---

---

Exhibit 1.1

CONSTITUTION
OF
PRANA BIOTECHNOLOGY LIMITED

ACN 080 699 065

(as adopted by a special resolution of shareholders and certified by a
Director on 28
November 2008)

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Contents

|               |  |                                                                                                     |  |     
|-------------- |  | --------------------------------------------------------------------------------------------------- |  | ----
|Clause
 Number |  | Heading                                                                                             |  | Page
|               |  |                                                                                                     |  |     
|               |  |                                                                                                     |  |     
|1.             |  | Preliminary                                                                                         |  | 1   
|1.1            |  | Definitions                                                                                         |  | 1   
|1.2            |  | Corporations Act and Listing
 Rules definitions                                                     |  | 2   
|1.3            |  | Interpretation                                                                                      |  | 2   
|1.4            |  | Replaceable
 rules not to apply                                                                     |  | 3   
|1.5            |  | Constitution
 subject to the Act                                                                    |  | 3   
|1.6            |  | Listing
 Rules, ACH Clearing Rules and ASTC Settlement Rules only have effect if
 Company is listed |  | 3   
|1.7            |  | Constitution
 subject to Listing Rules if Company is listed                                         |  | 3   
|               |  |                                                                                                     |  |     
|2.             |  | Share Capital                                                                                       |  | 4   
|2.1            |  | Allotment
 and issue of Shares under control of Directors                                           |  | 4   
|2.2            |  | Company
 may issue preference Shares                                                                |  | 4   
|2.3            |  | Redeemable
 preference Shares                                                                       |  | 4   
|2.4            |  | Rights of
 holders of preference Shares                                                             |  | 4   
|2.5            |  | Interest
 on share capital                                                                          |  | 5   
|2.6            |  | Brokerage
 or commission                                                                            |  | 5   
|2.7            |  | Joint
 Holders                                                                                      |  | 5   
|2.8            |  | Recognition
 of trusts or other interests                                                           |  | 5   
|               |  |                                                                                                     |  |     
|3.             |  | Certificates                                                                                        |  | 6   
|3.1            |  | Certificated
 holdings                                                                              |  | 6   
|3.2            |  | Issue of
 certificates                                                                              |  | 6   
|3.3            |  | Entitlement
 of Member to certificate                                                               |  | 6   
|3.4            |  | Certificate
 for joint holders                                                                      |  | 6   
|3.5            |  | Cancellation
 of certificate on transfer                                                            |  | 6   
|3.6            |  | Replacement
 of certificates                                                                        |  | 6   
|               |  |                                                                                                     |  |     
|4.             |  | CHESS                                                                                               |  | 7   
|4.1            |  | Participation
 in CHESS                                                                             |  | 7   
|4.2            |  | Compliance
 with ACH Clearing Rules and ASTC Settlement Rules                                       |  | 7   
|4.3            |  | Registers                                                                                           |  | 7   
|4.4            |  | No
 interference with proper transfer                                                               |  | 7   
|               |  |                                                                                                     |  |     
|5.             |  | Lien over Shares                                                                                    |  | 7   
|5.1            |  | Lien                                                                                                |  | 7   
|5.2            |  | Extent of
 lien                                                                                     |  | 8   
|5.3            |  | Exemption
 from lien                                                                                |  | 8   
|5.4            |  | Sale
 under lien                                                                                    |  | 8   
|5.5            |  | Proceeds
 of sale of Shares sold under lien                                                         |  | 8   
|5.6            |  | Transfer
 on sale under lien                                                                        |  | 8   
|               |  |                                                                                                     |  |     
|6.             |  | Calls                                                                                               |  | 8   
|6.1            |  | Directors
 may make calls                                                                           |  | 8   
|6.2            |  | Notice of
 calls                                                                                    |  | 9   
|6.3            |  | Difference
 in terms of issue as to calls                                                           |  | 9   
|6.4            |  | Fixed
 payments deemed calls                                                                        |  | 9   

-ii-

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|      |  |                                                                          |  |   
|----- |  | ------------------------------------------------------------------------ |  | --
|6.5   |  | Interest
 on sums not paid                                               |  | 9 
|6.6   |  | Payment
 of calls                                                        |  | 9 
|6.7   |  | Proof of
 calls                                                          |  | 9 
|6.8   |  | Prepayment
 of calls                                                     |  | 9 
|      |  |                                                                          |  |   
|7.    |  | Forfeiture of Shares                                                     |  | 10
|7.1   |  | Forfeiture
 upon non-payment of calls                                    |  | 10
|7.2   |  | Evidence
 of forfeiture                                                  |  | 10
|7.3   |  | Effect of
 forfeiture                                                    |  | 10
|7.4   |  | Sale of
 forfeited Share                                                 |  | 10
|7.5   |  | Proceeds
 of sale                                                        |  | 11
|7.6   |  | Redemption
 of forfeited Shares                                          |  | 11
|7.7   |  | Surrender
 of Shares                                                     |  | 11
|      |  |                                                                          |  |   
|8.    |  | Transfer of Shares                                                       |  | 11
|8.1   |  | Transfer
 document                                                       |  | 11
|8.2   |  | Registration
 procedure                                                  |  | 11
|8.3   |  | Registration
 of transfer                                                |  | 12
|8.4   |  | Restrictions
 on transfer                                                |  | 12
|8.5   |  | Notice of
 refusal to register                                           |  | 12
|8.6   |  | Transfer
 not complete until name entered in the Register                |  | 12
|8.7   |  | More than
 3 persons registered                                          |  | 12
|      |  |                                                                          |  |   
|9.    |  | Transmission of Shares                                                   |  | 13
|9.1   |  | Death of
 a Member                                                       |  | 13
|9.2   |  | Transmission
 on death or bankruptcy                                     |  | 13
|9.3   |  | Election
 as to registration on transmission                             |  | 13
|      |  |                                                                          |  |   
|10.   |  | Alteration of capital                                                    |  | 13
|10.1  |  | Companys
 power to alter capital                                        |  | 13
|10.2  |  | Reduction
 of capital                                                    |  | 13
|10.3  |  | Power to
 buy Shares                                                     |  | 13
|      |  |                                                                          |  |   
|11.   |  | Variation or cancellation of rights                                      |  | 14
|11.1  |  | Variation
 or cancellation of rights of class of Shares                  |  | 14
|11.2  |  | No
 consent or sanction required for redemption                          |  | 14
|11.3  |  | No
 variation by issue of further Shares ranking equally                 |  | 14
|      |  |                                                                          |  |   
|12.   |  | Restricted Securities                                                    |  | 14
|      |  |                                                                          |  |   
|13.   |  | Proportional takeover bids                                               |  | 14
|13.1  |  | Definitions                                                              |  | 14
|13.2  |  | Prohibition
 on registration of transfer unless takeover scheme approved |  | 15
|13.3  |  | Approving
 resolution                                                    |  | 15
|13.4  |  | Entitlement
 to vote on approving resolution                             |  | 15
|13.5  |  | Bidder
 and associates not entitled to vote                              |  | 15
|13.6  |  | Approving
 resolution passed                                             |  | 15
|13.7  |  | General
 meeting provisions to apply                                     |  | 15
|13.8  |  | Meeting
 to be held before approving resolution deadline                 |  | 15
|13.9  |  | Notice as
 to whether approving resolution is passed                     |  | 15
|13.10 |  | Approving
 resolution deemed to have been passed                         |  | 16
|13.11 |  | Effect of
 this clause                                                   |  | 16

-iii-

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|      |  |                                                                                                |  |   
|----- |  | ---------------------------------------------------------------------------------------------- |  | --
|14.   |  | Unmarketable parcels                                                                           |  | 16
|14.1  |  | Definitions                                                                                    |  | 16
|14.2  |  | Notice to
 Unmarketable Parcel Holder                                                          |  | 16
|14.3  |  | Revocation
 or withdrawal of notice                                                            |  | 16
|14.4  |  | Sale of
 Unmarketable Parcels                                                                  |  | 17
|14.5  |  | Company
 may not sell below Authorised Price                                                   |  | 17
|14.6  |  | Company
 to pay all costs                                                                      |  | 17
|14.7  |  | Title of
 purchaser of Unmarketable Parcel                                                     |  | 17
|14.8  |  | Remedy of
 Unmarketable Parcel Holder                                                          |  | 17
|14.9  |  | Evidence
 of sale in accordance with this clause                                               |  | 17
|14.10 |  | Receipt
 of proceeds of sale                                                                   |  | 18
|14.11 |  | Company
 to deal with proceeds of sale                                                         |  | 18
|14.12 |  | Overriding
 effect of this clause                                                              |  | 18
|14.13 |  | Clause
 ceases to have effect following announcement of takeover bid or takeover
 announcement |  | 18
|14.14 |  | Clause
 may be invoked only once in any 12 Month period                                        |  | 18
|      |  |                                                                                                |  |   
|15.   |  | General meetings                                                                               |  | 18
|15.1  |  | Annual
 general meetings                                                                       |  | 18
|15.2  |  | General
 meetings                                                                              |  | 19
|15.3  |  | Members
 may requisition meeting                                                               |  | 19
|15.4  |  | Notice
 of general meeting                                                                     |  | 19
|15.5  |  | Contents
 of notice of general meeting                                                         |  | 19
|15.6  |  | Omission
 to give notice                                                                       |  | 20
|      |  |                                                                                                |  |   
|16.   |  | Proceedings at general meeting                                                                 |  | 20
|16.1  |  | Member
 deemed to be present                                                                   |  | 20
|16.2  |  | Attorney
 of Member                                                                            |  | 20
|16.3  |  | Representative
 of body corporate                                                              |  | 20
|16.4  |  | Quorum
 for general meeting                                                                    |  | 20
|16.5  |  | No
 quorum                                                                                     |  | 20
|16.6  |  | Chairman
 of general meeting                                                                   |  | 20
|16.7  |  | Powers
 of chairman                                                                            |  | 21
|16.8  |  | Adjournment
 of general meeting                                                                |  | 21
|16.9  |  | Notice
 of adjourned meeting                                                                   |  | 21
|      |  |                                                                                                |  |   
|17.   |  | Voting                                                                                         |  | 21
|17.1  |  | Resolution
 determined by majority                                                             |  | 21
|17.2  |  | Casting
 vote of chairman                                                                      |  | 21
|17.3  |  | Method
 of voting                                                                              |  | 21
|17.4  |  | Demand
 for poll                                                                               |  | 21
|17.5  |  | Conduct
 of poll                                                                               |  | 22
|17.6  |  | Votes                                                                                          |  | 22
|17.7  |  | Direct
 Voting                                                                                 |  | 22
|17.8  |  | Voting
 if call unpaid on Shares                                                               |  | 22
|17.9  |  | Voting
 by joint holders                                                                       |  | 23
|17.10 |  | Voting
 by transmittee                                                                         |  | 23
|17.11 |  | Voting
 by Member of unsound mind                                                              |  | 23
|17.12 |  | Voting
 exclusions                                                                             |  | 23
|17.13 |  | Ruling
 on entitlements and votes                                                              |  | 23

-iv-

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|     |  |                                                                                |  |   
|---- |  | ------------------------------------------------------------------------------ |  | --
|18.  |  | Proxies                                                                        |  | 24
|18.1 |  | Instrument
 appointing proxy                                                   |  | 24
|18.2 |  | Deposit
 of proxy with company                                                 |  | 24
|18.3 |  | Presence
 of Member                                                            |  | 24
|18.4 |  | Validity
 of vote given in accordance with proxy                               |  | 24
|18.5 |  | Form of
 proxy                                                                 |  | 24
|     |  |                                                                                |  |   
|19.  |  | Directors                                                                      |  | 25
|19.1 |  | Number
 of Directors                                                           |  | 25
|19.2 |  | No Share
 qualification                                                        |  | 25
|19.3 |  | Election
 of Directors by company                                              |  | 25
|19.4 |  | Directors
 may fill casual vacancies or appoint additional Directors           |  | 25
|19.5 |  | Eligibility
 for election as a Director                                        |  | 25
|19.6 |  | Alternate
 Director                                                            |  | 25
|19.7 |  | Auditor
 cannot be Director                                                    |  | 26
|     |  |                                                                                |  |   
|20.  |  | Directors tenure of office                                                    |  | 26
|20.1 |  | Directors
 tenure of office                                                   |  | 26
|20.2 |  | Retirement
 by rotation                                                        |  | 26
|20.3 |  | Retiring
 Director eligible for re-election                                    |  | 27
|20.4 |  | Removal
 of Director by the Company                                            |  | 27
|20.5 |  | Vacation
 of office                                                            |  | 27
|     |  |                                                                                |  |   
|21.  |  | Directors remuneration                                                        |  | 27
|21.1 |  | Remuneration
 for non-executive directors                                      |  | 27
|21.2 |  | Additional
 remuneration for extra services                                    |  | 28
|21.3 |  | Remuneration
 to be in accordance with Listing Rules                           |  | 28
|21.4 |  | Expenses
 of Directors                                                         |  | 28
|     |  |                                                                                |  |   
|22.  |  | Directors contracts                                                           |  | 28
|22.1 |  | Directors
 not disqualified from holding office or contracting with Company    |  | 28
|22.2 |  | Director
 can act in professional capacity                                     |  | 28
|22.3 |  | Director
 not to vote on contract in which it has a material personal interest |  | 29
|22.4 |  | Directors
 to declare interest                                                 |  | 29
|22.5 |  | Directors
 to declare potential conflicts                                      |  | 29
|22.6 |  | Secretary
 to record declarations of Directors                                 |  | 29
|     |  |                                                                                |  |   
|23.  |  | Powers of Directors                                                            |  | 29
|23.1 |  | Powers
 of Directors                                                           |  | 29
|23.2 |  | Powers
 to borrow or raise money                                               |  | 29
|23.3 |  | Directors
 may vote Shares in other corporations                               |  | 30
|23.4 |  | Agent or
 attorney                                                             |  | 30
|23.5 |  | Sub-delegation
 of powers                                                      |  | 30
|     |  |                                                                                |  |   
|24.  |  | Executive directors                                                            |  | 30
|24.1 |  | Managing
 director                                                             |  | 30
|24.2 |  | Directors
 may confer powers on executive directors                            |  | 30
|24.3 |  | Remuneration
 of executive directors                                           |  | 30

-v-

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|      |  |                                                               |  |   
|----- |  | ------------------------------------------------------------- |  | --
|25.   |  | Proceedings of Directors                                      |  | 30
|25.1  |  | Board
 meetings                                               |  | 30
|25.2  |  | Director
 to be regarded as present at meeting                |  | 31
|25.3  |  | Place of
 meeting                                             |  | 31
|25.4  |  | Convening
 of Directors meeting                               |  | 31
|25.5  |  | Notice
 of meeting                                            |  | 31
|25.6  |  | Directors
 may act notwithstanding vacancy                    |  | 31
|25.7  |  | Quorum
 for Board meetings                                    |  | 31
|25.8  |  | Meeting
 competent to exercise all powers                     |  | 31
|25.9  |  | Chairman
 of Board meetings                                   |  | 32
|25.10 |  | Documents
 tabled at meeting                                  |  | 32
|25.11 |  | Questions
 to be decided by majority                          |  | 32
|25.12 |  | Votes of
 alternate directors                                 |  | 32
|25.13 |  | Equality
 of Votes                                            |  | 32
|25.14 |  | Resolution
 in writing                                        |  | 32
|25.17 |  | Committee
 powers and meetings                                |  | 33
|25.15 |  | Validity
 of acts of Directors                                |  | 33
|      |  |                                                               |  |   
|26.   |  | Secretary                                                     |  | 33
|      |  |                                                               |  |   
|27.   |  | Minutes and registers to be kept                              |  | 33
|27.1  |  | Minutes                                                       |  | 33
|27.2  |  | Minutes
 to be signed by chairman                             |  | 34
|27.3  |  | Registers                                                     |  | 34
|27.4  |  | Branch
 registers                                             |  | 34
|      |  |                                                               |  |   
|28.   |  | The Seal                                                      |  | 34
|28.1  |  | Use of
 common seal                                           |  | 34
|28.2  |  | Duplicate
 seals                                              |  | 34
|28.3  |  | Share
 seal                                                   |  | 34
|28.4  |  | Affixing
 the Share seal                                      |  | 35
|      |  |                                                               |  |   
|29.   |  | Negotiable instruments                                        |  | 35
|      |  |                                                               |  |   
|30.   |  | Reserves                                                      |  | 35
|30.1  |  | Reserves                                                      |  | 35
|30.2  |  | Carry
 forward of profits                                     |  | 35
|30.3  |  | Revaluation
 of assets                                        |  | 35
|      |  |                                                               |  |   
|31.   |  | Dividends                                                     |  | 35
|31.1  |  | Power to
 determine and declare dividends vested in Directors |  | 35
|31.2  |  | Apportionment
 of dividends                                   |  | 36
|31.3  |  | Dividends
 only payable out of profits                        |  | 36
|31.4  |  | Dividend
 payable by distribution of assets                   |  | 36
|31.5  |  | Dividends
 may be payable in foreign currency                 |  | 36
|31.6  |  | No
 interest payable on dividends                             |  | 36
|31.7  |  | Directors
 may retain certain dividends                       |  | 36
|31.8  |  | Directors
 may deduct from dividends money payable to Company |  | 37
|31.9  |  | Payment
 of dividends                                         |  | 37
|31.10 |  | Unclaimed
 dividends                                          |  | 37
|31.11 |  | Dividend
 Reinvestment Plan                                   |  | 37
|31.12 |  | Amendment
 of Dividend Reinvestment Plan                      |  | 37

