Terms and Conditions of Display Licence

1. INTERPRETATION

1.1 Unless the contrary intention appears, this Agreement (including any rules and

regulations made pursuant to the Agreement) shall be interpreted as follows:-

(a) "Agreement" includes the Exhibitor's Application for Display Licence and these Terms and Conditions of Licence;

(b) "Exhibitor" means the Exhibitor named in the Exhibitor's Application for Display Licence and the Exhibitor's contractors, servants, agents and invitees;

(c) "Management" means Mulpha Sanctuary Cove (Management) Pty Ltd, its servants and agents;

(d) "Display Regulations" means the regulations (if any) annexed to these Terms and Conditions.

(e) 'Display Licence Fee' means the sum payable by an Exhibitor in return for the right to occupy the Licensed Premises.

(f) 'Licensed Premises' means the display space and/or the marina space allocated by Management to an Exhibitor for the duration of the exhibition.

(g) 'Exhibition' means the Sanctuary Cove International Boat Show which is owned and organised by Mulpha Sanctuary Cove (Management) Pty Ltd.

(h) 'Exhibition Site' means that part of Sanctuary Cove Resort in which the Exhibition is held including temporary structures, open areas and marina berths.

2. LEGISLATION AND BY-LAWS.

2.1 The Exhibitor shall comply with all relevant legislation and by-laws, and, without limiting this obligation, the Queensland Marine Act 1985, if applicable, in the use and occupation of the Licenced Premises, and

2.2 Management may change the Terms and Conditions by giving notice to the Exhibitor and provided such changes do not substantially alter the Agreement, the Exhibitor agrees to such changes.

2.3 The Exhibitor shall comply with all relevant requirements of the Occupation, Health and Safety regulations of Queensland .

3. SCOPE OF THE EXHIBITION.

3.1 Management shall determine the scope of the Exhibition, and reserves the right to decline any Application for Display Licence which it considers to be not in the best interests of the Exhibition, or to terminate the Display Licence where an exhibit is considered to be unsuitable or of an inadequate standard.

3.2 The Exhibitor may display only marine, boating or associated products and services.

3.3 The Exhibitor may not sell products or services which Management determines would have a direct and detrimental effect on the normal trading of tenants of the Marine Shopping Village or Sanctuary Cove Resort.

3.4 Any Exhibitor whose products are sold principally by catalogue or through the internet must display a substantial range, as determined by Management, of the products being offered for sale.

3.5 Any Exhibitor whose Licensed Premises occupies street space within the Marine Shopping Village must arrange displays, as directed by Management, in such a way that street-level tenancies are not blocked from view or have customer access impeded.

3.6 The Exhibitor shall immediately remove any exhibit, product or matter at the request of Management.

3.7 The Exhibitor shall display only new boats and products for sale unless prior approval has been given by Management.

3.8 Management may at its discretion approve the display of superyachts, that is, vessels of more than 24m (80') LOA whether or not such vessels are new, provided that their presentation is in keeping with the quality standards determined by Management.

3.9 The Exhibitor agrees that it has not relied on any representation by or on behalf of Management in entering into this Agreement, and shall not rely upon any representations, not expressed in this Agreement

4. LICENSED PREMISES

4.1 The Exhibitor's licence over the Licensed Premises is the personal right of the Exhibitor. The legal and equitable right to possession and control of the Licensed Premises remains vested in Management irrespective of anything to the contrary in the Agreement:

4.2 Management may alter the size, shape or position of the Licensed Premises and the Exhibitor will agree to such alteration provided:

(a) Where the area of the Licensed Premises is reduced from that applied for by the Exhibitor, a reasonable adjustment to the Licence Fee will be allowed by Management, and

(b) The Exhibitor shall not be liable to any increase in the Licence Fee without having first consented to such increase.

5. PAYMENT OF LICENCE FEE

5.1 To reserve display space the completed Application for Display Licence and the applicable fee must be submitted to the Boat Show.

