<PAGE>

                                                                    EXHIBIT 4.46

                                                                  CONFORMED COPY

                  AUSTRALIA ASSETS FIXED AND FLOATING CHARGE(UK GUARANTORS)

                  THE LAW DEBENTURE TRUST CORPORATIO P.L.C

                  and

                  THE COMPANIES LISTED IN SCHEDULE 1

                  [FREEHILLS LOGO]

                  MLC Centre Martin Place Sydney New South Wales 2000 Australia
                  Telephone 61 2 9225 5000 Facsimile 61 2 9322 4000
                  www.freehills.com DX 361 Sydney

                  SYDNEY MELBOURNE PERTH BRISBANE HANOI HO CHI MINH CITY
                  SINGAPORE Correspondent Offices JAKARTA KUALA LUMPUR

                  Liability limited by the Solicitors' Limitation of Liability
                  Scheme, approved under the Professional Standards Act 1994
                  (NSW)

                  Reference PSJ:AT:36E

<PAGE>

                                                       Fixed and floating charge

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Clause                                                                                                                PAGE
<S>                                                                                                             <C>
1        DEFINITIONS AND INTERPRETATION                                                                           1

         1.1      Definitions                                                                                     1
         1.2      Interpretation                                                                                  6
         1.3      Incorporated definitions                                                                        8
         1.4      Business Day                                                                                    8
         1.5      Security Trustee                                                                                8
         1.6      Security Trust and Intercreditor Deed                                                           8
         1.7      Conflict                                                                                        8

2        CHARGE                                                                                                   8

         2.1      Charge                                                                                          8
         2.2      Priority                                                                                        8
         2.3      Nature of Charge                                                                                9
         2.4      Designated Account, Insurance Policy proceeds and book debts                                    9
         2.5      Crystallisation                                                                                10
         2.6      De-crystallisation                                                                             11
         2.7      Assignment of Intra-Group Loan Contracts                                                       11
         2.8      Notices of Charge - Accounts and Monetary Claims                                               11
         2.9      Cash collateral                                                                                12
         2.10     Prospective liability                                                                          12
         2.11     Limit                                                                                          13

3        UNDERTAKINGS                                                                                            13

         3.1      Performance under the Relevant Documents, negative pledge                                      13
         3.2      Payment of Secured Obligations                                                                 14
         3.3      Notices to the Security Trustee                                                                14
         3.4      Further security                                                                               14
         3.5      Title documents                                                                                15
         3.6      Registration and protection of security                                                        16
         3.7      Term of undertakings                                                                           16
         3.8      Interest on demands                                                                            16
         3.9      Shares                                                                                         16
         3.10     Accounts                                                                                       17
         3.11     Monetary Claims                                                                                18
         3.12     Intra-Group Loan Contracts                                                                     18
         3.13     Investments: Delivery of Documents of Title                                                    19
         3.14     Foreign companies                                                                              19

4        ENFORCEMENT                                                                                             19

         4.1      When enforceable                                                                               19
         4.2      Assistance in realisation                                                                      20

5        RECEIVER                                                                                                20

         5.1      Appointment of Receiver                                                                        20
         5.2      Agency of Receiver                                                                             20
</TABLE>

                                                                          PAGE 1

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                                                       Fixed and floating charge

<TABLE>
<S>                                                                                                              <C>
         5.3      Powers of Receiver                                                                             21
         5.4      Nature of Receiver's Powers                                                                    23
         5.5      Status of Receiver after commencement of winding-up                                            23
         5.6      Powers exercisable by the Security Trustee                                                     23
         5.7      Set-off                                                                                        24
         5.8      Notice of exercise of rights                                                                   24
         5.9      Termination of receivership and possession                                                     24

6        APPLICATION AND RECEIPTS OF MONEY                                                                       24

         6.1      Order of application                                                                           24
         6.2      Money actually received                                                                        24
         6.3      Notice of a subsequent Encumbrance                                                             24
         6.4      Security Trustee's receipts                                                                    25
         6.5      Conversion of currencies on application                                                        25
         6.6      Amounts payable on demand                                                                      25

7        POWER OF ATTORNEY                                                                                       26

         7.1      Appointment of Attorney                                                                        26
         7.2      Delegation and substitution                                                                    26
         7.3      Ratification                                                                                   26
         7.4      Indemnity                                                                                      26

8        PROTECTION                                                                                              26

         8.1      Protection of third parties                                                                    26
         8.2      Protection of the Security Trustee, Receiver and Attorney                                      27

9        TAX, COSTS, EXPENSES, INDEMNITY AND RELEASE                                                             27

         9.1      Tax                                                                                            27
         9.2      GST                                                                                            27
         9.3      Expenses                                                                                       28
         9.4      Currency indemnity                                                                             28
         9.5      Gross up                                                                                       29
         9.6      Release of Security                                                                            29

10       SAVING PROVISIONS                                                                                       29

         10.1     Statutory powers                                                                               29
         10.2     Continuing security                                                                            29
         10.3     No merger of security                                                                          30
         10.4     Exclusion of moratorium                                                                        30
         10.5     Conflict                                                                                       30
         10.6     Discretion                                                                                     30
         10.7     Delegation                                                                                     30
         10.8     Completion of blank securities                                                                 31
         10.9     Principal obligations                                                                          31
         10.10    No obligation to marshal                                                                       31
         10.11    Non-avoidance                                                                                  31
         10.12    Increase in financial accommodation                                                            32
</TABLE>

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                                                       Fixed and floating charge

<TABLE>
<S>                                                                                                              <C>
11       THIRD PARTY PROVISIONS                                                                                  32

         11.1     Independent obligations                                                                        32
         11.2     Unconditional nature of obligations                                                            32
         11.3     No competition                                                                                 34

12       GENERAL                                                                                                 35

         12.1     Confidential information                                                                       35
         12.2     Performance by Security Trustee of a Chargor's obligations                                     35
         12.3     Chargor to bear cost                                                                           35
         12.4     Notices                                                                                        35
         12.5     Governing law and jurisdiction                                                                 35
         12.6     Prohibition and enforceability                                                                 36
         12.7     Waivers                                                                                        36
         12.8     Variation                                                                                      36
         12.9     Cumulative rights                                                                              36
         12.10    Assignment                                                                                     36
         12.11    Attorneys                                                                                      37
         12.12    Counterparts                                                                                   37

SCHEDULE 1 - THE CHARGORS                                                                                        38

SCHEDULE 2 - FORM OF NOTICE OF ASSIGNMENT OF INTRA-GROUP LOAN CONTRACTS                                          39

SCHEDULE 3 - FORM OF NOTICE OF CHARGE                                                                            42
</TABLE>

                                                                          PAGE 3

<PAGE>

THIS DEED OF CHARGE

                  is made on 19 May 2003 between the following parties:

                  1.       THE COMPANIES LISTED IN SCHEDULE 1

                           (each a CHARGOR and together the CHARGORS)

                  2.       THE LAW DEBENTURE TRUST CORPORATION p.l.c.

                           of 5th floor, 100 Wood Street, London, EC2V 7EX,
                           United Kingdom, as security trustee for the Secured
                           Creditors on the terms and conditions set out in the
                           Security Trust and Intercreditor Deed
                           (SECURITY TRUSTEE)

RECITALS

                  A.       Each Chargor is or will be the legal and beneficial
                           owner of the Charged Property.

                  B.       Each Chargor has agreed to charge the Charged
                           Property to secure the payment and performance of the
                           Secured Obligations.

THIS DEED WITNESSES

                  that in consideration of, among other things, the mutual
                  promises contained in this deed, the parties agree:

1        DEFINITIONS AND INTERPRETATION

         1.1      DEFINITIONS

                  In this deed (unless the context otherwise requires):

                  ACCOUNTS means any credit balance from time to time on any
                  account opened or maintained by any Chargor with any financial
                  institution other than the Designated Account and all Related
                  Rights;

                  ATTORNEY means an attorney appointed under this deed;

                  AUTHORISATION includes:

                  (a)      any consent, registration, filing, agreement, notice
                           of non-objection, notarisation, certificate, licence,
                           approval, permit, authority or exemption from, by or
                           with a Government Agency; and

                  (b)      in relation to anything which a Government Agency may
                           prohibit or restrict within a specific period, the
                           expiry of that period without intervention or action
                           or notice of intended intervention or action;

                  BUSINESS DAY means:

                  (a)      for the purposes of clause 12.4, a day on which banks
                           are open for business in the city where the notice or
                           other communication is received excluding a Saturday,
                           Sunday or public holiday; and

                  (b)      for all other purposes, a day on which banks are open
                           for business in London and Sydney excluding a
                           Saturday, Sunday or public holiday;

                                                                          PAGE 1

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                                                       Fixed and floating charge

                  CHARGE means the security created by this deed;

                  CHARGED PROPERTY means all of the present and future
                  undertaking, assets and rights of a Chargor including, but not
                  limited to, all real and personal property, choses in action,
                  goodwill, uncalled and called but unpaid capital, but
                  excluding:

                  (a)      any undertaking, assets and rights of that Chargor
                           which, as at the date of this deed or at any time
                           after that date, are located, or taken for the
                           purposes of any Australian State or Territory stamp
                           duty law to be located outside Australia; and

                  (b)      any MAHL Shares;

                  COLLATERAL SECURITY means any present or future Encumbrance,
                  Guarantee or other document or agreement created or entered
                  into by a Chargor, an Obligor or any other person as security
                  for the payment and performance of the Secured Obligations;

                  CORPORATIONS ACT means the Corporations Act 2001;

                  DEBTOR means Marconi Corporation plc (registered in England
                  and Wales with company number 00067307);

                  DESIGNATED ACCOUNT means the bank account opened by a Chargor
                  in accordance with clause 2.4;

                  DOLLARS, A$ and $ means the lawful currency of the
                  Commonwealth of Australia;

                  ENCUMBRANCE means an interest or power:

                  (a)      reserved in or over an interest in any asset
                           including, but not limited to, any retention of
                           title; or

                  (b)      created or otherwise arising in or over any interest
                           in any asset under a bill of sale, mortgage, charge,
                           lien, pledge, trust or power,

                  by way of, or having similar commercial effect to, security
                  for the payment of a debt, any other monetary obligation or
                  the performance of any other obligation, and includes, but is
                  not limited to, any agreement to grant or create any of the
                  above;

                  GOVERNMENT AGENCY means any government or any governmental,
                  semi-governmental, administrative, fiscal or judicial body,
                  department, commission, authority, tribunal, agency or entity;

                  GST means the goods and services tax levied under A New Tax
                  System (Goods and Services Tax) Act 1999 (GST ACT);

                  GUARANTEE means any guarantee, suretyship, letter of credit,
                  letter of comfort or any other obligation (whatever called and
                  of whatever nature):

                  (a)      to provide funds (whether by the advance or payment
                           of money, the purchase of or subscription for shares
                           or other securities, the purchase of assets or
                           services, or otherwise) for the payment or discharge
                           of;

                  (b)      to indemnify any person against the consequences of
                           default in the payment of; or

                  (c)      to be responsible for,

                                                                          PAGE 2

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                                                       Fixed and floating charge

                  any debt or monetary liability of another person or the
                  assumption of any responsibility or obligation in respect of
                  the insolvency or the financial condition of any other person;

                  GUARANTOR SHARES means, in respect of the Marketable
                  Securities held by a Chargor, the Marketable Securities in any
                  of the Subsidiaries referred to in clause 2.3(a)(6) provided
                  that the relevant Subsidiary is a Guarantor;

                  INSOLVENCY EVENT OF DEFAULT means any Insolvency Event which
                  is also an Event of Default;

                  INSURANCE POLICY means any policy of insurance in which any
                  Chargor may from time to time have an interest and all Related
                  Rights;

                  INTELLECTUAL PROPERTY means all industrial and intellectual
                  property rights whether registered or not including pending
                  applications for registration of such rights and the right to
                  apply for registration of such rights including but not
                  limited to Patents (as defined in the Indentures), utility
                  models, design patents, registered designs, design rights,
                  trade and service marks, copyrights (including copyright and
                  equivalent rights in computer software), rights in inventions,
                  technical information, rights in know-how, business names,
                  database rights, processes, models, formulae and experiments
                  and all rights of equivalent or similar effect to any of those
                  which may subsist anywhere in the world and all Related
                  Rights;

                  INTERIM BONDING FACILITY DOCUMENTS means the Bonding Documents
                  referred to in the Interim Bonding Facility Letter;

                  INTERIM BONDING FACILITY LETTER means the facility letter
                  dated 10 May 2002, as amended on 24 October 2002, between HSBC
                  Bank plc, Barclays Bank PLC, JPMorgan Chase Bank and Marconi
                  Bonding Limited in an amount up to L150,000,000 (or the
                  equivalent in other currencies) for the issuance of bonds,
                  guarantees, letters of credit indemnities and similar
                  instruments;

                  INTRA-GROUP LOAN CONTRACTS means any contracts between any
                  Chargor and any other member of the Group pursuant to which
                  that Chargor makes available intra-Group loans to such member
                  of the Group and all Related Rights;

                  INVESTMENTS means:

                  (a)      any stocks, shares, debentures, securities and
                           certificates of deposit (but not including the
                           Marketable Securities referred to in clause
                           2.3(a)(6));

                  (b)      all interests in collective investment schemes; and

                  (c)      all warrants, options and other rights to subscribe
                           or acquire any of the investments described in (a)
                           and (b),

                  in each case whether held directly by or to the order of any
                  Chargor or by any trustee, nominee, fiduciary or clearance
                  system on its behalf and all Related Rights (including all
                  rights against any such trustee, nominee, fiduciary or
                  clearance system);

                  MAHL SHARES means the Marketable Securities in Marconi
                  Australia Holdings Pty Limited ACN 004 344 272;

                  MARKETABLE SECURITIES has the following meaning:

                  (a)      the meaning given to that expression in the
                           Corporations Act; and

                                                                          PAGE 3

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                                                       Fixed and floating charge

                  (b)      any units (whatever called) in a trust estate which
                           represent a legal or beneficial interest in any of
                           the income or assets of that trust estate and
                           includes, but is not limited to, any options to
                           acquire any units as described;