-vi-

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|      |  |                                                                                       |  |   
|----- |  | ------------------------------------------------------------------------------------- |  | --
|32.   |  | Capitalisation of profits                                                             |  | 37
|32.1  |  | Capitalisation
 of profits                                                            |  | 37
|32.2  |  | Directors
 powers in relation to capitalisation of profits                            |  | 38
|      |  |                                                                                       |  |   
|33.   |  | Financial statements                                                                  |  | 38
|33.1  |  | Financial
 records                                                                    |  | 38
|33.2  |  | Financial,
 Directors and auditors reports to be laid before annual general meeting |  | 38
|33.3  |  | Financial
 statements and reports                                                     |  | 38
|      |  |                                                                                       |  |   
|34.   |  | Audit                                                                                 |  | 38
|34.1  |  | Auditors                                                                              |  | 38
|34.2  |  | Financial
 statements to be audited                                                   |  | 39
|34.3  |  | Register
 to be audited                                                               |  | 39
|      |  |                                                                                       |  |   
|35.   |  | Inspection of records                                                                 |  | 39
|      |  |                                                                                       |  |   
|36.   |  | Notices                                                                               |  | 39
|36.1  |  | Service
 of notices by Company                                                        |  | 39
|36.2  |  | Listing
 Rules and ASTC Rules                                                         |  | 39
|36.3  |  | Posting
 notices to overseas Members                                                  |  | 39
|36.4  |  | Notices
 to joint holders                                                             |  | 39
|36.5  |  | Notice
 deemed to be served                                                           |  | 39
|36.6  |  | Service
 by post                                                                      |  | 40
|36.7  |  | Notices
 to Members whose whereabouts unknown                                         |  | 40
|36.8  |  | Notices
 binding on transferees                                                       |  | 40
|36.9  |  | Notice
 to deceased or bankrupt Members                                               |  | 40
|36.10 |  | Signing
 of notices                                                                   |  | 40
|36.11 |  | Counting
 of days                                                                     |  | 40
|      |  |                                                                                       |  |   
|37.   |  | Winding up                                                                            |  | 41
|37.1  |  | Distribution
 of surplus assets                                                       |  | 41
|37.2  |  | Fee or
 commission paid to liquidator to be approved in general meeting               |  | 41
|37.3  |  | Distribution
 in specie                                                               |  | 41
|      |  |                                                                                       |  |   
|38.   |  | Indemnity and insurance                                                               |  | 41
|38.1  |  | Indemnity                                                                             |  | 41
|38.2  |  | Insurance                                                                             |  | 42

-vii-

---

---



Corporations Act

A Company Limited by Shares

Constitution

of

Prana Biotechnology Limited

ACN 080 699 065

|    |            
|--- | -----------
|1.  | Preliminary
|    |            
|1.1 | Definitions

In this Constitution, unless
the context otherwise requires:

Act means the Corporations
Act 2001 (Cth);

ACH means the Australian Clearing House Pty Ltd [ACN 001 314
503];

ACH Clearing Rules means the ACH Clearing Rules as amended
from time to time;

ASIC means Australian Securities and Investments
Commission or any other successor body;

ASTC means the ASX Settlement and
Transfer Corporation Pty Ltd [ACN 008 504 532];

ASTC Settlement Rules means the operating rules of ASTC and,
to the extent that they are applicable, the operating rules of ASX and the
operating rules of the Australian Clearing House Pty Limited;

ASX means ASX Limited [ACN 008 624 691];

Board means the Directors acting as a Board of Directors;

CHESS means the Clearing House Electronic Sub-register System
established and operated by;

|    |                                                                                              
|--- | ---------------------------------------------------------------------------------------------
|(a) | ACH for the purpose of
 regulating the clearing of the CHESS approved securities; and        
|    |                                                                                              
|(b) | ASTC for the purpose of
 regulating the approval and settlement of CHESS approved securities.

CHESS approved securities means securities approved by ACH
and ASTC in accordance with the ACH Clearing Rules and the ASTC Settlement Rules;

Company means # Limited ACN #;

Constitution means the constitution of the Company for the
time being in force;

-1-

---

---



Directors means the directors of the Company from time to
time;

Financial Year has the meaning given to the term financial
year in the Act;

Listing Rules means the Listing Rules of the ASX and any
other rules of ASX which are applicable while the Company is admitted to the
Official List, each rule as amended or replaced from time to time, except to
the extent of any express written waiver by ASX;

Member means a person who is entered in the Register as the
holder of Shares in the capital of the Company;

Month means calendar month;

Office means the registered office for the time being of the
Company;

Official List means the official list of entities that ASX
has admitted and not removed;

Register means the registers and/or subregisters of Members
to be kept pursuant to the Act and the Listing Rules and includes a branch
register and CHESS subregister;

Related Body Corporate has the same meaning given to the term
related body corporate in the Act;

Resolution means a resolution other than a Special
Resolution;

Restricted Securities has the same meaning given to it in the
Listing Rules;

Seal means the common seal of the Company (if any) or, where
appropriate, the duplicate seal or the official seal;

Secretary means a person appointed as secretary of the
Company and also includes any person appointed to perform the duties of
secretary on a temporary basis and any duly appointed assistant secretary;

Shares means shares in the capital of the Company; and

Special Resolution has the same meaning given to the term
special resolution in the Act.

|    |                                               
|--- | ----------------------------------------------
|1.2 | Corporations Actand Listing Rules
 definitions

In this Constitution, unless
the context otherwise requires, an expression defined in, or given a meaning
for the purposes of, the Act or the Listing Rules, has the same definition or
meaning in this Constitution to the extent that it relates to the same matter
for which it is defined or given a meaning in the Act or the Listing Rules.

|    |               
|--- | --------------
|1.3 | Interpretation

In this Constitution, unless the context
otherwise requires:

|    |                
|--- | ---------------
|(a) | a reference to:

| |      |                                                  
| | ---- | -------------------------------------------------
| | (i)  | the singular includes the
 plural and vice versa;
| |      |                                                  
| | (ii) | a gender includes every
 gender;                 

-2-

---

---



| |        |                                                                                                                                                                                                                               
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)  | unless the contrary
 intention appears in this Constitution, the Act, any section, regulation or
 schedule of the Act or any other legislation is a reference to that law as
 amended, consolidated, supplemented or replaced;
| |        |                                                                                                                                                                                                                               
| | (iv)   | a reference to the Listing
 Rules or the ASTC Settlement Rules includes any variation or replacement of
 those rules and is to be taken to be subject to any applicable waiver or
 exemption;                                 
| |        |                                                                                                                                                                                                                               
| | (v)    | in writing or written
 includes printing, lithography, photography and other means of representing
 or reproducing words in a visible form;                                                                               
| |        |                                                                                                                                                                                                                               
| | (vi)   | paid up or paid
 includes credited as paid up or paid;                                                                                                                                                                    
| |        |                                                                                                                                                                                                                               
| | (vii)  | dividend includes bonus;                                                                                                                                                                                                    
| |        |                                                                                                                                                                                                                               
| | (viii) | any person includes a
 reference to any individual, company, body corporate, association,
 partnership, firm, joint venture, trust or government agency;                                                                      
| |        |                                                                                                                                                                                                                               
| | (ix)   | the word including or
 includes means including but not limited to orincluding without
 limitation; and                                                                                                               

|    |                                                                                          
|--- | -----------------------------------------------------------------------------------------
|(b) | headings are for
 convenience only and must be ignored in interpreting this Constitution.

|    |                                
|--- | -------------------------------
|1.4 | Replaceable
 rules not to apply

To the maximum extent
permitted by the Act, the provisions of the Act that apply as replaceable rules
do not apply to the Company.

|    |                                 
|--- | --------------------------------
|1.5 | Constitution
 subject to the Act

This Constitution is subject
to the Act and where there is any inconsistency between a clause of this
Constitution and the Act, the Act prevails to the extent of the inconsistency.

|    |                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------
|1.6 | Listing
 Rules, ACH Clearing Rules and ASTC Settlement Rules only have effect if
 Company is listed

In this Constitution, a
reference to the Listing Rules, the ACH Clearing Rules or the ASTC Settlement
Rules is to have effect only if at the relevant time the Company is admitted to
the Official List and is otherwise to be disregarded.

A reference to the Listing
Rules shall be read as if the words if applicable appeared immediately
thereafter, and shall apply only if the Company is admitted to the Official
List or any securities of the Company are quoted on ASX. If the Company is not
admitted to the Official List or no securities of the Company are quoted on
ASX, the reference to the Listing Rules (and any requirement that a provision
be construed or applied subject to or in accordance with the Listing Rules)
shall be disregarded.

|    |                                                            
|--- | -----------------------------------------------------------
|1.7 | Constitution
 subject to Listing Rules if Company is listed

If the Company is admitted to the Official
List the following clauses apply:

|    |                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------
|(a) | Despite anything contained
 in this Constitution, if the Listing Rules prohibit an act being done, the
 act must not be done.

-3-

---

---



|    |                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Nothing contained in this
 Constitution prevents an act being done that the Listing Rules requires to be
 done.                                                                          
|    |                                                                                                                                                                                          
|(c) | 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).                                   
|    |                                                                                                                                                                                          
|(d) | If the Listing Rules
 require this Constitution to contain a provision and it does not contain that
 provision, is deemed to contain that provision.                                     
|    |                                                                                                                                                                                          
|(e) | If the Listing Rules
 require this Constitution not to contain a provision and it contains that
 provision, this Constitution is deemed not to contain that provision.                   
|    |                                                                                                                                                                                          
|(f) | 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.
|    |                                                                                                                                                                                          
|2.  | Share
 Capital                                                                                                                                                                           
|    |                                                                                                                                                                                          
|2.1 | Allotment
 and issue of Shares under control of Directors                                                                                                                                

The allotment and issue of Shares is under
the control of the Directors. Subject to the Act and the Listing Rules, the
Directors:

|    |                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | may allot, issue or
 otherwise dispose of Shares to any persons, on any terms and conditions, at
 that issue price and at those times as the Directors think fit;                                                                 
|    |                                                                                                                                                                                                                                   
|(b) | have full power to give
 any person a call or option over any Shares during any time and for any
 consideration as the Directors think fit; and                                                                                   
|    |                                                                                                                                                                                                                                   
|(c) | may issue Shares with any
 preferential, deferred or special rights, privileges or conditions or with
 any restrictions (whether in regard to dividend, voting, return of Share
 capital or otherwise) as the Directors determine.
|    |                                                                                                                                                                                                                                   
|2.2 | Company
 may issue preference Shares                                                                                                                                                                                              

The Company may not issue any preference
Shares unless the rights and restrictions attaching to those preference Shares
are set out in this Constitution or in a Special Resolution.

|    |                              
|--- | -----------------------------
|2.3 | Redeemable
 preference Shares

The Company may issue
preference Shares which are, or at the option of the Company are to be, liable
to be redeemed. The terms upon which and the manner in which any redemption is
to be effected must, if permitted by law, be specified in the conditions of
issue of the preference Shares.

|    |                                        
|--- | ---------------------------------------
|2.4 | Rights of
 holders of preference Shares

All preference Shares issued by the Company
confer on the holders of those preference Shares:

|    |                                                                                                                                             |                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------
|(a) | the same rights as holders
 of ordinary Shares to receive notices, reports and accounts and to attend
 general meetings of the Company; and
|    |                                                                                                                                             |                                                                                              
|(b) | the right to vote in each
 of the following circumstances and in no others:                                                                
|    |                                                                                                                                            
|    | (i)                                                                                                                                         | during a period during
 which a dividend (or part of a dividend) for the Share is in arrears;
|    |                                                                                                                                             |                                                                                              
|    | (ii)                                                                                                                                        | on a proposal to reduce
 the Companys Share capital;                                        

-4-

---

---



| |       |                                                                                                       
| | ----- | ------------------------------------------------------------------------------------------------------
| | (iii) | on a Resolution to approve
 the terms of a buy-back agreement;                                        
| |       |                                                                                                       
| | (iv)  | on a proposal that affects
 rights attached to the Share;                                             
| |       |                                                                                                       
| | (v)   | on a proposal to wind up
 the Company;                                                                
| |       |                                                                                                       
| | (vi)  | on a proposal for the
 disposal of the whole of the Companys property, business and undertaking;
 and
| |       |                                                                                                       
| | (vii) | during the winding up of
 the Company.                                                                

|    |                           
|--- | --------------------------
|2.5 | Interest
 on share capital

The Company is authorised to
pay interest on share capital in the circumstances and on the conditions
provided for in the Act.

|    |                         
|--- | ------------------------
|2.6 | Brokerage
 or commission

Subject to the provisions
and restrictions contained in the Act and the Listing Rules, the Company may
pay brokerage or commission to any person in consideration of the person
subscribing or agreeing to subscribe (whether absolutely or conditionally) for
any Shares in the Company or for procuring or agreeing to procure subscriptions
(whether absolutely or conditionally) for any Shares in the Company. Any
brokerage or commission may be paid or satisfied in cash, Shares, debentures or
debenture stock of the Company or otherwise.

|    |               
|--- | --------------
|2.7 | Joint
 Holders

Where 2 or more persons are
registered as the holders of any Share, they are deemed to hold the Share as
joint tenants with benefits of survivorship, subject to the following
provisions:

|    |                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the joint holders are
 jointly and severally liable for all payments (including calls and
 instalments) which are to be made for the Share;                                                               
|    |                                                                                                                                                                                                           
|(b) | on the death of any joint
 holder, the survivor or survivors are the only person or persons recognised
 by the Company as having any title to the Share, but the Directors may
 require evidence of death;
|    |                                                                                                                                                                                                           
|(c) | any 1 joint holder may
 give a valid receipt for any dividend, bonus or return of capital payable to
 the joint holders; and                                                                              
|    |                                                                                                                                                                                                           
|(d) | delivery of a notice or a
 certificate for a Share to any joint holder is sufficient delivery to all the
 joint holders.                                                                                  
|    |                                                                                                                                                                                                           
|2.8 | Recognition
 of trusts or other interests                                                                                                                                                                 

Subject to the provisions of the Act, the
Company is entitled to treat the registered holder of any Shares as the
absolute owner of those Shares and, accordingly, the Company is not bound to
recognise (whether or not it has notice):

|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|(a) | a person as holding a
 Share upon any trust; or                                        
|    |                                                                                        
|(b) | any equitable, contingent,
 future or partial interest in any Share or unit of a Share.

