Commission File No.  0-

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    EXHIBITS

                                       TO

                                   FORM 20-F/A

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

                             REGISTRATION STATEMENT
                                      UNDER
                       THE SECURITIES EXCHANGE ACT OF 1934

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

                                BRESAGEN LIMITED



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                                INDEX TO EXHIBITS



 Exhibit Number                    Exhibit                        Sequentially
                                                                  Numbered Page
      1.1        Constitution of the Registrant

      2.1        Deposit Agreement,  dated as of February 26,
                 2001, by and among the Registrant, The Bank of New York, as
                 Depositary, and the Owners and Holders of American Depositary
                 Receipts (such agreement is incorporated herein by reference to
                 the Registration Statement on Form F-6 relating to the ADSs
                 (File No. 333-13 162) filed with the Commission on February 9,
                 2001).

      3.1        Consulting  Agreement between the Registrant
                 and John Kucharczyk, effective May 1, 2000.

      10.1       Consent of KPMG dated August 21, 2003.

      10.2       Consent of Acuity Management Pty Ltd.
                 dated August 14, 2003.


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                                   EXHIBIT 1.1











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                                  CONSTITUTION

















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                                TABLE OF CONTENTS


PRELIMINARY..................................................................1

1   Definitions and Interpretation...........................................1

LISTING RULES................................................................3

2   Listing Rule Compliance..................................................3

CAPITAL AND SHARES...........................................................4

3   Issue of Shares..........................................................4

4   CHESS Approved Securities................................................4

5   Commission and brokerage.................................................4

6   Trusts not recognised....................................................4

7   Joint holders............................................................5

8   Share Certificates and Holding Statements................................5

9   Variation of class rights................................................5

CALLS........................................................................6

10  General..................................................................6

LIEN AND FORFEITURE..........................................................8

11  Lien.....................................................................8

12  Lien Sale................................................................8

13  Forfeiture...............................................................9

14  Liability of Former Member...............................................9

15  Disposal of Forfeited Shares............................................10

16  Proceeds of Lien or Forfeiture Sale.....................................10

TRANSFER OF SHARES..........................................................11

17  General.................................................................11

18  Subregisters............................................................12

19  Right to Refuse Registration............................................12


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TRANSMISSION OF SHARES......................................................13

20  Title on Death..........................................................13

21  Entitlement to Transmission.............................................13

CHANGES TO SHARE CAPITAL....................................................14

22  Alteration of Capital...................................................14

GENERAL MEETINGS............................................................14

23  Convening...............................................................14

24  Notice..................................................................15

PROCEEDINGS AT GENERAL MEETINGS.............................................15

25  Member..................................................................15

26  Quorum..................................................................15

27  Chairperson.............................................................16

28  General Conduct.........................................................16

29  Adjournment.............................................................17

30  Decisions...............................................................18

31  Taking a Poll...........................................................18

32  Casting Vote of Chairperson.............................................19

33  Auditor's Right to he Heard.............................................19

VOTES OF MEMBERS............................................................19

34  Entitlement to Vote.....................................................19

35  Unpaid calls............................................................20

36  Joint Holders...........................................................20

37  Objections and Listing Rules............................................20

38  Proxies.................................................................20

39  Instrument Appointing Proxy.............................................21

40  Lodgement of Proxy......................................................21

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41  Validity................................................................22

42  Representatives of Corporations.........................................22

APPOINTMENT AND REMOVAL OF DIRECTORS........................................22

43  No Share Qualification..................................................22

44  Number of Directors.....................................................22

45  Power to Remove and Appoint.............................................23

46  Retirement by Rotation..................................................23

47  Filling a Vacated Office................................................24

48  Nomination of Director..................................................24

49  Vacation of Office......................................................24

REMUNERATION OF DIRECTORS...................................................25

50  Remuneration of Non-Executive Directors and Executive Directors.........25

51  Benefit to Retiring Directors...........................................26

POWERS AND DUTIES OF DIRECTORS..............................................26

52  Directors to Manage Company.............................................26

PROCEEDINGS OF DIRECTORS....................................................27

53  Written Resolutions.....................................................27

54  Directors' Meeting......................................................27

55  Voting..................................................................28

56  Directors' Interests....................................................28

57  Alternate Directors.....................................................29

58  Remaining Directors.....................................................30

59  Chairperson.............................................................30

60  Directors' Committees...................................................30

61  Minutes.................................................................31

EXECUTIVE DIRECTORS.........................................................31


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62  Appointment.............................................................31

