TABLED AT THE MEETING OF SHAREHOLDERS ON 25TH NOVEMBER 2002 AND SIGNED BY THE
CHAIRMAN AS BEING THE ADOPTED CONSTITUTION OF THE COMPANY.



--------------------

CHAIRMAN.




                                 CONSTITUTION OF

                            PROGEN INDUSTRIES LIMITED

                                 ACN 010 975 612



                           A COMPANY LIMITED BY SHARES

                         (ADOPTED BY SPECIAL RESOLUTION
                             ON 25TH  NOVEMBER 2002)




CORNWALL  STODART
Level  10
114  William  Street
DX  636
MELBOURNE  VIC  3000
Telephone:  [03]  9608  2000
Facsimile:  [03]  9608  2222
Reference:


<PAGE>
                              CORPORATIONS ACT 2001

                                  CONSTITUTION

                                       OF

                            PROGEN INUSTRIES LIMITED

                                 ACN 010 975 612

                           A Company Limited by Shares

1    PRELIMINARY

     1.1  DEFINITIONS

          Unless the contrary intention appears:

          "ALTERNATE DIRECTOR" means a person appointed as an alternate director
          under  Rule  12.4;

          "AUDITOR"  means  the  auditor  or  auditors for the time being of the
          Company;

          "BUSINESS DAY" has the meaning given in the Listing Rules;

          "CHESS"  means  the  Cleaning  House  Electronic  Subregister  System
          operated  in  accordance  with  the  SCH  Business  Rules;

          "CHESS APPROVED" has the meaning given in the SCH Business Rules;

          "CHESS SUB-REGISTER" has the meaning given in the SCH Business Rules;

          "COMPANY" means Progen Industries Limited ACN 010 975 612;

          "CONSTITUTION"  means  this Constitution as amended from time to time,
          and  a  reference  to  a  particular rule has a corresponding meaning;

          "CORPORATIONS ACT" means the Corporations Act 2001;

          "DIRECTOR"  means  a  director  for  the time being of the Company and
          where  appropriate  includes  an  Alternate  Director;

          "DISPOSE"  has, for the purposes of Rule 5.1, the meaning given in the
          Listing  Rules;

          "ESCROW PERIOD" has the meaning given in the Listing Rules;

          "EXCHANGE" means Australian Stock Exchange Limited ACN 008 624 691;

          "EXECUTIVE  DIRECTOR"  means  a person appointed as executive director
          under  Rule;

          "GENERAL MEETING" includes an annual general meeting;

          "HOLDING LOCK" has the meaning given in Chapter 21 of the SCH Business
          Rules;


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<PAGE>
          "ISSUER  SPONSORED  SUBREGISTER"  has the meaning given in the Listing
          Rules;

          "LISTED" means, at the relevant time, admitted to the Official List of
          the  Exchange;

          "LISTING  RULES"  means the Official Listing Rules of the Exchange and
          any  other  rules  of  the  Exchange  which  are  applicable while the
          Company's  Shares are listed, each as amended or replaced from time to
          time,  except  to  the  extent  of  any  express written waiver by the
          Exchange;

          "MANAGING  DIRECTOR"  means  a person appointed as a managing director
          under  Rule  12.12;

          "MARKETABLE PARCEL" has the meaning given in the Listing Rules;

          "MEMBER"  means  a  person  whose name is entered in the Register as a
          member  of  the  Company;

          "PERSON"  includes  a  firm,  a  body  corporate,  an  unincorporated
          association  or  an  authority;

          "PROPER  SCH  TRANSFER"  has the meaning given in the Corporations Act
          2001;

          "REGISTER"  means  the  register  of members of the Company to be kept
          under  the  Corporations  Act  2001  and:

          1.1.1     if appropriate, includes a branch register;  and

          1.1.2     respect of any CHESS Approved securities, includes the CHESS
                    Sub register for a class of those securities;

          "REGISTERED  OFFICE" means the registered office for the time being of
          the  Company;

          "RELATED  PARTY"  has  the  meaning  given  in  the  Listing  Rules;

          "RESTRICTED  SECURITIES"  has  the meaning given in the Listing Rules;

          "SCH BUSINESS RULES" has the meaning given in the Corporations Act and
          includes  any  amendment  to  those rules and as modified from time to
          time  in  their  application  to  the  Company,

          "SEAL"  means  the  common  seal  of the Company and where appropriate
          includes  an  official  seal  and  a  certificate seal of the Company;

          "SECRETARY"  means a person appointed by the Directors under Rule 13.1
          to  perform  the  duties  of  secretary  of  the  Company;

          "SHARES"  means  shares  issued or, where appropriate, to be issued in
          the  share  capital  of  the  Company;

          "STATE" means the state or territory in which the Company is from time
          to  time  incorporated;

          "WRITING"  includes  printing, typing, and other modes of representing
          or  reproducing  words  in  a  visible  form  and  "written"  has  a
          corresponding  meaning.


                                        3
<PAGE>
     1.2  INTERPRETATION

          In this Constitution:

          1.2.1     words importing any gender include the other genders;

          1.2.2     the singular includes the plural and vice versa; and

          1.2.3     a reference to a statute or code or the Corporations Act (or
                    to  a  provision  of any of them) means the statute, code or
                    the  Corporations  Act  (or  provision  of  any  of them) as
                    modified, amended, replaced or substantially replaced and in
                    operation  for  the  time  being  or  any  statute,  code or
                    provision  enacted (whether by the State or the Commonwealth
                    of  Australia)  in  its place and includes any regulation or
                    rule  for the time being in force under the statute, code or
                    the  Corporations  Act.

          Unless  the  contrary  intention  appears  in  this  Constitution,  an
          expression  has, in a provision of this Constitution that deals with a
          matter dealt with by a particular provision of the Corporations Act or
          the  Listing  Rules,  the  same  meaning  as  in that provision of the
          Corporations  Act  or  the  Listing  Rules,  as  the  case  maybe.

          Headings  are  inserted  for  convenience  and  do  not  affect  the
          interpretation  of  this  Constitution.

          A  reference  in  this  Constitution  to  the  Listing  Rules, the SCH
          Business Rules or the Exchange is to have effect if and only if at the
          relevant  time  the  Company  is  Listed,  and  must  otherwise  be
          disregarded.

     1.3  REPLACEABLE  RULES  NOT  TO  APPLY

          The  replaceable  rules referred to in the Corporations Act are hereby
          excluded  and  do  not  apply  to  the  Company.

     1.4  COMPLIANCE WITH LISTING RULES

          If the Company is Listed, the following Rules apply:

          1.4.1     notwithstanding  anything contained in this Constitution, if
                    the  Listing Rules prohibit an act being done, the act shall
                    not  be  done;

          1.4.2     nothing  contained in this Constitution prevents an act from
                    being  done  that  the  Listing  Rules  require  to be done;

          1.4.3     if  the Listing Rules require an act to be done or not to be
                    done,  authority  is given for that act to be done or not to
                    be  done  (as  the  case  may  be);

          1.4.4     if  the Listing Rules require this Constitution to contain a
                    provision  and  it  does  not contain such a provision, this
                    Constitution  is  deemed  to  contain  that  provision

          1.4.5     if  the  Listing  Rules  require  this  Constitution  not to
                    contain  a  provision and it contains such a provision, this
                    Constitution  is  deemed  not to contain that provision; and


                                        4
<PAGE>
          1.4.6     if  any  provision  of  this  Constitution  is  or  becomes
                    inconsistent  with  the  Listing Rules, this Constitution is
                    deemed  not  to  contain that provision to the extent of the
                    inconsistency.

     1.5  EXERCISING  POWERS

          1.5.1     The Company may in  any  way  the  Corporations Act permits:

               1.5.1.1   exercise  any  power;  or

               1.5.1.2   take  any  action;  or

               1.5.1.3   engage  in  any  conduct  or  procedure,

          which  under  the  Corporations  Act  a  Company limited by shares may
          exercise,  take  or  engage  in.

          1.5.2     Where  this  Constitution  provides  that  a person may do a
                    particular  act or thing and the word "may" is used, the act
                    or  thing  may  be  done  at  the  person's  discretion.

          1.5.3     Where  this  Constitution  confer a power to do a particular
                    act  or  thing,  the power is, unless the contrary intention
                    appears, to be taken as including a power exercisable in the
                    same  way  and  subject  to  the same conditions (if any) to
                    repeal,  rescind,  revoke,  amend or vary that act or thing.

          1.5.4     Where  this  Constitution confers a power to do a particular
                    act  or thing, the power may be exercised from time to time.

          1.5.5     Where  this  Constitution confers a power to do a particular
                    act  or  thing  concerning particular matters, the power is,
                    unless  the  contrary  intention  appears,  to  be  taken to
                    include  a  power to do that act or thing as to only some of
                    those  matters or as to a particular class of those matters,
                    and to make different provision concerning different matters
                    or  different  classes  of  matters.

          1.5.6     Where this Constitution confers a power to make appointments
                    to  an  office  or  position  (except the power to appoint a
                    director  under  Rule  10.3.2),  the  power  is,  unless the
                    contrary  intention appears, to be taken to include a power:

               1.5.6.1   to  appoint  a  person to act in the office or position
                         until  a person is appointed to the office or position;

               1.5.6.2   to  remove  or  suspend  any  person appointed (without
                         prejudice  to  any  rights  or  obligations  under  any
                         contract  between  the  person  and  the  company); and

               1.5.6.3   to  appoint  another person temporarily in the place of
                         any  person removed or suspended or in the place of any
                         sick  or  absent  holder  of  the  office  or position.

          1.5.7     To  the  extent  the  Corporations  Act  permits, where this
                    constitution  gives power to a person to delegate a function
                    or  power:


                                        5
<PAGE>
               1.5.7.1   the  delegation  may  be concurrent with, or (except in
                         the  case of a delegation by the board of Directors) to
                         the  exclusion  of, the performance or exercise of that
                         function  or  power  by  the  person;

               1.5.7.2   the  delegation may be either general or limited in any
                         way  provided  in  the  terms  of  delegation;

               1.5.7.3   the  delegation  need  not be to a specified person but
                         may  be  to any person holding, occupying or performing
                         the  duties  of  a  specified  office  or  position;

               1.5.7.4   the  delegation  may include the power to delegate; and


               1.5.7.5   where  performing  or exercising that function or power
                         depends  on  that  person's opinion, belief or state of
                         mind  about  a  matter,  that  function or power may be
                         performed  or  exercised  by  the  delegate  on  the
                         delegate's  opinion, belief or state of mind about that
                         matter.

2    SHARE  CAPITAL,  RIGHTS  AND  VARIATION

     2.1  RIGHTS  ATTACHING  TO  SHARES

          Subject  to this Constitution, the Listing Rules, the Corporations Act
          and  the  terms  of issue of any existing Share or class of Share, all
          Shares  attract  the  following  rights,  privileges  and  conditions:

          2.1.1     the right to receive notice of and to attend and vote at all
                    general  meetings  of  the  Company  at  one vote per Share;

          2.1.2     the  right  to  receive  dividends;

          2.1.3     in a winding up or a reduction of capital, the right:

               2.1.3.1   to  a  repayment  of  capital  paid  on  the share, and


               2.1.3.2   to  participate  in  the  distribution  of  the surplus
                         assets  (if  any)  of  the  Company.

     2.2  DIRECTORS  TO  ISSUE  SHARES

          2.2.1     The Directors  may,  subject  to  this  Constitution:

               2.2.1.1   allot,  grant  options  for,  or  otherwise  dispose of
                         Shares  in  the  Company;  and

               2.2.1.2   decide:

                         -    the  terms  on  which Shares are issued or options
                              are  granted;  and

                         -    the  rights  and  restrictions  attached  to those
                              Shares  or  options.


                                        6
<PAGE>
          2.2.2     The  Directors may settle the manner in which fractions of a
                    Share,  however  arising,  are  to  be  dealt  with.

          2.2.3     Subject  to  Rule 2.4, the Company may by resolution convert
                    or  reclassify  Shares  from  one  class  to  another.

          2.2.4     Subject to the Listing Rules, the Directors may not, without
                    the prior approval of a resolution of the Company in General
                    Meeting,  allot any Shares to any person where the allotment
                    would have the effect of transferring a controlling interest
                    in  the  Company  except  where:

               2.2.4.1   the allottee is already registered as the holder of the
                         majority  of  the  issued  Shares  in  the  Company;

               2.2.4.2   the  allotment  is for part or all of a shortfall under
                         an  offer  of  shares  to  substantially all members in
                         approximate  proportion  to  their  shareholding;  or

               2.2.4.3   the  allotment  is  made  pursuant  to  the exercise of
                         options or other rights, and the options or rights were
                         issued  pursuant  to  an  offer  to  substantially  all
                         members  in  approximate portion to their shareholding.

          2.2.5     A  Director  or  any  related  party  or  a  person  whose
                    relationship  with  the Company or a related party is in the
                    Exchange's  opinion,  such  that approval as required by the
                    Listing  Rules should be obtained, may not participate in an
                    issue  by  the Company of Shares under Rule 2.2.1 or options
                    or  other  securities  under  Rule  2.2.2  unless  the
                    participation of that person in the issue is permitted under
                    the  Listing  Rules.

     2.3  PREFERENCE  SHARES

          Subject  to the Corporations Act and the Listing Rules the Company may
          issue  preference  shares including preference shares which are, or at
          the  Company's  option  are  liable  to  be  redeemed.

     2.4  VARIATION  OF  RIGHTS

          2.4.1     If  at  any time the share capital of the Company is divided
                    into different classes of Shares, the rights attached to any
                    class  may  (unless otherwise provided by the terms of issue
                    of  the Shares of that class), whether or not the Company is
                    being  wound  up, be varied or abrogated in any way with the
                    consent  in  writing of the holders of three-quarters of the
                    issued  Shares  of  that  class,  or  with the sanction of a
                    special  resolution  passed  at  a  separate  meeting of the
                    holders  of  the  Shares  of  that  class.

          2.4.2     The  provisions  of  this  Constitution  relating to general
                    meetings apply so far as they are capable of application and
                    with  the necessary changes to every separate meeting of the
                    holders  of  a  class  of  Shares  except  that:

               2.4.2.1   a  quorum  is  constituted by holders of such number of
                         issued  Shares  of  that class, not being less than two
                         persons,  who between them, hold or represent one-third
                         of  the issued Shares of the class present in person or
                         by  proxy,  attorney  or representative appointed under
                         Rule  9.1.2;  and


                                        7
<PAGE>
               2.4.2.2   any holder of Shares of the class, present in person or
                         by  proxy,  attorney  or representative appointed under
                         Rule  9.1.2,  may  demand  a  poll.

          2.4.3     The  rights  conferred  on  the holders of the Shares of any
                    class  are  deemed not to be varied by the creation or issue
                    of  further  Shares ranking equally with the first-mentioned
                    Shares  unless  otherwise:

               2.4.3.1   expressly  provided  by  the  terms  of  issue  of  the
                         first-mentioned  Shares;  or

               2.4.3.2   required  by  the  Corporations  Act.

     2.5  ALTERATION  OF  CAPITAL

          The  Company  may  reduce  its  capital or otherwise alter its capital
          including buying back its Shares in any manner authorised or permitted
          by  the  Corporations  Act  and  the  Listing  Rules.

     2.6  COMMISSION  AND  BROKERAGE

          2.6.1     The  Company  may  pay  brokerage  or commission in a manner
                    permitted  by  the  Corporations  Act and the Listing Rules.

          2.6.2     The  brokerage or commission may be satisfied by the payment
                    of  cash  or  by  the allotment of fully-paid or partly-paid
                    Shares  or other securities or partly by the payment of cash
                    and  partly  by  the  allotment of fully-paid or partly-paid
                    Shares  or  other  securities.

     2.7  RECOGNITION  AND  DISCLOSURE  OF  INTERESTS

          2.7.1     Except  as  required  by  Law,  the  Company is not bound or
                    compelled  in  any  way  to  recognise a person as holding a
                    Share  on  any  trust.

