RFI - Attachment 2 - Coast2Bay - Cover Letter & MOU

               (ii)      give information to or have discussions with any person other than the other party
                         or a relevant Government Agency about the Proposed Initiative,

       unless the directors of that party, by complying with clause 6.1(b), would breach their fiduciary
       duties.


7      Confidentiality and announcements

7.1    Confidentiality

       A party must not disclose the Confidential Information of another party to any other person
       except:

       (a)     with the consent of the party whose Confidential Information it is;

       (b)     as required by law or an applicable stock exchange; or

       (c)     to its professional advisers and employees for the purpose of progressing and negotiating
               the Transaction Documents or otherwise implementing the Proposed Initiatives in the
               manner specified in the Transaction Documents, on the basis that the person to whom
               the Confidential Information is disclosed keeps the information confidential.

7.2    Announcements

       A party must not make a press release, announcement or other public statement about the
       Proposed Initiative except with the written consent of the other party or as required by law or an
       applicable stock exchange.


8      Costs and expenses

       (a)     Each party bears its own costs and expenses (including of accountants, lawyers and
               other advisers) incurred in the negotiation, preparation and signing of this document.

       (b)     Responsibility for the costs and expenses (including of accountants, lawyers and other
               advisers) incurred in the negotiation, preparation and signing of the Transaction
               Documents will be set out in the Transaction Documents.


9      General

9.1    Amendments

       This document may only be amended by written agreement between all parties.

9.2    Assignment

       A party may only assign this document or a right under this document with the written consent of
       each other party.

9.3    Counterparts

       This document may be signed in any number of counterparts. All counterparts together make
       one instrument.




DRAFT – NOT FOR EXECUTION                                                                        Page 8 of 13