63  Powers of Executive Directors...........................................32

SECRETARY...................................................................33

64  Secretary...............................................................33

SEALS.......................................................................33

65  Common Seal.............................................................33

66  Duplicate Seal..........................................................33

67  Certificate Seal........................................................34

INSPECTION OF RECORDS.......................................................34

68  Times for Inspection....................................................34

DIVIDENDS AND RESERVES......................................................34

69  Fix a Time for Payment of Dividends.....................................34

70  Reserves and Profits Carried Forward....................................34

71  Dividend Entitlement....................................................35

72  Restricted Securities...................................................35

73  Deductions from Dividends...............................................35

74  Distribution of Assets..................................................35

75  Payment.................................................................36

76  Election to reinvest dividend...........................................36

77  Election to accept Shares In Lieu of Dividend...........................36

78  Unclaimed dividends.....................................................37

79  Capitalisation of profits...............................................37

POWERS OF ATTORNEY..........................................................38

80  Powers of attorney......................................................38

NOTICES.....................................................................38

81  Service of notices......................................................38

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AUDIT AND FINANCIAL RECORDS.................................................39

82  Company to keep financial records.......................................39

WINDING UP..................................................................40

83  Winding up..............................................................40

INDEMNITY...................................................................40

84  Indemnity...............................................................40

DEFERRED AND PREFERENCE SHARES..............................................41

85  The Schedule............................................................41


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                                BRESAGEN LIMITED
                                 CAN 007 988 767

                                  CONSTITUTION

PRELIMINARY

1     DEFINITIONS AND INTERPRETATION

      1.1   In this Constitution unless a contrary intention appears:

            "ALTERNATE  DIRECTOR"  means a person  appointed  as an  alternate
            director under clause 57;

            "BUSINESS DAY" has the same meaning as in the Listing Rules;

            "CHESS" means the Clearing House Electronic Subregister System;

            "CHESS APPROVED  SECURITIES" means Shares which are the subject of
            the CHESS Rules;

            "CHESS RULES" means the SCH Business Rules and the provisions of the
            Corporations Law and Listing Rules concerning the electronic share
            transfer and registration system;

            "COMPANY" means BresaGen Limited, ACN 007 988 767;

            "CONSTITUTION"  means  this  constitution  as  amended,  varied or
            supplemented from time to.  time;

            "DIRECTOR"  means  a  person  appointed  to  and  acting.  in  the
            position of a director of the Company;

            "DIRECTORS" means any number (not being less than a quorum) of the
            Directors for the time being of the Company constituting a meeting
            of directors or authorised to act in accordance with this
            Constitution;

            "DIVIDEND" includes bonus and interim dividend;

            "EXECUTIVE DIRECTOR" has the meaning given by clause 62.2;

            "HOME BRANCH" has the same meaning as in the Listing Rules;

            "LISTING RULES" means the Listing Rules of the Stock Exchange and
            any other rules of the Stock Exchange which are applicable while the
            Company is admitted to the Official List of the Stock Exchange, each
            as amended or replaced from time to time, except to the extent of
            any express written waiver by the Stock Exchange;
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            "MANAGING DIRECTOR" means a Director appointed as managing director
            under clause 62.1;

            "MEMBER" means a person whose name is entered on the Register as the
            holder of one or more Shares;

            "NON-EXECUTIVE  DIRECTOR" means a Director who is not an Executive
            Director;

            "REGISTER" means the register of Members of the Company;

            "REGISTERED  ADDRESS"  means the  address  of a Member as noted in
            the Register;

            "REPRESENTATIVE" means a person authorised by a Member to act as its
            representative under clause 42 or under section 250D of the
            Corporations Law;

            "RESTRICTED SECURITIES" has the same meaning as in the Listing
            Rules; "Sd" means Securities Clearing House, as defined by the
            Corporations Law; "SCH Business Rules" means the business rules of
            SCH in force from time to time; "Seal" means the Company's common
            seal;

            "SECRETARY" means any person appointed by the Directors pursuant to
            clause 64 to perform any of the duties of a secretary of the Company
            and, if there are joint secretaries, any one or more of such joint
            secretaries;

            "SHARES" means shares in the capital of the Company; and

            "STOCK EXCHANGE" means Australian Stock Exchange Limited ACN 008
            624691 or the Company's Home Branch, as the context requires, and
            includes any body corporate succeeding to all or most of the powers,
            functions and duties of Australian Stock Exchange Limited.

