1. DEFINITIONS

In these Conditions and this Application:

"Aggregate Maximum Credit Limit" means that the sum referred to in paragraph 3.1 of the Conditions which is the aggregate maximum credit limit to be extended to the Applicant by COASTAL SANDS.

"Applicant" means the party or parties defined as the Customer in the Application.

"Agreement" means the agreement constituted by the acceptance of this Application by COASTAL SANDS.

"Authorised Representative" means COASTAL SANDS's Credit Manager or such other person as may be authorised by the Credit Manager from time to time;

"COASTAL SANDS" means the trading entity of Genesis Holdings (Qld) Pty Ltd.

"Conditions" means these terms and conditions.

"Goods" means goods ordered by the Applicant from COASTAL SANDS pursuant to this Agreement.

"Services" means services ordered by the Applicant from COASTAL SANDS pursuant to this Agreement.

2. ACCEPTANCE OF THE APPLICATION

The Application is accepted by COASTAL SANDS upon receipt by the Applicant of written notification given by the Authorised Representative. ("the Notification") that the Application is accepted by COASTAL SANDS.

3. CREDIT LIMIT

3.1 The Notification, at COASTAL SANDS's sole discretion, may state the Aggregate Maximum Credit Limit COASTAL SANDS will extend to the Applicant.

3.2 If COASTAL SANDS accepts this Application, it is not obliged to extend credit to the Applicant in excess of the Aggregate Maximum Credit Limit.

3.3 COASTAL SANDS may alter the Aggregate Maximum Credit Limit upon notice to the Applicant and/or extend credit to the Applicant in excess of the Aggregate Maximum Credit Limit, in its absolute discretion.

4. PAYMENT OF AMOUNTS OWING

4.1 COASTAL SANDS which supplies Goods and/or services to the Applicant must provide the Applicant with a monthly statement in respect of thereof ("the Statements").

4.2 The Statements will set out the sum of:

4.2.1 the price of all Goods and/or Services purchased by the Applicant from COASTAL SANDS pursuant to the credit facility provided herein; less

4.2.2 amounts paid by or credited to the Applicant relating to respective previous Statements.

4.3 Goods and/or Services purchased by the Applicant must be paid by 30 days of date of invoice ("the due

date").

4.4 Any payments made by the Applicant of less than the nett amount shown on the Invoice(s) is deemed payment of the price of the Goods and/or Services which were supplied first in time, equivalent to the amount of such payment.

4.5 Time for the payment of the amounts reflected in the invoices is of the essence of the Agreement and if the Applicant fails to pay the amount in full by the due date in respect of any one or more Invoices, COASTAL SANDS may:

4.5.1 treat the Agreement as repudiated by the Applicant; or

4.5.2 suspend the delivery or provision of Goods and/or Services the subject of this Agreement or any goods or services the subject of any other contract with the Applicant: without incurring any liability whatsoever to the Applicant and without prejudice to any other remedies allowed by law to COASTAL SANDS.

4.6 In addition, and if the Applicant fails to pay the amount reflected on any invoice when due, but without prejudice to the rights of COASTAL SANDS as provided in paragraph 4.5, the Applicant must (if required) pay interest to COASTAL SANDS on the outstanding amount (or part thereof) at a rate of 15% per annum, calculated from the due date to the last day of the month of actual payment of the outstanding amount.

5. PASSING OF RISK

The Goods are at the Applicant’s risk from the time the Goods leave COASTAL SANDS premises.

6. PASSING OF PROPERTY / TITLE

6.1 Ownership of the Goods shall not pass to the Customer until payment in full for the goods together with any interest due has been received by COASTAL SANDS.

6.2 If payment is overdue in whole or in part, COASTAL SANDS may (without prejudice to any of its other rights) recover or recall the goods and may enter upon any premises where they are stored or where they are reasonably thought to be stored.

6.3 The Customer’s right to possession of the goods shall cease if COASTAL SANDS at its discretion recalls or recovers the products or if the Customer, not being a company, commits an act of bankruptcy or if it, being a company:

(a) does anything which would entitle a receiver to take possession of any assets;

(b) does anything which would entitle any person to present a petition for winding up; or

(c) enters into voluntary administration.

COASTAL SANDS may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the goods.

7. EXCLUSION

7.1 COASTAL SANDS is not under any circumstances liable to the Applicant for any economic or consequential loss, damage or other expenses whatsoever suffered by the Applicant arising out of or in consequence of any fault or defect in the Goods and/or Services (whether or not such fault or defect was caused by the negligence of COASTAL SANDS).

7.2 To the extent that they are capable of being excluded, any warranties or guarantees established by legislation or common law or equity and deemed to form part of this Agreement are hereby excluded.

7.3 The Conditions shall be read in conjunction with the terms and conditions of any invoice, statement or other document provided to the Applicant by COASTAL SANDS upon the delivery of the Goods or in providing the Service, and in the case of a conflict of interpretation, the Conditions prevail.

