Exhibit
10.3

     

    MISSION
NEWENERGY LIMITED

     

    EXECUTIVE
PERFORMANCE RIGHTS PLAN RULES

     

      
        

      

    

    
      
        	
                1.

              	
                DEFINITIONS
      AND INTERPRETATION

              


      

       

    

    
      	
              1.1

            	
              Definitions

            


    

     

    In these
rules:

     

    ASX means the ASX Limited (ABN
98 008 624 691).

     

    Board means the board of
directors of the Company or committee appointed by the Board for the purposes of
the Plan.

     

    Company means Mission
NewEnergy Limited (ABN 63 117 065 719).

     

    Eligible Executive means an
employee of a Group Company who is declared by the Board to be eligible to
receive grants of Performance Rights under the Plan, and whom it is intended
will be a senior executive who is able to directly influence the long term
success of the Company.

     

    Group Company means the
Company, its Subsidiaries and any other entity declared by the Board to be a
member of the group for the purposes of the Plan.

     

    Listing Rules means the
official Listing Rules of the ASX as they apply to the Company from time to
time.

     

    Participant means a person who
holds Performance Rights from time to time.

     

    Performance Right means an
entitlement to a Share subject to satisfaction of achievement criteria and the
corresponding obligation of the Company to provide the Share, pursuant to a
binding contract made by the Company and an Eligible Executive in the manner set
out in these rules.

     

    Plan means the Mission
NewEnergy Limited Executive Performance Rights Plan as set out in these rules,
subject to any amendments or additions made under rule 9.

     

    Share means a fully paid
ordinary share in the capital of the Company.

     

    Subsidiary has the meaning
given in section 9 of the Corporations Act.

     

    Vesting Conditions means one
or more conditions which must be satisfied or circumstances which must exist
before the Performance Rights vest, as determined by the Board.

     

    
      	
              1.2

            	
              Interpretations

            


    

     

    In this
Plan unless the context otherwise requires:

     

    
      
        	
              	
                (a)

              	
                headings
      are for convenience only and do not affect its
    interpretation;

              


      

    

     

    
      
        	
              	
                (b)

              	
                any
      reference in the Plan to any enactment of the Listing Rules includes a
      reference to that enactment or those Listing Rules as from time to time
      amended, consolidated, re-enacted or
replaced;

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
              	
                (c)

              	
                any
      words denoting the singular include the plural and words denoting the
      plural include the singular;

              


      

    

     

    
      
        	
              	
                (d)

              	
                any
      words denoting one gender include the other
  gender;

              


      

    

     

    
      
        	
              	
                (e)

              	
                where
      any word or phrase is given a definite meaning in this Plan, any part of
      speech or other grammatical form of that word or phrase has a
      corresponding meaning.

              


      

    

     

    
      

    

    
      
        	
                2.

              	
                ESTABLISHMENT
      AND PURPOSE OF THE PLAN

              


      

       

    

    
      	
              2.1

            	
              Establishment

            


    

     

    Subject
to the passing of an ordinary resolution of shareholders of the Company in
general meeting approving adoption of the Plan, the Plan shall take effect from
the date subsequent to that resolution as resolved by the Board.

     

    
      	
              2.2

            	
              Purpose

            


    

     

    The
purpose of the Plan is to:

     

    
      
        	
              	
                (a)

              	
                improve
      Company performance by ensuring the alignment of management with
      shareholder interests;

              


      

    

     

    
      
        	
              	
                (b)

              	
                provide
      an incentive to senior executives to achieve the long term objectives of
      the Company; and

              


      

    

     

    
      
        	
              	
                (c)

              	
                attract
      and retain high calibre persons of experience and ability to employment
      with the Company.

              


      

    

     

    
      

    

    
      
        	
                3.

              	
                GRANT
      OF PERFORMANCE RIGHTS

              


      

       

    

    
      	
              3.1

            	
              Grant

            


    

     

    
      
        	
              	
                (a)

              	
                The
      Board may, from time to time, at its absolute discretion and only where an
      Eligible Executive continues to satisfy any relevant conditions imposed by
      the Board (which may include without limitation that an Eligible Executive
      continues to be an employee of a Group Company at the relevant time) grant
      Performance Rights to Eligible Executives with effect from the date
      determined by the Board, upon the terms set out in the Plan and upon such
      additional terms and Vesting Conditions as the Board
      determines.

