DOCUMENT COMPLETION CERTIFICATE

Exhibit 10.46

DOCUMENT COMPLETION CERTIFICATE

BEFORE THIS MATTER CAN PROCEED TO SETTLEMENT / DRAWDOWN

SALES MANAGER / RESPONSIBLE OFFICER SIGN OFF

The security documents have been executed by the customer; AND,

all conditions of approval (including hindsight review where applicable) and outstanding matters listed on the REVERSE are EITHER satisfied (and attached where appropriate), OR Credit Approval is held to waive or defer follow-up.

PLEASE RETURN EXECUTED DOCUMENTATION AND THIS FORM COMPLETED AND SIGNED OFF.

GENERAL/SPECIAL INSTRUCTIONS

Please seek Refinance from NAB.

CREDIT APPROVAL (if applicable)

The outstanding matters indicated on the reverse of this form (by initial), are EITHER waived for the purpose of
drawdown OR, Credit Approval is given to defer follow-up. The SALES MANAGER must clear outstanding
items as indicated by                                                       (date).

A COPY OF THE COMPLETED FORM (ALL PAGES) MUST BE KEPT ON THE MANAGERIAL FILE

DOCUMENT COMPLETION CERTIFICATE

LIST OF DOCUMENTS ATTACHED:

PLEASE HAVE THE DOCUMENTS BELOW EXECUTED.

OUTSTANDING MATTERS:

THESE ITEMS MUST BE ACTIONED BEFORE SETTLEMENT & DRAWDOWN CAN GO AHEAD.

**       THE SALES MANAGER IS RESPONSIBLE FOR COMPLETING OUTSTANDING MATTERS AFTER DRAWDOWN AS INDICATED ABOVE.

Dear Sir/ Madam,

Thank you for the opportunity to discuss your finance requirements. I am pleased to advise that your request for finance has been approved. Full details regarding your Facilities are detailed in the attached Business Finance Agreement.

Would you kindly sign and return the duplicate Business Finance Agreement to accept this finance offer.

We appreciate the opportunity to provide your finance on this occasion and look forward to being of assistance to you in the future.

If you have any questions about any aspect of your finance or the attached documentation, please do not hesitate to contact me.

Yours sincerely,

Sukhi Singh

Senior Relationship Manager

0409 221 537

23 January 2008

To: Channell Pty Ltd ACN: 002 735 622

We are pleased to offer finance as detailed in the following sections and attachments to this letter:

For definitions of terms used in this letter please refer to your booklet.

This Agreement only applies to the Facilities listed in the attached Finance Details.

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Finance Details

The following specific conditions apply to this Borrower’s Facilities:-

The Bank will require release of National Australia Bank Limited fixed and floating charge No 44525 over Channell Pty Ltd prior to any drawdown of approved facilities.

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The following specific conditions apply to this Borrower’s Facilities:-

You must provide the following reports to us, certified by the director / principal, on a half yearly basis commencing 15/8/2008. These reports are to be provided within 45 days of the corresponding balance date 30/6 and 31/12 and are to include:

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Details of Fees & Charges

What are the set up costs for this finance?

Do property valuation fees apply?

We may, at any time, obtain a valuation of any new security property or an updated valuation of any existing security property from a Licensed Valuer. If we do, you will have to pay for the valuation. We will advise you before we do so. The cost may be debited to one of your accounts.

Is the amount of these fees and charges likely to vary?

The fees and charges quoted above are indicative of what is payable to us and/or to the Government.

Should we be required to pay additional Government charges in relation to the security documentation and they are not quoted above, then you will be required to cover these costs. Any fees or charges not paid by you (or authorised for payment) after acceptance of this offer may be debited to any of your accounts.

If the Facilities or Securities are complicated in nature, we may instruct our solicitors to prepare the Securities. If so, you will have to pay their costs and disbursements. An estimate of the amount payable will be provided to you on request.

If you increase, extend or vary a Facility, additional fees and charges may apply.

What happens if the Agreement does not proceed?

If, after accepting this offer, you decide not to proceed, we are entitled to retain the Establishment Fee, but part of the Establishment Fee may be refunded to you. As you will appreciate, the funds retained will be used to compensate us for work completed up to the point of you notifying us that the Facilities are no longer required.

How are the ongoing fees and charges on my facilities calculated?

The Finance Details set out each fee applicable to your Facilities, and the amounts or rates of those fees. The method of calculation and charging for these fees is detailed below.

