<PAGE>

                                                                    EXHIBIT 4.43

                                                                  CONFORMED COPY

                                 SHARE MORTGAGE

                    ASSOCIATED ELECTRICAL INDUSTRIES LIMITED

                                      and

                   THE LAW DEBENTURE TRUST CORPORATION p.l.c.

                                [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 Officers JAKARTA KUALA LUMPUR

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

                                Reference AT:36E

<PAGE>

                                                                  Share mortgage

TABLE OF CONTENTS

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

         1.1      Definitions                                                                        1
         1.2      Interpretation                                                                     4
         1.3      Incorporated definitions                                                           6
         1.4      Business Day                                                                       6
         1.5      Security Trustee                                                                   6
         1.6      Security Trust and Intercreditor Deed                                              6
         1.7      Conflict                                                                           6

2        MORTGAGE                                                                                    7

         2.1      Mortgage                                                                           7
         2.2      Priority                                                                           7
         2.3      Prospective liability                                                              7
         2.4      Limit                                                                              7

3        REPRESENTATIONS AND WARRANTIES                                                              7

4        UNDERTAKINGS OF THE MORTGAGOR                                                               8

         4.1      Performance under the Relevant Documents                                           8
         4.2      Dividends and voting                                                               8
         4.3      Other Additional Rights                                                            9
         4.4      Notices to the Security Trustee                                                    9
         4.5      Negative pledge                                                                   10
         4.6      Further security                                                                  10
         4.7      Title Documents                                                                   10
         4.8      Registration and protection of security                                           11
         4.9      Proxies and authorised representatives                                            11
         4.10     Title Documents for Mortgaged Property                                            11
         4.11     Term of undertakings                                                              12
         4.12     Interest on demands                                                               12

5        ENFORCEMENT                                                                                12

         5.1      When enforceable                                                                  12
         5.2      Assistance in realisation                                                         12

6        RECEIVER                                                                                   13

         6.1      Appointment of Receiver                                                           13
         6.2      Agency of Receiver                                                                13
         6.3      Powers of Receiver                                                                13
         6.4      Nature of Receiver's Powers                                                       15
         6.5      Status of Receiver after commencement of winding up                               15
         6.6      Powers exercisable by the Security Trustee                                        15
         6.7      Set-off                                                                           16
         6.8      Notice of exercise of rights                                                      16
         6.9      Termination of receivership and possession                                        16
</TABLE>

                                                                          PAGE 1

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                                                                  Share mortgage

<TABLE>
<CAPTION>
Clause                                                                                             Page
<S>                                                                                                <C>
7        APPLICATION AND RECEIPTS OF MONEY                                                          16

         7.1      Order of application                                                              16
         7.2      Money actually received                                                           16
         7.3      Notice of a subsequent Encumbrance                                                17
         7.4      Security Trustee's receipts                                                       17
         7.5      Conversion of currencies on application                                           17
         7.6      Amounts payable on demand                                                         18

8        POWER OF ATTORNEY                                                                          18

         8.1      Appointment of Attorney                                                           18
         8.2      Delegation and substitution                                                       18
         8.3      Ratification                                                                      18
         8.4      Indemnity                                                                         18

9        PROTECTION                                                                                 19

         9.1      Protection of third parties                                                       19
         9.2      Protection of the Security Trustee, Receiver and Attorney                         19

10       TAX, COSTS, EXPENSES, INDEMNITY AND RELEASE                                                19

         10.1     Tax                                                                               19
         10.2     GST                                                                               20
         10.3     Expenses                                                                          20
         10.4     Currency indemnity                                                                21
         10.5     Gross up                                                                          21
         10.6     Release of security                                                               21

11       SAVING PROVISIONS                                                                          21

         11.1     Statutory powers                                                                  21
         11.2     Continuing security                                                               22
         11.3     No merger of security                                                             22
         11.4     Exclusion of moratorium                                                           22
         11.5     Conflict                                                                          22
         11.6     Consent of Security Trustee                                                       22
         11.7     Delegation                                                                        23
         11.8     Completion of blank securities                                                    23
         11.9     Principal obligations                                                             23
         11.10    No obligation to marshal                                                          23
         11.11    Non-avoidance                                                                     23
         11.12    Increase in financial accommodation                                               24

