)       In addition to the provisions of clauses 3 and 4, SOPA may, but is not obliged to,
                   permit the Licensee to operate the Premises during Events.

         (b)       If, in the reasonable opinion of SOPA, the operation of this Agreement is likely to
                   prevent or interfere with the staging of an Event:

                   (i)      SOPA will give the Licensee at least 30 days notice of the Event;

                   (ii)     this Agreement will be suspended for the period notified by SOPA to the
                            Licensee in respect of the Event ("Suspension");

                   (iii)    the Licensee is not liable for the payment of the Licence Fee for the number
                            of days that a Suspension applies; and

                   (iv)     the Term will not be extended for any period of Suspension.

6.       FINANCIAL ARRANGEMENTS

6.1      Licence Fee

         (a)       Subject to clause 5.2(b)(iii), during the Term the Licensee will pay the Licence Fee
                   to SOPA as set out in this clause 6, without demand and without set-off, deduction
                   or counterclaim and by such method of payment as SOPA may direct in writing from
                   time to time.

         (b)       Subject to clause 6.2, the Licensee must pay the Licence Fee by equal monthly
                   instalments in advance, calculated from the first day of the first Operating Year
                   unless SOPA otherwise directs in writing.

         (c)       The first Licence Fee payment is due on the Rent Commencement Date and
                   subsequent payments are due on or before the 15th day of each month during the
                   Term.

6.2      Licence Fee adjustment and review

         The Licence Fee will be varied with effect from each Review Date to become the amount
         determined in accordance with this clause.

         (a)       CPI Review Date
                   If Item 10(a) contains a CPI Review Date then the Licence Fee payable on the CPI
                   Review Date will be the greater of.

                   (i)      the Licence Fee payable immediately preceding the CPI Review Date; and

                   (ii)     the CPI Formula.

         (b)       Fixed Percentage Review Date
                   If Item 10(b) contains a Fixed Percentage Review Date then the Licence Fee will be
                   increased on the relevant Fixed Percentage Review Date by the percentage in
                   Item 11.




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         (c)       Market Review Date
                   If Item 10(c) contains a Market Review Date then the Licence Fee will be reviewed
                   in accordance with clause 7.

6.3      Outgoings

         (a)       With the exception of the fees and charges outlined in clause 6.3(b), SOPA will pay
                   directly, or SOPA will reimburse the Licensee for payments made for all rates,
                   levies, taxes, charges, assessments, duties, impositions and fees payable now or in
                   the future to any Authority or the RAS in respect of the Premises and the Land,
                   which are attributable to the Term.

         (b)       The Licensee must pay:

                   (i)      all charges for those Services separately metered to, supplied to or
                            otherwise attributed to the Premises or on account of the use and
                            occupation of the Premises by the Licensee;

                   (ii)     all charges and impositions in respect of any telephone services connected
                            to the Premises; and

                   (iii)    any public utility or other Service connected to the Premises by the Licensee
                            on or after the Commencement Date.

6.4      Bank Guarantee

         (a)       On or before the date of this Agreement the Licensee must provide the Bank
                   Guarantee to SOPA.

         (b)       The Bank Guarantee is to be provided to SOPA to secure SOPA against any failure
                   of the Licensee to perform and observe the terms and conditions of this Agreement.

         (c)       If a failure described in clause 6.4(b) occurs, SOPA will be entitled without further
                   notice to the Licensee to immediately call upon the Bank Guarantee, wholly or in
                   part, and to apply any money paid under that Bank Guarantee to any loss or
                   damage sustained by or to SOPA arising from the relevant breach without prejudice
                   to SOPA's rights of reimbursement from the Licensee for any loss or damage
                   sustained and SOPA's rights to claim payment for any deficiencies.

         (d)       The Licensee will, on demand by SOPA and within 10 Business Days from the date
                   of the demand, provide SOPA with a replacement Bank Guarantee so that the
                   maximum amount which may be claimed under the Bank Guarantee is the amount
                   stated in Item 16, if:

                   (i)      the whole or part of the Bank Guarantee is appropriated by SOPA; or

                   (ii)     the amount recoverable under the Bank Guarantee is less than the amount
                            stated in Item 16 at any time.

7.       MARKET REVIEW
7.1      SOPA's assessment

         At any time before the next Market Review Date SOPA must give the Licensee a notice
         stating SOPA's assessment of the New Rent as at that Market Review Date ("SOPA's
         Notice").




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7.2      New Rent

         The New Rent from and including the relevant Market Review Date is the amount stated in
         SOPA's Notice unless, within one month after SOPA's Notice is given, the Licensee gives
         SOPA a notice disagreeing with the New Rent in SOPA's Notice ("Licensee's Notice").

7.3      Appointment of Valuer

         (a)       If the parties do not agree on the New Rent within one month after the Licensee's
                   Notice is given, then the New Rent must be decided by a Valuer who is appointed
                   by the parties.

         (b)       If the parties do not agree on who to appoint as a Valuer within six weeks after the
                   Licensee's Notice is given, either party may request the to nominate a Valuer for
                   appointment by the parties.

         (c)       Appointment of a Valuer under this clause 7.3 means that the Valuer accepts the
                   appointment in writing.

         (d)       The Valuer must act as an expert and not as an arbitrator and the Valuer's decision
                   is final and binding on the parties.

         (e)       The Valuer's determination must be in writing, contain detailed reasons for the
                   Valuer's determination and specify matters to which the Valuer had regard for the
                   purposes of making the determination.

7.4      Determination of New Rent

         The Valuer appointed under clause 7.3 must determine the New Rent that would
         reasonably be expected to be paid for the Premises, as between a willing lessor and a
         willing lessee in an arm’s length transaction (where the parties are each acting
         knowledgeably, prudently and without compulsion), determined on an effective rent basis,
         having regard to the following matters:

         (a)       the provisions of this Agreement;

         (b)       the Licence Fee that would reasonably be expected to be paid for the Premises if it
                   were unoccupied and offered for renting for the same or a substantially similar
                   Permitted Use to which the Premises may be put under this Agreement;

         (c)       the Licence Fee, less the outgoings payable by the Licensee;

         (d)       rent concessions and other benefits that are frequently or generally offered to
                   prospective lessees of unoccupied premises;

         (e)       excludes the value of goodwill created by the Licensee’s occupation or the value of
                   the Licensee’s Fixtures and Fittings.

