Exhibit
10.2

     

    Deacons

     

    Mission
Biofuels Limited

     

    Employee
Option Plan Rules

     

    Contact

     

    Derek La
Ferla

    Partner

    BankWest
Tower, 108 St Georges Terrace, Perth WA 6000

    
      	
              Telephone:

            	
              +61
      (0)8 9426 3212

            


    

    
      	
              Email:

            	
              derek.laferla@deacons.com.au

            


    

    
      	
              Website:

            	
              www.deacons.com.au

            


    

    
      	
              Our
      ref:

            	
              2576453

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Mission
Biofuels Limited

    ACN
117 065 719

    Employee
Option Plan Rules

     

    
      	
              1.

            	
              Definitions
      and interpretation

            


    

     

    
      	
              1.1

            	
              In
      these Rules, unless the context otherwise requires, the following words
      and expressions shall have the following
  meanings:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Associated Company means
      at any time any body corporate that at that time is a related body
      corporate of the Company within the meaning of section 50 of the
      Corporations Act;

            


    

     

    
      	
               
      

            	
              (2)

            	
              ASIC means the
      Australian Securities and Investments
  Commission;

            


    

     

    
      	
               
      

            	
              (3)

            	
              ASX means the Australian
      Stock Exchange Limited;

            


    

     

    
      	
               
      

            	
              (4)

            	
              Bid Period, in relation
      to a takeover bid in respect of Shares in the Company, means the period
      referred to in the definition of that expression in section 9 of the
      Corporations Act provided that where a takeover bid is publicly announced
      prior to the service of a bidder's statement on the Company in relation to
      that takeover bid, the Bid Period shall be deemed to have commenced at the
      time of that announcement;

            


    

     

    
      	
               
      

            	
              (5)

            	
              Board means the
      directors acting as the board of directors of the Company or a committee
      appointed by such board of
directors;

            


    

     

    
      	
               
      

            	
              (6)

            	
              Bonus Issue has the same
      meaning as set out in clause 15.2;

            


    

     

    
      	
               
      

            	
              (7)

            	
              Bonus Shares has the
      same meaning as set out in clause
15.2;

            


    

     

    
      	
               
      

            	
              (8)

            	
              Business Day has the
      same meaning as given to it in the Listing
  Rules;

            


    

     

    
      	
               
      

            	
              (9)

            	
              Certificate means the
      certificate, or in the case of uncertificated holdings, the holding
      statement issued by the Company to a Holder in respect of an
      Option;

            


    

     

    
      	
               
      

            	
              (10)

            	
              Change of Control Event
      means a shareholder, or a group of associated shareholders, becoming
      entitled to sufficient Shares in the Company to give it or them the
      ability and that ability is successfully exercised, in general meeting, to
      replace all or a majority of the
Board;

            


    

     

    
      	
               
      

            	
              (11)

            	
              Company means Mission
      Biofuels Limited ACN 117 065 719;

            


    

     

    
      	
               
      

            	
              (12)

            	
              Corporations Act means
      the Corporations Act
      2001 (Cth);

            


    

     

    
      	
               
      

            	
              (13)

            	
              director means a
      director of a Group Company from time to time but does not include a
      person who is only a director by virtue of being an alternate
      director;

            


    

     

    
      	
               
      

            	
              (14)

            	
              Exercise Amount has the
      same meaning as set out in clause
11.4;

            


    

     

    
      	
               
      

            	
              (15)

            	
              Exercise Price means, in
      respect of an Option, the subscription price per Share, determined in
      accordance with clause 16, payable by a Holder on exercise of the
      Option;

            


    

     

    
      	
               
      

            	
              (16)

            	
              Expiry Date means, in
      relation to an Option, the expiry date determined by the Board prior to
      the offer of the relevant Options, subject to any restriction in the
      Corporations Act from time to time but in any event no longer than 5 years
      from the date of grant of the
Option;

            


    

     

    
      	
               
      

            	
              (17)

            	
              Group means,
      collectively the Company and each of the Associated
    Companies;

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (18)

            	
              Group Company means the
      Company or any Associated Company;

            


    

     

    
      	
               
      

            	
              (19)

            	
              Holder means, in
      relation to an Option, the person (whether a Participant or a Permitted
      Nominee) entered in the Company's register of options as the holder of
      that Option;