-5-

---

---



|    |                       
|--- | ----------------------
|3.  | Certificates          
|    |                       
|3.1 | Certificated
 holdings

The provisions of this
clause 3 apply only to the extent that the Company is required by the Act, the
Listing Rules, the ACH Clearing Rules or the ASTC Settlement Rules to issue
certificates for Shares or other marketable securities of the Company, and then
only for those Shares or other marketable securities for which certificates are
required to be issued.

|    |                       
|--- | ----------------------
|3.2 | Issue of
 certificates

Subject to this
Constitution, where the Company is required by the Act, the Listing Rules, the
ACH Clearing Rules or the ASTC Settlement Rules to issue certificates for
Shares or other marketable securities of the Company, the certificates must be
issued under the Seal and in accordance with the Act, the Listing Rules, the
ACH Clearing Rules or the ASTC Settlement Rules and must include all
information required by the Act, the Listing Rules, the ACH Clearing Rules and
the ASTC Settlement Rules.

|    |                                      
|--- | -------------------------------------
|3.3 | Entitlement
 of Member to certificate

Subject to this
Constitution, every Member is entitled free of charge to 1 certificate for each
class of Shares or other marketable securities registered in its name or to
several certificates each for a reasonable proportion of those Shares or
marketable securities.

|    |                               
|--- | ------------------------------
|3.4 | Certificate
 for joint holders

Where Shares or other
marketable securities are registered in the names of 2 or more persons, only 1
certificate is required to be issued for each class of those Shares or
marketable securities.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.5 | Cancellation
 of certificate on transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(a) | Subject to this
 Constitution, on every application to register the transfer of any Shares or
 other marketable securities or to register any person as a Member in respect
 of any Shares or other marketable securities which may have been transmitted
 to that person by operation of law, the certificate for those Shares or other
 marketable securities must be delivered up to the Company for cancellation
 and a new certificate in similar form specifying the Shares or other
 marketable securities transferred or transmitted must be delivered to the
 transferee or transmittee within 5 business days after the day of lodgement
 with the Company of the registrable transfer or transmission notice.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(b) | If registration is
 required for only some of the Shares or other marketable securities specified
 on the certificate delivered up to the Company, a new certificate specifying
 the Shares or other marketable securities remaining untransferred or
 untransmitted must be delivered to the transferor.                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3.6 | Replacement
 of certificates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(a) | The Company must issue a
 replacement certificate:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| |      |                                                                                                                                 |                                                                                                                                
| | ---- | ------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------
| | (i)  | if the certificate is worn
 out or defaced, upon production of the certificate to the Company to be
 replaced and cancelled; or
| |      |                                                                                                                                
| | (ii) | if the certificate is lost
 or destroyed, upon the Company being furnished with:                                               
| |      |                                                                                                                                
| |      | (A)                                                                                                                             | evidence that the
 certificate has been lost or destroyed, and has not been disposed of or
 pledged, as is required by the Act;

-6-

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---



| |  |     |                                                                                   
| |  | --- | ----------------------------------------------------------------------------------
| |  | (B) | an undertaking to return
 the certificate if found, as required by the Act; and   
| |  |     |                                                                                   
| |  | (C) | if the Directors consider
 it necessary, a bond or indemnity as the Act Authorises

|    |                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | All replacement
 certificates must be issued within 5 business days after the Company receives
 the original certificate or evidence of loss or destruction.
|    |                                                                                                                                                             
|4.  | CHESS                                                                                                                                                       
|    |                                                                                                                                                             
|4.1 | Participation
 in CHESS                                                                                                                                     
|    |                                                                                                                                                             
|(a) | The Board may at any time
 resolve that the Company will participate in CHESS.                                                                              
|    |                                                                                                                                                             
|(b) | This clause 4 will apply
 if the Company is granted participation in CHESS.                                                                                 
|    |                                                                                                                                                             
|4.2 | Compliance
 with ACH Clearing Rules and ASTC Settlement Rules                                                                                               

The Company must comply with
the ACH Clearing Rules and the ASTC Settlement Rules if its securities are
CHESS approved securities. In particular the Company must comply with the
requirements of the ACH Clearing Rules, the ASTC Settlement Rules and the
Listing Rules regarding the maintenance of registers, the issuing of holding
statements and transfers in relation to its CHESS approved securities.

|    |          
|--- | ---------
|4.3 | Registers

If the Companys securities
are CHESS approved securities, in addition to the CHESS subregister, it must
provide for an issuer sponsored subregister, or a certificated subregister, or
both (at least if the Company has Restricted Securities on issue).

|    |                                      
|--- | -------------------------------------
|4.4 | No
 interference with proper transfer

The Company must not in any
way prevent, delay or interfere with the generation of a proper transfer or the
registration of a paper-based transfer in registrable form (which satisfies the
requirements of clause 8), except as permitted by clause 8.4, the Listing
Rules, the ACH Clearing Rules and the ASTC Settlement Rules.

|    |                                                                
|--- | ---------------------------------------------------------------
|5.  | Lien over
 Shares                                              
|    |                                                                
|5.1 | Lien                                                           
|    |                                                                
|(a) | The Company has a first
 and paramount lien on every Share for:

|    |                                                                                                                                         |                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------
|    | (i)                                                                                                                                     | unpaid calls and
 instalments on those Shares;                                                                                   
|    |                                                                                                                                         |                                                                                                                                  
|    | (ii)                                                                                                                                    | if the Shares were
 acquired under an employee incentive scheme, any amount owing to the Company
 for acquiring those Shares; and
|    |                                                                                                                                         |                                                                                                                                  
|    | (iii)                                                                                                                                   | any amount the Company is
 required by law to pay (and has paid) in respect of the Share of a Member or
 deceased Member.        
|    |                                                                                                                                         |                                                                                                                                  
|(b) | A lien extends to
 reasonable interest at any rates the Directors may determine, and expenses
 incurred because the amount is not paid.

-7-

---

---



|    |                
|--- | ---------------
|5.2 | Extent of
 lien

The Companys lien (if any)
on a Share extends to all dividends, bonuses and other monies payable for the
Share including the proceeds of sale of the Share, and the Company may deduct
or set-off against any dividends, bonuses or other monies, any monies due and
payable to the Company.

|    |                     
|--- | --------------------
|5.3 | Exemption
 from lien

The Directors may at any
time declare any Share to be wholly or in part exempt from the provisions of
clauses 5.1 and 5.2.

|    |                 
|--- | ----------------
|5.4 | Sale
 under lien

The Company may sell any
Shares on which the Company has a lien in any manner the Directors think fit
provided that no sale may be made:

|    |                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | unless a sum in respect of
 which the lien exists is presently payable; and                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                               
|(b) | until the expiration of 30
 days after a notice in writing, stating and demanding payment of the amount
 which is presently payable, has been given to the registered holder of the
 Shares or the person entitled to the Shares because of the death or
 bankruptcy of the registered holder.
|    |                                                                                                                                                                                                                                                                                               
|5.5 | Proceeds
 of sale of Shares sold under lien                                                                                                                                                                                                                                                   

The net proceeds of the sale
of Shares sold under lien (after payment of all costs and expenses incurred in
selling the Shares) will be received by the Company and applied in payment of
that part of the amount for which the lien exists and which is presently
payable and any interest on that amount, and the balance (if any) is to be paid
to the person registered as the holder of the Shares immediately before the
Shares were sold.

|    |                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.6 | Transfer
 on sale under lien                                                                                                                                          
|    |                                                                                                                                                                       
|(a) | The Company may do all
 things necessary to give effect to a sale of Shares on which the Company has
 a lien, including authorising a Director or any other person to:

| |      |                                                                                                                                                                                                                                
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | execute a transfer of the
 Shares sold in favour of the purchaser of the Shares; and                                                                                                                                           
| |      |                                                                                                                                                                                                                                
| | (ii) | do all acts and things as
 are necessary or desirable under the Act, the Listing Rules the ACH Clearing
 Rules and the ASTC Settlement Rules to effect a transfer of the Shares sold
 in favour of the purchaser of the Shares.

|    |                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | The purchaser is to be
 registered as the holder of the Shares transferred, and is not bound to see
 to the application of the purchase money, nor will the purchasers title to
 the Shares be affected by any irregularity or invalidity in connection with
 the sale.
|    |                                                                                                                                                                                                                                                                         
|6.  | Calls                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                         
|6.1 | Directors
 may make calls                                                                                                                                                                                                                                               

The Directors may make calls
as they think fit on the Members for all monies unpaid on the Shares held by
the Members that are not monies made payable at fixed times by the conditions
of allotment. A call will be deemed to have been made when the Resolution of
the Directors authorising that call was passed and may be made payable by
instalments. The Directors may revoke or postpone a call.

-8-

---

---



|    |                 
|--- | ----------------
|6.2 | Notice of
 calls

The Company must give
written notice of a call at least 30 business days before the call is due. The
notice must specify the time and place for payment and any other information
required by the Listing Rules. The non-receipt of any notice by, or the
accidental omission to give notice of any call to, any Member will not
invalidate the call.

|    |                                          
|--- | -----------------------------------------
|6.3 | Difference
 in terms of issue 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 time for payment of those calls.

|    |                             
|--- | ----------------------------
|6.4 | Fixed
 payments deemed calls

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

|    |                           
|--- | --------------------------
|6.5 | Interest
 on sums not paid

If a sum called in respect
of a Share is not paid on or before the date for payment, then that sum will
bear interest from the date for payment to the time of actual payment at any
rates as the Directors may determine. The Directors may waive payment of
interest, either in whole or in part.

|    |                  
|--- | -----------------
|6.6 | Payment
 of calls

Each Member must pay the
amount of every call made on it at the times and places appointed by the
Directors.

|    |                
|--- | ---------------
|6.7 | Proof of
 calls

In any proceeding for the recovery of monies
due for any call, it is sufficient and conclusive evidence of the debt if it is
proved that:

|    |                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the name of the Member
 sued is entered in the Register as the holder or 1 of the holders of the
 Shares in respect of which the call was made;
|    |                                                                                                                                                
|(b) | the Resolution making the
 call was recorded in the minute book; and                                                                           
|    |                                                                                                                                                
|(c) | notice of the call was
 given to the Member sued in accordance with this Constitution.                                                         
|    |                                                                                                                                                
|6.8 | Prepayment
 of calls                                                                                                                           

The
Directors may, if they think fit, receive from any Member willing to advance
it, all or any part of the amount unpaid upon the Shares held by it beyond the
sums actually called up. The Directors may then either:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | if the Member so requests,
 make a call on the Member for the amount advanced, pro rata in respect of all
 Shares held by that Member on which monies remain unpaid or on any other
 basis as agreed between that Member and the Directors; or                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b) | authorise payment by the
 Company of interest on the whole or any part of the amount so received until
 the amount becomes due or is repaid at the rate agreed between the Member
 paying the sum in advance and the Directors. The Directors may at any time
 authorise repayment of the whole or any part of the amount paid in advance
 upon giving to the Member 1 Months notice of the date for repayment.

-9-

---

---



|    |                                      
|--- | -------------------------------------
|7.  | Forfeiture
 of Shares                
|    |                                      
|7.1 | Forfeiture
 upon non-payment of calls

Unless the Directors
otherwise determine, any Share upon which a call is unpaid at the expiration of
14 days after the day for its payment will be absolutely forfeited without any
Resolution of the Directors or other proceeding. Subject to the Act and the
Listing Rules, the Directors may then proceed to cancel or sell the forfeited
Shares.

|    |                        
|--- | -----------------------
|7.2 | Evidence
 of forfeiture

A statement in writing
declaring that the person making the statement is a Director or Secretary of
the Company and that a Share in the Company has been forfeited on a date stated
in the statement, is conclusive evidence of the facts stated in the statement
as against all persons claiming to be entitled to the Share.

|    |                      
|--- | ---------------------
|7.3 | Effect of
 forfeiture

Upon
forfeiture of a Share:

|    |                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the person whose Share is
 forfeited will cease to be a Member in respect of the forfeited Share;                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                        
|(b) | that person will lose all
 entitlements to dividends declared in respect of the forfeited Share and not
 actually paid; and                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                        
|(c) | that person remains liable
 to pay to the Company all money which, at the date of forfeiture, was payable
 by it to the Company in respect of the forfeited Share together with interest
 on that amount from the date of forfeiture until payment at the rate
 determined by the Directors. The Directors are under no obligation to enforce
 payment.
|    |                                                                                                                                                                                                                                                                                                                                                        
|7.4 | Sale of
 forfeited Share                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                        
|(a) | If the Directors determine
 to sell any forfeited Shares, the Company may dispose of any forfeited Shares
 on any terms and in any manner as the Directors determine, and in accordance
 with any applicable requirements of the Act and the Listing Rules.                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                        
|(b) | The Company may do all
 things necessary to give effect to the sale of the forfeited Shares,
 including authorising a Director or any other person to:                                                                                                                                                                                                 

|    |                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (i)                                                                                                                                                                                                                                                                                  | execute a transfer of the
 Shares sold in favour of the purchaser of the Shares; and                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                 | do all acts and things as
 are necessary or desirable under the Act, the Listing Rules, the ACH Clearing
 Rules or the ASTC Settlement Rules, to effect a transfer and to enable the
 forfeited Shares to be disposed of.
|    |                                                                                                                                                                                                                                                                                     
|(c) | The transferee of the
 forfeited Shares is not bound to see to the application of any money paid as
 consideration. The title of the transferee to the Shares is not affected by
 any irregularity or invalidity in connection with the forfeiture, sale or
 disposal of the Shares.

-10-

---

---



|                                                                                                     |                                                                                                                                                        
|---------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|7.5                                                                                                  | Proceeds
 of sale                                                                                                                                      
|                                                                                                     |                                                                                                                                                        
|The proceeds of sale of
 any forfeited Shares received by the Company must be applied in payment of:
|                                                                                                     |                                                                                                                                                        
|(a)                                                                                                  | first, the expenses of the
 sale;                                                                                                                      
|                                                                                                     |                                                                                                                                                        
|(b)                                                                                                  | second, any expenses
 necessarily incurred in connection with the forfeiture, including any interest
 accrued;                                         
|                                                                                                     |                                                                                                                                                        
|(c)                                                                                                  | third, the calls then due
 and unpaid; and                                                                                                             
|                                                                                                     |                                                                                                                                                        
|(d)                                                                                                  | the balance (if any) must
 be paid to the Member whose Shares have been sold within 5 business days of
 receipt by the Company of the proceeds of sale.
|                                                                                                     |                                                                                                                                                        
|7.6                                                                                                  | Redemption
 of forfeited Shares                                                                                                                        

A Share belonging to a
person which has been forfeited may be redeemed at any time up to, but not
including, the day on which the Share is intended to be sold, by payment to the
Company of all calls due on the Share and any other costs and expenses which
may be permitted by the Act and the Listing Rules, and on payment the person is
entitled to the Share as if the forfeiture had not occurred.

|    |                     
|--- | --------------------
|7.7 | Surrender
 of Shares

The Directors may accept the
surrender of any Share which they are entitled to forfeit on any terms they
think fit and any Share so surrendered may be disposed of in the same manner as
a forfeited Share.

|    |                    
|--- | -------------------
|8.  | Transfer
 of Shares
|    |                    
|8.1 | Transfer
 document 

Subject to this
Constitution, the Act, the Listing Rules, the ACH Clearing Rules and the ASTC
Settlement Rules a Member may transfer all or any Shares by a transfer document
duly stamped (if necessary) and delivered to the Company. The transfer document
must be in writing in the usual or common form or in any other form as the Directors
may from time to time prescribe or, in particular circumstances, agree to
accept and must signed by or on behalf of the transferor or as otherwise
permitted by the Act.

|    |                        
|--- | -----------------------
|8.2 | Registration
 procedure

Subject to this
Constitution, the Act, the Listing Rules, the ACH Clearing Rules and the ASTC
Settlement Rules, every transfer document must be delivered to the Company
accompanied by the certificate for the Shares to be transferred and any other
evidence the Directors may require to prove the title of the transferor or its
right to transfer the Shares. The Company must retain all transfer documents
that are registered but any transfer document which the Directors refuse to
register must (except in the case of fraud or suspected fraud) be returned on
demand to the person who deposited that document.

