PROPERTY ACQUISITION AGREEMENT

BETWEEN:

SIZZLER AUSTRALIA PTY LTD ACN 010 060 876 (“SA”)of ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ in the State of Queensland.

(“Vendor”)

AND:

CRANPORT PTY LTD ACN 010 271 271 as Trustee for THE THIE FAMILY TRUST of ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ in the State of Queensland

(“Purchaser”)

WHEREAS:

A.

SA is the registered proprietor of the Land.

B.

SA wishes to sell and the Purchaser wishes to purchase an estate in fee simple in the Land subject to the terms and conditions in this Agreement.

NOW THIS DEED WITNESSES AS FOLLOWS:-

1.

DEFINITIONS

1.1

In the Agreement, unless the subject or context is inconsistent, each of the following expressions shall have the meaning assigned to it below:-

Adjustment Date:  the Date for Completion

Agreement:  this agreement for sale and all Schedules and Annexures to this agreement and any variations hereof in writing and signed by the parties.

Balance Purchase Price:  $810,000.00

Business Days:  any day on which trading banks are open for business in Brisbane

Completion:  completion of the sale and purchase of the Land as detailed in this Agreement.

Date for Completion:  the date 30 days after the date of this Agreement.

Deposit:  $90,000.00

Encumbrance:  an interest or power:-

(a)

reserved in or over any interest in any part of the Land including, without limitation, any retention of title; or

(b)

created or otherwise arising in or over any interest in any part of the Land under a ▇▇▇▇ of sale, mortgage, charge, lien, pledge, trust or power by way of security for the payment of debt or any other monetary obligation or the performance of any other obligation and whether existing or agreed to be granted or created.

Finance Date:  21 days from the date hereof.

Foreign Acquisitions and Takeovers Act:  the Foreign Acquisitions and Takeovers ▇▇▇ ▇▇▇▇.

Governmental Agency:  any:-

(a)

state, commonwealth or local government or governmental, semi-governmental or judicial entity or authority; or

(b)

minister, department, office, commission, delegate, instrumentality, agency, board, authority or organisation of any government.

It also includes any regulatory organisation established under statute or any stock exchange.

Land:  the property described in Schedule 1.

Land Title Act: the Land ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (Qld).

Lease: the lease contained in Schedule 2

Permit to Enter:  the document entitled “Lessor’s Consent and Permit to Enter” to be given in favour of Westpac Banking Corporation, an example of which is set out in Schedule 5.

Property Law Act:  the Property Law ▇▇▇ ▇▇▇▇ (Qld)

Purchase Price:  $900,000.00

Purchaser:  Cranport Pty Ltd ACN 010 271 271 as Trustee for The Thie Family Trust of ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇’s Solicitors:  Birch & Co Solicitors, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇

▇▇:  Sizzler Australia Pty Ltd ACN 010 060 876

Stakeholder:  the Vendor’s Solicitors

Vendor:  SA

Vendor’s F F & E: the fixtures, fittings, furniture, plant, equipment, partitions and chattels of all kinds including those which are described in Schedule 4.

Vendor’s Solicitors:  ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Second Floor, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇

2.

INTERPRETATION

2.1

In this Agreement headings are for convenience only and shall not affect its interpretation.  Except to the extent that the context otherwise requires:-

(a)

reference to any statute or statutory provisions shall include any modification or re-enactment of, or any legislative provisions substituted for, and all legislation and statutory instruments issued under such legislation or such provision;

(b)

words denoting the singular shall include the plural and vice versa;

(c)

words denoting individuals shall include corporations, associations, trustees, instrumentalities and partnerships and vice versa;

(d)

words denoting any gender shall include all genders;

(e)

references to Parties, Parts, Clauses, Annexures and Schedules are references to Parties, Parts, Clauses, Annexures and Schedules to this Agreement as modified or varied from time to time;

(f)

references to any document, deed or agreement shall include references to such document or agreement as amended, novated, supplemented, varied or replaced from time to time;

(g)

references to any party to this Agreement or any other document, deed or agreement shall include its successors or permitted assigns;

(h)

all references to dates and times are to Brisbane time; and

(i)

all references to “$” and “dollars” are references to the lawful currency of Australia.

3.

SALE AND PURCHASE

3.1

The Vendor shall sell to the Purchaser and the Purchaser shall purchase from the Vendor on the Date for Completion an estate in fee simple in the Land on the terms and conditions in this Agreement.

3.2

The Land shall be sold and transferred to the Purchaser free from Encumbrances except as set out in this Agreement and subject to easements and other encumbrances noted or shown on the registered plan for the Land, and always subject to the conditions appearing in this Agreement.

4.

PURCHASE PRICE

4.1

The Purchaser shall pay the Deposit to the Stakeholder on or before the date of this Agreement.

4.2

The Purchaser must pay the Balance Purchase Price on the Date for Completion.

4.3

Payment or tender of any moneys payable under this Agreement by the Purchaser to the Vendor shall be made by telegraphic transfer (into an account or accounts designated by the payee) of cleared funds which are confirmed as cleared by the payee’s bank, or by bank cheque drawn by a bank carrying on the business of banking in Queensland under the laws of the Commonwealth of Australia or the State of Queensland and any such payment or tender shall be good and sufficient payment or tender of any moneys payable under this Agreement.