          2.7.2     The  Company  is  not  bound  by  or compelled in any way to
                    recognise  (whether  or not it has notice of the interest or
                    rights  concerned)  any  equitable,  contingent,  future  or
                    partial  interest in any Share or unit of a Share or (except
                    as  otherwise  provided  by this Constitution or by law) any
                    other  right  in respect of a Share except an absolute right
                    of  ownership  in  the  registered  holder  of  the  Share.

     2.8  RIGHT  TO  AND  DELIVERY  OF  SHARE  AND  OPTION  CERTIFICATE

          2.8.1     The  Directors  may  do  anything they consider necessary or
                    desirable  and which is permitted under the Corporations Act
                    and the Listing Rules to facilitate the participation by the
                    Company in any computerised or electronic system established
                    or recognised by the Corporations Act, or the Listing Rules,
                    for  the purpose of facilitating dealings in Shares or other
                    securities  of  the  Company.

          2.8.2     Notwithstanding any other provision of this Constitution, if
                    and  for  so long as dealings in the Shares take place under
                    an  uncertificated  system:


                                        8
<PAGE>
               2.8.2.1   the  Company  need not issue any certificate in respect
                         of Shares held as an uncertificated securities holding;

               2.8.2.2   unless  the Company has elected, in accordance with the
                         Listing  Rules,  that all of the Shares of the relevant
                         class  are  to be in uncertificated form, a Member may,
                         as  permitted  by  the  uncertificated system, elect to
                         have  all or any of the Member's holding converted from
                         certificated to uncertificated form and vice versa; and

               2.8.2.3   the  Register  of  Members  is  to  distinguish between
                         Shares  held in certificated form and Shares held as an
                         uncertificated  securities  holding.

          2.8.3     Where  the  Directors  have  determined  not  to  issue
                    certificates  in  respect  of  Shares,  options  or  other
                    securities,  or  to  cancel  existing certificates, a Member
                    shall  be  entitled  to receive notices or statements of his
                    holding  as  the Company is required to give pursuant to the
                    Corporations  Act,  the  Listing  Rules and the SCH Business
                    Rules.

          2.8.4     Subject to Rules 2.8.1, 2.8.2 and 2.8.3, a person whose name
                    is  entered  as  a  Member  in  the Register or as an option
                    holder  in  the  register  of  options  is  entitled without
                    payment to receive a certificate in respect of the Shares or
                    options  registered  in  the person's name under the Seal in
                    accordance  with  the Corporations Act and the Listing Rules
                    but, in respect of Shares or options held jointly by several
                    persons,  the  Company  is  not bound to issue more than one
                    certificate.

          2.8.5     Delivery  of  a  certificate  for a Share may be affected by
                    delivering  it  personally  to  the  registered holder or by
                    posting it in a prepaid envelope addressed to the registered
                    holder at the address shown in the Register or by delivering
                    or  posting  the  certificate in accordance with the written
                    instructions  of  the  registered  holder.  Delivery  of  a
                    certificate  for  a Share to one of several joint holders is
                    sufficient  delivery  to  all  such  holders.

          2.8.6     Where satisfactory evidence has been received by the Company
                    that  a  certificate for Shares or options previously issued
                    has been stolen, lost or destroyed and has not been pledged,
                    charged,  sold  or  otherwise disposed of and the holder has
                    undertaken  in  writing  to  the  Company to return any such
                    certificate to the Company if it is found or received by the
                    holder, then the Company must, subject to Rules 2.8.1, 2.8.2
                    and  2.8.3,  issue  a  replacement certificate in accordance
                    with  the  Corporations  Act  and  the  Listing  Rules.

          2.8.7     Where  a certificate for Shares or options previously issued
                    has been worn out or defaced and has been surrendered to the
                    Company  for cancellation and has been cancelled, the person
                    whose  name  is  entered  as  the Member in respect of those
                    Shares  in  the  Register  is, subject to Rules 2.8.1, 2.8.2
                    arid 2.8.3, entitled to receive a replacement certificate in
                    accordance  with the Corporations Act and the Listing Rules.

     2.9  DENOMINATION  AND  CONTENTS  OF  SHARE  CERTIFICATE

          2.9.1     The  Directors  may  determine  the  number  of Shares to be
                    issued  in  any  one  certificate.


                                        9
<PAGE>
          2.9.2     Every  certificate  for  Shares or options must be issued in
                    accordance  with the Corporations Act and the Listing Rules.

     2.10 JOINT  HOLDERS  OF  SHARES

          2.10.1    Where  two  or  more  persons  are  registered  as the joint
                    holders  of  Shares  they  are  deemed to hold the Shares as
                    joint  tenants,  and:

               2.10.1.1  the  Company  may  in  the  absence of any direction in
                         writing from those persons to the contrary, enter those
                         persons  in the Register as joint holders of the Shares
                         in  the  order  in  which  their  names  appear  in any
                         application,  instrument  of  transfer  or  notice  of
                         election;

               2.10.1.2  it  shall  be  a  sufficient discharge of the Company's
                         obligations  to  the  joint  holders  in respect of any
                         notice or payment or otherwise if the Company sends the
                         notice  or  payment  to  or  otherwise  discharges  the
                         obligation in relation to, the joint holder first named
                         in  the  Register;  and

               2.10.1.3  any  notice,  election,  vote,  instrument of transfer,
                         proxy,  and  receipt for money or other document given,
                         made or signed by any one of the joint holders named in
                         the  Register  binds  all  joint holders of the Shares.

          2.10.2    Notwithstanding  Rule  2.10.1,  the Company may discriminate
                    between  joint  holders of a Share in any manner provided in
                    this  Constitution.

          2.10.3    Where  more  than three persons seek to become joint holders
                    of  any  Share,  the  Company  is  required  to enter in the
                    Register  the  names of only three of them and the Directors
                    may  select  which  three  names  are  to  be entered in the
                    Register.

     2.11 NEW SHARES

          Subject  to their terms of issue and this Constitution, new Shares are
          subject  to  this  Constitution.

     2.12 PAYMENTS  IN  FOREIGN  CURRENCY

          The  terms  of  issue of any ordinary or preference shares may provide
          that  any amounts payable to the holders of the Shares, whether by way
          of  or on account of dividends, repayment of capital, participation in
          surplus  assets or profits of the Company or otherwise, are payable in
          the  currency  of  a  country  other  than  Australia.

3    LIEN

     3.1  LIEN  ON  SHARES

          3.1.1     To  the extent that it is consistent with the Listing Rules,
                    the  Company  has  a first and paramount lien on every Share
                    where an unpaid call or instalment is due but unpaid on that
                    Share that to the extent of reasonable interest and expenses
                    incurred  because  the  amount  is  not  paid  and such lien
                    extends  to  all  dividends,  rights and other distributions
                    from  time to time declared, paid or made in respect of that
                    Share.


                                       10
<PAGE>
          3.1.2     The  Company  also  has  a  first  and paramount lien on all
                    Shares (other than fully-paid shares) registered in the name
                    of a Member for all money which the Company may be called on
                    by  law to pay and has paid in respect of the Shares of that
                    Member.

          3.1.3     Subject  to the Listing Rules, whenever any law for the time
                    being  of any country, state or place imposes or purports to
                    impose  any immediate or future or possible liability on the
                    Company  to  make  any payment or empowers any government or
                    taxing  authority  or  government  official  to  require the
                    Company  to  make  any  payment  in  respect  of  any  Share
                    registered  in  the  name  of  any Member (whether solely or
                    jointly with others) or in respect of any dividends or other
                    moneys  paid  or  due  or payable or which may become due or
                    payable  to  such  Member by the Company on or in respect of
                    any  such  Shares,  the  Company  in  such  case:

               3.1.3.1   is  fully  indemnified  by that Member or that Member's
                         executor,  administrator  or  legal  personal
                         representative  from  all  such  liability;

               3.1.3.2   has a lien on the Shares registered in the name of that
                         Member  for all money paid by the Company in respect of
                         such  Shares  under  or in consequence of any such law,
                         together  with  interest at the rate, not exceeding 20%
                         per annum, determined by the Directors from the date of
                         payment  to  the  date  of  repayment;

               3.1.3.3   has a lien on all dividends, rights and other moneys or
                         distributions  payable  in  respect  of  the  Shares
                         registered  in  the  name of such Member for all moneys
                         paid  or  payable  by  the  Company  in respect of such
                         Shares  or in respect of such dividends or other moneys
                         under  or  in consequence of any such law together with
                         interest  at  the  rate,  not  exceeding 20% per annum,
                         determined by the Directors from the date of payment to
                         the  date  of  repayment and may deduct from or set off
                         against  any  such dividends or other moneys any moneys
                         paid,  or  payable by the Company as aforesaid together
                         with  interest  as  aforesaid;

               3.1.3.4   may  recover  as  a  debt  due from such Member or that
                         Member's  executor,  administrator  or  legal  personal
                         representative wherever resident, constituted, situated
                         or  appointed  any moneys paid by the Company under any
                         such  law;  and

               3.1.3.5   may if any such money is paid or payable by the Company
                         under any such law refuse to register a transfer of any
                         Shares  by  any  such Member or that Member's executor,
                         administrator  or  legal  personal representative until
                         such  money  and interest have been set off or deducted
                         as  aforesaid  or  have  been  otherwise  paid  to  the
                         Company.



                                       11
<PAGE>
          3.1.4     Nothing in this Constitution prejudices or affects any right
                    or  remedy  which any such law may confer on the Company and
                    as  between the Company and every such Member, that Member's
                    executors,  administrator, legal personal representative and
                    estate wherever resident, constituted, situated or appointed
                    any right or remedy which such law confers on the Company is
                    enforceable  by  the  Company.

          3.1.5     The  Directors  may  at any time exempt a Share wholly or in
                    part  from  the  provisions  of  Rules  3.1.1  to  3.1.3.

          3.1.6     The  Company's lien on a Share is extinguished if a transfer
                    of the Share is registered without the Company giving notice
                    of  the  claim  to  the  transferee.

          3.1.7     The  Company  may  do all such things as may be necessary or
                    appropriate  for  it  to  do under the SCH Business Rules to
                    protect  any  lien, charge or other right to which it may be
                    entitled  under  any  law  or  this  Constitution.

     3.2  SALE  UNDER  LIEN

          3.2.1     Subject  to the Corporations Act, the Listing Rules and Rule
                    3.2.2, the Company may sell, in such manner as the Directors
                    think  fit,  any Share on which the Company has a lien as if
                    the  Share  were  forfeited.

          3.2.2     A  Share  on which the Company has a lien may not be sold by
                    the  Company  unless:

               3.2.2.1   a  sum in respect of which the lien exists is presently
                         payable;  and

               3.2.2.2   the  Company has, not less than 14 days before the date
                         of  sale,  given  to the registered holder for the time
                         being  of  the Share or person entitled to the Share by
                         reason  of  the  death  or bankruptcy of the registered
                         holder,  a notice in writing setting out, and demanding
                         payment of, such part of the amount in respect of which
                         the  lien  exists  as  is  presently  payable.

     3.3  TRANSFER  ON  SALE  UNDER  LIEN

          3.3.1     For the purpose of giving effect to a sale mentioned in Rule
                    3.2.1,  the  Company  may receive the consideration (if any)
                    given  for  the  Share so sold and may execute a transfer of
                    the  Share sold in favour of the person to whom the Share is
                    sold.

          3.3.2     The  Company  must  register the transferee as the holder of
                    the  Share comprised in any such transfer and the transferee
                    is  not  bound  to  see  to  the application of the purchase
                    money.

          3.3.3     The  title of the transferee to the Share is not affected by
                    an irregularity or invalidity in connection with the sale of
                    the  Share.  The  remedy of any person aggrieved by the sale
                    will be in damages only and against the Company exclusively.


                                       12
<PAGE>
     3.4  PROCEEDS  OF  SALE

          The  proceeds of a sale mentioned in Rule 3.2.1 must be applied by the
          Company  in  payment  of the costs of the sale then in payment of such
          part of the amount in respect of which the lien exists as is presently
          payable,  and  the residue (if any) must (subject to any like lien for
          sums  not  yet  presently payable that existed on the Share before the
          sale)  be  paid to the person entitled to the Share at the date of the
          sale.

     3.5  APPOINTMENT  OF  AGENT

          Upon  any  sale  or  other  disposal of a Share after forfeiture or on
          enforcing  a lien in purported exercise of the powers given under this
          Constitution,  the  Directors  may  appoint a person, as agent for the
          Member,  to execute a transfer of the Share sold or otherwise disposed
          of,  to  give notice of cancellation and withdrawal of any sponsorship
          agreement  which  the Member has with a sponsoring broker, to complete
          any  document  which  is required to convert the Share from the Issuer
          Sponsored  Subregister  to the Register. and to cause the transferee's
          name  to  be  entered  in the Register in respect of the Share sold or
          otherwise  disposed  of.

4    CALLS  ON  SHARES

     4.1  DIRECTORS  TO  MAKE  CALLS

          4.1.1     The  Directors  may,  subject  to  compliance  with  the
                    requirements  of  the  Corporations  Act, the Listing Rules,
                    this  Constitution and the terms of issue of the Share, make
                    calls  on  a  Member  in  respect of any money unpaid on the
                    Shares of that Member and not by the terms of issue of those
                    Shares  made  payable  at  fixed  times.

          4.1.2     A call may be made payable by instalments.

          4.1.3     The  Directors may not revoke or postpone a call.

          4.1.4     The Company will give Members notice of any call which shall
                    specify  the  amount  of  the  call,  the  time and place of
                    payment,  to whom the call is to be paid and give such other
                    information  as  is  required  by  the  Listing  Rules.

     4.2  TIMES  OF  CALL

          A  call  is  deemed  to be made at the time when the resolution of the
          Directors  authorising  the  call  is  passed.

     4.3  MEMBERS'  LIABILITY

          4.3.1     Each Member must pay to the Company the amount called on the
                    Shares  in  the  manner specified in the notice given by the
                    Company  to  the  Member  given  under  Rule  4.1.4.

          4.3.2     The  joint  holders  of  a  Share  are jointly and severally
                    liable  to  pay  all  calls  in  respect  of  the  Share.

          4.3.3     The  non-receipt  of  a  notice  of  any  call  by,  or  the
                    accidental  omission  to  give  notice of a call to a Member
                    does  not  invalidate  the  call.


                                       13
<PAGE>
     4.4  INTEREST  ON  DEFAULT

          4.4.1     If  a sum called in respect of a Share is not paid before or
                    on the day appointed for payment of the sum, the person from
                    whom  the  sum  is  due  must  pay:

               4.4.1.1   interest  on the sum from the day appointed for payment
                         to  the  time  of  actual  payment  at  the  rate,  not
                         exceeding  20%  per annum, determined by the Directors,
                         and

               4.4.1.2   all  expenses  incurred by the Company as a consequence
                         of  the  non  payment,

               but  the Directors may waive payment of the interest and expenses
               wholly  or  in  part.

     4.5  FIXED  INSTALMENTS  DEEMED  CALLS

          Any  sum  that,  by  the terms of issue of a Share, becomes payable on
          allotment  or  at  a  fixed  date,  is deemed for the purposes of this
          Constitution  to  be a call duly made and payable on the date on which
          by  the  terms  of  issue  the  sum  becomes  payable, and, in case of
          non-payment,  all  the  relevant provisions of this Constitution as to
          payment  of interest and expenses, forfeiture or otherwise apply as if
          the sum had become payable by virtue of a call duly made and notified.

     4.6  DIFFERENTIATION  BETWEEN  MEMBERS  AS  TO  CALLS

          The  Directors  may, on the issue of Shares, differentiate between the
          holders as to the amount of calls to be paid and the times of payment.

     4.7  PREPAYMENT  OF  CALLS

          4.7.1     The  Directors  may accept from a Member the whole or a part
                    of  the  amount  unpaid  on a Share although no part of that
                    amount  has  been  called.

