Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme	Intec Limited
ACN/ARSN	ACN 001150849
1. Details of substantial holder(1)
Name	La Jolla Cove Investors, Inc.
ACN/ARSN (if applicable)	N/A
The holder ceased to be a substantial holder on		23/08/10
The previous notice was given to the company on		18 / 08 / 10
The previous notice was dated		18/18/10

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

relevant interest changed	change (4)	given in relation to change(5)	number of securities affected	affected
	Sold shares on-market ruggiant to terms in annoying.	\$12,000	600,000	600,000
		La Jolla Cove Investors

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A	N/A

4. Addresses

The addresses of persons named in this form are as follows:

Name
La Jolla Cove Investors, Inc.	1150 Silverado, Suite 218, La Jolla, CA 92037

$\overline{a}$ .

Signature

print name Travis Huff	Director capacity
sign here	200 date

1795 Union Street, 3rd Floor San Francisco, CA, 94123 Phone: (415) 409-8703 Fax: (415) 409-8704 www.ljcinvestors.com

This is annexure "A" of 38 pages referred to in form 605 Notice of ceasing to be a substantial holder.

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Travis Huff Director 09/09/10

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement dated as of November 16, 2009 (this "Agreement") is made by and between Intec Ltd (ACN 001 150 849), a corporation organized under the laws of Australia, whose Ordinary Shares are traded on the Australian Securities Exchange (the "ASX"), with registered offices located at Level 3, 2 Elizabeth Plaza, North Sydney, NSW, Australia, 2060 (the "Company"), and La Jolla Cove Investors, Inc., a California corporation ("Holder"). All references to "cash" or "\$" herein means currency of the United States of America, unless otherwise specified herein. In addition, all conversions of currency necessary under the terms of this Agreement or the Note shall be made utilizing the then applicable conversion rates quoted in the current edition of the Wall Street Journal or such other conversion rate as is mutually agreed upon by the parties hereto.

WHEREAS, Holder desires to purchase from the Company, and the Company desires to issue and sell to Holder, upon the terms and subject to the conditions of this Agreement, Convertible Notes of the Company in the aggregate principal amount of \$3,000,000 (the collectively, the "Notes," and individually, the "Note"); and

WHEREAS, upon the terms and subject to the conditions set forth in the Note the Note is convertible into the Company's Ordinary Shares (the "Ordinary Shares").

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

I. DEFINITIONS

The terms defined in this Agreement whenever used in this Agreement have the following respective meanings:

"ASIC" means the Australian Securities and Investments Commission. $i)$
"ASX" means the ASX Limited (ABN 98 008 624 691) and the market $\mathbf{ii}$ operated by it, the Australian Securities Exchange, as relevant.
"ASX Listing Rules" means the listing rules of the ASX. iii)
"ASX Market Rules" means the market rules of the ASX. $iv)$

"Cleansing Statement" means a statement issued by the Company in $v)$ compliance with sections 708A(5) and 708A(6) of the Corporations Act.

"Corporations Act" means the Australian Corporations Act 2001 (Cth). $vi)$

"Lien" (or "Liens") means any assignment, transfer, pledge, mortgage, $vii)$ security interest or other encumbrance of any nature, or an agreement to do so, or the ownership or acquisition or agreement to acquire any asset or property of any character subject to any of the foregoing encumbrances (including any conditional sale contract or other title retention agreement).

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II. PURCHASE AND SALE OF NOTE

A. Transaction. Holder hereby agrees to purchase from the Company, and the Company has offered and hereby agrees to issue and sell to Holder in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the prospectus requirements of the Corporations Act, the Note.

Purchase Price; Form of Payment. The purchase price for the Note to be B. purchased by Holder hereunder shall be \$1,500,000 (the "Purchase Price"). The Holder shall pay the Purchase Price in the following manner:

Within two business days after the execution of this Agreement $i)$ (the "Funding Commencement Date"). Holder shall pay by wire transfer of \$250,000 (the "Initial Purchase Price Payment") in immediately available funds to the Company;

Subsequent to the delivery of the Initial Purchase Price Payment, $ii)$ the Holder shall deliver via wire transfer of immediately available funds on a monthly basis commencing with the monthly period that commences thirty days after the Funding Commencement Date, on any date(s) of such month as selected in the sole and absolute discretion of the Holder (each date, the "Purchase Price Payment Date") and amount equal to not less than \$250,000, (or such lesser amount that equals the remaining amount of the Purchase Price to be paid by Holder), with the amount, if any, in excess of such sums to be determined by and in the sole and absolute discretion of the Holder, until the entire Purchase Price has been paid by Holder, subject to the satisfaction of each of the following conditions on each Purchase Price Payment Date (provided that Holder may, in Holder's sole and absolute discretion, waive all or any of the following conditions):

The Holder may sell no later than one day after their issue $(1)$ all of the Ordinary Shares issuable to the Holder upon the Holder's conversion of all or any portion of the Note on the ASX pursuant to all applicable laws, rules and regulations, including without limitation, all rules and regulations of the ASX, the Corporations Act and the securities laws of the United States of America, as such laws, rules and regulations may be amended from time to time, or any similar laws, rules or regulations hereafter adopted by any applicable authority; provided however, that within one year of the issuance of the Ordinary Shares, Holder will transfer such Ordinary Shares, if at all, only outside the United States via the Australian Securities Exchange and neither the Holder nor any person acting on its behalf shall know that such transaction has been pre-arranged with a buyer who is a U.S. Person (as that term is defined in Securities Act Rule 902(k));

under the Note:

No Event of Default (as defined in the Note) has occurred $(2)$

$(3)$ The Company shall have obtained all consents and approvals, including without limitation all applicable shareholder consents, necessary for the issuance to the Holder of the Note and the sale by the Holder not later than one day after their issue of the Ordinary Shares issuable to the Holder upon the Holder's conversion of all or any portion of the Note:

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The Company shall have obtained all confirmations, $(4)$ waivers and approvals, from any Australian regulatory authority, (including the ASX) necessary for the issuance of the Note and the Ordinary Shares to the Holder.

The Company shall have honored all Conversion Notices $(5)$ (as defined in the Note) submitted by the Holder within the applicable time period set forth in the Note, and the Ordinary Shares Issued at Conversion (as defined in the Note) in connection with such Conversion Notices shall be resaleable no later than one day after their issue in full in compliance with all applicable (including Australian) laws, rules and regulations by the Holder on the ASX; and

The average Volume Weighted Average Price (as defined $(6)$ in the Note) per share of the Company's Ordinary Shares for every period of ten consecutive Trading Days (as defined in the Note) during the term of the Note shall not be less than \$AU0.01 (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like)

Simultaneously with the execution of this Agreement, the Company shall deliver the Note (which shall have been duly authorized, issued and executed by the Holder or, if the Company otherwise has been notified, by the Holder's nominee) to the Holder. Notwithstanding the foregoing, and with respect only to the first Note in the principal amount of \$1,500,000 sold hereunder and not with respect to any of the Second Note, in the event that the Volume Weighted Average Price per Ordinary Share falls below \$AU0.0075 at any time prior to the date that is one hundred twenty days after the Funding Commencement Date, either party may, in such party's sole and absolute discretion by delivery of written notice to the other at any time prior to the date that is one hundred twenty days after the Funding Commencement Date, terminate the rights and obligations of the Holder to purchase and the Company to sell each of the remaining portions of the first Note to be sold under the terms of this Agreement (such right referred to herein as the "First Termination Right"). In the event that Holder so terminates Holder's right and obligation to purchase all of the remaining amount of the first Note to be sold hereunder under the terms of this Section II.B., the Holder shall have no obligation to pay any of the Purchase Price associated with such remaining portion of the Note and Holder shall have no further obligations or duties under this Agreement, the Note or any agreements or notes entered into in connection with any of such remainder of such Note with respect to the purchase of any of such remaining portion of the Note or any of the Second Note or other duties, including without limitation, any duty of the Holder to deliver any additional funds to the Company in connection with the purchase of any of the remaining portion of the Note or any of the Second Note, provided however, that other than with respect to the removal of the requirement to purchase and enter into the remaining portion of the Note or any of the Second Note, the Company and the Holder shall remain obligated and bound by the remaining terms and conditions of this Agreement, the Note, and any agreements or notes previously entered into in connection with the Note, including without limitation the obligation of the Company to honor the terms of the Note to the extent of the purchase price actually received therefor.