      1.2   INTERPRETATION RULES

            In this Constitution, unless a contrary intention appears:

            (a)   a reference to any legislation or a provision of any
                  legislation includes:

                  (i)   all regulations, orders or instruments issued or made
                        under the legislation or provision; and

                  (ii)  any modification, consolidation, amendment,
                        re-enactment, replacement or codification of such
                        legislation or provision;

            (b) words or expressions:

                  (i)   importing the singular include the plural and vice
                        versa;

                  (ii)  importing a gender include the other genders; and



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                  (iii) denoting individuals or persons include corporations,
                        partnerships, unincorporated bodies, authorities and
                        instrumentalities;

            (c)   words used in this Constitution and given meaning in the
                  Corporations Law have the meaning given to them in the
                  Corporations Law;

            (d)   an expression in a provision of this Constitution that deals
                  with a matter dealt with by a provision of the Corporations
                  Law has the same meaning as in that provision of the
                  Corporations Law;

            (e)   where a word or phrase is defined or given a meaning, any
                  other part of speech or grammatical form has a corresponding
                  meaning;

            (f)   a reference to a clause number is a reference to a clause of
                  this Constitution;

            (g)   any heading is for convenience only and does not affect the
                  interpretation of this Constitution;

            (h)   for the purpose of this Constitution, if the provisions of:

                  (i) the Corporations Law and the Listing Rules; or

                  (ii) the Corporations Law and the SCH Business Rules,

            conflict on the same matter,  the  provisions of the  Corporations
            Law shall prevail.

      1.3   REPLACEABLE RULES

            The provisions of the Corporations Law that apply to certain
            companies as replaceable rules are displaced by this Constitution in
            their entirety and do not apply to the Company.

LISTING RULES

2     LISTING RULE COMPLIANCE

      If the Company is admitted to the official list of the Stock Exchange, the
      following clauses will apply:

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

            (b)   nothing contained in this Constitution prevents an act being
                  done that the Listing Rules require 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);


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

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

            (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.

CAPITAL AND SHARES

3     ISSUE OF SHARES

      Subject  to  the   Corporations   Law,   the  Listing   Rules  and  this
      Constitution:

            (a)   the Directors may issue, allot or dispose of Shares to such
                  persons, at such times and on such terms and conditions as may
                  be determined by the Directors;

            (b)   the Director's power under paragraph (a) include the power to:

                  (i)   issue and allot Shares with any preferential, deferred
                        or special rights, privileges or conditions, or any
                        restrictions relating to dividend, voting, return of
                        capital or otherwise;

                  (ii)  issue and allot preference Shares on terms that they
                        are, or at the option of the Company are liable, to be
                        redeemed;
                  (iii) grant options over unissued Shares; and

                  (iv)  grant other securities with rights of conversion to
                        Shares.

4     CHESS APPROVED SECURITIES

      If any Shares are CHESS Approved Securities, the Company must comply with
      the CHESS Rules in respect of those Shares.

5     COMMISSION AND BROKERAGE

      The Company may exercise the power to pay brokerage or commission
      conferred by the Corporations Law. Any brokerage or commission paid by the
      Company may be made in cash, by the issue or allotment of Shares, or the
      issue of debentures, or by a combination of any of those methods.

6     TRUSTS NOT RECOGNISED

      Except as required by law, the Company will not recognise any person as
      holding a Share on trust and the Company will not be bound to recognise
      any equitable, contingent, future


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or partial interest or any other right in respect of a Share (whether or not the
Company has notice of the interest,  trust or right concerned) except a Member's
absolute right of ownership.

7     JOINT HOLDERS

      7.1   If two or more persons are registered as the holders of a Share,
            they shall be taken to hold the Share as joint tenants with rights
            of survivorship and the person whose name appears first on the
            Register is the only joint holder entitled to receive notices from
            the Company.

      7.2   Any joint holder of a Share may give an effective receipt for any
            dividend or return of capital payable to the joint holders of the
            Share.

      7.3   The Company is not bound to recognise or register more than 3
            persons as joint holders of a Share.

8     SHARE CERTIFICATES AND HOLDING STATEMENTS

      8.1   Subject to the Corporations Law, the Listing Rules and the SCH
            Business Rules (as appropriate), the Directors may:

            (a)   issue and dispatch a certificate to a Member for Shares
                  registered in the Member's name;

            (b)   receive and cancel worn out or defaced certificates and
                  replace them with new certificates;

            (c)   where the Directors have received satisfactory evidence that a
                  certificate has been lost or destroyed (and has not been
                  disposed of), issue a replacement certificate; and

            (d)   if the Company participates in the electronic share transfer
                  and registration system conducted in accordance with the CHESS
                  Rules, issue and dispatch statements to Members as required by
                  those Rules.

      8.2   Subject to the Corporations Law, the Listing Rules and the SCH
            Business Rules, Shares may be held on any subregister maintained by
            or on behalf of the Company.

9     VARIATION OF CLASS RIGHTS

      9.1   If the Company's share capital is divided into different classes of
            Shares, the rights attached to any class may, unless the terms of
            issue of Shares in that class state otherwise, be varied or
            cancelled with either:

            (a)   the written consent of the holders of at least 75% of the
                  issued Shares of that class; or

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            (b)   the sanction of a special resolution passed at a separate
                  meeting of the holders of Shares of that class.