                  MONETARY CLAIMS means any book and other debts and monetary
                  claims owing to any Chargor and any proceeds thereof
                  including, without limitation, any claims or sums of money
                  deriving from or in relating to any Intellectual Property, the
                  proceeds of any Insurance Policy, any court order or judgment,
                  any contract or agreement to which that Chargor is a party and
                  any other assets, property, rights or undertaking of that
                  Chargor and all Related Rights;

                  NEW BONDING FACILITY AGREEMENT means the L50,000,000 committed
                  revolving bonding facility agreement dated 27 March 2003 among
                  the Debtor, Marconi Bonding Limited, HSBC Bank plc as agent
                  and security trustee, the lenders described thereunder and
                  certain other Subsidiaries of the Debtor providing for the
                  issuance of surety bonds, appeal bonds, bid bonds, performance
                  bonds, letters of credit, bank guarantees or other obligations
                  of a like nature on behalf of the Debtor and/or any Subsidiary
                  of the Debtor, as such agreement may be amended, extended,
                  supplemented or otherwise modified from time to time
                  (including, without limitation, any successive amendments,
                  extensions, supplements or other modifications of the
                  foregoing);

                  NOTICE OF ASSIGNMENT means a notice of assignment in
                  substantially the form set out in Schedule 2;

                  NOTICE OF CHARGE means a notice of charge in substantially the
                  form set out in Schedule 3;

                  OFFICER means:

                  (a)      in relation to any Chargor, a director or a secretary
                           of that Chargor;

                  (b)      in relation to the Security Trustee, any officer, as
                           that expression is defined in section 9 of the
                           Corporations Act, of the Security Trustee; and

                  (c)      in relation to a Receiver, any Delegate or an
                           Attorney which is a corporation, any officer, as that
                           expression is defined in section 9 of the
                           Corporations Act, of that Receiver, Delegate or
                           Attorney;

                  POWER means any right, power, authority, discretion or remedy
                  conferred on the Security Trustee, any Delegate, Receiver or
                  Attorney by any Relevant Document or any applicable law;

                  RECEIVER means a receiver or receiver and manager appointed
                  under this deed;

                  RELATED RIGHTS means, in relation to any asset:

                  (a)      the proceeds of sale or assignment of all or any part
                           of that asset;

                  (b)      all rights under any licence, agreement for sale or
                           agreement for lease in respect of that asset;

                  (c)      all rights, benefits, claims, contracts, warranties,
                           remedies, security, indemnities or covenants for
                           title in respect of that asset; and

                                                                          PAGE 4

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                                                       Fixed and floating charge

                  (d)      any moneys and proceeds paid or payable in respect of
                           that asset including, but not limited to royalties,
                           licence payments, awards of damages and payments made
                           pursuant to settlement agreements in respect of that
                           asset;

                  RELEVANT DOCUMENTS has the meaning given to it in the Security
                  Trust and Intercreditor Deed;

                  SECURED CREDITORS has the meaning given to it in the Security
                  Trust and Intercreditor Deed;

                  SECURED OBLIGATIONS means, in relation to a Chargor, all
                  present and future indebtedness, liabilities and obligations
                  (for the avoidance of doubt, including any liabilities and
                  obligations which have been cash-collateralised by any
                  Chargors) at any time of the relevant Chargor under the
                  Relevant Documents, both actual and contingent and whether
                  incurred solely or jointly or in any other capacity together
                  with any of the following matters relating to or arising in
                  respect of those liabilities and obligations:

                  (a)      any refinancing, novation, deferral or extension;

                  (b)      any obligation relating to any increase in the amount
                           of such obligations;

                  (c)      any claim for damages or restitution; and

                  (d)      any claim as a result of any recovery by a Chargor of
                           a payment or discharge, non-allowability, on the
                           grounds of preference,

                  and any amounts which would be included in any of the above
                  but for any discharge, non-provability or unenforceability of
                  those amounts in any insolvency or other proceedings
                  (including interest accruing after the commencement of any
                  insolvency or other proceedings);

                  SECURITY TRUST means the trust established under clause 6 of
                  the Security Trust and Intercreditor Deed;

                  SECURITY TRUST AND INTERCREDITOR DEED means the document so
                  entitled dated on or about the date of this deed between,
                  inter alia, the Debtor and other obligors, the Security
                  Trustee, Law Debenture Trust Company of New York as senior
                  note trustee and JPMorgan Chase Bank as junior note trustee;

                  SECURITY TRUST FUND means:

                  (a)      all right, title and interest vested in the Security
                           Trustee (in its capacity as trustee of the Security
                           Trust) under the Transaction Security and the other
                           Relevant Documents including all moneys recovered
                           under them (whether upon enforcement or otherwise);

                  (b)      all money paid to the Security Trustee under this
                           deed; and

                  (c)      all other property acquired by the Security Trustee
                           and intended to be held for the benefit of the
                           Secured Creditors upon the trusts of this deed;

                  SHARES means, in respect of the Marketable Securities held by
                  a Chargor, the Marketable Securities in any of the
                  Subsidiaries referred to in clause 2.3(a)(6);

                  SUBSIDIARY in relation to a corporation means:

                  (a)      a subsidiary of the corporation for the purposes of
                           the Corporations Act;

                                                                          PAGE 5

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                                                       Fixed and floating charge

                  (b)      if the corporation has appointed or is in a position
                           to appoint one or more directors of another
                           corporation and that director or those directors are
                           in a position to cast, or control the casting of,
                           more than one-half of the maximum number of votes
                           that might be cast at a meeting of directors of that
                           other corporation - that other corporation; and

                  (c)      any other corporation that was at any time after the
                           date of this deed a subsidiary under paragraphs (a)
                           or (b) of this definition but ceased to be a
                           subsidiary because of an amendment to, or a
                           consolidation or replacement of, the Corporations
                           Act;

                  TAX means:

                  (a)      any tax (including the GST), levy, charge, impost,
                           duty, fee, deduction, compulsory loan or withholding;
                           or

                  (b)      any income, stamp or transaction duty, tax or charge,

                  which is assessed, levied, imposed or collected by any
                  Government Agency and includes, but is not limited to, any
                  interest, fine, penalty, charge, fee or other amount imposed
                  on or in respect of any of the above;

                  TEMPORARY BONDING FACILITY DOCUMENTS means the Bonding
                  Documents referred to in the Temporary Bonding Facility
                  Letter;

                  TEMPORARY BONDING FACILITY LETTER means the facility letter
                  dated 8 February 2002 between HSBC Bank plc, Barclays Bank PLC
                  and Marconi Bonding Limited in an amount up to L50,000,000 (or
                  equivalent in other currencies) for the issuance of bonds,
                  guarantees, letters of credit, indemnities and similar
                  instruments; and

                  TITLE DOCUMENT means any original, duplicate or counterpart
                  certificate or document of title including any real property
                  certificate of title or any share certificate.

         1.2      INTERPRETATION

                  In this deed, headings and boldings are for convenience only
                  and do not affect the interpretation of this deed and, unless
                  the context otherwise requires:

                  (a)      words importing the singular include the plural and
                           vice versa;

                  (b)      words importing a gender include any gender;

                  (c)      other parts of speech and grammatical forms of a word
                           or phrase defined in this deed have a corresponding
                           meaning;

                  (d)      an expression importing a natural person includes any
                           company, partnership, joint venture, association,
                           corporation or other body corporate and any
                           Government Agency;

                  (e)      a reference to any thing (including, but not limited
                           to, any right) includes a part of that thing but
                           nothing in this clause 1.2(e) implies that
                           performance of part of an obligation constitutes
                           performance of the obligation;

                  (f)      a reference to a clause, party, annexure, exhibit or
                           schedule is a reference to a clause of, and a party,
                           annexure, exhibit and schedule to, this deed and a
                           reference to this deed includes any annexure, exhibit
                           and schedule;

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                                                       Fixed and floating charge

                  (g)      a reference to a statute, regulation, proclamation,
                           ordinance or by-law includes all statutes,
                           regulations, proclamations, ordinances or by-laws
                           amending, consolidating or replacing it, whether
                           passed by the same or another Government Agency with
                           legal power to do so, and a reference to a statute
                           includes all regulations, proclamations, ordinances
                           and by-laws issued under that statute;

                  (h)      a reference to a document includes all amendments or
                           supplements to, or replacements or novations of, that
                           document;

                  (i)      a reference to a party to a document includes that
                           party's successors and permitted assigns;

                  (j)      a reference to an agreement other than this deed
                           includes an undertaking, deed, agreement or legally
                           enforceable arrangement or understanding whether or
                           not in writing;

                  (k)      a reference to an asset includes all property of any
                           nature, including, but not limited to, a business,
                           and all rights, revenues and benefits;

                  (l)      a reference to debt includes debts owing by a bank or
                           other financial institution including, but not
                           limited to, in relation to a current trading account;

                  (m)      a reference to a document includes any agreement in
                           writing, or any certificate, notice, deed, instrument
                           or other document of any kind;

                  (n)      a reference to a body, other than a party to this
                           deed (including, without limitation, an institute,
                           association or authority), whether statutory or not:

                           (1)      which ceases to exist; or

                           (2)      whose powers or functions are transferred to
                                    another body,

                                    is a reference to the body which replaces it
                                    or which substantially succeeds to its
                                    powers or functions;

                  (o)      a reference to liquidation includes official
                           management, appointment of an administrator,
                           compromise, arrangement, merger, amalgamation,
                           reconstruction, winding-up, dissolution,
                           deregistration, assignment for the benefit of
                           creditors, scheme, composition or arrangement with
                           creditors, insolvency, bankruptcy, or any similar
                           procedure or, where applicable, changes in the
                           constitution of any partnership or person, or death;

                  (p)      no provision of this deed will be construed adversely
                           to a party solely on the ground that the party was
                           responsible for the preparation of this deed or that
                           provision; and

                  (q)      "continuing" in relation to an Enforcement Event,
                           shall be construed as a reference to an acceleration
                           of any Secured Obligation (other than Secured
                           Obligations arising under the New Bonding Facility
                           Agreement) where such acceleration has not been
                           rescinded in writing or a declaration that the
                           Secured Obligations (other than Secured Obligations
                           arising under the New Bonding Facility Agreement) are
                           prematurely due and payable (other than solely as a
                           result of it becoming unlawful for a Secured Creditor
                           to perform its obligations under the Relevant
                           Documents) where such declaration has not been
                           revoked in writing or any failure by an Obligor to

                                                                          PAGE 7

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                                                       Fixed and floating charge

                           pay any principal amount in respect of any Secured
                           Obligations (other than Secured Obligations arising
                           under the New Bonding Facility Agreement) whether on
                           maturity or otherwise which has not been remedied or
                           waived in writing. For the purposes of this clause
                           1.2(q), the definition of "Secured Obligations" shall
                           have the same meaning as in the Security Trust and
                           Intercreditor Deed.

         1.3      INCORPORATED DEFINITIONS

                  A word or phrase (other than one defined in clause 1.1)
                  defined in the Security Trust and Intercreditor Deed has the
                  same meaning when used in this deed.

         1.4      BUSINESS DAY

                  Where the day on or by which any thing is to be done is not a
                  Business Day, that thing must be done on or by the preceding
                  Business Day.

         1.5      SECURITY TRUSTEE

                  The Chargors acknowledge and agree that the Security Trustee
                  has entered into this deed and has undertaken or will
                  undertake all covenants, terms and conditions on its part to
                  be observed and performed in its capacity as trustee of the
                  Security Trust only. Clause 14.5 of the Security Trust and
                  Intercreditor Deed applies to this deed as if that clause was
                  set out in full in this deed.

         1.6      SECURITY TRUST AND INTERCREDITOR DEED

                  The parties hereto acknowledge that the Security Trustee, when
                  acting hereunder, shall be acting in accordance with and
                  subject to the terms of the Security Trust and Intercreditor
                  Deed.

         1.7      CONFLICT

                  Notwithstanding any provision to the contrary contained
                  herein, the parties agree that this deed is subject in all
                  respects to the terms of the Security Trust and Intercreditor
                  Deed and for the avoidance of doubt, in the event of any
                  inconsistency, the provisions of the Security Trust and
                  Intercreditor Deed shall prevail.

2        CHARGE

         2.1      CHARGE

                  Each Chargor as beneficial owner charges all of its interest
                  in the Charged Property to the Security Trustee as security
                  for the due and punctual payment and performance of the
                  Secured Obligations.

         2.2      PRIORITY

                  The parties intend that the Charge take priority over all
                  other Encumbrances of any Chargor.

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                                                       Fixed and floating charge

         2.3      NATURE OF CHARGE

                  The Charge is:

                  (a)      a fixed charge over all of each Chargor's present and
                           future interests under:

                           (1)      any freehold or leasehold property or any
                                    other interest in real property, fixtures,
                                    plant, equipment and other chattels (other
                                    than stock in trade) and all Related Rights;

                           (2)      any goodwill;

                           (3)      all rights in relation to the uncalled
                                    capital of that Chargor;

                           (4)      any Title Document and any other documents
                                    evidencing a right to the possession of any
                                    real or personal property;

                           (5)      all Monetary Claims deriving from or in
                                    relation to any Intellectual Property or the
                                    proceeds of any Insurance Policy relating to
                                    real property;

                           (6)      any Marketable Securities in any Subsidiary
                                    of that Chargor, all dividends, interest and
                                    other monies payable in respect of such
                                    Marketable Securities and all Related Rights
                                    (whether derived by way of redemption,
                                    bonus, preference, option, substitution,
                                    conversion or otherwise);

                           (7)      the Designated Account and any chose in
                                    action in respect of the Designated Account;
                                    and

                  (b)      a floating charge over all other Charged Property
                           (other than Intra-Group Loan Contracts which are
                           assigned by way of security under clause 2.7).

         2.4      DESIGNATED ACCOUNT, INSURANCE POLICY PROCEEDS AND BOOK DEBTS

                  (a)      The Security Trustee may require any Chargor to open
                           and maintain a Designated Account at a bank and
                           branch approved by the Security Trustee on terms
                           that:

                           (1)      nominated Officers of the Security Trustee
                                    or its Delegate must be signatories to the
                                    Designated Account; and

                           (2)      no withdrawals can be made from the
                                    Designated Account without the signature of
                                    one of those Officers.