5.

INVESTMENT OF DEPOSIT

Intentionally deleted.

6.

LEASE

6.1

The Land is sold subject to the Lease.

6.2

Promptly after the date of this Agreement, the Vendor’s solicitors shall make available to the Purchaser 3 copies of the Lease for signing purposes.

6.3

The Purchaser shall promptly execute the Lease and return it to the Vendor’s Solicitors within seven (7) days of receipt.

6.4

The Vendor shall promptly execute and, at its expense, stamp the Lease.

6.5

The Purchaser shall obtain the unconditional written consent to the terms of the Lease from its incoming Mortgagee (if any) and shall deliver a copy of that consent to the Vendor’s Solicitors on or before the Date for Completion.  The Vendor shall not be required to sign any Deed or Covenant in favour of the Purchaser’s incoming Mortgagee.

6.6

The Purchaser shall, immediately following Completion, register the Lease (after the Transfer in its favour and its Mortgage to the incoming Mortgagee) and deliver the Vendor’s (lessee’s) copy to it.  The registration fee shall be paid by the Vendor by way of an adjustment in favour of the Purchaser on Completion.

6.7

For the purposes of the Retail Shop Leases Act 1994 (Qld) the parties agree that:-

(a)

The Vendor shall be deemed to have been given a copy of the draft Lease in Schedule 2 and the Disclosure Statement in Schedule 3, on the date of this Agreement; and

(b)

The Vendor shall be deemed to have entered into the Lease as lessee on the Date for Completion.

6.8

The Purchaser acknowledges that the Vendor will be required to grant a mortgage over the Lease in favour of Westpac Banking Corporation.  As part of those arrangements, Westpac Banking Corporation will require the Purchaser to sign the Permit to Enter.  The Purchaser agrees to sign the Permit to Enter after it is made available by the Vendor’s Solicitors.  No amendment to the format of the Permit to Enter will be made by the Purchaser, and the Vendor shall not be required to pay any legal costs or other

expenses relative to the signing and return of that document by the Purchaser to the Vendor’s Solicitors, whether at or prior to Completion.

7.

COMPLETION

7.1

In exchange for payment of the Purchase Price by the Purchaser to the Vendor in accordance with Clause 4 and the performance and observance by the Purchaser of the balance of its obligations under this Agreement, the events set out in Clauses 7.3 and 7.4 shall occur.

7.2

Completion shall be effected on the Date for Completion at such time between 9:00am and 5:00pm at such place in Brisbane as may be nominated by the Vendor’s Solicitors by notice in writing to the Purchaser’s Solicitors which may be given at any time prior to the Date for Completion.  In the absence of such nomination, Completion shall be effected at the office of the Vendor’s Solicitors at 3:00pm on the Date for Completion.

7.3

On the Date for Completion the Vendor shall:-

(a)

deliver to the Purchaser an executed Transfer of the Land in favour of the Purchaser capable of immediate registration after the payment of stamp duty;

(b)

deliver to the Purchaser a completed Form 24 for the Transfer;

(c)

deliver to the Purchaser any instruments of title for the Land required to register the Transfer;

(d)

deliver to the Purchaser the executed, stamped but unregistered Lease;

(e)

deliver to the Purchaser all plans, drawings and documents in the possession or control of the Vendor which the Purchaser would reasonably require to enable the Purchaser to manage the Land; and

(f)

deliver to the Purchaser all other instruments (which shall be duly stamped) in the possession or control of the Vendor evidencing estates and interests affecting the Land and which are exclusive to the Land.

The Transfer and Form 24 shall be prepared by and at the expense of the Purchaser and delivered to the Vendor’s Solicitors within a reasonable time prior to Completion to permit execution of the same by the Vendor.

7.4

On (or before) the Date for Completion, the Purchaser shall deliver to the Vendor’s Solicitors, the signed Permit to Enter.

7.5

If, on Completion, the Land is subject to any mortgages, charges or encumbrances then the Purchaser will accept unstamped but duly executed Releases or partial Releases of such mortgages, charges or encumbrances and a stamp duty declaration Form G (if applicable) and to obtain those releases the Vendor may apply the whole or any part of the moneys paid by the Purchaser.

8.

TITLE

8.1

The title of the Vendor to the Land will as at the Date for Completion be under the Land Title Act. The Purchaser shall take title to the Land subject to that Act and subject to all notifications, easements and restrictions (other than any mortgage) now noted on the Certificate of Title for the Land.

9.

ERRORS AND MISDESCRIPTIONS

9.1

Any mistake or error in the description of the particulars of the Land shall not annul this Agreement but (unless the party’s remedies are limited, excluded or otherwise dealt with elsewhere in this Agreement) compensation or equivalent shall be given or taken by the relevant party.  Where the parties cannot agree as to the compensation to be made or given as required then such compensation shall be fixed by an expert to be appointed for that purpose  by the President for the time being of the Queensland Law Society Incorporated at the instance of either party.

10.