The purchase of the Note is conditional on the Company obtaining iii) all the necessary approval requirements under Australian law, including approvals under section

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611 item 7 of the Corporations Act and ASX Listing Rule 7.1 required for the issuance of the Note and any conversion of the Note by Holder.

The Company shall promptly convene an extraordinary $1)$ general meeting ("EGM") to obtain section 611 item 7 approval (and ASX Listing Rule 7.1 approval to the extent required, noting however ASX Listing Rule 7.2, Exception 16 where section 611 item 7 approval is obtained) and shall use its reasonable endeavors to obtain such approval within 90 days from the date hereof.

For the avoidance of doubt, the payment of any portion of $(2)$ the Purchase Price and issuance of any Note resulting in the acquisition by Holder of a 'relevant interest' in excess of 19.9% under this Agreement shall be conditional upon receipt of the Company's shareholder approval for the acquisition of such securities beyond that limit.

Second Note. Provided that no Event of Default (as defined in the Note) has $\mathbf{C}$ occurred under the Note (provided that Holder may, in its sole and absolute discretion waive the occurrence of such Event of Default with respect to this Section), Holder shall, in Holder's sole and absolute discretion, select a date during the Second Note Period (as defined below) (with such date as selected by Holder referred to herein as the "Second Note Date") at which the Company shall sell and issue and the Holder shall purchase a convertible note in the principal amount of \$1,500,000 in exchange for a purchase price of \$1,500,000 (the "Second Note") and notify the Company in writing of the date at least 10 days before that date (the date of delivery of such notice referred to herein as the "Second Note Notice Date"), with such purchase price paid via cash payments under the same terms and conditions as set forth in Section I.B. of this Agreement, with the form of and terms of the Second Note and payment of the purchase price subject to the same terms and conditions of this Agreement and the Note, as applicable, and when the Second Note is issued, the term "Note" as used in this Agreement shall be deemed to include the Second Note in all respects. The closing of the purchase and sale of the Second Note shall occur within thirty days of the Second Note Date subject to the satisfaction of the conditions in Article IX, unless Company shall have notified Holder within ten (10) days after receiving notice from Holder that Holder intends to purchase the Second Note, that Company desires to terminate the rights and obligations of the Holder to purchase and the Company to sell the Second Note to be sold under the terms of this Agreement. In the event that Company so terminates Holder's right and obligation to purchase the Second Note to be sold hereunder under the terms of this Section, the Holder shall have no obligation to pay any of the Purchase Price associated with such Second Note and Holder shall have no further obligations or duties under this Agreement, the Second Note or any agreements or notes entered into in connection with any of the Second Note or other duties, including without limitation, any duty of the Holder to deliver any additional funds to the Company in connection with the purchase of the Second Note, provided however, that other than with respect to the removal of the requirement to purchase and enter into the Second Note, the Company and the Holder shall remain obligated and bound by the remaining terms and conditions of this Agreement, the first Note, and any agreements or notes previously entered into in connection with the first Note, including without limitation the obligation of the Company to honor the terms of the first Note to the extent of the purchase price actually received therefor. For the purposes of this Agreement, the "Second Note Period" shall

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mean the period that commences on the date hereof and terminates upon the date that the remaining Principal Amount of the Note is equal to an amount not greater than \$50,000.

Non-Funding Penalty. Notwithstanding the foregoing requirements of Holder to D. purchase the Second Note, in the event that Holder does not purchase the Second Note within 10 business days of the date that the delivery of funds associated with such purchase would otherwise be due, upon 20 days' prior written notice from the Company of such failure to so purchase the Second Note (during such time Holder shall have the option to cure such failure to so purchase any Second Note with no penalty attached thereto), and provided further that the Holder has not exercised its First Termination Right, as set forth in this Agreement, Holder shall pay an amount equal to \$25,000 (the "Non-Funding Penalty") to the Company, provided however that in the event that the Ordinary Shares shall trade on the Trading Market (as defined in the Note) at a price per share that is \$AU0.01 or lower at any time during the six month period preceding the date that the Second Note was to have been purchased by Holder under the terms of this Agreement (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), then the Non-Funding Penalty shall be reduced to equal \$5,000. The amount payable by the Holder to the Company in connection with any damages, losses, claims or other amounts in connection with the failure of the Holder to purchase the Second Note shall not exceed \$25,000 (or \$5,000, subject to the terms of this Section) in the aggregate, provided that no amount shall be payable by the Holder under this Section, where the failure to purchase the Second Note arises because the conditions in Article IX have not been satisfied or because Holder has exercised its First Termination Right. Upon the payment of the Non-Funding Penalty to the Company, the Holder shall have no further obligations or duties under this Agreement, the Note or any agreements entered into in connection with the Second Note, if any, with respect to the purchase of the Second Note or other duties to deliver any additional funds to the Company, provided however, that other than with respect to the removal of the requirement to purchase and enter into the Second Note, the Company and the Holder shall remain obligated and bound by the remaining terms and conditions of this Agreement, the Note, and any agreements previously entered into in connection with the Second Note. The Company's sole and exclusive remedy in the event that the Holder fails to purchase the Second Note shall be the right of the Company to receive the Non-Funding Penalty from the Holder.

Non-Funding Election. In the event that the Ordinary Shares shall trade on the Е. Trading Market (as defined in the Note) at a price per share that is \$AU0.01 or lower at any time during the six month period commencing on the date hereof and ending on the six month anniversary of the date hereof (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), the Holder shall have the right, in the Holder's sole and absolute discretion, during the time period commencing on the date hereof and ending on the six month anniversary of the date hereof, to terminate the right and obligation of the Holder to purchase the Second Note through the delivery of written notice to the Company of such termination in the manner provided in Section XVII hereof. In the event that Holder so terminates Holder's right and obligation to purchase the Second Note under the terms of this Section I.G., the Holder shall have no obligation to pay any of the Non-Funding Penalty and shall have no further obligations or duties under this Agreement, the Note or any agreements entered into in connection with the Second Note, if any, with respect to the purchase of the Second Note or other duties to deliver any additional funds to the Company, provided however, that other than with respect to the removal of the requirement to purchase and enter into the

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Second Note and pay any of the Non-Funding Penalty, the Company and the Holder shall remain obligated and bound by the remaining terms and conditions of this Agreement, the Note, and any agreements previously entered into in connection with the Second Note.

HOLDER'S REPRESENTATIONS AND WARRANTIES Ш.

Holder represents and warrants to and covenants and agrees with the Company as follows:

Holder is purchasing the Note and the Ordinary Shares issuable upon $1$ . conversion or redemption of or payment of interest under the Note (the "Conversion Shares" and, collectively with the Note, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act, and will not sell or otherwise transfer the Note or the Conversion Shares without compliance with applicable provisions of Federal and state securities laws or exemptions therefrom.