                  (b)      If the floating charge created under clauses 2.1 and
                           2.3(b) crystallises under either clause 2.5(a) or
                           clause 2.5(b) in respect of any proceeds (other than
                           the proceeds referred to in clause 2.3(a)(5)), the
                           relevant Chargor must immediately and until notified
                           otherwise by the Security Trustee deposit in the
                           Designated Account any proceeds (other than the
                           proceeds referred to in clause 2.3(a)(5)) that
                           Chargor receives under any Insurance Policy in
                           relation to the Charged Property or any Monetary
                           Claim in respect of which the floating charge has
                           crystallised.

                  (c)      Clause 2.4(b) does not apply to proceeds received
                           from any workers' compensation or public liability
                           policy or reinstatement policy to the extent that the
                           proceeds are paid to a person:

                                                                          PAGE 9

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                                                       Fixed and floating charge

                           (1)      entitled to be compensated under the
                                    workers' compensation or public liability
                                    policy; or

                           (2)      under a contract for the reinstatement of
                                    the Charged Property.

                  (d)      Each Chargor must give all notices and directions and
                           execute all necessary documents as requested by the
                           Security Trustee to ensure clauses 2.4(a) and (b) are
                           complied with.

                  (e)      A Power created under this clause 2.4 is not waived
                           by any failure or delay in exercise, or by the
                           partial exercise, of that Power.

                  (f)      If a Power arising under this clause 2.4 is waived,
                           the fixed charge created by this deed in respect of
                           the relevant Monetary Claim or other relevant asset
                           continues to operate as a fixed charge.

         2.5      CRYSTALLISATION

                  (a)      By notice in writing to the Debtor for and on behalf
                           of the Chargors, the Security Trustee may and shall,
                           if so instructed pursuant to the Security Trust and
                           Intercreditor Deed, crystallise the floating charge
                           created by clauses 2.1 and 2.3(b) with immediate
                           effect into a fixed charge as regards any property or
                           assets specified in the notice if:

                           (1)      an Event of Default has occurred and is
                                    continuing; or

                           (2)      any person attempts to levy any distress,
                                    execution, diligence or other similar
                                    process against or to appoint a Receiver
                                    over any of the Charged Property; or

                           (3)      the Security Trustee considers that any of
                                    the Charged Property may be in jeopardy or
                                    in danger of being seized or sold pursuant
                                    to any form of legal process, other than a
                                    voluntary sale of Charged Property entered
                                    into by the relevant Chargor and permitted
                                    by the Indentures provided that the Security
                                    Trustee shall not be under any duty to
                                    monitor the Charged Property.

                  (b)      Notwithstanding clause 2.5(a) and without prejudice
                           to any law which may have a similar effect, the
                           floating charge created in clauses 2.1 and 2.3(b)
                           automatically and immediately crystallises and
                           becomes fixed:

                           (1)      without the Security Trustee giving any
                                    notice, in respect of all of the Charged
                                    Property:

                                             (A)      if any person levies any
                                                      distress, execution,
                                                      diligence similar process
                                                      against, or appoints a
                                                      Receiver over, any of the
                                                      Charged Property;

                                             (B)      if a notice under
                                                      Subdivision 260-A of
                                                      Schedule 1 of the Taxation
                                                      Administration Act 1953 in
                                                      respect of that Chargor is
                                                      signed or given by, or on
                                                      behalf of, the
                                                      Commissioner of Taxation
                                                      or the Deputy Commissioner
                                                      or Taxation;

                                             (C)      if a resolution is passed
                                                      or an order is made for
                                                      the winding-up,
                                                      dissolution,
                                                      administration or
                                                      re-organisation of any
                                                      Chargor or an
                                                      administrator is

                                                                         PAGE 10

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                                                       Fixed and floating charge

                                                       appointed to any Chargor
                                                       other than in connection
                                                       with a solvent
                                                       reconstruction of any
                                                       Chargor permitted under
                                                       the Indentures; or

                           (2)      in respect of the proceeds of any book debt
                                    or other debt or other moneys now or in the
                                    future payable to a Chargor, when notice in
                                    respect of those proceeds or moneys is given
                                    to that Chargor by the Security Trustee.

         2.6      DE-CRYSTALLISATION

                  (a)      Where an asset has become subject to a fixed charge
                           under clause 2.5, the Security Trustee shall, if so
                           requested by a Chargor and if instructed to do so in
                           accordance with the Security Trust and Intercreditor
                           Deed, release the asset from that fixed charge by
                           notice in writing to the Debtor for and on behalf of
                           each Chargor.

                  (b)      When an asset is released from the fixed charge under
                           clause 2.6(a), the asset will again be subject to:

                           (1)      the floating charge under clauses 2.1 and
                                    2.3(b); and

                           (2)      the further operation of clause 2.5.

         2.7      ASSIGNMENT OF INTRA-GROUP LOAN CONTRACTS

                  (a)      Each Chargor hereby assigns to the Security Trustee
                           as trustee for the Secured Creditors as security for
                           the payment and discharge of the Secured Obligations
                           all its right, title and interest from time to time
                           in and to each of the Intra-Group Loan Contracts
                           (having already obtained any necessary consent to
                           such assignment from any third party).

                  (b)      Pursuant to clause 7, the Security Trustee may, upon
                           the occurrence of an Insolvency Event of Default and
                           shall, if so instructed pursuant to the Security
                           Trust and Intercreditor Deed upon or at any time
                           after the occurrence of any Event of Default which is
                           continuing, deliver to relevant persons Notices of
                           Assignment duly executed by the Security Trustee on
                           behalf of the relevant Chargor or Chargors in respect
                           of the Intra-Group Loan Contracts.

                  (c)      Prior to the delivery of a Notice of Assignment
                           pursuant to clause 2.7(b) or the occurrence of an
                           Enforcement Event, each Chargor shall be entitled to
                           deal with the Intra-Group Loan Contracts except as
                           expressly prohibited under the Indentures or the
                           Security Trust and Intercreditor Deed.

         2.8      NOTICES OF CHARGE - ACCOUNTS AND MONETARY CLAIMS

                  (a)      Each Chargor shall, within 10 Business Days after the
                           date of this deed, provide the Security Trustee with
                           details of all Accounts and Monetary Claims arising
                           from any Insurance Policy relating to real property
                           and deriving from or relating to any Intellectual
                           Property and in relation to all other Accounts and
                           Monetary Claims, immediately upon the occurrence of
                           an Insolvency Event of Default or upon request by the
                           Security Trustee if instructed pursuant to the
                           Security Trust and Intercreditor Deed upon or after
                           the occurrence of any Event of Default which is
                           continuing, to enable

                                                                         PAGE 11

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                                                       Fixed and floating charge

                           the Security Trustee to deliver a Notice of Charge in
                           accordance with clauses 2.8(b) and/or 2.8(c) below.

                  (b)      Pursuant to clause 7, the Security Trustee may, upon
                           the occurrence of an Insolvency Event of Default and
                           shall, if so instructed pursuant to the Security
                           Trust and Intercreditor Deed upon or at any time
                           after the occurrence of any Event of Default which is
                           continuing, deliver to relevant persons, Notices of
                           Charge duly executed by the Security Trustee on
                           behalf of the relevant Chargor or Chargors in respect
                           of any Monetary Claims.

                  (c)      Pursuant to clause 7, the Security Trustee may, upon
                           the occurrence of an Insolvency Event of Default and
                           shall, if so instructed pursuant to the Security
                           Trust and Intercreditor Deed upon or at any time
                           after the occurrence of any Event of Default which is
                           continuing, deliver to relevant persons, Notices of
                           Charge duly executed by the Security Trustee on
                           behalf of the relevant Chargor or Chargors in respect
                           of any Accounts.

         2.9      CASH COLLATERAL

                  The security created by clause 2.1 and 2.3(b) over the
                  Accounts (other than the Mandatory Redemption Escrow Account)
                  shall take effect subject to, and shall not restrict the
                  ability of any Chargor to create, any (a) security or (b)
                  other arrangement under which money or claims to, or the
                  benefit of, a bank or other account may be applied, set-off,
                  made subject to a combination of accounts or otherwise subject
                  to time deposit arrangements or other flawed asset rights
                  (whether or not such security is or is to be created on,
                  before or after the date of this deed) which secures
                  obligations under and/or in respect of:

                  (a)      the Interim Bonding Facility Documents;

                  (b)      the Temporary Bonding Facility Documents;

                  (c)      the New Bonding Facility Agreement;

                  (d)      the Existing Performance Bonds; and

                  (e)      any other bonding facility, expressly permitted
                           pursuant to Section 4.07 (Limitations on Indebtedness
                           and Preferred Stock) of the Senior Note Indenture and
                           Section 4.06 (Limitations on Indebtedness and
                           Preferred Stock) of the Junior Note Indenture,

                  in each case as a result of the provision of cash collateral
                  as permitted pursuant to the terms of the Indentures or any of
                  them, the Escrow Agreement or the Security Trust and
                  Intercreditor Deed.

         2.10     PROSPECTIVE LIABILITY

                  (a)      The parties acknowledge that the maximum amount of
                           the prospective liability, secured by this deed, for
                           the purposes of establishing priority under section
                           282(3) of the Corporations Act, is A$120,000,000.

                  (b)      The Security Trustee may from time to time lodge a
                           notice under section 268(2) of the Corporations Act
                           on behalf of the Chargors specifying an increase in
                           the maximum amount of the prospective liability
                           referred to in clause 2.10(a) and from the date of
                           lodgement the amount specified in

                                                                         PAGE 12

<PAGE>

                                                       Fixed and floating charge

                           clause 2.10(a) is to be regarded as varied to the
                           amount specified in that notice.

                  (c)      Neither clause 2.10(a) nor clause 2.10(b) in any way
                           affects or limits the actual amount of Secured
                           Obligations which may in fact be secured by the
                           Charge.

                  (d)      Clauses 2.10(a), (b) and (c) are to be construed
                           independently of each other.

         2.11     LIMIT

                  (a)      Despite any other provision in this deed other than
                           clause 2.11(b) and despite the fact that this Charge
                           is security for the whole of the Secured Obligations,
                           the amount ultimately recoverable by the Security
                           Trustee under this deed is limited to A$45,667,000.

                  (b)      Despite clause 2.11(a), the Security Trustee may at
                           any time by written notice to the Debtor for and
                           behalf of the Chargors increase the amount to such an
                           amount specified in that notice as to reflect the
                           value of the Charged Property of the Chargors or as
                           agreed between the Security Trustee and the Debtor
                           for and on behalf of the Chargors .

                  (c)      Upon the giving of a notice by the Security Trustee
                           under clause 2.11(b), and as often as that occurs,
                           the amount set out in clause 2.11(a) is increased to
                           the amount specified in that notice.

                  (d)      Nothing in this clause 2.11 restricts or limits any
                           Power or the exercise of any Power.

3        UNDERTAKINGS

         3.1      PERFORMANCE UNDER THE RELEVANT DOCUMENTS, NEGATIVE PLEDGE

                  (a)      Each Chargor must fully and punctually perform its
                           obligations under the Relevant Documents.

                  (b)      Each Chargor undertakes that it shall not, at any
                           time during the subsistence of this deed, create or
                           permit to subsist any Encumbrance over all or any
                           part of the Charged Property except as not expressly
                           prohibited under the terms of the Indentures.

                  (c)      Each Chargor must not (and shall not agree to) at any
                           time during the subsistence of this deed, except as
                           not expressly prohibited under the terms of the
                           Indentures:

                           (1)      execute any conveyance, disposition,
                                    transfer, lease, assignment or assignation
                                    of, or other right to use or occupy, all or
                                    any part of the Charged Property;

                           (2)      create any legal or equitable estate or
                                    heritable interest or other interest in, or
                                    over, or otherwise relating to, all or any
                                    part of the Charged Property;

                                                                         PAGE 13

<PAGE>

                                                       Fixed and floating charge

                           (3)      grant or vary, or accept any surrender, or
                                    cancellation or renunciation or disposal of,
                                    any lease, tenancy, licence, consent or
                                    other right to use or occupy in relation to
                                    any of the Charged Property; or

                           (4)      allow any person any right to use or occupy
                                    or to become entitled to assert any
                                    proprietary interest in, or right over, the
                                    Charged Property, which may, in each case,
                                    adversely affect the ability of the Security
                                    Trustee to exercise any Power.

         3.2      PAYMENT OF SECURED OBLIGATIONS

                  Each Chargor hereby covenants with the Security Trustee as
                  trustee for the Secured Creditors that it shall on demand of
                  the Security Trustee discharge all Secured Obligations and
                  each Chargor shall pay to the Security Trustee when due and
                  payable every sum at any time owing, due or incurred by that
                  Chargor to the Security Trustee (whether for its own account
                  or as trustee for the Secured Creditors) or any of the other
                  Secured Creditors in respect of any such liabilities provided
                  that neither such covenant nor the security constituted by
                  this Charge nor any other provisions of this Charge shall
                  extend to or include any liability or sum which would, but for
                  this proviso, cause such covenant, security, or provision to
                  be unlawful or prohibited by any applicable law (including,
                  for the avoidance of doubt, Section 151 of the Companies Act
                  1985 (UK)).

         3.3      NOTICES TO THE SECURITY TRUSTEE

                  Each Chargor must promptly give notice to the Security Trustee
                  of any of the following:

                  (a)      any acquisition of any interest in real property; and

                  (b)      any proposal of, or notice to that Chargor by any
                           Government Agency of, the compulsory acquisition of
                           any of the Charged Property or any asset of that
                           Chargor or any Subsidiary of that Chargor.