APPORTIONMENT OF OUTGOINGS

10.1

Subject to the terms of the Lease, all rates, taxes (other than land tax), assessments, insurance premiums and other outgoings in respect of the Land shall be borne and paid by the Vendor up until and including the Adjustment Date and the same shall if necessary be apportioned between the Vendor and the Purchaser.

10.2

Land tax shall be similarly apportioned based on a calculation of the land tax which is payable by the Vendor on a single-holding basis.

10.3

Unless and until separate assessments of rates, taxes (including land tax assessments) and other outgoings are issued or available in respect of the Land all necessary adjustments between the parties shall be made on the basis that the Land shall be liable for that proportion thereof levied or paid against the property in respect of which the assessment has issued (which amount shall be calculated proportionately by reference to the proportion which the area of the Land bears to the area of that property as a whole).

10.4

Where there is a statutory charge on the Land for land tax at the Date for Completion, then the Purchaser may request that an amount of the Purchase Price be retained and, when appropriate paid to the Office of State Revenue to obtain a land tax clearance, with such amount to be retained being determined by agreement between the parties by reference to any recommendation of the Commissioner of Land Tax.

11.

PURCHASER’S DEFAULT

11.1

If the Purchaser fails to pay the Deposit, the Balance Purchase Price or any part of the Purchase Price or otherwise fails to comply with any of the terms and conditions of this Agreement then the Vendor in addition to any other rights which are conferred upon it by this Agreement, at law or equity, may:-

(a)

affirm this Agreement and ▇▇▇ the Purchaser for damages for breach; or

(b)

affirm this Agreement and ▇▇▇ the Purchaser for specific performance and damages in addition to or in lieu thereof; or

(c)

terminate this Agreement and declare the Deposit forfeited and/or ▇▇▇ the Purchaser for damages for breach; or

(d)

terminate this Agreement and declare the Deposit  forfeited and at its election may re-sell the Land and any deficiency arising from or incidental to such re-sale and any cost or expense arising from such re-sale shall be recoverable by the Vendor from the Purchaser as liquidated damages.

12.

PURCHASER’S RISK

12.1

The Land shall remain at the risk of the Vendor at all times and the Vendor shall maintain all insurances required pursuant to the terms of the Lease.

12.2

On or before the Date for Completion, the Vendor shall provide to the Purchaser Certificates of Currency for all relevant insurances, which Certificates will nominate the Purchaser and its Mortgagee (if any) to allow coverage for the respective rights and interests of all parties.

13.

COSTS

13.1

The Vendor and the Purchaser shall each pay their own costs of and incidental to the sale and purchase, but all stamp duty on this Agreement and any duplicate of this Agreement pursuant to the ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (Qld) and any duty in respect of the sale and purchase by the Vendor to the Purchaser and all registration fees on the Transfers shall be paid by the Purchaser and if not paid by the Purchaser  may be paid by the Vendor and recovered from the Purchaser.  The Vendor shall, following execution of the Transfers (if required) and if so requested by the Purchaser and upon payment by the Purchaser of the normal production fee, cause the Transfers to be produced to the Office of State Revenue for stamping.

14.

VENDOR’S STATEMENT

14.1

The Vendor states that, except as disclosed in this Agreement, each of the following statements is accurate at the time the Vendor executes this Agreement:-

(a)

the Vendor has free and unqualified capacity and power to contract and to complete this Agreement;

(b)

the Vendor is not under any legal disability which affects the Vendor’s capacity to contract and to complete this Agreement.

14.2

If a statement contained in Clause 14.1 is not accurate then the Purchaser may at any time prior to the Date for Completion terminate this Agreement by notice in writing to the Vendor.

14.3

If this Contract is terminated pursuant to Clause 14.2 then the Deposit and other moneys paid under this Agreement shall be refunded to the Purchaser by the Stakeholder and the

Vendor shall be liable by way of damages as compensation for the loss suffered by the Purchaser in such sum as at the time this Agreement was made was reasonably foreseeable as the loss liable to result, and which does result from a termination of this Contract due to a statement contained in Clause 14.1 not being accurate.

15.

TIME OF THE ESSENCE

15.1

Time shall in all cases and in every respect be deemed to be of the essence of this Agreement.

16.

NOTICES

16.1

Any notice required or permitted or desired to be given by either party to the other pursuant to this Agreement must be in writing and may be given by that party or its solicitor.  Any such notice may be delivered to or forwarded by prepaid post to the person intended to receive the notice at its address shown in this Agreement or such other address as may have been notified in writing for that purpose or at the usual business or residential address of that party or solicitor.  Any notice sent by post shall be deemed to have been given or delivered on the second Business Day after the notice was posted.  Any notice may be sent by facsimile transmission and shall in that case be deemed to have been received after completion of the transmission of such notice by the party for whose benefit it was given or sent.  In addition any notice in writing may be given or document delivered in the manner prescribed in Section 257 of the Property Law Act.  For the purposes of this Agreement any notice or advice given by a party’s solicitor shall be deemed to have been given with the authority of that party.

17.