          4.7.2     The  Directors  may  authorise  payment  by  the  Company of
                    interest  on the whole or any part of an amount so accepted,
                    until  the  amount  becomes  payable,  at  such  rate,  not
                    exceeding  the  prescribed  rate,  as  is agreed between the
                    Directors  and  the  Member  paying  the  sum.

          4.7.3     For  the  purposes  of  Rule  4.7.2,  the prescribed rate of
                    interest  is:

               4.7.3.1   if  the  Company  has  by resolution fixed a rate - the
                         rate  so  fixed;  and

               4.7.3.2   in  any  other  case  -  10%  per  annum.

          4.7.4     The  Directors  may at any time repay any amount so advanced
                    upon.

          4.7.5     Any  advance  payment  by a Member under Rule 4.7.1 does not
                    confer  on  the  Member  a  right  to participate in profits
                    during  the  period prior to the date on which the amount so
                    advanced  would  but  for  such payment have become payable.

     4.8  ENDORSEMENT  OF  CERTIFICATES


                                       14
<PAGE>
          Where  the  Company is required to issue a certificate in respect of a
          Share,  upon  the  payment  of any call on that Share the Company must
          endorse the certificate with the words "call paid" and must return the
          certificate  to  the holder of the Shares referable to the certificate
          within 5 Business Days of its lodgement, with the call money, with the
          Company.

5    TRANSFER  OF  SHARES

     5.1  FORMS  OF  INSTRUMENT  OF  TRANSFER

          Subject  to  this  Constitution and the Corporations Act, a Member may
          transfer  all  or  any  of  the  Member's  Shares:

          5.1.1     by  Proper  SCH Transfer or any other method of transferring
                    or  dealing  with  Shares  established  or recognised by the
                    Exchange  from  time  to time or operated in accordance with
                    the  SCH Business Rules or the Listing Rules and in any case
                    recognised  under  the  Corporations  Act;  or

          5.1.2     by  instrument  in writing in any usual or common form or in
                    any  other  form  that  the  Directors  approve.

          A Member may not, however, Dispose of any Restricted Securities during
          the  Escrow  Period  pertaining  to  them  except  as permitted by the
          Exchange  or  the  Listing  Rules.

     5.2  REGISTRATION  PROCEDURE

          5.2.1     Subject to the Listing Rules and the SCH Business Rules, the
                    instrument  of  transfer,  if  required,  must  be  left for
                    registration  at  the  share  registry  of  the  Company,
                    accompanied  by  such  information as the Directors properly
                    require  to  show  the  right  of the transferor to make the
                    transfer, and in that event the Company must, subject to the
                    powers  vested in the Directors by this Constitution and the
                    Listing  Rules,  register  the  transferee as a shareholder.

          5.2.2     An  instrument of transfer, if required, must be executed by
                    or  on  behalf  of  both  the  transferor and the transferee
                    unless  it is a sufficient transfer of marketable securities
                    within  the  meaning  of  the  Corporations  Act.

          5.2.3     A  transferor  of  Shares  remains  the holder of the Shares
                    transferred until the transfer is registered and the name of
                    the  transferee is entered in the Register in respect of the
                    Shares  and  a transfer of Shares does not pass the right to
                    any  dividends  declared  on  the  Shares  until  such
                    registration.

          5.2.4     Unless  otherwise  provided for by the Corporations Act, the
                    Listing  Rules or the SCH Business Rules, the Directors must
                    register  all  Proper  SCH  Transfers  and  all  registrable
                    transfer  forms,  split  certificates,  renunciations  and
                    transfers,  issue certificates and transmission receipts and
                    mark  or note transfer forms without charge except where the
                    issue  of  a  certificate  is to replace a lost or destroyed
                    certificate.

          5.2.5     In  accordance  with the Corporations Act, the Listing Rules
                    and the SCH Business Rules, on registration of a transfer of
                    Shares,  the  Company  must  cancel  the old certificate (if
                    any),  and,  if  required  by  the  Corporations  Act or the
                    Listing  Rules,  issue  new  certificates in the name of the
                    transferee for the Shares transferred and in the name of the
                    transferor  for  the  balance  of  Shares retained (if any).


                                       15
<PAGE>
     5.3  DIRECTORS'  POWERS  TO  DECLINE  TO  REGISTER

          5.3.1     The Directors may decline to register any transfer of
                    Shares:

               5.3.1.1   on  which  the  Company  has  a  lien;

               5.3.1.2   where the transfer (not being a Proper SCH Transfer) is
                         not  in  registrable  form;  and

               5.3.1.3   where  the Corporations Act or the Listing Rules permit
                         the  Company  to  do  so or do not prohibit the Company
                         from  doing  so.

          5.3.2     The  Directors  must  decline  to  register  any transfer of
                    Shares  where the Listing Rules require the Company to do so
                    or  where  the  transfer  would or might be in breach of the
                    Corporations  Act,  Listing Rules, the SCH Business Rules or
                    any  restriction agreement relating to Restricted Securities
                    entered  into  by  the  Company under the Listing Rules. The
                    Company  will  refuse to acknowledge a disposal (including a
                    transfer)  of Restricted Securities during the Escrow Period
                    except  as  permitted  by the Listing Rules or the Exchange.

          5.3.3     If  in  the exercise of their rights under either Rule 5.3.1
                    or  5.3.2  the  Directors refuse to register a transfer of a
                    Share  they must give written notice to the lodging party in
                    accordance  with  the  Listing  Rules of the refusal and the
                    reasons  for  it  within  the time prescribed by the Listing
                    Rules.  Failure  to give such notice will not invalidate the
                    decision  of  the  Directors.

          5.3.4     The  Directors  may  direct  or  authorise  the  securities
                    clearing  house,  which  operates  CHESS, to apply a Holding
                    Lock  to  Shares  or  other  securities  of  the  Company in
                    circumstances  where the Company is permitted or required to
                    do  so  in accordance with the Corporations Act, the Listing
                    Rules  or  the  SCH  Business  Rules.

     5.4  OPENING  AND  CLOSURE  OF  THE  REGISTER

          The  Company  must  ensure that every office at which transfers of its
          securities  may be lodged for registration is open every Business Day.
          However,  the office may be closed on a day that is a gazetted bank or
          public  holiday  in  the  state or territory in which it is located if
          arrangements  are made for compliance with any obligations the Company
          has  under  the  SCH  Business  Rules

     5.5  COMPANY  TO  RETAIN  INSTRUMENT  OF  TRANSFER

          5.5.1     The  Company  must  retain  every instrument of transfer, if
                    any,  of  Shares  which is registered for such period as the
                    Directors  determine.

          5.5.2     Where  the  Directors  refuse  registration of a transfer of
                    Shares  the instrument of transfer, if any, must be returned
                    to  the  person who deposited it if demand is made within 12
                    months of the giving of notice of refusal to register unless
                    there  has  been  an  allegation  of  fraud  concerning  the
                    transfer  or  the  transaction  to  which  it  relates.


                                       16
<PAGE>
     5.6  BRANCH  REGISTER

          The  Company may, in accordance with the Corporations Act, cause to be
          kept  in any place outside the State a branch register of Members. The
          Directors  may  at  their discretion, subject to the Corporations Act,
          the  Listing  Rules  and  the  SCH  Business Rules, make provision for
          transfer  of  Shares  between  the  Register  and  branch  registers.

     5.7  SELLING  NON-MARKETABLE  PARCELS

          5.7.1     The  Directors may sell a holding of shares which constitute
                    less  than  a  marketable  parcel  by  following  certain
                    procedures  set  out  in  this  Rule  5.7.

          5.7.2     The  Directors  may  send  a  written notice to a Member who
                    holds  on  the  date  of  the  notice less than a marketable
                    parcel  of shares in a class of shares of the Company which:

               5.7.2.1   explains  the  effect  of  this  Rule  5.7;  and

               5.7.2.2   advises  the holder that he may elect to be exempt from
                         the  provisions  of  this  Rule. A form of election for
                         that  purpose  must  be  sent  with  the  notice.

          5.7.3     If,  before  5pm  Brisbane  time  on a date specified in the
                    notice  which is no earlier than 6 weeks after the notice is
                    sent:

               5.7.3.1   the  Company  has not received a notice from the Member
                         electing  to be exempt from the provisions of this Rule
                         5.7;  and

               5.7.3.2   the  Member  has  not  increased  his shareholding to a
                         marketable  parcel,

               the  Member is taken to have irrevocably appointed the Company as
               his  agent  to  do  anything  in  Rule  5.7.4.

          5.7.4     The  Company  may:

               5.7.4.1   sell  the  Shares  constituting  less than a marketable
                         parcel  as  soon  as  practicable  at a price which the
                         Directors  consider  is  the  best  price  reasonably
                         available  for  the  Shares  when  they  are  sold; and

               5.7.4.2   deal with the proceeds of sale under Rule 3.

          5.7.5     The costs and expenses of any sale of Shares under this Rule
                    5.7  (including brokerage and stamp duty) are payable by the
                    purchaser  or,  if  the  Corporations  Act  permits,  by the
                    Company.

          5.7.6     A notice under Rule 5.7.2 may be given to a Member only once
                    in  a  12 month period and may not be given during the offer
                    period  of  a  takeover  bid.


                                       17
<PAGE>
          5.7.7     If  a  takeover  bid  for  the  Company is announced after a
                    notice is given but before agreement is entered into for the
                    sale  of  Shares,  this  Rule  ceases  to  operate for those
                    Shares. However, despite Rule 5.7.6, a new notice under Rule
                    5.7.2  may  be  given after the offer period of the takeover
                    bid  closes.

          5.7.8     If the holding of a Member becomes a marketable parcel after
                    a  notice  is given but before agreement is entered into for
                    the  sale  of  Shares, this Rule ceases to operate for those
                    Shares.

          5.7.9     The Directors may, before a sale is effected under this Rule
                    5.7,  revoke  a  notice  given  or  suspend or terminate the
                    operation  of  this  Rule  either  generally  or in specific
                    cases.

6    TRANSMISSION  OF  SHARES

     6.1  TRANSMISSION  OF  SHARES  ON  DEATH  OF  HOLDER

          In the case of the death of a Member, the survivor, or survivors where
          the  deceased  was  a  joint  holder,  and  the  legal  personal
          representatives  of the deceased where the deceased was a sole holder,
          are  the only persons recognised by the Company as having any title to
          the  deceased's interest in the Shares, but this Rule does not release
          the estate of a deceased joint holder from any liability in respect of
          a  Share  that  had  been  jointly held by the deceased with any other
          persons.

     6.2  RIGHT  TO  REGISTRATION  ON  DEATH  OR  BANKRUPTCY

          6.2.1     Subject  to the Bankruptcy Act 1966 (Cth), a person becoming
                    entitled  to  a  Share  in  consequence  of  the  death  or
                    bankruptcy  of  a  Member  or  any  Member through mental or
                    physical  infirmity  becoming  incapable  of  managing  the
                    Member's  affairs may, on such information being produced as
                    is  properly  required  by the Directors, either elect to be
                    registered as holder of the Share or nominate another person
                    to  be  registered as the transferee of the Share. Where the
                    surviving  joint  holder  becomes  entitled  to  a  Share in
                    consequence  of the death of a Member the Directors must, on
                    satisfactory  evidence of that death being produced to them,
                    direct  the  Register  to  be  altered  accordingly.

          6.2.2     If  the  person becoming entitled elects to be registered as
                    holder  of  the  Share  under  Rule  6.2.1,  the person must
                    deliver or send to the Company a notice in writing signed by
                    the  person  in  such  form as the Directors approve stating
                    that  the  person  so  elects.

          6.2.3     If  the person becoming entitled nominates another person to
                    be  registered  as  the  transferee  of the Share under Rule
                    6.2.1,  the  person  must execute a transfer of the Share to
                    the  other  person.

          6.2.4     Subject  to  the Corporations Act, the Listing Rules and the
                    SCH  Business  Rules,  all the limitations, restrictions and
                    provisions  of  this  Constitution  relating to the right to
                    transfer  and  the  registration of transfers, of Shares are
                    applicable to any such notice or transfer as if the death or
                    bankruptcy  of the Member had not occurred and the notice or
                    transfer  was  a  transfer  signed  by  that  Member.


                                       18
<PAGE>
          6.2.5     If  the  Company  has  acted in good faith in so registering
                    such  person  or  the transferee of such person, that person
                    will  indemnify  the  Company  to  the extent of any loss or
                    damage  suffered  by  the  Company  as  a  result  of  such
                    registration.

     6.3  EFFECT  OF  TRANSMISSION

          6.3.1     If  the  registered holder of a Share dies, becomes bankrupt
                    or through mental or physical infirmity becomes incapable of
                    managing  his  affairs, the legal personal representative or
                    the trustee or administrator of the estate of the registered
                    holder,  as  the  case may be, is, on the production of such
                    information  as  is  properly  required  by  the  Directors,
                    entitled  to the same dividends and other advantages, and to
                    the  same  rights  (whether  in  relation to meetings of the
                    Company,  or  to  voting  or  otherwise),  as the registered
                    holder  would have been entitled to if he was the registered
                    holder.

          6.3.2     If  two or more persons are jointly entitled to any Share in
                    consequence of the death of the registered holder, they are,
                    for  the  purpose  of  this Constitution, deemed to be joint
                    holders  of  the  Share.

7    FORFEITURE  OF  SHARES

     7.1  NOTICE  REQUIRING  PAYMENT  OF  CALL

          7.1.1     If  a  Member fails to pay a call or instalment of a call on
                    the day appointed for payment of the call or instalment, the
                    Directors  may,  at  any time thereafter during such time as
                    any  part  of the call or instalment remains unpaid, serve a
                    notice  on  the  Member  requiring payment of so much of the
                    call  or instalment as is unpaid, together with any interest
                    that  has  accrued  and all costs and expenses that may have
                    been  incurred by the Company by reason of such non-payment.

          7.1.2     The  notice  must  name  a further day (not earlier than the
                    expiration  of  14  days  from  the  date  of service of the
                    notice)  on  or  before  which  the  payment required by the
                    notice  is  to  be made and must stale that, in the event of
                    non-payment  at  or before the time appointed, the Shares in
                    respect  of  which  the  call  was made will be liable to be
                    forfeited.

     7.2  FORFEITURE  FOR  FAILURE  TO  COMPLY  WITH  NOTICE

          7.2.1     If  the requirements of a notice served under Rule 7.1.1 are
                    not complied with by a Member, any Share in respect of which
                    the  notice  has been given may subject to the Listing Rules
                    at  any  time thereafter, before the payment required by the
                    notice  has  been  made, be forfeited by a resolution of the
                    Directors  to  that  effect.

          7.2.2     Such a forfeiture includes all dividends declared in respect
                    of  the  forfeited  Shares  and not actually paid before the
                    forfeiture.

          7.2.3     Any  Share  forfeited  under  Rule 7.2.1 is deemed to be the
                    property  of  the  Company  and  may be sold, re-allotted or
                    otherwise  disposed  of  to  whom  and  on  such  terms  and
                    conditions,  subject to the Corporations Act and the Listing
                    Rules,  as  the  Directors  think  fit.


                                       19
<PAGE>
          7.2.4     If  any  Share  is forfeited under Rule 7.2.1, notice of the
                    forfeiture  must  be  given  to the Member holding the Share
                    immediately  prior  to  the  forfeiture  and an entry of the
                    forfeiture  with  the  date  thereof  must  be  made  in the
                    Register.

          7.2.5     The  Directors  may  accept the surrender of any Share which
                    they are entitled to forfeit on such terms as they think fit
                    and  any  Share  so  surrendered is deemed to be a forfeited
                    Share.

     7.3  CANCELLATION  ON  FORFEITURE

          At  any  time  before  a  sale, re-allotment or other disposition of a
          Share,  the forfeiture of that Share may be cancelled on such terms as
          the  Directors  think  fit.