5.2 Payment may be made in Australian dollars by cash, cheque, credit card or electronic funds transfer. However, Management may require at its discretion that the Display Licence Fee be paid by bank cheque.

5.3 If full payment of the total Display Licence Fee has not been received by Monday March 31, 2008 a late fee of an additional $350 (excl GST) is then payable, or the Contract with the Exhibitor may be cancelled by notice in writing to the Exhibitor. All monies previously paid shall be forfeited to Management and the Exhibitor shall have no right or claim under the Contract. Such cancellation shall not prejudice any antecedent rights or claims by the Management against the Exhibitor.

5.4 If an Exhibitor requests that Management increase or allocate additional space, all monies due shall be paid in full before any allocated space may be occupied.

5.5 Once contracted the Exhibitor is responsible for the full payment of the Display Licence Fee. Should the Exhibitor wish to cancel the contract earlier than Monday March 31, 2008, Management reserves the right to hold any monies paid. If the Licensed Premises to be cancelled are re-let to a suitable exhibitor by March 31, 2008, Management will refund those monies less an administrative fee of $350 (excl GST). If the Licensed Premises is not re-let to another suitable exhibitor by March 31, 2008, no monies will be refunded.

5.6 Management will not agree to any application which seeks to cancel or reduce the size of a display if such application has not been received before Monday March 31, 2008. The amount due on the Display Space applied for by the Exhibitor and allocated by Management as at March 31, 2008 is the amount for which the Exhibitor remains liable.

5.7 Display Space allocation will be confirmed in writing to the Exhibitor. If the total Display Space requested is not available to the Exhibitor, the Display Licence Fee payable may be adjusted at the request of the Exhibitor and at the discretion of Management. The Exhibitor will not be liable for additional Display Licence Fees if the Display Space allocated is larger than that requested on the Application for Display Licence.

6. INSTALLATION & REMOVAL OF EXHIBITS

The Exhibitor shall at its expense and risk, deliver, construct and prepare the Exhibit on the Licensed Premises during the Installation Period and dismantle and remove the Exhibit from the Exhibition Site during the Removal Period on the following conditions as applicable:

(a) All parts of the Exhibit must be within the Licensed Premises.

(b) Installation and removal shall be carried out promptly and in a proper and efficient manner and in accordance with any requirements of Management.

(c) The Exhibitor shall at its expense, change or modify the Exhibit upon the request of Management.

(d) Management will not accept responsibility for the delivery of any goods or material on behalf of the Exhibitor.

(e) The Exhibitor shall have a representative available at all times during the Boat Show and during the Installation and Removal period.

(f) The stands, gangways and thoroughfares in the Exhibition Site shall be kept clear and tidy at all times.

(g) Vehicles shall use only authorised routes within the Exhibition Site and the Sanctuary Cove Resort.

(h) Equipment shall be transported and installed in such a manner as to not cause any damage to any surfaces within the Exhibition Site and Sanctuary Cove Resort.

(i) Any part of the Exhibit not removed by the Exhibitor by the end of the Removal Period shall be deemed forfeited to Management without compensation or liability for damage, loss or consequential loss.

(j)The exhibitor shall be liable for any additional labour or hire expenses incurred by Management as a result of the exhibitor failing to have the Exhibit installed within the specified time, or as a result of the exhibitor in the process of installing the Exhibit causing unacceptable delays which force Management to incur such expenses.

7. ENTRY TO EXHIBITION SITE

7.1 Management may refuse entry or reject from the Exhibition Site and the Sanctuary Cove Resort any person, for any reason whatsoever, provided that during the Installation and Removal periods the Exhibitor's authorised employees and agents are allowed on to the Exhibition Site for the purposes of installation and removal.