PROPERTY ADVERSELY AFFECTED

17.1

If it is established that at the date of this Agreement:-

(a)

the access to the Land is other than by way of an adjoining road dedicated for public use as a road or by way of a registered easement to a road dedicated for public use;

(b)

the Land was affected by a proposal of any competent authority for the re-alignment, widening, re-siting or altering of the then level or direction of any road or railway abutting the Land;

(c)

any electricity, telephone, water supply, sewerage or drainage service to the Land which passes through other land is not protected by a registered easement or a statutory authority;

(d)

there is current in respect of the whole or part of the Land, a notice to treat or notice of intention to resume issued by a competent authority;

(e)

the Land is dedicated as a protected area of any class mentioned in Section 14 of the Nature Conservation Act 1992 or is affected by a conservation agreement or conservation plan pursuant to that Act;

(f)

the Land is entered on the Heritage Register or is the subject of a stop order, restoration order, or non-development order, or is in a declared protected area or in a restricted zone pursuant to the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;

(g)

the Land is entered on the Contaminated Sites Register as a probable, confirmed or restricted site pursuant to the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ or has ever been utilised for any of the purposes listed as prescribed purposes in Schedule 1 of the Contaminated Land Regulation 1991 and the Land is not a released or a former site;

(h)

there exists any claim for an interest in the Land by any Australian Aboriginal people pursuant to the Aboriginal Land ▇▇▇ ▇▇▇▇, the Native ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (Cwth) or the Native ▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇; or

(i)

the Land is included in the World Heritage List compiled under the Convention for the Protection of World’s Cultural and Natural Heritage 1972;

and any such facts are not disclosed in this Agreement the Purchaser may by notice in writing to the Vendor given on or before the Date for Completion terminate this Agreement in which event the Stakeholder shall refund the Deposit to the Purchaser.

17.2

The Vendor authorises the Purchaser or the Purchaser’s Solicitor to inspect all records relating to the Land held by the Governmental Agency maintaining any such records and will if requested by the Purchaser sign an appropriate authority to the Governmental Agency for the purposes of this Clause 17.

18.

SURVEY & INSPECTION

18.1

The Purchaser shall be entitled to conduct a survey of the Land to ascertain the boundaries and area of the Land and to establish the location of structures purporting to be on the Land or on adjoining land.

18.2

If there is any immaterial error in the boundaries or area of the Land or any immaterial encroachment, the Purchaser shall not be entitled to terminate this Agreement but shall be entitled to such compensation (if demanded in writing on or before the Date for Completion) as the case may require.  The Purchaser shall not be entitled to delay Completion or to withhold any part of the Purchase Price by reason of any such claim for compensation.

18.3

If there is any material error in the boundaries or area of the Land or any material encroachment, the Purchaser shall be entitled to elect by notice in writing to the Vendor given on or before the Date for Completion either:-

(a)

to terminate this Agreement in which event the Stakeholder shall refund the Deposit to the Purchaser; or

(b)

to complete this Agreement with compensation, in which event the Purchaser shall be entitled to such compensation as the case may require and shall not be entitled to delay Completion or to withhold any part of the Purchase Price by reason of  any such claim for compensation.

19.

VENDOR’S F F & E

19.1

The Vendor shall retain ownership of the Vendor’s F F & E.

20.

JOINT AND SEVERAL LIABILITY

20.1

Any covenant or agreement on the part of two or more persons shall be deemed to bind them jointly and each of them severally.

21.

ENTIRE AGREEMENT

21.1

This Agreement constitutes the full and complete understanding between the parties with respect to the subject matter of this Agreement.  There is no other oral understanding, agreement, warranty or representation whether expressed or implied in any way extending, defining or otherwise relating to the provisions of this Agreement or binding on the parties with respect to any of the matters to which the terms of this Agreement relate.

21.2

Each of the parties covenants and irrevocably acknowledges that it has not been induced to enter into this Agreement by any statement, warranty, representation, understanding, act, omission, fact, matter, thing or conduct by or on behalf of any person including the other party, other than as expressly recorded in this Agreement.

21.3

The provisions of Clauses 21.1 and 21.2 shall operate and remain in full force and effect, except in the case of fraud by another party to this Agreement.  No other fact, matter or circumstance including breach of the provisions of Part 5 of the Trade Practices Act by a party to this Agreement shall interfere with or any way derogate from the operation and effect of Clauses 21.1 and 21.2.

22.

GOVERNING LAW

22.1

This Agreement shall be governed by and construed in accordance with the law of Queensland and each of the parties submits to the non-exclusive jurisdiction of the Queensland Courts.

23.

NO MERGER

23.1

The representations, warranties, undertakings and covenants given by the parties which are expressed in this Agreement to continue beyond Completion shall not merge on Completion.

24.

PERFORMANCE ON BUSINESS DAYS

24.1

Except where the Vendor and the Purchaser otherwise agree, where the Date for Completion falls on a day which is not a Business Day, or any other obligation is to be observed or performed on or before a certain day, or within a certain period, and that date or certain day or the last day of that period is not a Business Day then (as the case may require);

(a)

the Date for Completion;

(b)

that certain day; or

(c)

the last day of that period

shall be deemed to be the next following Business Day.

25.

FURTHER ASSURANCES

25.1

Subject to compliance by the Purchaser with its obligations under this Agreement, the Vendor shall, as required, do all acts and execute all necessary documents and paper writings for the purpose of completing the sale and ensuring that the Purchaser obtains a good and valid title to the Land, but all transfer documents shall be prepared by and at the expense of the Purchaser and delivered to the Vendor within a reasonable time prior to the Date for Completion.