7.5      Submissions

         SOPA and the Licensee may give written submissions to the Valuer to assist in the Valuer's
         consideration of the New Rent, and the Valuer must consider any such written submissions.

7.6      Cost of Valuer

         SOPA and the Licensee must pay the Valuer's costs in equal shares.

7.7      Interim payments

         Until the New Rent is agreed or decided under this clause 7, the Licensee must pay the

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         Licence Fee applicable immediately before the Market Review Date by equal monthly
         instalments, on account of the New Rent from the Market Review Date.

7.8      Adjustments

         On the first rent day after the New Rent is agreed or decided on under this clause 7, the
         Licensee must pay SOPA (or SOPA must credit the Licensee with) the difference between
         what the Licensee has paid on account of the Licence Fee for the period from and including
         the Market Review .

8.       GST
         (a)       If SOPA is or becomes liable to pay GST in connection with any supply made
                   pursuant to this Agreement (Affected Supply):

                   (i)      any amount which is required to be paid by the Licensee for the Affected
                            Supply under any other provision of this Agreement (Agreement Price) is
                            calculated to be exclusive of GST;

                   (ii)     SOPA may add to the Agreement Price of the Affected Supply an amount in
                            respect of that GST as calculated by SOPA, acting reasonably;

                   (iii)    SOPA will issue a tax invoice which enables the Licensee, if permitted by the
                            GST law, to claim a credit or refund of GST;

                   (iv)     the Licensee will pay the Agreement Price plus the calculated amount in
                            respect of GST; and

                   (v)      the increased amount or amounts will be payable in the same manner and at
                            the same time or times as the Agreement Price or Agreement Prices.

         (b)       SOPA agrees that, subject to this clause 8, if SOPA is entitled to be reimbursed by
                   the Licensee for an amount paid by SOPA to a third party, the amount reimbursed
                   by the Licensee will be the amount paid by SOPA to the third party less any
                   amounts in respect of GST included in any such payment in respect of which SOPA
                   is entitled to claim an input tax credit.

         (c)       Terms used in this clause 8 have the meanings used in the A New Tax System
                   (Goods and Services Tax) Act 1999 (Commonwealth), except that GST law includes
                   any applicable rulings issued by the Commissioner of Taxation.

9.       LICENSEE'S FIT OUT
         (a)       Except as permitted by this clause 9 or required by clause 14.1(b)(i) the Licensee
                   must not carry out any Fit Out Works, of any nature, at the Premises.

         (b)       The Licensee may carry out Fit Out Works, other than the works referred to in
                   clauses 14.2, at the Premises from time to time during the Term with the prior
                   written approval of SOPA and on such terms and conditions as SOPA may, in its
                   absolute discretion, require, including:

                   (i)      in accordance with the designs, drawings, plans and specifications provided
                            to SOPA by the Licensee;

                   (ii)     in a proper and workmanlike manner and with good and proper materials
                            that are fit for the intended purpose; and




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                   (iii)    in compliance with this Agreement, all laws, including but not limited to, all
                            Environmental Laws and Regulations, and all Approvals applicable to the
                            carrying out of those works.

         (c)       The Licensee must complete the Initial Fit Out Works prior to [insert relevant date]
                   and in accordance with the requirements of clause 9(b).

10.      MANAGEMENT AND OPERATION OF THE PREMISES
10.1     Permitted Use

         (a)       The Licensee must, at all times during the Term and in accordance with the terms
                   and conditions of this Agreement, use the Premises only for the Permitted Use on
                   an ongoing basis and for no other use or purpose.

         (b)       The Licensee must obtain SOPA’s prior written consent to change the Permitted
                   Use, which SOPA will determine at its absolute discretion.

         (c)       The Licensee acknowledges that the Permitted Use is not exclusive to the Licensee
                   and that SOPA may permit other persons to conduct in or around the Park such
                   businesses as SOPA thinks fit despite any such business being an operation similar
                   to the Business.

10.2     Management

         The Licensee must manage the Premises in a professional and cost effective manner,
         including being responsible for contractual arrangements and the collection of money
         relating to the use of and sale of goods at the Premises and the payment of all operating
         expenses and other outgoings relating to the Premises.

10.3     No delegation

         The Licensee must not delegate the management of the Premises to any persons not being
         a person in the employment of the Licensee without the prior written consent of SOPA.

10.4     Security

         The Licensee is responsible for security at the Premises during the Term, at its cost.

10.5     Operation of the Premises

         The Licensee must, at all times during the Term:

         (a)       operate the Premises in accordance with all laws and all requirements of any
                   Authority applicable to the Premises or the operation and management of the
                   Premises or relating to public health and safety;

         (b)       without limiting clause 10.5(a), obtain and maintain at all times during the Term all
                   Approvals required in respect of the operation and management of the Premises
                   and comply with all such Approvals.

         (c)       The Licensee acknowledges that this Agreement is with SOPA as "landlord" but that
                   SOPA may also act as the consent authority in relation to Approvals. The Licensee
                   must liaise separately with SOPA's Planning Division to obtain all such Approvals.




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10.6     Sale of Liquor

         (a)       The Licensee must not sell Liquor at the Premises without SOPA's prior written
                   consent. The determination of an application by the Licensee for the sale of Liquor
                   at the Premises will be at SOPA's absolute discretion.

         (b)       The Licensee must not object to or oppose the grant or issue of Liquor Licences, of
                   whatever nature, in the Park without prior written consent of SOPA.

10.7     Gaming

         The Licensee must not at any time during the Term conduct any form of Gaming at or from
         the Premises and must not permit any other person to conduct or participate in Gaming at
         or from the Premises, without the consent of SOPA.

10.8     Future Bookings and other arrangements

         The Licensee must not enter into any contract, agreement or other arrangement
         ("Contract") relating to the hire, operation or management of the Premises or in respect of
         the sale or other provision of any goods or services (of any nature) at the Premises, or any
         part of the Premises, which has a term extending beyond the Terminating Date unless:

         (a)       the Licensee provides SOPA with a copy of the proposed Contract and obtains
                   SOPA’s prior written consent to enter into such Contract; and

         (b)       the counterparty and the Licensee insert a provision in the Contract that all of the
                   rights and obligations of the Licensee pursuant to that Contract may be transferred
                   by the Licensee to any future operator or licensee of the Premises or to SOPA
                   without further consent from such counterparty.