-11-

---

---



|    |                          
|--- | -------------------------
|8.3 | Registration
 of transfer

Subject to clause 8.4, the
Company must register each registrable paper-based transfer of Shares which
complies with clauses 8.1 and 8.2, the Act and the Listing Rules and must do so
without charge.

|    |                          
|--- | -------------------------
|8.4 | Restrictions
 on transfer

Except as otherwise provided
for in the Listing Rules, the ACH Clearing Rules or the ASTC Settlement Rules,
the Directors may in their absolute discretion ask ASTC to apply a holding lock
to prevent a proper transfer, or refuse to register a paper-based transfer, of
a Share where:

|    |                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the Company has a lien on
 the Shares the subject of the transfer;                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                   
|(b) | the Company is served with
 a court order that restricts a Members capacity to transfer the Shares;                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                   
|(c) | registration of the
 transfer may break an Australian law and the ASX has agreed in writing to the
 application of a holding lock (which must not breach an ACH Clearing Rule or
 an ASTC Settlement Rule) or that the Company may refuse to register a
 transfer;
|    |                                                                                                                                                                                                                                                                   
|(d) | during the escrow period
 of Restricted Securities;                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                   
|(e) | if the transfer is
 paper-based, either a law related to stamp duty prohibits the Company from
 registering it or the Company is otherwise allowed to refuse to register it
 under the Listing Rules; or                                                          
|    |                                                                                                                                                                                                                                                                   
|(f) | the transfer does not
 comply with the terms of any employee incentive scheme of the Company.                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                   
|8.5 | Notice of
 refusal to register                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                   
|(a) | If the Company refuses to
 register a paper-based transfer under clause 8.4, it must tell the lodging
 party in writing of the refusal and the reason for it, within 5 business days
 after the date on which the transfer was lodged.                            
|    |                                                                                                                                                                                                                                                                   
|(b) | If the Company asks ASTC
 to apply a holding lock under clause 8.4, it must tell the holder of the Shares
 in writing of the holding lock and reason for it, within 5 business days
 after the date in which it asked for the holding lock.                       
|    |                                                                                                                                                                                                                                                                   
|8.6 | Transfer
 not complete until name entered in the Register                                                                                                                                                                                                         

Subject to the ACH Clearing
Rules and the ASTC Settlement Rules, the transferor of a Share remains the
holder of the Share until the name of the transferee is entered in the Register
in respect of that Share.

|    |                                
|--- | -------------------------------
|8.7 | More than
 3 persons registered

If more than 3 persons are
noted in the Register as holders of securities of the Company, or a request is
made to register more than 3 persons then (except in the case of executors or
trustees or administrators of a deceased Member), the first 3 persons named in
the Register or the request (as the case may be) are deemed to be the holders
of those securities and no other persons will be regarded by the Company as a
holder of those securities for any purpose whatsoever.

-12-

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---



|                                        |                                                                                                                                                                                                                         
|--------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.                                      | Transmission
 of Shares                                                                                                                                                                                                 
|                                        |                                                                                                                                                                                                                         
|9.1                                     | Death of
 a Member                                                                                                                                                                                                      
|                                        |                                                                                                                                                                                                                         
|In the event of the death
 of a Member:
|                                        |                                                                                                                                                                                                                         
|(a)                                     | where the Member was a
 joint holder of any Shares, the surviving joint holder (or holders) is (or
 are) the only person (or persons) recognised by the Company as having any
 title to or interest in those Shares; and
|                                        |                                                                                                                                                                                                                         
|(b)                                     | the legal personal representatives
 of the Member (not being 1 of 2 or more joint holders) are the only persons
 recognised by the Company as having any title to or interest in the Shares
 registered in its name.    
|                                        |                                                                                                                                                                                                                         
|9.2                                     | Transmission
 on death or bankruptcy                                                                                                                                                                                    

Any person becoming entitled
to a Share as a consequence of the death or bankruptcy of a Member or otherwise
by operation of law may, upon production of any evidence of its entitlement
which the Directors may require, elect either to be registered itself as holder
of the Share or to have some person nominated by it registered as the
transferee of that Share.

|    |                                             
|--- | --------------------------------------------
|9.3 | Election
 as to registration on transmission

If the person becoming
entitled to a Share elects to be registered itself, it must deliver or send to
the Company a notice in writing signed by it stating that it so elects. If the
person becoming entitled to a Share elects to have another person registered,
it must effect a transfer of the Share in favour of that person. All the
limitations, restrictions and provisions of this Constitution relating to the
right to transfer, the form of transfer and the registration of transfers of
Shares will be applicable to any notices or transfers.

|     |                                  
|---- | ---------------------------------
|10.  | Alteration
 of capital           
|     |                                  
|10.1 | Companys
 power to alter capital

Subject
to the Act and the Listing Rules, the Company may, by Resolution passed at a
general meeting:

|     |                                                                                                                                                                                                                                                                                          
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  | consolidate all or any of
 its Shares into Shares of a larger amount;                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                          
|(b)  | subdivide its Shares or
 any of them into Shares of a smaller amount, but so that in the subdivision
 the proportion between the amount paid and the amount (if any) unpaid on each
 subdivided Share is the same as it was for the Share from which the
 subdivided Share is derived; or
|     |                                                                                                                                                                                                                                                                                          
|(c)  | cancel Shares which have
 been forfeited, subject to the requirements of the Listing Rules.                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                          
|10.2 | Reduction
 of capital                                                                                                                                                                                                                                                                    

Subject to the Act and the
Listing Rules, the Company may reduce its capital in any manner.

|     |                     
|---- | --------------------
|10.3 | Power to
 buy Shares

The Company may, in accordance
with the Act and the Listing Rules, buy its own Shares on any terms and
conditions determined by the Directors.

-13-

---

---



|     |                                                       
|---- | ------------------------------------------------------
|11.  | Variation or cancellation of rights                   
|     |                                                       
|11.1 | Variation or cancellation of rights of class of Shares

Subject to the
Act and the Listing Rules, all or any of the rights and privileges attached to
any class of Shares (unless otherwise provided by the terms of issue of the
Shares of that class) may be varied or cancelled with the consent in writing of
the holders of at least 75% of the Shares issued in that class or with the
sanction of a Special Resolution passed at a meeting of holders of the Shares of
that class. In relation to any meeting to approve that Resolution:

|     |                                                                                                                                                                                                                                                                                                   
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  | the
 necessary quorum is the holders present personally or by proxy attorney or
 representative and entitled to vote in respect of at least 5% of the issued
 Shares of the class; and                                                                                                            
|     |                                                                                                                                                                                                                                                                                                   
|(b)  | the
 provisions contained in this Constitution relating to notice of meetings, the
 appointment of a chairman and of proxies, attorneys and representatives, the
 depositing and form and validity of proxies and the conduct of general
 meetings will otherwise apply to any meeting of a class.
|     |                                                                                                                                                                                                                                                                                                   
|11.2 | No consent or sanction required for redemption                                                                                                                                                                                                                                                    

A consent or
sanction referred to in clause 11.1 is not required for the redemption of any
Shares or any other variation of rights attaching to any Shares where that
redemption or variation is in accordance with the terms of issue of those
Shares.

|     |                                                        
|---- | -------------------------------------------------------
|11.3 | No variation by issue of further Shares ranking equally

The rights
conferred upon the holders of the Shares of any class is not, unless otherwise
expressly provided by the terms of issue of the Shares of that class, be deemed
to be varied by the creation or issue of further Shares ranking equally in
respect of those rights.

|    |                      
|--- | ---------------------
|12. | Restricted Securities

The Company
must comply in all respects with the requirements of the Listing Rules relating
to Restricted Securities. Notwithstanding any other provisions of this
Constitution:

|     |                                                                                                                                                                                                                                                                        
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  | Restricted
 Securities cannot be disposed of (as the term disposed is defined in the
 Listing Rules) during the escrow period for those Restricted Securities,
 except as permitted by the Listing Rules or ASX;                                                     
|     |                                                                                                                                                                                                                                                                        
|(b)  | the Company
 must refuse to acknowledge a disposal (including registering a transfer) of
 Restricted Securities during the escrow period for any Restricted Securities
 except as permitted by the Listing Rules or ASX; and                                           
|     |                                                                                                                                                                                                                                                                        
|(c)  | during a
 breach of the Listing Rules relating to Restricted Securities, or a breach of
 a restriction agreement, the holder of the Restricted Securities is not
 entitled to any dividend or distribution, or voting rights, in respect of the
 Restricted Securities.
|     |                                                                                                                                                                                                                                                                        
|13.  | Proportional takeover bids                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                        
|13.1 | Definitions                                                                                                                                                                                                                                                            

In this
clause:

approving
resolution has the same meaning as in section 648D(1) of the Act;

-14-

---

---



approving
resolution deadline has the meaning specified in section 648D(2) of the Act;

associate
has the meaning specified in Part 1.2 Division 2 of the Act;

proportional
takeover bid has the meaning specified in section 9 of the Act;

|     |                                                                         
|---- | ------------------------------------------------------------------------
|13.2 | Prohibition on registration of transfer unless takeover scheme
 approved

Where an offer
has been made under a proportional takeover bid in respect of Shares included
in a class of Shares in the Company the registration of a transfer giving
effect to a contract resulting from the acceptance of an offer made under the
proportional takeover bid is prohibited unless and until an approving
resolution to approve the proportional takeover bid is passed in accordance
with the provisions of this Constitution.

|     |                     
|---- | --------------------
|13.3 | Approving resolution

An approving
resolution is to be voted on at a meeting, convened and conducted by the
Company of the persons entitled to vote on the approving resolution under
section 648D(1)(b) of the Act.

|     |                                            
|---- | -------------------------------------------
|13.4 | Entitlement to vote on approving resolution

A person
(other than the bidder or an associate of the bidder) who, as at the end of the
day on which the first offer under the proportional takeover bid was made, held
Shares included in that class is entitled to vote on an approving resolution
and, for the purposes of so voting, is entitled to 1 vote for each of those
Shares.

|     |                                           
|---- | ------------------------------------------
|13.5 | Bidder and associates not entitled to vote

The bidder or
an associate of the bidder is not entitled to vote on an approving resolution.

|     |                            
|---- | ---------------------------
|13.6 | Approving resolution passed

An approving
resolution is taken to have been passed if the proportion that the number of
votes in favour of the resolution bears to the total number of votes on the
Resolution is greater than 50%, and otherwise is taken to have been rejected.

|     |                                    
|---- | -----------------------------------
|13.7 | General meeting provisions to apply

The provisions
of this Constitution that apply to a general meeting of the Company apply, with
any modifications as the circumstances require, to a meeting that is convened
pursuant to this clause and apply as if that meeting was a general meeting of
the Company.

|     |                                                        
|---- | -------------------------------------------------------
|13.8 | Meeting to be held before approving resolution deadline

Where takeover
offers have been made under a proportional takeover bid, then the Directors of
the Company must ensure that a Resolution to approve the proportional takeover bid
is voted on in accordance with this clause before the approving resolution
deadline in relation to the proportional takeover bid.

|     |                                                    
|---- | ---------------------------------------------------
|13.9 | Notice as to whether approving resolution is passed

Where an
approving resolution to approve a proportional takeover bid is voted on, in
accordance with this clause, before the approving resolution deadline in
relation to the proportional takeover bid, the Company must, on or before the
approving resolution deadline:

|    |                         
|--- | ------------------------
|(a) | give to the
 bidder; and
|    |                         
|(b) | serve on ASX            

a notice in
writing stating that an approving resolution to approve the proportional
takeover bid has been voted on and that the approving resolution has been
passed, or has been rejected, as the case requires.

-15-

---

---



|      |                                                
|----- | -----------------------------------------------
|13.10 | Approving resolution deemed to have been passed

Where, as at
the end of the day before the approving resolution deadline in relation to a
proportional takeover bid under which offers have been made, no Resolution to
approve the proportional takeover bid has been voted on in accordance with this
clause, an approving resolution to approve the proportional takeover bid is,
for the purposes of this clause, be deemed to have been passed in accordance
with this clause.

|      |                      
|----- | ---------------------
|13.11 | Effect of this clause

This clause
ceases to have effect on the third anniversary of the date of its adoption or
of its most recent renewal.

|     |                     
|---- | --------------------
|14.  | Unmarketable parcels
|     |                     
|14.1 | Definitions         

In this
clause:

Authorised
Price means the price per Share equal to the average of the last sale price of
the Shares of the Company quoted on the ASX for each of the 10 trading days
immediately preceding the date of any offer to purchase Unmarketable Parcels
accepted by the Company pursuant to this clause;

Effective
Date means the date immediately following the expiry of the period referred to
in the notice given by the Company to Unmarketable Parcel Holders in accordance
with this clause;

Marketable
Parcel means a number of Shares equal to a marketable parcel as defined in the
Listing Rules, calculated on the day before the Company gives notice under
clause 14.2;

Unmarketable
Parcel means a number of Shares which is less than a Marketable Parcel; and

Unmarketable
Parcel Holder means a Member holding less than a Marketable Parcel.

|     |                                     
|---- | ------------------------------------
|14.2 | Notice to Unmarketable Parcel Holder

The Company
may give written notice to an Unmarketable Parcel Holder advising of the
Companys intention to sell its Unmarketable Parcel under this clause, unless
the Unmarketable Parcel Holder, within 6 weeks from the date the notice is sent
by the Company, gives written notice to the Company that it wishes to retain
its Shares in which case the provisions of this clause will not apply to the
Shares held by that Unmarketable Parcel Holder.

|     |                                   
|---- | ----------------------------------
|14.3 | Revocation or withdrawal of notice

If an Unmarketable
Parcel Holder has given written notice to the Company that it wishes its Shares
to be exempted from this clause, it may at any time prior to the Effective Date
revoke or withdraw that notice and the provisions of this clause will then
apply to the Shares held by that Unmarketable Parcel Holder.

-16-

---

---



|     |                             
|---- | ----------------------------
|14.4 | Sale of Unmarketable Parcels

Subject to
clause 14.2, on and from the Effective Date, the Company may sell or otherwise
dispose of the Shares held by each Unmarketable Parcel Holder on any terms and
in that manner and at those times that the Directors determine. For the purpose
of selling or disposing of those Shares, each Unmarketable Parcel Holder
irrevocably:

|     |                                                                                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  | appoints the
 Company as its agent to sell all the Shares held by it at a price not less
 than the Authorised Price;                                                                                                                                
|     |                                                                                                                                                                                                                                                     
|(b)  | appoints the
 Company and each Director and Secretary from time to time jointly and
 severally as its attorney in its name and on its behalf to effect a transfer
 document for its Shares and to otherwise act to effect a transfer of its
 Shares;
|     |                                                                                                                                                                                                                                                     
|(c)  | appoints the
 Company as its agent to deal with the proceeds of sale of those Shares in
 accordance with this clause.                                                                                                                               
|     |                                                                                                                                                                                                                                                     
|14.5 | Company may not sell below Authorised Price                                                                                                                                                                                                         

The Company
may only sell the Shares of an Unmarketable Parcel Holder if the Company has
received offers for all the Shares constituting Unmarketable Parcels at the
same price, which may not be less than the Authorised Price.

|     |                         
|---- | ------------------------
|14.6 | Company to pay all costs

The Company
will pay all costs and expenses of the sale and disposal of Unmarketable
Parcels under this clause.

|     |                                          
|---- | -----------------------------------------
|14.7 | Title of purchaser of Unmarketable Parcel

Once the name
of the purchaser of the Shares sold or disposed of in accordance with this
clause is entered in the Register for those Shares, the title of the purchaser
to those Shares is not affected by any irregularity or invalidity in connection
with the sale or disposal of those Shares and the validity of the sale may not
be impeached by any person.

|     |                                     
|---- | ------------------------------------
|14.8 | Remedy of Unmarketable Parcel Holder

The remedy of
any Unmarketable Parcel Holder who is aggrieved by the sale or disposal of its
Shares under this clause is limited to a right of action in damages against the
Company to the exclusion of any other right, remedy or relief against any other
person.

|     |                                                
|---- | -----------------------------------------------
|14.9 | Evidence of sale in accordance with this clause

A statement in
writing declaring that the person making the statement is a Director or
Secretary of the Company and that the Shares of an Unmarketable Parcel Holder
have been dealt with in accordance with this clause, is conclusive evidence of
the facts stated in the statement as against all persons claiming to be
entitled to those Shares.