         3.4      FURTHER SECURITY

                  (a)      Each Chargor must, whenever requested by the Security
                           Trustee, do or cause to be done anything:

                           (1)      to perfect the security created or intended
                                    to be created in respect of the Charged
                                    Property subject to the Charge (which may
                                    include the execution by that Chargor of a
                                    mortgage, charge or assignment over all or
                                    any of the assets constituting, or intended
                                    to constitute, Charged Property subject to
                                    the Charge) or for the exercise of any
                                    Powers of the Security Trustee;

                           (2)      to confer on the Security Trustee security
                                    over any property and assets of that Chargor
                                    located in any jurisdiction expressly
                                    referred to in the definition of "Charged
                                    Property" equivalent or similar to the
                                    security intended to be conferred by or
                                    pursuant to this deed;

                           (3)      to confer on the Security Trustee an
                                    Encumbrance and to create, perfect, protect
                                    or maintain an Encumbrance (which in so far
                                    as it relates to real property shall be a
                                    charge by way of legal mortgage)

                                                                         PAGE 14

<PAGE>

                                                       Fixed and floating charge

                                    over all its rights, title and interest from
                                    time to time in any real property (including
                                    using all reasonable endeavours to obtain
                                    any requisite third party consent); and/or

                           (4)      to facilitate the realisation of the Charged
                                    Property subject to the Charge,

                           including, but not limited to, the execution of any
                           document (in such form as the Security Trustee may
                           require in favour of the Security Trustee or its
                           nominee(s)), the delivery of Title Documents or the
                           execution and delivery of blank transfers.

                  (b)      Without limiting the generality of clause 3.4(a), at
                           the request of the Security Trustee, the relevant
                           Chargor must execute a legal or statutory mortgage
                           over any real property now held or acquired on or
                           after the date of this deed.

                  (c)      The relevant Chargor must register any mortgage
                           executed under clause 3.4(b).

                  (d)      Any mortgage executed under clause 3.4(b) must:

                           (1)      be in favour of the Security Trustee; and

                           (2)      be in the form and substance reasonably
                                    required by the Security Trustee, but the
                                    Security Trustee cannot require an
                                    obligation which is more onerous than any
                                    obligation contained in any Relevant
                                    Document.

                  (e)      If so requested by the Security Trustee the relevant
                           Chargor shall take all such action as available to it
                           (including making all filings and registrations) as
                           may be necessary for the purpose of the creation,
                           perfection, protection or maintenance of any
                           Encumbrance conferred or intended to be conferred on
                           the Security Trustee by or pursuant to this Charge or
                           any Collateral Security.

         3.5      TITLE DOCUMENTS

                  (a)      Each Chargor must deposit with the Security Trustee,
                           or as the Security Trustee directs, all the Title
                           Documents in respect of any of the Charged Property
                           which is subject to the fixed charge created in
                           clauses 2.1 and 2.3(a) and any relevant share
                           transfer forms in respect thereof (executed in blank
                           by or on behalf of the relevant Chargor):

                           (1)      within 10 Business Days of the execution of
                                    this deed;

                           (2)      within 10 Business Days of the acquisition
                                    of any asset which forms part of the Charged
                                    Property and is subject to the fixed charge
                                    created in clauses 2.1 and 2.3(a); and

                           (3)      immediately on the crystallisation and
                                    fixing for any reason of the floating charge
                                    created in clauses
                                   2.1 and 2.3(a).

                  (b)      Subject to clause 3.5(c), the Security Trustee or its
                           nominee may retain the Title Documents until the
                           Charge in respect of all the Charged Property is
                           discharged in accordance with the Relevant Documents.

                                                                         PAGE 15

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                                                       Fixed and floating charge

                  (c)      If the Charge is enforced by the Security Trustee,
                           the Security Trustee, Receiver or Attorney is
                           entitled:

                           (1)      to deal with the Title Documents as if it
                                    was the absolute and unencumbered owner of
                                    the Charged Property to which the Title
                                    Documents relate; and

                           (2)      in exercising a power of sale, to deliver
                                    any Title Document to a purchaser of the
                                    Charged Property to which it relates.

         3.6      REGISTRATION AND PROTECTION OF SECURITY

                  (a)      Each Chargor must ensure that this deed and each
                           Collateral Security is registered and filed in all
                           registers in all jurisdictions in which it must be
                           registered and filed to ensure enforceability and
                           validity against all persons and to be effective as a
                           security.

                  (b)      Whenever any part of the Charged Property is
                           transferred to or retained in a place where this deed
                           or any Collateral Security, because of an increase in
                           the Secured Obligations or otherwise, bears
                           insufficient stamp duty or is not registered or
                           recorded, or for any other reason is of limited or of
                           no force or effect, unenforceable, inadmissible in
                           evidence or of reduced priority, the Debtor for and
                           on behalf of the Chargors must within 14 days after
                           that transfer or retention ensure that:

                           (1)      this deed and each Collateral Security is
                                    stamped to the satisfaction of the Security
                                    Trustee;

                           (2)      this deed and each Collateral Security is in
                                    full force and effect, enforceable,
                                    admissible in evidence and not of reduced
                                    priority; and

                           (3)      this deed and each Collateral Security is
                                    registered in that place, or that part of
                                    the Charged Property is removed from that
                                    place.

         3.7      TERM OF UNDERTAKINGS

                  Each of the Chargors' undertakings in this clause 3 continue
                  in full force and effect from the date of this deed until the
                  Charge in respect of all the Charged Property is discharged in
                  accordance with the Relevant Documents.

         3.8      INTEREST ON DEMANDS

                  If any Chargor fails to pay any sum on the due date for
                  payment of that sum that Chargor shall pay interest on such
                  sum (before and after any judgment and to the extent interest
                  at a default rate is not otherwise being paid on such sum)
                  from the date of demand until the date of payment calculated
                  on a daily basis at the rate determined in accordance with the
                  provisions of clause 18.4 (Interest on Demands) of the
                  Security Trust and Intercreditor Deed.

         3.9      SHARES

                  (a)      Each Chargor represents and warrants to the Security
                           Trustee that:

                           (1)      it is the sole and beneficial owner of the
                                    Guarantor Shares free from any Security (as
                                    such term is defined in the Security Trust
                                    and Intercreditor Deed) except as created by
                                    this deed; and

                                                                         PAGE 16

<PAGE>

                                                       Fixed and floating charge

                           (2)      the Guarantor Shares are fully paid up.

                  (b)      Prior to the occurrence of an Enforcement Event and
                           at any time when no Enforcement Event is continuing,
                           the Chargors shall:

                           (1)      be entitled to retain all dividends,
                                    interest and other monies arising from the
                                    Shares; and

                           (2)      exercise all voting rights in relation to
                                    its Shares provided that a Chargor shall not
                                    exercise such voting rights in any manner
                                    which would constitute a Default or an Event
                                    of Default under the Indentures (as such
                                    terms are defined in the Indentures).

                  (c)      The Security Trustee may, upon the occurrence of an
                           Enforcement Event and at any time thereafter while
                           such Enforcement Event is continuing (in the name of
                           the relevant Chargor or otherwise and without any
                           further consent or authority from the relevant
                           Chargor):

                           (1)      exercise (or refrain from exercising) any
                                    voting rights in respect of any of the
                                    Shares;

                           (2)      apply all dividends, interest and other
                                    monies arising from any of the Shares in
                                    accordance with clause 6.1;

                           (3)      transfer any of the Shares into the name of
                                    such nominee(s) of the Security Trustee as
                                    it shall require; and

                           (4)      exercise (or refrain from exercising) the
                                    powers and rights conferred on or
                                    exercisable by the legal or beneficial owner
                                    of any of the Shares, including the right,
                                    in relation to any company whose shares or
                                    other securities are included in the Charged
                                    Property, to concur or participate in:

                                    (A)      the reconstruction, amalgamation,
                                             sale or other disposal of such
                                             company or any of its assets or
                                             undertaking (including the
                                             exchange, conversion or reissue of
                                             any shares or securities as a
                                             consequence thereof),

                                    (B)      the release, modification or
                                             variation of any rights or
                                             liabilities attaching to such
                                             shares or securities, and

                                    (C)      the exercise, renunciation or
                                             assignment of any right to
                                             subscribe for any shares or
                                             securities,

                                    in each case in such manner and on such
                                    terms as the Security Trustee may think fit,
                                    and the proceeds of any such action shall
                                    form part of the Charged Property.

         3.10     ACCOUNTS

                  (a)      Each Chargor shall, prior to the delivery of a Notice
                           of Charge pursuant to clause 2.8 or the occurrence of
                           an Enforcement Event and at any time when no
                           Enforcement Event is continuing (provided that at
                           such time thereafter no Notice of Charge has been
                           delivered pursuant to clause 2.8), be entitled to
                           receive, withdraw or otherwise transfer any credit
                           balance from time to time on any Account.

                                                                         PAGE 17

<PAGE>

                                                       Fixed and floating charge

                  (b)      After the delivery of a Notice of Charge pursuant to
                           clause 2.8 or the occurrence of an Enforcement Event
                           and at any time thereafter while such Enforcement
                           Event is continuing, no Chargor shall be entitled to
                           receive, withdraw or otherwise transfer any credit
                           balance from time to time on any Account except with
                           the prior consent of the Security Trustee.

                  (c)      The Security Trustee shall, upon the occurrence of an
                           Enforcement Event and at any time thereafter while
                           such Enforcement Event is continuing, be entitled
                           without notice to apply, transfer or set-off any or
                           all of the credit balances from time to time on any
                           Account in or towards the payment or other
                           satisfaction of all or part of the Secured
                           Obligations in accordance with clause 6.1.

         3.11     MONETARY CLAIMS

                  (a)      No Chargor shall at any time during the subsistence
                           of the Charge, without the prior written consent of
                           the Security Trustee or except as not expressly
                           prohibited under the terms of the Indentures:

                           (1)      deal with the Monetary Claims referred to in
                                    clause 2.3(a)(5) except by getting in and
                                    realising them in a prudent manner (on
                                    behalf of the Security Trustee) and paying
                                    the proceeds of those Monetary Claims
                                    referred to in clause 2.3(a)(5) into the
                                    Accounts or as the Security Trustee may
                                    require (and such proceeds shall be held
                                    upon trust by the relevant Chargor or
                                    Chargors for the Security Trustee on behalf
                                    of the Secured Creditors prior to such
                                    payment in);

                           (2)      factor or discount any of the Monetary
                                    Claims referred to in clause 2.3(a)(5) or
                                    enter into any agreement for such factoring
                                    or discounting; or

                           (3)      other than as provided in clause 3.11(b) be
                                    entitled to withdraw or otherwise transfer
                                    the proceeds of the realisation of any
                                    Monetary Claims standing to the credit or
                                    any Account.

                  (b)      Prior to the delivery of a Notice of Charge pursuant
                           to clause 2.8 or the occurrence of an Enforcement
                           Event and at any time when no Enforcement Event is
                           continuing (provided that at such time no Notice of
                           Charge has been delivered pursuant to clause 2.8),
                           the proceeds of the realisation of any Monetary
                           Claims deriving from or in relation to any
                           Intellectual Property or the proceeds of any
                           Insurance Policy relating to real property shall
                           (subject to any restriction on the application of
                           such proceeds contained in this Charge, the
                           Indentures or in the Security Trust and Intercreditor
                           Deed), upon such proceeds being credited to an
                           Account, be released from the fixed charge created
                           pursuant to clause 2.3(a) and a Chargor shall be
                           entitled to withdraw such proceeds from such Account
                           provided that such proceeds shall continue to be
                           subject to the floating charge created pursuant to
                           clause 2.3(b) and the terms of the Charge.

         3.12     INTRA-GROUP LOAN CONTRACTS

                  Prior to the delivery of a Notice of Assignment pursuant to
                  clause 2.7(b) or the occurrence of an Enforcement Event, each
                  Chargor shall be entitled to deal with

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                                                       Fixed and floating charge

                  the Intra-Group Loan Contracts except as expressly prohibited
                  under the Indentures or the Security Trust and Intercreditor
                  Deed.

         3.13     INVESTMENTS: DELIVERY OF DOCUMENTS OF TITLE

                  After the occurrence of an Enforcement Event, each Chargor
                  shall promptly deliver (or procure the delivery) to or to the
                  order of the Security Trustee (or its nominee), and the
                  Security Trustee shall be entitled to retain, all of the
                  Investments and any certificates and other documents of title
                  representing the Investments to which that Chargor (or its
                  nominee(s)) is or becomes entitled together with any other
                  document which the Security Trustee may request (in such form
                  and executed as the Security Trustee may require) with a view
                  to perfecting or improving its security over the Investments
                  or to registering any Investment in its name or the name of
                  any nominee(s).

         3.14     FOREIGN COMPANIES

                  (a)      Each Chargor represents and warrants that, as at the
                           date of this deed, it is not a "foreign company"
                           which is required to be registered under Division 2
                           of Part 5B.2 of the Corporations Act.

                  (b)      Each Chargor undertakes to immediately notify the
                           Security Trustee if it becomes a "foreign company" as
                           referred to in clause 3.14(a) and assist the Security
                           Trustee to register and file this deed as required
                           under the Corporations Act to ensure enforceability
                           and validity against all persons and to be effective
                           as a security.

4        ENFORCEMENT

         4.1      WHEN ENFORCEABLE

                  (a)      At any time after the occurrence of an Enforcement
                           Event and the Security Trustee (acting on the
                           instructions received pursuant to the terms of the
                           Security Trust and Intercreditor Deed) giving notice
                           to the Debtor thereof, the Charge and each Collateral
                           Security are immediately enforceable without the need
                           for any other demand or notice to be given to any
                           Chargor or any other person and the Security Trustee
                           may, in its absolute discretion, enforce all or any
                           part of this Charge or any Collateral Security (at
                           times, in the manner and on the terms it thinks fit)
                           and take possession of and hold or dispose of all or
                           any part of any asset which is the subject of this
                           Charge or any Collateral Security.

                  (b)      Upon the occurrence of an Enforcement Event, the
                           Secured Obligations owing by a Chargor to the
                           Security Trustee under this deed are immediately due
                           and payable by that Chargor without the need for any
                           demand or notice to be given to that Chargor or any
                           other person.

                  (c)      The right of a Chargor to deal, for any purpose, with
                           all of the Charged Property, other than by or through
                           a Receiver appointed under this deed, immediately
                           ceases on the crystallisation of the Charge in
                           respect of all of the Charged Property.

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                                                       Fixed and floating charge

                  (d)      The right of a Chargor to deal, for any purpose, with
                           any asset which forms part of the Charged Property,
                           other than by or through a Receiver appointed under
                           this deed, immediately ceases on the crystallisation
                           of the Charge in respect of that asset.