12       THIRD PARTY PROVISIONS                                                                     24

         12.1     Independent obligations                                                           24
         12.2     Unconditional nature of obligations                                               24
         12.3     No competition                                                                    26

13       GENERAL                                                                                    27

         13.1     Confidential information                                                          27
</TABLE>

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                                                                  Share mortgage

<TABLE>
<CAPTION>
Clause                                                                                             Page
<S>                                                                                                <C>
         13.2     Performance by Security Trustee of the Mortgagor's obligations                    27
         13.3     Mortgagor to bear cost                                                            27
         13.4     Notices                                                                           27
         13.5     Governing law and jurisdiction                                                    27
         13.6     Prohibition and enforceability                                                    27
         13.7     Waivers                                                                           28
         13.8     Variation                                                                         28
         13.9     Cumulative rights                                                                 28
         13.10    Assignment                                                                        28
         13.11    Attorneys                                                                         29
         13.12    Counterparts                                                                      29
</TABLE>

                                                                          PAGE 3

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                                                                  Share mortgage

THIS SHARE MORTGAGE

                  is made on 19 May 2003 between the following parties:

                  1.       ASSOCIATED ELECTRICAL INDUSTRIES LIMITED
                           COMPANY NUMBER: 0062919

                           of New Century Park, PO Box 53, Coventry CV 3 IJH,
                           England
                           (MORTGAGOR)

                  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.       The Mortgagor is or will be the legal and beneficial
                           owner of the Mortgaged Property.

                  B.       The Mortgagor has agreed to mortgage the Mortgaged
                           Property to secure the payment 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:

                  AUD$ means the lawful currency of Australia;

                  ADDITIONAL RIGHTS means all present and future rights and
                  property interests attaching to or arising out of or otherwise
                  in respect of the holding of an interest in:

                  (a)      the Shares;

                  (b)      any Distributions paid or payable, any bonus shares
                           or other Marketable Securities issued, and any rights
                           to take up Marketable Securities, in respect of the
                           Shares;

                  (c)      any proceeds of, or from the disposal of, any Shares;

                  (d)      any Marketable Security resulting from the
                           conversion, consolidation or subdivision of any
                           Share; and

                  (e)      any in specie distribution in respect of any Shares;

                  ATTORNEY means an attorney appointed under this deed;

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                                                                  Share mortgage

                  BUSINESS DAY means:

                  (a)      for the purposes of clause 13.4, 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;

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

                  COMPANY means Marconi Australia Holdings Pty Limited ABN 28
                  004 344 272;

                  CORPORATIONS ACT means the Corporations Act 2001;

                  DEBTOR means Marconi Corporation plc (registered in England
                  and Wales with company number 0067307);

                  DISTRIBUTION means any money owing now or in the future in
                  respect of the Mortgaged Property and includes, but is not
                  limited to, a cash dividend or other monetary distribution;

                  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
                           Marketable 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,

                  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;

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                                                                  Share mortgage

                  MARKETABLE SECURITIES has the following meaning:

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

                  (b)      any unit (whatever called) in a trust estate which
                           represents a legal or beneficial interest in any of
                           the income or assets of a trust estate and includes,
                           but is not limited to, any option to acquire any unit
                           as described in this paragraph (b);

                  (c)      any option or right in respect of an unissued share;

                  (d)      any convertible note; and

                  (e)      any instrument or security which is a combination of
                           any of the above;

                  MORTGAGE means the security created by this deed;

                  MORTGAGED PROPERTY means all of the Mortgagor's present and
                  future interest in:

                  (a)      the Shares; and

                  (b)      the Additional Rights;

                  OFFICER means:

                  (a)      in relation to the Mortgagor, a director or a
                           secretary of the Mortgagor;

                  (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;

                  PAYMENT CURRENCY means the currency in which any payment is
                  actually made;

                  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;