-17-

---

---



|      |                            
|----- | ---------------------------
|14.10 | Receipt of proceeds of sale

The receipt by
the Company of the proceeds of sale of the Shares of an Unmarketable Parcel
Holder is a good discharge to the purchaser of all liability in respect of the
purchase of those Shares and the purchaser will not be bound to see to the
application of the money paid as consideration.

|      |                                      
|----- | -------------------------------------
|14.11 | Company to deal with proceeds of sale

The Company
will receive the proceeds of sale of the Shares of each Unmarketable Parcel
Holder and will deal with those proceeds as follows:

|      |                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)   | the proceeds
 must be paid into a separate bank account opened and maintained by the
 Company for that purpose;                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b)   | the proceeds
 must be held in trust for the Unmarketable Parcel Holder;                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                            
|(c)   | the Company
 must, immediately following a receipt of the proceeds, notify the
 Unmarketable Parcel Holder in writing that the proceeds of the sale of those
 Shares have been received by the Company and are being held by the Company
 pending receipt of the certificate for the Shares sold or disposed of and
 seeking instructions from the Unmarketable Parcel Holder as to how the
 proceeds are to be dealt with;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                            
|(d)   | the Company
 must deal with the sale proceeds as instructed by the Unmarketable Parcel
 Holder on whose behalf they are held if the Member provides to the Company
 the certificate for those Shares or, if that certificate has been lost or
 destroyed, a statement and undertaking in accordance with the Act is provided
 to the Company; and                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                            
|(e)   | if the
 whereabouts of the Unmarketable Parcel Holder are unknown or no instructions
 are received from the Unmarketable Parcel Holder within 2 years of the
 proceeds being received by the Company, the Company may deal with those
 proceeds according to the applicable laws dealing with unclaimed monies.                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                            
|14.12 | Overriding effect of this clause                                                                                                                                                                                                                                                                                                                                                                                           

Subject to
clause 14.13 and 14.4, the provisions of this clause 14 have effect despite any
other provision of this Constitution.

|      |                                                                                              
|----- | ---------------------------------------------------------------------------------------------
|14.13 | Clause ceases to have effect following announcement of takeover bid
 or takeover announcement

This clause 14
ceases to have effect following the announcement of a takeover bid or takeover
announcement but, despite clause 14.14, the procedures set out in this clause
may be started again after the close of the bids made under the takeover bid or
takeover announcement.

|      |                                                       
|----- | ------------------------------------------------------
|14.14 | Clause may be invoked only once in any 12 Month period

The provisions
of this clause may be invoked only once in any 12 Month period.

|    |                 
|--- | ----------------
|15. | General meetings

|     |                        
|---- | -----------------------
|15.1 | Annual general meetings

Annual general
meetings of the Company are to be held in accordance with the Act and the
Listing Rules. The business of an annual general meeting is:

-18-

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---



|     |                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  | to receive
 and consider the profit and loss account and balance sheet and the reports of
 the Directors and of the auditors and the statement of the Directors;
|     |                                                                                                                                                                 
|(b)  | to elect
 Directors;                                                                                                                                            
|     |                                                                                                                                                                 
|(c)  | to appoint
 the auditor;                                                                                                                                        
|     |                                                                                                                                                                 
|(d)  | to fix the
 remuneration of the auditors; and                                                                                                                   
|     |                                                                                                                                                                 
|(e)  | to transact
 any other business which may be properly brought before the meeting.                                                                               
|     |                                                                                                                                                                 
|15.2 | General meetings                                                                                                                                                

The Directors
may convene a general meeting of the Company whenever they think fit and must
convene a meeting when requested by Members in accordance with the Act.

|     |                                
|---- | -------------------------------
|15.3 | Members may requisition meeting

Members may
requisition the holding of a general meeting in accordance with the Act and the
Directors must convene a general meeting as soon as practicable after receiving
that requisition.

|     |                          
|---- | -------------------------
|15.4 | Notice of general meeting

Notice of
every annual general meeting, general meeting or meeting of any class of
Members must be given in the manner provided by this Constitution and the Act
to the Members and those persons who are otherwise entitled under this
Constitution to receive notices.

|     |                                      
|---- | -------------------------------------
|15.5 | Contents of notice of general meeting

Every notice
convening a general meeting must include or be accompanied by all information
required by the Act and the Listing Rules and must at least:

|    |                                                                                                                                                                             |                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | set out the
 place, the day and time for the meeting (and, if the meeting is to be held in
 2 or more places, the technology that will be used to facilitate this);        
|    |                                                                                                                                                                             |                                                                                                                                                                 
|(b) | state the
 general nature of the business to be transacted at the meeting and any
 Special Resolution to be proposed;                                                      
|    |                                                                                                                                                                             |                                                                                                                                                                 
|(c) | include a
 statement that:                                                                                                                                                 
|    |                                                                                                                                                                             |                                                                                                                                                                 
|    | (i)                                                                                                                                                                         | a Member
 entitled to attend and vote is entitled to appoint a proxy;                                                                                           
|    |                                                                                                                                                                             |                                                                                                                                                                 
|    | (ii)                                                                                                                                                                        | a proxy need
 not be a Member; and                                                                                                                              
|    |                                                                                                                                                                             |                                                                                                                                                                 
|    | (iii)                                                                                                                                                                       | a Member who
 is entitled to cast 2 or more votes may appoint 2 proxies and must specify
 the proportion or number of votes each proxy is appointed to exercise;
|    |                                                                                                                                                                             |                                                                                                                                                                 
|(d) | be
 accompanied by an instrument of proxy in the form described in this
 Constitution or in any other form as the Directors may from time to time
 prescribe or accept; and
|    |                                                                                                                                                                             |                                                                                                                                                                 
|(e) | if required
 by the Listing Rules, include a voting exclusion statement.                                                                                                   

-19-

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---



|     |                         | 
|---- | ----------------------- | 
|15.6 | Omission to give notice

Except as
prescribed by the Act, the accidental omission to give notice of a meeting to
any Member or the non-receipt of notice of a meeting by any Member does not
invalidate any of the proceedings at that meeting.

|     |                               
|---- | ------------------------------
|16.  | Proceedings at general meeting
|     |                               
|16.1 | Member deemed to be present   

A Member may
attend a general meeting at which it is entitled to be present, and is deemed
to be present, in any of the following ways:

|     |                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------
|(a)  | in person;                                                                                                   
|     |                                                                                                              
|(b)  | by attorney;                                                                                                 
|     |                                                                                                              
|(c)  | by proxy;                                                                                                    
|     |                                                                                                              
|(d)  | in the case
 of a Member that is a body corporate, by a representative appointed by
 section 250D of the Act.
|     |                                                                                                              
|16.2 | Attorney of Member                                                                                           

Any Member may
appoint an attorney to act on its behalf at all meetings of the Company or all
meetings of the Company during a specified period. Before the first meeting at
which the attorney acts on the Members behalf, a power of attorney must be
deposited at the Office or at any place specified in the notice convening that
meeting.

|     |                                 
|---- | --------------------------------
|16.3 | Representative of body corporate

Any Member
that is a body corporate may, in accordance with the Act, by Resolution of its
Directors authorise any person to act as its representative at any meeting.
That representative is then entitled to exercise the same powers as the body
corporate appointing the representative could have exercised as a Member, if it
were a natural person.

|     |                           
|---- | --------------------------
|16.4 | Quorum for general meeting

No business
may be transacted at any general meeting unless a quorum is present at the
commencement of the business. A quorum is 3 Members present in person or by
attorney or proxy.

|     |          
|---- | ---------
|16.5 | No quorum

If a quorum is
not present within 30 minutes after the time appointed for the meeting, any
meeting convened on a requisition of Members is dissolved but any other meeting
stands adjourned to the same day in the next week at the same time and place or
to any other day, time and place as the Directors may appoint by notice to the
Members. If at the adjourned meeting a quorum is not present within 30 minutes
after the time appointed for the adjourned meeting, then those Members who are
present in person are deemed to be a quorum and may transact the business for
which the meeting was called.

|     |                            
|---- | ---------------------------
|16.6 | Chairman of general meeting

The chairman
of the Directors, or, in the chairmans absence, the deputy chairman (if any)
will be entitled to take the chair at every general meeting. If there is no
chairman or if at any meeting the chairman is not present within 30 minutes
after the time appointed for holding the meeting or if the chairman is
unwilling to act, the Directors present may choose a chairman. If the Directors
do not choose a chairman, the Members present must choose 1 of the Directors to
be chairman, and if no Director is present or willing to take the chair, the
Members must choose 1 of the Members to be chairman.

-20-

---

---



|     |                   
|---- | ------------------
|16.7 | Powers of chairman

The chairman
is responsible for the general conduct of the general meeting. At any general
meeting, a declaration by the chairman that a Resolution or Special Resolution
has been carried or carried by a particular majority or not carried and an
entry to that effect in the minutes of proceedings of the Company is conclusive
evidence of the fact without proof of the number or proportion of votes
recorded in favour of or against that Resolution or Special Resolution.

|     |                               
|---- | ------------------------------
|16.8 | Adjournment of general meeting

The chairman
of a general meeting may adjourn the meeting from time to time and from place
to place, but no business will be transacted at any adjourned meeting other
than the business left unfinished at the meeting from which the adjournment
took place.

|     |                            
|---- | ---------------------------
|16.9 | Notice of adjourned meeting

If any general
meeting is adjourned for more than 1 month, a notice of the adjournment must be
given to Members of the Company in the same manner as notice was or ought to
have been given of the original meeting.

|     |                                  
|---- | ---------------------------------
|17.  | Voting                           
|     |                                  
|17.1 | Resolution determined by majority

At a general
meeting all Resolutions submitted to the meeting will be decided by a simple
majority of votes except where a greater majority is required by this
Constitution, the Act or the Listing Rules.

|     |                         
|---- | ------------------------
|17.2 | Casting vote of chairman

In the case of
an equality of votes, the chairman will have a casting vote in addition to the
vote or votes to which the Chairman may be entitled as a Member, unless the
chairman is not entitled for some other reason to cast a vote on the Resolution
or if the chairman casts a vote and the Act, the Listing Rules or this
Constitution require that no account be taken of the vote, in which case the
Resolution is not passed.

|     |                 
|---- | ----------------
|17.3 | Method of voting

Every
Resolution submitted to the meeting, in the first instance, will be determined
by a show of hands unless a poll is demanded in accordance with clause 17.4 or
the Act before or immediately after the declaration of the result of the vote
on a show of hands.

|     |                
|---- | ---------------
|17.4 | Demand for poll

A poll may be
demanded on any Resolution by:

|    |                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the
 chairman;                                                                                                                                          
|    |                                                                                                                                                         
|(b) | at least 5
 Members present in person or by attorney or proxy or by representative; or                                                                  
|    |                                                                                                                                                         
|(c) | any 1 or
 more Members holding Shares conferring not less than 5% of the total voting
 rights of all Members having the right to vote on the Resolution.

-21-

---

---



A demand for a
poll does not prevent a general meeting continuing to transact any business
except the question on which the poll is demanded.

Unless a poll
is duly demanded, a declaration by the chairman of a general meeting that a
resolution has on a show of hands been carried or carried unanimously, or
carried 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 of proportion of the votes
recorded for or against the resolution.

If a poll is
duly demanded at a general meeting, it must be taken in the way and either at
once or after an interval or adjournment as the chairman of the meeting
directs. The result of the poll as declared by the chairman is the resolution
of the meeting at which the poll was demanded. The poll cannot be demanded at a
general meeting on the election of a chairman of the meeting. The demand for a
poll may be withdrawn with the chairmans consent.

|     |                
|---- | ---------------
|17.5 | Conduct of poll

The chairman
will decide in each case the manner in which a poll is taken, but in all cases
it must ascertain the number of votes attaching to Shares held or represented
by persons voting in favour of a Resolution or Special Resolution and the
number of votes attaching to Shares held or represented by persons voting
against the Resolution. Any dispute as to the admission or rejection of a vote
will be determined by the chairman and that determination made in good faith
will be final and conclusive.

|     |      
|---- | -----
|17.6 | Votes

Subject to
this Constitution, the Listing Rules and the rights or restrictions on voting
which may attach to or be imposed on any class of Shares:

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  | on a show of
 hands every Member (including each holder of preference Shares who has a
 right to vote) present in person or by proxy or attorney or representative
 will have 1 vote; and                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(b)  | on a poll
 every Member (including each holder of preference Shares who has a right to
 vote) present in person or by proxy, attorney or representative will have 1
 vote for each fully paid Share held by that Member and a fraction of a vote
 for each partly paid Share, equivalent to the proportion which the amount
 paid (not credited) is of the total amounts paid and payable (excluding
 amounts credited) for that Share, ignoring any amounts paid in advance of a
 call.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17.7 | Direct Voting                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

The Directors
may determine that at any general meeting or class meeting, a member who is
entitled to attend that meeting is entitled to a direct vote. A direct vote
includes a vote delivered to the company by post, fax or other electronic means
approved by the directors. The directors may specify the form, method and timing
of giving a direct vote at a meeting in order for the vote to be valid.

|     |                                
|---- | -------------------------------
|17.8 | Voting if call unpaid on Shares

A Member will
not be entitled to vote at any general meeting in respect of Shares held by the
Member for which calls or other monies are due and payable to the Company at
the time of the meeting. Subject to any restrictions affecting the right of any
Member or class of Members to attend any meeting, a Member holding any Shares
upon which no calls or other monies are due and payable to the Company is
entitled to receive notices and to attend any general meeting and to vote and
be reckoned in a quorum despite that monies are then due and payable to the
Company by that Member in respect of other Shares held by that Member. Upon a
poll, a Member will only be entitled to vote in respect of Shares held by the
Member upon which no calls or other monies are due and payable to the Company
at the time of the meeting.