         4.2      ASSISTANCE IN REALISATION

                  After the Charge has become enforceable, each Chargor must
                  take all action required by the Security Trustee, Receiver,
                  any Delegate or Attorney to assist any of them to realise the
                  Charged Property and exercise any Power including, but not
                  limited to:

                  (a)      executing all transfers, conveyances, assignments and
                           assurances of any of the Charged Property;

                  (b)      doing anything necessary or desirable under the law
                           in force in any place where the Charged Property is
                           situated;

                  (c)      giving all notices, orders, directions and consents
                           which the Security Trustee, Receiver, Delegate or
                           Attorney thinks expedient; and

                  (d)      doing anything necessary:

                           (1)      for a call to be made on the uncalled
                                    capital of the relevant Chargor; or

                           (2)      to collect all called but unpaid capital of
                                    the relevant Chargor.

5        RECEIVER

         5.1      APPOINTMENT OF RECEIVER

                  After the occurrence of an Enforcement Event or if a petition
                  or application is presented for the making of an
                  administration order in relation to any Chargor or if any
                  Chargor or any other person gives written notice of its
                  intention to appoint an administrator to any Chargor or if
                  requested to do so by any Chargor, the Security Trustee may by
                  deed or otherwise (acting through an authorised officer of the
                  Security Trustee) (without prior notice to any Chargor):

                  (a)      appoint any person or any 2 or more persons jointly,
                           or severally, or jointly and severally to be a
                           Receiver of the Charged Property;

                  (b)      remove any Receiver and on the removal, retirement or
                           death of any Receiver, appoint another Receiver;

                  (c)      appoint another person(s) as an additional or
                           replacement Receiver(s); and

                  (d)      fix the remuneration and direct payment of that
                           remuneration and any costs, charges and expenses of
                           the Receiver out of the proceeds of any realisation
                           of the Charged Property.

5.2      AGENCY OF RECEIVER

                  (a)      Subject to clauses 5.5 and 1.5, each Receiver is the
                           agent of each Chargor.

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                                                       Fixed and floating charge

                  (b)      Each Chargor is responsible for the acts, defaults
                           and remuneration of the Receiver.

         5.3      POWERS OF RECEIVER

                  Subject to any express exclusion by the terms of the
                  Receiver's appointment, each Receiver has, in addition to any
                  powers conferred on the Receiver by applicable law, power to
                  do any of the following whether or not in possession of the
                  Charged Property or any part of it:

                  (a)      MANAGE, POSSESSION OR CONTROL: to manage, enter into
                           possession or assume control of any of the Charged
                           Property;

                  (b)      LEASE OR LICENCE: to accept the surrender of,
                           determine, grant or renew any lease or licence in
                           respect of the use or occupation of any of the
                           Charged Property:

                           (1)      on any terms or special conditions that the
                                    Security Trustee or Receiver thinks fit; and

                           (2)      in conjunction with the sale, lease or
                                    licence of any other property by any person;

                  (c)      SALE: to sell or concur in selling any of the Charged
                           Property to any person:

                           (1)      by auction, private treaty or tender;

                           (2)      on such terms and special conditions as the
                                    Security Trustee or the Receiver thinks fit;

                           (3)      for cash or for a deferred payment of the
                                    purchase price, in whole or in part, with or
                                    without interest or security;

                           (4)      in conjunction with the sale of any property
                                    by any other person; and

                           (5)      in one lot or in separate parcels;

                  (d)      GRANT OPTIONS TO PURCHASE: to grant to any person an
                           option to purchase any of the Charged Property;

                  (e)      ACQUIRE PROPERTY: to acquire any interest in any
                           property, in the name or on behalf of any Chargor,
                           which on acquisition forms part of the Charged
                           Property;

                  (f)      CARRY ON BUSINESS: to carry on or concur in carrying
                           on any business of any Chargor in respect of the
                           Charged Property;

                  (g)      BORROWINGS AND SECURITY:

                           (1)      to raise or borrow any money, in its name or
                                    the name or on behalf of any Chargor, from
                                    the Security Trustee or any person approved
                                    by the Security Trustee in writing; and

                           (2)      to secure money raised or borrowed under
                                    clause 5.3(g)(1) by an Encumbrance over any
                                    of the Charged Property, ranking in priority
                                    to, equal with, or after, the Charge or any
                                    Collateral Security;

                  (h)      MAINTAIN OR IMPROVE CHARGED PROPERTY: to do anything
                           to maintain, protect or improve any of the Charged
                           Property including, but not limited

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                                                       Fixed and floating charge

                           to, completing, repairing, erecting a new improvement
                           on, demolishing or altering any of the Charged
                           Property;

                  (i)      INCOME AND BANK ACCOUNTS: to do anything to manage or
                           obtain income or revenue from any of the Charged
                           Property including, but not limited to, operating any
                           bank account which forms part of the Charged Property
                           or opening and operating a new bank account;

                  (j)      ACCESS TO CHARGED PROPERTY: to have access to any of
                           the Charged Property, the premises at which the
                           business of any Chargor is conducted and any of the
                           administrative services of the business of any
                           Chargor;

                  (k)      INSURE CHARGED PROPERTY: to insure any of the Charged
                           Property;

                  (l)      SEVER FIXTURES: to sever fixtures in respect of any
                           of the Charged Property;

                  (m)      COMPROMISE: to make or accept any compromise or
                           arrangement;

                  (n)      SURRENDER CHARGED PROPERTY: to surrender or transfer
                           any of the Charged Property to any person;

                  (o)      EXCHANGE CHARGED PROPERTY: to exchange with any
                           person any of the Charged Property for any other
                           property whether of equal value or not;

                  (p)      EMPLOY OR DISCHARGE: to employ or discharge any
                           person as an employee, contractor, agent,
                           professional advisor or auctioneer for any of the
                           purposes of this deed;

                  (q)      DELEGATE: to delegate to any person any Power of the
                           Receiver;

                  (r)      PERFORM OR ENFORCE DOCUMENTS: to observe, perform,
                           enforce, exercise or refrain from exercising any
                           right, power, authority, discretion or remedy of any
                           Chargor under, or otherwise obtain the benefit of:

                           (1)      any document, agreement or right which
                                    attaches to or forms part of the Charged
                                    Property; and

                           (2)      any document or agreement entered into in
                                    exercise of any Power by the Receiver;

                  (s)      RECEIPTS: to give effectual receipts for all moneys
                           and other assets which may come into the hands of the
                           Receiver;

                  (t)      TAKE PROCEEDINGS: to commence, discontinue,
                           prosecute, defend, settle or compromise in its name
                           or the name or on behalf of any Chargor, any
                           proceedings including, but not limited to,
                           proceedings in relation to any insurance in respect
                           of any of the Charged Property;

                  (u)      INSOLVENCY PROCEEDINGS: to make any debtor bankrupt,
                           wind-up any company, corporation or other entity and
                           do all things in relation to any bankruptcy or
                           winding-up which the Receiver thinks necessary or
                           desirable including, but not limited to, attending
                           and voting at creditors' meetings and appointing
                           proxies for those meetings;

                  (v)      EXECUTE DOCUMENTS: to enter into and execute any
                           document or agreement in the name of the Receiver or
                           the name or on behalf of any Chargor including, but
                           not limited to, bills of exchange, cheques or
                           promissory notes for any of the purposes of this
                           deed;

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                                                       Fixed and floating charge

                  (w)      MAKE CALLS: to make calls on any member of any
                           Chargor in respect of uncalled capital of any
                           Chargor;

                  (x)      VOTE: to exercise any voting rights or powers in
                           respect of any part of the Charged Property;

                  (y)      COLLECT CALLED CAPITAL: to collect or enforce payment
                           of any called but unpaid capital of any Chargor
                           whether or not the calls were made by the Receiver;

                  (z)      ABILITY OF CHARGOR: to do anything any Chargor could
                           do in respect of the Charged Property; and

                  (aa)     INCIDENTAL POWER: to do anything necessary or
                           incidental to the exercise of any Power of the
                           Receiver.

         5.4      NATURE OF RECEIVER'S POWERS

                  The Powers of the Receiver must be construed independently and
                  no one Power limits the generality of any other Power. Any
                  dealing under any Power of the Receiver will be on the terms
                  and conditions the Receiver thinks fit.

         5.5      STATUS OF RECEIVER AFTER COMMENCEMENT OF WINDING-UP

                  (a)      The power to appoint a Receiver under clause 5.1 may
                           be exercised even if at the time an Enforcement Event
                           occurs or if at the time a Receiver is appointed, an
                           order has been made or a resolution has been passed
                           for the winding-up of a Chargor.

                  (b)      If for any reason, including, but not limited to
                           operation of law, a Receiver:

                           (1)      appointed in the circumstances described in
                                    clause 5.5(a); or

                           (2)      appointed at any other time,

                           ceases to be the agent of a Chargor upon or by virtue
                           of, or as a result of, an order or a resolution being
                           passed for the winding-up of a Chargor, then the
                           Receiver immediately becomes the agent of the
                           Security Trustee. In such case, the Receiver will be
                           the agent of the Security Trustee in its capacity as
                           Security Trustee only, and despite anything else in
                           this deed or at law, the Security Trustee in its
                           personal capacity is not responsible for any
                           negligent act or omission of the Receiver.

         5.6      POWERS EXERCISABLE BY THE SECURITY TRUSTEE

                  (a)      Whether or not a Receiver is appointed under clause
                           5.1, the Security Trustee may, on or after the
                           occurrence of an Enforcement Event and without giving
                           notice to any person, exercise any Power of the
                           Receiver in addition to any Power of the Security
                           Trustee.

                  (b)      The exercise of any Power by the Security Trustee,
                           Delegate, Receiver or Attorney does not cause or deem
                           the Security Trustee, Delegate, Receiver or Attorney:

                           (1)      to be a mortgagee in possession;

                           (2)      to account as mortgagee in possession; or

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                                                       Fixed and floating charge

                           (3)      to be answerable for any act or omission for
                                    which a mortgagee in possession is liable.

         5.7      SET-OFF

                  Each Chargor authorises the Security Trustee (but the Security
                  Trustee shall not be obliged to exercise such right), after
                  the occurrence of an Enforcement Event which is continuing, to
                  set off against the Secured Obligations any amount or other
                  obligation (contingent or otherwise) owing by the Security
                  Trustee to that Chargor.

         5.8      NOTICE OF EXERCISE OF RIGHTS

                  The Security Trustee, Receiver or Attorney is not required:

                  (a)      to give notice of the Charge or any Collateral
                           Security to any debtor or creditor of any Chargor or
                           to any other person;

                  (b)      to enforce payment of any money payable to any
                           Chargor including, but not limited to, any of the
                           debts or monetary liabilities charged by this deed or
                           by any Collateral Security; or

                  (c)      to obtain the consent of any Chargor to any exercise
                           of a Power.

         5.9      TERMINATION OF RECEIVERSHIP AND POSSESSION

                  The Security Trustee may, at any time, terminate the
                  appointment of a Receiver and may, at any time, give up
                  possession of the Charged Property, without incurring any
                  liability to any Chargor.

6        APPLICATION AND RECEIPTS OF MONEY

         6.1      ORDER OF APPLICATION

                  At any time after the Charge is enforceable, all money
                  received by the Security Trustee, any Delegate, Receiver,
                  Attorney or any other person acting on their behalf under this
                  deed or any Collateral Security will be applied in accordance
                  with the terms of the Security Trust and Intercreditor Deed.

         6.2      MONEY ACTUALLY RECEIVED

                  In applying any money towards satisfaction of the Secured
                  Obligations a Chargor is to be credited only with so much of
                  the money which is available for that purpose (after deducting
                  any GST imposed) and which is actually received by the
                  Security Trustee, Delegate, Receiver or Attorney. The credit
                  dates from the time of receipt.

         6.3      NOTICE OF A SUBSEQUENT ENCUMBRANCE

                  (a)      If the Security Trustee receives actual or
                           constructive notice of a subsequent Encumbrance, the
                           Security Trustee:

                           (1)      may open a new account in the name of the
                                    relevant Chargor in its books; or

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                                                       Fixed and floating charge

                           (2)      is regarded as having opened a new account
                                    in the name of the relevant Chargor in its
                                    books,

                           on the date it received or was regarded as having
                           received notice of the subsequent Encumbrance.

                  (b)      From the date on which that new account is opened or
                           regarded as opened:

                           (1)      all payments made by the relevant Chargor to
                                    the Security Trustee; and

                           (2)      all financial accommodation and advances to
                                    the relevant Chargor,

                           are or are regarded as credited and debited, as the
                           case may be, to the new account.

                  (c)      The payments by the relevant Chargor under clause
                           6.3(b) must be applied:

                           (1)      first, in reduction of the debit balance, if
                                    any, in the new account; and

                           (2)      second, if there is no debit balance in the
                                    new account, in satisfaction of the Secured
                                    Obligations which have not been debited or
                                    regarded as debited to the new account.

         6.4      SECURITY TRUSTEE'S RECEIPTS

                  (a)      The receipt of any Officer of the Security Trustee or
                           any Delegate for any money payable to or received by
                           the Security Trustee under this deed exonerates the
                           payer from all liability to enquire whether any of
                           the Secured Obligations have become payable.

                  (b)      Every receipt of an Officer of the Security Trustee
                           effectually discharges the payer from:

                           (1)      any future liability to pay the amount
                                    specified in the receipt; and

                           (2)      being concerned to see to the application
                                    of, or being answerable or accountable for
                                    any loss or misapplication of, the amount
                                    specified in the receipt.

         6.5      CONVERSION OF CURRENCIES ON APPLICATION

                  In making an application under clause 6.1, the Security
                  Trustee, Receiver or Attorney may itself or through its
                  bankers purchase one currency with another in the manner and
                  amounts and at the times it thinks fit, whether or not the
                  purchase is through an intermediate currency, or spot or
                  forward.

         6.6      AMOUNTS PAYABLE ON DEMAND

                  If an amount payable under a Relevant Document is not
                  expressed to be payable on a specified date, that amount is
                  payable by each Chargor on demand by the Security Trustee.