10.9     Car parking

         (a)       The Licensee acknowledges that SOPA controls all public car parking spaces in the
                   Park during the Term and will manage those public car parking spaces in a manner
                   consistent with SOPA’s car parking policy as amended from time to time.

         (b)       SOPA will provide the Parking Permits to the Licensee free of charge for use by the
                   Licensee and its employees and agents only.

         (c)       SOPA's standard car park fees will apply to any additional car parking requirements,
                   including extended hours for the Parking Permits, or additional number of parking
                   permits.

         (d)       The Licensee its employees contractors agents and all persons authorised by it or
                   them will comply with the reasonable directions of SOPA in relation to the
                   movement and parking of vehicles in the Park.

10.10 Occupational Health and Safety

         (a)       Occupational Health and Safety Act 2000

                   Without limiting its obligations under any other provision of this Agreement, when
                   the Licensee is using and occupying the Premises it must comply with all applicable
                   occupational health and safety legislation, including the Occupational Heath and
                   Safety Act 2000 (NSW) and the regulations made under that Act which the Licensee
                   acknowledges it will fully and competently do at all times during the Term.




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         (b)       Licensee’s acknowledgement of SOPA’s reliance

                   The Licensee acknowledges that SOPA relies on the Licensee’s competency and
                   capability in meeting its obligations under clause 10.10(a) to put in place and control
                   safe systems of work and relevant procedures and that SOPA has no control over
                   the systems of work or procedures employed by the Licensee while it is using and
                   occupying the Premises or performing its obligations under this Agreement.

         (c)       Reports

                   During the Term or otherwise for so long as the Licensee may remain in possession
                   or occupation of the Premises, if requested by SOPA, the Licensee will at its own
                   expense provide SOPA with an external consultant’s report which certifies that the
                   Licensee has complied with its obligations under clause 10.10(a).

10.11 Child protection

         If the Licensee or its employees, contractors, agents or any other person engaged by the
         Licensee have contact with children and that contact is not directly supervised, the
         Licensee must establish and maintain a Child Protection Policy. The Licensee will advise
         SOPA of any allegation related to a Child Protection Policy as soon as possible after the
         allegation is made.

10.12 Pesticide Use Notification Plan

         (a)       The Licensee acknowledges that it is able to access the Pesticide Use Notification
                   Plan from SOPA's website.

         (b)       If the Licensee or its agents or contractors use pesticide in a Public Place within the
                   Centre, the Licensee must comply with the requirements of the Pesticide Use
                   Notification Plan, including the public notification requirements.

10.13 Infectious illness

         If an infectious illness or disease occurs in the Premises, or to any person using the
         Premises, the Licensee must promptly:

         (a)       notify the relevant Authorities which are required to be advised by law of that
                   occurrence;

         (b)       provide a copy of each notification referred to in clause 10.13(a) to SOPA; and

         (c)       fumigate and disinfect the Premises, as required by the relevant Authorities, and
                   comply with their other requirements in respect of the Premises.

10.14 Licensee's obligations

         In addition to other obligations under this Agreement the Licensee must (and where
         applicable must ensure that its employees and invitees):

         (a)       (standard of service): provide a superior service that meets the reasonable
                   requirements of SOPA;

         (b)       (notice or order): give SOPA a copy of any notice or order which may materially
                   affect SOPA or the Premises, or the use or occupation of the Premises, promptly
                   after the Licensee receives the notice or order;

         (c)       (restrictions easement and covenants): comply with the restrictions, easement
                   and covenants, if any, registered on the title to the Land;


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         (d)       (cleaning Premises): clean:

                   (i)      the floor and the interior of the Premises on each day the Premises is open
                            for business, as may be required for health and safety purposes;

                   (ii)     the surfaces of the windows in the Premises on each day the Premises is
                            open for business;

                   (iii)    the fittings, equipment and furnishings in the Premises as frequently as
                            required to maintain them in a clean condition;

         (e)       (regulations): comply with any general regulations imposed by SOPA from time to
                   time in respect of the Park;

         (f)       (emergency requirements): comply with the directions of SOPA in relation to
                   security and emergency control at the Premises and the Park; and

         (g)       (sound): ensure that the operation of any sound amplification equipment at the
                   Premises is maintained at a degree which does not exceed sound levels permitted
                   by law.

10.15 Prohibited acts

         In addition to other obligations under this Agreement the Licensee must not (and where
         applicable must ensure that its employees and invitees do not):

         (a)       (nuisance): operate the Business or do anything in or upon the Land or the
                   Premises which in the opinion of SOPA may become a nuisance, disturbance,
                   obstruction or cause of damage whether to SOPA or to other users of the Park or
                   passers by, nor use the Premises in any noxious, noisy or offensive manner;

         (b)       (no smoking): at any time during the Term, smoke any cigarettes or other tobacco
                   product at the Premises;

         (c)       (danger): do anything in or around the Premises which is dangerous and outside
                   the ordinary operation of the Business;

         (d)       (damage or accident): damage the Premises or the Park and must inform SOPA of
                   any material damage to, or significant accident in, the Premises as soon as the
                   Licensee becomes aware of it;

         (e)       (contamination or pollution): do anything to contaminate, pollute or increase
                   toxicity in the Premises or the Park or their environment; or

         (f)       (Authority consent or approval): object to any condition of a consent or approval
                   issued by an Authority which repeats or reinforces a restriction, right, reservation or
                   obligation under this Agreement.

10.16 Business, Marketing and Operational Plans

         (a)       On or before the Commencement Date the Licensee must provide SOPA with a
                   copy of the Business Plan, including the Marketing Plan and the Operational Plan.

         (b)       The Operational Plan must include (but is not limited to) details relating to the
                   following matters:

                   (i)      access to the Premises by the Licensee its employees and invitees,
                            including the procedure for deliveries to the Premises;



Monster Licence Agreement                         28/07/2008                                              21
                   (ii)     waste minimisation and management;

                   (iii)    procedures relating to damage to the Premises by the Licensee its officers,
                            employees, agents, contractor or invitees;

                   (iv)     procedures relating to notification of any major Incident involving injury to
                            any person or any loss or damage to any equipment occurring at the
                            Premises;

                   (v)      fire and safety matters;

                   (vi)     security and emergency evacuation procedures;

                   (vii)    risk management plan.