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Banker’s Undertaking

Service Fee is calculated as a percentage of the value of each Banker’s Undertaking issued, with a minimum fee of currently $100.00, but subject to change. The Service Fee is charged six monthly in advance and is non-refundable.

Establishment fee is payable for each additional Banker’s Undertaking issued under a Banker’s Undertaking Revolving Limit. This fee is currently $100.00, but subject to change. The fee is charged on issue of the additional Banker’s Undertaking.

Banker’s Undertaking Demand Processing Fee of $250 is payable each time the Bank is required to make payment (either full or in part) in response to a demand received from a Favouree under a Banker’s Undertaking.

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Terms of Finance Offer

What do I need to do before the finance will be available to me?

This offer of finance is subject to the following conditions. You need to:

·        accept this offer (See “How can I accept this finance offer?”)

·        pay the Establishment Fee

·        complete and sign any new security documentation to our satisfaction

Do I have to provide Security?

This is not an agreement to give Security. However, unless a Facility is stated as unsecured in the Finance Details, we will not provide any Facility until you do so.

When will my finance arrangements be reviewed?

We may review each Facility:

·        annually and

·        at any other time after giving notice to you.

Refer to your booklet for further information.

What should I know about interest rates and margins?

Where an interest rate applies to a Facility:

·        interest will be calculated on the daily balance owing in the loan account from the first day of drawing to the date of repayment

·        if no period is specified in the Finance Details, interest is payable on the last business day of each calendar month

·        quarterly interest (where applicable) will be payable on the last business day of March, June, September and December

·        half yearly interest (where applicable) will be payable on the last business day of March and September

·        interest may be debited to the loan account without notice to you.

You agree to pay:

·   interest on each Facility at the interest rate and margin stated in the Finance Details

·   interest on overdue amounts including excesses above Facility Limits at the Unarranged Lending Rate, which will be determined by the Bank from time to time.

We can vary the margin at any review and we will notify you of any change to the margin. The Unarranged Lending Rate will be published in a tombstone with our other Business Finance lending rates.

Advertisements of our current variable base rates and the Unarranged Lending Rate will appear in the Australian Financial Review and The Australian every second Monday. If Monday is a public holiday, the advertisement will appear on the next business day. We will also give you information on current interest rates, on request.

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Can the amount of my fees and charges change?

Fees and charges quoted in the Finance Details are based on the finance product selected. Any changes to amount outstanding, or to terms and conditions, may result in a change to the amount of those fees. See “How are the ongoing Fees and Charges on my Facilities calculated?” for more details.

We may vary the fees and charges payable, or introduce new fees and charges, as explained in the booklet.

Goods and services tax (GST) is a tax payable in respect of taxable supplies (as defined in the GST law) made on or after 1 July 2000.

Some fees and charges may be varied as a result of the introduction of GST in the manner outlined above.

Where, as provided in the booklet you have to :

·        indemnify us against an amount; or

·        pay or reimburse us for an amount we will pay or have paid to someone else (a Supplier) and the cost to us includes GST payable to the Australian Tax Office by the Supplier,

the amount you will pay us, or that we may charge to any of your accounts, will include any GST or other tax paid or payable by us or the Supplier.

However, to the extent that we are entitled to claim an input tax credit or a reduced input tax credit in respect of any supply which is paid or reimbursed by you, and the benefit of that credit is not reflected in the amount you have paid, it will be passed on to you later.

Where are the ongoing fees charged?

Those fees may be charged to any of your accounts. Generally this will be the facility account or the principal transaction account of the borrower.

Are my Facilities repayable on demand?

Yes, unless otherwise stated in the Finance Details.

How often will I receive statements of account?

We will send you a statement of your loan account every six months or more frequently as agreed between us.

Does the code of Banking Practice apply?

If any one borrower is a small business as defined by the Code:

Each relevant provision of the Code of Banking Practice will apply to your finance from the date we adopt that provision.

The relevant descriptive information referred to in sections 13.1 and 13.2 of the Code of Banking Practice is set out in our Terms and Conditions booklets:

·        Deposit Accounts for Personal Customers Product Disclosure Statement - incorporating Terms and Conditions for using your account

·        Deposit Accounts for Business Customers Product Disclosure Statement - incorporating Terms and Conditions for using your account

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These booklets include the following information:

·        our account opening procedures;

·        our obligations regarding the confidentiality of your information;

·        complaint handling procedures;

·        general descriptive information regarding bank cheques;

·        a recommendation that you inform us promptly if you are in financial difficulty; and

·        a recommendation that you carefully read the terms and conditions applying to the relevant banking service (which in relation to your business finance means you should carefully read your Business Finance Agreement before signing it).