              


      

    

     

    
      
        	
              	
                (b)

              	
                Unless
      the Board otherwise determines, an Eligible Executive will not be required
      to make any payment in return for a grant of Performance
      Rights.

              


      

    

     

    
      
        	
              	
                (c)

              	
                Unless
      the Board otherwise determines, a grant of Performance Rights may not be
      made to an Eligible Executive during the year before the date upon which
      they are bound to retire under their contract of
    employment.

              


      

    

     

    
      	
              3.2

            	
              Information
      to be provided to Eligible
Executives

            


    

     

    The Board
will advise each Eligible Executive of the following minimum information
regarding the Achievements Rights:

     

    
      
        	
              	
                (a)

              	
                the
      number of Performance Rights being offered (each entitling its holder to
      one Share upon vesting of that Performance
  Right);

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
              	
                (b)

              	
                any
      applicable Vesting
Conditions;

              


      

    

     

    
      
        	
              	
                (c)

              	
                the
      period of periods during which any vested Performance Rights may be
      exercised;

              


      

    

     

    
      
        	
              	
                (d)

              	
                the
      dates and times when the Performance Rights
  lapse;

              


      

    

     

    
      
        	
              	
                (e)

              	
                any
      amount that will be payable upon vesting of a Performance Right;
      and

              


      

    

     

    
      
        	
              	
                (f)

              	
                any
      other relevant conditions to be attached to the Performance Rights or the
      Shares (including for example, any restrictions on transfer of the
      Shares).

              


      

    

     

    
      

    

    
      
        	
                4.

              	
                TRANSFER
      OF PERFORMANCE RIGHTS

              


      

       

    

    
      
        	
              	
                (a)

              	
                A
      Performance Right granted under the Plan is only
    transferable:

              


      

    

     

    
      
        	
              	
                (i)

              	
                with
      the consent of the Board;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                by
      force of law upon death to the Participant’s legal personal
      representative.  For the avoidance of doubt, if a Participant
      dies after a Performance Right has vested but before a Performance Right
      has been exercised, the Performance Right will be transferred to the
      Participant’s personal representative as soon as possible after their
      death; or

              


      

    

     

    
      
        	
              	
                (iii)

              	
                upon
      bankruptcy to the Participant’s trustee in
  bankruptcy.

              


      

    

     

    
      
        	
              	
                (b)

              	
                Where
      the Participant purports to transfer a Performance Right other than in
      accordance with rule 4(a) the Performance Right immediately
      lapses.

              


      

    

     

    
      

    

    
      
        	
                5.

              	
                VESTING
      AND EXERCISE OF PERFORMANCE RIGHTS

              


      

       

    

    
      	
              5.1

            	
              Vesting
      pre-conditions

            


    

     

    
      
        	
              	
                (a)

              	
                Subject
      to rules 7 and 10.3, a Performance Right granted under the Plan will not
      vest unless the Vesting Conditions (if any) advised to the Participant by
      the Board pursuant to rule 3.2 have been satisfied and the Board has
      notified the Participant of the satisfaction of the Vesting
      Conditions.

              


      

    

     

    
      
        	
              	
                (b)

              	
                A
      vested Performance Right may only be exercised by a Participant once the
      Board has notified the Participant that the Vesting Conditions attached to
      the Performance Right have been
satisfied.

              


      

    

     

    
      
        	
              	
                (c)

              	
                The
      exercise of any vested Performance Right granted under the Plan will be
      effected in the form and manner determined by the Board, and, if an amount
      is payable on vesting of the Performance Right, will be accompanied by
      payment of that amount, unless the manner of payment of the amount payable
      on vesting of the Performance Right is otherwise provided for by the
      Board.

              


      

    

     

    
      
        	
              	
                (d)

              	
                The
      delivery of a Share on the exercise of a Performance Right will constitute
      satisfaction of the condition precedent to performance of the Company’s
      obligation to provide a Share to the Participant under that Performance
      Right pursuant to rule
6.1.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              5.2

            	
              Lapse
      of a Performance Right

            


    

     

    A
Performance Right will lapse upon the earlier to occur of:

     

    
      
        	
              	
                (a)

              	
                failure
      to meet the Performance Right’s Vesting
  Conditions;

              


      

    

     

    
      
        	
              	
                (b)

              	
                the
      date specified by the Board in the information provided to the Eligible
      Executive for the purposes of rule
3.2(d);

              


      

    

     

    
      
        	
              	
                (c)

              	
                the
      Performance Right lapsing in accordance with rule
  4(b);

              


      

    

     

    
      
        	
              	
                (d)

              	
                the
      Performance Right lapsing in accordance with a provision of this rule 5;
      or

              


      

    

     

    
      
        	
              	
                (e)

              	
                the
      10 year anniversary of the date of grant of the Performance
      Right.