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                                                       Fixed and floating charge

7        POWER OF ATTORNEY

         7.1      APPOINTMENT OF ATTORNEY

                  In consideration of the Security Trustee entering into the
                  Relevant Documents, each Chargor irrevocably appoints the
                  Security Trustee, each Delegate, each Receiver and each
                  Officer of the Security Trustee and the Delegate severally its
                  attorney and in its name, on its behalf and as its acts and
                  deed to execute, deliver and perfect all documents and do all
                  things which the Attorney may consider to be required or
                  desirable for:

                  (a)      carrying out any obligation imposed on that Chargor
                           by this deed (including the execution and delivery of
                           any notices, deeds, charges, assignments or other
                           security and any transfers of the Charged Property);

                  (b)      enabling the Security Trustee, each Delegate and any
                           Receiver to exercise, or delegate the exercise of,
                           any of the rights, powers and authorities conferred
                           on them by or pursuant to this deed or any Collateral
                           Security or by law (including, after the occurrence
                           of an Enforcement Event, the exercise of any right of
                           a legal or beneficial owner of the Charged Property.

         7.2      DELEGATION AND SUBSTITUTION

                  The Attorney may, at any time, for any of the purposes in
                  clause 7.1, appoint or remove any substitute or delegate or
                  sub-attorney.

         7.3      RATIFICATION

                  Each Chargor shall ratify and confirm all things done and all
                  documents executed by any Attorney in the exercise or
                  purported exercise of all or any of his powers.

         7.4      INDEMNITY

                  Each Chargor shall indemnify the Attorney and keep the
                  Attorney indemnified against any and all costs, claims and
                  liabilities which the Attorney may incur as a result of
                  anything done by the Attorney in the exercise of any of the
                  powers conferred, or purported to be conferred, on him or her
                  by this deed unless such cost, claim or liability arises as a
                  result of the negligence or wilful misconduct of the Attorney.

8        PROTECTION

         8.1      PROTECTION OF THIRD PARTIES

                  (a)      No person dealing with the Security Trustee,
                           Receiver, any Delegate or Attorney is:

                           (1)      bound to enquire whether:

                                    (A)      the Charge has become enforceable;

                                    (B)      the Receiver or Attorney is duly
                                             appointed; or

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                                                       Fixed and floating charge

                                    (C)      any Power has been properly or
                                             regularly exercised; or

                           (2)      affected by express notice that the exercise
                                    of any Power was unnecessary or improper.

                  (b)      The irregular or improper exercise of any Power is,
                           as regards the protection of any person, regarded as
                           authorised by each Chargor and this deed, and is
                           valid.

         8.2      PROTECTION OF THE SECURITY TRUSTEE, RECEIVER AND ATTORNEY

                  (a)      The Security Trustee, Receiver, any Delegate or
                           Attorney is not liable for any loss or damage
                           including, but not limited to, consequential loss or
                           damage arising directly or indirectly from:

                           (1)      any omission or delay in the exercise or
                                    non-exercise of any Power; or

                           (2)      the neglect, default or dishonesty of any
                                    manager, Officer, employee, agent,
                                    accountant, auctioneer or solicitor of any
                                    Chargor, the Security Trustee, Receiver, any
                                    Delegate or Attorney.

                  (b)      Clause 8.2(a) does not apply:

                           (1)      in respect of the Security Trustee, to any
                                    loss or damage which arises from the wilful
                                    default, fraud or gross negligence of the
                                    Security Trustee; and

                           (2)      in respect of a Receiver or Attorney, to any
                                    loss or damage which arises from the wilful
                                    default, fraud or gross negligence of the
                                    Receiver or Attorney.

9        TAX, COSTS, EXPENSES, INDEMNITY AND RELEASE

         9.1      TAX

                  Each Chargor shall pay, promptly on demand of the Security
                  Trustee all stamp, registration, notarial and other similar
                  Taxes or fees paid or payable by the Security Trustee in
                  connection with any action taken or contemplated by or on
                  behalf of the Security Trustee for perfecting, enforcing,
                  releasing, cancelling, reassigning or resolving any doubt
                  concerning, or for any other purpose in relation to this
                  Charge or any Collateral Security, any amendment thereto, any
                  transfer and/or assignment of the rights and/or obligations
                  under the same or the Encumbrance created or intended to be
                  created in respect of the Charged Property and shall, from
                  time to time, indemnify the Security Trustee promptly on
                  demand against any liabilities, costs, claims and expenses
                  resulting from any failure to pay by any Chargor or any delay
                  by any Chargor in paying any such Taxes or fees.

         9.2      GST

                  (a)      To the extent that any supply made under or in
                           connection with this deed is a taxable supply, the
                           recipient must pay, in addition to the consideration
                           to be provided under this deed for that supply
                           (unless it expressly includes GST) an amount
                           (ADDITIONAL AMOUNT) equal to the amount of that

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                                                       Fixed and floating charge

                           consideration (or its GST exclusive market value)
                           multiplied by the rate at which GST is imposed in
                           respect of the supply.

                  (b)      Terms used in this clause which are defined in the
                           GST Act have the same meaning in this clause.

                  (c)      If any party is entitled under this deed to be
                           reimbursed or indemnified by a Chargor or the
                           Security Trustee (as relevant) for a cost or expense
                           incurred in connection with this deed, the
                           reimbursement or indemnity payment must not include
                           any GST component of the cost or expense for which an
                           input tax credit may be claimed by the party being
                           reimbursed or indemnified, or by its representative
                           member.

         9.3      EXPENSES

                  Each Chargor shall, from time to time and promptly on demand
                  by the Security Trustee reimburse to the Security Trustee all
                  costs and expenses (including legal fees) incurred in relation
                  to such Chargor on a full indemnity basis together with any
                  applicable GST incurred by the Security Trustee and any
                  Delegate (provided that in relation to paragraph (a) of this
                  clause 9.3, such costs and expenses must be properly incurred)
                  in connection with:

                  (a)      the execution, release and discharge of this deed and
                           each Encumbrance created or intended to be created in
                           respect of the Charged Property and the perfection of
                           an Encumbrance contemplated in this deed or in any
                           such documents or forming part of an Encumbrance
                           created or intended to be created in respect of the
                           Charged Property;

                  (b)      the actual or contemplated exercise, preservation
                           and/or enforcement of any of the rights, powers and
                           remedies of, or the performance of the duties and
                           obligations of, the Security Trustee or any Delegate,
                           or any amendment or waiver in respect of this deed;

                  (c)      the foreclosure of the Charge or any Collateral
                           Security in relation to any Charged Property; and

                  (d)      the preservation and/or enforcement of an Encumbrance
                           created or intended to be created in respect of the
                           Charged Property,

                  which shall carry interest from the date of such demand until
                  so reimbursed at the rate and on the basis as mentioned in
                  clause 3.8.

         9.4      CURRENCY INDEMNITY

                  If any sum (a "SUM") owing by any Chargor under this deed or
                  any order or judgment given or made in relation to this deed
                  has to be converted from the currency (the "FIRST CURRENCY")
                  in which such Sum is payable into another currency (the
                  "SECOND CURRENCY") for the purpose of:

                  (a)      making or filing a claim or proof against that
                           Chargor;

                  (b)      obtaining an order or judgment in any court or other
                           tribunal;

                  (c)      enforcing any order or judgment given or made in
                           relation to this deed; or

                  (d)      applying the Sum in satisfaction of any of the
                           Secured Obligations,

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                                                       Fixed and floating charge

                  each Chargor shall indemnify the Security Trustee from and
                  against any loss suffered or incurred as a result of any
                  discrepancy between the rate of exchange used for such purpose
                  to convert such Sum from the First Currency into the Second
                  Currency and the rate or rates of exchange available to the
                  Security Trustee at the time of such receipt of such Sum.

         9.5      GROSS UP

                  All payments to be made to the Security Trustee, any Delegate
                  and/or Receiver under this deed or any Collateral Security
                  shall be made free and clear of and without set-off or
                  deduction for or on account of Tax unless a Chargor is
                  required to make such payment subject to the deduction or
                  withholding of Tax, in which case the sum payable by that
                  Chargor in respect of which such deduction or withholding is
                  required to be made shall be increased to the extent necessary
                  to ensure that, after the making of such deduction or
                  withholding, the person on account of whose liability to Tax
                  such deduction or withholding has been made receives and
                  retains (free from any liability in respect of any such
                  deduction or withholding) a net sum equal to the sum which it
                  would have received and so retained had no such deduction or
                  withholding been made or required to be made.

         9.6      RELEASE OF SECURITY

                  The Security Trustee shall, at the cost of the Chargors,
                  release and cancel the security constituted by this deed and
                  procure the reassignment to the relevant Chargor of the
                  property and assets assigned to the Security Trustee pursuant
                  to this deed in accordance with the terms and subject to the
                  conditions and circumstances set out in the Security Trust and
                  Intercreditor Deed and without recourse to, or any
                  representation or warranty by, the Security Trustee or any of
                  its nominees.

10       SAVING PROVISIONS

         10.1     STATUTORY POWERS

                  (a)      The powers of the Security Trustee under this deed or
                           any Collateral Security are in addition to any powers
                           the Security Trustee has under applicable law.

                  (b)      To the extent not prohibited by law, before enforcing
                           this deed or any Collateral Security, or exercising
                           any Power, the Security Trustee is not required to
                           give any notice or allow the expiration of any time
                           to any person.

         10.2     CONTINUING SECURITY

                  The Charge is a continuing security despite any settlement of
                  account or any other thing until the Security Trustee has
                  given a discharge of the Charge in respect of all the Charged
                  Property in accordance with the Relevant Documents.

                                                                         PAGE 29

<PAGE>

                                                       Fixed and floating charge

         10.3     NO MERGER OF SECURITY

                  (a)      Nothing in this deed merges, extinguishes, postpones,
                           lessens or otherwise prejudicially affects:

                           (1)      any Encumbrance in favour of the Security
                                    Trustee at any time;

                           (2)      any indemnity in favour of the Security
                                    Trustee contained in any Relevant Document;
                                    or

                           (3)      any right, power, authority, discretion or
                                    remedy which the Security Trustee may have
                                    against any Chargor or any other person at
                                    any time.

                  (b)      No other Encumbrance including, but not limited to,
                           any Collateral Security, held by the Security Trustee
                           in any way prejudicially affects any right, Power,
                           authority, discretion or remedy of the Security
                           Trustee under this deed.

         10.4     EXCLUSION OF MORATORIUM

                  To the extent not excluded by law, a provision of any
                  legislation which at any time directly or indirectly:

                  (a)      lessens or otherwise varies or affects in favour of
                           any Chargor any obligations under this deed or any
                           Collateral Security; or

                  (b)      stays, postpones or otherwise prevents or
                           prejudicially affects the exercise by the Security
                           Trustee, Receiver or Attorney of any Power,

                  is negatived and excluded from this deed and any Collateral
                  Security and all relief and protection conferred on any
                  Chargor by or under that legislation is also negatived and
                  excluded.

         10.5     CONFLICT

                  Where any right, power, authority, discretion or remedy of the
                  Security Trustee, any Delegate, Receiver or Attorney under
                  this deed or any Collateral Security is inconsistent with the
                  powers conferred by applicable law then, to the extent not
                  prohibited by that law, the powers conferred by applicable law
                  are regarded as negatived or varied to the extent of the
                  inconsistency.

         10.6     DISCRETION

                  Any Power which may be exercised or any determination which
                  may be made hereunder or under any Collateral Security by the
                  Security Trustee or any Receiver may, subject to the terms and
                  conditions of this deed and the Security Trust and
                  Intercreditor Deed, be exercised or made in its absolute and
                  unfettered discretion without any obligation to give reasons.

         10.7     DELEGATION

                  Each of the Security Trustee and any Receiver shall have full
                  power to delegate (either generally or specifically) the
                  Powers conferred on it by this deed (including the power of
                  attorney) or any Collateral Security on such terms and
                  conditions as it shall see fit which delegation shall not
                  preclude either the subsequent exercise

                                                                         PAGE 30

<PAGE>

                                                       Fixed and floating charge

                  of such Power by the Security Trustee or the Receiver itself
                  or any subsequent delegation or revocation thereof.

         10.8     COMPLETION OF BLANK SECURITIES

                  At any time after the Charge has become enforceable, the
                  Security Trustee, any Delegate, Receiver, Attorney or any
                  Officer of the Security Trustee may complete, in favour of the
                  Security Trustee, any appointee of the Security Trustee or any
                  purchaser, any instrument executed in blank by or on behalf of
                  any Chargor and deposited with the Security Trustee as
                  security under this deed or under any Collateral Security.

         10.9     PRINCIPAL OBLIGATIONS

                  The Charge and each Collateral Security is:

                  (a)      a principal obligation and is not ancillary or
                           collateral to any other Encumbrance (other than
                           another Collateral Security) or other obligation
                           however created; and

                  (b)      independent of, and unaffected by, any other
                           Encumbrance or other obligation however created which
                           the Security Trustee may hold at any time in respect
                           of the Secured Obligations.

         10.10    NO OBLIGATION TO MARSHAL

                  Before the Security Trustee enforces the Charge, it is not
                  required to marshal or to enforce or apply under, or
                  appropriate, recover or exercise:

                  (a)      any Encumbrance or Collateral Security held, at any
                           time, by the Security Trustee; or

                  (b)      any moneys or assets which the Security Trustee, at
                           any time, holds or is entitled to receive.

         10.11    NON-AVOIDANCE

                  If any payment by any Chargor to the Security Trustee is at
                  any time avoided for any reason including, but not limited to,
                  any legal limitation, disability or incapacity of or affecting
                  that Chargor or any other thing, and whether or not:

                  (a)      any transaction relating to the Secured Obligations
                           was illegal, void or substantially avoided; or

                  (b)      any thing was or ought to have been within the
                           knowledge of the Security Trustee,

                  that Chargor:

                  (c)      as an additional and independent obligation,
                           indemnifies the Security Trustee against that avoided
                           payment; and

                  (d)      acknowledges that any liability of the Chargor under
                           this deed and any Power is the same as if that
                           payment had not been made.

                                                                         PAGE 31

<PAGE>

                                                       Fixed and floating charge

         10.12    INCREASE IN FINANCIAL ACCOMMODATION

                  Any Secured Creditor may at any time increase the financial
                  accommodation provided under any Relevant Document or
                  otherwise provide further financial accommodation.