7.2 Management will issue to the Exhibitor identification passes for staff manning its Licensed Premises. These are not transferable. Management reserves the right to withhold or confiscate passes from any Exhibitor who breaches the pass allocation or usage procedures or fraudulently uses issued passes.

8. CONDUCT ON EXHIBITION SITE

8.1 For the duration of the Exhibition, the Exhibitor shall:

(a) keep open the Exhibit between 9.00am and 5pm daily;

(b) staff the Exhibit with sufficient competent representatives;

(c) conduct business only from the Licensed Premises;

(d) keep the Licensed Premises in a clean state during opening hours,

(e) keep stands, gangways and thoroughfares in and around the Licensed Premises tidy and clear of any obstructions;

(f) notify management of:

(i) any accident from the Exhibition Site, upon its happening, and

(ii) any defect in the water, electrical fittings or other services on, from or to the Licensed Premises; and

(g) pay all charges for electricity and other utility services for the Licenced Premises to Management upon demand.

8.2 For the duration of the Exhibition the Exhibitor shall not:

(a) sell food, beverage or tobacco products;

(b) hold or permit any auction, lottery, raffle or competition on the Licensed Premises without the written permission of Management;

(c) run any motors or mechanical devices within internal exhibition areas; nor

(d) run any motors or mechanical devices in any external areas if the action is deemed by Management to be a nuisance to visitors or other exhibitors;

(e) exhibit its products, distribute promotional materials or conduct its business from any area other than the Licensed Premises;

(f) use a public address or sound amplification system;

(g) continue to use any audio or visual equipment after Management has notified the Exhibitor of excessive sound levels; and

(h) conduct any practice which Management reasonably considers to be objectionable.

8.3 Where the Exhibitor fails to open and keep open the Exhibit as referred to in Clause 8.1, the Exhibitor authorises Management to do so at the Exhibitor's own risk and expense.

8.4 Subject to the Exhibitor's obligations to keep the Licensed Premises clean, Management shall be responsible for the general cleaning of the Exhibition Site.

8.5 The Exhibitor shall not dismantle or remove any part of its stand, goods or exhibits without completing a goods removal form which will be issued to Exhibitors prior to the opening of the Boat Show.

8.6 All goods and exhibits must be removed from the Exhibition Site by the day and time indicated by Management.

9. INSURANCE

9.1 The Exhibitor's property shall at all times be at the sole risk of the Exhibitor;

9.2 Public liability insurance is compulsory for each Exhibitor. Either the Exhibitor shall effect and maintain a public liability insurance policy for a minimum cover of TEN MILLION DOLLARS ($A10,000,000) for the period from the start of the Installation Period to the expiration of the Removal Period and is to include Mulpha Sanctuary Cove (Management) Pty Ltd as a named insured and a copy of the endorsed policy is to be included with the Application for Display Licence or The Exhibitor may elect to participate in the public liability group insurance plan organised by the Management as detailed on the Application for Display Licence.

10. ADVERTISING

No advertisement, handbill, photograph, declaration or printed matter of and incidental to the Exhibit, Exhibition, Exhibition Site or Licensed Premises shall be published by the Exhibitor without the prior written approval of Management, and if so approved shall be published only from the Licensed Premises during the Exhibition.

11. ASSIGNMENT OR SUB-LETTING

The Exhibitor shall not assign, sub-let, charge or part possession with any part of its interest in the Licensed Premises, without the prior written consent of Management.

Where such consent has been obtained a site sharing fee will be payable in addition to the shared Display Licence Fee in respect of the Licensed Premises.

Subletting in this use includes renting, sharing, donating or in any allowing another company, organization, club or person to display or advertise in an Exhibitor's Licensed Premises. Non exhibiting companies, organizations, clubs, or persons will not be permitted to place stickers, placards, brochures, magazines, catalogues or the like, or other signs anywhere in the Exhibition Site

12. COPYRIGHT

12.1 Management reserves the exclusive photographic copyrights in and to the Exhibition, and all matters incidental thereto, and may appoint official photographers to carry out any photographic requirements of the Exhibitors.

