1. Consulting Principles will provide one day of SAP WMS operational and strategic consulting support services to NYLEX Consumer Products. 2. John Payne will spend half to three quarters of the day onsite with NYLEX staff to understand key operational areas for improvement. 3. A summary document will be provided identifying the priority areas and suggestions for helping to address the issues.

1. Work Order: 0137
SAP Application Support Services
SAP WMS Operational Support
NYLEX Consumer Products
Consulting Principles Pty Limited
19th
September 2006

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Work Order
Customer Requirement: • Provide SAP WMS post implementation
operational and strategic consulting support
services.
Location & Contact Details: NYLEX Consumer Products
50-70 Stanley Drive
Somerton, VIC
Phone: 61 3 9209 1472
Mobile: 0417 354 863
Fax: 61 3 9387 5557
Contact Person: Tom Evans (National Distribution
Manager)
The scope services provided are: The initial day will be spent ½ to 3/4 on-site and ½ to ¼
off site.
The onsite work will be spent with key operational staff to
understand and develop a list of key operational areas for
improvement in order of priority.
The summary document from this will be submitted for
agreement and a suggestion of activity will be included to
provide help to action against the areas identified.
Whilst it is expected that most of the activity is to support
the operational component, there may be some software
modifications needed to compliment this activity. This
will also be highlighted in the summary document to be
submitted.
It is expected that further CP resources will be used and a
separate Work Order will be created to reflect the agreed
approach based on discussion and agreement of the
summary document.
Deliverables: • John Payne to provide 1 day strategy and
operational SAP WMS support.
• Summary document, highlighting key areas for
improvement.

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Proposed Dates: The dates for the on site work is dependant on the
availability of key people. The work will be performed as
soon as is possible and will be discussed between Tom
Evans and John Payne.
At this point Thursday 21st
or Friday 22nd
September is
possible but we’d need to confirm ASAP.
Rate: The rate is $1400 Australian Dollars per standard day,
exclusive of GST.
Travel, accommodation and expenses ex-Sydney will be
charged at cost.

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Cost:
* Airfares, travel and expenses ex-Sydney at cost.
Consultant Days
John Payne 1 day
TOTAL $1400 ex-GST
Payment Schedule: This engagement will be provided on a fixed price basis
for the duration and dates specified. An invoice will be
sent at the completion of the work, based on 30-day
payments terms.
Consulting Principles Contact
Details:
Contact Person: Paul Roddis
Phone: 0404 160 678
E-Mail: paul.roddis@c-p.com.au
Postal Address:- PO Box 450
Milsons Point, NSW
2061
Street Address:- Level 5, 118 Alfred St
Milsons Point, NSW
2061
Office Number: 02 9954 1993
Fax Number: 02 9954 6698
For more information
about Consulting
Principles’ support
services see:
http://www.cp3.com.au/

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RECITAL
Consulting Principles Pty Ltd (ABN 62 640 278 988) (in this part called “we ”) agrees to
supply the services ordered by NYLEX Consumer Products (ABN ) (in this part called
“you”) in return for payment of the amounts due under these terms. The agreement for
each service ordered comprises these terms and the terms contained in a Work Order.
In consideration of the mutual covenants and agreements contained in this Work Order
and, we both agree as follows:
(1) Nature of Work - Each task to be performed by Consulting Principles under this
Work Order and the deliverables arising from those tasks are set out in this Work
Order.
(2) Roles & Responsibilities - Consulting Principles will devote to the performance of
such services the time and resources necessary to perform the services in an agreed
manner in accordance with this Work Order. You agree to devote the time and
resources needed to meet your obligations as agreed and detailed in this Work
Order.
(3) Fees - In consideration of the services to be performed by Consulting Principles
pursuant to this Work Order you agree to pay the fees set out in this Work Order.
(4) Entire Agreement - This Work Order constitutes the complete and exclusive
statement of the work to be executed by Consulting Principles and / or its
subcontractors (in relation to its subject matter), and all previous representations,
discussions, and writings in relation to this Work Order are merged in, and
superseded by, this Work Order.
(5) General Conditions for supply of Professional Services – Consulting Principles
agrees to perform the services described in this Work Order subject to the terms and
conditions below.
1. TERMS AND CONDITIONS
1.1 Fees, Payment, Taxes
(a) You will pay invoices within thirty days without any deductions or
withholdings and without any right of set off or counter claim. We may
suspend services while any money you owe us is outstanding.
i. If we determine that estimates will be exceeded, we will notify you as soon
as practicable, and you may terminate the services, paying only for services
furnished prior to the termination date. Estimates are based on a normal 8
hour day between the hours of 8 am and 6 pm, Monday to Friday both
inclusive, excluding public holidays. Charges will be paid by you whether
the amount of the charge is above or below the estimate.
ii. We will charge you at cost, for all travel, accommodation, meal and any
other reasonable expenses of those personnel providing the services where
those personnel work away from their city of residence. Unless otherwise
agreed with you in advance, class of travel, accommodation, meal and other
expenses will be those that conform with our own travel, accommodation
and expense reimbursement policies in force from time to time.