                  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 all present and future indebtedness,
                  liabilities and obligations (for the avoidance of doubt,
                  including any liabilities and obligations which have been
                  cash-collateralised by the Mortgagor) at any time of the
                  Mortgagor 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 the
                           Mortgagor of a payment or discharge,
                           non-allowability, on the grounds of preference,

                                                                          PAGE 3

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                                                                  Share mortgage

                  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, the Security Trustee and the
                  Mortgagor;

                  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 any shares in the Company;

                  SUBSIDIARY in relation to a corporation means:

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

                  (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 or entity that is at any time
                           after the date of this deed a subsidiary under
                           paragraphs (a) or (b) of this definition but ceases
                           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;

                  TITLE DOCUMENT means any original, duplicate or counterpart
                  certificate or document evidencing title or ownership of an
                  asset including any contract note, entitlement notice, marked
                  transfer or 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:

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                                                                  Share mortgage

                  (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;

                  (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)      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;

                  (k)      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;

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

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

                  (n)      a reference to liquidation includes official
                           management, appointment of an administrator,
                           compromise, arrangement, merger, amalgamation,
                           reconstruction, winding-up, dissolution, 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;

                  (o)      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,

                                                                          PAGE 5

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                                                                  Share mortgage

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

                  (p)      "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
                           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(p), 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 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 Mortgagor acknowledges and agrees 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

                  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.

         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.

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                                                                  Share mortgage

2        MORTGAGE

         2.1      MORTGAGE

                  The Mortgagor as beneficial owner mortgages and assigns the
                  Mortgaged 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 Mortgage take priority over all
                  other Encumbrances of the Mortgagor.

         2.3      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 AUD$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 Mortgagor specifying an increase in
                           the maximum amount of the prospective liability
                           referred to in clause 2.3(a) and from the date of
                           lodgement the amount specified in clause 2.3(a) is to
                           be regarded as varied to the amount specified in that
                           notice.

                  (c)      Neither clause 2.3(a) nor clause 2.3(b) in any way
                           affects or limits the actual amount of Secured
                           Obligations which may in fact be secured by the
                           Mortgage.

                  (d)      Clauses 2.3(a), (b) and (c) are to be construed
                           independently of each other.

         2.4      LIMIT

                  (a)      Despite any other provision in this deed other than
                           clause 2.4(b) and despite the fact that this Mortgage
                           is security for the whole of the Secured Obligations,
                           the amount ultimately recoverable by the Security
                           Trustee under this deed is limited to AUD$45,667,000.

                  (b)      Despite clause 2.4(a), the Security Trustee may at
                           any time by written notice to the Mortgagor increase
                           the amount to such an amount specified in that notice
                           as to reflect the value of the assets of the
                           Mortgagor or as agreed between the Security Trustee
                           and the Mortgagor.

                  (c)      Upon the giving of a notice by the Security Trustee
                           under clause 2.4(b), and as often as that occurs, the
                           amount set out in clause 2.4(a) is increased to the
                           amount specified in that notice.

                  (d)      Nothing in this clause 2.4 restricts or limits any
                           Power or the exercise of any Power.

3        REPRESENTATIONS AND WARRANTIES

                  (a)      The Mortgagor represents and warrants to the Security
                           Trustee that:

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                                                                  Share mortgage

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

                           (2)      the Shares are fully paid up.

                  (b)      The Mortgagor 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.

                  (c)      The Mortgagor undertakes to immediately notify the
                           Security Trustee if it becomes a "foreign company" as
                           referred to in clause 3(b) 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        UNDERTAKINGS OF THE MORTGAGOR

         4.1      PERFORMANCE UNDER THE RELEVANT DOCUMENTS

                  (a)      The Mortgagor must fully and punctually perform its
                           obligations under the Relevant Documents.

                  (b)      The Mortgagor 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 the Mortgagor shall pay to
                           the Security Trustee when due and payable every sum
                           at any time owing, due or incurred by the Mortgagor
                           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 Mortgage nor any
                           other provision of this Mortgage shall extend to or
                           include any liability or sum which would, but for
                           this proviso, cause such covenant, security, or
                           provisions to be unlawful or prohibited by any
                           applicable law (including, for the avoidance of
                           doubt, Section 151 of the Companies Act 1985 (UK)).