            


    

     

    
      	
               
      

            	
              (20)

            	
              Issue Date means, in
      relation to an Option, the date on which the Company grants that
      Option;

            


    

     

    
      	
               
      

            	
              (21)

            	
              Listing Rules means the
      Listing Rules of ASX as they apply to the
  Company;

            


    

     

    
      	
               
      

            	
              (22)

            	
              Market Value
      means:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      weighted average closing sale price of the Shares recorded on the ASX over
      the 5 consecutive trading days immediately preceding the day on which the
      Board resolves to offer an Option;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      circumstances where there has been no trading in the Shares during 5
      consecutive trading days immediately preceding the day on which the Board
      resolves to offer an Option, the last sale price recorded on the stock
      market of ASX;

            


    

     

    
      	
               
      

            	
              (23)

            	
              Offer has the meaning
      given to it by clause 5;

            


    

     

    
      	
               
      

            	
              (24)

            	
              Official Quotation has
      the meaning ascribed to it in the Listing
Rules;

            


    

     

    
      	
               
      

            	
              (25)

            	
              Option means an Option
      issued under the Plan to subscribe for a
Share;

            


    

     

    
      	
               
      

            	
              (26)

            	
              Participant means an
      executive director or a full-time or part-time employee of a Group Company
      who is invited by the Board to participate in the Plan and is issued
      Options under the Plan and includes a Permitted Nominee of that
      Participant;

            


    

     

    
      	
               
      

            	
              (27)

            	
              Participating director
      means, in relation to an Participant, a nominated director whose
      participation in the Plan is subject to receipt of specific approval for
      his/her participation received from members in general
      meeting;

            


    

     

    
      	
               
      

            	
              (28)

            	
              Permanent Disablement
      means, in relation to an Participant, that the Participant has, in the
      opinion of the Board (such opinion to be reasonably held), after
      considering such medical and other evidence as it sees fit, become
      incapacitated to such an extent as to render the Participant unlikely ever
      to engage in any occupation for which he is reasonably qualified by
      education, training or experience;

            


    

     

    
      	
               
      

            	
              (29)

            	
              Permitted Nominee has
      the meaning given to it by clause
6.2;

            


    

     

    
      	
               
      

            	
              (30)

            	
              Plan means the Mission
      Employee Option Plan established in accordance with these
      Rules;

            


    

     

    
      	
               
      

            	
              (31)

            	
              Redundancy means, in
      relation to an Participant, a determination by the Board that the relevant
      Group Company's need to employ a person for the particular kind of work
      carried out by that Participant has ceased (but, for the avoidance of any
      doubt, does not include the dismissal of an Participant for personal or
      disciplinary reasons or where the Participant leaves the employ of any
      Group Company of his own accord);

            


    

     

    
      	
               
      

            	
              (32)

            	
              Retirement means, in
      relation to a Participant, retirement by that Participant from any Group
      Company at age 60 or over or such earlier age as considered appropriate by
      the Board;

            


    

     

    
      	
               
      

            	
              (33)

            	
              Rules means these rules,
      as amended from time to time;
and

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (34)

            	
              Shares means fully paid
      ordinary shares in the capital of the
Company.

            


    

     

    
      	
              1.2

            	
              In
      these Rules, unless a contrary intention
  appears:

            


    

     

    
      	
               
      

            	
              (1)

            	
              where
      an expression is defined, another part of speech or grammatical form of
      that expression has a corresponding
meaning;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      singular includes the plural and vice
versa;

            


    

     

    
      	
               
      

            	
              (3)

            	
              a
      reference to a gender includes all genders;
and

            


    

     

    
      	
               
      

            	
              (4)

            	
              an
      expression defined in, or given a meaning for the purposes of, the
      Corporations Act has the same meaning where used in these
      Rules.

            


    

     

    
      	
              2.

            	
              Establishment
      and termination of the plan

            


    

     

    
      	
              2.1

            	
              Subject
      to the passing of 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

            	
              The
      Board may establish and administer the Plan in accordance with the terms
      and conditions set out in these Rules and otherwise as it determines from
      time to time in its absolute
discretion.

            


    

     

    
      	
              2.3

            	
              The
      Board may terminate the Plan, or suspend its operation for any period it
      considers desirable, at any time that it considers
      appropriate.