8. DEFAULT

If:

(a) the Applicant commits a breach of its obligations to COASTAL SANDS under the Agreement and does not remedy the default or breach within seven (7) days; or

(b) a judgement, order or encumbrance is enforced, or becomes enforceable upon any of the Applicant's property; or

(c) any bankruptcy proceedings are instituted against the Applicant (if applicable); or

(d) the Applicant becomes subject to any external administration under the Corporations Law;

(e) a change occurs in a circumstance which is represented under the agreement to exist which in the reasonable opinion of the Authorised Representative may have a material adverse effect on the ability of the Applicant to observe its obligations under the Agreement, then COASTAL SANDS may, without prejudice to any other rights or remedies which it might have, and acting through the Authorised Representative, cancel the provision of credit to the Applicant without notice and is entitled to immediate payment of the sum equal to the price of all Goods and/or Services then unpaid, together with other costs and expenses as provided in the Conditions. A document signed by the Authorised Representative as to the amount owing by the Applicant is conclusive evidence of that amount, except in the case of manifest error.

9. REPRESENTATIONS

The Applicant (and the Directors and Partners of the Applicant, if applicable), warrants as to the correctness of the information which it/they has/have furnished to COASTAL SANDS in this Application, and acknowledges that COASTAL SANDS has relied upon that information in determining whether or not to grant credit, and the extent thereof, to the Applicant.

10. COSTS

If payment is not made by the Applicant in accordance with the terms of this Agreement then the Applicant must pay all costs and other expenses of whatsoever nature (including all debt collection fees and commissions legal expenses on a solicitor/client basis) which may be incurred by COASTAL SANDS in recovering any sums due.

11. CHARGE

The Applicant hereby charges all land owned or in the future acquired by it to secure payment of all monies which are or may become owing under this Agreement and -

(a) consents to an absolute caveat being registered by COASTAL SANDS at any time in respect of such land to protect its charge;

(b) must enter into a mortgage in respect of such land immediately upon request of the Authorised Representative, such mortgage containing standard clauses prepared by the COASTAL SANDS’s solicitors, a copy of which is available for inspection at the Applicants request.

12. SET-OFF

The Applicant agrees and irrevocably authorises COASTAL SANDS to set-off against any sums which may be due to COASTAL SANDS under this Agreement any other sums which may be owed by any other trading companies or trading businesses comprised within the Genesis Holdings (Qld) group of Companies to the Applicant

13. GENERAL

13.1 The Agreement supersedes all prior agreements, understandings and negotiations. No terms and conditions at variance with the Conditions apply to the provision of credit, unless expressly accepted by the Authorised Representative in writing.

13.2 No waiver by COASTAL SANDS of any provisions of the Conditions is effective unless in writing and signed by the Authorised Representative.

13.3 If any of the Conditions is or becomes for any reason wholly or partly invalid, that Condition is to the extent of the invalidity severed without prejudice to the continuing force and validity of the remainder of those Conditions.

13.4 The Applicant will not be entitled to make any deduction from amounts owing to COASTAL SANDS in respect of any set off or counterclaim to be held back for retention.

13.5 The Applicant must not assign or transfer any of its rights or obligations in connection herewith to any other person whatsoever.

13.6 Any notice to be given to the Applicant is deemed to be received by the Applicant upon its being posted or sent by facsimile to the trading or registered address of the Applicant set out in the Application (or such other address as the Applicant may advise in writing from time to time) to the Authorised Representative.

13.7 This agreement is governed by and construed in accordance with the laws of Queensland, and the Applicant agrees to submit to the exclusive jurisdiction of the Courts of Queensland. The Applicant irrevocably waives any objection to the venue of any legal process selected by COASTAL SANDS.

13.8 If the Application is made by more than one Applicant, each Applicant is jointly and severally liable under this Agreement.

13.9 The Applicant must advise the Authorised Representative in writing not later than fourteen (14) days before a change in effective control of the Applicant or of any change or alteration of any particulars contained in this Application (if applicable). COASTAL SANDS (upon receipt of such advice) is entitled to review the agreement, and in its sole discretion, to terminate the Applicant's credit facilities upon seven (7) days written notice (the "Notice Period") to the Applicant. In such circumstances, COASTAL SANDS is entitled to payment by the Applicant of a sum equal to the cost of Goods

and/or Services then unpaid by the Applicant upon expiry of the Notice Period. The Applicant shall indemnify COASTAL SANDS in respect of any loss arising from the Applicant’s failure to so notify.

13.10 If the Applicant signs the Application as the trustee of any trust (the "Trust"), the Applicant is personally liable for the performance of all covenants contained in the Agreement, and agrees that COASTAL SANDS's right of recourse pursuant to this Agreement shall not be limited to the Applicant's assets but shall extend to the assets of the trust.

13.11 The Applicant shall pay all duties, fees and expenses associated with the Application and the Agreement, and the registration of any caveats, withdrawal of caveats, mortgages or discharge of mortgages and stamp duty.