10.17 Brand protection

         (a)       The Licensee's operation of the Facility must meet SOPA's reasonable
                   requirements to protect SOPA's Brands.

         (b)       During the Term the parties will:

                   (i)      meet every six months to discuss the performance of the Facility and to
                            identify any aspects of the operation of the Facility that require action to
                            protect SOPA's Brands; and

                   (ii)     conduct an annual review of the performance and operation of the Facility.

         (c)       The Licensee's failure to perform its obligations under this clause 10.17 is an Event
                   of Default which may result in termination of this Agreement.

10.18 Licensee's employees

         (a)       The Licensee must ensure that the Licensee's employees or agents comply, as
                   appropriate, with the Licensee's obligations under this Agreement.

         (b)       The Licensee must maintain:

                   (i)      employees who are properly trained and, if necessary, accredited to perform
                            the Licensee’s obligations under this Agreement

                   (ii)     an appropriate number of experienced staff to enable a high level of
                            customer service to be provided and to reasonably service the public in an
                            appropriate and timely manner.

         (c)       The Licensee must comply with the minimum requirements of any awards or
                   enterprise agreements for its employees.

10.19 Accounts and records

         The Licensee must keep proper books of account and all other records relating to the
         Business, including details of all financial transactions relating to the use of the Facility and
         the income derived from such transactions.

10.20 Annual audited accounts

         (a)       The Licensee's accounts must be audited annually.




Monster Licence Agreement                          28/07/2008                                               22
         (b)       No later than 30 September in each Operating Year, the Licensee must give to
                   SOPA the audited accounts for the Business in the previous financial year where
                   any part or all of that financial year falls during the Term.

11.      MARKETING RIGHTS AND RESPONSIBILITIES

11.1     Intellectual Property Rights

         SOPA is the owner of the Intellectual Property Rights

11.2     Customer Database rights

         (a)       SOPA grants the Licensee a non-exclusive licence during the Term to use and gain
                   access to the Customer Database during the Term for the purpose of marketing the
                   Premises.

         (b)       The Licensee will provide SOPA with access to any database in its possession
                   during the Term to enable SOPA to assist in marketing the Premises or any of its
                   other products.

         (c)       On termination of this Agreement, the Licensee will provide SOPA with the most
                   current version of any customer databases in its possession.

11.3     Logo use rights

         SOPA grants to the Licensee a royalty free, non-exclusive licence during the Term to use
         the Monster Logo and the SOPA Logo, subject to the following terms and conditions:

         (a)       the Licensee must obtain prior written approval from SOPA for all applications and
                   uses of the Monster Logo in conjunction with the SOPA logo;

         (b)       unless SOPA otherwise agrees, the Licensee may use the SOPA Logo solely for
                   the promotion of the Premises;

         (c)       the SOPA Logo may only be used together with the Monster Logo, in such form
                   agreed between the parties, however each mark must be separated by a clear
                   delineation;

         (d)       the Licensee must ensure that its use of the Monster Logo is not likely to be
                   misleading or deceptive, or harm the reputation or name of SOPA or the goodwill in
                   the SOPA Logo;

         (e)       the Licensee must, on receipt of a notice from SOPA (acting reasonably) requesting
                   that it act or cease to act in a particular manner in connection with the Monster Logo
                   or SOPA Logo, immediately comply with the terms of such notice.

11.4     Licensee's marketing responsibilities

         (a)       The Licensee will be primarily responsible for marketing of the Premises during the
                   Term.

         (b)       The Licensee will consult with SOPA on all proposed marketing activities and
                   initiatives.

         (c)       The Licensee must carry out marketing activities during the Term, including (but not
                   limited to):

                   (i)      promoting the Website;



Monster Licence Agreement                       28/07/2008                                              23
                   (ii)     developing and delivering the Facility promotions to the target markets;

                   (iii)    using its best endeavors to attract events to the Facility;

                   (iv)     managing and leveraging the Customer Database;

                   (v)      developing and editing the content of the Website;

                   (vi)     developing products including “After School Series”, and “Ride with a Pro”;
                            and school holiday clinics; and

                   (vii)    assisting SOPA in its marketing the Facility product to schools and other
                            target customers.

         (d)       The Licensee must obtain SOPA’s prior written consent in relation to any significant
                   changes to the Website. This consent may be given or refused at SOPA's absolute
                   discretion.

         (e)       The Licensee will be responsible for the maintenance of the "web cam" and its
                   related services.

         (f)       The Licensee must not issue any media or other announcements or releases, public
                   statement or marketing or promotional material that compromises in any way the
                   Brands including inappropriate images or statements on the Website.

         (g)       All references to the Facility or the Premises by the Licensee or its employees or
                   agents will be to “Monster Skate Park at Sydney Olympic Park”. Reference to the
                   location may be shortened to “Monster at Sydney Olympic Park”.

11.5     SOPA marketing

         (a)       During the Term SOPA will endeavor to provide the Licensee with marketing
                   support, which may include the promotion of the Facility in SOPA’s leisure and
                   educational marketing programs.

         (b)       The extent of the support provided will be determined by SOPA at SOPA's absolute
                   discretion and should not be relied on by the Licensee to ensure the viability of the
                   Licensee's business.

         (c)       The parties will meet every six months during the Term to discuss the Licensee’s
                   Marketing Plan for the next six months and the support SOPA is able to provide for
                   that period.

11.6     Sponsorship

         (a)       The Licensee must obtain SOPA's prior written consent, which SOPA will not
                   unreasonably withhold, to all product advertising and promotional materials, signs,
                   banners, posters or activities displayed or to take place from time to time in the
                   Premises or which purport to grant naming rights in respect of the Premises
                   ("Sponsorship Agreement").

         (b)       If SOPA has entered into any Sponsorship Agreements prior to the Commencement
                   Date then SOPA will novate those Sponsorship Agreements to the Licensee after
                   the Commencement Date.

         (c)       The Licensee will receive any sponsorships fees payable under Sponsorship
                   Agreements during the Term and will meet all obligations in respect of any novated
                   Sponsorship Agreements under clause 11.6(b).



Monster Licence Agreement                          28/07/2008                                             24
11.7     Signage

         (a)       The Licensee must not erect or permit any signs to appear on or be visible from the
                   exterior of the Premises or any part of the Premises unless the Licensee obtains the
                   prior written approval of SOPA, which may be withheld or given on such terms and
                   conditions as SOPA, acting reasonably, determines.

