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15 July 2001

Form 603

Corporations Act 2001
Section 671B

Notice of initial substantial holder

			ATECH HOLDINGS LTD
To Company Name/Scheme ACN/ARSN		ACN 004 080 460

ACN / ARSN (if applicable)		ABN 94 045 273 253
	The hokter became a substantial holder on			$17$ / 11 $12006$
2. Details of voting power				(2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:		The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate
	Class of securities (4)	Number of securities		Persons' votes (5)		Voting power (6) 15.5%
ORDINARY		3,012,019		3,012,019
a substantial holder are as follows: CONSULTANTS PTY LTD	Holder of relevant interest BOURKE STREET PROPERTY	Nature of relevant interest (7) The holder acquired a relevant securities In . the interest purchased pursuant to a Share Sale and Purchase Agreement dated 17 November 2006, Certified copy is attached as Annexure "A"			Class and number of securities 3,012,019 ORDINARY SHARES

4. Details of present registered holders Holder of relevant interest	Registered holder of securities	The persons registered as holders of the securities referred to in paragraph 3 above are as follows: Person entitled to be registered as holder (8)			Class and number of securities
LTD	BOURKE STREET PROPERTY CONSULTANTS PTY		CHENG TONG WILFRED CHOO	BOURKE STREET PROPERTY CONSULTANTS PTY LTD		3,012,019 ORDINARY SHARES
5. Consideration	holder became a substantial holder is as follows: Holder of relevant		Date of acquisition	Consideration (9)		The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial Class and number of securities
	Interest BOURKE STREET PROPERTY CONSULTANTS PTY LTD.			Non-cash Cash
			17/11/08	NIL \$500,000.00		ORDINARY 3,012,019

060750\D\Form 603.17 11 06					SICE 0156

A DRIGHT PHORMACY

$b\forall dE$ 81\13

6. Associates The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows: Nature of association Name and ACN/ARSN (If applicable) 7. Addresses The addresses of persons named in this form are as follows: Address Name 11 ERSKINE STREET, ARMADALE, VICTORIA 3143, BOURKE STREET PROPERTY AUSTRALIA CONSULTANTS PTY LTD Signature EMMA WHEELER DIRECTOR Capacity print name 12006 date $Q1$ $I$ $I1$ Emma Wheeler sign here DIRECTIONS If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager $\bf{u}$ and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.











See the definition of "associate" in section 9 of the Corporations Act 2001. (2)
See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations A. (3)
The voting shares of a company constitute one class unless divided into separate classes. (4)
The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate (5) has a relevant interest in.
The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. (6)
Include details of: (T)
any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any (a.) document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the (b) securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
if the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown". (8)
Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of (9) a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

060750\D\Form 603.17 11 06

$\frac{175}{175}$ $\frac{175}{175}$ $\frac{175}{175}$ $\frac{175}{175}$ $\frac{175}{175}$ $\frac{175}{175}$ $\frac{175}{175}$ $\frac{175}{175}$ $\frac{175}{175}$ $\frac{175}{175}$ $\frac{175}{175}$ $\frac{175}{175}$ $\frac{175}{175}$ $\frac{175}{175}$ $\frac{175}{175}$ $\frac{175}{175$

$650₁$

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A DISIGNE PHARMACY

This is the annexure of 9 pages marked "A" mentioned in the Form 603 Notice of initial substantial holder signed by me and dated 11/11/2006

and and the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the co

Signed by:

Frana Wherder
Signature

Director
Capacity (director or secretary)

Emma Wheeler

$\frac{21}{Dale}$

060750\d\"annexure to asic form 603.doc"

$EV = 63/15$

⁴ ORROWED PHONAGY

$51750156$

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I certify this to be a true copy of the original document of which this purports to be a copy.

Dated: 21/11/2006

Signed by:

Enna Wherler

Emma Wheeler Director Bourke Street Property Consultants Pty Ltd (ABN 94 045 273 253)

Bourke Street Property Consultants Pty Ltd (ABN 94 045 273 253) and

Cheng Tong Wilfred Choo

SHARE SALE AND PURCHASE AGREEMENT

SCHETZER BROTT & APPEL

LAWYERS & CONSULTANTS LEVEL 4, 50 MARKET STREET MELBOURNE VIC 3000 TEL: 9614 7000 FAX: 9614 7100 DX: 31315 MIDTOWN EMAIL: [email protected] REF: ML:

$SICE$ $0156$

ADAMSAHA BHORRID⁴

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THIS AGREEMENT is made on

AND CHENG TONG WILFRED CHOO of 5 Siglap Road, #06-44, Singapore 448908 (Seller)

RECITALS

The Seller is the legal and beneficial owner of the Sale Shares. A.

$\mathbf{R}$ The Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller, the Sale Shares on the terms and conditions of this Agreement.