-22-

---

---



|     |                        
|---- | -----------------------
|17.9 | Voting by joint holders

Where there
are joint holders of any Share, any joint holder may vote at any meeting either
personally or by proxy or attorney or representative in respect of the Shares
as if they were solely entitled to those Shares, but if more than 1 joint
holder is present at any meeting (whether personally, by proxy or by attorney
or by representative) and tenders a vote, only the vote of the joint holder
whose name appears first on the register will be counted. Several legal
personal representatives of a deceased Member will for the purpose of this
clause be deemed to be joint holders of the Shares registered in the name of
that Member.

|      |                      
|----- | ---------------------
|17.10 | Voting by transmittee

A person
entitled to transmission of a Share under clause 8 who, at least 48 hours
before the time notified for a general meeting (or an adjourned meeting),
satisfies the Board of its right to that Share, may vote at that general
meeting in respect of that Share as if the person were registered as the holder
of the Share.

|      |                                 
|----- | --------------------------------
|17.11 | Voting by Member 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 a law relating to mental health, that Members committee
or trustee or other person who properly has the management of the Members
estate may, if that person has at least 48 hours before the time notified for a
general meeting (or an adjourned meeting) satisfied the Board of its
relationship to the Member or the Members estate, exercise the rights of the
Member in respect of the general meeting as if the committee, trustee or other
person were the Member.

|      |                  
|----- | -----------------
|17.12 | Voting exclusions

If:

|    |                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | in
 accordance with the requirements of the Listing Rules; or                                                                                                  
|    |                                                                                                                                                                
|(b) | to ensure
 that a Resolution on which the Act requires that particular persons do not
 cast a vote so that the Resolution has a specified effect under the Act;

the notice of
a general meeting includes any voting exclusion statement specifying that, in
relation to particular business to be considered at that general meeting, votes
cast by particular persons (whether specified by name or description of
particular classes of persons) are to be disregarded by the Company, the
Company must take no account, in determining the votes cast on a Resolution
relating to that business (whether a Special Resolution or an ordinary Resolution)
or for any other purpose, of any vote cast or purported to be cast by or on
behalf of any of those persons (whether on a show of hands or on a poll) in
relation to that Resolution except to the extent permitted by the Listing
Rules.

|      |                                 
|----- | --------------------------------
|17.13 | Ruling on entitlements and votes

An objection
may be raised with the chairman of a general meeting as to the qualification of
a purported voter or the admission or rejection of a vote by any person present
and entitled (or claiming to be entitled) to vote but that objection may be
made only at the general meeting or adjourned meeting at which the purported
voter wishes to vote or the vote objected to is given or tendered and, in
relation to that objection:

-23-

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---



|     |                                                                            
|---- | ---------------------------------------------------------------------------
|(a)  | the decision
 of the chairman is final and conclusive; and                 
|     |                                                                            
|(b)  | a vote not
 disallowed as a result is valid and effective for all purposes.
|     |                                                                            
|18.  | Proxies                                                                    
|     |                                                                            
|18.1 | Instrument appointing proxy                                                

The instrument
appointing a proxy must be in writing and signed by the appointor or the
appointors attorney duly authorised in writing, or, if the appointor is a body
corporate, by its corporate representative or at least 2 of its officers.

|     |                              
|---- | -----------------------------
|18.2 | Deposit of proxy with company

The instrument
appointing a proxy and the original power of attorney (if any) under which it
is signed or a certified copy of the power of attorney must be received by the
Company at least 48 hours before the meeting by delivery to the Companys
office, by facsimile received at the Companys office or at any other place,
fax number or electronic address specified for the purpose in the notice of
meeting or otherwise by any other means permissible under section 250B of the
Act.

|     |                   
|---- | ------------------
|18.3 | Presence of Member

If a Member
has a direct vote, or is present in person, or by its corporate representative,
and a person appointed by that Member as proxy is also present at that meeting,
that person may not exercise the rights conferred by the instrument of proxy
while the Member is present.

|     |                                                
|---- | -----------------------------------------------
|18.4 | Validity of vote given in accordance with proxy

Unless the
Company has received written notice of the matter before the start or
resumption of the meeting at which a proxy votes, a vote cast by the proxy will
be valid even if, before the proxy or attorney voted:

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  | the Member
 dies;                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b)  | the Member
 is mentally incapacitated;                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(c)  | the Member
 revokes the proxys appointment;                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(d)  | the Member
 revokes the authority under which the proxy was appointed by a third party;
 or                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(e)  | the Member
 transfers the Share for which the proxy was given.                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|18.5 | Form of proxy                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(a)  | Every
 instrument of proxy must specify the Members name and address, the Companys
 name, the proxys name or the name of the office held by the proxy and the
 meetings at which the proxy may be used, and must otherwise comply with the
 provisions of section 250A of the Act.                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b)  | The
 instrument of proxy may be worded so that a proxy is directed to vote either
 for or against each of the resolutions to be proposed. Any instrument of
 proxy deposited in accordance with this Constitution in which the name of the
 appointee is not filled will be deemed to be given in favour of the chairman
 of the meeting to which it relates. The instrument of proxy may specify the
 proportion or number of votes that the proxy may exercise.

-24-

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|     |                    
|---- | -------------------
|19.  | Directors          
|     |                    
|19.1 | Number of Directors

The number of
the Directors must not be less than 3, nor, until otherwise determined by the
Company in general meeting, more than 10.

|     |                       
|---- | ----------------------
|19.2 | No Share qualification

A Director
need not be the holder of any Shares in the Company.

|     |                                 
|---- | --------------------------------
|19.3 | Election of Directors by company

The election
of Directors must be by Resolution of the Company in general meeting.

|     |                                                                    
|---- | -------------------------------------------------------------------
|19.4 | Directors may fill casual vacancies or appoint additional Directors

Notwithstanding
clause 19.3, the Directors have power at any time and from time to time to
appoint any other person as a Director either to fill a casual vacancy or as an
addition to the Board but so that the total number of Directors must not at any
time exceed the maximum number for the time being fixed by or under this
Constitution. Any Director appointed under this clause after the Company is
Listed must retire from office at, and will be eligible for re-election at the
next annual general meeting following their appointment, but that Director will
not be taken into account in determining the number of Directors who are to
retire by rotation.

|     |                                       
|---- | --------------------------------------
|19.5 | Eligibility for election as a Director

Except in the
case of a Director retiring from the Board under this Constitution or a person
recommended for appointment by the Board, a person is only eligible to be
appointed as a Director by Resolution of the Company in general meeting, where
the Company receives at its Office at least 30 business days before the
relevant general meeting both:

|     |                                                                                         
|---- | ----------------------------------------------------------------------------------------
|(a)  | a nomination
 of the person by a Member; and                                            
|     |                                                                                         
|(b)  | a consent to
 that nomination signed by the person nominated for election as a Director.
|     |                                                                                         
|19.6 | Alternate Director                                                                      

Subject to the
provisions of the Act and the Listing Rules, each Director may from time to
time by written notice to the Company appoint any person (whether or not a
Member) to act as an alternate Director in their place during any period they
think fit. The following provisions apply to any alternate Director:

|    |                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------
|(a) | that
 Director may be removed or suspended from office by written notice to the
 Company from the Director who appointed it;

-25-

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---



|     |                                                                                                                                                                                                                                                                                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b)  | that
 Director is entitled to receive notice of meetings of the Board, to attend
 meetings (if the Director who appointed it is not present) and to be counted
 towards a quorum at meetings;                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                  
|(c)  | that
 Director is entitled to vote at meetings it attends on all Resolutions on
 which its appointor could vote had that appointor attended and, where that
 Director is a Director in its own right, it has a separate vote on behalf of
 the Director it is representing in addition to its own vote;                          
|     |                                                                                                                                                                                                                                                                                                                                  
|(d)  | that
 Director may exercise any powers that the appointor may exercise in its own
 right where the appointor is unavailable for any reason except the power to
 appoint an alternate Director. The action of an alternate Director will be
 conclusive evidence as against third parties of the unavailability of the
 appointor;
|     |                                                                                                                                                                                                                                                                                                                                  
|(e)  | that
 Director automatically vacates office if the Director who appointed it is
 removed or otherwise ceases to hold office for any reason;                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                  
|(f)  | that
 Director, whilst acting as a Director, is responsible to the Company for its
 own acts and defaults and is not deemed to be the agent of the Director by
 whom it was appointed;                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                  
|(g)  | that
 Director is not entitled to receive any remuneration from the Company but is
 entitled to reimbursement for reasonable travelling and other expenses
 incurred by it in attending meetings of the Board or otherwise on the
 Companys business;                                                                           
|     |                                                                                                                                                                                                                                                                                                                                  
|(h)  | that
 Director is not to be taken into account in determining the number of
 Directors for the purposes of this Constitution; and                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                  
|(i)  | that
 Director may act as an alternate for more than 1 Director.                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                  
|19.7 | Auditor cannot be Director                                                                                                                                                                                                                                                                                                       

No auditor of
the Company or partner or employee or employer of an auditor can be appointed
as a Director or an alternate Director of the Company.

|     |                            
|---- | ---------------------------
|20.  | Directors tenure of office
|     |                            
|20.1 | Directors tenure of office

Each Director,
subject to the Act, the Listing Rules and this Constitution must not hold
office (without re-election) past the third annual general meeting following
its appointment or election or 3 years, whichever is longer, after which they
must retire from office. This clause does not apply to the managing director,
but if there is more than 1 managing director, only 1 is entitled not to be
subject to this clause.

|     |                       
|---- | ----------------------
|20.2 | Retirement by rotation

Unless
otherwise determined by a Resolution of the Company, while the Company is
Listed, one third of the Directors for the time being, or if their number is
not a multiple of 3, then the whole number nearest one third, must retire from
office at each annual general meeting. The Directors to retire will 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 will, unless they
otherwise agree among themselves, be determined by drawing lots. A retiring
Director may act as a Director throughout the meeting at which it retires and
at any adjournment. This clause does not apply to the managing director, but if
there is more than 1 managing director, only the managing director who was
first appointed is entitled not to be subject to re-election.

-26-

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|     |                                           
|---- | ------------------------------------------
|20.3 | Retiring Director eligible for re-election

A Director who
retires or whose office is vacated under this Constitution will be eligible for
election or re-election to the Board. If another person is not elected by the
Company to fill the vacated office, the retiring Director will, if offering
itself for re-election and not being disqualified under the Act or this
Constitution from holding office as a Director, be deemed to have been
re-elected as a Director unless at that general meeting:

|     |                                                                                                   
|---- | --------------------------------------------------------------------------------------------------
|(a)  | it is
 expressly resolved not to fill the vacated office or to reduce the number of
 Directors; or
|     |                                                                                                   
|(b)  | a Resolution
 for the re-election of that Director is put and lost.                               
|     |                                                                                                   
|20.4 | Removal of Director by the Company                                                                

The Company
may by Resolution remove any Director at any time.

|     |                                                                                                                                                                                                                     |                                                                                                                                                                                                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|20.5 | Vacation of office                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                     |                                                                                                                                                                                                
|(a)  | The office
 of a Director will be automatically vacated if:                                                                                                                                                        
|     |                                                                                                                                                                                                                    
|     | (i)                                                                                                                                                                                                                 | the Director
 becomes an insolvent under administration;                                                                                                                                       
|     |                                                                                                                                                                                                                     |                                                                                                                                                                                                
|     | (ii)                                                                                                                                                                                                                | the Director
 becomes of unsound mind or a person whose person or estate is liable to be
 dealt with in any way under the laws relating to mental health;                                      
|     |                                                                                                                                                                                                                     |                                                                                                                                                                                                
|     | (iii)                                                                                                                                                                                                               | the
 Directors office is vacated or the Director is prohibited from being a
 Director in accordance with any of the provisions of the Listing Rules, the
 Act or any order made under the Act;
|     |                                                                                                                                                                                                                     |                                                                                                                                                                                                
|     | (iv)                                                                                                                                                                                                                | the Director
 resigns its office by notice in writing to the Company;                                                                                                                          
|     |                                                                                                                                                                                                                     |                                                                                                                                                                                                
|     | (v)                                                                                                                                                                                                                 | the
 Director, either by itself or by its alternate Director, fails to attend
 Board meetings for a continuous period of 3 Months without leave of absence
 from the Board; or                 
|     |                                                                                                                                                                                                                     |                                                                                                                                                                                                
|     | (vi)                                                                                                                                                                                                                | the Director
 is an executive director upon termination of its employment or services
 agreement with the Company.                                                                             
|     |                                                                                                                                                                                                                     |                                                                                                                                                                                                
|(b)  | A Director
 whose office is vacated under sub-paragraphs (i), (ii) or (iii) of paragraph
 (a), above, will not be eligible for re-election until the disability (or
 disabilities) referred to is (or are) removed.
|     |                                                                                                                                                                                                                    
|21.  | Directors remuneration                                                                                                                                                                                            
|     |                                                                                                                                                                                                                    
|21.1 | Remuneration for non-executive directors                                                                                                                                                                           

Subject to
clause 21.3 and the Listing Rules, the Directors will be paid remuneration for
services rendered as Directors (but excluding any remuneration payable to any
Director under any executive service contract with the Company or a Related
Body Corporate) as the Company in general meeting may from time to time
determine, which may be divided among the Directors in any proportions and in
any manner as they may from time to time determine. The remuneration of a
Director will be deemed to accrue from day to day.

-27-

---

---



|     |                                           
|---- | ------------------------------------------
|21.2 | Additional remuneration for extra services

If any
Director performs extra services or makes any special exertions, whether in
going or residing abroad or otherwise for any of the purposes of the Company,
that Director may be paid an additional sum for those services and exertions.
This payment may be either in addition to or in place of any remuneration
determined under the preceding clause.

|     |                                                    
|---- | ---------------------------------------------------
|21.3 | Remuneration to be in accordance with Listing Rules

The
remuneration payable to Directors must comply with the Listing Rules and in
particular:

|     |                                                                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  | fees payable
 to non-executive directors must be by way of a fixed sum, and not by way of a
 commission on or a percentage of profits or operating revenue;
|     |                                                                                                                                                            
|(b)  | the
 remuneration payable to executive directors must not include a commission on
 or percentage of operating revenue; and                                 
|     |                                                                                                                                                            
|(c)  | the total fees
 payable to Directors must not be increased without the prior approval of
 Members in general meeting.                                      
|     |                                                                                                                                                            
|21.4 | Expenses of Directors                                                                                                                                      

In addition to
any remuneration, the Directors must also be paid all travelling and other
expenses incurred by them in attending and returning from meetings of the
Directors, any committee of the Directors or any general meetings of the
Company or otherwise in connection with the business of the Company.

|     |                                                                            
|---- | ---------------------------------------------------------------------------
|22.  | Directors contracts                                                       
|     |                                                                            
|22.1 | Directors not disqualified from holding office or contracting with
 Company

Except as
otherwise provided in the Act or the Listing Rules:

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  | no Director
 will be disqualified by virtue of its office from holding any office or place
 of profit (other than as auditor) with the Company or with any company
 promoted by the Company or with any corporation in which the Company is a
 Member or which is a Member of the Company or in which the Company is
 otherwise interested;                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b)  | no Director
 will be disqualified by virtue of its office from contracting with the
 Company (whether as vendor, purchaser or otherwise);                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(c)  | no contract
 referred to in this clause 22 or any contract or arrangement entered into by
 or on behalf of the Company in which any Director is in any way interested
 can be avoided and no Director will be liable to account to the Company for
 any profit arising from that contract or arrangement or from any office
 referred to in this clause 22.1 by reason only of that Director holding that
 office or of the Directors fiduciary relationship with the Company.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|22.2 | Director can act in professional capacity                                                                                                                                                                                                                                                                                                                                                                                                                                      

Subject to the
Act and the Listing Rules, a Director or a Directors firm may act in a
professional capacity (other than as auditor) for the Company and that Director
or that Directors firm is entitled to remuneration for professional services
as if the relevant Director was not a Director.

-28-

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|     |                                                                               
|---- | ------------------------------------------------------------------------------
|22.3 | Director not to vote on contract in which it has a material personal
 interest

Subject to the
Act and the Listing Rules, neither a Director nor its alternate may vote at any
meeting of the Board about any contract or arrangement in which the Director
has, whether directly or indirectly, a material personal interest, nor be
present while the relevant matter is considered at the meeting. However, that
Director may execute or otherwise act in respect of that contract or
arrangement.

|     |                                                                                                                                                                                                                                                                                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|22.4 | Directors to declare interest                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                     
|(a)  | Any Director
 who has a material personal interest in a matter that relates to the affairs
 of the Company must give the other Directors notice of the interest, unless
 the interest is of a type referred to in section 191(2)(a) of the Act, or all
 of the conditions referred to in section 191(2)(c) of the Act are satisfied.
|     |                                                                                                                                                                                                                                                                                                                                     
|(b)  | The Director
 must declare the nature and extent of the Directors interest and the
 relation of the interest to the affairs of the Company at the meeting of the
 Directors as soon as possible after the Director becomes aware of their
 interest in the matter.                                                                 
|     |                                                                                                                                                                                                                                                                                                                                     
|(c)  | A Director
 who has an interest in a matter may give a standing notice to the other
 Directors of the nature and extent of that Directors interest in the matter
 in accordance with section 192 of the Act.                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                     
|22.5 | Directors to declare potential conflicts                                                                                                                                                                                                                                                                                            

Any Director
who holds any office or possesses any property the holding or possession of
which might (whether directly or indirectly) create duties or interests in
conflict with its duties or interests as a Director of the Company must declare
the fact of its holding that office or possessing that property and the nature
and extent of any conflict at the first meeting of the Directors held after it
becomes a Director or (if it is already a Director) at the first meeting of the
Directors held after the relevant facts come to its knowledge.

|     |                                              
|---- | ---------------------------------------------
|22.6 | Secretary to record declarations of Directors

The Secretary
must record in the minutes of the meeting any declarations made or notices
given by a Director under this Constitution.

|     |                    
|---- | -------------------
|23.  | Powers of Directors
|     |                    
|23.1 | Powers of Directors

Subject to the
Act and to any provision of this Constitution, the Directors will manage, or
cause the management of, the business of the Company and the Directors may pay,
or cause to be paid, all expenses incurred in promoting and forming the Company
and may exercise, or cause to be exercised, all powers of the Company that are
not, by the Act or by this Constitution, required to be exercised by the
Company in general meeting.

|     |                                
|---- | -------------------------------
|23.2 | Powers to borrow or raise money

Without
limiting the generality of the previous clause, the Directors may from time to
time at their discretion borrow or raise any sum or sums of money or obtain
other financial accommodation for the purposes of the Company and may grant
security for the repayment of that sum or sums or the payment, performance or
fulfilment of any debts, liabilities, contracts or obligations incurred or
undertaken by the Company in any manner and upon any terms and conditions as
they think fit and in particular by the issue or re-issue of bonds, perpetual
or redeemable debentures or any mortgage, charge or other security on the
undertaking or the whole or any part of the property of the Company (both
present and future) including its uncalled or unpaid capital for the time
being.