     7.4  EFFECT  OF  FORFEITURE  ON  FORMER  HOLDER'S  LIABILITY

          A  person  whose  Shares have been forfeited or subsequently cancelled
          ceases  to be a Member in respect of the forfeited Shares, but remains
          liable  to  pay the Company all money that, at the date of forfeiture,
          was  payable  by  that  person to the Company in respect of the Shares
          (including interest at a rate, not exceeding 20% per annum, determined
          by the Directors from the date of forfeiture on the money for the time
          being  unpaid  until the date of payment and also expenses owing), but
          that  person's  liability  ceases  if  and  when  the Company receives
          payment in full of all the money (including interest and all costs and
          expenses)  so  payable  in  respect  of  the  Shares  or that person's
          liability  is  released  or  waived  by the approval of holders of the
          Company's  ordinary  shares  in  accordance  with  the  Listing Rules.

     7.5  EVIDENCE  OF  FORFEITURE

          7.5.1     A  statement in writing declaring that the person making the
                    statement  is  a Director or a Secretary of the Company, and
                    that a Share has been duly forfeited in accordance with this
                    Constitution  on  the date stated in the statement, is prima
                    facie  evidence  of  the  facts  stated  in the statement as
                    against all persons claiming to be entitled to the Share and
                    of  the  right  and  title  of the Company to dispose of the
                    Share.

          7.5.2     On  the  trial  or hearing of any action for the recovery of
                    any  money  due for any call, it is sufficient to prove that
                    the  name  of  the Member sued is entered in the Register as
                    the  holder or one of the holders of the Share in respect of
                    the  call,  that  the  resolution  making  the  call is duly
                    recorded in the minute book of the Company and notice of the
                    call  was given to the Member pursuant to this Constitution.
                    Proof  of  the  matters  referred  to  in this Rule 7.5.2 is
                    deemed to be conclusive evidence of the debt. It will not be
                    necessary to prove the appointment of the Directors who made
                    the  call  or  any  other  matter  whatsoever.

     7.6  TRANSFER  OF  FORFEITED  SHARE

          7.6.1     The Company may receive the consideration (if any) given for
                    a  forfeited  Share  on any sale or other disposition of the
                    Share  and  may execute a transfer of the Share in favour of
                    the  person  to  whom  the  Share  is  sold  or disposed of.


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<PAGE>
          7.6.2     On  the  execution  of  the transfer, the transferee must be
                    registered  as  the  holder of the Share and is not bound to
                    see  to  the application of any money paid as consideration.

          7.6.3     The  title of the transferee to the Share is not affected by
                    any  irregularity  or  invalidity  in  connection  with  the
                    forfeiture,  sale  or  disposal  of  the  Share.

          7.6.4     The  proceeds  of  any  sale, re-allotment or other disposal
                    mentioned  in  Rule  7.2.3,  less  the  costs  of  sale,
                    re-allotment  or  other  disposal,  must  be  applied  in or
                    towards  payment or satisfaction of the call, instalment and
                    costs  and  expenses,  and  the residue (if any) paid to the
                    Member.

     7.7  FORFEITURE  APPLIES  TO  NON-PAYMENT  OF  INSTALMENT

          The provisions of this Constitution as to forfeiture apply in the case
          of  non-payment  of  any  sum  that, by the terms of issue of a Share,
          becomes  payable  at  a  fixed time as if that sum had been payable by
          virtue  of  a  call  duly  made  and  notified.

     7.8  CANCELLATION  OF  FORFEITED  SHARE

          The  Company may cancel forfeited shares if approved by the holders of
          the  Company's  ordinary  Shares in accordance with the Listing Rules.

8    GENERAL  MEETINGS

     8.1  ANNUAL  GENERAL  MEETING

          Annual  general  meetings  of  the  Company  any  are  to  be  held in
          accordance  with  the  Corporations  Act  and  the  Listing  Rules.

     8.2  GENERAL  MEETING

          The  Directors  may  convene a General Meeting of the Company whenever
          they  think fit. General Meetings of the Company may be held at two or
          more  venues  using  any  technology that gives the Members as a whole
          reasonable  opportunity  to  participate.

     8.3  NOTICE  OF  GENERAL  MEETING

          8.3.1     Any  notice  of a General Meeting must be in compliance with
                    the  provisions  of  the  Corporations Act and include or be
                    accompanied  by such details and information as are required
                    by  the  Listing  Rules.

          8.3.2     The  non-receipt  of  notice of a General Meeting by, or the
                    accidental  omission to give notice of a General Meeting to,
                    a  person entitled to receive notice does not invalidate any
                    act,  matter  or  thing or any resolution made, performed or
                    passed  at  the  General  Meeting.

     8.4  SPECIAL  BUSINESS  OF  GENERAL  MEETING

          All  business  that  is  transacted  at  a  general meeting is special
          except,  at  an  annual  general meeting, that of the declaration of a
          dividend,  the  consideration  of  the accounts and the reports of the
          Directors  and  the  Auditor,  the  appointment of the Auditor and the
          election  of  Directors,  shall  be  ordinary  business.


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<PAGE>
     8.5  REQUISITIONED  MEETING

          The  Directors  must,  on  the  written  requisition  of

          8.5.1     not  less  than  100 Members who are entitled to vote at the
                    general  meeting;

          8.5.2     a  Member  who  is  entitled,  or  Members  who are together
                    entitled,  to  at least 5% of the total voting rights of all
                    the  Members  having  at  the  date  of  the  deposit of the
                    requisition  a  right  to  vote  at  general  meetings;  or

          8.5.3     such  greater  number of Members or Members entitled to such
                    greater  percentage  of  total  voting  rights  as  may  be
                    prescribed  from  time  to  time under the Corporations Act,

          as  soon  as  practicable,  and in any event within 21 days, convene a
          general  meeting of the Company to be held as soon as practicable but,
          in  any  case,  not  later  than  two  months after the deposit of the
          requisition.

     8.6  OBJECTS  OF  REQUISITIONED  MEETING

          The  requisition  for  a general meeting must state the objects of the
          meeting and must be signed by the requisitionists and deposited at the
          Registered  Office  and  may consist of several documents in like form
          each  signed  by  one  or  more  of  the  requisitionists.

     8.7  CONVENING  A  REQUISITIONED  MEETING

          if  the  Directors  do  not,  within  21 days after the deposit of the
          requisition,  proceed to convene a general meeting the requisitionists
          or  any  of  them  representing more than one-half of the total voting
          rights  of all of them may themselves, in the same manner as nearly as
          possible  as  that  in  which  meetings  are  to  be  convened  by the
          Directors,  convene  a  meeting,  but a meeting so convened may not be
          held after the expiration of three months from the date of the deposit
          of  the  requisition.

     8.8  EXPENSES  OF  A  REQUISITIONED  MEETING

          Any  reasonable  expense  incurred by the requisitionists by reason of
          the  failure  of the Directors to convene a meeting shall be repaid to
          the  requisitionists  by  the  Company  and  any  sum  so paid must be
          retained  by the Company out of any sums due or to become due from the
          Company  by  way  of  fees  or  other remuneration in respect of their
          services  to  such  of  the  Directors  who  were  in  default.

     8.9  POSTPONEMENT  OR  CANCELLATION  OF  MEETING

          The Directors may postpone or cancel any General Meeting whenever they
          think  fit  other than a meeting convened as a result of a requisition
          under  Rule  8.5  or  by  requisitionists  under  Rule  8.7.

9    PROCEEDINGS  AT  GENERAL  MEETINGS

     9.1  REPRESENTATION  OF  MEMBER

          9.1.1     Any  Member may be represented at any General Meeting of the
                    Company  by  a  proxy  or  attorney.


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<PAGE>
          9.1.2     If  a  Member is a body corporate it may also, in accordance
                    with the Corporations Act and by resolution of its directors
                    or  other governing body, authorise such person as it thinks
                    fit  to  act  as  its representative at a particular general
                    meeting  of  the  Company  or  of  any  class  of Members. A
                    certificate  under  the  seal  of the body corporate or such
                    other  document  as  the  chairman  in  his  sole discretion
                    considers  sufficient  will  be  prima facie evidence of the
                    appointment  or  revocation  of the appointment, as the case
                    may  be,  of  a  representative  pursuant  to  this  Rule.

          9.1.3     A  person authorised under Rule 9.1.2 is, in accordance with
                    that  authority  and  until  it  is  revoked  by  the  body
                    corporate, entitled to exercise the same powers on behalf of
                    the  body  corporate as the body corporate could exercise if
                    it  were  a  natural  person  who  was  a  Member.

          9.1.4     Unless  the  contrary  intention  appears,  a reference to a
                    Member  in  the succeeding provisions of this Rule 9 means a
                    Member,  a  proxy  or  attorney  of  a  Member  or  a person
                    appointed  under Rule 9.1.2 to represent a Member which is a
                    body  corporate.

     9.2  QUORUM

          No business maybe transacted at any General Meeting unless a quorum is
          present at the time when the meeting proceeds to business, such quorum
          comprising  not  less than three Members being present in person or by
          proxy,  attorney  or  representative  appointed  under  Rule 9.1.2 and
          entitled  to  vote  at  the  meeting.

     9.3  FAILURE  TO  ACHIEVE  QUORUM

          9.3.1     If a meeting is convened on the requisition of Members and a
                    quorum  is  not  present  within  half an hour from the time
                    appointed  for  the  General  Meeting,  the  meeting must be
                    dissolved.

          9.3.2     If  a  meeting is convened in any other case and a quorum is
                    not  present within half an hour from the time appointed for
                    the  meeting:

               9.3.2.1   the  meeting  must  be  adjourned to such day, time and
                         place as the Directors determine or if no determination
                         is made by them to the same day in the next week at the
                         same  time  and  place;  and

               9.3.2.2   if  at  the  adjourned  meeting a quorum is not present
                         within  half  an  hour  from the time appointed for the
                         meeting:

                         -    two  Members  present  in  person  or  by  proxy,
                              attorney  or  representative  appointed under Rule
                              9.1.2  constitute  a  quorum;  or

                         -    where  two  such  persons  are  not  present - the
                              meeting  must  be  dissolved.

     9.4  APPOINTMENT  AND  POWERS  OF  CHAIRMAN  OF  GENERAL  MEETING


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<PAGE>
          9.4.1     If  the  Directors  have  elected  one  of  their  number as
                    chairman  of  their  meetings,  that  person must preside as
                    chairman  at  every  General  Meeting.

          9.4.2     If  a  General  Meeting  is  held  and:

               9.4.2.1   a  chairman  has  not  been elected as provided by Rule
                         9.4.1;  or

               9.4.2.2   the chairman is not present within 15 minutes after the
                         time  appointed  for the holding of the general meeting
                         or  is  unable  or  unwilling  to  act,

               then  the  deputy-chairman  elected under Rule 12.7 (if any) must
               act  as  chairman  of  the meeting. If there is no such person or
               that  person  is  absent  or  unable  or  unwilling  to  act, the
               Directors  present  must elect one of their number to be chairman
               of the meeting, or, if no Director is present or if all Directors
               present decline to take the chair, the Members present must elect
               one  of  their  number  to  be  chairman  of  the  meeting.

          9.4.3     The  chairman  is  responsible  for the general conduct of a
                    General  Meeting and may make rulings and in addition to any
                    general  power  to  adjourn  may adjourn the meeting without
                    putting a question to the vote if such action is required to
                    ensure the orderly conduct of the meeting. A decision by the
                    chairman  under  this  Rule  is  final.

          9.4.4     In  addition  to  the powers conferred under Rule 9.4.3, the
                    chairman  has  the  power,  in  his  absolute  discretion:

               9.4.4.1   to  forbid  placards  or  signs,  television  or  other
                         cameras,  recording  or  amplifying  devices;  and

               9.4.4.2   to  remove  any person who he deems to be disruptive or
                         who  refuses  to  produce  or permit examination of any
                         article  in  his possession or the contents thereof and
                         any  person  who  is  not  a  Member,  proxy  holder,
                         authorised  representative  or  attorney.

     9.5  ADJOURNMENT  OF  GENERAL  MEETING

          9.5.1     The chairman may, with the consent of any General Meeting at
                    which  a  quorum  is present, and must if so directed by the
                    meeting,  adjourn  the meeting from day to day, time to time
                    and  from  place to place, but no business may be transacted
                    at  any  adjourned  meeting  other  than  the  business left
                    unfinished  at  the  meeting from which the adjournment took
                    place.

          9.5.2     When  a  meeting is adjourned for 30 days or more, notice of
                    the  adjourned  meeting  may  be  given as in the case of an
                    original  meeting.

          9.5.3     Except  as  provided  by  Rule 9.5.2, it is not necessary to
                    give  any  notice of an adjournment or of the business to be
                    transacted  at  any  adjourned  meeting.

     9.6  VOTING  AT  GENERAL  MEETING


                                       24
<PAGE>
          At  any  General  Meeting  a resolution put to the vote of the meeting
          must  be decided on a show of hands unless a poll is (before or on the
          declaration  of  the  result  of  the  show  of  hands)  demanded:

          9.6.1     by  the  chairman;

          9.6.2     by  not  less  than five Members having the right to vote at
                    the  meeting;

          9.6.3     by  a Member or Members present who are together entitled to
                    not  less  than  5%  of  the  total voting rights of all the
                    Members  having  the  right  to  vote  at  the  meeting,  or

          9.6.4     by a Member or Members present and holding Shares conferring
                    a  right  to  vote  at the meeting, being shares on which an
                    aggregate  sum has been paid up equal to not less than 5% of
                    the  total  sum  paid  up  on all the Shares conferring that
                    right.

          Unless a poll is properly demanded, a declaration by the chairman that
          a  resolution  has  on  a  show  of  hands  been  carried  or  carried
          unanimously,  or  by  a  particular majority, or lost, and an entry to
          that  effect  in the book containing the minutes of the proceedings of
          the  Company,  is conclusive evidence of the fact without proof of the
          number or proportion of the votes recorded in favour of or against the
          resolution.

     9.7  QUESTIONS  DECIDED  BY  MAJORITY

          Subject  to  the  requirements  of the Corporations Act in relation to
          special  resolutions,  a  resolution  is  taken  to  be carried if the
          proportion  that the number of votes in favour of the resolution bears
          to  the  total  number  of  votes  on the resolution exceeds one-half.

     9.8  POLL

          9.8.1     If  a  poll  is  properly demanded, it must be taken in such
                    manner  and  either  at  once  or  after  an  interval  or
                    adjournment  or  otherwise  as the chairman directs, and the
                    result of the poll is the resolution of the meeting at which
                    the  poll was demanded. In the case of any dispute as to the
                    admission  or  rejection  of  a  vote  the  chairman  shall
                    determine the same and such determination made in good faith
                    shall  be  final  and conclusive. The demand for a poll does
                    not  prevent  the transaction of other business by or at the
                    General  Meeting  pending  the  taking  of  the  poll.

          9.8.2     A  poll  demanded  on  the  election  of the chairman or the
                    adjournment  of  a  meeting  must  be  taken  immediately.

          9.8.3     A  demand  for  a  poll  maybe  withdrawn.

     9.9  EQUALITY  OF  VOTES

          If  there  is an equality of votes, whether on a show of hands or on a
          poll,  the  chairman  of  the meeting is entitled to a casting vote in
          addition to any votes to which the chairman is entitled as a Member or
          proxy  or  attorney  or  representative  of  a  Member.


                                       25
<PAGE>
     9.10 ENTITLEMENT  TO  VOTE

          9.10.1    Subject  to  any  rights  or restrictions for the time being
                    attached  to  any  class  or  classes  of Shares and to this
                    Constitution:

               9.10.1.1  at  meetings  of  Members  or  classes  of Members each
                         Member  entitled to vote may vote in person or by proxy
                         or  attorney  or, where the Member is a body corporate,
                         by  proxy  or  attorney  or  by  representative;

               9.10.1.2  on a show of hands every person present who is a Member
                         or  a proxy, attorney or representative of a Member has
                         one  vote;  and

               9.10.1.3  on  a  poll  every  person  present  who is a Member or
                         proxy,  attorney or representative of a Member has, for
                         each  Share that the person holds or represents (as the
                         case  may  be):

                         -    one  vote  for  each  fully  paid  Share;  and

                         -    that  proportion  of  a  vote  for any partly-paid
                              Share  that  the amount paid (but not credited) on
                              the  partly-paid  Share bears to the total amounts
                              paid  and  payable  (excluding  amounts credited).
                              Amounts paid in advance of a call shall be ignored
                              when  calculating  the  proportion.