26.

AMENDMENTS

26.1

Subject to Clause 26.2 no modification or alteration of this Agreement shall be valid or binding upon any party unless made in writing and duly executed or signed on behalf of such party under its seal or by its officers or representatives or attorneys or, in the case of an individual, by such party under his hand.

26.2

The Vendor and the Purchaser each acknowledge and agree that any date stipulated in this Agreement for the fulfillment of any condition or the performance of any act may be modified or varied by an exchange of written correspondence specifying such modified or varied date between the Vendor’s Solicitors and the Purchaser’s Solicitors, and any such modification or variation shall be deemed to have been made with the authority of each party.

27.

FOREIGN ACQUISITIONS AND TAKEOVERS ACT

27.1

The Purchaser represents and warrants either that:-

(a)

the Purchaser has the written approval to the transactions contained in this Agreement from the Australian Treasury under the provisions of the Foreign Acquisitions and Takeovers Act; or

(b)

the Purchaser is ordinarily resident in Australia within the meaning of the Foreign Acquisitions and Takeovers Act and the provisions of Section 21A, 25 and 26A of the Foreign Acquisitions and Takeovers Act do not apply to the Purchaser.

27.2

If there is a breach of the representation and warranty in Clause 27.1, the Purchaser hereby indemnifies the Vendor from and against any loss, damage, penalty, fine or cost which may be suffered or incurred by the Vendor as a consequence.

27.3

The warranty and indemnity in this Clause 27 shall not merge on Completion.

28.

COUNTERPARTS AND FACSIMILE

28.1

This Agreement may be executed in counterparts.  Each counterpart constitutes one and the same document.

28.2

Evidence of this Agreement may be provided by facsimile on the condition that, when providing the facsimile copy, the sending party undertakes to courier the original document by overnight courier to the recipient.

29.

GUARANTEE

29.1

In the event that the Purchaser is a company whether acting in the capacity as trustee or otherwise (other than a public company listed on any board of any associated Australian Stock Exchange) then the directors of that company at the time this agreement is entered into shall be deemed by reason of the execution of this Agreement by or on behalf of the Purchaser company to have personally guaranteed the performance by that company of its obligations under this Agreement to the intent that should the Purchaser company fail or refuse to meet its obligations under this Agreement then the directors and each of them jointly and severally shall be liable to perform the said obligations and to be sued in their own names for performance thereof and/or for damages as if they were (severally and jointly) the Purchaser under this Agreement.

30.

FINANCE

30.1

This Agreement is conditional on the Purchaser obtaining approval of a loan for an amount sufficient to enable it to complete this Agreement from a financial institution by the Finance Date on terms satisfactory to the Purchaser.  The Purchaser must take all reasonable steps to obtain approval.

30.2

The Purchaser must give notice to the Vendor that:-

(a)

approval has not been obtained by the Finance Date and the Agreement is terminated; or

(b)

the finance condition has been either satisfied or waived by the Purchaser.

30.3

The Vendor may terminate this Agreement by notice to the Purchaser if notice is not given under Clause 30.2 by 5:00pm on the Finance Date.  This is the Vendor’s only remedy for the Purchaser’s failure to give notice.

30.4

The Vendor’s right under Clause 30.3 is subject to the Purchaser’s continuing right to terminate this Agreement under Clause 30.2(a).

31.

FURTHER INVESTIGATIONS BY PURCHASER

31.1

This Agreement is also subject to and conditional upon the Purchaser satisfying itself by the Finance Date:-

(a)

as to the provisions of any easement registered on the title to the Land;

(b)

as to the boundaries of the Land and as to any encroachments;

(c)

as to the terms of the release of any charge registered over the Vendor at the Australian Securities and Investment Commission so far as such release may affect the land;

(d)

as to the results of its searches of the Environmental Management Register and of the Contaminated Land Register;

(e)

as to the results of its land tax search;

(f)

as to the results of its searches with the local authority concerning town planning and developments, building, health, plumbing, sewerage and drainage, rates, resumptions or realignments, outstanding charges, flood and access details (road maintenance) (if applicable);

(g)

as to the results of its Main Roads search;

(h)

as to the results of an inspection of the air conditioning equipment servicing the buildings erected on the land by AHW (Queensland) Pty Ltd, Engineering Consultants;

(i)

as to the terms of the Certificates of Currency of Insurance to be provided by the Lessee to the Lessor pursuant to the provisions of Clause 7.2 of the Lease.

31.2

If the Purchaser does not obtain satisfactory search results by the Finance Date, or such additional time as may be agreed by the parties, the Purchaser may give notice of termination of this Contract to the Vendor.  In that event, the Stakeholder will account to the Purchaser for the Deposit within 3 working days of receiving a copy of the relevant notice of termination.

32.

DEPRECIATION SCHEDULE

32.1

On or before the date which is 3 business days prior to the Date for Completion, the Vendor must provide to the Purchaser details of the construction and fitout costs of the Premises (“the Schedule”) sufficient to enable the Purchaser properly to calculate the depreciation allowable to the Purchaser under Division 43 of the Income Tax Assessment Act 1997 (Cth), such Schedule to be satisfactory to the Purchaser’s accountant.

