FORM OF GUARANTEE AND INDEMNITY

IMPORTANT NOTICE: This form of Guarantee and Indemnity, once completed, may require that you become liable for someone else’s debt. Please seek independent advice prior to completion

IN CONSIDERATION of Drake Australia Pty Ltd (A.B.N 42 004 939 771) (“Drake”), providing recruitment and/or other human resources goods or services from time to time (“the services”) to the applicant company, named:

A.B.N.

(Insert full name of company applying for credit, hereafter referred as Applicant)

POST CODE:

(Insert Company trading address of Applicant)

1,

(PRINT full name of person agreeing to guarantee debts, hereafter referred as Guarantor) of

(Insert full residential address of Guarantor)

AGREE:

1. To unconditionally and irrevocably guarantee to Drake the due and punctual payment of all moneys due and payable (including without limitation, by way of principal and interest, fees, costs, charges, indemnity or damages and all moneys which Drake becomes actually or contingently liable to pay, for or on behalf of the Applicant either alone or jointly with any other person) (“secured moneys”) which the Applicant is liable to pay Drake for the provision of services from time to time, and

2. This Guarantee:

(a) is a principal obligation and will not be treated as ancillary or collateral to any other right or obligation however created or arising;

(b) may be enforced against the Guarantor without Drake first being required to exhaust any remedy it may have against the Applicant or to enforce any security it may hold with respect to the secured moneys;

(c) is a continuing Guarantee and indemnity for the whole of the secured moneys and will be irrevocable and will remain in full force and effect until discharged; and

(d) will not be considered as wholly or partially discharged by the payment at any time of any of the secured moneys or by any settlement of account or by any other matter or thing whatsoever and will apply to the present and future balance of the secured moneys shares in the Applicant; and

4. That my liability under this guarantee shall not be lessened or impaired or affected by any time or indulgence granted to the Applicant by Drake, or by any scheme or arrangement affecting the Applicant (including the Applicant’s liquidation or dissolution or the appointment of a Receiver & /or Manager over the Applicant) or any change in the control of, or ownership of, shares in the Applicant, and

5. If the Applicant becomes insolvent, the Guarantor authorises Drake to prove for all moneys which the Guarantor will have paid under this Guarantee and to retain and to carry into a suspense account and to appropriate at the discretion of Drake any dividends received in the liquidation, bankruptcy or other insolvency of the Applicant and all other moneys received in respect of the secured moneys until Drake has been paid the secured moneys in full; and

6. That until all secured moneys owed by the Applicant to Drake have been paid in full, the Guarantor will not:

(a) be entitled to share in any security held or money received by Drake or to stand in the place of Drake in respect of any security or money;

(b) take any steps to enforce a right or claim against the Applicant in respect of any money paid by the Guarantor to Drake under this Guarantee; or

(c) have or exercise any rights as surety in competition with Drake; and

7. That this Guarantee will remain in full force and effect until all moneys owed from time to time by the Applicant to Drake have been paid in full,and

8. That Drake will be entitled to recover from me any moneys owed to it by the Applicant without Drake first taking any proceedings against or making demands upon the Applicant,and

9. Any settlement,discharge or release between the Guarantor and Drake will be conditional upon no security or payment to Drake by the Applicant or any other person being avoided or reduced by virtue of any provisions or enactments relating to insolvency for the time being in force,andDrake may recover the value or amount from any such security or payment from the Guarantor subsequently as if that settlement,discharge or release had not occurred;and

10. If the whole or any part of the secured moneys are or may be irrecoverable from the Applicant by Drake for any reason whatsoever whereby the amount thereof or resulting therefrom is not recoverable from the Guarantor as a surety,then and in each such case:

(a) the Guarantor as a separate and additional liability under this Guarantee indemnifies Drake in respect of the secured moneys;

(b) as a principal debtor agrees to pay Drake when demanded in writing a sum equal to the amount of the secured moneys;and

(c)for the purposes of this indemnity,this clause shall be construed as if the secured moneys were recoverable and the terms of this Guarantee will apply as far as possible,with any necessary changes being made; and

11. The Guarantor has not taken, and will not take without the written consent of Drake, any security from the Applicant in connection with this Guarantee. The Guarantor shall hold any security so taken in trust for Drake and as security for the liability to Drake under this Guarantee. Drake shall be under no obligation to marshall in favour of the Guarantor any security whatever held by Drake or any funds or assets that Drake may be entitled to receive or have a claim upon; and any personal information contained therein; and

13 Where this Guarantee is given by more than one person, the obligations on the part of the Guarantor contained in this Guarantee take effect as joint and several obligations and references to the Guarantor take effect as references to those persons or any of them. None of them will be released from liability under this Guarantee by reason of any other Guarantor not executing this Guarantee, or this Guarantee ceasing to be binding as a continued security on any other Guarantor, and the release by Drake of any Guarantor from this Guarantee will not affect the liability of the other Guarantors, and

14. A certificate of an officer of Drake as to the amount for the time being due from the Applicant to Drake and as to the interest from time to time payable will be conclusive evidence for all purposes against the Guarantor in the absence of manifest error; and

15. The Guarantor shall reimburse Drake for the expenses of Drake incurred in connection with the enforcement of, or the preservation of any rights under, this Guarantee including legal costs and expenses on a full indemnity basis; and

16. This Guarantee and the rights of Drake under it may be assigned or transferred by way of security or absolutely by Drake without the consent of the Applicant or the Guarantor; and

17. Any demand or notice will be made in writing signed by an officer or agent of Drake and may be served on the Guarantor either by hand or by post. Any demand or notice may be addressed to the Guarantor at the address or place of business last known to Drake and will be deemed to have been received on the second business day following the day on which it was posted and will be effective even if it is returned undelivered to Drake.

Dated / /

N.B. If there is more than one guarantor for the Applicant, a separate form must be completed by each person agreeing to be Guarantor.

Upon completion, the original of this Guarantee must be forwarded to Drake Australia Pty Ltd at the address shown below.