         (b)       For the purposes of this clause 11.7, visible from the exterior of the Premises or any
                   part of the Premises means visible to a member of the public in the public domain
                   precinct of the Park in the vicinity of the Premises.

         (c)       The Licensee must, in erecting or allowing any other person to erect a permitted
                   sign at or on the Premises or any part of the Premises at any time during the Term
                   comply with all laws and the terms of any Approval relating to that sign or its
                   construction, including SOPA's Signage Policy.

11.8     Promotion of Sydney Olympic Park

         (a)       SOPA reserves the right to promote SOP, the venues and facilities within the Park
                   and any events or tours available within SOP, at and within the Premises by
                   displaying signage in the Premises, providing for the distribution of promotional
                   information and by such similar methods of promotions as may be determined from
                   time to time by SOPA acting reasonably ("Promotion").

         (b)       The parties agree to work together in good faith at all times during the Term to
                   facilitate the Promotion.

         (c)       SOPA (including its agents and contractors) is entitled to enter the Premises with
                   the consent of the Licensee, such consent not to be unreasonably withheld, with all
                   necessary materials and equipment at all reasonable times during the Term to:

                   (i)      erect and display signs at, within or on the Premises for any Promotion; and

                   (ii)     carry out other promotional activities relating to a Promotion.

         (d)       If a Promotion is likely to result in a negative operational and/or budget impact on
                   the Licensee, the parties will negotiate in good faith to minimise the negative impact.

         (e)       If SOPA instructs the Licensee to arrange any media or media promotion during the
                   Term, SOPA will reimburse the Licensee for the cost of those promotions.

11.9     Use of names "Olympic" and "Sydney Olympic Park"

         (a)       Prohibited use of name "Olympic"
                   The Licensee must not use the reference "Olympic" in any brochure, sign or
                   advertisement without the prior written approval of SOPA and the prior written
                   approval of the Australian Olympic Committee.

         (b)       Obligation to use name "Sydney Olympic Park"
                   (i)   The Licensee must use (and has the authority in terms of clause 11.9(a) to
                         use) the name "Sydney Olympic Park" (and must not use the name
                         "Homebush" or "Homebush Bay") in all references to the location and
                         address of the Premises, including in any brochures, advertising or
                         promotional material.

                   (ii)     The consent in clause 11.9(b)(i):

                            A.     may be, in the absolute and unfettered discretion of SOPA, withheld,
                                   given either conditionally or unconditionally or withdrawn at any time,


Monster Licence Agreement                         28/07/2008                                            25
                                   without the need to assign a reason for so doing, by giving the
                                   Licensee not less than seven days prior notice in writing;

                            B.     is personal to and can not be assigned or transferred by the Licensee
                                   to or used by any other person whatsoever without the prior written
                                   consent of SOPA; and

                            C.     will be automatically withdrawn when the Licensee ceases to be the
                                   Licensee of the Premises.

         (c)       SOPA not liable for loss
                   SOPA will not be liable for any loss or damage the Licensee may suffer including,
                   but not limited to, special, indirect or consequential loss or damage of an economic
                   or other nature, arising from or caused or contributed to by SOPA withholding,
                   delaying, imposing conditions upon or the withdrawal of the consent to the use of
                   the name “Sydney Olympic Park”.

12.      LIABILITIES AND INDEMNITIES
12.1     Licensee's risk

         The Licensee agrees:

         (a)       to occupy, use and keep the Premises during the Term at the Licensee's risk;

         (b)       that all property in or at the Premises will be at the Licensee's risk; and

         (c)       that the Licensee will take and be subject to the same responsibilities in regard to
                   damage or injury to persons and property and otherwise during the Term to which
                   the Licensee would be subject if the Licensee were the owner of the Premises;

12.2     Release

         The Licensee agrees:

         (a)       to release SOPA and its agents, contractors and employees from all liability for any
                   actions, claims, demands, losses, damages, costs and expenses arising from:

                   (i)      any fault in the construction or state of repair of the Premises;

                   (ii)     any use of the Premises;

                   (iii)    any defect in any services which may be available at or to the Premises; and

                   (iv)     the death or injury to any person and damage to, or loss of, any property
                            (including the Premises) which may be suffered or sustained in or upon the
                            Premises; and

         (b)       to indemnify SOPA and its agents, contractors and employees against all actions,
                   claims, demands, losses, damages, costs and expenses suffered or incurred in
                   relation to the Premises, or the use of the Premises, by any person, in respect of the
                   death or injury to any person and damage to, or loss of, any property which may be
                   suffered or sustained in or at the Premises;

         SOPA holds the benefit of the release and indemnity granted by the Licensee under this
         clause 12 for the benefit of each person referred to in clause 12 other than SOPA. SOPA
         may enforce this clause 12 for the benefit of any such person.




Monster Licence Agreement                         28/07/2008                                              26
13.      INSURANCES
13.1     Insurance during the Term

         During the Term, the Licensee must effect and maintain adequate insurance in respect of
         the Premises including the following:

         (a)       broadform public liability insurance in the amount stated in Item 15 for any one
                   claim or series of claims arising out of one event and in the aggregate for product
                   liability (if applicable), or such other amount as from time to time SOPA may, acting
                   reasonably, require covering all claims in respect of damage to real and personal
                   property and injury to, or death of, persons, arising out of or in connection with the
                   operation, use, repair or maintenance of the Premises;

         (b)       employers' liability and workers' compensation insurance; and

         (c)       any other insurance which SOPA, acting reasonably, requires.

13.2     General requirements

         (a)       All Insurances must:

                   (i)      be effected with insurers approved by SOPA, which approval may not be
                            unreasonably withheld;

                   (ii)     have SOPA named as an insured and note the interests of any other person
                            which SOPA may, acting reasonably, require;

                   (iii)    extend to protect the interests of SOPA for any vicarious liability arising out
                            of the Licensee's activities under this Agreement as provided in s48 of the
                            Insurance Contracts Act 1984 (Cth);

                   (iv)     be underwritten by an insurer approved by SOPA and authorised by the
                            Australia Prudential Regulation Authority (APRA) and/or carry a minimum
                            Standard and Poors rating of BBB+ or the equivalent rating by another
                            recognised rating agency;

                   (v)      show any excess or deductible amount on Insurance certificates;

                   (vi)     be on the terms required by this clause 13 and otherwise as approved by
                            SOPA; and

                   (vii)    in the case of the public liability insurance policy referred to in clause 13.1(a)
                            only, cover the parties respective liability to each other for loss or damage to
                            property or the death or injury to any person.