      9.2   The provisions of this Constitution relating to general meetings
            apply, with necessary changes, to separate class meetings except
            that:

            (a)   a quorum at such a meeting is constituted by 2 persons present
                  in person or by proxy, attorney or Representative who together
                  hold or represent at least one-third of the issued Shares of
                  the class or, if there is only one holder of Shares in a
                  class, that person; and

            (b)   any holder of Shares of the class present in person or by
                  proxy, attorney or Representative may demand a poll.

      9.3   The rights conferred on the holders of Shares which are not ordinary
            shares and which have preferential or other special rights will,
            unless otherwise expressly provided by their terms of issue, be
            taken to be varied or abrogated by:

            (a) the issue of more Shares; or

            (b) the conversion of existing Shares to new Shares,

            which rank equally with or in priority to those Shares.

CALLS

10    GENERAL

      10.1  Subject to the Listing Rules and the terms on which partly paid
            Shares are issued, the Directors may make calls on the holders of
            partly paid Shares for any money unpaid on those Shares.

      10.2  A call is deemed to be made when a resolution of the Directors
            authorising the call is passed. The Directors may revoke or postpone
            a call after it has been made.

      10.3  The Directors may require or allow a call to be paid by instalment.

      10.4  The Directors must provide written notice to a Member of a call made
            in respect of a Share held by that Member. The notice must specify
            the amount of the call, the due date or dates for payment of the
            call, the place for payment and any other information required by
            the Listing Rules.

      10.5  A Member to whom such notice is given must pay to the Company the
            amount specified in the notice at the date or dates and place
            specified in the notice. The joint holders of a Share are jointly
            and severally liable to pay a call in respect of the Share.

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      10.6  Failure to send a notice of a call to any Member or the non-receipt
            of a notice of a call by any Member does not invalidate the call.

      10.7  If:

            (a)   the Directors require a call to be payable by instalments; or

            (b)   an amount becomes payable by the terms of issue of Shares on
                  allotment, or at a time or in circumstances specified in the
                  terms of issue,

            then the instalment or the amount (as the case may be) is payable as
            if it were a call made by the Directors and as if the Directors had
            given notice of it, and the consequences of late payment or
            non-payment of the instalment or the amount are the same as the
            consequences of late payment or non-payment of a call.

      10.8  If any amount called is not paid on or before the date appointed for
            payment, the person liable to pay the amount will be required to
            pay, in addition to the amount called:

            (a)   interest on that amount from the due date to the time of
                  actual payment at a rate determined by the Directors (which
                  rate must not exceed 20% per annum); and

            (b)   all expenses incurred by the Company as a consequence of the
                  non-payment,

            provided that the Directors may waive payment of the interest and
            expenses in whole or in part.

      10.9  On the hearing of any action for the recovery of money due in
            respect of any call, proof that:

            (a)   the name of the person sued was, when the call was made,
                  entered in the Register as the holder or a holder of a Share
                  in respect of which the call was made;

            (b)   the resolution of the Directors authorising the call is duly
                  recorded in the minute book of Directors' meetings; and

            (c)   notice of the call was given to the person sued,

            will be conclusive evidence of the debt.

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

      10.11 The Directors may accept from a Member, subject to whatever terms
            and conditions they see fit, the whole or any part of the amount
            unpaid on a Share before that amount has been called.

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      10.12 The Directors may authorise the Company to pay interest on any
            amount accepted pursuant to sub-clause 10.11 until the date on which
            the amount becomes payable under a call and at a rate (not exceeding
            20% per annum) agreed between the Member and the Directors.

LIEN AND FORFEITURE

11    LIEN

      11.1  To the extent permitted by the Listing Rules, the Company has a
            first and paramount lien on every partly paid Share and dividends
            from time to time declared, paid or made in respect of that Share
            for:

            (a)   all due and unpaid calls and instalments in respect of the
                  Share;

            (b)   where the Share was acquired under an employee incentive
                  scheme, any amount which is owed to the Company for acquiring
                  the Share under the scheme; and

            (c)   all money which the Company is required by law to pay (and has
                  paid) in respect of the Share.

            In each case, the lien shall extend to reasonable interest, and
            expenses incurred by the Company by virtue of the amount not being
            paid.

      11.2  The Company may do all things which the Directors think necessary or
            appropriate to do under the SCH Business Rules and the Listing Rules
            to enforce or protect the Company's lien.

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

      11.4 The Directors may exempt a Share wholly or partly from a lien.

12    LIEN SALE

      12.1  Subject to sub-clause 12.2 and the Listing Rules, the Company may
            sell, in any manner the Directors see fit, any Share on which the
            Company has a lien.