32.2

In the event that the Vendor fails to provide the Schedule to the Purchaser in accordance with this Clause 32 the Purchaser may terminate this Agreement by written notice to the Vendor in which event all moneys previously paid by the Purchaser to the

Vendor or to the Stakeholder as the case may be must be refunded to the Purchaser by the Vendor or Stakeholder as the case may be.

THIS AGREEMENT has been signed on the date specified at the commencement of this Agreement.

THE COMMON SEAL of SIZZLER

)

AUSTRALIA PTY LTD

)

Director

ACN 010 060 876 is affixed as required

)

by the terms of its Constitution:-

)

)

)

Director/Secretary

THE COMMON SEAL of  CRANPORT

)

PTY LTD ACN 010 271 271 as Trustee for

)

Director

THE THIE FAMILY TRUST is affixed as

)

required by the terms of its Constitution:-

)

)

)

Director/Secretary

Address:

Sizzler Ipswich – ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇

Description:

- ▇▇▇ -

▇

- ▇▇▇▇ -

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- Title Reference -

16965059

- County -

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Ipswich

Encumbrances

(if any)

Easement No 602424322

Drainage Easement to the Council of the City of Ipswich

•

Auto urn

•

Chip freezer

•

Chip fryers and timers

•

Cold room and store room shelving

•

Corporate signage and menu boards

•

Counter cache

•

Counters and associated refrigeration

•

Dishwasher and hoodwork

•

Display cabinets

•

Electric range

•

Facsimile

•

Finishing and holding cabinet

•

Fire extinguishers

•

Freestanding miscellaneous electrical equipment

•

Furniture (loose) and screens

•

Glass washer

•

Grills and ▇▇▇▇ line equipment

•

Hand dryers

•

Icemaker

•

Insect exterminators

•

Internal plants

•

Kitchen stainless steel and benches

•

Mechanical ventilation

•

Microwaves

•

Miscellaneous free standing refrigeration

•

Mixer and slicer

•

Music system

•

Office computer equipment

•

Ovens and complementary accessories (trolley)

•

Point of sale equipment

•

Post mix equipment

•

Poster holders

•

Prints

•

Safe

•

Salad and food bars

•

Security system

•

Shortening tender

•

Small wares

•

Steam kettles

•

Steamers

•

Time clock

•

Equipment which replaces any aforementioned item of equipment during the Term

CLAUSE

PAGE

1.

DEFINITIONS

1

2.

INTERPRETATION

3

3.

SALE AND PURCHASE

3

4.

PURCHASE PRICE

3

5.

INVESTMENT OF DEPOSIT

4

6.

LEASE

4

7.

COMPLETION

5

8.

TITLE

6

9.

ERRORS AND MISDESCRIPTIONS

6

10.

APPORTIONMENT OF OUTGOINGS

6

11.

PURCHASER’S DEFAULT

6

12.

PURCHASER’S RISK

7

13.

COSTS

7

14.

VENDOR’S STATEMENT

7

15.

TIME OF THE ESSENCE

8

16.

NOTICES

8

17.

PROPERTY ADVERSELY AFFECTED

8

18.

SURVEY & INSPECTION

9

19.

VENDOR’S F F & E

10

20.

JOINT AND SEVERAL LIABILITY

10

21.

ENTIRE AGREEMENT

10

22.

GOVERNING LAW

10

23.

NO MERGER

10

24.

PERFORMANCE ON BUSINESS DAYS

10

25.

FURTHER ASSURANCES

11

26.

AMENDMENTS

11

27.

FOREIGN ACQUISITIONS AND TAKEOVERS ACT

11

28.

COUNTERPARTS AND FACSIMILE

12

29.

GUARANTEE

12

30.

FINANCE

12

31.

FURTHER INVESTIGATIONS BY PURCHASER

13

32.

DEPRECIATION SCHEDULE

13

SCHEDULE 1 – LAND

16

SCHEDULE 2 - LEASE

17

SCHEDULE 3 – DISCLOSURE STATEMENT

18

SCHEDULE 4 – VENDOR’S F F & E

19

SCHEDULE 5 – PERMIT TO ENTER

19

FORM 7 Version ▇

▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and Land ▇▇▇ ▇▇▇▇

LEASE/SUB LEASE

Page 1 of 33

Dealing No.

Stamp Duty Imprint

1.

Lessor

Lodger Name, address & phone number Lodger Code

Cranport Pty Ltd ACN 010 271 271 atf The Thie Family Trust under instrument number 701678780

Telephone:

Facsimile:

2.

Description of Lot

County

Parish

Title Reference

Lot 1 on RP 209332

▇▇▇▇▇▇▇

Ipswich

16965059

3.

Lessee     Given names

Surname/Company name and number

(include tenancy if more than one)

Sizzler Australia Pty Ltd ACN 010 060 876

4.

Interest being leased

Fee Simple

5.

Description of premises being leased

The whole of the Land

6.

Term of lease

7.

Rental/Consideration

Commencement date:           03.05.2000

$99,996.00

*Expiry date:                          02.05.2008

*not required for leases in a retirement village

8.