         (b)       The Licensee must give SOPA true copies of all policies, renewal certificates and
                   endorsement slips in respect of all Insurances:

                   (i)      on or prior to the date it executes this Agreement; and

                   (ii)     as soon as it receives them from the insurer and in any event at least
                            annually on and from the Commencement Date.

         (c)       The Licensee must use its best endeavours to have each policy of Insurance
                   endorsed to the effect that the insurer waives its right to avoid the policy or any
                   liability under the policy by reason of non-disclosure or inaccurate disclosure in the
                   proposal relating to that policy.



Monster Licence Agreement                          28/07/2008                                                 27
13.3     SOPA insurance

         (a)       During the Term SOPA will effect and maintain insurance over its property at the
                   Premises including, as appropriate, buildings, plant, fixtures and fittings.

         (b)       SOPA may satisfy its obligations under clause 13.3(a) by arranging self insurance
                   protection through the New South Wales Treasury Managed Fund.

14.      REPAIRS, MAINTENANCE, AND STRUCTURAL ALTERATIONS

14.1     Repair and maintenance of Premises

         (a)       SOPA owns the Fixtures and Fittings and any improvements made to the Fixtures
                   and Fittings during the Term.

         (b)       During the Term, the Licensee:

                   (i)      is responsible for repair and maintenance of, and keeping in good order and
                            condition, the Premises and all Fixtures and Fittings, including plant, fixtures,
                            fittings, fences and ramps; and

                   (ii)     must keep the Premises tidy and free from rubbish.

         (c)       The Licensee will attend promptly to maintenance and repair obligations which are
                   its responsibility under clause 14.1(b), and which are of an urgent nature and likely
                   to represent a risk to public safety or the effective management of the Premises.

14.2     Alterations or additions

         Except as otherwise permitted under clauses 14.1(b) and 9, the Licensee must not, without
         SOPA’s prior written consent (which may be given or withheld or such terms and conditions
         as SOPA in its absolute discretion determines), make or permit to be made any:

         (a)       alterations additions or extensions in or to the Premises; or

         (b)       alterations or improvements to the Fixtures and Fittings.

14.3     Structural alterations

         This clause 14 does not impose on the Licensee any obligation in respect of structural
         maintenance or replacement of the Premises and Fixtures and Fittings.

15.      SOPA’S RIGHTS AND OBLIGATIONS

15.1     Inspection and right of entry

         The Licensee grants SOPA and its agents the right at any time during the Term to enter the
         Premises, on reasonable notice, to inspect and observe during business hours the
         Licensee’s operation, maintenance and repair of the Premises and compliance by the
         Licensee with this Agreement, provided SOPA does not unreasonably disrupt any activities
         taking place in the Premises at such time.

15.2     Maintenance or repair by SOPA

         (a)       If SOPA wishes to carry out any maintenance or repair works at the Premises
                   ("Works"):

                   (i)      as contemplated by clause 14.1(b); or



Monster Licence Agreement                         28/07/2008                                               28
                   (ii)     for the purpose of complying with the terms of any law affecting the
                            Premises or of any notice served on SOPA or the Licensee by any Authority;
                            or

                   (ii)     the Licensee does not comply with clause 14.1(b) and does not rectify any
                            such non-compliance within 30 days of being notified by SOPA to do so, and
                            SOPA determines that it wishes to carry out the Works to rectify such
                            non-compliance; or

                   (iii)    if the Premises is destroyed or damaged, for the purposes of rebuilding or
                            restoration

                   then in either case, if SOPA has provided the Licensee 10 days written notice of its
                   intention to carry out the Works (except in the case of an emergency, in which case
                   no notice is required), SOPA is entitled to enter the Premises with all necessary
                   materials and equipment at all reasonable times (except in the case of an
                   emergency, in which case SOPA may enter at any time) to execute the Works.

         (b)       SOPA agrees to use reasonable endeavours not to interfere with the operation of
                   the Premises by the Licensee when SOPA carries out the Works.

         (c)       Without prejudice to SOPA’s other rights, SOPA may recover from the Licensee on
                   demand the costs of any Works carried out by SOPA as a result of clause 15.2(a)
                   (except in the case of destruction or damage of the Premises unless caused by the
                   Licensee or its employees or agents).

15.3     Security patrols

         (a)       SOPA agrees to provide regular security patrols to the area surrounding the
                   Premises ("Precinct"), to be carried out at such times as SOPA, in its absolute
                   discretion, determines.

         (b)       Clause 15.3(a) will not apply during an RES period or Event period, where SOPA is
                   unable to gain access to the Precinct.

         (c)       Notwithstanding anything contained in this Agreement, SOPA will not incur any
                   liability to the Licensee arising out of:

                   (iii)    any failure of the provider of security services to adequately patrol the
                            Precinct; or

                   (iv)     any other act, omission, delay, mistake, loss or irregularity in or concerning
                            the provision of such security services.

16.      ASSIGNMENT AND TRANSFER

16.1     Personal rights

         The rights of the Licensee under this Agreement are personal rights in contract only and
         are not capable of assignment.

16.2     Transfer of rights

         The Licensee must not sub-licence the Premises or assign mortgage or otherwise transfer
         all or any part of its rights under or relating to this Agreement without the prior written
         consent of SOPA, which consent SOPA will not unreasonably withhold, provided that the
         Licensee can establish that the proposed assignee is a company/corporation of equivalent
         experience and financial solvency to the Licensee.


Monster Licence Agreement                         28/07/2008                                                 29
16.3     Assignment

         SOPA's consent to an assignment of this Agreement may be subject to the Licensee and
         the proposed new Licensee executing a deed relating to the transfer or assignment in a
         form reasonably required by SOPA.

17.      CONFIDENTIALITY AND PRESS RELEASES
17.1     Confidential information

         (a)       In relation to the confidential information of each party:

                   (i)      each party must keep the confidential information of the other party strictly
                            confidential and may not disclose that information without obtaining the prior
                            written consent of the other party; and

                   (ii)     each party may only use the confidential information of the other party for the
                            purposes for which it was provided.