              


      

    

     

    
      	
              5.3

            	
              Cessation
      of employment

            


    

     

    
      
        	
              	
                (a)

              	
                If
      a Participant ceases employment (whether as a director or an employee) of
      a Group Company for reasons of illness, injury, disability, redundancy or
      retirement on reaching the retirement age under the terms of their
      contract of employment, or only because their office or employment is in a
      company which ceases to be a Group Company, or relates to a business or a
      part of a business which is transferred to a person who is not a Group
      Company, then the following provisions shall apply for Performance Rights
      made available to them:

              


      

    

     

    
      
        	
              	
                (i)

              	
                if
      the Vesting Conditions have been satisfied (partially or completely) the
      Shares in respect of the Performance Rights shall be issued or transferred
      when employment ceases or as soon as possible
  thereafter;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                if
      the Vesting Conditions have not yet been satisfied (partially or
      completely), the Participant shall retain their Performance Rights until
      the time when the Vesting Condition is next due to be assessed, at which
      time:

              


      

    

     

    
      
        	
              	
                (A)

              	
                a
      Performance Right may, if at all, be exercised within 12 months after
      the  Vesting Condition has been assessed;
  and

              


      

    

     

    
      
        	
              	
                (B)

              	
                the
      awarded Shares shall be issued or transferred as soon as
      practicable;

              


      

    

     

    
      
        	
              	
                (iii)

              	
                the
      number of Shares which may be issued or transferred in accordance with
      clauses 5.3(a)(i) or 5.3(a)(ii) shall be calculated by reference to the
      extent to which the Vesting Condition has been satisfied and shall be
      reduced pro rata to the period from the start of the performance period to
      the date on which employment ceased, in comparison with the period from
      the start of the performance period to the date on which the Vesting
      Condition is first satisfied (partially or completely);
  and

              


      

    

     

    
      
        	
              	
                (iv)

              	
                thereafter,
      the Participant has no further rights in respect of the Performance
      Rights, which lapse;

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
              	
                (b)

              	
                If
      a Participant ceases employment (whether as a director or an employee) of
      a Group Company for a reason not specified in clause 5.3(a), the
      Performance Right shall lapse immediately upon the cessation of employment
      unless the Board otherwise determines, in which case a Performance Right
      may, if at all, be exercised to the extent permitted by the Board, and
      such number of Shares may be issued or transferred as may be permitted by
      the Board in its absolute
discretion.

              


      

    

     

    
      	
              5.4

            	
              Fraudulent
      or dishonest actions

            


    

     

    
      
        	
              	
                (a)

              	
                Where,
      in the opinion of the Board, a
Participant:

              


      

    

     

    
      
        	
              	
                (i)

              	
                acts
      fraudulently or dishonestly;
or

              


      

    

     

    
      
        	
              	
                (ii)

              	
                is
      in breach of his or her obligations to any Group
  Company,

              


      

    

     

    
      then the
Board may:

    

     

    
      
        	
              	
                (iii)

              	
                deem
      any unvested Performance Rights of the Participant to have lapsed;
      and/or

              


      

    

     

    
      
        	
              	
                (iv)

              	
                deem
      all or any Shares allotted under the Plan and held by the Participant to
      be forfeited – in which event the Participant is deemed to have agreed to
      sell his shares to the Company pursuant to an Employee Share Scheme
      Buy-Back (as defined in the Corporations Act) for no consideration or be
      deemed to have appointed any officer of the Company as his or her agent to
      sell the Shares on market;
and/or

              


      

    

     

    
      
        	
              	
                (v)

              	
                where
      any Shares allotted under the Plan have been sold by the Participant,
      require the Participant to pay all or part of the net proceeds of that
      sale to the Company.