            


    

     

    
      	
              2.4

            	
              The
      Board may not issue any further Options after the Plan has been
      terminated.  However, these Rules will continue to apply to
      Options on issue at the date of such termination until the last of those
      Options lapses or is exercised.

            


    

     

    
      	
              3.

            	
              Purpose
      of Plan

            


    

     

    
      	
              3.1

            	
              The
      purpose of this Plan is to:

            


    

     

    
      	
               
      

            	
              (1)

            	
              recognise
      the ability and efforts of the employees of the Group who have contributed
      to the success of the Group;

            


    

     

    
      	
               
      

            	
              (2)

            	
              provide
      an incentive to the employees to achieve the long term objectives of the
      Group and improve the performance of the Group;
  and

            


    

     

    
      	
               
      

            	
              (3)

            	
              attract
      persons of experience and ability to employment with the Group and foster
      and promote loyalty between the Group and its
  employees.

            


    

     

    
      	
              4.

            	
              Eligibility

            


    

     

    
      	
              4.1

            	
              Subject
      to these Rules, the Board may from time to time determine that any
      Participant is entitled to participate in the Plan and the extent of that
      participation.  Prior to making that determination, the Board
      may consider:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      seniority of the relevant Participant and the position the Participant
      occupies within the Group;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      length of service of the Participant with the
  Group;

            


    

     

    
      	
               
      

            	
              (3)

            	
              the
      record of employment of the Participant with the
  Group;

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      potential contribution of the Participant to the growth of the
      Group;

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (5)

            	
              the
      extent (if any) of the existing participation of the Participant (or any
      Permitted Nominee in relation to that Participant) in the Plan;
      and

            


    

     

    
      	
               
      

            	
              (6)

            	
              any
      other matters which the Board considers
  relevant.

            


    

     

    
      	
              4.2

            	
              The
      Board may exercise its powers in relation to the participation of any
      Participant on any number of
occasions.

            


    

     

    
      	
              5.

            	
              Offer
      and issue of Options

            


    

     

    
      	
              5.1

            	
              Subject
      to these Rules, the Corporations Act and the Listing Rules, the Company
      (acting through the Board) may offer Options (Offer) to any
      Participant at such times and on such terms as the Board considers
      appropriate.

            


    

     

    
      	
              5.2

            	
              Each
      Offer must be made by the Board in writing by delivering to a Participant
      an offer document that must include or be accompanied by the following
      information:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      number of Options being offered to the
  Participant;

            


    

     

    
      	
               
      

            	
              (2)

            	
              when
      the Offer will cease;

            


    

     

    
      	
               
      

            	
              (3)

            	
              that
      the Participant to whom the Offer is addressed may accept the whole or any
      lesser number of Options offered.  The Offer may stipulate a
      minimum number of Options and any multiple of such minimum or any other
      number which may be accepted;

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      period during which the Options or any of them may be exercised and the
      Expiry Date;

            


    

     

    
      	
               
      

            	
              (5)

            	
              the
      Exercise Price or the method of calculation of the Exercise
      Price;

            


    

     

    
      	
               
      

            	
              (6)

            	
              any
      conditions attaching to the exercise of the
  Options;

            


    

     

    
      	
               
      

            	
              (7)

            	
              that
      during the period in which the Participant may exercise the Options
      granted under the Offer, the Participant may request, and the Company will
      provide within a reasonable period, the current market price and the offer
      price of the Shares on offer if the Options were to be
      exercised;

            


    

     

    
      	
               
      

            	
              (8)

            	
              a
      copy of these Rules (which must be made available by the Company on
      request by a Participant free of charge within a reasonable period of
      time); and

            


    

     

    
      	
               
      

            	
              (9)

            	
              any
      other information which the Board may
determine.

            


    

     

    
      	
              5.3

            	
              The
      Board of the Company must provide to ASIC a copy of the offer document and
      any other accompanying document provided to Participants no later than 7
      days after the first provision of that material to
      Participants.

            


    

     

    
      	
              5.4

            	
              Options
      may be issued in tranches, the issue of each tranche subject to
      performance conditions as determined by the Board prior to the allotment
      of the Options.  Where performance conditions on a particular
      tranche are not met by a Participant, the Participant shall not have any
      rights over the Options corresponding to such tranche except where
      directors have provided for a portion of these Options to be issued when
      targets are met in a subsequent performance
  hurdle.