Holder is (i) an "accredited investor" within the meaning of Rule 501 of $\overline{2}$ . Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities, and (v) if the Holder receives any offer or a solicitation to purchase the Securities within the jurisdiction to which Chapter 6D of the Corporations Act applies, a person satisfying the requirements of section 708(8) of the Corporations Act (a "Sophisticated Investor") and/or a "Professional Investor", as defined under the Corporations Act.

Holder understands that the Securities are being offered and sold by the 3. Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws and those under Chapter 6D of the Corporations Act, and that the Company is relying upon the accuracy of, and Holder's compliance with. Holder's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemptions and the eligibility of Holder to purchase the Securities:

Holder has been provided an opportunity to obtain any and all information $4.$ and ask questions and receive answers concerning the Company and confirms that all information requested by Holder pertaining to this investment or to the Company and its operations has been made available or delivered to Holder.

Holder understands that the Securities have not been approved or 5. disapproved by the Securities and Exchange Commission (the "Commission") or any state or provincial securities commission.

This Agreement has been duly and validly authorized, executed and 6. delivered by Holder and is a valid and binding agreement of Holder enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally

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and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws.

Uncertificated Securities. The Holder acknowledges that the Ordinary 7. Shares issuable in whole or part on conversion of the Note are uncertificated, consistent with the Australian practice, and their ownership is evidenced by entry on the securities registers maintained by a third party and receipt of a holding statement. It is further understood that, as a result of the uncertificated status of the Ordinary Shares, no resale restriction legends of the kind customary in the United States will be available for review to potential third party purchasers of the Ordinary Shares.

IV. THE COMPANY'S REPRESENTATIONS

The Company represents and warrants as of the date hereof to the Holder that, except as set forth on Schedule IV attached hereto, the statements contained in this Section IV are complete and accurate and not misleading as of the date of this Agreement and on the Second Note Date.

As used in this Section 3, the term "Knowledge" shall mean the knowledge of the members of the board of directors of the Company and/or the officers or employees of the Company after reasonable investigation.

A. Capitalization.

The Company has Ordinary Shares issued and outstanding as of the date $\mathbf{L}$ hereof all of which are fully paid and nonassessable. The amount, exercise, conversion or subscription price and expiration date for each outstanding option and other security or agreement to purchase Ordinary Shares is accurately set forth on Schedule IV.A.1. All of the issued securities of the Company have been validly issued, are fully paid, non assessable and free from pre-emptive rights, were issued in full compliance with applicable securities laws and any rights of third parties, and are free and clear of any Liens. Except as described in Schedule IV.A.I. there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company of any subsidiary is, may be, obligated to issue any equity securities of any kind.

The Conversion Shares, when issued by the Company upon conversion of 2. the Note, will be duly and validly issued and fully paid and will not subject the holder thereof to personal liability by reason of being such holder.

Except as disclosed on Schedule IV.A.3., there are no preemptive, subscription, "call," right of first refusal or other similar rights to acquire any capital stock of the Company or other voting securities of the Company that have been issued or granted to any person and no other obligations of the Company to issue, grant, extend or enter into any security, option, warrant, "call," right, commitment, agreement, arrangement or undertaking with respect to any of their respective capital stock. The issuance of the Securities will not obligate the Company to issue any other securities to any third party and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities and will not otherwise result in a breach of the constitution of the Company.

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Organization; Reporting Company Status. B.

The Company is a corporation duly organized, validly existing and in 1. good standing under the laws of the state or jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or its subsidiaries or on the consummation of any of the transactions contemplated by this Agreement (a "Material Adverse Effect").

The Company is subject to the reporting and continuous disclosure requirements of the ASX. The Ordinary Shares are traded on the ASX and the Company has not received any notice regarding, and to its Knowledge there is no threat of, the termination or discontinuance of the eligibility of the Ordinary Shares for such trading.

Authorization. The Company understands and acknowledges the potentially C. dilutive effect on the Ordinary Shares of the issuance of the Conversion Shares. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company and notwithstanding the commencement of any case under 11 U.S.C. § 101 et seq. (the "Bankruptcy Code"). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the conversion of the Note. The Company agrees, without cost or expense to Holder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. § 362.

Authority; Validity and Enforceability. The Company has the requisite D. corporate power and authority to enter into the Documents (as such term is hereinafter defined) and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Holder of the Securities). The execution, delivery and performance by the Company of the Documents and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Note and the issuance of the Conversion Shares) have been duly and validly authorized by all necessary corporate action on the part of the Company and no further filing, consent, or authorization is required by the Company, its board of directors, or its shareholders. Each of the Documents has been duly and validly executed and delivered by the Company and each Document constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. The Securities have been duly and validly authorized for issuance by the Company and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. For purposes of this Agreement, the term "Documents" means (i) this Agreement; and (ii) the Note.

The

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Validity of Issuance of the Securities. The Note and the Conversion Shares E. upon their issuance in accordance with the Note, will be validly issued and outstanding and fully paid and nonassessable, and not subject to any Liens, preemptive rights, rights of first refusal, tag-along rights, drag-along rights or other similar rights.

The execution and delivery by the Company of the Non-contravention. F. Documents, the issuance of the Securities, and the consummation by the Company of the transactions contemplated hereby and thereby do not, and compliance with the provisions of this Agreement and other Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, or result in the termination of, or require that any consent be obtained or any notice be given with respect to (i) the Articles or Certificate of Incorporation or constitution of the Company or the comparable charter or organizational documents of any of its Subsidiaries, in each case as amended from time to time, (ii) any loan or credit agreement, debenture, bond, mortgage, indenture, lease, contract or other agreement, instrument or permit applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) any statute, law, rule or regulation applicable to, or any judgment, decree or order of any court or government body having jurisdiction over, the Company or any of its Subsidiaries or any of their respective properties or assets including any rule of any Trading Market.

Approvals. Except as specifically provided in this Agreement, no authorization, G. approval or consent of any court or public or governmental authority is required to be obtained by the Company for the performance by the Company of its obligations hereunder and the other Documents, including the issuance and sale of the Securities to Holder as contemplated by this Agreement, except such authorizations, approvals and consents as have been obtained by the Company prior to the date hereof. The Company has obtained all necessary consents, approvals and waivers hereunder and under the other Documents, including the issuance and sale of the Securities to the Holder as contemplated by this Agreement.

Commission Filings. The Company is subject to the reporting and continuous Н. requirements under the ASX Listing Rules and the Corporations Act. The Company has properly and timely filed with the ASX and ASIC all reports, proxy statements, forms and other documents required to be filed with the ASX and ASIC under the applicable law, rule, or regulation since becoming subject to such laws, rules, or regulations (the "Commission Filings"). As of their respective dates, (i) the Commission Filings complied in all material respects with the requirements of the applicable laws, rules, or regulations, as the case may be, and the rules and regulations of the Commission applicable to such Commission Filings and (ii) none of the Commission Filings contained at the time of its filing any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Commission Filings, as of the dates of such documents, were true and complete in all material respects and complied with applicable accounting requirements and the published rules and regulations of the ASX and the Corporations Act with respect thereto and fairly presented the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of their

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operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments that in the aggregate are not material and to any other adjustment described therein).

Full Disclosure. There is no fact (other than general economic or industry L. conditions known to the public generally) that has not been fully disclosed in the Commission Filings that (i) reasonably could be expected to have a Material Adverse Effect or (ii) reasonably could be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to the Documents.

Absence of Events of Default. No "Event of Default" (as defined in any $J_{\star}$ agreement or instrument to which the Company is a party) and no event which, with notice, lapse of time or both, would constitute an Event of Default (as so defined), has occurred and is continuing.