         4.2      DIVIDENDS AND VOTING

                  (a)      Prior to the occurrence of an Enforcement Event any
                           time when no Enforcement Event is continuing:

                           (1)      the Mortgagor may receive all Distributions
                                    in respect of the Mortgaged Property; and

                           (2)      the Mortgagor may exercise all voting powers
                                    in respect of the Mortgaged Property
                                    provided that it complies with clause
                                    4.2(b),

                           without the need for any consent or direction from
                           the Security Trustee.

                  (b)      The Mortgagor must not exercise any voting powers in
                           respect of the Mortgaged Property under clause
                           4.2(a)(2) 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)      Upon the occurrence of an Enforcement Event and at
                           any time thereafter while such Enforcement Event is
                           continuing, the rights of the Mortgagor

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                                                                  Share mortgage

                           under clause 4.2(a) immediately cease and the
                           Security Trustee, Receiver or Attorney is entitled to
                           (in the name of the Mortgagor or otherwise and
                           without any further consent or authority from the
                           Mortgagor):

                           (1)      receive all Distributions;

                           (2)      exercise (or refrain from exercising) all
                                    voting powers in respect of the Mortgaged
                                    Property to the exclusion of the Mortgagor;

                           (3)      apply all Distributions in accordance with
                                    clause 7.1;

                           (4)      transfer any of the Mortgaged Property into
                                    the name of such nominee(s) of the Security
                                    Trustee as it shall require; and

                           (5)      exercise (or refrain from exercising) the
                                    powers and rights conferred on or
                                    exercisable by the legal or beneficial owner
                                    of any of the Mortgaged Property, including
                                    the right, in relation to any company whose
                                    shares or other securities are included in
                                    the Mortgaged 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 Mortgaged Property.

         4.3      OTHER ADDITIONAL RIGHTS

                  (a)      Upon acquisition of any Additional Rights, the
                           Mortgagor must comply with clause 4.7 in respect of
                           the Title Documents to those Additional Rights.

                  (b)      The Mortgagor must promptly notify the Security
                           Trustee after the Mortgagor becomes aware of any
                           entitlement to any Additional Rights.

         4.4      NOTICES TO THE SECURITY TRUSTEE

                  The Mortgagor must promptly give notice to the Security
                  Trustee of any of the following:

                  (a)      any proposal of, or notification being given to, the
                           Mortgagor by any Government Agency requiring the
                           divestiture of any of the Mortgaged Property; and

                  (b)      the acquisition of any Additional Rights or the right
                           to acquire any Additional Rights.

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         4.5      NEGATIVE PLEDGE

                  The Mortgagor must not, except as not expressly prohibited
                  under the terms of the Indentures:

                  (a)      deal with, sell or otherwise part with possession of;

                  (b)      create, permit, suffer to exist, or agree to, any
                           interest or Encumbrance, other than an Encumbrance in
                           favour of the Security Trustee over;

                  (c)      attempt to do anything listed in clause 4.5(a) and
                           (b) in respect of,

                  any of the Mortgaged Property without the prior written
                  consent of the Security Trustee.

         4.6      FURTHER SECURITY

                  (a)      The Mortgagor 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 Mortgaged
                                    Property (which may include the execution by
                                    the Mortgagor of a mortgage, charge or
                                    assignment over all or any of the assets
                                    constituting, or intended to constitute,
                                    Mortgaged Property subject to this deed) or
                                    for the exercise of any Powers of the
                                    Security Trustee; and/or

                           (2)      to facilitate the realisation of the
                                    Mortgaged Property,

                           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)) or the execution and delivery of blank
                           transfers.

                  (b)      Without limiting clause 4.6(a), the Mortgagor must,
                           at the request of the Security Trustee, execute a
                           legal mortgage over any of the Mortgaged Property.

                  (c)      Any mortgage executed under clause 4.6(b) must be:

                           (1)      in favour of the Security Trustee; and

                           (2)      in the form and substance 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.