      12.2  A Share on which the Company has a lien cannot be sold by the
            Company unless:

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

            (b)   the Company gave, not less than 14 days before the date of the
                  sale, written notice to the Member or the Member's executors
                  or administrators who hold the Share (as the case may be)
                  demanding payment of the sum.

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13    FORFEITURE

      13.1  The Directors may, at any time after a call or instalment in respect
            of a Share becomes payable and remains unpaid by a Member, serve a
            written notice on the Member requiring the Member to pay the unpaid
            amount, any interest that has accrued in respect of the unpaid
            amount and all expenses incurred by the Company as a consequence of
            the non-payment.

      13.2  The notice under sub-clause 13.1 must:

            (a)   specify a day (not earlier than 14 days after the date of the
                  notice) on or before which the payment required by the notice
                  must be made; and

            (b)   state that if a Member does not comply with the notice, the
                  Shares in respect of which the call was made or the instalment
                  is payable will be liable to be forfeited.

      13.3  If a Member does not comply with a notice given pursuant to
            sub-clause 13.1, any or all of the Shares in respect of which the
            notice was given may be forfeited pursuant to a resolution of the
            Directors to that effect.

      13.4  A forfeiture under sub-clause 13.3 will extend to all dividends
            declared in respect of the forfeited Shares and not actually paid
            before the forfeiture.

      13.5  On forfeiture, Shares become the property of the Company and must,
            subject to the Corporations Law and Listing Rules, be cancelled or
            sold, re-allotted or otherwise disposed of on such terms and
            conditions as determined by the Directors.

      13.6  The Directors may, at any time before a forfeited Share is
            cancelled, sold, re-allotted or otherwise disposed of, annul the
            forfeiture of the Share on such terms and conditions as determined
            by them.

      13.7  As soon as possible after a Share has been forfeited:

            (a)   notice of the forfeiture must be given to the Member in whose
                  name the Share was registered immediately before its
                  forfeiture; and

            (b)   the forfeiture and its date must be noted in the Register.

      13.8  Omission or neglect to give notice of, or to note, a forfeiture as
            required by sub-clause 13.7 will not invalidate a forfeiture.

14    LIABILITY OF FORMER MEMBER

      14.1  A person whose Shares have been forfeited:

            (a)   will cease to be a Member in respect of the forfeited Shares;

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            (b)   will remain liable to pay all money (including interest and
                  expenses) that was payable by the person to the Company at the
                  date of forfeiture in respect of the forfeited Shares; and

            (c)   will be liable to pay interest from the date of forfeiture
                  until the date of payment of such money at a rate determined
                  by the Directors (which rate must not exceed 20% per annum).

      14.2  A former Member's liability under sub-clause 14.1 ceases if and
            when:

            (a)   the Company receives payment in full of all money (including
                  interest and expenses) payable by the former Member in respect
                  of the forfeited Shares; or

            (b)   the liability is released or waived in accordance with the
                  Listing Rules.

15    DISPOSAL OF FORFEITED SHARES

      15.1  Where the Company disposes of or sells a forfeited Share, the
            Company may receive the consideration (if any) given for the
            forfeited Share and effect a transfer of the Share in favour of the
            person to whom the Share is sold or disposed.

      15.2  The purchaser of a forfeited Share:

            (a)   is not bound to check the regularity of the sale or the
                  application of the purchase price;

            (b)   obtains title to the Share despite any irregularity in the
                  sale and will be registered as the holder of the Share; and

            (c)   will not be subject to complaint or remedy by the former
                  holder of the Share in respect of the purchase.

      15.3  A statement signed by a Director and the Secretary that a Share has
            been regularly forfeited and sold or re-allotted, or regularly sold
            without forfeiture to enforce a lien, is conclusive evidence of the
            matters stated as against all persons claiming to be entitled to the
            Share.

16    PROCEEDS OF LIEN OR FORFEITURE SALE

      The net proceeds of any sale of a Share made to enforce a lien or on
      forfeiture must be applied by the Company in the following order:

            (a)   payment of the costs of the sale;

            (b)   payment of all amounts secured by the lien or of all money
                  that was payable in respect of the forfeited Share; and

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            (c)   payment of any surplus to the person who was the holder of the
                  Share before the lien sale or before the Share was forfeited
                  (as the case may be).

TRANSFER OF SHARES

17    GENERAL

      17.1  A Member may transfer all or any Shares held by the Member, subject
            to this Constitution.

      17.2  Shares which are Restricted Securities cannot be disposed of during
            the escrow period provided far by the Listing Rules, except as
            permitted by the Listing Rules or the Stock Exchange.