Grant/Execution

The Lessor leases the premises described in item 5 to the lessee for the term stated in item 6 subject to the covenants and conditions contained in the attached schedule and acknowledges the debt or liability secured by this lease.

Witnessing Officer

Execution Date

Lessor’s Signature

  signature

/

/

See Enlarged Panel

  full name

  qualification

as per Schedule 1 of Land Title Act 1994 (eg Legal Practitioner, JP, C.Dec)

9.

Acceptance

The Lessee accepts the lease and acknowledges the amount payable or other considerations for the lease.

Witnessing Officer

Execution Date

Lessee’s Signature

  signature

/

/

See Enlarged Panel

  full name

  qualification

as per Schedule 1 of Land Title Act 1994 (eg Legal Practitioner, JP, C.Dec)

FORM 20 Version 1

QUEENSLAND LAND REGISTRY

Land Title ▇▇▇ ▇▇▇▇ and Land ▇▇▇ ▇▇▇▇

ENLARGED PANEL

Page 2 of 33

Title Reference:  16965059

8.

Grant/Execution

The Lessor leases the premises described in item 5 to the lessee for the term stated in item 6 subject to the covenants and conditions contained in the attached schedule and acknowledges the debt or liability secured by this lease.

Witnessing Officer

Execution Date

Lessor’s Signature

  signature

/

/2000

Director

  full name

  qualification

as per Schedule 1 of Land Title Act 1994 (eg Legal Practitioner, JP, C.Dec)

Director/Secretary

9.

Acceptance

The Lessee accepts the lease and acknowledges the amount payable or other considerations for the lease.

Witnessing Officer

Execution Date

Lessee’s Signature

  signature

/

/2000

Director

  full name

  qualification

as per Schedule 1 of Land Title Act 1994 (eg Legal Practitioner, JP, C.Dec)

Director/Secretary

FORM 20 Version 1

QUEENSLAND LAND REGISTRY

Land Title ▇▇▇ ▇▇▇▇ and Land ▇▇▇ ▇▇▇▇

SCHEDULE

Page 3 of 33

Title Reference:  16965059

1.

REFERENCE DATA

ITEM 1

PARTIES

Lessor:

Cranport Pty Ltd ACN 010 271 271

atf The Thie Family Trust

Address for Notices:

▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇  ▇▇▇  ▇▇▇▇

Telephone:

Facsimile:

Solicitors for Lessor:

Birch & Co

PO Box 6089

Upper Mt ▇▇▇▇▇▇▇

Lessee:

Sizzler Australia Pty Ltd

Address for Notices

▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇  ▇▇▇  ▇▇▇▇

Telephone:

▇▇▇▇ ▇▇▇▇

Facsimile:

3352 0894

Solicitors for the Lessee:

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

GPO ▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇  ▇▇▇  ▇▇▇▇

ITEM 2

TERM

Term:

8 years

Commencement Date:

03.05.2000

Termination Date:

02.05.2008

ITEM 3

PREMISES

Premises:

The whole of the Land including the Sizzler Restaurant building and other improvements constructed on the Land.

Address:

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇

Real Property Description:

▇▇▇ ▇ ▇▇ ▇▇ ▇▇▇▇▇▇

ITEM 4

ANNUAL RENT

Annual Rent:

$99,996.00

)

Subject to Clauses 3.1 and 3.2

Monthly Rent:

$8,333.00

)

ITEM 5

ANNUAL RENT REVIEW PROCEDURE

In accordance with Clause 3.2

FORM 20 Version 1

QUEENSLAND LAND REGISTRY

Land Title ▇▇▇ ▇▇▇▇ and Land ▇▇▇ ▇▇▇▇

SCHEDULE

Page 4 of 33

Title Reference:  16965059

ITEM 6

RENT REVIEW DATES

At the commencement of the second and subsequent Lease Years

Market Review Date:  the first day of the first Lease Year of the Option Term (if exercised)

ITEM 7

PERCENTAGE OF OUTGOINGS PAYABLE BY LESSEE

100%

ITEM 8

PERCENTAGE RENT

5% of Gross Sales in excess of the Percentage Rent Qualification Threshold.

Percentage Rent Qualification Threshold for Year 1:  $2,032,375.00

ITEM 9

USE OF PREMISES

Restaurant

ITEM 10

INSURANCE REQUIREMENTS

As per Clause 7

ITEM 11

FIRST OPTION TO RENEW

First Option Term:

5 years

Date of Commencement of  First Option Term:

03.05.2008

Date by which First Option
must be exercised in writing: Three months prior to Termination Date

ITEM 12

SECOND OPTION TO RENEW

Second Option Term:

5 years

Date of Commencement of

Second Option Term:

03.05.2013

Date by which Second Option
must be exercised in writing: Three months prior to Termination Date

ITEM 13

GUARANTOR

▇▇▇▇▇▇▇ Foods International Pty Ltd ARBN ▇▇▇ ▇▇▇ ▇▇▇

FORM 20 Version 1

QUEENSLAND LAND REGISTRY

Land Title ▇▇▇ ▇▇▇▇ and Land ▇▇▇ ▇▇▇▇

SCHEDULE

Page 5 of 33

Title Reference : 16965059

2.