Securities Law Matters. Assuming the accuracy of the representations and К. warranties of Holder set forth in Article III, the offer and sale by the Company of the Securities is exempt from (i) the registration and prospectus delivery requirements of the Securities Act and the rules and regulations of the Commission thereunder, (ii) the registration and/or qualification provisions of all applicable state and provincial securities and "blue sky" laws and (iii) the prospectus delivery requirements of the Corporations Act. The Company shall not directly or indirectly take, and shall not permit any of its directors, officers or Affiliates directly or indirectly to take, any action (including, without limitation, any offering or sale to any person or entity of any security similar to the Note) which will make unavailable the exemption from Securities Act registration and the Section 708A provisions of the Corporations Act being relied upon by the Company for the offer and sale to Holder of the Note and the Conversion Shares, as contemplated by this Agreement. No form of general solicitation or advertising has been used or authorized by the Company or any of its officers, directors or Affiliates in connection with the offer or sale of the Note (and the Conversion Shares), as contemplated by this Agreement or any other agreement to which the Company is a party. As used in the Documents, "Affiliate" has the meaning ascribed to such term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

L. ASX and ASIC.

Continuous Ouotation. For 12 months prior to the Closing Date $1.$ ("Effective Date"), the Ordinary Shares were quoted on the ASX at all times, without suspension for more than five (5) trading days. The Company has not, in the 12 months preceding the Effective Date, received notice from the ASX to the effect that the Company is not in compliance with the listing or maintenance requirements thereof. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

Continuous Disclosure. The Company is not in breach of its continuous $\overline{2}$ disclosure obligations under the ASX Listing Rules and has no knowledge of any fact which the Company's required to disclose the ASX under the ASX Listing Rules or at law, that has not been disclosed to the ASX.

Registration Rights. Except as set forth on Schedule IV.M., no Person has, and M. as of the Closing (as such term is hereinafter defined), no Person shall have, any demand, "piggy-back" or other rights to cause the Company to file any registration statement under the Securities Act relating to any of its securities or to participate in any such registration statement.

Interest. The timely payment of interest on the Note is not prohibited by the N. Articles or Certificate of Incorporation or constitution of the Company, in each case as amended from time to time, or any agreement, contract, document or other undertaking to which the Company is a party.

No Misrepresentation. No representation or warranty of the Company contained О. in this Agreement or any of the other Documents, any schedule, annex or exhibit hereto or thereto or any agreement, instrument or certificate furnished by the Company to Holder pursuant to this Agreement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Finder's Fee. There is no finder's fee, brokerage commission or like payment in Ρ. connection with the transactions contemplated by this Agreement for which Holder is liable or responsible.

Subsidiaries. Other than the Subsidiaries (as hereinafter defined) listed on 0. Schedule IV.Q., the Company does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity. The Company is not a participant in any joint venture, partnership, or similar arrangement. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Litigation. Other than as disclosed in the Commission Filings or in Schedule R. IV.R. attached hereto, there is no action, suit, proceeding or investigation pending or, to the Company's knowledge, currently threatened against the Company or its Subsidiaries that questions the validity of this Agreement, the Documents, or the right of the Company to enter into such agreements, or to consummate the transactions contemplated hereby or thereby, or that might result, either individually or in the aggregate, in any material adverse changes in the business, assets or condition of the Company and its Subsidiaries, taken as a whole, financially or otherwise, or any change in the current equity ownership of the Company or its Subsidiaries. Neither the Company nor its Subsidiaries are parties or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company or its Subsidiaries currently pending or that the Company or its Subsidiaries intends to initiate.

Agreements. Except for agreements explicitly contemplated hereby, or disclosed S. in the Commission Filings, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, Affiliates, or any affiliate thereof.

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T. Tax Returns. The Company and each of its Subsidiaries has made and filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject and (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

U. Acknowledgment Regarding Holder's Purchase of Securities. The Company acknowledges and agrees that the Holder is acting solely in the capacity of an arm's length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that Holder is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by Holder or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Holder's purchase of the Securities. The Company further represents to Holder that the Company's decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

V. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Securities to the Holder. The issuance of the Securities to the Holder will not be integrated with any other issuance of the Company's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities under the Securities Act or any United States federal or state securities laws.

W. Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured and is solvent in accordance with the Corporations Act) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transactions contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

X. No Shell Company. The Company is not, nor at any time preceding the date hereof has the Company been a "shell company," as such term is defined in paragraph $(i)(1)(i)$ of

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Rule 144 or Rule 12b-2 of the Exchange Act, the effect of which would prevent the Holder from selling the Conversion Shares without restriction pursuant to Rule 144 (as hereinafter defined).

No Investment Company. The Company is not, and upon the issuance and sale Y. of the Securities as contemplated by this Agreement will not be an "investment company" required to be registered under the Investment Company Act of 1940 (an "Investment Company"). The Company is not controlled by an Investment Company.

Material Changes. Since the date of the Company's latest audited financial Z. statements, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP or required to be disclosed in Commission Filings. (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans.

Compliance. Neither the Company nor any Subsidiary (i) is in default under or AA. in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business except in each case as could not have a Material Adverse Effect.

Regulatory Permits. The Company and the Subsidiaries possess all certificates, BB. authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such permits could not have or reasonably be expected to result in a Material Adverse Effect ("Material Permits"), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

Title to Assets. The Company and the Subsidiaries have good and marketable CC. title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, and (ii) Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities

held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Patents and Trademarks. The Company and the Subsidiaries have, or have DD. rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other similar rights necessary or material for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the "Intellectual Property Rights"). Neither the Company nor any Subsidiary has received a written notice that the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any person or entity. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another person or entity of any of the Intellectual Property Rights of others.

EE. Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations. (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with any requirements of the ASX, ASIC and any other applicable requirement under the Corporations Act (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules $13a-15(e)$ and $15d-15(e)$ for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities.

Application of Takeover Protections. The Company and its Board of Directors FF. have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to Holder as a result of Holder and the Company fulfilling their obligations or exercising their rights under the Documents, including without limitation as a result of the Company's issuance of the Securities and Holder's ownership of the Securities.

Disclosure. The Company confirms that neither it nor any other Person acting on GG. its behalf has provided any of Holder or their agents or counsel with any information that constitutes or might constitute material, nonpublic information. The Company understands and confirms that Holder will rely on the foregoing representations and covenants in effecting transactions in securities of the Company.

HH. Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary.

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Seniority. As of the Closing Date, except for those instruments set forth on II. Schedule IV.II. attached hereto, no indebtedness or other equity of the Company is senior to, or pari passu with, the Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise. The Company has not granted security with respect to any indebtedness or other equity of the Company.

No Disagreements with Accountants and Lawyers. There are no J.I. disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers. By making this representation the Company does not, in any manner, waive the attorney/client privilege or the confidentiality of the communications between the Company and its lawyers.

Environmental Laws. Except as set forth in Schedule IV.KK, the Company and KK. its subsidiaries are (i) in compliance with any and all applicable material foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval.

v. CERTAIN COVENANTS AND ACKNOWLEDGMENTS

A. Filings. The Company shall take all actions and make all necessary Commission Filings, any filings required by the United States Securities and Exchange Commission and "blue" sky" filings and the ASX required to be made by the Company in connection with the sale of the Securities to Holder as required by all applicable laws, including without limitation such action as the Company shall reasonably determine is necessary to qualify the Securities, or obtain an exemption for the Securities for sale to the Holder at the Closing pursuant to this Agreement under all applicable laws, and shall provide a copy thereof to Holder promptly after such filing.