      17.3  Subject to sub-clause 17.4, Shares may be transferred by a written
            transfer instrument in any usual or common form or as approved by
            the Directors. A written transfer instrument must be:

            (a)   executed by the transferor or (where the Corporations Law
                  permits) stamped by the transferor's broker;

            (b)   unless the Directors decide otherwise in the case of a fully
                  paid Share, executed by the transferee or (where the
                  Corporations Law permits) stamped by the transferee's broker;
                  and

            (c)   in the case of a transfer of partly paid Shares, endorsed or
                  accompanied by an instrument executed by the transferee or by
                  the transferee's broker to the effect that the transferee
                  agrees to accept the Shares subject to the same terms and
                  conditions on which the transferor held them, to become a
                  Member and to be bound by this Constitution.

      17.4  The Directors may direct that the Company participate in the
            electronic share registration and transfer system conducted in
            accordance with the CHESS Rules. If the Company participates in such
            system then, notwithstanding any other provision of this
            Constitution, the Company must comply with and give effect to the
            CHESS Rules.

      17.5  In order to effect a transfer of Shares by way of a written transfer
            instrument:

            (a)   the written transfer instrument must be left at the Company's
                  registered office or at any other address specified by the
                  Company;

            (b)   where a certificate has been issued in respect of the Shares,
                  the instrument must be accompanied by such certificate, unless
                  the Directors waive production of the certificate;

            (c)   the Directors may require other evidence of the transferor's
                  right to transfer the Shares; and

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            (d)   the transfer must be registered and the name of the transferee
                  must be entered in the Register.

      If the requirements of paragraphs (a) to (d) are satisfied then, subject
      to clause 19, the transfer shall be effected.

      17.6  Except in the case of a proper SCH transfer, a transferor of Shares
            remains the holder of the Shares transferred until the transfer is
            registered and the name of the transferee is entered in the Register
            in respect of the Shares and a transfer of Shares does not pass the
            right to any dividends in respect of the Shares until such
            registration.

18    SUBREGISTERS

      The Company must observe the SCH Business Rules relating to any right to
      close a subregister operated by the Company and the collection and
      processing of SCH related messages.

19    RIGHT TO REFUSE REGISTRATION

      19.1  The Directors may only:

            (a)   refuse to register a transfer of Shares by way of a written
                  transfer instrument; or

            (b)   request SCH to apply a holding lock to prevent a proper SCH
                  transfer of Shares,

      in circumstances where the Listing Rules permit (whether expressly or by
      implication) or require the Company to do so.

      19.2  Without limiting the generality of sub-clause 19.1, the Directors
            must refuse to register a transfer of Shares which are Restricted
            Securities during the escrow period provided for by the Listing
            Rules, unless the transfer is permitted by the Listing Rules or the
            Stock Exchange.

      19.3  If the Company refuses to register a transfer of Shares by way of a
            written transfer instrument or requests SCH to apply a holding lock
            to prevent a proper SCH transfer of Shares, the Company must, in
            accordance with the Listing Rules, tell the lodging party of the
            refusal or holding lock and the reasons for the refusal or holding
            lock.

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<PAGE>

TRANSMISSION OF SHARES

20    TITLE ON DEATH

      20.1  In the case of the death of a Member:

            (a)   the legal personal representative of the Member, where the
                  Member was the sole holder of the Share; and

            (b)   the other joint holder, where the deceased Member was a joint
                  holder of Shares,

            are the only persons whom the Company will recognise as having any
            title to the deceased Member's Shares.

      20.2  The estate of the deceased Member or any other joint holder will not
            be released from any liability to the Company in respect of the
            Shares.

      20.3  The Company may register or give effect to a transfer to a
            transferee who dies before the transfer is registered.

21    ENTITLEMENT TO TRANSMISSION

      21.1  A person who becomes entitled to a Share in consequence of the
            death, mental illness or bankruptcy of a Member may, subject to
            producing evidence of his or her entitlement which is satisfactory
            to the Directors, elect to:

            (a)   be registered as the holder of the Share; or

            (b)   nominate another person to be registered as the holder of the
                  Share.

      21.2  If such person:

            (a)   elects to be registered as the holder of the Share, then the
                  person must deliver or send to the Company a written notice of
                  election signed by him or her; or

            (b)   nominates another person to be registered as the holder of the
                  Share, the person must execute a transfer of the Share to that
                  other person.

      21.3  An election to be registered as a holder of a Share under sub-clause
            21.1(a) and a transfer of a Share pursuant to sub-clause 21.2(b) are
            subject to the same limitations, restrictions and provisions of this
            Constitution as would apply if they were a transfer made by a Member
            pursuant to clause 17.

      21.4  A person who has become entitled to a Share by operation of law and
            produced evidence of his or her entitlement which is satisfactory to
            the Directors, is entitled to receive dividends and other rights in
            respect of the Share.