11       THIRD PARTY PROVISIONS

         11.1     INDEPENDENT OBLIGATIONS

                  This deed is enforceable against each Chargor:

                  (a)      without first enforcing any Collateral Security;

                  (b)      whether or not the Security Trustee has:

                           (1)      made demand upon any Obligor other than that
                                    Chargor;

                           (2)      given notice to any Obligor (other than that
                                    Chargor) or any other person in respect of
                                    any thing; or

                           (3)      taken any other steps against any Obligor
                                    (other than that Chargor) or any other
                                    person;

                  (c)      whether or not the payment or performance of any
                           Secured Obligations are due; and

                  (d)      despite the occurrence of any event described in
                           clause 11.2.

         11.2     UNCONDITIONAL NATURE OF OBLIGATIONS

                  (a)      The Charge and the obligations of each Chargor under
                           the Relevant Documents are absolute, binding and
                           unconditional in all circumstances.

                  (b)      The Charge and the obligations of each Chargor under
                           the Relevant Documents are not released or discharged
                           or otherwise affected by anything which but for this
                           provision might have that effect, including, but not
                           limited to:

                           (1)      the grant to any Obligor or any other person
                                    of any time, waiver, covenant not to sue or
                                    other indulgence;

                           (2)      the release (including without limitation a
                                    release as part of any novation) or
                                    discharge of any Obligor or any other
                                    person;

                           (3)      the cessation of the obligations, in whole
                                    or in part, of any Obligor or any other
                                    person under any Relevant Document or any
                                    other document or agreement;

                           (4)      the liquidation of any Obligor or any other
                                    person;

                           (5)      any arrangement, composition or compromise
                                    entered into by the Security Trustee, any
                                    Obligor or any other person;

                           (6)      any Relevant Document or any other document
                                    or agreement being in whole or in part
                                    illegal, void, voidable, avoided,
                                    unenforceable or otherwise of limited force
                                    or effect;

                                                                         PAGE 32

<PAGE>

                                                       Fixed and floating charge

                           (7)      any extinguishment, failure, loss, release,
                                    discharge, abandonment, impairment,
                                    compound, composition or compromise, in
                                    whole or in part of any Relevant Document or
                                    any other document or agreement;

                           (8)      any Collateral Security being given to the
                                    Security Trustee by any Obligor or any other
                                    person;

                           (9)      any alteration, amendment, variation,
                                    supplement, renewal or replacement of any
                                    Relevant Document or any other document or
                                    agreement;

                           (10)     any moratorium or other suspension of any
                                    Power;

                           (11)     the Security Trustee, any Delegate, Receiver
                                    or Attorney exercising or enforcing,
                                    delaying or refraining from exercising or
                                    enforcing, or being not entitled or unable
                                    to exercise or enforce any Power;

                           (12)     the Security Trustee obtaining a judgment
                                    against any Obligor or any other person for
                                    the payment of any of the Secured
                                    Obligations;

                           (13)     any transaction, agreement or arrangement
                                    that may take place with the Security
                                    Trustee, any Obligor or any other person;

                           (14)     any payment to the Security Trustee, any
                                    Delegate, Receiver or Attorney, including
                                    any payment which at the payment date or at
                                    any time after the payment date is, in whole
                                    or in part, illegal, void, voidable, avoided
                                    or unenforceable;

                           (15)     any failure to give effective notice to any
                                    Obligor or any other person of any default
                                    under any Relevant Document or any other
                                    document or agreement;

                           (16)     any legal limitation, disability or
                                    incapacity of any Obligor or of any other
                                    person;

                           (17)     any breach of any Relevant Document or any
                                    other document or agreement;

                           (18)     the acceptance of the repudiation of, or
                                    termination of, any Relevant Document or any
                                    other document or agreement;

                           (19)     any Secured Obligations being irrecoverable
                                    for any reason;

                           (20)     any disclaimer by any Obligor or any other
                                    person of any Relevant Document or any other
                                    document or agreement;

                           (21)     any assignment, novation, assumption or
                                    transfer of, or other dealing with, any
                                    Powers or any other rights or obligations
                                    under any Relevant Document or any other
                                    document or agreement;

                           (22)     the opening of a new account of any Obligor
                                    with the Security Trustee or any transaction
                                    on or relating to the new account;

                           (23)     any prejudice (including, but not limited
                                    to, material prejudice) to any person as a
                                    result of:

                                    (A)      any thing done, or omitted by the
                                             Security Trustee, any Obligor or
                                             any other person;

                                                                         PAGE 33

<PAGE>

                                                       Fixed and floating charge

                                    (B)      the Security Trustee, a Delegate,
                                             Receiver, Attorney or any other
                                             person selling or realising any
                                             property the subject of a
                                             Collateral Security at less than
                                             the best price;

                                    (C)      any failure or neglect by the
                                             Security Trustee, a Delegate,
                                             Receiver, Attorney or any other
                                             person to recover the Secured
                                             Obligations from any Obligor or by
                                             the realisation of any property the
                                             subject of a Collateral Security;
                                             or

                                    (D)      any other thing;

                           (24)     the receipt by the Security Trustee of any
                                    dividend, distribution or other payment in
                                    respect of any liquidation; or

                           (25)     any other act, omission, matter or thing
                                    whatsoever whether negligent or not.

                  (c)      Clauses 11.2(a) and (b) apply irrespective of:

                           (1)      the consent or knowledge or lack of consent
                                    or knowledge, of the Security Trustee, any
                                    Obligor or any other person of any event
                                    described in clause 11.2(b); or

                           (2)      any rule of law or equity to the contrary.

         11.3     NO COMPETITION

                  (a)      Subject to the terms and conditions of the Security
                           Trust and Intercreditor Deed, until the Secured
                           Obligations have been fully and irrevocably paid and
                           satisfied and the Charge has been finally discharged
                           in accordance with the terms of the Security Trust
                           and Intercreditor Deed, no Chargor is entitled to,
                           except (with respect only to sub-paragraphs (3) to
                           (7) below) as not expressly prohibited under the
                           Indentures:

                           (1)      be subrogated to the Security Trustee;

                           (2)      claim or receive the benefit of:

                                    (A)      any Encumbrance, Guarantee
                                             (including, but not limited to, any
                                             Relevant Document) or other
                                             document or agreement of which the
                                             Security Trustee has the benefit;

                                    (B)      any moneys held by the Security
                                             Trustee; or

                                    (C)      any Power;

                           (3)      subject to clause 11.3(b), either directly
                                    or indirectly prove in, claim or receive the
                                    benefit of any distribution, dividend or
                                    payment arising out of or relating to the
                                    liquidation of any Obligor;

                           (4)      make a claim or exercise or enforce any
                                    right, power or remedy (including, but not
                                    limited to, under an Encumbrance or
                                    Guarantee or by way of contribution) against
                                    any Obligor;

                           (5)      accept, procure the grant of, or allow to
                                    exist any Encumbrance in favour of that
                                    Chargor from any Obligor;

                           (6)      exercise or attempt to exercise any right of
                                    set-off against, nor realise any Encumbrance
                                    taken from, any Obligor; or

                                                                         PAGE 34

<PAGE>

                                                       Fixed and floating charge

                           (7)      raise any defence or counterclaim in
                                    reduction or discharge of its obligations
                                    under the Relevant Documents.

                  (b)      If required by the Security Trustee, the relevant
                           Chargor must prove in any liquidation of an Obligor
                           for all moneys owed to that Chargor.

                  (c)      All moneys recovered by any Chargor from any
                           liquidation or under any Encumbrance from an Obligor
                           must be received and held in trust by that Chargor
                           for the Security Trustee to the extent of the
                           unsatisfied liability of that Chargor under the
                           Relevant Documents.

                  (d)      No Chargor may do or seek, attempt or purport to do
                           anything referred to in clause 11.3(a).

12       GENERAL

         12.1     CONFIDENTIAL INFORMATION

                  The Security Trustee may, for the purpose of exercising any
                  Power, disclose to any person any documents or records of, or
                  information about, any Chargor, the Charged Property or any
                  Chargor's business or affairs, whether or not confidential and
                  whether or not the disclosure would be in breach of any law or
                  of any duty owed to any Chargor.

         12.2     PERFORMANCE BY SECURITY TRUSTEE OF A CHARGOR'S OBLIGATIONS

                  If any Chargor defaults in fully and punctually performing any
                  obligation contained or implied in any Relevant Document, the
                  Security Trustee may, without prejudice to any Power do all
                  things necessary or desirable, in the opinion of the Security
                  Trustee, to make good or attempt to make good that default to
                  the satisfaction of the Security Trustee.

         12.3     CHARGOR TO BEAR COST

                  Any thing which must be done by any Chargor under this deed,
                  whether or not at the request of the Security Trustee or any
                  of its Delegates, is to be done at the cost of that Chargor.

         12.4     NOTICES

                  Each communication to be made under this deed shall be made
                  and delivered in accordance with the provisions of the
                  Security Trust and Intercreditor Deed.

         12.5     GOVERNING LAW AND JURISDICTION

                  (a)      This deed is governed by the laws of New South Wales.

                  (b)      Each Chargor irrevocably submits to the non-exclusive
                           jurisdiction of the courts of New South Wales.

                                                                         PAGE 35

<PAGE>

                                                       Fixed and floating charge

         12.6     PROHIBITION AND ENFORCEABILITY

                  (a)      Any provision of, or the application of any provision
                           of, any Relevant Document or any Power which is
                           prohibited in any jurisdiction is, in that
                           jurisdiction, ineffective only to the extent of that
                           prohibition.

                  (b)      Any provision of, or the application of any provision
                           of, any Relevant Document which is void, illegal or
                           unenforceable in any jurisdiction does not affect the
                           validity, legality or enforceability of that
                           provision in any other jurisdiction or of the
                           remaining provisions in that or any other
                           jurisdiction.

         12.7     WAIVERS

                  (a)      Waiver of any right arising from a breach of this
                           deed or of any Power arising upon default under this
                           deed or upon the occurrence of an Enforcement Event
                           must be in writing and signed by the party granting
                           the waiver.

                  (b)      A failure or delay in exercise, or partial exercise,
                           of:

                           (1)      a right arising from a breach of this deed
                                    or the occurrence of an Enforcement Event;
                                    or

                           (2)      a Power created or arising upon default
                                    under this deed or upon the occurrence of an
                                    Enforcement Event,

                           does not result in a waiver of that right or Power.

                  (c)      A party is not entitled to rely on a delay in the
                           exercise or non-exercise of a right or Power arising
                           from a breach of this deed or on a default under this
                           deed or on the occurrence of an Enforcement Event as
                           constituting a waiver of that right or Power.

                  (d)      A party may not rely on any conduct of another party
                           as a defence to exercise of a right or Power by that
                           other party.

                  (e)      This clause may not itself be waived except by
                           writing.

         12.8     VARIATION

                  A variation of any term of this deed must be in writing and
                  signed by the parties.

         12.9     CUMULATIVE RIGHTS

                  The Powers are cumulative and do not exclude any other right,
                  power, authority, discretion or remedy of the Security
                  Trustee, Receiver or Attorney.

         12.10    ASSIGNMENT

                  (a)      The Security Trustee may assign and transfer all or
                           any of its rights and obligations under this deed and
                           each Collateral Security, without the consent of any
                           Chargor, to any successor or replacement security
                           trustee under, and in accordance with, the Security
                           Trust and Intercreditor Deed. The Security Trustee
                           shall be entitled to disclose such information
                           concerning any Chargor and this deed as the Security
                           Trustee considers appropriate to any actual or
                           proposed direct or indirect successor or to any

                                                                         PAGE 36

<PAGE>

                                                       Fixed and floating charge

                           person to whom information may be required to be
                           disclosed by any applicable law.

                  (b)      No Chargor may assign any of its rights under this
                           deed or any Collateral Security without the prior
                           written consent of the Security Trustee.

         12.11    ATTORNEYS

                  Each of the attorneys executing this deed states that the
                  attorney has no notice of the revocation of the power of
                  attorney appointing that attorney.

         12.12    COUNTERPARTS

                  This deed may be executed in any number of counterparts and
                  the result shall be the same as it would be if the signatures
                  on the counterparts were on a single copy of this deed. Any
                  party may enter this deed by signing any such counterpart.

                                                                         PAGE 37

<PAGE>

                                                       Fixed and floating charge

SCHEDULE 1 - THE CHARGORS

<TABLE>
<CAPTION>
COMPANY NAME                                                           COMPANY NUMBER
<S>                                                                    <C>
Associated Electrical Industries Limited                                  00062919

Elliott-Automation Holdings Limited                                       00559725

English Electric Company Limited                                          00152250

GPT Special Projects Management Limited                                   02984211

Highrose Limited                                                          04410334

Marconi (Bruton Street) Limited                                           04129430

Marconi (DGP1) Limited                                                    03545378

Marconi (DGP2) Limited                                                    03545363

Marconi (Elliott Automation) Limited                                      00487190

Marconi (NCP) Limited                                                     03739989

Marconi Aerospace Unlimited                                               00516425

Marconi Bonding Limited                                                   03818628

Marconi Communications China Limited                                      02956293

Marconi Communications Holdings Limited                                   00319092

Marconi Communications International Holdings Limited                     02204070

Marconi Communications International Investments Limited                  02203912

Marconi Communications International Limited                              00464439

Marconi Communications Investments Limited                                02353798

Marconi Communications Limited                                            00703317

Marconi Corporation plc                                                   00067307

Marconi Optical Components Limited                                        03694360

Marconi UK Intellectual Property Limited                                  04573518

Metapath Software International Limited                                   02436108

Mobile Systems International Holdings Limited                             03179118
</TABLE>

                                                                         PAGE 38

<PAGE>

                                                       Fixed and floating charge

SCHEDULE 2 - FORM OF NOTICE OF ASSIGNMENT OF INTRA-GROUP LOAN CONTRACTS

         To:   [            ]

                                                          Date:   [            ]

         Dear Sirs,

         DEED OF FIXED AND FLOATING CHARGE DATED [      ] BY [      ] (THE
         "COMPANY") AND OTHERS AND THE LAW DEBENTURE TRUST CORPORATION p.l.c.
         (THE "SECURITY TRUSTEE") (THE "CHARGE")

         We hereby give you notice, as attorney for and on behalf of the
         Company, that the Company has, pursuant to the Charge, assigned to us
         as Security Trustee all their right, title and interest in and to
         [details of contract] (the "CONTRACT") including all moneys which may
         be payable in respect of the Contract.