                  (d)      If so requested by the Security Trustee the Mortgagor
                           shall take all such action as is 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 Mortgage
                           or any Collateral Security.

         4.7      TITLE DOCUMENTS

                  (a)      The Mortgagor must deposit with the Security Trustee,
                           or as the Security Trustee directs, all the Title
                           Documents in respect of any of the Mortgaged
                           Property:

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

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                           (2)      within 10 Business Days of the acquisition
                                    of any asset which forms part of the
                                    Mortgaged Property.

                  (b)      Subject to clause 4.7(c), the Security Trustee or its
                           nominee may retain the Title Documents until this
                           Mortgage is discharged in accordance with the
                           Relevant Documents.

                  (c)      If the Mortgage 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 Mortgaged 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
                                    Mortgaged Property to which it relates.

         4.8      REGISTRATION AND PROTECTION OF SECURITY

                  (a)      The Mortgagor 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 Mortgaged 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 Mortgagor 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 Mortgaged Property is removed from that
                                    place.

         4.9      PROXIES AND AUTHORISED REPRESENTATIVES

                  The Mortgagor must ensure that any proxy, authorised
                  representative or attorney complies with the Relevant
                  Documents.

         4.10     TITLE DOCUMENTS FOR MORTGAGED PROPERTY

                  (a)      While Title Documents for Mortgaged Property are, or
                           in accordance with this deed, should be lodged with
                           the Security Trustee (or as the Security Trustee
                           shall direct), the Mortgagor must not elect to
                           convert evidence of the Mortgaged Property from
                           certificates to an uncertificated mode for the
                           purposes of any automated transfer system operated by
                           the Australian Stock Exchange Limited.

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                  (b)      If the Mortgagor makes any election referred to in
                           clause 4.10(a), the Security Trustee may treat it as
                           having no effect.

         4.11     TERM OF UNDERTAKINGS

                  Each of the Mortgagor's undertakings in this clause 4
                  continues in full force and effect from the date of this deed
                  until the Mortgage is discharged in accordance with the
                  Relevant Documents.

         4.12     INTEREST ON DEMANDS

                  If the Mortgagor fails to pay any sum on the due date for
                  payment of that sum the Mortgagor shall pay interest on any
                  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.

5        ENFORCEMENT

         5.1      WHEN ENFORCEABLE

                  (a)      At any time after the occurrence of an Enforcement
                           Event and the Security Trustee (acting on
                           instructions received pursuant to the terms of the
                           Security Trust and Intercreditor Deed) giving notice
                           to the Mortgagor with a copy to the Debtor thereof,
                           the Mortgage and each Collateral Security are
                           immediately enforceable without the need for any
                           other demand or notice to be given to the Mortgagor
                           or any other person.

                  (b)      Upon the occurrence of an Enforcement Event, the
                           Secured Obligations owing by the Mortgagor to the
                           Security Trustee under this Mortgage and each
                           Collateral Security are immediately due and payable
                           by the Mortgagor without the need for any demand or
                           notice to be given to the Mortgagor or any other
                           person and the Security Trustee may, in its absolute
                           discretion, enforce all or any part of this Mortgage
                           and any Collateral Security (at the time, 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 Mortgage or
                           any Collateral Security.

         5.2      ASSISTANCE IN REALISATION

                  After the Mortgage has become enforceable the Mortgagor must
                  take all action required by the Security Trustee, Receiver,
                  any Delegate or Attorney to assist any of them in the
                  realisation of the Mortgaged Property and the exercise of any
                  Power including, but not limited to:

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

                  (b)      performing or causing the performance of all things
                           necessary or desirable under the law in force in any
                           place where the Mortgaged Property is situated to
                           assist the Security Trustee, Receiver, Delegate or
                           Attorney in the manner described above;

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

6        RECEIVER

         6.1      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 the Mortgagor or if the
                  Mortgagor or any other person gives written notice of its
                  intention to appoint an administrator to the Mortgagor or if
                  requested to do so by the Mortgagor, the Security Trustee may
                  by deed or otherwise (acting through an authorised officer of
                  the Security Trustee) (without prior notice to the Mortgagor):

                  (a)      appoint any person or any two or more persons
                           jointly, or severally, or jointly and severally to be
                           a Receiver of the Mortgaged 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 Mortgaged Property.