            


    

     

    
      	
              5.5

            	
              Performance
      conditions shall be based on market performance of the Shares or any other
      objectively measurable performance indicator relating to the Participant,
      the Company, department, division or Associated Company as determined by
      the directors in their absolute
discretion.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              6.

            	
              Accepting
      Offers

            


    

     

    
      	
              6.1

            	
              Upon
      receipt of an Offer of Options, a Participant may, within the period
      specified in the Offer:

            


    

     

    
      	
               
      

            	
              (1)

            	
              accept
      the whole or any lesser number of Options offered by completing an
      Application for Options in the form set out in Annexure A or in another
      form agreed to by the directors of the Company;
  or

            


    

     

    
      	
               
      

            	
              (2)

            	
              nominate
      a nominee in whose favour the Participant wishes to renounce the Offer by
      notice in writing to the Board.  The Board may, in its absolute
      discretion, resolve not to allow such renunciation of an Offer in favour
      of a nominee without giving any reason for such
  decision.

            


    

     

    
      	
              6.2

            	
              Upon:

            


    

     

    
      	
               
      

            	
              (1)

            	
              receipt
      of the acceptance referred to in clause 6.1(1);
  or

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Board resolving to allow a renunciation of an Offer in favour of a nominee
      (Permitted
      Nominee) and the Permitted Nominee accepting the whole or any
      lesser number of Options offered by notice in writing to the
      Board,

            


    

     

    then the
Participant or the Permitted Nominee, as the case may be, will be taken to have
agreed to be bound by these Rules and will be issued Options subject to these
Rules.

     

    
      	
              6.3

            	
              If
      Options are issued to a Permitted Nominee of a Participant, the
      Participant must, without limiting any provision in these Rules, ensure
      that the Permitted Nominee complies with these Rules and will be jointly
      liable for any breach that occurs by the Permitted
  Nominee.

            


    

     

    
      	
              7.

            	
              No
      consideration

            


    

     

    
      	
              7.1

            	
              No
      consideration is payable by a Participant for the grant of an Option,
      unless the Board decides otherwise.

            


    

     

    
      	
              8.

            	
              Certificates

            


    

     

    
      	
              8.1

            	
              Certificates
      for Options will be dispatched within 10 Business Days after their Issue
      Date.

            


    

     

    
      	
              9.

            	
              Quotation

            


    

     

    
      	
              9.1

            	
              The
      Company will not apply for Official Quotation of any
    Options.

            


    

     

    
      	
              9.2

            	
              If
      Shares of the same class as those allotted under the Plan are listed on
      the ASX, the Company must apply for Official Quotation of those Shares
      allotted pursuant to the exercise of Options within the time required by
      the Listing Rules after the date of
allotment.

            


    

     

    
      	
              10.

            	
              Not
      transferable

            


    

     

    
      	
              10.1

            	
              Subject
      to clause 14.4, Options are not
transferable.

            


    

     

    
      	
              11.

            	
              Exercise
      of options

            


    

     

    
      	
              11.1

            	
              Subject
      to these Rules and the terms of the Options, Options may be exercised at
      any time during the period commencing on the Issue Date and ending on the
      Expiry Date.

            


    

     

    
      	
              11.2

            	
              Notwithstanding
      clause 11.1, all Options eligible for exercise at such time may be
      exercised:

            


    

     

    
      	
               
      

            	
              (1)

            	
              during
      a Bid Period;

            


    

     

    
      	
               
      

            	
              (2)

            	
              at
      any time after a Change of Control Event has occurred;
  or

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (3)

            	
              on
      an application under section 411 of the Corporations Act, if a court
      orders a meeting to be held concerning 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.

            


    

     

    
      	
              11.3

            	
              Options
      not exercised on or before the Expiry Date will automatically
      lapse.

            


    

     

    
      	
              11.4

            	
              Options
      may only be exercised by delivering a notice in writing delivered to the
      registered office of the Company.  The notice should be in the
      form of the exercise notice attached at Annexure B or in another form
      agreed to by the directors of the Company.  The notice must
      specify the number of Options being exercised and must be accompanied
      by:

            


    

     

    
      	
               
      

            	
              (1)

            	
              an
      amount equal to the Exercise Price multiplied by the number of Options
      being exercised specified in the notice (Exercise Amount);
      and

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Certificate for those Options, for cancellation by the
      Company.