OPERATIVE PROVISIONS

$\mathbf{L}$ INTERPRETATION

$1.1$ Definitions

In this Agreement, unless the context requires otherwise:

Agreement means this document, as amended from time to time by the Parties in writing:

Business Day means a day other than a Saturday, Sunday or public holiday on which trading banks generally are open for business in Melbourne, Victoria, Australia:

Company means Atech Holdings Ltd (ACN 004 080 460);

Completion means completion of the sale and purchase of the Sale Shares under clause 4:

Completion Date means 20 November, 2006 or any other date as agreed by the Parties in writing:

Condition Precedent means the condition precedent set out in clause 2.1;

Contract Date means the date of execution and exchange of this Agreement:

Corporations Act means Corporations Act 2001 (Cth);

Encumbrance means any mortgage, lien, charge, piedge, claim or other encumbrance, and Encumber means to create an Encumbrance;

Parties means the Seller and the Purchaser, and Party means either one of them;

Purchase Consideration means \$500,000,00.

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ADAMSAHA BMDARO ·

$GIZE-BIS6$ Z0:61 900Z/II/IZ Sale Shares means 3,012,019 fully paid ordinary shares in the Company held by the Seller as at the Contract Date:

Schedule means a schedule to this Agreement:

Warranties means the warranties set out in Schedule 1, and Warranty means any one of them.

$1.2$ Construction

In this Agreement, unless the contrary intention appears:

$(a)$ headings are for ease of reference only and do not affect the meaning of this Agreement;
$(b)$ the singular includes the plural and vice versa and words importing a gender include other genders:
other grammatical forms of defined words or expressions have corresponding $(c)$ meanings:
$(d)$ a reference to a clause, paragraph, schedule, annexure or attachment is a reference to a clause or paragraph of or schedule, annexure or attachment to this Agreement and a reference to this Agreement includes its schedules. annexures and attachments;
a reference to a document or agreement, including this Agreement, includes $(e)$ a reference to that document or agreement as novated, altered or replaced from time to time:
$(f)$ a reference to a party includes a reference to the party's executors, administrators, successors, substitutes and assigns.
words and expressions importing natural persons include partnerships, $(q)$ bodies corporate, associations, governments and governmental and local authorities and agencies, and vice versa;
$(h)$ "\$" or dollars is a reference to the lawful currency of Australia; and
$(1)$ If a day for a thing to be done under this Agreement falls on a day which is not a Business Day, such thing is to be done on the next Business Day.

$2.$ CONDITIONS PRECEDENT

$2.1$ Conditions

Completion will not take place and this Agreement (except for clauses 1, 2, 5, 6 and 7) does not become binding and will have no effect unless and until the following conditions are satisfied:

the Warranties must be true and correct on and as of the Contract Date and $(a)$ the Completion Date; and

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without limitation, the Purchaser has not received written notice (including $(b)$ electronically) alleging that the Sale Shares are Encumbered.

Seller's obligations $2.2$

The Seller must:

use his best efforts and endeavours to procure the satisfaction of the $(a)$ Conditions Precedent: and
on or before the Completion Date, deliver to the Purchaser or its legal (b) advisers evidence satisfactory to the Purchaser of the satisfaction of the Conditions Precedent specified in clause 2.1(a).

$2.3$ Walver

The Parties acknowledge and agree that the Conditions Precedent are for the sole benefit of the Purchaser, and the Purchaser may waive any or all of the Conditions Precedent in whole or in part without prior notice to the Seller. No such waiver of a Condition Precedent constitutes a waiver by the Purchaser of any of its other rights or remedies at law or in equity.

$2.4$ Termination

If all the Conditions Precedent are not fulfilled on or before the Completion Date the Purchaser may terminate this Agreement with immediate effect by giving written notice of termination to the Seller.

$\mathbf{3}$ . SALE AND PURCHASE OF SALE SHARES

Subject to the satisfaction of the Conditions Precedent, on the Completion Date, the $3.1$ Seller will sell and the Purchaser will purchase the Sale Shares on the terms and conditions of this Agreement, free of any Encumbrance and with all rights, including dividend and voting rights, attached or accrued to the Sale Shares on or after the Contract Date.
On the Contract Date, the Purchaser will deposit the Purchaser's Consideration with $3.2$ the Purchaser's legal advisor and will procure the Purchaser's legal advisor to advise the Seller that it holds such monies in trust for the Purchaser.

COMPLETION 4.

Place for Completion 4.1

Completion of the sale and purchase of the Sale Shares will take place at 3.00pm on the Completion Date or at any other time agreed by the Parties.

$4.2$ Purchaser's obligation

On Completion, the Purchaser will instruct the Purchaser's legal advisor to pay the Purchase Consideration to the Seller by telegraphic transfer to a bank account nominated by the Seller and notified to the Purchaser at least two Business Days prior to Completion, or by any other method as agreed by the Parties.