                    A  Member  is  not  entitled to vote at a General Meeting in
                    respect  of  the Shares held by the Member and classified as
                    Restricted  Securities  for  so  long  as  any breach by the
                    Member  of  any  restriction  agreement  entered into by the
                    Company  in  relation  to  those  securities  subsists.

          9.10.2    If a Member is present at any meeting of the Company and any
                    one  or  more  proxy,  attorney or representative for such a
                    Member  is also present, or if more than one proxy, attorney
                    or  representative for a Member is present at any meeting of
                    the  company  then no such proxy, attorney or representative
                    is  entitled  to  vote  on a show of hands and on a poll the
                    vote  of each one is of no effect unless each such person is
                    appointed  to  represent  a  specified  proportion  of  the
                    Member's voting rights, not exceeding in the aggregate 100%.

     9.11 JOINT  SHAREHOLDERS'  VOTE

          In  the  case  of joint holders of a Share in the Company, the vote of
          the senior who tenders a vote, whether in person or by proxy, attorney
          or  representative,  must be accepted to the exclusion of the votes of
          the other joint holders and, for this purpose, seniority is determined
          by  the  order  in  which  the  names  stand  in the Register. Several
          personal representatives of a deceased Member in whose name any Shares
          stand  shall  for the purposes of this Rule be deemed joint holders of
          those  Shares.

     9.12 VOTE  OF  SHAREHOLDER  OF  UNSOUND  MIND

          If  a  Member is of unsound mind or is a person whose person or estate
          is liable to be dealt with in any way under the law relating to mental
          health  then the Member's committee or trustee or such other person as


                                       26
<PAGE>
          properly  has  the  management of the Member's estate may exercise any
          rights  of  the  Member  in  relation  to  a General Meeting as if the
          committee,  trustee  or  other  person  were  the  Member.

     9.13 EFFECT  OF  UNPAID  CALL

          A  Member is not entitled to vote at a General Meeting in respect of a
          Share  unless all calls and other sums relating to all calls presently
          payable by the Member in respect of that Share have been paid in full.

     9.14 OBJECTION  TO  VOTING  QUALIFICATIONS

          9.14.1    An  objection  may be raised to the qualification of a voter
                    only  at  the meeting or adjourned meeting at which the vote
                    objected  to  is  given  or  tendered.

          9.14.2    Any  such  objection must be referred to the chairman of the
                    meeting,  whose  decision  is  final.

          9.14.3    A  vote  not disallowed under such an objection is valid for
                    all  purposes.

     9.15 APPOINTMENT  OF  PROXY

          9.15.1    A  Member  who  is  entitled to attend and vote at a General
                    Meeting  of  the  Company  or  at  a meeting of any class of
                    Members  of  the  Company  is  entitled  to appoint a person
                    (whether  a  Member  or not) as the Member's proxy to attend
                    and  vote  in  the  Member's  stead  at  the meeting and any
                    adjournment  thereof.  The  appointment  may  specify  the
                    proportion  or  number of votes that the proxy may exercise.
                    If  a  Member  is  entitled to cast two or more votes at the
                    meeting,  they  may  appoint  two  proxies.  If  the  Member
                    appoints  two  proxies  and the appointment does not specify
                    the  proportion or number of a Member's votes each proxy may
                    exercise,  each  proxy  may exercise half the votes. A proxy
                    has  the  same right to speak at the meeting as the person's
                    appointer  would  have  had  he  been  present  personally
                    including  a  power  for  the  proxy to act generally at the
                    meeting  for  the  person's  appointer.

          9.15.2    An  instrument  appointing  a proxy must be in writing under
                    the  hand  of  the  appointor or of the appointor's attorney
                    duly  authorised  in  writing  or,  if  the  appointor  is a
                    corporation,  under  seal.  An  electronically  transmitted
                    facsimile  of  any instrument appointing a proxy received by
                    the  Company  and  apparently signed by the appointer or the
                    appointer's  attorney  shall  for  the  purposes  of  this
                    Constitution  be  a  sufficient  instrument  of  proxy.

          9.15.3    An  instrument  appointing a proxy may specify the manner in
                    which  the  proxy  is  to  vote  in  respect of a particular
                    resolution  and,  if an instrument of proxy so provides, the
                    proxy  is  not  entitled to vote on the resolution except as
                    specified  in  the  instrument.

          9.15.4    Subject  to  the  Listing  Rules, an instrument appointing a
                    proxy  must  be  in  the form approved by the Directors from
                    time  to  time.

          9.15.5    The Directors must issue with the notice of a meeting a form
                    of  proxy in blank as to the first proxy but may include the
                    name  of  any  suggested  alternative  or  other  proxy. Any
                    instrument  of  proxy  in which the name of the appointee is
                    not  filled  in  will be deemed to be given in favour of the
                    chairman of the meeting to which it relates or to such other
                    person  as  the  Directors  determine.


                                       27
<PAGE>
          9.15.6    A  Member  may by power of attorney in writing under, in the
                    case  of a natural person, his hand and seal and attested to
                    by  a witness, and, in the case of a corporation, its common
                    seal,  appoint  an  attorney who may on behalf of the Member
                    and  within  the  limit  of  the  authority conferred on the
                    attorney  by  such power of attorney attend, act and vote at
                    all General Meetings, appoint a proxy of the Member and sign
                    any  consent which the Member under this Constitution or the
                    Corporations  Act  would  be  required  or entitled to sign.

          9.15.7    The power of attorney under which an attorney first purports
                    to  be  entitled  to  act  on  behalf  of  a Member shall be
                    produced  at  the  Registered  Office (or such other address
                    which is notified to the Member) at least 48 hours before he
                    so  acts  and  the  Secretary shall record the same and such
                    power  of  attorney  when  so recorded shall remain in force
                    until  notice  of  its  revocation  has been received at the
                    registered  office.

     9.16 DEPOSIT  OF  PROXY  AND  OTHER  INSTRUMENTS

          An  instrument  appointing  a proxy may not be treated as valid unless
          the  instrument, and the power of attorney or other authority (if any)
          under  which  the  instrument  is  signed  or  a copy of that power or
          authority certified as a true copy by statutory declaration, is or are
          received  by  the  Company  not less than 48 hours before the time for
          holding  the meeting or adjourned meeting at which the person named in
          the  instrument  proposes  to  vote  at the Registered Office or share
          registry  of  the  Company  or at such other place as is specified for
          that  purpose  in  the  notice  convening  the  meeting.

     9.17 VALIDITY  OF  VOTE  IN  CERTAIN  CIRCUMSTANCES

          A vote given in accordance with the terms of an instrument of proxy or
          of  a power of attorney is valid notwithstanding the previous death or
          unsoundness of mind of the principal, the revocation of the instrument
          (or  of  the  authority under which the instrument was executed) or of
          the  power,  or  the  transfer  of  the  Share in respect of which the
          instrument  or  power  is  given,  if  no intimation in writing of the
          death,  unsoundness  of mind, revocation or transfer has been received
          by  the  Company at its Registered Office or share registry before the
          commencement  of  the  meeting  or  adjourned  meeting  at  which  the
          instrument  is  used  or  the  power  is  exercised.

     9.18 DIRECTOR  ENTITLED  TO  NOTICE  OF  MEETING

          Each  Director  is  entitled  to  receive  notice of and to attend all
          General  Meetings  and all separate General Meetings of the holders of
          any  class  of  Shares  and  is  entitled  to speak at those meetings.

10   THE  DIRECTORS

     10.1 NUMBER  AND  APPOINTMENT  OF  DIRECTORS

          10.1.1    The  number  of  Directors must be such number not less than
                    three  and  not  more  than  ten as the Directors determine,
                    provided that the number so determined must not be less than
                    the  number of Directors when the determination takes effect


                                       28
<PAGE>
                    and  the Directors in office at the time of adoption of this
                    Constitution  will  continue  in  office  subject  to  this
                    Constitution.  All  Directors  shall  be natural persons. At
                    least  two  Directors  must be persons who ordinarily reside
                    within  Australia.

          10.1.2    The Company in General Meeting may by resolution increase or
                    reduce  the  number  of  Directors,  and may, subject to the
                    Listing Rules, also determine in what rotation the increased
                    or  reduced  number  is  to  go  out  of  office.

          10.1.3    Subject  to  Rule 12.12.1, at each annual general meeting of
                    the  Company  one-third of the Directors for the time being,
                    or,  if  their  number is not three nor a multiple of three,
                    then  the  number  nearest one-third, and any other Director
                    who has held office (without re-election) for three years or
                    more  (except  the  Managing  Director),  must  retire  from
                    office. The retirement of a Director under this Rule or Rule
                    10.4, and the re-election of the Director or the election of
                    another  person  to  that  office,  as the case may be, take
                    effect  at  the  conclusion  of  the  meeting  at  which the
                    retirement  and  re-election  or  election  occur.

                    If  the  vacated  office  is  not  filled  and  the retiring
                    Director  has  offered himself for re-election, the retiring
                    Director  will  be deemed to have been re-elected unless, at
                    the  General  Meeting  at  which  the  Director  retires:

               10.1.3.1  it is resolved not to fill the vacated office, or

               10.1.3.2  the  resolution  for the re-election of the Director is
                         put  and  lost.

          10.1.4    A  retiring  Director  is  eligible  for  re-election.

          10.1.5    The  Directors  to retire at any annual general meeting must
                    be  those  who  have been longest in office since their last
                    election,  but,  as  between persons who became Directors on
                    the  same  day,  those to retire must (unless they otherwise
                    agree  among  themselves)  be  determined  by  lot.

          10.1.6    The  Company may, at the General Meeting at which a Director
                    retires, by resolution fill the vacated office by electing a
                    person  to  that  office.

          10.1.7    No  person  is  eligible  for  election as a Director at any
                    General  Meeting  of  the  Company unless a nomination and a
                    consent  to  nomination signed by the person has been lodged
                    at  the  Registered  Office  at  least:

               10.1.7.1  in the case of a person recommended for election by the
                         Directors,  35  Business  Days  before  such  General
                         Meeting,  and

               10.1.7.2  in any other case, 35 Business Days before such General
                         Meeting.

     10.2 QUALIFICATIONS  OF  DIRECTORS

          10.2.1    A  Director  is  not  required  to  hold  any  Shares.


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<PAGE>
          10.2.2    A person of or over the age of 72 years may not be appointed
                    or  re-appointed  as a Director except pursuant to a special
                    resolution  of  the  Company  in  accordance  with  the
                    Corporations  Act.

     10.3 CASUAL  VACANCY

          10.3.1    The  Directors  may  at  any time appoint any person to be a
                    Director,  either to fill a casual vacancy or as an addition
                    to  the  existing Directors, but so that the total number of
                    Directors  does not at any time exceed the number determined
                    in  accordance  with  Rule  10.1.

          10.3.2    Any  Director  appointed  under  Rule  10.3.1,  other than a
                    Director  appointed  as  the Managing Director, holds office
                    until  the next annual general meeting of the Company and is
                    then  eligible  for  re-election but is not to be taken into
                    account  in  determining  the Directors who are to retire by
                    rotation  at  that  meeting.

     10.4 REMOVAL  OF  DIRECTOR

          10.4.1    The  Company  in  General Meeting may in accordance with the
                    Corporations  Act:

               10.4.1.1  remove any Director, and

               10.4.1.2  appoint a person as a Director.

          10.4.2    Any  Director  appointed under Rule 10.4.1 is to be treated,
                    for  the  purpose  of  determining  the  time  at which that
                    Director  or  any  other  Director  is to retire, as if that
                    Director  had  become  a  Director  on  the day on which the
                    Director in whose place that Director was appointed was last
                    elected  a  Director.

          10.4.3    The  office  of a Director immediately becomes vacant if the
                    Director:

               10.4.3.1  is  prohibited  by the Corporations Act from continuing
                         as  a  Director;

               10.4.3.2  is  liable  to  pay  a  call  but does not pay the call
                         within  21  days after the date on which it is payable;

               10.4.3.3  becomes  bankrupt  or  makes any general arrangement or
                         composition  with  his  or  her  creditors;

               10.4.3.4  resigns by notice in writing to the Company; or

               10.4.3.5  is  absent  from  Directors'  meetings  for  three
                         consecutive  months  without  leave of absence from the
                         Directors.

     10.5 REMUNERATION  OF  DIRECTORS



                                       30
<PAGE>
          10.5.1    Subject  to  the  Listing Rules, the Directors (other than a
                    Managing  Director  or  an  Executive  Director  whether  by
                    employment  or  consultancy) may be paid as remuneration for
                    their  services,  an  aggregate  maximum  sum per annum (not
                    being  a  commission  on  or  a  percentage  of  profits  or
                    operating  revenue)  as  determined from time to time by the
                    Company in General Meeting, such sum to be divided among the
                    Directors  in  such  proportion  and manner as the Directors
                    determine  from  time  to  time  and,  in  default  of  such
                    determination,  equally.  The initial determination shall be
                    fixed  at  not  more than $300,000 in aggregate per year for
                    the non-executive Directors and Chairman. In addition to any
                    such  amounts  so  determined in General Meeting the Company
                    may  pay  any  goods  and  services  tax,  superannuation
                    contributions  payable  or  levied  in  respect  of any such
                    remuneration, or insurance premium paid or agreed to be paid
                    under  Rule  21.

          10.5.2    The  Directors' remuneration is deemed to accrue from day to
                    day.  The notice convening the General Meeting to grant such
                    approval  must  set  out  the amount of the increase and the
                    maximum  aggregate  amount  the  Directors  may  be  paid.

          10.5.3    If  a  Director,  being  willing, renders or is called on to
                    perform  extra services, or to make any special exertions in
                    going  or  residing abroad or otherwise for the Company, the
                    Company  may  remunerate that Director by payment of a fixed
                    sum determined by the Directors and that remuneration may be
                    either in addition to or in substitution for that Director's
                    share  in  the  remuneration  provided  for  in Rule 10.5.1.

          10.5.4    The Company must pay all travelling, accommodation and other
                    expenses  properly  incurred  by  a  Director  in attending,
                    participating  in  and  returning  from  meetings  of  the
                    Directors  or  any  committee  of  the  Directors or General
                    Meetings  of the Company or otherwise in connection with the
                    business  of  the  Company.

          10.5.5    Subject  to  compliance  with  the  Corporations Act and the
                    Listing  Rules,  the  Company  may give a prescribed benefit
                    including  an  exempt benefit to a person in connection with
                    the  retirement  of  a  person  from  a prescribed office in
                    relation  to  the  Company.

     10.6 DIRECTORS'  RETIREMENT

          10.6.1    The following provisions shall apply in relation to payments
                    by the Company of retiring allowances to Directors who cease
                    to  hold  office  as  such:

               10.6.1.1  the  Directors  may  cause the Company to make any such
                         payment  by  way  of pension or lump sum in relation to
                         any  Director  who ceases to hold office whether by way
                         of  retirement,  death  or  otherwise;

               10.6.1.2  any  such  payment  to  a  Director  shall  be  made:

                         -    under  an  agreement  between the Company and that
                              Director  or in such other manner as the Directors
                              determine;  and

                         -    to  the  Director  himself  or, if he has died, to
                              either  his legal personal representatives or such
                              of  his  dependants,  as  the  Directors  shall
                              determine;

                         -    the amount of such payment shall be determined, by
                              the Directors in their absolute discretion and may
                              exceed  the  payment  limit referred to in Section
                              200G of the Corporations Act provided however that
                              any  payment  which  exceeds  that  amount and any
                              agreement  under  which  such payment is made have
                              been  approved  by  a resolution of the Company in
                              General  Meeting.