         6.2      AGENCY OF RECEIVER

                  (a)      Subject to clauses 6.5 and 1.5, every Receiver is the
                           agent of the Mortgagor.

                  (b)      The Mortgagor is responsible for the acts, defaults
                           and remuneration of the Receiver.

         6.3      POWERS OF RECEIVER

                  Subject to any express exclusion by the terms of the
                  Receiver's appointment, the 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
                  Mortgaged Property or any part of it:

                  (a)      MANAGE OR CONTROL: to manage, take possession of
                           Title Documents or assume control of any of the
                           Mortgaged Property;

                  (b)      SALE: to sell or concur in selling any of the
                           Mortgaged 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

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                           (5)      in one lot or in separate parcels,

                           and to complete a share transfer in favour of the
                           Security Trustee, or any other person designated by
                           the Security Trustee;

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

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

                  (e)      BORROWINGS AND SECURITY:

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

                           (2)      to secure money raised or borrowed under
                                    clause 6.3(e)(1) by an Encumbrance over any
                                    of the Mortgaged Property, ranking in
                                    priority to, equal with, or after, the
                                    Mortgage or any Collateral Security;

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

                  (g)      SURRENDER MORTGAGED PROPERTY: to surrender or
                           transfer any of the Mortgaged Property to any person;

                  (h)      EXCHANGE MORTGAGED PROPERTY: to exchange with any
                           person any of the Mortgaged Property for any other
                           property whether of equal value or not;

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

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

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

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

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

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

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

                  (n)      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;

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                  (o)      EXECUTE DOCUMENTS: to enter into and execute any
                           document or agreement in the name of the Receiver or
                           the name or on behalf of the Mortgagor for any of the
                           purposes of this deed;

                  (p)      RIGHTS: to exercise any right, power, authority,
                           discretion or remedy in respect of the Mortgaged
                           Property including, but not limited to:

                           (1)      any voting right or power;

                           (2)      the acceptance of any rights issue;

                           (3)      proving in any liquidation, scheme of
                                    arrangement or other composition for or
                                    arrangement with a member or any secured or
                                    unsecured creditor and whether or not under
                                    an order of the court;

                           (4)      consenting on behalf of the Mortgagor in
                                    respect of the proof referred to in clause
                                    6.3(p)(3); and

                           (5)      receiving all Distributions;

                  (q)      ABILITY OF MORTGAGOR: to do anything the Mortgagor
                           could do in respect of the Mortgaged Property; and

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

         6.4      NATURE OF RECEIVER'S POWERS

                  The Powers of the Receiver are to be construed independently
                  and none limits the generality of any other. Any dealing under
                  any Power of the Receiver will be on the terms and conditions
                  the Receiver thinks fit.

         6.5      STATUS OF RECEIVER AFTER COMMENCEMENT OF WINDING UP

                  (a)      The power to appoint a Receiver under clause 6.1 may
                           be exercised even if at the time an Enforcement Event
                           occurs or, at the time when a Receiver is appointed,
                           an order has been made or a resolution has been
                           passed for the winding-up of the Mortgagor.

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

                           (1)      appointed in the circumstances described in
                                    clause 6.5(a); or

                           (2)      appointed at any other time,

                           ceases to be the agent of the Mortgagor upon or by
                           virtue of, or as a result of, an order being made or
                           a resolution being passed for the winding-up of the
                           Mortgagor, 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.

         6.6      POWERS EXERCISABLE BY THE SECURITY TRUSTEE

                  (a)      Whether or not a Receiver may be appointed under
                           clause 6.1, the Security Trustee may, on or after the
                           occurrence of an Enforcement Event and

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                           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

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

         6.7      SET-OFF

                  The Mortgagor 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 the Mortgagor.

         6.8      NOTICE OF EXERCISE OF RIGHTS

                  The Security Trustee, Receiver or Attorney is not required:

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

                  (b)      to enforce payment of any money payable to the
                           Mortgagor 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 the Mortgagor to any
                           exercise of a Power.