Reporting Status. With a view to ensuring that the Note and the Second Note В. can be issued to the Holder and to making available to the Holder the ability to immediately sell any of the Ordinary Shares Issued at Conversion on the ASX and as a material inducement to the Holder's purchase of the Securities, the Company represents, warrants, and covenants to the following:

The Company shall, if required by applicable laws and regulations or otherwise, obtain all shareholder or other consents necessary for the issue of Securities to the Holder (including for the purpose of ASX Listing Rule 7.1 and section 611, item 7 of the Corporations Act) prior to the acceptance of any portion of the Purchase Price for the Note:

$\overline{2}$ . The Company shall issue a Cleansing Statement if permitted by applicable law with the ASX, on or before 24 hours after a conversion has occurred under the Note, such that the Holder shall be allowed to resell the Ordinary Shares so issued upon such conversion without restriction or limitation on the ASX;

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The Company shall notify the Holder that it has issued such Cleansing Statement. The Company shall use its commercially reasonable efforts to ensure that it is able to issue Cleansing Statements at all times until all Notes have been exercised, converted or redeemed.

Prior to delivery of a Conversion Notice the Holder may request of the $4.$ Company, and the Company must advise the Holder within the next Business Day of the Holder's request, whether the Company will be in a position to issue a Cleansing Statement in accordance with this Section V.B.2.

Notwithstanding receipt of the Conversion Notice, if an issue of a 5. Cleansing Statement referred to in this Section V.B.2 would require the Company to disclose information not otherwise required to be disclosed because of an exception in ASX Listing Rule 3.1A in accordance with Section 708A(6)(e) of the Corporations Act, the Company shall, unless instructed otherwise by the Holder, delay the issuance of the Ordinary Shares for a period not exceeding fifteen (15) consecutive days after receipt by the Company of the Conversion Notice (the "Delay Period"); provided, that during any 365 day period, the aggregate number of days in the Delay Periods shall not exceed fortyfive (45) days. The Holder may revoke a Conversion Notice at any time until such time as the Company informs the Holder it is able to issue a Cleansing Statement.

If an issue of a Cleansing Statement referred to in this Section V.B.2 would not be permitted under applicable law, the Company shall as soon as practicable. but in any event no later than twenty (20) Business Days after receipt by the Company of the Conversion Notice lodge with ASIC a disclosure document for the purposes of Chapter 6D of the Corporations Act (a "Disclosure Document") covering the Ordinary Shares to which the Cleansing Statement would have related and indemnify and hold harmless the Holder against any liability in respect of the Disclosure Document. Notwithstanding the foregoing sentence, the Company: (i) shall not be required to issue any such Disclosure Document or any Ordinary Shares corresponding to such Disclosure Document during any Delay Period, (ii) shall not be required to issue the Ordinary Shares until the Disclosure Document has been lodged with ASIC, and (iii) shall not be required to lodge more than one Disclosure Document with ASIC during any ninety (90) day period, including, without limitation, all disclosure documents for the purposes of Chapter 6D of the Corporations Act required to be issued pursuant to any registration rights agreement, note, warrant or other agreement or security to which the Company is a party (provided, however, that (x) not later than ten (10) Business Days prior to the date on which it proposes to lodge any such disclosure document (the "Disclosure Document Lodging Date"), the Company shall notify the Holder of such Disclosure Document Lodging Date and (y) the Company shall cover in such disclosure document a sale of such Ordinary Shares (A) as the Holder may choose to describe in a notice to the Company that the Holder may give no later than five (5) Business Days prior to the Disclosure Document Lodging Date, and (B) for which the Company shall have received a Conversion Notice no later than two (2) Business Days prior to the Disclosure Document Lodging Date). The Holder may revoke a Conversion Notice at any time until such time as the Company informs the Holder it is able to issue a Disclosure Document.

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On each occasion on which the Company issues any Ordinary Shares, the 7. Company will (i) within two (2) trading dates (as defined unde the ASX Listing Rules) following the issuance of any Ordinary Shares, apply to the ASX for unconditional admission to trading of the Ordinary Shares, and (ii) take all reasonable measures to ensure that, from the time of issue of the Ordinary Shares, the Ordinary Shares are eligible to be freely and immediately traded on the ASX.

In the event that the Company elects to delay the issuance of any Ordinary Shares pursuant to Sections V.B.5 and V.B.6, the Company shall notify the Holder of the delay and the length thereof. If, at any time during such delay, the Holder notifies the Company in writing that it wishes to exercise its right to issue a Conversion Notice, notwithstanding such delay, the Company will issue the relevant Ordinary Shares to the Holder, it being understood that any Ordinary Shares thus issued will not be covered by a Cleansing Statement or a Disclosure Document and consequently may not, to the extent limited as provided in the Corporations Act, for a period of up to twelve (12) months form the date of their issuance of the Disclosure Document under Section V.B.6 or sooner upon lodgment of the Disclosure Document under Section V.B.6, be sold or transferred, or have any interest in, or option over, them granted, issued or transferred.

Notwithstanding anything contained in this Section V.B, unless required 9. otherwise by the Holder in the Holder's sole discretion, the Company shall not issue the Ordinary Shares until the Trading Day immediately preceding the date on which the Ordinary Shares required to be issued under the Conversion Notice become eligible to be freely and immediately traded on the ASX.

The Company shall furnish to the Holder so long as the Holder owns Securities, promptly upon request, (i) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (ii) such other information as may be reasonably requested to permit the Holders to sell such securities on the ASX without registration under the Securities Act.

Post-Closing Filing. Within the time period prescribed by applicable laws and C. regulations (including the ASX requirements), the Company shall make any and all filings describing the terms of the transactions contemplated by the Documents in the form required by the applicable agency or authority in the required format (the "Post-Closing Filing"). In the event that the Company does not file the Post-Closing Filing within the required time period following the date hereof, the Discount Multiplier (as defined in the Note) under the Note shall decrease by one percentage point (1%) for each period of five Business Days that the Post-Closing Filing is not filed by the Company following the date upon which such filing was required to be so made for all conversions of the Note thereafter.

Listing. Except to the extent the Company lists its Ordinary Shares on The New D. York Stock Exchange, The American Stock Exchange or The Nasdaq Stock Market, the Company shall have its Ordinary Shares traded on ASX. If the Company is delisted from ASX, the Company will arrange to have the Ordinary Shares traded on the most liquid national securities exchange or quotation system that the Company is qualified to be listed on, it being

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understood, however, that compliance with the foregoing shall not be deemed a waiver of any Event of Default under the Note.

Information. Each of the parties hereto acknowledges and agrees that Holder E. shall not be provided with, nor be given access to, any material non-public information relating to the Company.

Accounting and Reserves. The Company shall maintain in accordance with the F. Corporations Act and any other applicable accounting standards, a standard and uniform system of accounting and shall keep proper books and records and accounts in which full, true, and correct entries shall be made of its transactions, applied on consistent basis through all periods, and shall set aside on such books for each fiscal year all such reserves for depreciation, obsolescence, amortization, bad debts and other purposes in connection with its operations as are required by such principles so applied.

Transactions with Affiliates. So long as the Note is outstanding, neither the G. Company nor any of its Subsidiaries shall, directly or indirectly, enter into any material transaction or agreement with any shareholder, officer, director or Affiliate of the Company or family member of any officer, director or Affiliate of the Company, unless the transaction or agreement is (i) reviewed and approved by a majority of Disinterested Directors (as such term is hereinafter defined) and (ii) on terms no less favorable to the Company or the applicable Subsidiary than those obtainable from a nonaffiliated person. A "Subsidiary" means any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company or as otherwise defined in the Corporations Act. A "Disinterested Director" shall mean a director of the Company who is not and has not been an officer or employee of the Company and who is not a member of the family of, controlled by or under common control with, any such officer or employee.