            


    

     

    The
notice is only effective (and only becomes effective) when the Company has
received value for the full amount of the Exercise Amount (for example, if the
Exercise Amount is paid by cheque, by clearance of that cheque).

     

    
      	
              11.5

            	
              Subject
      to clause 11.3, within 10 Business Days after the notice referred to in
      clause 11.4 becomes effective, the Board
must:

            


    

     

    
      	
               
      

            	
              (1)

            	
              allot
      and issue the number of Shares specified in the notice to the
      Holder;

            


    

     

    
      	
               
      

            	
              (2)

            	
              apply
      for Official Quotation of the
Shares;

            


    

     

    
      	
               
      

            	
              (3)

            	
              cancel
      the Certificate for the Options being exercised;
  and

            


    

     

    
      	
               
      

            	
              (4)

            	
              if
      applicable, issue a new Certificate for any remaining Options covered by
      the Certificate accompanying the
notice.

            


    

     

    
      	
              12.

            	
              Shares
      allotted on exercise of options

            


    

     

    
      	
              12.1

            	
              All
      Shares allotted upon exercise of Options rank pari passu in all
      respects with Shares previously issued and, in particular, entitle the
      Holders to participate fully in:

            


    

     

    
      	
               
      

            	
              (1)

            	
              dividends
      declared by the Company after the date of allotment;
  and

            


    

     

    
      	
               
      

            	
              (2)

            	
              all
      issues of securities made or offered pro rata to holders of
      Shares.

            


    

     

    
      	
              13.

            	
              Maximum
      number of Options

            


    

     

    
      	
              13.1

            	
              The
      Company must not offer Options, and must not issue Options pursuant to any
      Offer if, at the time of the Offer, the sum of the number of
      Shares:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      subject of an Offer;

            


    

     

    
      	
               
      

            	
              (2)

            	
              in
      the same class which would be issued if all outstanding Offers,
      invitations or Options made or acquired under the Plan and any other
      employee share plan of the Company or an Associated Company were exercised
      or accepted; and

            


    

     

    
      	
               
      

            	
              (3)

            	
              in
      the same class issued under the Plan or issued under any employee share
      and option plan of the Company or an Associated Company during the period
      of 5 years prior to the date of the
Offer,

            


    

     

    exceeds
5% of the total number of issued Shares in that class.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              13.2

            	
              For
      the purpose of calculating the limit in clause 13. 1, any Offer made, or
      Option acquired or Shares issued by way of or as a result
    of:

            


    

     

    
      	
               
      

            	
              (1)

            	
              an
      Offer to a person situated at the time of receipt of the Offer outside
      Australia;

            


    

     

    
      	
               
      

            	
              (2)

            	
              an
      Offer that did not require disclosure to the Participant because of
      exemption to disclosure contained in section 708 of the Corporations Act;
      or

            


    

     

    
      	
               
      

            	
              (3)

            	
              an
      Offer that was made under a disclosure
document,

            


    

     

    will be
disregarded.

     

    
      	
              14.

            	
              Ceasing
      to be a Participant

            


    

     

    
      	
              14.1

            	
              Unless
      otherwise determined by the Board, if at any time prior to the earliest
      date for exercise of any Options a Participant ceases to be a Participant
      for any reason other than Retirement, Permanent Disability, Redundancy or
      death, all Options held by such Participant, or if applicable, his
      Permitted Nominee, will automatically
lapse.

            


    

     

    
      	
              14.2

            	
              For
      the avoidance of doubt, if at any time after the earliest date any Options
      are exercisable and prior to the Expiry Date of those Options a
      Participant ceases to be a Participant for any reason, such Participant,
      or if applicable, his Permitted Nominee, may exercise any or all of the
      Options held by him within 30 days of the date on which he or she ceased
      to be a Participant for any reason, or such longer period as the Board
      determines.

            


    

     

    
      	
              14.3

            	
              A
      certificate signed by the company secretary of the Company stating that a
      person ceased for any reason to be a Participant shall (in the absence of
      manifest error) be conclusive for the purposes of the Plan, both as to
      such occurrence and the date of such
occurrence.