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4.3 Seller's obligations

On Completion:

the Seller must, deliver to the Purchaser, in respect of the Sale Shares: $(a)$
a share transfer form in registrable form in favour of the Purchaser as $(1)$ transferee, duly executed by the Seller as transferor; and
$(ii)$ all share certificates or issuer sponsored statements; and
$(b)$ the Seller must deliver to the Purchaser, in respect of the Sale Shares, such other relevant documents as the Purchaser may have reasonably required by notice in writing to the Seller or its legal adviser at least two Business Days before Completion.

Title in Sale Shares A A

Unencumbered legal and beneficial title to the Sale Shares passes to the Purchaser on Completion.

4.5 Interdependence of obligations

The obligations of the Parties in relation to Completion are interdependent. $(a)$
$(b)$ All actions at Completion are deemed to take place simultaneously and no delivery or payment is to be taken to have been made until all deliveries and payments have been made.

5. WARRANTIES

$5.1$ Representations and Warranties

The Seller represents and warrants to the Purchaser that, as at the Contract Date and as at Completion, each of the Warranties is true and accurate.

$5.2$ Reliance by Purchaser

The Seller acknowledges and agrees that the Purchaser has entered into this Agreement in reliance on the Warranties.

$5.3$ Accuracy of Warranties

If a Warranty is expressed to be given according to the best of the knowledge, information, belief or awareness of the Seller (or words to that effect), that expression is taken to include a representation that the Seller has made such enquiries, and has had regard to such matters as it considers reasonable and appropriate and which it considers a reasonable person in the Seller's position would have made, to enable the Seller to make a proper, careful and accurate assessment as to the truth and accuracy of the Warranty.

$412E$ 0146

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CRROAD PHARMOY

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5.4 Warranties separate

Each of the Warranties is separate and independent and, except as expressly provided to the contrary in this Agreement, is not limited by reference to any other Warranty, and none of the Warranties is qualified by any actual or constructive knowledge on the part of the Purchaser or any of its agents.

5.5 Indemnity

Except to the extent that the Seller's liability is expressly limited by this Agreement, the Seller will indemnify the Purchaser against all liabilities incurred by the Purchaser by reason of:

any of the Warranties being untrue or inaccurate in any respect: $(a)$
any other representation of the Seller in this Agreement being untrue or $(b)$ inaccurate in any respect; or
$(c)$ any failure by the Seller to fulfil its obligations under this Agreement.

5.6 Survival

The Warranties do not merge upon but survive Completion for the benefit of the Purchaser.

6. TERMINATION

$6.1$ Grounds for termination

The Purchaser may at any time before Completion terminate this Agreement with immediate effect by giving written notice of termination to the Seller if all the Conditions Precedent are not fulfilled by the Completion Date.

$6.2$ Consequence of termination

If this Agreement is terminated in accordance with clause 6.1:

$(a)$ the Purchaser will instruct its legal advisor to repay the Purchaser Consideration to, or at the direction of, the Purchaser; and
the Parties will be released from any further liabilities and obligations under $(b)$ this Agreement.

7. GENERAL

$7.1$ Governing law

This Agreement is governed by the laws in force in Victoria, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Victoria, Australia.

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$7.2$ Further Action

Each Party must use its best efforts to do all things necessary or desirable to give full effect to this Agreement.

$7.3$ Counterparts

This Agreement may be executed in any number of counterparts.

$7.4$ Alteration

This Agreement may be altered only in writing signed by each Party.

7.5 Stamp duty

The Purchaser will, as between the Parties, be liable for and duly pay all stamp duty on or relating to this Agreement and any Agreement executed under it.

$7.6$ Costs

Each Party must bear its own costs of negotiating, preparing and executing this Agreement.

7.7 Assignment

No Party may assign or otherwise Encumber any right under this Agreement without the prior written consent of the other Party.

$7.8$ Entire Agreement

This Agreement constitutes the entire agreement of the Parties and supersedes all prior agreements, understandings and negotiations on the subject matter of this Agreement.

Exchange by Facsimile 7.9

The parties agree that the execution of this Agreement by exchange of executed parts by facsimile will be binding on the parties.

* * * * *

ADVIABITED SHOBARD

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EXECUTED as an agreement.

Executed by
BOURKE STREET PROPERTY CONSULTANTS PTY LTD (ABN 94 045 273 253) in accordance with section 127 of the Corporations Act.

Signature of Director

Name of Director (print)

Signed by CHENG TONG WILFRED CHOO in the presence of:

Signature of Director/Secretary

Name of Director/Secretary (print)

Signature of Cheng Tong Wilfred Choo

Signature of Witness

Name of Witness (print)

ADVIABULE SNORED