Copies of these booklets are available on request.

If none of the borrowers are a small business as defined by the Code:
No.

If I am borrowing with someone else, can I determine my liability?

If there is more than one borrower, each of you is individually liable for the full amount of the facilities, unless this Agreement provides otherwise. We will allow a borrower to terminate their liability in respect of future advances or financial accommodation on giving us written notice. This right only applies where we can terminate any obligation we have to provide further credit to any other borrower under the same facility.

How can I make my payments?

You can make your payments:

·        by periodical payment from an account in your name you conduct with us. You can choose this option by completing the details in the Acknowledgement and Acceptance section. Current periodical payment fees are quoted in our Banking Services brochure, which you can obtain from any branch, or by calling Business Telephone Banking on 132 142; or

·        by periodical payment from an account with another financial institution – you will need to organise this with that financial institution; or

·        at any of our branches in Australia. Please let your Business Banking Manager know if you require a deposit book; or

·        by use of Business Internet Banking or Business Telephone Banking.

Some of the options listed above may not be available to you, depending on your Facility. Your Business Banking Manager can assist you in selecting the right payment option for your Facility.

Can I stop my obligations in respect of further advances?

If you are jointly and severally liable under a credit facility, we will allow you to terminate your liability in respect of future advances or financial accommodation on giving us written notice. This right only applies where we can terminate any obligation we have to provide further credit to any other debtor under the same credit facility, for example any obligation we may have to pay unpresented cheques under an overdraft facility.

How can I accept this finance offer?

You have 30 days from the date of this offer to accept it, unless we extend the date.

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You will need to complete, sign, date and return the second copy of this Finance Agreement to this office. When we receive your acceptance, the Agreement will commence and will replace all previous agreements between us in relation to the Facilities.

We may withdraw this offer at any time before you accept it, if we become aware of anything we consider changes the basis on which the offer was made.

If you do not draw any Facility (except for Overdraft or Line of Credit Facilities) within 3 months after you accept the offer, we may cancel that Facility unless we have agreed otherwise.

Signed for and on behalf of Westpac Banking Corporation by:

Sukhi Singh

Senior Relationship Manager
BFS Sales Support NSW
0409 221 537

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Acknowledgement & Acceptance

Acknowledgements And Acceptance of Business Finance Terms and Conditions

Each Borrower:

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SIGNED for and on behalf of Channell Pty Ltd ACN: 002 735 622

The Solicitor, Settlement Agent or Land Broker acting for me/us is:-

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BANKER’S UNDERTAKING

This Schedule sets out additional terms and conditions of your Banker’s Undertaking facility which are not included in the Finance Details.

Revolving Facility

If the Finance Details states that you have a Revolving Facility, you may request the Lender to issue more than one Banker’s Undertaking up to the unused portion of the Limit Amount quoted in the Finance Details. The Lender may state additional pre-conditions to the issue of each Banker’s Undertaking. The following terms and conditions also apply to each Banker’s Undertaking issued under the Revolving Facility.

Payment

The Lender may at any time, without being required to do so, pay to the favouree any amount required by the favouree to discharge the Lender’s obligations under the Banker’s Undertaking.

The Lender may pay any amount that it is called upon to pay or which the Lender, in its discretion, decides to pay under the Banker’s Undertaking without reference to you or any surety, and without enquiring whether the conditions or obligations under any agreement between you and the favouree have or have not been complied with. The Lender is not required to investigate the correctness of any information, statement or document or verify any signature or title on any document given to the Lender in relation to the Banker’s Undertaking.

Where a Banker’s Undertaking is issued in Western Australia, if the Lender pays an amount under a Banker’s Undertaking, the Lender will debit any of your accounts or open an account and debit that account for the amount paid by the Lender.

Where a Banker’s Undertaking is not issued in Western Australia, if the Lender pays an amount under a Banker’s Undertaking you will pay that amount to the Lender immediately on demand. The Lender may also debit any of your accounts for that amount, or open an account and debit that amount to that account.

Account for Charging of Fees

If you do not already conduct an account with the Lender you will be required to open one, to enable the Lender to automatically deduct all ongoing fees. You must continue to conduct an account with the Lender until you notify the Lender that the Banker’s Undertaking facility is no longer required.