                                       13
<PAGE>

      21.5  Where two or more persons are jointly entitled to a Share in
            consequence of the death of the registered holder, they will be
            considered to be joint holders of the Share.

CHANGES TO SHARE CAPITAL

22    ALTERATION OF CAPITAL

      22.1  The Company may,  subject to the  Corporations Law and the Listing
            Rules:

            (a)   consolidate and divide all or any of its share capital;

            (b)   subdivide all or any of its Shares;

            (c)   cancel Shares that have not been taken or agreed to be taken
                  by any person or have been forfeited; and

            (d)   reduce its share capital.

      22.2  For the purpose of giving effect to any consolidation and division
            of share capital, or any subdivision of Shares, the Directors may
            settle any difficulty which arises with respect to fractions of
            Shares in any manner that they think expedient.

      22.3  In a reduction of share capital under the Corporations Law that is
            an equal reduction, the terms of the reduction may comprise or
            include the transfer or distribution of specific assets (whether
            held in the name of the Company or in the name of any wholly owned
            subsidiary of the Company), including fully paid shares in, or
            debentures of, any other corporation.

      22.4  For the purposes of any transfer or distribution of shares in any
            other corporation under the terms of an equal reduction as referred
            to in sub-clause 22.3, each Member:

            (a)   is deemed to have agreed to become a member of that
                  corporation; and

            (b)   appoints the Company or any of the Directors as its agent to
                  execute any transfer of shares or other document required to
                  effect the transfer or distribution of shares to that Member.

GENERAL MEETINGS

23    CONVENING

      23.1  The Directors may convene a general meeting of the Company whenever
            they think fit. The Directors must convene a general meeting when
            requisitioned by a Member in accordance with the Corporations Law.

      23.2  Annual general meetings are to be held in accordance with the
            Corporations Law.

                                       14
<PAGE>

24    NOTICE

      24.1  Members must be given written notice of a general meeting in
            accordance with the Corporations Law and the Listing Rules. Without
            limiting the generality of the foregoing, such notice must:

            (a)   specify the place, date and time of the meeting (and if the
                  meeting is to be held in two or more places, the technology
                  that will be used to facilitate the meeting);

            (b)   state the general nature of the business to be transacted at
                  the meeting;

            (c)   specify a place, facsimile number and (if the Directors
                  desire) an electronic address for the purposes of lodging
                  proxy appointments; and

            (d)   specify particulars of any determination made under section 1
                  109N of the Corporations Law.

      24.2  The Directors may postpone a general meeting, change the place at
            which a general meeting is to be held or cancel a general meeting
            (other than a meeting convened as the result of a requisition by a
            Member in accordance with the Corporations Law) at any time before
            the day of the meeting. The Directors must give notice of a
            postponement, change or cancellation to all persons entitled to
            receive notices of general meetings from the Company.

      24.3  An omission to send a notice of a general meeting (including a proxy
            appointment form) or a notice of the postponement, change in place
            or cancellation of a general meeting to any Member or the
            non-receipt of any such notice (or proxy appointment form) by any
            Member does not invalidate the proceedings at or any resolution
            passed at the relevant general meeting.

PROCEEDINGS AT GENERAL MEETINGS
25    MEMBER

      In clauses 26, 27, 28, 30, and 34 "Member" includes a Member present in
      person or by proxy, attorney or Representative.

26    QUORUM

      26.1  No business will be transacted at a general meeting unless a quorum
            of Members is present comprising five Members holding not less than
            five percent of the issued capital of the Company.

      26.2  If a quorum is not present within .30 minutes after the time
            appointed for the commencement of a general meeting:

                                       15
<PAGE>

            (a)   if the meeting was convened by or on the requisition of
                  Members, it is automatically dissolved; or

            (b)   in any other case:

                  (i)   it will stand adjourned to the same time and place seven
                        days after the meeting, or to another day, time and
                        place as determined by the Directors; and

                  (ii)  if at the adjourned meeting a quorum is not present
                        within 30 minutes after the time appointed for the
                        commencement of the meeting, the meeting is
                        automatically dissolved.

27    CHAIRPERSON

      27.1  The chairperson of Directors' meetings, or in the chairperson's
            absence, the deputy chairperson of Directors' meetings, will be the
            chairperson at every general meeting of Members.

      27.2  If:

            (a)   there is no chairperson or deputy chairperson of Directors'
                  meetings; or

            (b)   neither the chairperson nor the deputy chairperson of
                  Directors' meetings is present within 15 minutes after the
                  time appointed for the commencement of the general meeting; or

            (c)   the chairperson and the deputy chairperson of Directors'
                  meetings are unwilling to act as chairperson of the general
                  meeting, then the Directors present may elect a chairperson of
                  the general meeting.