              


      

    

     

    
      
        	
              	
                (b)

              	
                Where,
      in the opinion of the Board, a Participant’s Performance Rights vest as a
      result of the fraud, dishonesty, or breach of obligations of another
      person and, in the opinion of the Board, the Performance Rights would not
      otherwise have vested, the Board may determine that the Performance Rights
      have not vested and, subject to applicable
laws:

              


      

    

     

    
      
        	
              	
                (i)

              	
                where
      Shares have not been issued or transferred upon the exercise of a vested
      Performance Right, that the Performance Rights have not vested and reset
      the Vesting Conditions applicable to the Performance Rights;
      or

              


      

    

     

    
      
        	
              	
                (ii)

              	
                where
      Performance Rights have vested and have been exercised by the Participant,
      that the Shares are forfeited by the Participant (as described in rule
      5.4(a)(iv)) and may, at the discretion of the Board, reissue any number of
      Performance Rights to the Participant, subject to new Vesting Conditions
      in place of the forfeited Shares;
or

              


      

    

     

    
      
        	
              	
                (iii)

              	
                any
      other treatment in relation to Performance Rights or Shares to ensure no
      unfair benefit is obtained by a Participant as a result of such actions of
      another person.

              


      

    

     

    
      	
              5.5

            	
              Refund
      of monies paid on lapse of a Performance
Right

            


    

     

    Where a
Performance Right lapses, the Company will repay the Participant the price paid
for the grant of the Performance Right, if any, and the Participant will have no
further entitlement or claim against the Company in resect of the Performance
Right.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

      
        

      

    

    
      
        	
                6.

              	
                ISSUE
      OF SHARES

              


      

       

    

    
      	
              6.1

            	
              Exercise
      of Performance Rights

            


    

     

    The
Company must issue to or procure the transfer to the Participant or his or her
personal representative (as the case may be) of the number of Shares in respect
of which vested Performance Rights are exercised, as soon as reasonably
practicable after a performance right is exercised.

     

    
      	
              6.2

            	
              Share
      ranking

            


    

     

    All
shares allotted under the Plan will rank equally in all respects with the Shares
of the same class for the time being on issue except as regards any rights
attaching to such Shares by reference to a record date prior to the date of
their allotment.

     

    
      	
              6.3

            	
              Listing
      of Shares on ASX

            


    

     

    If Shares
of the same class as those allotted under the Plan are listed on the ASX the
Company will apply to the ASX within a reasonable time after they are allotted
for those Shares to be listed.

     

    
      	
              6.4

            	
              Transfer
      restrictions

            


    

     

    
      
        	
              	
                (a)

              	
                The
      Board may determine that Shares allotted on the exercise of Performance
      Rights are to be subject to restrictions on sale, transfer or other
      dealing by the Participant.  If the Board makes such a
      determination the details of such restrictions must be provided to the
      Participant in accordance with rule
3.2(f).

              


      

    

     

    
      
        	
              	
                (b)

              	
                The
      Company may implement any procedure it considers appropriate to restrict a
      Participant from dealing with any shares in accordance with a
      determination made under rule
6.4(a).

              


      

    

     

    
      
        	
              	
                (c)

              	
                Subject
      to the terms of any restrictions imposed on Shares, if during any period
      while Shares are subject to restrictions a Participant ceases to be
      employed by a Group Company for any reason (including death), the Shares
      to which the Participant is entitled will be transferred to the
      Participant on cessation.

              


      

    

     

    
      

    

    
      
        	
                7.

              	
                TAKEOVER,
      SCHEME OR ARRANGEMENT AND
WINDING-UP

              


      

       

    

    
      	
              7.1

            	
              Takeovers

            


    

     

    
      
        	
              	
                (a)

              	
                In
      the event of a Takeover Bid, the Board may, in its absolute discretion,
      determine that all or a specified number of a Participant’s unvested
      Performance Rights vest.  Any Performance Right which the Board
      determines does not vest will automatically lapse, unless the Board
      determines otherwise.

              


      

    

     

    
      
        	
              	
                (b)

              	
                If
      the Board makes a determination under rule 7.1(a) the Board must notify
      the Participant of the determination in
writing.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              7.2

            	
              Compromise
      or arrangement

            


    

     

    The Board
may, in its absolute discretion, determine that all or a specified number of a
Participant’s Performance Rights vest where:

     

    
      
        	
              	
                (a)

              	
                a
      Court orders a meeting to be held in relation to a proposed compromise or
      arrangement for the purposes of or in connection with a scheme for the
      reconstruction of the Company or its amalgamation with any other company
      or companies;

              


      

    

     

    
      
        	
              	
                (b)

              	
                any
      person becomes bound or entitled to acquire shares in the Company
      under:

              


      

    

     

    
      
        	
              	
                (i)

              	
                section
      414 of the Corporations Act;
or

              


      

    

     

    
      
        	
              	
                (ii)

              	
                Chapter
      6A of the Corporations Act;

              


      

    

     

    
      
        	
              	
                (c)

              	
                the
      Company passes a resolution for voluntary winding up;
  or

              


      

    

     

    
      
        	
              	
                (d)

              	
                an
      order is made for the compulsory winding up of the
  Company.