Certain Restrictions. So long as the Note is outstanding, no dividends shall be Н. declared or paid or set apart for payment nor shall any other distribution be declared or made upon any capital stock of the Company, nor shall any capital stock of the Company be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Ordinary Shares made for purposes of an employee incentive or benefit plan (including a stock option plan) of the Company or pursuant to any of the security agreements listed on Schedule V.H) for any consideration by the Company, directly or indirectly, nor shall any moneys be paid to or made available for a sinking fund for the redemption of any Ordinary Shares. So long as the Note remains outstanding, the Company shall not, without the prior written consent of the Holder, (i) issue or sell Ordinary Shares or Preferred Shares without consideration or for a consideration per share less than the bid price as determined on the Trading Market (the "Bid Price") of the Ordinary Shares determined immediately prior to its issuance, (ii) issue any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Ordinary Shares without consideration or for a consideration less than such Ordinary Shares' Bid Price determined immediately prior to its issuance, or (iii) file any registration statements covering securities valued at more than \$500,000 in the aggregate as reflected on the table in the registration statement.

Short Selling. So long as the Note is outstanding. Holder agrees and covenants L. on its behalf and on behalf of its Affiliates that neither Holder nor its Affiliates shall at any time engage in any short sales with respect to the Company's Ordinary Shares, or sell put options or similar instruments with respect to the Company's Ordinary Shares. The parties acknowledge that Holder shall be entitled to sell the Ordinary Shares from each Note conversion upon submission of the applicable Note Conversion Notice, and payment of the purchase price, to the Company for such Ordinary Shares.

Shareholder Rights Plan. No claim will be made or enforced by the Company J. or, to the knowledge of the Company, any other person or entity that Holder is an "Acquiring Person" under any shareholder rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that Holder could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and Holder.

Use of Proceeds. The Company shall use the net proceeds from the sale of the К. Securities hereunder for the payment of payroll and other working capital purposes and not for the repayment or redemption of any obligations or interests held by any officers, directors, or shareholders of the Company or any other notes or indebtedness.

Subsequent Equity Sales. In addition to the limitations set forth herein, from the L. date hereof until such time as Holder does not hold any of the Securities, the Company shall be prohibited from effecting or entering into an agreement to effect any financing involving a "Variable Rate Transaction" or an "MFN Transaction" (each as defined below). The term "Variable Rate Transaction" shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares. The term "MFN Transaction" shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering. Holder shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages

Most Favored Nation Provision. Any time the Company effects a subsequent M. financing, Holder may elect, in its sole discretion, to exchange all or some portion of the Note(s) then held by it for the securities issued in a subsequent financing based on the then outstanding principal amount of the Note(s) plus any other fees then owed by the Company to Holder, at the effective price at which such securities are sold in such subsequent financing.

The Company shall comply with its continuous Continuous Disclosure. N. disclosure obligations under the Corporations Act and the ASX Listing Rules.

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Listing Rule 7.1. If the issue of a Note would cause the Company to exceed the О. 15% limit in ASX Listing Rule 7.1, the Company must procure shareholder approval as required under the ASX Listing Rules, provided that the Company shall procure such shareholder approval no later than sixty days after the Company becomes aware or should have become aware of the need to procure such approval.

Ranking of Conversion Shares. The Ordinary Shares issuable in whole or part Р. on conversion of the Note shall rank equally in all respects with the existing Ordinary Shares on the date of issue of the Ordinary Shares.

VI. ISSUANCE OF COMMON STOCK

The Company undertakes and agrees that no instruction other than the instructions A. referred to in this Article VI shall be given to its transfer agent for the Conversion Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder's obligations and agreement to comply with all applicable securities laws upon resale of such Ordinary Shares.

Holder shall have the right to convert the Note by telecopying an executed and B. completed Conversion Notice (as such term is defined in the Note) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Note). The Company shall cause the transfer agent to transmit the certificates or holding statements evidencing the Ordinary Shares issuable upon conversion of the Note (together with a new convertible note with the same terms and conditions of this Note, if any, representing the principal amount of the Note not being so converted) to Holder via express courier, or if a Registration Statement covering the Ordinary Shares has been declared effective by the SEC by electronic transfer, within two (2) business days after receipt by the Company of the Conversion Notice, as applicable (the "Delivery Date").

Upon the conversion of the Note or respective part thereof, the Company shall, at C. its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates or holding statements in the name of Holder (or its nominee) or such other persons as designated by Holder representing the number of Ordinary Shares issuable upon such conversion or exercise. The Company covenants that the Conversion Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Ordinary Shares provided the Conversion Shares, as applicable, are being sold pursuant to an effective registration statement covering the Ordinary Shares to be sold or is otherwise exempt from registration or the requirement to lodge a prospectus with ASIC under the Corporations Act when sold.

The Company understands that a delay in the delivery of the Ordinary Shares in D. the form required pursuant to this section, or the Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder

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for such loss, the Company agrees to pay late payments to the Holder for late issuance of Ordinary Shares upon Conversion of the Note or late payment of the Mandatory Redemption Amount, in the amount of \$100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each \$10,000 of Note principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Ordinary Shares by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be payable through the date notice of revocation or rescission is given to the Company.

Mandatory Redemption. In the event the Company is prohibited from issuing Е. Ordinary Shares for any reason, or fails to timely deliver Ordinary Shares on a Delivery Date, or upon the occurrence of an Event of Default (as defined in the Note), then at the Holder's election, the Company must pay to the Holder ten (10) business days after request by the Holder or on the Delivery Date (if requested by the Holder) a sum of money determined by multiplying up to the Principal Amount (as defined in the Note) of the Note designated by the Holder by 150%, together with accrued but unpaid interest thereon in redemption of such portion of the Note ("Mandatory Redemption Payment"). The Mandatory Redemption Payment must be received by the Holder on the same date as the Ordinary Shares would have been otherwise deliverable or within ten (10) business days after request, whichever is sooner ("Mandatory Redemption Payment Date"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding.

Buy-In. In addition to any other rights available to the Holder, if the Company F. fails to deliver to the Holder such Ordinary Shares issuable upon conversion of a Note by the Delivery Date and if ten (10) days after the Delivery Date the Holder purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Ordinary Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (A) the Holder's total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (B) the aggregate principal and/or interest amount of the Note for which such conversion was not timely honored. together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if the Holder purchases Ordinary Shares having a total purchase price of \$11,000 to cover a Buy-In with respect to an attempted conversion of \$10,000 of Note principal, the Company shall be required to pay the Holder \$1,000, plus interest. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In.

The Securities shall be delivered by the Company to the Holder pursuant to G. Section I.B. hereof on a "delivery-against-payment basis" at the Closing.

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Certificates evidencing the Conversion Shares shall not contain any legend: (i) н. while a registration statement covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Conversion Shares pursuant to Rule 144, or (iii) if such Conversion Shares are eligible for sale under Rule 144, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company's transfer agent promptly if required by the Company's transfer agent to effect the removal of the legend hereunder. If all or any portion of a Note is converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the Conversion Shares, or if such Conversion Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof), including without limitation the availability of the resale of the Conversion Shares via the ASX, then such Conversion Shares shall be issued free of all legends. The Company agrees that at such time as such legend is no longer required under this Section, it will, no later than three Trading Days following the delivery by Holder to the Company or the Company's transfer agent of a certificate representing the Conversion Shares, as applicable, issued with a restrictive legend, deliver or cause to be delivered to Holder a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.

VII. CLOSING DATE

The "Closing" shall occur by the delivery: (i) to the Holder of the documents evidencing the Note and all other Documents, and (ii) to the Company the Initial Purchase Price Payment, and the date on which the Closing occurs shall be referred to herein as the "Closing Date".