Bill Of Lading

If a Banker’s Undertaking is to be in the form of a guarantee signed by you and endorsed by the Lender to enable you to obtain the delivery of goods without production of the Bill of Lading in relation to those goods, then you will return the Banker’s Undertaking to the Lender as soon as the Bill of Lading has been delivered to the shipping agents. Your obligations under the Banker’s Undertaking and this Agreement will continue whether or not drafts or documents presented to the Lender are in accordance the terms and conditions of the documentary credit or collection transaction of which they are a part. You undertake that the goods referred to in the Bill of Lading are not included in the list of prohibited goods specified by the Customs Department.

Cancellation Of Banker’s Undertakings

The Lender’s obligations under a Banker’s Undertaking cease on the earliest of the following:

Consent

The Lender may give to any surety copies of:

·      the Business Facility Agreement including all Schedules and the booklet;

·      the Banker’s Undertaking;

·      any formal demand that is sent to you.

DECLARATION OF ASSET VALUES

To: Westpac Banking Corporation ABN 33 007 457 141

Re: Fixed and Floating Charge (the “Charge”) given by Channell Pty Ltd ACN 002 735 622 on 31/01/08 in its own right (the “Company”) in favour of Westpac Banking Corporation (the “Bank”).

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(B)           s260-5 of Schedule 1 to the Taxation Administration Act 1953;

(C)           s34 of the Taxation Administration Act 1953;

(D)          any similar legislation,

which will affect that asset; or

(v)                               on a Government Agency taking any step which may result in an amount of Tax or an amount owing to a Government Agency ranking ahead of the floating charge with respect to that asset; or

(b)           in respect of all the Property:

(i)                                  if an order is made or a resolution is passed for the winding up of the Mortgagor; or

(ii)                              on the security constituted by this Deed being enforced in any way.

Except where expressly stated, no notice or action by the Lender is necessary for the charge to crystallise.

2.5          De-crystallisation

By notice to the Mortgagor, the Lender may at any time release from the fixed charge any asset which has become subject to a fixed charge under clause 2.4.

That asset will then again be subject to the floating charge and to the further operation of that Clause.

3.           Acknowledgment of Indebtedness

The Mortgagor acknowledges that it owes the Lender at least $1.

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Schedule

Prior Ranking Security Interests

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Executed as a Deed.

SIGNED SEALED AND DELIVERED by
Channell Pty Ltd ACN 002 735 622
by authority of its directors

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BANKER’S UNDERTAKING

To:     ING Management Limited ACN 006 065 032 of 3 Healy Circuit Huntingwood NSW 2148 (the “Favouree”)

At the request of:       Channell Pty Ltd ACN 002 735 622 (the “Customer”)

and in consideration of the Favouree accepting this Undertaking for rental bond for the premises at Huntingwood, WESTPAC BANKING CORPORATION (the “Bank”) unconditionally undertakes to pay on demand any amount or amounts which may from time to time be demanded in writing purporting to be signed by or on behalf of the Favouree, up to a maximum aggregate sum of $296,925.75 (the “Amount”).

Payment of the Amount or any part thereof will be made by the Bank to the Favouree without reference to the Customer and regardless of any notice from the Customer to the Bank not to pay any amount.

The Bank’s obligations under this Undertaking cease on the earliest of the following:

·         written notification is received by the Bank from the Favouree that the Undertaking is no longer required

·         the Undertaking is returned to the Bank

·         all payments by the Bank to the Favouree under the Undertaking total the Amount

·         the Favouree notifies the Bank that the payments made by the Bank constitute the total amount required to be paid

Notwithstanding any other obligations of the Bank under this Undertaking the Bank may at any time, without being required to do so, extinguish any liability it has under the Undertaking by paying to the Favouree the Amount less any amount or amounts it has previously paid under this Undertaking, or any lesser amount the Favouree notifies the Bank as being acceptable to it.

The benefit of this Undertaking is personal to the named Favouree and is not capable of assignment.

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BANKER’S UNDERTAKING

By:           WESTPAC BANKING CORPORATION ABN 33 007 457 141 (the “Bank”)

To:           ING Management Limited ACN 006 065 032 of 3 Healy Circuit Huntingwood NSW 2148 (the “Favouree”)

At the request of:         Channell Pty Ltd ACN 002 735 622 (the “Customer”)

Amount:      $296,925.75

Dated at Concord West, this 23^rd day of January 2008.

Please forward all notices and correspondence to The Manager, Westpac Banking Corporation at Business Loan Centre NSW 1 King Street Concord West NSW 2138 (ref: NSW Metro Norwest branch).

This is the duplicate copy of the Banker’s Undertaking.

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