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<PAGE>
          10.6.2    For  the  purposes  of  Rule  10.6.1  "dependants" means any
                    person  who  in the opinion of the Directors was financially
                    dependent  upon  a  Director at the time of the death of the
                    Director.

     10.7 DIRECTORS'  INTERESTS

          10.7.1    No Director is disqualified by the Director's office and the
                    fiduciary  relationship  established from holding any office
                    or  place  of  profit (other than that of Auditor) under the
                    Company.  Subject  to  the  Corporations Act and the Listing
                    Rules,  any  Director  may:

               10.7.1.1  be  or become a director of or otherwise hold office or
                         a  place of profit in any other company promoted by the
                         company  or  in  which the Company may be interested as
                         vendor,  shareholder  or  otherwise;

               10.7.1.2  contract  or  make  any arrangement with the Company or
                         any company in which the Company shall be a shareholder
                         or  otherwise interested, whether as vendor, purchaser,
                         broker,  underwriter,  solicitor or accountant or other
                         professional  person  or  otherwise and any contract or
                         arrangement  entered  or  to  be  entered into by or on
                         behalf  of  the Company in which any Director is in any
                         way  interested  is  not  avoided  for that reason; and

               10.7.1.3  participate  in  any  association,  institution,  fund,
                         trust  or  scheme  for  past  or  present  employees or
                         Directors  of  the Company, a related body corporate or
                         any  of  their  respective  predecessors in business or
                         their  dependents  or  persons  connected  with  them.

          10.7.2    Any  Director  who:

               10.7.2.1  holds any office or place of profit under the Company,

               10.7.2.2  holds any office or place of profit referred to in Rule
                         10.7.1.1,

               10.7.2.3  is involved in a contract or arrangement referred to in
                         Rule  10.7.1.2,  or

               10.7.2.4  participates  in an association or otherwise under Rule
                         10.7.1.3,

               is  not  because  only  of  any  of  those  facts or any interest
               resulting from it or the fiduciary relationship established by it
               liable  to  account  to the Company for any remuneration or other
               benefits  accruing  from  it.

          10.7.3    Each Director must disclose that Director's interests to the
                    Company  and  the Secretary must record any such declaration
                    in  the  minutes  of the relevant meeting or pursuant to the
                    Corporations  Act.  The  Company  must  advise  the exchange
                    without  delay  of  any  material  contract  involving  the
                    Director's  interests  in accordance with the listing Rules.


                                       32
<PAGE>
          10.7.4    Except  as  permitted by the Corporations Act and subject to
                    the Listing Rules, a Director who has directly or indirectly
                    a  material  personal  interest  in  a  matter that is being
                    considered at a meeting of the Directors, or of any of them,
                    must  not vote on or in relation to the matter. The Director
                    may  be  counted  in  the  quorum  present at any Director's
                    meeting  at  which  such  contract,  proposed  contract  or
                    arrangement is considered if the Director is permitted under
                    the  Corporations  Act to be present during consideration of
                    the  matter.

          10.7.5    Subject  to  the Corporations Act and the Listing Rules, the
                    restrictions  contained  in  Rule  10.7.4 may at any time or
                    times  be  suspended  or  relaxed  to  any extent and either
                    prospectively  or  retrospectively  by  resolution  of  the
                    Company  in  General  Meeting.

          10.7.6    A  Director  or  a Director's firm may act in a professional
                    capacity  (other  than  as  Auditor)  for  the Company and a
                    Director  or  a  Director's firm is entitled to remuneration
                    for  professional  services as if the relevant Director were
                    not  a  Director.

          10.7.7    A Director may, notwithstanding the Director's interest, and
                    whether  or  not  the  Director is entitled to vote, or does
                    vote,  participate  in the execution of any instrument by or
                    on  behalf  of  the  Company  and  whether  through signing,
                    sealing or delivering the instrument or otherwise and no act
                    of  the Company is invalid or voidable by reason only of the
                    failure  of  a  Director  to  comply  with  Rule  10.7.4.

11   POWERS  AND  DUTIES  OF  DIRECTORS

     11.1 DIRECTORS  TO  MANAGE  COMPANY

          11.1.1    Subject  to  the  Corporations Act, the Listing Rules and to
                    any  other  provision  of this Constitution, the business of
                    the  Company  is  to  be  managed  by the Directors, who may
                    exercise  all such powers of and do all such acts and things
                    as  are not, by the Corporations Act or the Listing Rules or
                    by  this  Constitution,  required  to  be  exercised  by the
                    Company  in  General  Meeting.

          11.1.2    Without  limiting  the  generality  of  Rule  11.1.1,  the
                    Directors  may  exercise  all  the  powers of the Company to
                    borrow  or  raise  money, to secure the payment of money, to
                    charge  any property, business or undertaking of the Company
                    (both  present  and  future)  or  all or any of its uncalled
                    Capital  and to issue debentures or give any other security,
                    guarantee  or  indemnity for a debt, liability or obligation
                    of  the  Company  or  of  any  other  person.

          11.1.3    The  Directors  may raise or secure the payment or repayment
                    of  moneys  or  any  debt,  liability  or obligation in such
                    manner  and  on such terms and conditions in all respects as
                    they  may  determine  and  in  particular  by  the  issue of
                    debentures, debenture stock (perpetual or otherwise), bonds,
                    notes or other securities or debt instruments the payment of
                    which  may  be charged on all or any part of the property of
                    the Company (both present and future) including its uncalled
                    capital  for  the  time  being.


                                       33
<PAGE>
          11.1.4    Debentures,  debenture  stock,  bonds,  notes  or  other
                    securities  or  debt instruments may be made assignable free
                    from any equities between the Company and the person to whom
                    the  same  may  be  issued.

          11.1.5    Any  debentures,  debenture  stock,  bonds,  notes  or other
                    securities  or  debt  instruments  may  be  issued  at  the
                    discretion  of  the  Directors  at  a  discount,  premium or
                    otherwise  and with any special privileges as to redemption,
                    surrender,  drawings,  allotment  of  shares,  attending and
                    voting  at  general  meetings of the Company, appointment of
                    Directors  and  otherwise.

     11.2 APPOINTMENT  OF  ATTORNEY

          11.2.1    The  Directors may, by power of attorney, appoint any person
                    or  persons  to  be the attorney or attorneys of the Company
                    for  such  purposes  and  with  such powers, authorities and
                    discretions  (being  powers,  authorities  and  discretions,
                    vested  in  or  exercisable  by  the Directors) and for such
                    period  and  subject  to  such conditions as they think fit.

          11.2.2    Any  such  power of attorney may contain such provisions for
                    the  protection  and convenience of persons dealing with the
                    attorney  as  the Directors think fit and may also authorise
                    the  attorney  to  delegate  all  or  any  of  the  powers,
                    authorities  and  discretions  vested  in  the  attorney.

     11.3 MINUTES

          11.3.1    The  Directors  must  cause  minutes  to  be  made:

               11.3.1.1  of the names of the Directors present at or involved in
                         all General Meetings and all meetings of the Directors;
                         and

               11.3.1.2  of  all proceedings of General Meetings and of meetings
                         of  Directors,

               and cause those minutes to be entered, within one month after the
               relevant  meeting  is  held,  in  the  minute  book.

               11.3.2    The  minutes  referred to in Rule 11.3.1 must be signed
                         by the chairman of the meeting at which the proceedings
                         took  place  or  by the chairman of the next succeeding
                         meeting.

     11.4 EXECUTION  OF  COMPANY  CHEQUES,  ETC.

          All  cheques, promissory notes, bankers' drafts, bills of exchange and
          other  negotiable  instruments, and all receipts for money paid to the
          Company,  must  be  signed,  drawn,  accepted,  endorsed  or otherwise
          executed,  as  the  case may be, in such manner and by such persons as
          the  Directors  determine  from  time  to  time.

     11.5 DELEGATION

          11.5.1    Except  for  the  power to attend and to vote at meetings of
                    directors  the  Directors  may delegate to any person any of
                    the  powers,  authorities  and  discretions  vested  in  or
                    exercisable  by  the  Directors,  other  than  this power of
                    delegation,  for  such purposes, for such period and subject
                    to  such  conditions  as  they  think  fit.


                                       34
<PAGE>
          11.5.2    The  terms  and conditions of any such delegation may be set
                    out  in  an instrument under the Seal and the instrument may
                    contain  such  provisions for the protection and convenience
                    of  persons dealing with the delegate as the Directors think
                    fit.

     11.6 PERSONAL  LIABILITY

          If  the  Directors  or  any  of them or any other person becomes or is
          about to become personally liable for the payment of any sum primarily
          due  from  the  Company,  the  Directors  may  execute  or cause to be
          executed  any mortgage, charge or security over or affecting the whole
          or  any  part  of the property, business or undertaking of the Company
          (including  its  uncalled  capital)  by way of indemnity to secure the
          Directors  or  person  so  becoming liable from any loss in respect of
          such  liability.

12   PROCEEDINGS  OF  DIRECTORS

     12.1 DIRECTORS'  MEETINGS

          12.1.1    The Directors may meet together for the dispatch of business
                    and  adjourn  and  otherwise regulate their meetings as they
                    think  fit.

          12.1.2    A  Director  may  at any time, and the Secretary must on the
                    requisition  of  a  Director,  convene  a  meeting  of  the
                    Directors.

          12.1.3    At  least  48 hours notice of a meeting of Directors must be
                    given  to  each  Director.  Notice  need  not  be given to a
                    Director  who  is  on  leave  of  absence approved of by the
                    Directors  although  if  that  Director  has  an  Alternate
                    Director  duly appointed under this Constitution then notice
                    must  be  given  to  that Alternate Director. A Director may
                    waive notice of a meeting by giving notice to the Company to
                    that  effect.

          12.1.4    An  electronically transmitted e-mail, facsimile or telex of
                    any  notice  required  to  be  given  to a Director or to an
                    Alternate  Director  pursuant  to  this  Constitution  is
                    sufficiently  given  if  it  is  sent  or transmitted to any
                    e-mail  address,  telex  or facsimile number supplied by the
                    Director  to  the  Company.

          12.1.5    The  accidental  omission  to  give notice of any meeting of
                    Directors  or  the  non-receipt  of  any  such notice by any
                    Director  or Alternate Director does not invalidate any act,
                    or  resolution  passed,  at  a  Directors'  meeting.

     12.2 QUESTIONS  DECIDED  BY  MAJORITY

          12.2.1    Subject to this Constitution, questions arising at a meeting
                    of  Directors  are  to  be decided by a majority of votes of
                    Directors  involved  and voting and any such decision is for
                    all  purposes  deemed  a  decision  of  the  Directors.


                                       35
<PAGE>
          12.2.2    An  Alternate  Director involved in any meeting of Directors
                    has  one  vote for each Director for which that person is an
                    Alternate Director and if that person is also a Director has
                    one  vote  as  a  Director.

     12.3 AUTHORITY  AND  DECISIONS  OF  DIRECTORS

          12.3.1    A  meeting  of  Directors  at  which a quorum is present may
                    exercise  all the authorities, powers and discretions vested
                    in  or  exercisable by the Directors generally or under this
                    Constitution.  Questions  arising  at a meeting of Directors
                    must be decided by a majority of votes cast by the Directors
                    present  and entitled to vote on the matter. The decision is
                    for  all  purposes  a  decision  of  the  Directors.

          12.3.2    In  the  event  of  an equality of votes the chairman of the
                    meeting  has in addition to his deliberative vote, a casting
                    vote,  except  where  only  two  Directors  are  present and
                    entitled  to  vote  on  a  question.  The  chairman  has  a
                    discretion both as to whether or not to use the casting vote
                    and  as  to  the  way  in  which  it  is  used.

     12.4 ALTERNATE  DIRECTORS

          12.4.1    A  Director  may  with  the  approval of the other Directors
                    appoint  a  person  (not  being  the  Auditor  or a partner,
                    employer or employee of the Auditor, and whether a Member or
                    not)  to  be  an  Alternate Director in the Director's place
                    during  such  period  as  the  Director  thinks  fit.

          12.4.2    An  Alternate Director is entitled to notice of all meetings
                    of  the  Directors  and, if the appointor is not involved in
                    such  a  meeting, is entitled to participate and vote in the
                    appointor's  stead. An Alternate Director may instead of the
                    appointer  exercise  any  powers  that  the  appointor  may
                    exercise and in the exercise of any such power the Alternate
                    Director  is  an officer of the Company and is deemed not to
                    be  an  agent  of  the  appointor.

          12.4.3    An  Alternate Director is not required to hold any Shares.

          12.4.4    An  Alternate  Director  is  subject  in all respects to the
                    conditions  attaching to the Directors generally except that
                    the  Alternate  Director is not entitled to any remuneration
                    under  Rule  10.5.1  otherwise  than  from  the  Alternate
                    Director's  appointor.

          12.4.5    The  appointment  of an Alternate Director may be terminated
                    at any time by the appointor notwithstanding that the period
                    of  the  appointment  of  the  Alternate  Director  has  not
                    expired,  and  automatically  terminates  if  the  appointor
                    vacates  office  as  a  Director.

          12.4.6    An  appointment,  or the termination of an appointment other
                    than  pursuant to Rule 12.4.5, of an Alternate Director must
                    be  effected  by  a notice in writing signed by the Director
                    who makes or made the appointment and served on the Company.

          12.4.7    The  notice  of appointment or termination of appointment of
                    an  Alternate  Director  may  be  served  on  the Company by
                    leaving  it  at the Registered Office or by forwarding it by
                    facsimile  transmission  to the Registered Office and in the
                    case  of a facsimile transmission, the appearance at the end
                    of  the  message  of  the name of the Director appointing or
                    terminating  the appointment is sufficient evidence that the
                    Director  has  signed  the  notice.


                                       36
<PAGE>
     12.5 QUORUM  FOR  DIRECTOR'S  MEETING

          At  a  meeting of Directors, the number of Directors whose involvement
          is  necessary  to constitute a quorum is two or such greater number as
          is  determined  by  the  Directors  from  time  to  time. An Alternate
          Director  is  entitled  (in addition to being counted in the quorum in
          his own capacity if be is also a Director) to be counted in the quorum
          separately  for  each  capacity  in which he is present at the meeting
          unless  the  Director  for  whom  be  has  been appointed alternate is
          present  at  the  meeting.

     12.6 REMAINING  DIRECTORS  MAY  ACT

          In  the event of a vacancy or vacancies in the office of a Director or
          offices of Directors, the remaining Director or Directors may act but,
          if the number of remaining Directors is not sufficient to constitute a
          quorum  at  a  meeting of Directors, they may act only for the purpose
          of:

          12.6.1    increasing the number of Directors to a number sufficient to
                    constitute  such  a  quorum;  or

          12.6.2    convening  a  General  Meeting  of  a  Company.

     12.7 CHAIRMAN  OF  DIRECTORS

          12.7.1    The  Directors must elect one of their number as chairman of
                    their  meetings  and  may determine the period for which the
                    person  elected as chairman is to hold office. The Directors
                    may  also  elect  one  of their number as deputy-chairman of
                    their  meetings  and  may determine the period for which the
                    person  elected  as  deputy-chairman  is  to  held  office.

          12.7.2    When  a  Directors'  meeting  is  held  and:

               12.7.2.1  a  chairman  has  not  been elected as provided by Rule
                         12.7.1;  or

               12.7.2.2  the chairman is not present within 10 minutes after the
                         time  appointed  for  the  holding of the meeting or is
                         unable  or  unwilling  to  act,

               the deputy-chairman (if any) must act as chairman of the meeting.
               If  there is no such person or that person is absent or unable or
               unwilling  to act, the Directors involved must elect one of their
               number  to  be  a  chairman  of  the  meeting.

     12.8 DIRECTORS'  COMMITTEES

          12.8.1    The  Directors  may delegate any of their powers, other than
                    powers  required  by  law to be dealt with by directors as a
                    board  and  this  power  of  delegation,  to  a committee or
                    committees  consisting  of  at least one of their number and
                    such  other  persons  as they think fit, and may revoke such
                    delegation.  Such  a  committee  may  consist  of  only  one
                    Director.