VIII. CONDITIONS TO THE COMPANY'S OBLIGATIONS

Holder understands that the Company's obligation to sell the Note on the Closing Date to Holder pursuant to this Agreement is conditioned upon:

Delivery by Holder to the Company of the Purchase Price, according to the A. funding schedule set forth herein, subject to the terms and conditions set forth herein;

B. The accuracy on the Closing Date of the representations and warranties of Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Holder in all material respects on or before the Closing Date of all covenants and agreements of Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and

There shall not be in effect any law or order, ruling, judgment or writ of any court C. or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

CONDITIONS TO HOLDER'S OBLIGATIONS IX.

The Company understands that Holder's obligation to purchase the Note on the Closing Date pursuant to this Agreement is conditioned upon:

Delivery by the Company of the Note (in the name of Holder or in the name of $\mathbf{A}$ . Holder's nominee) to Holder;

The accuracy on the Closing Date of the representations and warranties of the B. Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Holder by delivery of the certificate of the chief executive officer of the Company to that effect;

The Company shall have delivered to the Holder a certificate of the Company C. executed by an officer of the Company, dated as of the Closing, certifying the resolutions adopted by the Company's board of directors authorizing the execution of the Documents, the issuance of the Securities, and the transactions contemplated hereby, and copies of any required third party consents, approvals and filings required in connection with the consummation of the transactions contemplated by this Agreement;

There not having occurred (i) any general suspension of trading in, or limitation D. on prices listed for, the Ordinary Shares on the Trading Market, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in Australia or the United States, or (iii) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof or (iv) any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or a material adverse change in, the United States or Australian financial market, as in the reasonable judgment of the Holder, makes it inadvisable to acquire the Note on the Closing Date:

There not having occurred any event or development, and there being in existence Е. no condition, having or which reasonably and foreseeably could have a Material Adverse Effect;

There shall not be in effect any law, order, ruling, judgment or writ of any court F. or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;

The Company shall have obtained all consents, approvals, confirmations or G. waivers from governmental authorities (including but not limited to the ASX) and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby including, where necessary, approval by the requisite majority of the shareholders of the Company of the issue of the Note and the Second Note at a general meeting of the shareholders of the Company, all necessary approvals under ASX Listing Rule 7.1 and otherwise in accordance with the Corporations Act and the ASX Listing Rules;

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Н. Holder shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;

Delivery by the Company of a legal opinion with respect to the Company and the I. Subsidiaries regarding the enforceability of this Agreement and the transactions contemplated hereunder from its outside counsel in form and substance satisfactory to Holder; and

Delivery by the Company of a valid waiver of any preemptive rights held by the J. individuals and/or parties listed on Schedule IV.A.3 hereto in form and substance satisfactory to Holder.

The Holder having obtained where necessary approval of the purchase by the Κ. Foreign Investment Review Board under the Australian Foreign Acquisitions and Takeovers Act 1975(Cth).

Where the purchase could result in the Holder, upon Conversion, acquiring a L. relevant interest in Ordinary Shares which causes the voting power in the Company of the Holder and its Associates (as defined in the Corporations Act) to exceed 20% or to increase from a starting point that is above 20% and below 90%, and there is no relevant exception to the acquisition of the relevant Ordinary Shares under the Corporations Act, the Company shall have obtained approval by the requisite majority of the shareholders of the Company of that acquisition at a general meeting of the shareholders of the Company in accordance with the Corporations Act.

X. SURVIVAL; INDEMNIFICATION

The representations, warranties and covenants made by each of the Company and A. Holder in this Agreement, the annexes, schedules and exhibits hereto and in each instrument, agreement and certificate entered into and delivered by them pursuant to this Agreement, including without limitation the terms of this Article X, shall survive the Closing and the consummation of the transactions contemplated hereby. In the event of a breach or violation of any of such representations, warranties or covenants, the party to whom such representations, warranties or covenants have been made shall have all rights and remedies for such breach or violation available to it under the provisions of this Agreement or otherwise, whether at law or in equity, irrespective of any investigation made by or on behalf of such party on or prior to the Closing Date.

The Company hereby agrees to indemnify and hold harmless Holder, its affiliates B. and their respective officers, directors, employees, consultants, partners, members and attorneys (collectively, the "Holder Indemnitees") from and against any and all losses, claims, damages, judgments, penalties, liabilities and deficiencies (collectively, "Losses") and agrees to reimburse Holder Indemnitees for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of legal counsel), in each case promptly as incurred by Holder Indemnitees and to the extent arising out of or in connection with:

any misrepresentation, omission of fact or breach of any of the Company's 1. representations or warranties contained in this Agreement or the other Documents, or the

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annexes, schedules or exhibits hereto or thereto or any instrument, agreement or certificate entered into or delivered by the Company pursuant to this Agreement or the other Documents:

any failure by the Company to perform any of its covenants, agreements, $\overline{2}$ undertakings or obligations set forth in this Agreement or the other Documents or any instrument, certificate or agreement entered into or delivered by the Company pursuant to this Agreement or the other Documents:

the purchase of the Note, the conversion of the Note, the payment of 3. interest on the Note, the consummation of the transactions contemplated by this Agreement and the other Documents, the use of any of the proceeds of the Purchase Price by the Company, the purchase or ownership of any or all of the Securities, the performance by the parties hereto of their respective obligations hereunder and under the Documents or any claim, litigation, investigation, proceedings or governmental action relating to any of the foregoing, whether or not Holder is a party thereto; and/or

resales of the Ordinary Shares by Holder in the manner and as contemplated by this Agreement and the Documents.

Promptly after receipt by a party seeking indemnification pursuant to this C. Article X (an "Indemnified Party") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "Claim"), the Indemnified Party promptly shall notify the Company against whom indemnification pursuant to this Article X is being sought (the "Indemnifying Party") of the commencement thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability that it otherwise may have to the Indemnified Party except to the extent that the Indemnifying Party is materially prejudiced and forfeits substantive rights or defenses by reason of such failure. In connection with any Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, out-of-pocket costs and expenses. (y) the Indemnified Party and the Indemnifying Party reasonably shall have concluded that representation of the Indemnified Party and the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, as reasonably determined by legal counsel to the Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses $(x)$ , $(y)$ or $(z)$ above, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and

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expenses of more than one firm of legal counsel for the Indemnified Party (together with appropriate local counsel). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not unreasonably be withheld), settle or compromise any Claim or consent to the entry of any judgment that does not include an unconditional release of the Indemnified Party from all liabilities with respect to such Claim or judgment.

In the event one party hereunder should have a claim for indemnification that D. does not involve a claim or demand being asserted by a third party, the Indemnified Party promptly shall deliver notice of such claim to the Indemnifying Party. If the Indemnifying Party disputes the claim, such dispute shall be resolved by mutual agreement of the Indemnified Party and the Indemnifying Party or by binding arbitration conducted in accordance with the procedures and rules of the American Arbitration Association. Judgment upon any award rendered by any arbitrators may be entered in any court having competent jurisdiction thereof.

XI. GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to the conflicts of law principles of such state.

SUBMISSION TO JURISDICTION XII.

Each of the parties hereto consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of San Diego or the state courts of the State of California sitting in the City of San Diego in connection with any dispute arising under this Agreement and the other Documents. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum or improper venue to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile. Each party hereto irrevocably and unconditionally consents to the service of any and all process in any such action or proceeding in such courts by the mailing of copies of such process by registered or certified mail (return receipt requested), postage prepaid, at its address specified in Article XVIII. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

XIII. WAIVER OF JURY TRIAL

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND OTHER DOCUMENTS. EACH PARTY HERETO (i) CERTIFIES THAT NEITHER OF THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF

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LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

XIV. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which when so executed and delivered shall be an original, but both of which counterparts shall together constitute one and the same instrument. A facsimile transmission of this signed Agreement shall be legal and binding on both parties hereto.