         (b)       Neither party may disclose any of the terms and conditions of this Agreement
                   without obtaining the prior written consent of the other party.

         (c)       The restrictions imposed in this clause will not apply to the disclosure of any
                   information:

                   (i)      required to be disclosed by law;

                   (ii)     which is now or after the date of this Agreement comes into the public
                            domain (except as a breach of clauses 17.1(a) or 17.1(b);

                   (iii)    required by any government authority;

                   (iv)     to a court, arbitrator or administrative tribunal in the course of proceedings
                            before it.

17.2     Press releases

         Without limiting clause 17.1, neither party may make any media or other announcements or
         releases in connection with this Agreement without obtaining the prior written approval of
         the other party as to the form and manner of the announcement or release (which will not
         unreasonably be withheld), except for the circumstances referred to in clause 17.1(c).

17.3     Continuing obligation

         This clause 17 will survive termination or expiration of this Agreement.

18.      DEFAULT AND TERMINATION

18.1     Events of Default

         Each of the events set out in this clause 18.1 is an Event of Default, whether the cause is
         beyond the control of the Licensee or any other person:

         (a)       any money payable by the Licensee under this Agreement has not been paid by the
                   due date or, if payable on demand, has not been paid within 7 days of the making of
                   a demand for payment;

         (b)       subject to clause 18.1(a), the Licensee commits, permits or suffers to incur any
                   breach or default in the due and punctual observance and performance of any of the


Monster Licence Agreement                         28/07/2008                                                 30
                   material covenants, obligations and provisions to be performed by the Licensee
                   under this Agreement (other than an obligation to pay money) and which breach or
                   default, where it is capable of remedy, continues unremedied for 14 continuous
                   days after notice to remedy same has been given by SOPA to the Licensee in
                   writing;

         (c)       the Licensee has not met SOPA's requirements under clause 10.17 to protect
                   SOPA's Brands; or

         (d)       an Event of Insolvency occurs.

18.2     Rights upon Event of Default

         (a)       SOPA may at any time after the occurrence of any one or more of the Events of
                   Default and without prejudice to any other actions or remedies which SOPA has or
                   may have or otherwise could have had for any such event, failure to perform or
                   non-observance of any provision of this Agreement:

                   (i)      eject the Licensee and all other persons from the Premises; and

                   (ii)     by notice in writing to the Licensee terminate this Agreement and from the
                            date of giving such notice this Agreement will be terminated.

         (b)       The termination of this Agreement will not prejudice or affect any rights or remedies
                   of any party against any other party on account of any antecedent claim or
                   antecedent breach or non-observance by any party of any covenant or provision of
                   this Agreement.

18.3     Waiver

         A waiver by SOPA of a particular breach or default will not be deemed to be a waiver of the
         same breach or default if it occurs again or of any subsequent breach or default nor will
         SOPA's failure to take action on any breach or default be, or be construed as, a waiver of
         that breach or default.

18.4     No prejudice

         The termination of this Agreement in accordance with this clause 18 will not prejudice or
         affect any rights or remedies of the SOPA against the Licensee on account or any
         antecedent claim or any antecedent breach or non-observance by the Licensee of any
         covenant or provisions of this Agreement.

19.      RIGHTS ON EXPIRY
19.1     Removal of Fixtures and Fittings

         (a)       On the expiry of the Term or within 14 days of the sooner determination of this
                   Agreement ("Termination") the Licensee must:

                   (i)      vacate the Premises and remove the Licensee's Fixtures and Fittings from
                            the Premises;

                   (ii)     return the Premises to SOPA in the same repair, order and condition that the
                            Premises was in as at the Commencement Date, subject to Fair Wear and
                            Tear; and

                   (iii)    not cause or contribute to any damage to the Premises in the removal of the
                            Licensee's Fixtures and Fittings.



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         (b)       If the Licensee fails to remove any of the Licensee's Fixtures and Fittings in
                   accordance with clause 19.1(a), SOPA may, at its option:

                   (i)      cause such items to be removed and destroyed or stored in such manner as
                            SOPA in its absolute discretion deems fit at the risk and at the cost of the
                            Licensee; or

                   (ii)     treat such items as if the Licensee had abandoned its interest in them and
                            they had become the property of SOPA and deal with the same in such
                            manner as SOPA thinks fit without being liable in any way to account to the
                            Licensee.

19.2     Licensee may hold over

         (a)       The Licensee, with the prior written consent of SOPA, may continue to occupy the
                   Premises after the Terminating Date.

         (b)       The Licensee holding over under this clause occupies the Premises under a
                   monthly licence that:

                   (i)      subject to clause 18, either party may terminate on one month's written
                            notice; and

                   (ii)     is on the same terms as this Agreement (with any changes appropriate to a
                            monthly licence) with a monthly Licence Fee that is one twelfth of the annual
                            Licence Fee on the Terminating Date and any other moneys payable under
                            this Agreement.

20.      RELOCATION
20.1     Notice of Relocation

         (a)      The Licensee acknowledges that SOPA may issue a Relocation Notice at any time
                  during the Term.

         (b)      The Relocation Area may be any area in Sydney Olympic Park.

         (c)      SOPA will arrange, at its cost, for electricity to be connected to the Relocation Area.

20.2     Terms of Relocation

         (a)       Within one month of receipt of the Relocation Notice, the Licensee must notify
                   SOPA in writing whether or not it accepts the Relocation. If the Licensee fails to
                   notify SOPA within one month of receipt of the Relocation Notice the Licensee will
                   be deemed to have accepted the Relocation Notice.

         (b)       If the Licensee does not accept the Relocation, this Agreement will terminate on the
                   Relocation Date.

         (c)       The termination of this Agreement pursuant to clause 20.2(b) will not prejudice or
                   affect any rights or remedies of any party against any other party on account of any
                   antecedent claim or antecedent breach or non-observance by any party of any
                   covenant or provision of this Agreement.

20.3     Licensee's acceptance of Relocation

         If the Licensee accepts the Relocation:




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         (a)       on and from the Relocation Date, all references to the "Premises" will be deemed to
                   be references to the Relocated Site;

         (b)       the Licensee must, at its own cost, as at the Relocation Date, vacate the Premises
                   and comply with clause 19.1 in relation to that Premises as if this Agreement had
                   terminated on the Relocation Date; and

         (c)       the Terminating Date in Item 6 will be the date which is 3 months greater than the
                   Terminating Date under this Agreement.

