Brainytoys, LTD Watch

from 20FR12G 24 pages Brainytoys Limited (Acn 001 894 033) and Noble Investments Pty Ltd

from 20FR12G 10 pages Leadenhall Australia Limited Abn 63 007 997 248 Afs License No. 228819 (“Underwriter”) and Brainytoys Limited Abn 28 001 894 033 (“Company”) Underwriting Agreement

from 20FR12G 11 pages Brainytoys Limited (Acn 001 894 033) and Highforce Investments Pty Ltd (Acn 066 339 697) and Alexander Aguero Deed of Employment

from 20FR12G 14 pages This Deed Is Made the Day of 2005 Between: Brainytoys Limited (Abn 28 001 894 033) of Unit 6, 34 York Street, North Perth, Western Australia (Brainytoys); and Brainytoys.com Pty Ltd (Acn 091 822 481) of C/- Unit 6, 34 York Street, North Perth, Western Australia (Brainytoys.com); and Alexander Aguero of 6b Bowen Street, O’connor, Western Australia (Aguero); and Recitals: A. Brainytoys, Brainytoys.com and Aguero Entered Into the Share Sale Agreement With the Purpose and Intent of Brainytoys Acquiring 100% of the Issued Capital of Brainytoys.com And, Consequentially, 100% of the Legal Beneficial Interest in the Intellectual Property Rights. B. the Share Sale Agreement Has Now Been Completed and the Parties Wish to Enter Into This Deed to Acknowledge the Purpose, Intent and Effect of the Share Sale Agreement. C