                                       37
<PAGE>
          12.8.2    A  committee to which any powers have been so delegated must
                    exercise  the  powers  delegated  in  accordance  with  any
                    directions  of  the  Directors  and  a power so exercised is
                    deemed  to  have  been  exercised  by  the  Directors.

          12.8.3    The  members  of  such  a  committee  may elect one of their
                    number  as  chairman  of  their  meetings.

          12.8.4    If  such  a  meeting  is  held  and:

               12.8.4.1  a  chairman  has  not  been elected as provided by Rule
                         12.8.4;  or

               12.8.4.2  the chairman is not present within 10 minutes after the
                         time  appointed  for  the  holding of the meeting or is
                         unable  or  unwilling  to  act,

               the members involved may elect one of their number to be chairman
               of  the  meeting.

          12.8.5    A  committee  may  meet  and  adjourn as it thinks proper. A
                    meeting of the committee may be held in accordance with Rule
                    12.9.1.

          12.8.6    Where  a  committee consists of two or more members a quorum
                    is  any  two  members or such larger number as the committee
                    itself  determines.

          12.8.7    Questions  arising  at  a  meeting  of a committee are to be
                    determined  by  a  majority of votes of the members involved
                    and  voting.

          12.8.8    In  the  event  of  there  being  an  equality of votes, the
                    chairman,  in  addition to the chairman's deliberative vote,
                    has  a  casting  vote.

     12.9 WRITTEN  RESOLUTION  BY  DIRECTORS

          12.9.1    A  resolution in writing signed by all the Directors who are
                    entitled  to  receive  notice of a meeting of Directors, not
                    being  less  than  the  number  of  Directors  required  to
                    constitute  a  quorum,  who  are  eligible  to  vote  on the
                    resolution,  and  which  contains  a  statement  that  the
                    Directors  are  in favour of the resolution, is as valid and
                    effectual  as  if  it  had  been  passed at a meeting of the
                    Directors  held  at the time when the written resolution was
                    last  signed  by  an  eligible  Director.  The  minutes  of
                    directors'  meeting  must  record that a meeting was held in
                    accordance  with  this  Rule.

          12.9.2    Any  resolution  under  Rule  12.9.1  may consist of several
                    documents in like form, each signed by one or more Directors
                    and  may  be  in  the  form  of  a  facsimile  transmission.

     12.10  DIRECTORS'  MEETINGS  BY  PHONE  ETC

          12.10.1   The  Directors may conduct meetings by which resolutions may
                    be  passed  and a quorum constituted without Directors being
                    in  the  physical  presence of other Directors provided that
                    all the Directors involved in the meeting are simultaneously
                    able  to  hear  each other and to participate in discussion.


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<PAGE>
          12.10.2   Rule 12.10.1 applies to meetings of Directors' committees as
                    if  all  members  were  Directors.

     12.11  VALIDITY  OF  ACTS  OF  DIRECTORS

          All  acts  done  by  any meeting of the Directors or of a committee of
          Directors  or  by any person acting as a Director are, notwithstanding
          that  it  is  afterwards  discovered that there was some defect in the
          appointment of a person to be a Director or a member of the committee,
          or  to  act  as  a  Director,  or  that  a  person  so  appointed  was
          disqualified  or  not  entitled to vote, as valid as if the person had
          been  duly  appointed  and  was  qualified to be a Director or to be a
          member  of  the  committee  and  entitled  to  vote.

     12.12  APPOINTMENT  OF  MANAGING  AND  EXECUTIVE  DIRECTORS

          12.12.1   The  Directors  may from time to time appoint one or more of
                    their number to the office of Managing Director or any other
                    office  (other than Auditor) or employment under the Company
                    for such period (but not for life) and on such terms as they
                    think  fit.  A  Director (other than a Managing Director) so
                    appointed  is  referred  to  in  this  Constitution  as  an
                    Executive  Director. The Directors may, subject to the terms
                    of  any  contract  between  the  relevant  Director  and the
                    Company, at any time remove or dismiss any Managing Director
                    or  Executive  Director from that office and appoint another
                    Director  in  that  place.

          12.12.2   The  Managing  Director,  or,  if  there  is  more  than one
                    managing  director,  only  one  managing  director,  is  not
                    subject to retirement by rotation. If there is more than one
                    managing  director  the  Board  will  decide  which managing
                    director  will not be subject to retirement by rotation, and
                    once  determined,  that  managing  director will retain that
                    benefit  for  the  duration  of  their  appointment. The non
                    retiring  managing director is not counted under Rule 10.1.3
                    for  determining  the  rotation  of  retirement of the other
                    Directors.

          12.12.3   If  more  than one Managing Director is appointed, they hold
                    office  jointly.

          12.12.4   A Managing or Executive Director's appointment automatically
                    terminates  if he ceases from any cause to be a Director. If
                    a  Managing  or Executive Director is suspended from office,
                    he  will not be entitled to attend or vote at any meeting of
                    Directors.

     12.13  REMUNERATION  OF  MANAGING  AND  EXECUTIVE  DIRECTORS

          The  remuneration  of  a Managing Director or of an Executive Director
          may  from  time to time be fixed by the Directors and may be by way of
          salary  or  commission or participation in profits or by all or any of
          these  modes  but  may  not  be by a commission on, or a percentage of
          operating  revenue.

     12.14  POWERS  OF  MANAGING  AND  EXECUTIVE  DIRECTORS

          12.14.1   The  Directors  may,  on  such terms and conditions and with
                    such  restrictions  as  they think fit, confer on a Managing
                    Director  or  an  Executive  Director  any  of  the  powers
                    exercisable  by  them.


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<PAGE>
          12.14.2   Any powers so conferred may be concurrent with, or be to the
                    exclusion  of,  the  powers  of  the  Directors.

          12.14.3   The  Directors  may  at any time withdraw or vary any of the
                    powers  so  conferred on a Managing Director or an Executive
                    Director.

          12.14.4   A Managing Director or an Executive Director may, subject to
                    any  terms,  conditions  or  restrictions  imposed  by  the
                    Directors,  delegate  to  a  person  or committee any of the
                    powers  conferred  on  the  Managing  Director  or Executive
                    Director  by  the  Directors,  other  than  this  power  of
                    delegation.

13   SECRETARY

     13.1 APPOINTMENT  OF  SECRETARY

          There  must be at least one Secretary who must be a natural person who
          has  attained  the  age  of  18  years  and  who ordinarily resides in
          Australia  who  may  be  appointed by the Directors, for such term, at
          such  remuneration  and  on  such  conditions  as  they  think  fit.

     13.2 SUSPENSION  AND  REMOVAL  OF  SECRETARY

          The  Directors  have  power  to  suspend  or  remove  a  Secretary.

     13.3 POWERS,  DUTIES  AND  AUTHORITIES  OF  SECRETARY

          The  Directors  may  vest  in  a  Secretary  such  powers,  duties and
          authorities  as  they  may from time to time determine and a Secretary
          must  exercise all such powers and authorities subject at all times to
          the  control  of  the  Directors.

     13.4 SECRETARY  TO  ATTEND  MEETINGS

          A  Secretary  is  entitled to attend all meetings of the Directors and
          all  general  meetings  of the Company and may be heard on any matter.

     13.5 VALIDITY  OF  ACTS

          The  acts of a Secretary are valid notwithstanding any defect that may
          afterwards  be  discovered  in  his  appointment  or  qualification.

14   SEALS  AND  EXECUTION  OF  DOCUMENTS

     14.1 CUSTODY  OF  COMMON  SEAL

          The  Directors  must  provide  a  common seal for the Company and must
          provide  for  the  safe  custody  of  the  common  seal.

     14.2 EXECUTION  OF  DOCUMENTS

          14.2.1    The  Company  may  execute a document without using a common
                    seal  if  the  document  is  signed  by

               14.2.1.1  two  Directors;  or

               14.2.1.2  a Director and a Secretary.


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<PAGE>
          14.2.2    The  common  seal  may  be used only by the authority of the
                    Directors,  or of a committee of the Directors authorised by
                    the  Directors  to authorise the use of the common seal, and
                    every  document  to which the common seal is affixed must be
                    signed  by  a  Director  and  be  countersigned  by  another
                    Director,  a  Secretary  or  another person appointed by the
                    Directors  to  countersign  that  document  or  a  class  of
                    documents  in  which  that  document  is  included.

          14.2.3    If  the  affixing  of  the common seal to a document or to a
                    class  of  documents has not been authorised as contemplated
                    by Rule 14.2.2 before being affixed to the document or class
                    of  document  but  the  Directors  or a properly constituted
                    committee  of  Directors ratifies the affixing of the common
                    seal  to  that  document  or  class  of  documents, then the
                    affixing  of  the  common  seal to that document or class of
                    documents  will  be  deemed  to  have been authorised at and
                    immediately  before  the  time  it  was  so  affixed.

     14.3 USE  OF  OFFICIAL  SEALS

          14.3.1    The  Company may have for use outside the State, in place of
                    the  common  seal, one or more official seals, each of which
                    must  be  a facsimile of the common seal of the Company with
                    the addition on its face of the name of every place where it
                    is  to  be  used.

          14.3.2    The  following  provisions  apply  to  the  official  seal:

               14.3.2.1  the  Company  may  by  writing  under  its  common seal
                         empower  a  person  in  a  place either generally or in
                         respect  of  a  specified  matter to affix its official
                         seal  for  that  place  to  any instrument to which the
                         Company  is  a  party;

               14.3.2.2  the  person  affixing any official seal must in writing
                         under  his hand on the instrument to which the official
                         seal  is affixed certify the date and place of affixing
                         the  official  seal;  and

               14.3.2.3  an  instrument  to  which  the  official  seal  is duly
                         affixed binds the Company as if it had been sealed with
                         the  common  seal  of  the  Company.

     14.4 USE  OF  CERTIFICATE  SEALS

          14.4.1    The  Company  may  have a duplicate common seal known as the
                    certificate seal and which must be a facsimile of the common
                    seal  of  the  Company  with the addition on its face of the
                    words  "Certificate Seal" and any document issued under such
                    certificate  seal  is  deemed  to  be sealed with the common
                    seal.

          14.4.2    The  Directors  may  determine  the  manner  in  which  the
                    certificate  seal  is  to  be affixed to any document and by
                    whom  a  document  to  which the certificate seal is affixed
                    must  be  signed.

          14.4.3    The only documents on which the certificate seal may be used
                    are  Share  or  stock  unit  certificates,  debentures  or
                    certificates of debenture stock, secured or unsecured notes,
                    option  certificates  and any other documents evidencing any
                    options  or  rights  to  take up any shares in, or debenture
                    stock  or  debentures  or  notes  of,  the  Company.


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<PAGE>
     14.5 FACSIMILE  SIGNATURE

          The  Directors may determine (either generally or in a particular case
          and  in  any  event subject to such conditions as they think fit) that
          wherever a signature is required by this Constitution on a document to
          or  in which the common seal, the certificate seal or an official seal
          is  affixed  or  incorporated,  that requirement may be satisfied by a
          facsimile  of the signature affixed by mechanical, electronic or other
          means.

     14.6 BINDING  EFFECT  OF  SEALED  DOCUMENTS

          Any  document being the common seal, certificate seal or official seal
          of the Company will if issued for valuable consideration be binding on
          the Company notwithstanding any irregularity touching the authority of
          the  Directors  to  issue  the same or the circumstances of its issue.

15   INSPECTION  OF  RECORDS

     INSPECTION  BY  MEMBERS

          Except  as  otherwise  required by the Corporations Act, the Directors
          may  determine whether and to what extent, and at what time and places
          and  under what conditions, the accounting records and other documents
          of  the  Company  or  any  of  them  will be open to the inspection of
          Members  other than Directors, and a Member other than a Director does
          not  have  the  right to inspect any document of the Company except as
          provided  by  law  or authorised by the Directors or by the Company in
          General  Meeting.

16   DIVIDENDS  AND  RESERVES

     16.1 DECLARATION  OF  DIVIDEND

          Subject  to  the  rights  of  persons (if any) entitled to Shares with
          special  rights to dividend, the Directors may declare final dividends
          in accordance with the Corporations Act and may in accordance with the
          Listing  Rules  fix  times  for  entitlement  to  and  the  payment or
          crediting  by  the  Company  to  the  Members  of such a dividend. The
          payment of a final dividend does not require confirmation by a General
          Meeting.

     16.2 DIRECTORS  MAY  AUTHORISE  INTERIM  DIVIDEND

          The Directors may, in accordance with the Listing Rules, authorise the
          payment  or  crediting  by  the Company to the Members of such interim
          dividends as appear to the Directors to be justified by the profits of
          the  Company.  A  declaration  by  the  Directors  as to the amount of
          profits available for dividends shall be conclusive. The Directors may
          also  pay  any  preferential dividend on Shares issued upon terms that
          the preferential dividends thereon will be payable on fixed dates. The
          payment  of  any  preferential  dividend  or interim dividend does not
          require  confirmation  by  a  General  Meeting.


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<PAGE>
     16.3 NO  INTEREST  ON  DIVIDENDS

          Interest  may  not  be paid by the Company in respect of any dividend,
          whether  final  or  interim.

     16.4 RESERVES  AND  PROFITS  CARRIED  FORWARD

          16.4.1    The  Directors may, before declaring any dividend, set aside
                    out  of  the  profits of the Company such sums as they think
                    proper  reserves,  to  be  applied  at the discretion of the
                    Directors,  for  any  purpose  for  which the profits of the
                    Company  may  be  properly  applied.

          16.4.2    Pending  any  such  application,  the  reserves  may, at the
                    discretion  of  the Directors be used in the business of the
                    Company  or be invested in such investments as the Directors
                    think  fit.

          16.4.3    The  Directors  may  carry  forward  so  much of the profits
                    remaining  as  they  consider ought not to be distributed as
                    dividends  without  transferring those profits to a reserve.

     16.5 CALCULATION  AND  APPORTIONMENT  OF  DIVIDENDS

          16.5.1    Subject to the rights of persons (if any) entitled to Shares
                    with special rights as to dividend and except in relation to
                    partly paid Shares all dividends are to be declared and paid
                    equally  on  all  Shares.

          16.5.2    Unless  any  Share  is  issued  on  terms  providing  to the
                    contrary,  all  dividends  are  to  be  apportioned and paid
                    proportionately to the amounts paid on the Shares during any
                    portion  or  portions  of the period in respect of which the
                    dividend  is  paid.

          16.5.3    The holder of a partly-paid Share shall not be entitled to a
                    greater proportion of the dividend than the proportion which
                    the  amount  paid (but not credited) is of the total amounts
                    paid  and payable (excluding amounts credited). Amounts paid
                    in  advance  of a call shall be ignored when calculating the
                    proportion.

          16.5.4    A transfer of Shares does not pass the right to any dividend
                    declared  in respect of those Shares before the registration
                    of  a  transfer.

     16.6 DEDUCTIONS  FROM  DIVIDENDS

          The  Directors  may  deduct  from any dividend payable to a Member all
          sums of money (if any) presently payable by that Member to the Company
          on  account  of  calls  or  otherwise  in  relation  to  Shares.

     16.7 DISTRIBUTION  OF  SPECIFIC  ASSETS

          16.7.1    The  Directors,  when  paying  or  declaring a dividend, may
                    direct  payment  of  the  dividend  wholly  or  partly  by
                    distribution of specific assets, including fully-paid shares
                    in,  or  debentures  of,  any  other  corporation.

          16.7.2    If a difficulty arises in regard to such a distribution, the
                    Directors  may  settle the matter as they consider expedient
                    and  fix the value of distribution of the specific assets or
                    any  part  of  those  assets  and  may  determine  that cash
                    payments  will  be  made  to any Members on the basis of the
                    value so fixed in order to adjust the rights of all parties,


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<PAGE>
                    and  may  vest  any  such specific assets in trustees as the
                    Directors  consider  expedient If a distribution of specific
                    assets  to  a particular Member or Members is illegal or, in
                    the Director's opinion, impracticable the Directors may make
                    a  cash payment to the Member of Members on the basis of the
                    cash  amount  of the dividend instead of the distribution of
                    specific  assets.