            


    

     

    
      	
              14.4

            	
              If
      at any time prior to the Expiry Date of any Options a Holder dies, the
      deceased Holder's legal personal representative
  may:

            


    

     

    
      	
               
      

            	
              (1)

            	
              elect
      to be registered as the new Holder of the deceased Holder's
      Options;

            


    

     

    
      	
               
      

            	
              (2)

            	
              whether
      or not he becomes so registered, exercise those Options as if he were the
      Holder of them in accordance with these Rules;
  and

            


    

     

    
      	
               
      

            	
              (3)

            	
              if
      the deceased Holder had already given the Company a notice of exercise of
      his Options, pay the Exercise Amount in respect of those
      Options.

            


    

     

    
      	
              15.

            	
              Entitlement
      to participate in future issues

            


    

     

    
      	
              15.1

            	
              New
    Issues

            


    

     

    Holders
may only participate in new issues of securities to holders of Shares if an
Option has been exercised and Shares allotted in respect of the exercise of an
Option before the record date for determining entitlements to the
issue.  The Company must give notice as required under the Listing
Rules to Holders of any new issue before the record date for determining
entitlements to the issue in accordance with the Listing Rules.

     

    
      	
              15.2

            	
              Bonus
    Issues

            


    

     

    If there
is a bonus share issue (Bonus
Issue) to the holders of Shares, the number of Shares over which an
Option is exercisable will be increased by the number of Shares which the Holder
would have received if the Option had been exercised before the record date for
the Bonus Issue (Bonus
Shares).  The Bonus Shares must be paid up by the Company out
of the profits or reserves (as the case may be) in the same manner as was
applied in the Bonus Issue and upon issue rank pari passu in all respects
with the other shares of that class on issue at the date of issue of the Bonus
Shares.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
              15.3

            	
              Pro Rata
      Issues

            


    

     

    If there
is a pro rata issue (other than a Bonus Issue) to the holders of Shares during
the currency of, and prior to the exercise of any Options, the Exercise Price of
an Option will be adjusted in the manner provided for in the Listing
Rules.

     

    
      	
              15.4

            	
              Reorganisation of
      Capital

            


    

     

    If, prior
to the Expiry Date of Options, there is a reorganisation of the issued capital
of the Company, Options will be reorganised in accordance with the Listing
Rules.

     

    
      	
              15.5

            	
              Advice

            


    

     

    To the
extent required by the Listing Rules, the Company must give notice to each
Holder of any adjustment to the number of Shares for which the Holder is
entitled to subscribe or to the Exercise Price pursuant to the provisions of
clauses 15.2, 15.3 or 15.4.

     

    
      	
              16.

            	
              Exercise
      Price of Options

            


    

     

    
      	
              16.1

            	
              The
      method of calculation of the Exercise Price of each Option will be
      determined by the Board with regard to the Market Value of the Shares when
      it resolves to offer the Option.  Where a grant of Options
      requires prior shareholder approval, the Exercise Price shall be the price
      included in the notice of meeting to approve such
  grant.

            


    

     

    
      	
              17.

            	
              Amendments
      to the Rules

            


    

     

    
      	
              17.1

            	
              The
      Board may, subject to the Listing Rules alter, delete or add to these
      Rules at any time.

            


    

     

    
      	
              18.

            	
              Powers
      of the Board

            


    

     

    
      	
              18.1

            	
              The
      Plan shall be administered by the Board who shall have the power
      to:

            


    

     

    
      	
               
      

            	
              (1)

            	
              determine
      procedures from time to time for administration of the Plan consistent
      with these Rules;

            


    

     

    
      	
               
      

            	
              (2)

            	
              resolve
      conclusively all questions of fact or interpretation arising in connection
      with the Plan; and

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
              19.

            	
              Notices

            


    

     

    
      	
              19.1

            	
              Notices
      may be given by the Company to any Holder either personally or by sending
      by post to his address as noted in the Company's records or to the address
      (if any) within the Commonwealth of Australia supplied by the Holder to
      the Company for the giving of
notices.