12.2 No photographer, film or video unit, or media representative will be permitted on the Exhibition Site without the prior approval of Management.

13. TERMINATION AND DEFAULT

13.1 This Agreement may be terminated by Management without notice, where the Exhibitor fails to comply with any of its obligations pursuant to:

(a) Clause 2;

(b) Clause 3.3;

(c) Clause 4.2, where the Exhibitor does not consent to an increase as is reasonably required by the Management;

(d) Clause 6(i);

(e) Clauses 8.1, 8.2 and 8.3;

(f) Clause 10, or

(g) Clause 11

13.2 Where Management terminates this Agreement pursuant to Clause 13.1 or cancels the Exhibition pursuant to clauses 13.4 or 14.1, Management shall not be liable in any way whatsoever for the expense, loss (including consequential loss) or liability incurred by the Exhibitor.

13.3 A termination by Management pursuant to Clause 13.1 shall not fetter nor prejudice any of Management's antecedant rights or claims against the Exhibitor.

13.4 Where the Exhibitor:

(a) dies;

(b) has a bankruptcy petition presented against it;

(c) goes into receivership;

(d) has a winding up order presented against it; or

(e) enters a scheme of arrangement with its creditors, Management may cancel this Agreement.

14. FORCE MAJEUR

Where the Exhibition is postponed, abandoned, or is prevented from being held, due to any cause within the reasonable control of Management or if the Exhibition Site becomes wholly or partially unavailable for the conducting of the Exhibition,

Management may cancel the Exhibition and return the Exhibitor all monies paid in respect of the Licence Fee by the Exhibitor, less any reasonable charges and fees incurred by Management for and on behalf of the Exhibitor incidental to the Exhibit or the Exhibition.

15.LIMITATIONS

The Exhibitor agrees that Management shall not be liable to the Exhibitor in respect of any claim whatsoever, arising under this Agreement or incidental to the Exhibition, unless such claim is made in writing to Management not later than two (2) calendar months after the last day of the Removal Period.

16. INDEMNITY

The Exhibitor hereby indemnifies and holds indemnified, Management from and against all costs (including stamp duty), claims, liabilities, damages and losses incurred by Management and actions and legal and administrative proceedings of any kind instituted by any persons, corporation and statutory municipal or governmental authority against Management (whether known or unknown) arising from, or incidental to, the Agreement of the Exhibition.

17. NOTICES

Any notice or document pursuant to this Agreement, may be delivered to or forwarded by:

(a) pre-paid post (but not by document exchange) to the addressee at that person's Business Address in this Agreement (or such other address as may have been notified in writing for that purpose), and any notice or documents sent by post shall be deemed to have been received FORTY EIGHT (48) hours after the time of such posting (unless actually received earlier), or

(b) facsimile transmission (transmitted during business hours of the recipient), and any notice or document sent by facsimile transmission shall be deemed to have been received ONE ( 1 ) hour after the time of the transmission except if not transmitted during the business hours of the recipient, then ONE (1) hour after the beginning of business hours on the next business day after the day of transmission.

18. VARIATIONS

This Agreement may be varied by the party requesting the variation forwarding a notice of the variation in writing to the other party, and the other party consenting to such variation.

19. AMENDMENT OF TERMS & CONDITIONS

Management reserves the right at any time and from time to time to delete, vary or amend these Terms & Conditions. A certificate signed by Management confirming the Terms & Conditions in force as at a particular time will be conclusive evidence of the Terms & Conditions then in force.

20. DISPLAY REGULATIONS

Display Regulations which are published separately in the Invitation to Exhibit also form part of the Terms and Conditions of the Display Licence.

21. GOVERNING LAW

This Agreement shall be governed and constructed in accordance with the laws of the State of Queensland and the parties agree to submit to the jurisdiction in the courts of that State.