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iii. We will charge you for a minimum of half a day for each of our personnel
who attends premises requested by you, even though the services they
perform may take less than half a day.
iv. You will pay any taxes (except income tax), duties and any stamp duty paid
or payable on this Work Order, including GST.
1.2 Scope of Services, Changes and Support Materials
(a) You agree that the services, detailed in this Work Order, are acceptable to you,
and that you will pay the amount set out in the Work Order in accordance with
our payment conditions as per Clause 1.1 Fees, Payment, Taxes.
(b) Where the completion of a particular task or specific work is involved, we will
include the means of achieving it and the requirements to be fulfilled by both
of us. We reserve the right to use subcontractors who we think are qualified to
furnish the services.
(c) Both of us agree to cooperate to help achieve successful project completion.
Sometimes, agreement may be needed to enable work to progress. Both of us
will negotiate in good faith to reach that agreement. Where you accept details
such as specifications or completion criteria that we have developed, they
become part of the work to be completed by us. Should both of us fail to reach
agreement, then the agreement relating to the Work Order will terminate. You
can retain any work we have delivered to you up to that time. We will keep the
payments you have already made and will be entitled to fees and expenses
which are payable up to that time. Also, you will reimburse us moneys we
have paid, or are liable to pay to subcontractors (for which we have not been
paid).
(d) Prior to handing it over to you, where both of us agree the nature of the work
requires it, we will subject the work (or part as necessary) to an acceptance
test agreed between us. On successful completion, you will accept the work
(or part) as meeting your requirements. Where an acceptance test is not
specified in the Work Order, the work will be deemed complete when we
perform it or deliver it.
(e) Either of us may request at any time that changes be made to the current Work
Order. Until we have both agreed any changes, we will continue to perform
the work, as the current statement requires. When you and we have agreed the
changes, we will confirm them in writing.
(f) The work as changed then becomes the work to be performed under the
agreement. A change may affect charges, estimated schedules or other terms.
Depending on what we think is the extent and complexity of the requested
change, we may charge you for our effort required to analyse a change

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requested by you. In which case, we will give you an estimate and begin the
analysis only on your confirmation.
(g) We may bring support materials on to your premises. We own them and they
may include information, which is proprietary to us. Only we may use them
and you will let us remove them at any time. The materials may be things such
as hardware and software maintenance manuals, schematics, diagnostic
software, tools, and other things we might use to help us perform the services
1.3. Supervision, Control and Personnel
(a) The activities we assist you with are the responsibility of and remain under the
supervision, management and control of you.
(b) We will remove any consultant who you tell us is not obeying your rules of
conduct, operating procedures or lawful directions while on your premises. We
need to know why and you will tell us. We will try and provide a replacement if
you request one. You understand that it may not possible to find a replacement on
the same commercial terms and that the removal does not constitute a breach or
repudiation of this agreement or entitle you to withhold or abate any fees or charges
under the Work Order.
(c) Recognising that we and the personnel provided to you under this agreement may
perform similar services for others from time to time, neither they nor we are
restricted by this agreement from providing those services to others.
1.4 Liability
(a) You acknowledge that you have relied on your own skill and judgment in the
selection, supervision, use and management of the services provided by this
agreement and in the results expected thereof.
(b) The provisions of various statutes, rules or regulations from time to time in force
may impose certain conditions, warranties and obligations which may not or which
may not except to a limited extent be varied, modified or excluded. To the extent
that it is not lawful for such conditions, warranties or obligations to be varied,
modified or excluded, they shall (but only to the extent required by law) form part
of this agreement.
(c) Warranties, conditions, promises or statements either expressed or implied,
statutory, collateral or otherwise, whether relating to the products or services we
perform or supply or relating to any products or services to be supplied by anyone
else, which are not expressly referred to herein are expressly excluded to the extent
permitted by law.
(d) We will not be liable to you in contract or in tort, for, or in respect of, any indirect
or consequential loss arising out of or in connection with or relating to the
performance or any breach of this agreement or any matter relating to this

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agreement or error (whether negligent or not) in information supplied to you before
or after the date of this agreement in connection with its subject matter, even if we
knew or should have known of the possibility of such damages. “Consequential
loss” shall include but not be limited to loss of profit, data, use or goodwill (or
similar financial loss), and payment made or due to any third party, any loss or
damage caused by delay in delivery or installation or in supply of products or
services to be provided under this agreement.
(e) Any liability we have to you in contract or in tort arising out of, or in connection
with, or relating to the performance or any breach of this agreement, or any matter
relating to this agreement, or error (whether negligent or not) in information
supplied to you before or after the date of this agreement in connection with its
subject matter shall not exceed in total the amount we have been paid by you for the
products or services which are the subject matter of or directly related to the causes
of action asserted.
(f) Where we are in breach of a condition or warranty implied by the Trade Practices
Act 1974 (other than a condition or warranty implied by section 69 of that Act) our
liability is limited to: where we supplied services; the cost of having the services
supplied again, and where we supplied goods; the repair or replacement of the
goods or the supply of equivalent goods.
1.5 General
(a) You agree not to assign or transfer any rights we grant or obligations you undertake
without our prior written consent nor to grant a sub-license of any license granted to
you.
(b) Neither of us is responsible for failure to fulfill any obligation due to causes beyond
our reasonable control.
(c) Neither of us will bring a legal action against the other more than two years after
the cause of action arose.
(d) In the event of a default by either of us, the other shall give written notice
specifying the default. Only if the person in default does not remedy it within a
reasonable period may the other terminate the agreement and take whatever action
is available to them.
(e) In the event of any inconsistency between the terms of this agreement and the
provisions of any purchase order, acknowledgement or other documentation
provided by you, the terms of this agreement will prevail.
(f) No modifications or amendments to this agreement or any waiver of any terms will
be effective unless written and signed by us both. Any delay in enforcing any rights
we may have will not be or be deemed to be any waiver of our rights.
Each agreement containing these provisions is made under, and shall be interpreted in
accordance with the laws of New South Wales.

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Work Order Approval
Please indicate your agreement to these terms and conditions by signing in the
appropriate space below.
NYLEX Consumer Products )
)
by ) ____________________________
Signature
___Tom Evans________________
Consulting Principles Pty Ltd )
by ) _____________________________
Signature
_____________________________