-29-

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---



|     |                                                
|---- | -----------------------------------------------
|23.3 | Directors may vote Shares in other corporations

Subject to the
Act and the Listing Rules, the Directors may exercise the voting power
conferred by the Shares in any corporation held by the Company in any manner
they think fit, including in circumstances where a Director may be interested
in the exercise, such as an exercise in favour of any Resolution appointing a
Director as an officer of a corporation or voting or providing for the payment
of remuneration to officers of the other corporation.

|     |                  
|---- | -----------------
|23.4 | Agent or attorney

The Directors
may at any time appoint any person or persons to be an agent or attorney of the
Company for any purposes and with any powers, authorities and discretions (not
exceeding those vested in or exercisable by the Directors under this
Constitution) and for any period and subject to any conditions as the Directors
think fit. Any appointment may be made in favour of any company or the members,
directors, nominees or managers of any company or firm or in favour of any
fluctuating body of persons (whether nominated by the Directors or otherwise)
and any document appointing an agent or power of attorney may contain
provisions for the protection or convenience of the agent or attorney and of
persons dealing with the agent or attorney as the Directors may think fit.

|     |                         
|---- | ------------------------
|23.5 | Sub-delegation of powers

Any agent or
attorney appointed by the Directors may be authorised by the Directors to
sub-delegate all or any of the powers, authorities and discretions for the time
being vested in them.

|     |                    
|---- | -------------------
|24.  | Executive directors
|     |                    
|24.1 | Managing director  

The Directors
may at any time appoint 1 or more members of the Board to the office of
managing director or to any other executive office for any period and on any
terms they think fit and, subject to the terms of any agreement entered into in
any particular case, may revoke any appointment. Any appointment is
automatically determined if the person ceases to be a Director.

|     |                                                   
|---- | --------------------------------------------------
|24.2 | Directors may confer powers on executive directors

The Directors
may confer upon a managing director or other executive director any of the
powers exercisable by the Directors upon those terms and conditions and with
any restrictions as they think fit. Any powers so conferred may be concurrent
with or to the exclusion of their own powers. The Directors may at any time
revoke, withdraw, alter or vary all or any of those powers.

|     |                                    
|---- | -----------------------------------
|24.3 | Remuneration of executive directors

Subject to the
Listing Rules and the terms of any agreement entered into with any executive
director, the Board may fix the remuneration of each executive director which
may comprise salary or commission on or participation in profits of the
Company.

|    |                          
|--- | -------------------------
|25. | Proceedings
 of Directors

|     |                
|---- | ---------------
|25.1 | Board
 meetings

The Directors may meet
either:

-30-

---

---



|    |                                                                  
|--- | -----------------------------------------------------------------
|(a) | in person;                                                       
|    |                                                                  
|(b) | by telephone;                                                    
|    |                                                                  
|(c) | by audiovisual linkup; or                                        
|    |                                                                  
|(d) | by any other instantaneous
 communications medium for conferring;

for dispatch of business,
and adjourn and otherwise regulate their meetings as they think fit.

|     |                                               
|---- | ----------------------------------------------
|25.2 | Director
 to be regarded as present at meeting

A Director is regarded as
present at a meeting where the meeting is conducted by telephone, audiovisual
linkup or other instantaneous communications medium for conferring, if the
Director is able to hear, and to be heard by, all others attending the meeting.

|     |                  
|---- | -----------------
|25.3 | Place of
 meeting

A meeting conducted by
telephone, audiovisual linkup or other instantaneous communications medium for
conferring, will be deemed to be held at the place agreed upon by the Directors
attending that meeting, provided that at least 1 of the Directors present at
the meeting was at that place for the duration of the meeting. Meetings may be
held outside Australia.

|     |                                
|---- | -------------------------------
|25.4 | Convening
 of Directors meeting

A Director may at any time
and the Secretary upon the request of a Director must convene a meeting of
Directors.

|     |                   
|---- | ------------------
|25.5 | Notice of
 meeting

Notice of every meeting of
Directors must be given to each Director then in Australia, but failure to give
or receive that notice will not invalidate any meeting.

|     |                                           
|---- | ------------------------------------------
|25.6 | Directors
 may act notwithstanding vacancy

The Directors may act
notwithstanding any vacancy on the Board, but if and so long as their number is
below the number required for a quorum, they must not act except in the case of
emergency or for the purpose of filling up vacancies or summoning a general
meeting.

|     |                           
|---- | --------------------------
|25.7 | Quorum
 for Board meetings

At a meeting of Directors,
the number of Directors necessary to constitute a quorum is that number as is
determined by the Directors and, unless otherwise determined, is 2.

|     |                                          
|---- | -----------------------------------------
|25.8 | Meeting
 competent to exercise all powers

A meeting of the Directors
at which a quorum is present will be competent to exercise all or any of the
powers and discretions vested in or exercisable by the Directors generally.

-31-

---

---



|     |                            
|---- | ---------------------------
|25.9 | Chairman
 of Board meetings

The Directors may elect a
chairman and deputy chairman of their meetings and determine the periods for
which they are to hold office. If no chairman or deputy chairman is elected or
if at any meeting neither the chairman nor the deputy chairman is present at
the time appointed for the meeting, the Directors present at the meeting may
choose 1 of the Directors present to be chairman of the meeting.

|      |                             
|----- | ----------------------------
|25.10 | Documents
 tabled at meeting

An original document, or a
photocopy or facsimile copy of that document, which is in the possession of, or
has been seen by, all Directors attending the Directors meeting prior to, or
at the time of, that meeting, will be deemed to be a document tabled at that
meeting.

|      |                                     
|----- | ------------------------------------
|25.11 | Questions
 to be decided by majority

Questions arising at any
meeting of the Board will be decided by a majority of votes of Directors
present and voting. Subject to the Listing Rules, in the case of an equality of
votes, the chairman of the meeting will have a second or casting vote, but the
chairman will not have a second or casting vote where there are only 2
Directors present who are competent to vote on the question at issue.

|      |                              
|----- | -----------------------------
|25.12 | Votes of
 alternate directors

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.

|      |                   
|----- | ------------------
|25.13 | Equality
 of Votes

In the event of an equality
of votes, the chairman of the meeting has a casting vote in addition to the
chairmans deliberative vote unless only two Directors present are entitled to
vote on the question.

|      |                       
|----- | ----------------------
|25.14 | Resolution
 in writing

A resolution in writing
signed by:

|    |                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | All Directors who are
 eligible to vote on the resolution; or                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                        
|(b) | Directors who are eligible
 to vote on the resolution and constituting in number not less than a majority
 of all appointed Directors, is taken to have been passed by the Directors
 without a meeting and will be valid and effectual as if it had been passed at
 a meeting of the Directors duly convened and held.

For the purposes of this
clause, the signature of an alternate Director will be as effective as, and may
be substituted for, the signature of its appointor.

-32-

---

---



|      |                 
|----- | ----------------
|25.15 | Separate
 Copies

Separate copies of a
document may be used for signing by the Directors provided the wording of the
resolution and statement is identical in each copy and the last of the
Directors constituting the majority, as required, signs the document. The
document may be received signed by email or facsimile.

|      |                                                             
|----- | ------------------------------------------------------------
|25.16 | Resolution
 passed when signed by last of eligible Directors

The resolution is passed
when signed by the last of all eligible Directors or the last Directors
required to constitute the majority, as relevant.

|      |                               
|----- | ------------------------------
|25.17 | Committee
 powers and meetings

The Directors may delegate
any of their powers to a committee of Directors or to a sole Director as they
think fit and may revoke that delegation. Any committee can exercise the powers
delegated to it in accordance with any directions that may from time to time be
imposed upon it by the Board. The meetings and proceedings of any committee
consisting of 2 or more Directors will be governed by the provisions of this
Constitution regulating the meetings and proceedings of the Directors so far as
they are applicable and are not superseded by any direction made by the Board
under this clause.

|      |                               
|----- | ------------------------------
|25.15 | Validity
 of acts of Directors

All acts done by any meeting
of the Directors or by a committee of the Directors or by any person acting as
a Director will be valid even it is discovered afterwards that there was some
defect in the appointment or election of that Director or person acting as a
Director or that any Director was disqualified or had vacated office or was
otherwise not entitled to vote or act.

|    |          
|--- | ---------
|26. | Secretary

A Secretary or
Secretaries of the Company must be appointed by the Directors in accordance
with the Act. At least 1 Secretary must be ordinarily resident in Australia.
The Directors may also appoint acting and assistant Secretaries. Those appointments
may be for any term, at any remuneration and upon any conditions as the
Directors think fit and any person so appointed may be removed by the
Directors.

|     |                                 
|---- | --------------------------------
|27.  | Minutes and registers to be kept
|     |                                 
|27.1 | Minutes                         

The Directors
must cause to be entered in minute books of the Company within 1 Month of the
relevant meeting, minutes containing details of:

|    |                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the names of
 the Directors present at each meeting of the Directors and of any committee
 of Directors;                                                                                                                                              
|    |                                                                                                                                                                                                                                                       
|(b) | all
 declarations made or notices given by any Director (either generally or
 specifically) of its interest in any contract or proposed contract or of its
 holding of any office or property whereby any conflict of duty or interest
 may arise; and
|    |                                                                                                                                                                                                                                                       
|(c) | all
 Resolutions and proceedings of general meetings of the Company, meetings of
 the Directors and meetings of any committee of the Directors.                                                                                                       

-33-

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---



|     |                                 
|---- | --------------------------------
|27.2 | Minutes to be signed by chairman

Any minutes of
any general meetings of the Company, meetings of the Directors or meetings of
any committee of the Directors must be signed by the chairman of the meeting or
by the chairman of the next succeeding meeting and once signed will constitute
prima facie evidence of the matters stated in the minutes.

|     |          
|---- | ---------
|27.3 | Registers

In accordance
with the provisions of the Act and the Listing Rules, the Directors must cause
the Company to keep:

|     |                                                                                                                          
|---- | -------------------------------------------------------------------------------------------------------------------------
|(a)  | a register
 of the holders of any debentures issued by the Company;                                                      
|     |                                                                                                                          
|(b)  | a register
 of charges; and                                                                                              
|     |                                                                                                                          
|(c)  | any other
 registers or subregisters required by the Listing Rules, the ACH Clearing
 Rules or the ASTC Settlement Rules.
|     |                                                                                                                          
|27.4 | Branch registers                                                                                                         

The Company
may cause a branch register of Members to be kept at any place outside
Australia. Subject to the Act, the Directors may make any provisions or
arrangements they think fit for the keeping of any branch register, the
transfer of Shares to, on or from any branch register and to ensure compliance
with the requirements of any local law.

|     |                   
|---- | ------------------
|28.  | The Seal          
|     |                   
|28.1 | Use of common seal

If the Company
has a seal:

|     |                                                                                                                                                                                                                                                                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  | the
 Directors must provide for the safe custody of the Seal;                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                        
|(b)  | the Seal
 must be used only with the authority of the Directors or a committee of the
 Directors with authority from the Directors to authorise the use of the Seal;                                                                                                                   
|     |                                                                                                                                                                                                                                                                                        
|(c)  | every document
 to which the Seal is affixed must be signed by a Director and countersigned
 by another Director, a Secretary, an assistant Secretary or another person
 appointed by the Directors to countersign that document or a class of
 documents which includes that document.
|     |                                                                                                                                                                                                                                                                                        
|28.2 | Duplicate seals                                                                                                                                                                                                                                                                        

The Company
may have for use in place of its common seal, 1 or more duplicate seals, each
of which is a copy of the Seal with the words duplicate seal on it.

|     |           
|---- | ----------
|28.3 | Share seal

The Company
may also have a duplicate common seal which is a copy of the Seal with the
words share seal on it. The share seal must only be used in sealing
certificates for Shares and other securities of the Company and must be used
and affixed in like manner to the Seal.

-34-

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---



|     |                        
|---- | -----------------------
|28.4 | Affixing the Share seal

The Board may
determine:

|    |                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the manner
 (which may be by a mechanical or other automatic means) in which the share
 seal is to be affixed and that affixing attested; and     
|    |                                                                                                                                                   
|(b) | that the
 affixing of the share seal need not occur in the presence of any person;                                                                
|    |                                                                                                                                                   
|(c) | that no
 signatures of any persons are required for the affixing of the share seal;
 and                                                          
|    |                                                                                                                                                   
|(d) | that, if
 signatures are required for the affixing of the share seal, those signatures
 may be affixed by any mechanical or other automatic means.
|    |                                                                                                                                                   
|29. | Negotiable instruments                                                                                                                            

All cheques,
bills of exchange, promissory notes and other negotiable instruments may be
signed, drawn, accepted, made or endorsed (as the case may be) for and on
behalf of the Company by any persons and in any manner as the Directors may
determine.

|     |         
|---- | --------
|30.  | Reserves
|     |         
|30.1 | Reserves

Before
declaring any dividends, the Directors may set aside out of the profits of the
Company any sums they think proper as reserves to be applied to meet
contingencies, to equalise dividends, to pay special dividends, to repair,
improve or maintain any property of the Company or for any other purpose the
Directors in their absolute discretion consider to be in the interests of the
Company. Pending that application, the reserves may, at the discretion of the
Directors, be used in the business of the Company or be invested in any
investments the Directors think fit (including the purchase of Shares of the
Company). The Directors may deal with and vary these investments and dispose of
all or any part for the benefit of the Company and may divide the reserves into
special reserves as they think fit.

|     |                         
|---- | ------------------------
|30.2 | Carry forward of profits

The Directors
may carry forward any profits they consider ought not to be distributed as
dividends without transferring those profits to a reserve.

|     |                      
|---- | ---------------------
|30.3 | Revaluation of assets

Subject to the Act, the Directors may revalue any
assets of the Company.

|     |                                                             
|---- | ------------------------------------------------------------
|31.  | Dividends                                                   
|     |                                                             
|31.1 | Power to determine and declare dividends vested in Directors

The power to
determine that a dividend is payable and to declare dividends (including
interim dividends) is vested in the Directors who may fix the amount and the
timing for payment and the method of payment of any dividend in accordance with
this Constitution.