              


      

    

     

    If no
determination is made or if the Board determines that some or all of a
Participant’s Performance Rights do not vest, those Performance Rights will
automatically lapse.

     

    
      	
              7.3

            	
              Acquisitions
      of shares in Acquiring Company

            


    

     

    If a
company (Acquiring
Company) obtains control of the Company as a result of:

     

    
      
        	
              	
                (a)

              	
                a
      Takeover Bid; or

              


      

    

     

    
      
        	
              	
                (b)

              	
                a
      proposed scheme of arrangement between the Company and its
      shareholders,

              


      

    

     

    and both
the Company and the Acquiring Company agree, a Participant may, in respect of
any vested Performance Rights that are exercised, be provided with shares of the
Acquiring Company or its parent in lieu of Shares, on substantially the same
terms and subject to substantially the same conditions as the Shares, but with
appropriate adjustments to the number and kind of shares subject to the
Performance Rights, as well as to any amount payable on vesting of the
Performance Rights.

     

    
      

    

    
      
        	
                8.

              	
                BONUS
      ISSUES, RIGHTS ISSUES,
RECONSTRUCTION

              


      

       

    

    
      	
              8.1

            	
              Adjustment
      for bonus issues

            


    

     

    If Shares
are issued pro rata to the Company’s shareholders generally by way of bonus
issue (other than an issue in lieu of dividends or by way of dividend
reinvestment) involving capitalisation or reserves or distributable profits, the
number of Performance Rights to which each Participant is entitled, or any
amount payable on vesting of the Performance Rights, or both as appropriate,
will be adjusted in the manner determined by the Board to ensure that no
advantage accrues to the Participant as a result of the bonus
issue.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              8.2

            	
              Adjustment
      for reorganisation

            


    


    In the
event of any reorganisation (including consolidation, subdivision, reduction or
return) of the issued capital of the Company, the number of Performance Rights
to which each Participant is entitled, or any amount payable on vesting of the
Performance Rights, or both as appropriate, will be adjusted in the manner
determined by the Board to ensure that no advantage or disadvantage accrues to
the Participant as a result of such corporate actions.

     

    
      	
              8.3

            	
              No
      other participation

            


    

     

    Subject
to rules 8.1 and 8.2, during the currency of any Performance Rights and prior to
vesting, Participants are not entitled to participate in any new issue of
securities of the Company as a result of their holding Performance
Rights.  In addition, Participants are not entitled to vote nor to
receive dividends as a result of their holding Performance Rights.

     

    
      

    

    
      
        	
                9.

              	
                AMENDMENTS

              


      

       

    

    
      	
              9.1

            	
              Power
      to amend Plan

            


    

     

    Subject
to rule 9.2 and the Listing Rules, the Board may at any time by resolution amend
or add to (“amend”) all or any of the provisions of the Plan, or the terms or
conditions of any Performance Right granted under the Plan.

     

    
      	
              9.2

            	
              Restrictions
      on amendments

            


    

     

    Without
the consent of the Participant, no amendment may be made to the terms of any
granted Performance Right which reduced the rights of the Participant in respect
of that Performance Right, other than an amendment introduced
primarily:

     

    
      
        	
              	
                (a)

              	
                for
      the purpose of complying with or conforming to present or future State or
      Commonwealth legislation governing or regulating the maintenance or
      operation of the Plan or like
plans;

              


      

    

     

    
      
        	
              	
                (b)

              	
                to
      correct any manifest error or mistake;
or

              


      

    

     

    
      
        	
              	
                (c)

              	
                to
      take into consideration possible adverse tax implications in respect of
      the Plan arising from, amongst others, adverse rulings from the
      Commissioner of Taxation, changes to tax legislation (including an
      official announcement by the Commonwealth of Australia) and/or changes in
      the interpretation of tax legislation by a court of competent
      jurisdiction.