         With effect from your receipt of this notice:

         1.       all payments by you to the Company under or arising from the
                  Contract should be made to us or to our order as we may
                  specify in writing from time to time [details of the account
                  into which sums are to be paid may be included];

         2.       all remedies provided for in the Contract or available at law
                  or in equity are exercisable by us;

         3.       all rights to compel performance of the Contract are
                  exercisable by us although the Company shall remain liable to
                  perform all the obligations assumed by it under the Contract;

         4.       all rights, interests and benefits whatsoever accruing to or
                  for the benefit of the Company arising from the Contract
                  belong to us and no changes may be made to the terms of the
                  Contract nor may the Contract be terminated without our
                  consent; and

         5.       you are authorised and instructed, without requiring further
                  approval from the Company, to provide us with such information
                  relating to the Contract as we may from time to time request
                  and to send us copies of all notices issued by you under the
                  Contract to us as well as to the Company.

         These instructions may not be revoked, nor may the terms of the
         Contract be amended, varied or waived without our prior written
         consent.

                                                                         PAGE 39

<PAGE>

                                                       Fixed and floating charge

         We confirm that pursuant to clause 2.7(b) and clause 7 of the Charge,
         we are empowered and authorised to deliver this Notice of Assignment
         for and on behalf of the Company.

         This letter is governed by the law of the State of New South Wales.

         Please acknowledge receipt of this notice by signing the
         acknowledgement on the enclosed copy letter and returning it to us at
         Fifth Floor, 100 Wood Street, London EC2V 7EX marked for the attention
         of Manager Trust Administration.

         Yours faithfully,

         _________________

         THE LAW DEBENTURE TRUST CORPORATION p.l.c.
         as attorney for and on behalf
         [         ] (the "COMPANY")

                                                                         PAGE 40

<PAGE>

                                                       Fixed and floating charge

         [On copy only:

         To:  THE LAW DEBENTURE TRUST CORPORATION p.l.c. AS SECURITY TRUSTEE

         We acknowledge receipt of a notice in the terms set out above and
         confirm that we have not received notice of any previous assignments or
         charges of or over any of the rights, interests and benefits in and to
         the Contract and that we will comply with the terms of that notice.

         We further confirm that:

         (a)      no amendment, waiver or release of any of such rights,
                  interests and benefits shall be effective without your prior
                  written consent;

         (b)      no termination of such rights, interests or benefits shall be
                  effective unless we have given you thirty days written notice
                  of the proposed termination, specifying the action necessary
                  to avoid such termination; and

         (c)      no breach or default on the part of the Company of any of the
                  terms of the Contract shall be deemed to have occurred unless
                  we have given you notice of such breach specifying how to make
                  good such breach.

         For and on behalf of [     ]

         By: ______________________

         Dated:

                                                                         PAGE 41

<PAGE>

                                                       Fixed and floating charge

SCHEDULE 3 - FORM OF NOTICE OF CHARGE

                                     Part A

                      Form of Notice of Charge Over Account

         To: [Account Bank]

         Dear Sirs,

         DEED OF FIXED AND FLOATING CHARGE DATED [       ] BY [       ] (THE
         "COMPANY") AND OTHERS AND THE LAW DEBENTURE TRUST CORPORATION p.l.c.
         (THE "SECURITY TRUSTEE") (THE "CHARGE")

         We hereby give you notice, as attorney for and on behalf of the
         Company, that the Company has, pursuant to the Charge, charged to us as
         Security Trustee for and on behalf of the Secured Creditors referred to
         therein, all their rights, title and interest in and to all sums of
         money which may now or in the future be held by the Company with you in
         any accounts at any of your branches (the "ACCOUNTS"), together with
         all interest from time to time earned thereon and the debts represented
         by such sums and interest, as well as all book and other debts owed to
         the Company.

         We hereby irrevocably authorise and instruct you:

         (a)      to disclose to us without any reference to or further
                  authority from the Company and without any enquiry by you as
                  to the justification of such disclosure, such information
                  relating to the Accounts and the sums therein as we may at any
                  time and from time to time request;

         (b)      to hold all sums from time to time standing to the credit of
                  the Accounts to our order;

         (c)      to pay or release all or any part of the sums from time to
                  time standing to the credit of the Accounts in accordance with
                  our written instructions at any time or times;

         (d)      to comply with the terms of any written notice or instructions
                  in any way relating to, or purporting to relate to, the
                  Charge, the sums standing to the credit of the Accounts from
                  time to time or the debts represented thereby which you
                  receive at any time from us without any reference to or
                  further authority from the Company and without any enquiry by
                  you as to the justification for or validity of such notice or
                  instruction; and

         (e)      to pay all monies received by you for the Accounts to (and
                  only to) the credit of those Accounts.

         Please note that the Company is not permitted to withdraw any amount
         from any of the Accounts without our prior written consent.

                                                                         PAGE 42

<PAGE>

                                                       Fixed and floating charge

         Please also note that these instructions are not to be revoked or
         varied without our prior written consent.

         We confirm that pursuant to clause 2.8 and clause 7 of the Charge, we
         are empowered and authorised to deliver this Notice of Charge for and
         on behalf of the Company.

         This letter is governed by law of the State of New South Wales.

         Please acknowledge receipt of this notice by sending the attached
         acknowledgement to us with a copy to the Company.

         Yours faithfully,

         _________________
         by The Law Debenture Trust Corporation p.l.c
         as attorney for and on behalf of [        ] (the "COMPANY")

                                                                         PAGE 43

<PAGE>

                                                       Fixed and floating charge

                             FORM OF ACKNOWLEDGEMENT

         To:  The Law Debenture Trust Corporation p.l.c.

         Dear Sirs,

         We confirm receipt from the Law Debenture Trust Corporation p.l.c. as
         attorney for and on behalf of [      ] (the "COMPANY") of a notice
         dated [      ] relating to certain accounts (the "ACCOUNTS") of the
         Company with the Bank.

         We confirm that:

         (i)      we accept the instructions and authorisations contained in
                  that notice and we undertake to act in accordance with the
                  terms of that notice;

         (ii)     we have not received notice of the interest of any third party
                  in the Accounts;

         (iii)    we have neither claimed or exercised nor will claim or
                  exercise any security interest, set-off, counter-claim or
                  other rights in respect of the Accounts, the sums therein or
                  the debts represented thereby without your prior written
                  consent;

         (iv)     we shall pay all monies received by us for the account of the
                  Company to (and only to) the credit of the Account(s) in the
                  name of the Company unless otherwise consented to by you; and

         (v)      we shall not permit any amount to be withdrawn from any of the
                  Accounts without your prior written consent.

         Nothing contained in any of our arrangements with you shall commit us
         to providing any facilities or making advances available to the
         Company.

         This letter is governed by law of the State of New South Wales.

         Yours faithfully,

         __________________
         On behalf of [Bank]

                                                                         PAGE 44

<PAGE>

                                                       Fixed and floating charge

                                     PART B

                  FORM OF NOTICE OF CHARGE OVER MONETARY CLAIMS

         To:  [             ]

                                                      Date: [             ]

         Dear Sirs,

         DEED OF FIXED AND FLOATING CHARGE DATED [     ] BY [     ] (THE
         "COMPANY") AND OTHERS AND THE LAW DEBENTURE TRUST CORPORATION p.l.c.
         (THE "SECURITY TRUSTEE") (THE "CHARGE")

         We hereby give you notice, as attorney for and on behalf of the
         Company, that the Company has, pursuant to the Charge, charged to us as
         Security Trustee for and on behalf of the Secured Creditors referred to
         therein all their right, title and interest in and to [details of
         Monetary Claim] (the "MONETARY CLAIM") including all moneys which may
         be payable in respect of the Monetary Claim.

         With effect from your receipt of this notice:

         1.       all payments by you to the Company under or arising from the
                  Monetary Claim should be made to us or to our order as we may
                  specify in writing from time to time [details of the account
                  into which sums are to be paid may be included];

         2.       all remedies available at law or in equity in relation to the
                  Monetary Claim are exercisable by us;

         3.       all rights to compel performance of the underlying contract in
                  respect of the Monetary Claim (the "UNDERLYING CONTRACT")
                  between you and the Company are exercisable by us although the
                  Company shall remain liable to perform all the obligations
                  assumed by it thereunder;

         4.       all rights, interests and benefits whatsoever accruing to or
                  for the benefit of the Company arising from the Monetary Claim
                  belong to us and no changes may be made to the terms of the
                  Underlying Contract nor may the Underlying Contract be
                  terminated without our consent; and

         5.       you are authorised and instructed, without requiring further
                  approval from the Company, to provide us with such information
                  relating to the Monetary Claim as we may from time to time
                  request and to send copies of all notices issued by you under
                  the Underlying Contract to us as well as to the Company.

                                                                         PAGE 45

<PAGE>

                                                       Fixed and floating charge

         These instructions may not be revoked, nor amended, varied or waived
         without our prior written consent.

         We confirm that pursuant to clause 2.8 and clause 7 of the Charge, we
         are empowered and authorised to deliver this Notice of Charge for and
         on behalf of the Company.

         This letter is governed by the law of the State of New South Wales.

         Please acknowledge receipt of this notice by signing the
         acknowledgement on the enclosed copy letter and returning it to us at
         Fifth Floor, 100 Wood Street, London EC2V 7EX marked for the attention
         of Manager Trust Administration.

         Yours faithfully,

         _____________________

         by
         THE LAW DEBENTURE TRUST CORPORATION p.l.c.
         as attorney for and on behalf of
         [         ] (the "COMPANY")

                                                                         PAGE 46

<PAGE>

                                                       Fixed and floating charge

         [On copy only:

         To:  THE LAW DEBENTURE TRUST CORPORATION p.l.c. AS SECURITY TRUSTEE

         We acknowledge receipt of a notice in the terms set out above and
         confirm that we have not received notice of any previous charges of or
         over any of the rights, interests and benefits in and to the Monetary
         Claim and that we will comply with the terms of that notice.

         We further confirm that:

         (a)      no amendment, waiver or release of any of such rights,
                  interests and benefits shall be effective without your prior
                  written consent;

         (b)      no termination of such rights, interests or benefits shall be
                  effective unless we have given you thirty days written notice
                  of the proposed termination, specifying the action necessary
                  to avoid such termination.

         For and on behalf of [          ]

         By: ________________

         Dated:

                                                                         PAGE 47

<PAGE>

                                                       Fixed and floating charge

THE CHARGORS

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
ASSOCIATED ELECTRICAL      )
INDUSTRIES LIMITED         )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
ELLIOTT-AUTOMATION         )
HOLDINGS LIMITED           )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
ENGLISH ELECTRIC           )
COMPANY LIMITED            )
in the presence of:        )

                                                                         PAGE 48

<PAGE>

                                                       Fixed and floating charge

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
GPT SPECIAL PROJECTS       )
MANAGEMENT LIMITED         )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

                                                                         PAGE 49

<PAGE>

                                                       Fixed and floating charge

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
HIGHROSE LIMITED           )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI (BRUTON            )
STREET) LIMITED            )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

                                                                         PAGE 50

<PAGE>

                                                       Fixed and floating charge

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI (DGP1) LIMITED     )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI (DGP2) LIMITED     )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

                                                                         PAGE 51

<PAGE>

                                                       Fixed and floating charge

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI (ELLIOTT           )
AUTOMATION) LIMITED        )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI (NCP) LIMITED      )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

                                                                         PAGE 52

<PAGE>

                                                       Fixed and floating charge

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI AEROSPACE          )
UNLIMITED                  )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI BONDING LIMITED    )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

                                                                         PAGE 53

<PAGE>

                                                       Fixed and floating charge

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI COMMUNICATIONS     )
CHINA LIMITED              )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI COMMUNICATIONS     )
HOLDINGS LIMITED           )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

                                                                         PAGE 54

<PAGE>

                                                       Fixed and floating charge

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI COMMUNICATIONS     )
INTERNATIONAL HOLDINGS     )
LIMITED                    )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI COMMUNICATIONS     )
INTERNATIONAL              )
INVESTMENTS LIMITED        )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

                                                                         PAGE 55

<PAGE>

                                                       Fixed and floating charge

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI COMMUNICATIONS     )
INTERNATIONAL LIMITED      )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI COMMUNICATIONS     )
INVESTMENTS LIMITED        )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

                                                                         PAGE 56

<PAGE>

                                                       Fixed and floating charge

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI COMMUNICATIONS     )
LIMITED                    )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI CORPORATION PLC    )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

                                                                         PAGE 57

<PAGE>

                                                       Fixed and floating charge

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI OPTICAL            )
COMPONENTS LIMITED         )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MARCONI UK INTELLECTUAL    )
PROPERTY LIMITED           )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

                                                                         PAGE 58

<PAGE>

                                                       Fixed and floating charge

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
METAPATH SOFTWARE          )
INTERNATIONAL LIMITED      )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

EXECUTED as a DEED         )
by M. Skelly               )
acting as attorney-in-fact ) M. SKELLY
for and on behalf of       )
MOBILE SYSTEMS             )
INTERNATIONAL              )
HOLDINGS LIMITED           )
in the presence of:        )

Signature of witness: S.J. KNIGHT

Name of witness:      S.J. KNIGHT

Address:              Allen & Overy, One New Change

                      London, EC4M 9QQ

Occupation:           Trainee Solicitor

                                                                         PAGE 59

<PAGE>

                                                       Fixed and floating charge

THE SECURITY TRUSTEE

THE LAW DEBENTURE TRUST CORPORATION p.l.c.

By:           R D RANCE

Address:      The Law Debenture Trust Corporation p.l.c.
              Fifth Floor, 100 Wood Street, London EC2V 7EX

Fax:

Attention:    Manager, Trust Administrator

Witnessed by: J BLAKE

                                                                         PAGE 60