21.      EXPENSES AND STAMP DUTIES
21.1     Expenses

         (a)       Each party will pay its own legal costs and disbursements of or incidental to the
                   preparation and completion of this Agreement.

         (b)       The Licensee must reimburse SOPA on demand for, and indemnifies SOPA
                   against, all legal costs and disbursements (on a full indemnity basis and determined
                   without taxation, assessment or similar process) incurred in connection with
                   exercising, enforcing or preserving any right, power, authority, discretion, remedy or
                   privilege under this Agreement.

21.2     Stamp duties

         The Licensee must pay all stamp duties and similar taxes, including fines and penalties,
         which may be payable to or required to be paid by any appropriate authority or determined
         to be payable in connection with the execution, performance or enforcement of this
         Agreement.

22.      GOVERNING LAW
         This Agreement will be governed by and construed in accordance with the laws of New
         South Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the
         courts exercising jurisdiction in New South Wales.

23.      MISCELLANEOUS
23.1     Notices

         Every notice or other communication of any nature whatsoever required to be served, given
         or made under or arising from this Agreement must be in writing and left at or sent by
         prepaid ordinary post to the address of the party specified in Item 17, or if the addressee
         notifies another address to the other party, then to that address. Unless a later time is
         specified in it a notice, consent or other communication takes effect from the time it is
         received. Proof of posting is proof of receipt on the third day after posting.

23.2     Entire agreement

         All of the agreements and understandings between the Licensee and SOPA in respect of
         the scope of this Agreement are embodied in this Agreement and, from the date of this
         Agreement, this Agreement will supersede all prior agreements and understandings
         between the parties in relation to its scope.

23.3     Representations negatived

         The Licensee acknowledges and agrees that no representation, warranty or undertaking
         has been given by SOPA relating to:


Monster Licence Agreement                       28/07/2008                                              33
         (a)       the suitability of the Premises for the Permitted Uses, or any other uses;

         (b)       the condition or state of repair of the Premises;

         (c)       the Premises and amenities found in the Premises;

         (d)       the suitability of the services available at the Premises; or

         (e)       whether the Permitted Uses are uses which may lawfully be made of the Premises.

         The Licensee will make its own enquiries in relation to the matters referred to in this
         clause 23.3 and all other matters relating to the Premises generally and this Agreement.

23.4     Variation

         No modification, variation or amendment of this Agreement will be of any force unless such
         modification, variation or amendment is in writing and executed by each party.

23.5     Severability of provisions

         Any provision of this Agreement which is illegal, void or unenforceable will be ineffective to
         the extent only of such illegality, voidness or unenforceability without invalidating the
         remaining provisions of this Agreement.

23.6     Licensee's costs

         Except as otherwise expressly provided in this Agreement, the Licensee must meet its own
         costs and expenses in complying with its obligations under this Agreement.

23.7     Counterparts

         This Agreement may be executed in a number of counterparts and all such counterparts
         taken together will be deemed to constitute one and the same agreement.

23.8     Interest on overdue payments

         Without prejudice to any other rights, powers or remedies of SOPA under this Agreement,
         the Licensee must pay to SOPA interest on any money due to SOPA under this Agreement
         but unpaid. Such interest will be calculated on a daily basis and on the basis of a year of
         365 days from the due date up to and including the date of actual payment at the Interest
         Rate for successive 30 day periods. Interest will be payable monthly in arrears. If such
         interest is not paid when due, it will itself bear interest in accordance with this clause.

23.9     Consents

         A consent required under this Agreement from a party may be given or withheld, or may be
         given subject to any conditions, as that party (in its absolute discretion) thinks fit, unless this
         Agreement expressly provides otherwise.

23.10 Severance

         If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable
         in any respect under the law of any jurisdiction, that will not affect or impair:

          (a)         the legality, validity or enforceability in that jurisdiction of any other provision of
                      this Agreement; or

          (b)         the legality, validity or enforceability under the law of any other jurisdiction of that
                      or any other provision of this Agreement.


Monster Licence Agreement                           28/07/2008                                                  34
23.11 No caveats

         The Licensee must not lodge a caveat against the Land or any other land in the Park
         (whether or not together with any other land).

23.12 Continuing indemnity

         Each indemnity by the Licensee contained in this Agreement is:

         (a)       a continuing obligation of the Licensee and remains in full force and effect after the
                   termination of this Agreement; and

         (b)       a separate and independent obligation of the Licensee.




Monster Licence Agreement                        28/07/2008                                             35
Execution


Signed as an agreement.

SOPA

Executed for and on behalf of Sydney
Olympic Park Authority ABN 68 010 941 405 by its
authorised officer in the presence of:


Signature of witness                                       Signature of authorised officer


Name of witness                                            Name of authorised officer


                                                           Authority of authorised officer



LICENSEE

[Complete/delete as applicable]       [2 directors - or secretary + director (who is not also secretary)]

Executed for and on behalf of           Pty Ltd
ACN     by its authorised officer(s) in
accordance with s127 of Corporations Act
2001 (Cth) :


Signature of authorised officer                            Signature of authorised officer


Name of authorised officer                                 Name of authorised officer

Director                                                   Secretary / other Director
Authority of authorised officer                            Authority of authorised officer



Executed for and on behalf of           Pty Ltd
ACN     by its authorised officer(s) in
accordance with s127 of Corporations Act                   Signature of authorised officer
2001 (Cth) :

                                                           Name of authorised officer

                                                           Sole Director/Secretary
                                                           Authority of authorised officer




Monster Licence Agreement                    28/07/2008                                                36
                                                Annexure 1
Plan - Premises and Sports Halls




Monster Licence Agreement          28/07/2008           37
Monster Licence Agreement   28/07/2008   38
                                         Annexure 2
Licensee's Fit Out works

(clause 9)




Monster Licence Agreement   28/07/2008           39
                                                         Annexure 3
Intellectual Property

(clause 11)



SOPA Logo




         "sydney olympic park"
         registered trade mark 919536




Monster Skate Park Logo




         "monster skatepark "
         registered trade mark no 1066667




         "monster at sydney olympic park"
         registered trade mark no 1084810




Monster Licence Agreement                   28/07/2008           40

								
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