XV. HEADINGS

The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

XVI. SEVERABILITY

In the event any one or more of the provisions contained in this Agreement or in the other Documents should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

XVII. ENTIRE AGREEMENT; REMEDIES, AMENDMENTS AND WAIVERS

This Agreement and the Documents constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of such parties. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

XVIII. NOTICES

Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon confirmation of receipt, when sent by facsimile; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company, to:

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Intec Ltd Level 3, 2 Elizabeth Plaza North Sydney, NSW, Australia, 2060 Telephone: +612 9925 8170 Facsimile: +612 9925 8110

If to Holder, to:

La Jolla Cove Investors, Inc. 1150 Silverado Street, Suite 220 La Jolla, California 92037 Telephone: $+1858 - 551 - 8789$ Facsimile: $+1858 - 551 - 8779$

The Company or Holder may change the foregoing address by notice given pursuant to this Article XVIII.

XIX. CONFIDENTIALITY

Each of the Company and Holder agrees to keep confidential and not to disclose to or use for the benefit of any third party the terms of this Agreement or any other information which at any time is communicated by the other party as being confidential without the prior written approval of the other party; provided, however, that this provision shall not apply to information which, at the time of disclosure, is already part of the public domain (except by breach of this Agreement) and information which is required to be disclosed by law (including, without limitation, pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, the Exchange Act and the ASX Listing Rules).

MAXIMUM INTEREST RATE XX.

Notwithstanding anything herein to the contrary, if at any time the applicable interest rate as provided for herein shall exceed the maximum lawful rate which may be contracted for, charged, taken or received by the Holder in accordance with any applicable law (the "Maximum Rate"), the rate of interest applicable to this Agreement shall be limited to the Maximum Rate. To the greatest extent permitted under applicable law, the Company hereby waives and agrees not to allege or claim that any provisions of this Agreement could give rise to or result in any actual or potential violation of any applicable usury laws.

XXI. ASSIGNMENT

This Agreement shall not be assignable by the Company or Holder without the prior written consent of the other party, provided, however that notwithstanding the foregoing, the Holder may assign this Agreement to an Affiliate of the Holder or any entity under common ownership or control with the Holder upon 10 days prior written notice to the Company.

IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be executed and delivered on the date first above written.

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Intec Ltd

La Jolla Cove Investors, Inc.

Philip R. Wood

By: $\qquad \qquad$

Philip R Wood

Name: Managing Director and Chief Executive Officer Title:

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SCHEDULE IV.A.1

A. Number and Class of all securities Quoted on the Australian Securities Exchange (ASX)

Class	Number
Fully Paid Ordinary Shares	821,253,724

Class	Number	Expiry date		Exercise price Vesting Conditions
Options	$131,909,975$ 31 Dec 2009		\$0.08	None

B. Number and Class of all securities not Quoted on the Australian Securities Exchange (ASX)

Class	Number	Expiry date	Exercise price	Vesting Conditions
Options	50,000,000	18 Nov 2009	\$0.015	None
Options	5,869,014	24 Feb 2010	\$0.069	None
Options	7,210,000	31 Aug 2011	\$0.11	None
Options	4,700,000	25 Sep 2012	\$0.15	None
Options	6,350,000	25 Sep 2012	\$0.15	These options will not vest, and may not be exercised, until the Trigger Price Threshold of \$0.25 is met. To meet the Trigger Price Threshold, the price of Intec Ltd shares traded on the Australian Securities Exchange must have above \$0.25 for 20 closed consecutive trading days or Intec Ltd must have received a bona fide offer for a majority or all of its shares whether by takeover or scheme of arrangement.

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SCHEDULE IV.A.3

PREEMPTIVE RIGHTS

Intec Ltd has agreed to issue, subject to certain terms and conditions, fully paid ordinary shares under a Subscription Agreement (the Agreement), dated 4 November 2009, with Green Resources (Asia Pacific) Holding Limited (Green Resources) as follows:

Stage 1: Intec Ltd has agreed to issue to Green Resources, or its nominees, 21,659,437 fully paid ordinary shares at an issue price of \$0.015 each. Completion is expected prior to 30 November 2009.

Stage 2: Intec Ltd has agreed to issue to Green Resources, or its nominees, such number of fully paid ordinary shares at a price of \$0.015 each amounting to an aggregate of approximately RMB13,000,000 converted to AUD at the AUD/RMB exchange rate at the date of such placement. Completion is expected on or prior to 30 June 2010.

Stage 3: Intec Ltd has agreed to issue to Green Resources, or its nominees, such number of fully paid ordinary shares amounting to an aggregate of approximately RMB 10,000,000 converted to AUD at the AUD/RMB exchange rate at the date of such placement. The issue price of Intec Ltd ordinary shares shall be the volume weighted average price during the preceding twenty (20) trading days on the ASX. Completion is expected on or prior to 30 September 2010.

SCHEDULE IV.M.

REGISTRATION RIGHTS

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SCHEDULE IV.M

SCHEDULE IV.Q.

SUBSIDIARIES

Intec Envirometals Pty Ltd ABN 27 104 931 768 Intec Copper Pty Ltd ABN 31 056 105 732 Intec Metals Recycling Pty Ltd ABN 58 133 752 011 Intec Zeehan Residues Pty Ltd ABN 77 084 358 814 Intec International Projects Pty Ltd ABN 95 122 916 045

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SCHEDULE IV.II.

SENIOR INSTRUMENTS

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SCHEDULE IV.II

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ENVIRONMENTAL LAWS

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SECURITY AGREEMENTS SCHEDULE V.H.

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SCIDEV LTD — Major Shareholding Notification 2010

65761_rns_2010-09-19_9ea29e9c-fc1b-4e5e-90dc-68f88f1b0ce3.pdf

Form 605

Notice of ceasing to be a substantial holder

2. Changes in relevant interests

3. Changes in association

4. Addresses

Signature

SECURITIES PURCHASE AGREEMENT

I. DEFINITIONS

II. PURCHASE AND SALE OF NOTE

HOLDER'S REPRESENTATIONS AND WARRANTIES Ш.

IV. THE COMPANY'S REPRESENTATIONS

A. Capitalization.

Organization; Reporting Company Status. B.

L. ASX and ASIC.

v. CERTAIN COVENANTS AND ACKNOWLEDGMENTS

VI. ISSUANCE OF COMMON STOCK

VII. CLOSING DATE

VIII. CONDITIONS TO THE COMPANY'S OBLIGATIONS

CONDITIONS TO HOLDER'S OBLIGATIONS IX.

X. SURVIVAL; INDEMNIFICATION

XI. GOVERNING LAW

SUBMISSION TO JURISDICTION XII.

XIII. WAIVER OF JURY TRIAL

LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

XIV. COUNTERPARTS; EXECUTION

XV. HEADINGS

XVI. SEVERABILITY

XVII. ENTIRE AGREEMENT; REMEDIES, AMENDMENTS AND WAIVERS

XVIII. NOTICES

XIX. CONFIDENTIALITY

MAXIMUM INTEREST RATE XX.

XXI. ASSIGNMENT

SCHEDULE IV.A.1

SCHEDULE IV.A.3

PREEMPTIVE RIGHTS

SCHEDULE IV.M.

REGISTRATION RIGHTS

SCHEDULE IV.Q.

SUBSIDIARIES

SCHEDULE IV.R.

LITIGATION

SCHEDULE IV.II.

SENIOR INSTRUMENTS

SCHEDULE IV.KK.

ENVIRONMENTAL LAWS

SECURITY AGREEMENTS SCHEDULE V.H.

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SCIDEV LTD Major Shareholding Notification 2010