         6.9      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 Mortgaged Property, without incurring any
                  liability to the Mortgagor.

7        APPLICATION AND RECEIPTS OF MONEY

         7.1      ORDER OF APPLICATION

                  At any time after this Mortgage 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.

         7.2      MONEY ACTUALLY RECEIVED

                  In applying any money towards satisfaction of the Secured
                  Obligations the Mortgagor 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

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                  the Security Trustee, Delegate, Receiver or Attorney. The
                  credit dates from the time of receipt.

         7.3      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
                                    Mortgagor in its books; or

                           (2)      is regarded as having opened a new account
                                    in the name of the Mortgagor 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 Mortgagor to the
                                    Security Trustee; and

                           (2)      all financial accommodation and advances to
                                    the Mortgagor,

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

                  (c)      The payments by the Mortgagor under clause 7.3(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 reduction of the Secured
                                    Obligations which have not been debited or
                                    regarded as debited to the new account.

         7.4      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.

         7.5      CONVERSION OF CURRENCIES ON APPLICATION

                  In making an application under clause 7.1, the Security
                  Trustee, Delegate, Receiver or Attorney may itself or through
                  its bankers purchase one currency with another, whether or not
                  through an intermediate currency, whether spot or forward, in
                  the manner and amounts and at the times it thinks fit.

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         7.6      AMOUNTS PAYABLE ON DEMAND

                  If any Secured Obligations is not expressed in a Relevant
                  Document or elsewhere to be payable on a specified date, that
                  amount is payable by the Mortgagor on demand by the Security
                  Trustee.

8        POWER OF ATTORNEY

         8.1      APPOINTMENT OF ATTORNEY

                  In consideration of the Security Trustee entering into the
                  Relevant Documents, the Mortgagor irrevocably appoints the
                  Security Trustee, each Delegate, each Receiver and each
                  Officer of the Security Trustee and the Delegates 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 impose on the Mortgagor
                           by this deed (including the execution and delivery of
                           any notices, deeds, charges, assignments or other
                           security and any transfers of the Mortgaged
                           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 Mortgaged
                           Property).

         8.2      DELEGATION AND SUBSTITUTION

                  The Attorney may, at any time, for any of the purposes in
                  clause 8.1, appoint or remove any substitute or delegate or
                  sub-attorney.

         8.3      RATIFICATION

                  The Mortgagor 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.

         8.4      INDEMNITY

                  The Mortgagor 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 costs, claim or liability arises as a
                  result of the negligence or wilful misconduct of the Attorney.

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9        PROTECTION

         9.1      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 Mortgage has become
                                             enforceable;

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

                                    (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 the Mortgagor and this deed, and is
                           valid.

         9.2      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 the
                                    Mortgagor, the Receiver, any Delegate or
                                    Attorney.

                  (b)      Clause 9.2(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.

10       TAX, COSTS, EXPENSES, INDEMNITY AND RELEASE

         10.1     TAX

                  The Mortgagor 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 the
                  Mortgage or any Collateral Security, any amendment thereto,
                  any transfer and/or assignment of the rights and/or
                  obligations under the same or the

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                  Encumbrance created or intended to be created in respect of
                  the Mortgaged 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 the Mortgagor or any delay by the Mortgagor
                  in paying any such Taxes or fees.

         10.2     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
                           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 either party is entitled under this deed to be
                           reimbursed or indemnified by the other party 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.

         10.3     EXPENSES

                  The Mortgagor 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) 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 10.3, such costs and expenses
                  must be properly incurred) in connection with:

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

                  (d)      the foreclosure of any Mortgaged Property; and

                  (e)      the preservation and/or enforcement of the
                           Encumbrance created or intended to be created in
                           respect of the Mortgaged 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 4.12.

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         10.4     CURRENCY INDEMNITY

                  If any sum (a "SUM") owing by the Mortgagor 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 the
                           Mortgagor;

                  (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,

                  the Mortgagor 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.

         10.5     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 the Mortgagor is
                  required to make such payment subject to the deduction or
                  withholding of Tax, in which case the sum payable by the
                  Mortgagor 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.