              


      

    

     

    
      	
              9.3

            	
              Notice
      of amendment

            


    

     

    As soon
as reasonably practicable after making any amendment under rule 9.1, the Board
will give notice in writing of that amendment to any Participant affected by the
amendment.

     

    
      

    

    
      
        	
                10.

              	
                MISCELLANEOUS

              


      

       

    

    
      	
              10.1

            	
              Rights
      and obligations of Participant

            


    

     

    The
rights and obligations of an Eligible Executive under the terms of their office,
employment or contract with a Group Company are not affected by their
participating in the Plan.  These rules will not form part of and are
not incorporated into any contract of any Eligible Executive (whether or not
they are an employee of a Group Company).  No Participant will have
any rights to compensation or damages in consequence of the termination of their
office, employment or other contract with a Group Company for any reason
whatsoever in so far as those rights arise or may arise their ceasing to have
rights under the Plan as a result of such termination.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              10.2

            	
              Power
      of the Board

            


    

     

    
      
        	
              	
                (a)

              	
                The
      Plan is administered by the Board which has power
  to:

              


      

    

     

    
      
        	
              	
                (i)

              	
                determine
      appropriate procedures for administration of the Plan consistent with
      these rules; and

              


      

    

     

    
      
        	
              	
                (ii)

              	
                delegate
      to any one or more persons for such period and on such conditions as it
      may determine the exercise of any of its powers or discretions arising
      under the Plan.

              


      

    

     

    
      
        	
              	
                (b)

              	
                Except
      as otherwise expressly provided in this Plan, the Board has absolute and
      unfettered discretion to act or refrain from acting under or in connection
      with the Plan or any Performance Rights under the Plan and in the exercise
      of any power or discretion under the
Plan.

              


      

    

     

    
      	
              10.3

            	
              Waiver
      of terms and conditions

            


    

     

    Notwithstanding
any other provisions of the Plan, the Board may at any time waive in whole or in
part any terms or conditions (including any Vesting Conditions) in relation to
any Performance Rights granted to any Participant.

     

    
      	
              10.4

            	
              Dispute
      or disagreement

            


    

     

    In the
event of any dispute or disagreement as to the interpretation of the Plan, or as
to any question or right arising from or related to the Plan or to any
Performance Rights granted under it, the decision of the Board is final and
binding.

     

    
      	
              10.5

            	
              Non-residents
      of Australia

            


    

     

    
      
        	
              	
                (a)

              	
                The
      Board may adopt additional rules of the Plan applicable in any
      jurisdiction outside Australia under which rights offered under the Plan
      may be subject to additional or modified terms, having regard to any
      securities, exchange control or taxation laws or regulations or similar
      factors which may apply to the Participant or to any Group Company in
      relation to the rights.  Any additional rule must conform to the
      basic principles of the Plan.

              


      

    

     

    
      
        	
              	
                (b)

              	
                When
      a Performance Right is granted under the Plan to a person who is not a
      resident of Australia the provisions of the Plan apply subject to such
      alterations or additions as the Board determines having regard to any
      securities, exchange control or taxation laws or regulation or similar
      factors which may apply to the Participant or to any Group Company in
      relation to the Performance
Right.

              


      

    

     

    
      	
              10.6

            	
              Communication

            


    

     

    
      
        	
              	
                (a)

              	
                Any
      notice or other communication under or in connection with the Plan may be
      given by personal delivery or by sending the same by post or facsimile, in
      the case of a company to its registered office, and in the case of an
      individual to the individual’s last notified address, or, where a
      Participant is a director or employee of a Group Company, either to the
      Participant’s last known address or to the address of the place of
      business at which the Participant performs the whole or substantially the
      whole of the duties of the Participant’s office of
    employment.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
              	
                (b)

              	
                Where
      a notice or other communication is given by post, it is deemed to have
      been received 48 hours after it was put into the post properly addressed
      and stamped.  Where a notice or other communication is given by
      facsimile, it is deemed to have been received on completion of
      transmission.

              


      

    

     

    
      	
              10.7

            	
              Laws
      governing Plan

            


    

     

    This Plan
and any Performance Rights issued under it are governed by the laws of Western
Australia and the Commonwealth of Australia.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    MISSION
NEWENERGY LIMITED

    ABN
63 117 065 719

     

      
        

      

    

    
      EXECUTIVE
PERFORMANCE RIGHTS PLAN