-35-

---

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|     |                           
|---- | --------------------------
|31.2 | Apportionment of dividends

Subject to
this Constitution, the Act, the Listing Rules and the rights of Members
entitled to Shares with preferential, special or qualified rights as to
dividend, dividends are to be apportioned and paid among the Members in proportion
to the amounts paid up (not credited) on the Shares held by them. Any amount
paid on a Share in advance of a call will be ignored when calculating the
relevant proportion.

|     |                                      
|---- | -------------------------------------
|31.3 | Dividends only payable out of profits

No dividend is
payable except out of the profits of the Company. The declaration of the
Directors as to the amount of the profits of the Company is conclusive.

|     |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.4 | Dividend payable by distribution of assets                                                                                    
|     |                                                                                                                               
|(a)  | The
 Directors when declaring a dividend may:                                                                                 
|     |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (i)                                                                                                                            | resolve that
 the dividend be paid wholly or partly by the distribution of specific assets
 including bonus Shares or other securities of the Company or any other
 corporation; and                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (ii)                                                                                                                           | to the
 extent permitted by law, direct that the dividend be payable to particular
 Members wholly or partly out of any particular fund or reserve or out of
 profits derived from any particular source and to the remaining Members
 wholly or partly out of any other particular fund or reserve or out of
 profits derived from any other particular source and may make the direction
 despite that by doing so the dividend will form part of the assessable income
 for taxation purposes of some Members and will not form part of the
 assessable income of others.
|     |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b)  | All matters
 concerning those dividends including valuation of assets is determined by the
 Directors as they think expedient.
|     |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|31.5 | Dividends may be payable in foreign currency                                                                                  

Dividends will
be declared in Australian currency, but the Directors may, if they think fit,
determine that any dividend payable to some or all the Members will be paid in
a currency or currencies other than Australian currency and for that purpose
the Directors may at the time of declaration of the dividend stipulate a date
on which they will determine the rate or rates at which the dividend will be
converted into the other currency or currencies. Payment in another currency or
currencies of the amount of any dividend converted pursuant to this clause will
be deemed as between the Company and all Members to be an adequate and proper
payment of the amount of the dividend.

|     |                                 
|---- | --------------------------------
|31.6 | No interest payable on dividends

Interest is
not payable by the Company in respect of any dividend.

|     |                                       
|---- | --------------------------------------
|31.7 | Directors may retain certain dividends

The Directors
may retain the dividends payable on any Shares in respect of which any person
is entitled to become a Member as a consequence of death, bankruptcy or other
operation of law until that person or a nominated transferee becomes a Member
in respect of the Shares.

-36-

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|     |                                                             
|---- | ------------------------------------------------------------
|31.8 | Directors may deduct from dividends money payable to Company

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

|      |                                                                                                                           |                                                                                                                                                                                                                   
|----- | ------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.9  | Payment of dividends                                                                                                     
|      |                                                                                                                           |                                                                                                                                                                                                                   
|(a)   | Any
 dividend, interest or other monies payable in respect of any Shares may be
 paid by cheque sent through the post to:
|      |                                                                                                                          
|      | (i)                                                                                                                       | the
 registered address of the Member or person entitled or, in the case of joint
 holders, to the registered address of that holder whose name appears first on
 the Register in respect of the joint holding; or
|      |                                                                                                                           |                                                                                                                                                                                                                   
|      | (ii)                                                                                                                      | to that
 person at that address as the holder or joint holders may in writing direct.                                                                                                                             
|      |                                                                                                                           |                                                                                                                                                                                                                   
|(b)   | Every cheque
 will be made payable to the order of the person to whom it is sent and is at
 its risk.                    
|      |                                                                                                                           |                                                                                                                                                                                                                   
|31.10 | Unclaimed dividends                                                                                                      

Except as
otherwise provided by the Act, all dividends unclaimed for 1 year after having
been declared may be invested or otherwise made use of by the Directors for the
benefit of the Company until claimed.

|      |                           
|----- | --------------------------
|31.11 | Dividend Reinvestment Plan

The Directors
may implement and in their discretion maintain, on terms and conditions
determined by the Directors from time to time, a dividend reinvestment plan
(the Dividend Reinvestment Plan) for cash dividends paid by the Company in
relation to Shares in the capital of the Company to be reinvested by way of
subscription for Shares to be issued and allotted by the Company. Participation
in the Dividend Reinvestment Plan will be available to those Members who wish
to participate in the Dividend Reinvestment Plan and are eligible to do so
under the terms and conditions of the Dividend Reinvestment Plan.

|      |                                        
|----- | ---------------------------------------
|31.12 | Amendment of Dividend Reinvestment Plan

The Directors
may vary, amend or suspend any terms or conditions of the Dividend Reinvestment
Plan as and when they think fit in their discretion.

|     |                          
|---- | -------------------------
|32.  | Capitalisation of profits
|     |                          
|32.1 | Capitalisation of profits

The Directors
may resolve to capitalise any sum for the time being standing to the credit of
any of the Companys reserve accounts, profit and loss account, arising from a
revaluation or sale of assets or otherwise available for distribution to
Members. The sum capitalised will be applied for the benefit of Members (in the
proportions to which those Members would have been entitled in a distribution
of that sum by way of dividend) in one or both of the following ways:

|    |                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | in or
 towards paying up any amounts for the time being unpaid on any Shares held by
 those Members; or                                                   
|    |                                                                                                                                                           
|(b) | in paying up
 in full or in part any unissued Shares or debentures of the Company to be
 allotted and distributed credited as fully paid to those Members.

-37-

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|     |                                                          
|---- | ---------------------------------------------------------
|32.2 | Directors powers in relation to capitalisation of profits

In giving
effect to any Resolution for capitalisation under clause 32.1, the Directors
may:

|     |                                                                                                                                                                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  | appoint any
 person to make an agreement on behalf of the Members entitled to benefit from
 the Resolution where that agreement is required under the Act or is otherwise
 considered by the Directors to be desirable;                                    
|     |                                                                                                                                                                                                                                                            
|(b)  | issue
 fractional certificates or make cash payments where Shares or debentures
 become issuable in fractions; and                                                                                                                                         
|     |                                                                                                                                                                                                                                                            
|(c)  | otherwise
 make provisions for adjusting differences and settling any difficulty arising
 pursuant to the Resolution including a determination that fractions will be
 disregarded or that a fractional entitlement be increased to the next whole
 number.
|     |                                                                                                                                                                                                                                                            
|33.  | Financial statements                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                            
|33.1 | Financial records                                                                                                                                                                                                                                          

The Directors
must cause financial and other records to be kept to correctly record and
explain the transactions and financial position of the Company, to enable true
and fair profit and loss accounts and balance sheets to be prepared and to
permit preparation of any other documents required by the Act, the Listing
Rules or this Constitution. The records must be kept:

|     |                                                                                                                          
|---- | -------------------------------------------------------------------------------------------------------------------------
|(a)  | in a manner
 which will to enable them to be conveniently and properly audited;                                          
|     |                                                                                                                          
|(b)  | for 7 years
 after the completion of the transactions or operations to which they relate;
 and                           
|     |                                                                                                                          
|(c)  | at the
 Office or at any other place as the Directors think fit and at all times be
 open to inspection by the Directors.
|     |                                                                                                                          
|33.2 | Financial, Directors and auditors reports to be laid before annual
 general meeting                                    

At each annual
general meeting, the Directors must lay before the Company a financial report,
a Directors report and an auditors report for the last Financial Year of the
Company that ended before that annual general meeting which comply with all
applicable provisions of the Act and the Listing Rules.

|     |                                 
|---- | --------------------------------
|33.3 | Financial statements and reports

The Company
must cause copies of the Companys financial statements and other reports to be
lodged with the ASIC and ASX and sent to holders of its securities as required
by the Act and the Listing Rules.

|     |         
|---- | --------
|34.  | Audit   
|     |         
|34.1 | Auditors

Auditors of
the Company are appointed and removed and their remuneration, rights and duties
are regulated by the Act.

-38-

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|     |                                   
|---- | ----------------------------------
|34.2 | Financial statements to be audited

The financial
statements of the Company for each Financial Year must be audited by the
auditors in accordance with the Act.

|     |                       
|---- | ----------------------
|34.3 | Register to be audited

The Register,
including any subregisters kept pursuant to the Listing Rules, the ACH Clearing
Rules or the ASTC Settlement Rules, and any branch register of Members of the
Company must be audited at least once every 12 Months or whenever ASX otherwise
asks.

|    |                      
|--- | ---------------------
|35. | Inspection of records

Subject to the
Act, the Directors may determine whether, to what extent, at what times and
places and under what conditions the accounting and other records of the
Company or any of them will be open to the inspection of the Members. No Member
(who is not a Director) will have any right to inspect any account, book or
document of the Company or receive any information concerning the business,
trading or customers of the Company or any trade secret or secret process of
the Company except as provided by the Act or as authorised by the Directors or
a Resolution of the Company in general meeting.

|     |                              
|---- | -----------------------------
|36.  | Notices                      
|     |                              
|36.1 | Service of notices by Company

A notice may
be given by the Company to any Member either personally, by facsimile or
electronically to the relevant facsimile number or electronic address of the
Member as shown on the Register or provided by the Member, by sending it by
post addressed to the Member at its address as shown in the Register or
otherwise by any method (including by advertisement) as the Directors may
determine.

|     |                             
|---- | ----------------------------
|36.2 | Listing Rules and ASTC Rules

Any notice
given under the Listing Rules or ASTC Settlement Rules must contain everything
those rules require it to contain.

|     |                                    
|---- | -----------------------------------
|36.3 | Posting notices to overseas Members

In the case of
a Member whose registered address is outside Australia, a notice sent by post
will be sent by airmail.

|     |                         
|---- | ------------------------
|36.4 | Notices to joint holders

A notice may
be given by the Company to the joint holders of a Share by giving the notice to
the joint holder whose name appears first in the Register and that notice will
be sufficient notice to all the joint holders.

|     |                                                                                                                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|36.5 | Notice deemed to be served                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                         
|(a)  | Any notice
 by advertisement will be deemed to have been served on the day of publication
 of the newspaper containing the advertisement.                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                         
|(b)  | Any notice
 sent by post will be deemed to have been served on the day following the day
 on which the notice is posted unless sent by airmail to an address outside
 the country in which it was posted, in which case it will be deemed to have
 been served on the fifth day following the day on which it is posted.
|     |                                                                                                                                                                                                                                                                                                                         
|(c)  | A notice
 sent by facsimile or other electronic means will be deemed to have been
 served on the same day that it is sent.                                                                                                                                                                                              

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|     |                
|---- | ---------------
|36.6 | Service by post

In proving
service by post, it will be sufficient to prove that the notice was properly
addressed and posted with the required postage. A certificate in writing signed
by any manager, Secretary or other officer of the Company that the notice was
so addressed and posted is conclusive evidence of proper service by post.

|     |                                             
|---- | --------------------------------------------
|36.7 | Notices to Members whose whereabouts unknown

Where:

|    |                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------
|(a) | the Company
 has bona fide reason to believe that a Member is not known at the address
 shown for that Member in the Register;
|    |                                                                                                                               
|(b) | the Company
 has subsequently made an enquiry at that address as to the whereabouts of the
 Member; and                       
|    |                                                                                                                               
|(c) | the enquiry
 either elicits no response or a response indicating that the Members present
 whereabouts are unknown;          

all future
notices will be deemed to be given to the Member if the notice is exhibited in
the Office for a period (not including weekends and public holidays) of 48
hours and will be deemed to be duly served at the commencement of that period.
This clause will apply unless and until the Member informs the Company that the
Member has resumed residence at the Members address shown in the Register or
notifies the Company of a new address to which the Company may send the Member
notices (which new address is deemed to be the Members registered place of
address).

|     |                               
|---- | ------------------------------
|36.8 | Notices binding on transferees

Every person
who by operation of law, transfer or otherwise becomes entitled to any Share
will be bound by every notice in respect of the Share which, prior to its name
and address being entered on the Register, is duly given to the person from
whom it derives its title to the Share.

|     |                                       
|---- | --------------------------------------
|36.9 | Notice to deceased or bankrupt Members

Any notice or
document given to a Member will be deemed to have been duly given in respect of
any Shares held solely or jointly by the Member despite that the Member is
deceased or bankrupt and whether or not the Company has notice of its decease
or bankruptcy until some other person is registered in its stead as the holder
or joint holder.

|      |                   
|----- | ------------------
|36.10 | Signing of notices

The signature
to any notice to be given by the Company may be written or printed.

|      |                 
|----- | ----------------
|36.11 | Counting of days

Where a given
number of days notice or notice extending over any other period is required to
be given, that period shall begin the day after the notice is given. Where a
notice refers to two separate time periods, by reference to a particular act or
event each separate period shall be calculated by including the first or final
day of the period (depending on whether the period is expressed to be before
or after the act or event).

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|     |                               
|---- | ------------------------------
|37.  | Winding up                    
|     |                               
|37.1 | Distribution of surplus assets

If in a
winding up, there remains any assets available for distribution to Members,
then subject to the rights of the holders of Shares issued upon special terms
and conditions, this Constitution, the Act and the Listing Rules, those assets
will be distributed amongst the Members in returning capital paid up on their
Shares and distributing any surplus in proportion to the amount paid up (not
credited) on Shares held by them.

|     |                                                                        
|---- | -----------------------------------------------------------------------
|37.2 | Fee or commission paid to liquidator to be approved in general
 meeting

No fee or
commission will be paid by the Company to any Director or liquidator upon any
sale or realisation of the Companys undertaking or assets or any part thereof
except with the approval of the Company in general meeting, that meeting to be
convened by notice specifying the fee or commission proposed to be paid.

|     |                       
|---- | ----------------------
|37.3 | Distribution in specie

If the Company
is wound up (whether voluntarily or otherwise), the liquidator may, with the
sanction of a Special Resolution, divide among the contributories in specie or
kind any part of the assets of the Company and may, subject to obtaining the
same sanction, vest any part of the assets of the Company in trustees upon
those trusts for the benefit of the contributories or any of them as the
liquidator thinks fit. For the purposes of this clause, the liquidator may set
values as it considers fair and reasonable on any property to be divided and
determine how the division is to be carried out.

|     |                        
|---- | -----------------------
|38.  | Indemnity and insurance
|     |                        
|38.1 | Indemnity              

To the extent
permitted by law:

|    |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the Company must
 indemnify each Director and other officer of the Company against any
 liability (other than legal costs) incurred in acting as a Director or
 officer of the Company other than:                                                                                      
|    |                                                                                                                                                                                                                                                                                         
|    | (i)                                                                                                                                                                                                                                                                                      | a liability
 owed to the Company or a Related Body Corporate;                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                     | a liability
 for a pecuniary penalty order under section 1317G or a compensation order
 under section 1317H of the Act; or                                                                               
|    |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                          
|    | (iii)                                                                                                                                                                                                                                                                                    | a liability
 that did not arise out of conduct in good faith;                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                          
|(b) | the Company
 must indemnify each Director and other officer of the Company for costs and
 expenses incurred by a Director or officer of the Company in defending an
 action for a liability incurred in acting as a Director or officer of the
 Company except for legal costs incurred:
|    |                                                                                                                                                                                                                                                                                         
|    | (i)                                                                                                                                                                                                                                                                                      | in defending
 or resisting any proceedings, whether civil or criminal, in which the
 Director or officer is found to have a liability for which they could not be
 indemnified under subclause (a) above;

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|     |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                    | in defending
 or resisting criminal proceedings in which the Director or officer is found
 guilty;                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                   | in defending
 or resisting proceedings brought by the Australian Securities and Investments
 Commission or by a liquidator for a court order if the grounds for making the
 order are found by the court to have been established, except for costs
 incurred in responding to actions taken by the Australian Securities and
 Investments Commission or a liquidator as part of an investigation before
 commencing proceedings for the court order; or
|     |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                    | in
 connection with proceedings for relief to the Director or other officer under
 the Act in which the relief is denied by the court; and                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(c)  | the Company
 may make a payment, or agree to make a payment, whether by way of advance,
 loan or otherwise, for any legal costs incurred by a Director or officer, on
 the condition that the Director or officer must repay the amount paid by the
 Company to the extent that the Company is ultimately found not liable to
 indemnify the Director or officer for those legal costs.
|     |                                                                                                                                                                                                                                                                                                                                                                                        
|38.2 | Insurance                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                         

To the extent
permitted by law the Company may pay, or agree to pay, a premium in respect of
a contract insuring a person who is or has been a Director or other officer of
the Company or of a subsidiary of the Company other than a liability arising
out of:

|    |                                                                        
|--- | -----------------------------------------------------------------------
|(a) | conduct
 involving wilful breach of duty in relation to the Company; or
|    |                                                                        
|(b) | a
 contravention of section 182 or 183 of the Act.                     

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