         10.6     RELEASE OF SECURITY

                  The Security Trustee shall, at the cost of the Mortgagor,
                  release and cancel the security constituted by 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.

11       SAVING PROVISIONS

         11.1     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.

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         11.2     CONTINUING SECURITY

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

         11.3     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 the Mortgagor 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.

         11.4     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
                           the Mortgagor 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 the
                  Mortgagor by or under that legislation is also negatived and
                  excluded.

         11.5     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.

         11.6     CONSENT OF SECURITY TRUSTEE

                  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.

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

         11.8     COMPLETION OF BLANK SECURITIES

                  At any time after the Mortgage 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
                  the Mortgagor and deposited with the Security Trustee as
                  security under this deed or any Collateral Security.

         11.9     PRINCIPAL OBLIGATIONS

                  The Mortgage 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.

         11.10    NO OBLIGATION TO MARSHAL

                  The Security Trustee is not required, before it enforces the
                  Mortgage, 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.

         11.11    NON-AVOIDANCE

                  If any payment by the Mortgagor 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
                  the Mortgagor 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,

                  the Mortgagor:

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

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

         11.12    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.

12       THIRD PARTY PROVISIONS

         12.1     INDEPENDENT OBLIGATIONS

                  This deed is enforceable against the Mortgagor:

                  (a)      without first enforcing any Collateral Security;

                  (b)      whether or not the Security Trustee has:

                           (1)      made demand upon any Obligor other than the
                                    Mortgagor;

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

                           (3)      taken any other steps against any Obligor
                                    (other than the Mortgagor) or any other
                                    person;

                  (c)      whether or not any Secured Obligations are due; and

                  (d)      despite the occurrence of any event described in
                           clause 12.2.

         12.2     UNCONDITIONAL NATURE OF OBLIGATIONS

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

                  (b)      The Mortgage and the obligations of the Mortgagor
                           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;

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                           (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;

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                                    (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;

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

                  (c)      Clauses 12.2(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 12.2(b); or

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

         12.3     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
                           the Mortgage has been finally discharged in
                           accordance with the terms of the Security Trust and
                           Intercreditor Deed, the Mortgagor is not 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 12.3(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 the
                                    Mortgagor from any Obligor;

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

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                           (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 Mortgagor
                           must prove in any liquidation of a Obligor for all
                           moneys owed to the Mortgagor.

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

                  (d)      The Mortgagor must not do or seek, attempt or purport
                           to do anything referred to in clause 12.3(a).

13       GENERAL

         13.1     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, the Mortgagor, the Mortgaged Property or
                  the Mortgagor'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 the Mortgagor.

         13.2     PERFORMANCE BY SECURITY TRUSTEE OF THE MORTGAGOR'S OBLIGATIONS

                  If the Mortgagor 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.

         13.3     MORTGAGOR TO BEAR COST

                  Any thing which must be done by the Mortgagor 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 the Mortgagor.

         13.4     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.

         13.5     GOVERNING LAW AND JURISDICTION

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

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

         13.6     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.

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                  (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.

         13.7     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.

         13.8     VARIATION

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

         13.9     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.

         13.10    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 the
                           Mortgagor, 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 the Mortgagor and this deed as the
                           Security Trustee considers appropriate to any actual
                           or proposed direct or indirect successor or to any
                           person to whom information may be required to be
                           disclosed by any applicable law.

                  (b)      The Mortgagor must not assign any of its rights under
                           this deed or any Collateral Security without the
                           prior written consent of the Security Trustee.

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         13.11    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.

         13.12    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 into this deed by signing any such
                  counterpart.

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EXECUTED as a DEED         )
by M. SKELLY               ) M. SKELLY
acting as attorney-in-fact )
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

SIGNED SEALED AND DELIVERED for
THE LAW DEBENTURE TRUST CORPORATION p.l.c. by:
:

JULIAN MASON-JEBB                            R.D. RANCE
Director                                     Director

JULIAN MASON-JEBB                            R.D. RANCE
Name (please print)                          Name (please print)

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