            


    

     

    
      	
              19.2

            	
              Notices
      for any overseas Holders shall be sent by prepaid airmail to the address
      of the Holder as noted in the Company's records or any address supplied by
      the Holder to the Company for the giving of
  notices.

            


    

     

    
      	
              19.3

            	
              Where
      a notice is sent by post, the notice shall be deemed to be
      received:

            


    

     

    
      	
               
      

            	
              (1)

            	
              if
      sent by post from within Australia to an address in Australia, on the
      2nd
      Business Day (at the address to which it is posted) after posting;
      or

            


    

     

    
      	
               
      

            	
              (2)

            	
              if
      sent by post to an address outside Australia or sent by post from outside
      Australia, on the 5th
      Business Day (at the address to which it is posted) after
      posting.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              19.4

            	
              The
      signature on any notice may be given by any director or company
      secretary.  A notice from a Holder of an intention to exercise
      their Options shall not be deemed to be served on the Company until
      actually received at the registered office of the
  Company.

            


    

     

    
      	
              20.

            	
              No
      compensation or damages

            


    

     

    
      	
              20.1

            	
              The
      rights and obligations of any Holder under the terms of his or her
      employment with a Group Company are not affected by his or her
      participation in the Plan.

            


    

     

    
      	
              20.2

            	
              These
      Rules do not form part of, and will not be incorporated into, any contract
      of engagement or employment between a Holder and a Group
      Company.

            


    

     

    
      	
              20.3

            	
              No
      Holder has any rights to compensation or damages as a result of the
      termination of his or her employment, so far as those rights arise or may
      arise from the Holder ceasing to have rights under the Plan as a result of
      the termination.

            


    

     

    
      	
              21.

            	
              Governing
      law

            


    

     

    
      	
              21.1

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

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Annexure
A

    Application
for Options

     

    The
Secretary 

    Mission
Biofuels Limited 

    
      
        
          
            
              
                
                  	
                          Mr

                        	 
      	 
      
	
                          Mrs

                        	 
      	 
      
	
                          Miss  

                        	 
      	 
      
	 	(PLEASE
      USE BLOCK LETTERS)	 


                

              

            

          

        

      

    

     

    Full
address:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 
      	 	 	 
      	 
      	 
      
	 
      	 	 	 
      	 
      	 
      
	 
      	 	 	 
      	 
      	 
      
	 
      	 	 	 
      	 
      	 
      
	 
      	 	 	
                                                  Postcode

                                                	 
      	 
      
	 
      	 	 	 
      	 
      	 
      
	
                                                  Tax
      File Number:  

                                                	 	 
      	 
      	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    hereby
apply for:

     

    
      
        
          
            
              
                	 
      	 
      	
                        (number
      in words)

                      
	 	 	 
	 
      	 
      	
                        (number
      in
figures)

                      


              

            

          

        

      

    

    


    Options
in the Mission Biofuels Limited Employee Option Plan.

     

    I request
you to issue those Options and I agree to accept them subject to the terms of
the Mission Biofuels Limited Employee Option Plan and the terms set out in the
letter of offer of options dated
[                                         ].

     

    
      
        
          
            	
                    Signature    

                  	 
      	 
      
	 
      	 
      	 
      
	
                    Date

                  	 
      	 
      


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Annexure
B

    Exercise
Notice

     

    I,
_______________________________________________________________ being the
registered holder of the Options specified below, elect to exercise the Options
as specified below in accordance with clause 10 of the terms and conditions of
the Options.

     

    
      
        
          	
                  Number
      of Options being exercised:  

                	 
      


        

      

    

     

    Name and
address of the Shareholder to be entered into the Share register in respect of
Shares issued:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	 
      	 
      	 
      
	 	 	 	 
	 	 	 	 
	 
      	
                                      Postcode

                                    	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Name and
address to which certificates evidencing the Shares should be sent:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      	 
      	 
      
	 	 	 	 
	 	 	 	 
	 
      	 
      	 
      	 
      
	 
      	
                                    Postcode

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Enclosed
with this notice is the certificate for the Options referred to above together
with the relevant subscription monies being $____________

     

    In
exercising the Options in relation to the Shares, I agreed to be bound by the
provisions of the constitution of Mission Biofuels Limited.

     

    
      
        
          
            
              
                	
                        Date:  

                      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                        Signed
      by the Optionholder