DEFINITIONS AND INTERPRETATIONS

2.1

Definitions

“Annual Rent” is the amount stated in Item 4.

“Annual Rent Review Procedure” is set out in Item 5.

“Air Conditioning Equipment” means the plant, electrical installations, ductwork and diffusers used for the manufacture and reticulation of conditioned air throughout the Premises and includes all mechanical ventilation.

“Building” means the improvements and structures erected on the Land, including the Air Conditioning Equipment.

“Commencement Date” means the date stated in Item 2 as the Commencement Date.

“Company” means a company other than a company whose shares are listed on any Australian Stock Exchange.

“Consumer Price Index” means the All Groups Index for the city of Brisbane; provided that if the All Groups Index is discontinued or suspended, then the Lessor may select another index which is the closest to the discontinued or suspended All Groups Index.

“Essential Term” means Clauses 3.1, 3.3, 5.1, 7.1 and 10.1.

“First Option Term” means the period of the extended lease term referred to in Item 11 and Clause 13.

“Guarantor”means the person or persons named in Item 13 and each of their respective successors and assigns.

“Gross Sales” means the aggregate of all money and the money value of non-monetary items received or receivable, and any other remuneration for all goods and services sold or otherwise disposed of on or from the Premises for cash or credit or otherwise by the Lessee or any permitted licensee or concessionaire, without reserve or deduction for bad debts, including but not limited to:-

(a)

Order(s) which originate from or are accepted at the Premises but delivery or performance is made at or from any place other than the Premises and vice versa;

(b)

Sales made as a result of business obtained away from the Premises by persons operating from or reporting to the Premises;

(c)

Mail, telephone, facsimile transmissions or other similar orders received, submitted or completed at or from the Premises;

FORM 20 Version 1

QUEENSLAND LAND REGISTRY

Land Title ▇▇▇ ▇▇▇▇ and Land ▇▇▇ ▇▇▇▇

SCHEDULE

Page 6 of 33

Title Reference : 16965059

(d)

All sales made or services provided by means of mechanical or other vending devices in the Premises;

(e)

Any sales made or services provided which are the result of transactions originating on the Premises of stock provided but not kept at the Premises;

(f)

Any sale made or services provided which in the normal course of business would or should be credited or attributed to the business effected on the Premises;

(g)

Any other money and monetary value of non-monetary items received by the Lessee in the course of business in the Premises which are not included or excluded by the other provisions of this Lease.

Gross Sales do not include:

(a)

The net amount of discounts reasonably and properly allowed to any customer in the usual course of business;

(b)

The amount of losses incurred in the resale or disposal of goods reasonably and properly purchased from customers as trade-ins in the usual course of business;

(c)

The amount of uncollected credit accounts written off by the Lessee;

(d)

The amount of any cash or credit refund allowed on a sale of goods or services the proceeds of which have previously been included as gross receipts where the merchandise is returned and the sale cancelled or fees for the services are refunded wholly or partly;

(e)

The amount of any instalment of purchase monies refunded to customers where a layby transaction is cancelled;

(f)

The amount of any purchase, goods and services, sales, receipts or other similar tax imposed upon the purchase price or cost of hire of merchandise or services at the point of sale or hire;

(g)

The cost of delivery;

(h)

The price of merchandise exchanged between stores of the Lessee made solely for the convenient operation of the business of the Lessee and not for the purpose of concluding a sale made at or from the Premises;

(i)

The price of merchandise returned to shippers, wholesalers or manufacturers;

(j)

The amount received from the sale of the fixtures and fittings of the Lessee from the Premises; and

(k)

Receipts from lottery sales made on a commission basis other than amounts derived as commission or fees from those sales.

FORM 20 Version 1

QUEENSLAND LAND REGISTRY

Land Title ▇▇▇ ▇▇▇▇ and Land ▇▇▇ ▇▇▇▇

SCHEDULE

Page 7 of 33

Title Reference : 16965059

“Gross Sales Certificate” means a Statement of the Lessee’s Gross Sales for a particular period certified by the Lessee.

“Land” means the land described in Item 2 of the Form 7.

“Lease Year” means each separate year of the Term (including any broken periods).  For the purposes of this Lease, the first Lease Year commences on the Commencement Date and ends on the following June 30.  Each successive Lease Year commences on July 1 and ends on June 30, apart from the final Lease Year, which ends on the Termination Date.

“Lessee” means the Lessee named in Item 3 of the Form 7 together with its executors, administrators and permitted assigns.  Unless inconsistent with the context, the term includes the Lessee’s employees, agents, customers and invitees.

“Lessor” means the Lessor referred to in Item 1 of the Form 7, together with its successors and assigns. Unless inconsistent with the context the term includes all persons authorised by the Lessor to act on its behalf.

“Option Term” means the period of the extended lease term referred to in either Item 11 and/or Item 12 and Clause 13.

“Outgoings” means the following expenses which the Lessor shall be entitled to recover from the Lessee:-

(a)

rates, levies and other charges imposed by the Local Authority with relation to the occupation of the Land;

(b)

Body Corporate Administrative Levies payable in respect of the Land (if applicable).