     16.8 PAYMENT  BY  CHEQUE  AND  RECEIPTS  FROM  JOINT  HOLDERS

          16.8.1    Any  dividend,  interest  or  other money payable in cash in
                    respect  of  Shares  may be paid by cheques sent through the
                    post  directed:

               16.8.1.1  to  the  address of the holder as shown in the Register
                         or,  in the case of joint holders, to the address shown
                         in  the  Register  as  the  address of the joint holder
                         first  named  in  that  Register,  or

               16.8.1.2  to such other address as the holder or joint holders in
                         writing  directs  or  direct.

          16.8.2    Any  one  or  two  or  more joint holders may give effectual
                    receipts for any dividends, interests or other money payable
                    in  respect  of  the  Shares  held by them as joint holders.

     16.9 ELECTION  TO  REINVEST  DIVIDEND

          The  Directors  may:

          16.9.1    establish  a  share  investment  plan, on terms they decide,
                    under  which:

               16.9.1.1  the  whole or any part of a dividend due to members who
                         participate in the plan on their shares of any class of
                         shares;  or

               16.9.1.2  any  other  amount paid by or payable to members,

               may be applied in subscribing for or purchasing securities of the
               Company  or  of  a  related  body  corporate;  and

          16.9.2    amend,  suspend  or terminate any share investment plan they
                    have  established.

     16.10  ELECTION  TO  ACCEPT  BONUS  SHARES  IN  LIEU  OF  DIVIDEND

          16.10.1   The  Directors may in their discretion resolve in respect of
                    any  dividend  which  it is proposed to pay or to declare on
                    any  Shares  that holders of such Shares may elect to forego
                    their  right  to  share in such proposed dividend or part of
                    such  proposed  dividend  and to receive instead an issue of
                    Shares  credited  as fully paid to the extent and within the
                    limits and on the terms and conditions of this Constitution.

          16.10.2   If the Directors resolve to allow such option in relation to
                    any  proposed dividend or part thereof each holder of Shares
                    conferring  a  right to share in such proposed dividend may,
                    by  notice  in writing to the Company given in such form and
                    within  such  period  as the Directors may from time to time


                                       44
<PAGE>
                    decide,  elect  to forego the dividend which otherwise would
                    have  been  paid  to  the  registered  holder on such of the
                    holder's Shares conferring a right to share in such proposed
                    dividend  as  the holder specifies in the notice of election
                    and  to  receive  in lieu thereof Shares, to be allotted and
                    issued  to the holder credited as fully paid, on and subject
                    to such terms and conditions as the Directors may determine.

          16.10.3   Following  the receipt of duly completed notices of election
                    under  Rule  16.10.2 the Directors must appropriate from one
                    or  more of the capital profits reserve or asset revaluation
                    reserve  or  other similar account or reserve of the Company
                    or of any other account or reserve of the Company, including
                    accumulated  profits or revenue reserves, an amount equal to
                    the  aggregate  issue  price  of  the  Shares to be allotted
                    credited  as  fully paid to those holders of Shares who have
                    given  such  notice  of  election and must apply the same in
                    paying  up  in  full the numbers of Shares required to be so
                    allotted.

          16.10.4   The  powers  given  to  the  Directors  by  this  Rule  are
                    additional  to  the provisions for capitalisation of profits
                    provided  for  by  this  Constitution.

     16.11  UNCLAIMED  DIVIDENDS

          All  dividends declared but unclaimed may be invested by the Directors
          as  they  think  fit  for  the benefit of the Company until claimed or
          until required to be dealt with in accordance with any law relating to
          unclaimed  moneys.

     16.12  RESTRICTED  SECURITIES

          A Member is not entitled to any dividends in respect of Shares held by
          the  Member and classified as Restricted Securities for so long as any
          breach  by the Member of any restriction agreement entered into by the
          Company  in  relation  to  those  securities  subsists.

17   CAPITALISATION  OF  PROFITS

     CAPITALISATION  OF  RESERVES  AND  PROFITS

          The  Directors  may  resolve  that  it  is desirable to capitalise any
          profits  which  would otherwise be available for payment of dividends.
          Any  such  capitalisation  need  not  be  accompanied  by the issue of
          Shares.

18   NOTICES

     18.1 SERVICE  OF  NOTICES

          18.1.1    A  notice may be given by the Company to any Member or other
                    person  receiving  notice  under this Constitution either by
                    serving  it  on  the  person  personally or by sending it by
                    pre-paid  post,  courier (and, in the case of a Member whose
                    address  as shown in the Register is an overseas address, by
                    pre-paid  airmail or facsimile transmission) or by facsimile
                    transmission  to  the  person  at their address or facsimile
                    number  as shown in the Register or the address or facsimile
                    number  supplied by the person to the Company for the giving
                    of  notices  to  the  person.


                                       45
<PAGE>
          18.1.2    If  a notice is sent by post (whether by pre-paid post or by
                    pre-paid  airmail),  service  of  the notice is deemed to be
                    effected  by  properly  addressing,  prepaying and posting a
                    letter  containing  the  notice, and the notice is deemed to
                    have  been  served on the day after the date of its posting.
                    In proving such service it shall be sufficient to prove that
                    the  letter,  envelope  or wrapper containing the notice was
                    properly  addressed,  stamped  or in some other way pre-paid
                    and  put into the post office or other public receptacle for
                    posting.  A  certificate  in  writing signed by any manager,
                    Secretary,  or other officer of the Company that the letter,
                    envelope  or wrapper containing the notice was so addressed,
                    stamped  and  posted  shall  be conclusive evidence thereof.

          18.1.3    If  a  notice  is  sent by courier, service of the notice is
                    deemed  to be effected by properly addressing and delivering
                    to  a  courier  a  letter, envelope or wrapper containing or
                    accompanying  the  notice  and  the notice is deemed to have
                    been served on the day after the letter, envelope of wrapper
                    containing  or  accompanying  the notice is delivered to the
                    courier.  A  certificate  in  writing signed by any manager,
                    secretary  or  other officer of the Company that the letter,
                    envelope  or  wrapper  containing or accompanying the notice
                    was  so addressed and delivered shall be conclusive evidence
                    thereof.

          18.1.4    If  a  notice  is sent by facsimile transmission, service of
                    the  notice  is deemed to be effected by properly addressing
                    the  facsimile  transmission and transmitting the notice and
                    to  have  been  served  immediately  on  transmission.  A
                    certificate  in  writing signed by any manager, Secretary or
                    other  officer  of  the  Company  stating that the facsimile
                    transmission  was  made,  on  the  date  specified  in  the
                    certificate, to the number notified in writing by the Member
                    to the Secretary shall be sufficient proof of service of the
                    notice  on  the  Member  on  the  date  specified  in  the
                    certificate.

          18.1.5    A notice may be given by the Company to the Joint holders of
                    a Share by giving the notice to the joint holder first named
                    in  the  Register  in  respect  of  the  Share.

          18.1.6    Any  notice  or  document  sent  by  post,  by courier or by
                    facsimile  to  or left at the address of any Member shown in
                    the  Register  in  pursuance  of  this  Constitution  is
                    notwithstanding that the Member is then deceased and whether
                    or  not  the  Company has notice of his decease be deemed to
                    have  been duly served in respect of any Shares whether held
                    solely  or  jointly  with  other persons by the Member until
                    some other person is registered in the Member's stead as the
                    holder  or  joint  holder thereof and such service shall for
                    all  purposes  of  this  Constitution be deemed a sufficient
                    service  of  such notice as the Member's heirs, executors or
                    administrators  and  all persons (if any) jointly interested
                    with  him  in  any  such  Shares.

          18.1.7    Every  person who, by operation of law, transfer or by other
                    means  whatsoever,  becomes  entitled  to  any  Share  is
                    absolutely  bound  by  every notice given in accordance with
                    this  Constitution  to  the  person  from  whom  that person
                    derives title prior to registration of the person's title in
                    the  Register.


                                       46
<PAGE>
          18.1.8    The  signature  to any notice to be given by the Company may
                    be  written  or  a  facsimile  thereof  may  be  affixed  by
                    mechanical,  electronic  or  other  means.

          18.1.9    The  accidental  omission  to give notice of a meeting to or
                    the  non-receipt of any such notice by any of the Members or
                    to  any  other  person entitled to notice of a meeting shall
                    not  invalidate  any  resolution passed at any such meeting.

          18.1.10   A  notice  may  be  given  by the Company to any Director or
                    Alternate Director either by serving it personally at, or by
                    sending it by post in a prepaid envelope to the Directors or
                    Alternate  Director's usual residential or business address,
                    or  such other address or by telex or facsimile transmission
                    or  by  e-mail  to  such telex or facsimile number or e-mail
                    address  as  the Director or Alternate Director has supplied
                    to  the  Company  for  the  giving  of  notices.

     18.2 PERSONS  ENTITLED  TO  NOTICE  OF  GENERAL  MEETINGS

          18.2.1    Notice  of  every  General Meeting must be given in a manner
                    authorised  by  Rule  18.1.1  and  in  accordance  with  the
                    Corporations  Act  and  Listing  Rules  to:

               18.2.1.1  every  Member,

               18.2.1.2  every  Director  and  Alternate  Director,

               18.2.1.3  the  Auditors;  and

               18.2.1.4  the  Exchange.

          18.2.2    No  other  person  is entitled to receive notices of General
                    Meetings.

19   AUDIT  AND  ACCOUNTS

     19.1 COMPANY  TO  KEEP  ACCOUNTS

          The Directors must cause the Company to keep accounts and books of the
          business  of  the  Company  in accordance with the requirements of the
          Corporations  Act  and  the  Listing  Rules.

     19.2 COMPANY  TO  AUDIT  ACCOUNTS

          The  Directors  must cause the accounts and books of the Company to be
          audited  in  accordance  with the requirements of the Corporations Act
          and  the  Listing  Rules.

20   WINDING  UP

     20.1 DISTRIBUTION  OF  ASSETS

          20.1.1    If  the Company is wound up, the liquidator may divide among
                    the Members in kind the whole or any part of the property of
                    the  Company  and may for that purpose set such value as the
                    liquidator  considers  fair on any property to be so divided
                    and  may  determine how the division is to be carried out as
                    between  the  Members  or  different  classes  of  Members
                    according  to  their  rights  and  interests in the Company.


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          20.1.2    The  liquidator  may,  with  the  sanction  of  a  special
                    resolution of the Company, vest the whole or any part of any
                    such  property in trustees on such trusts for the benefit of
                    the contributories as the liquidator thinks fit, but so that
                    no  Member  is  compelled  to  accept  any  shares  or other
                    securities  in  respect  of  which  there  is any liability.

          20.1.3    If  the  Company  is  wound up, any Share that is Restricted
                    Security  which  at  the  commencement  of the winding up is
                    subject  to  an escrow agreement entered by the Company will
                    rank  after  other  Shares.

21   INSPECTION  OF  AND  ACCESS  TO  RECORDS

     21.1 A  person who is not a director does not have the right to inspect any
          of  the  company's  books, records or documents, except as provided by
          law  or this Rule 3 or authorised by the directors or by resolution of
          the  shareholders  in  general  meeting.

     21.2 If  a  person who is, or has been, a director ("relevant person") asks
          during  the  Access  Period  to inspect or for a copy of a Board Paper
          created  in  a Relevant Period in connection with Relevant Proceedings
          or  the  threat  of  Relevant Proceedings, the company must permit the
          relevant person to inspect the Board Paper at the registered office or
          provide  the  copy  within  14  days  after  receiving  the  request.

     21.3 If  the  Board Paper is the subject of legal professional privilege to
          the  benefit  of  the  company  or  both  the company and the relevant
          person,  the  relevant  person  must  not,  without  the prior written
          consent  of  the  company not to be unreasonably withheld, do anything
          that  will  cause that privilege to be waived, extinguished or lost or
          omit  to  do  anything that is necessary to avoid that privilege being
          waived,  extinguished  or  lost.

     21.4 Without  limiting a person's right under this Rule 21, the company may
          enter  into  a  deed agreeing with a relevant person to give effect to
          the  right of the relevant person conferred by this rule on such terms
          and  conditions  as  the  directors  think  fit  and  which  are  not
          inconsistent  with  this  Rule  21.

     21.5 "Access  Period"  means  the  period from the date the relevant person
          commenced  acting as a director of the company and ending on the later
          of:

          21.5.1    the  date  which  is  seven  years after the relevant person
                    ceased  to  be  a  director  of  the  Company;  and

          21.5.2    the  date  any  Relevant  Proceedings commenced prior to the
                    date  referred  to in Rule 21.1 and notified by the relevant
                    person  to  the  Company  have  been  finally  resolved.

     21.6 "Board  Paper"  means

          21.6.1    all  board  papers;

          21.6.2    minutes  of  meetings of directors of the company, including
                    minutes  of  meetings  of  committees  of  the  board;  and


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          21.6.3    all  documents  of  the company or to which the company is a
                    party  as  referred  to  in  such  board  papers or minutes,

                    which  papers  or  documents  are  brought into existence or
                    referred  to  at  a  meeting  during the Relevant Period and
                    which  minutes  evidence  meetings  held during the Relevant
                    Period.

     21.7 "Relevant  Period"  means,  in relation to a person, the period during
          which  the  person  is  a  director  of  the  company.

     21.8 "Relevant  Proceedings"  means,  in  relation  to  a  person:

          21.8.1    any  hearing,  conference, dispute, inquiry or investigation
                    of  a court, arbitrator, mediator, tribunal or government or
                    administrative  body;  and

          21.8.2    any  procedural step preceding or otherwise relating to such
                    a  hearing,  conference,  dispute, inquiry or investigation,

          in  which  the  person  is  involved:

          21.8.3    as  a  party,  witness  or  otherwise;  and

          21.8.4    because  the  person  is  or  was a director in the Relevant
                    Period.

     21.9 This  Rule  22  does not limit any right the relevant person otherwise
          has.

22   INDEMNITY  AND  INSURANCE

     22.1 To  the  extent  permitted  by  law,  the Company shall indemnify each
          person who is or has been an officer of the Company or an officer of a
          related  body  corporate  of  the  Company,  on a full indemnity basis
          against  any  liability  incurred  by  the  person:

          22.1.1    in  his  capacity  as an officer of the Company or a related
                    body  corporate;  and

          22.1.2    to  a  person  other  than  the  Company  or  a related body
                    corporate  of  the  Company,

          unless  the liability arises out of conduct on the part of the officer
          which  involves  a  lack  of  good  faith.

     22.2 To  the  extent  permitted  by  law,  the Company shall indemnify each
          person who is or has been an officer of the Company or an officer of a
          related  body  corporate  of  the  Company,  on a full indemnity basis
          against any liability for costs and expenses incurred by the person in
          connection  with  proceedings  involving  the  person  in  his  or her
          capacity  as  an  officer  of the Company or a related body corporate.

     22.3 The  Company  may:

          22.3.1    enter  into,  or  agree  to  enter  into;  and

          22.3.2    pay,  or  agree  to  pay,  a  premium  in  respect  of,

          a  contract  insuring  a  person  who is or has been an officer of the
          Company  or  of  a  related  body  corporate  of the Company against a
          liability  incurred  by  the  person  as  such  an  officer, except in
          circumstances  prohibited  by  the  Law.


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     22.4 Without  limiting a person's right under this Rule 22, the Company may
          enter  into  a  deed  agreeing  with  the person to give effect to the
          rights  of  the  person  conferred  by  this rule or the exercise of a
          discretion  under  this  rule,  on  such  terms  and conditions as the
          directors  think fit and which are not inconsistent with this Rule 22.

     22.5 This  Rule  22  does  not  limit  any  right the person otherwise has.

     22.6 In  this  Rule  22,  an  officer  means a director or secretary of the
          Company  and  such  other persons as the directors decide from time to
          time.


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