      27.3  If no chairperson is elected by the Directors in accordance with
            clause 27.2, then:

            (a)   the Members may elect one of the Directors present as
                  chairperson of the general meeting; or

            (b)   if no Director is present or willing to take the chair, the
                  Members may elect one of the Members present as chairperson of
                  the general meeting.

28    GENERAL CONDUCT

      28.1  The chairperson of a general meeting will be responsible for the
            general conduct of the meeting and may require the adoption of any
            procedures which are in his or her opinion necessary or desirable
            for proper and orderly debate or discussion and the proper and
            orderly casting or recording of votes at the general meeting.

                                       16
<PAGE>

      28.2  If there is a dispute at a general meeting about a question of
            procedure, othe chairperson may determine the question and any such
            determination will be final and conclusive.

      28.3  The chairperson may, at any time he or she considers it necessary or
            desirable for the proper and orderly conduct of the meeting:

            (a)   terminate debate or discussion of any business, question,
                  motion or resolution being considered by the meeting and
                  require any such business, question, motion or resolution to
                  be put to a vote of the Members present;

            (b)   allow debate or discussion on any business, question, motion
                  or resolution being considered by the meeting to continue,

            and any such decision by the chairperson is final.

      28.4  The Chairperson of an annual general meeting must allow a reasonable
            opportunity for the Members at the meeting to:

            (a)   ask questions about or make comments on the management of the
                  Company; and

            (b)   ask the Auditor or his or her representative questions
                  relevant to the conduct of the audit and the preparation and
                  contents of the Auditor's report.

      28.5  The chairperson may refuse a person admission to, or require a
            person to leave and not return to, a general meeting if the person:

            (a)   refuses to permit examination of any article in the person's
                  possession; or

            (b)   is in possession of any electronic or recording device,
                  placard or banner or other article which the chairperson
                  considers to be dangerous, offensive or liable to cause
                  disruption.

29    ADJOURNMENT

      29.1  The chairperson may with the consent of a general meeting, and must
            if directed by the meeting, adjourn the general meeting to another
            time.

      29.2  An adjourned general meeting may take place at a different venue
            from the initial meeting.

      29.3  The only business that can be transacted at an adjourned general
            meeting is the unfinished business of the initial meeting.

      29.4  If a general meeting has been adjourned for more than 30 days,
            notice of the adjourned general meeting must be given to Members as
            if it were an original

                                       17
<PAGE>

            general meeting, but otherwise it is not necessary to give notice of
            an adjourned general meeting or the business of an adjourned general
            meeting.

      29.5  A poll cannot be demanded on any resolution concerning the
            adjournment of a general meeting, except by the chairperson. .

30    DECISIONS

      30.1  Subject to the Corporations Law provisions in relation to special
            resolutions, a resolution is carried if a majority of the votes cast
            on the resolution are in favour of the resolution.

      30.2  A resolution put to the vote of a general meeting will be decided on
            a show of hands unless a poll is demanded in accordance with the
            Corporations Law.

      30.3  Unless a poll is demanded:

            (a)   a declaration by the chairperson that a resolution has been
                  carried, carried by a specified majority, or lost; and

            (b)   an entry to this effect in the minutes of the meeting, are
                  conclusive evidence of the fact without proof of the number or
                  proportion of the votes in favour of or against the
                  resolution.

      30.4  A demand for a poll may be withdrawn.

      30.5  A decision of a general meeting may not be impeached or invalidated
            on the ground that a person voting at the meeting was not entitled
            to do so.

31    TAKING A POLL

      31.1  Subject to clause 31.2, if a poll is duly demanded it will be taken
            either immediately or after an interval or adjournment as the
            chairperson directs.

      31.2  A poll demanded by the chairperson on any resolution concerning the
            adjournment of a meeting must be taken immediately.

      31.3  The result of a poll will determine whether the resolution in
            respect of which the poll was demanded is carried or lost.

      31.4  The chairperson may determine any dispute about the admission or
            rejection of a vote on a poll, and such determination, if made in
            good faith, will be final and conclusive.

      31.5  A poll cannot be demanded on any resolution concerning the election
            of the chairperson of a meeting.

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<PAGE>

32    CASTING VOTE OF CHAIRPERSON

      The chairperson does not have (in addition to any votes cast by the
      chairperson as a Member, proxy, attorney or Representative) a casting vote
      on a show of hands or on a poll.

33    AUDITOR'S RIGHT TO he Heard

      The Company's auditor is entitled to:

            (a)   receive notice of and attend any general meeting of the
                  Company;

            (b)   be heard at any general meeting of the Company on any part of
                  the business of the meeting that concerns the Auditor in his
                  or her capacity as auditor, even if:

                  (i) the Auditor retires at the meeting; or

                  (ii)  the Members pass a resolution to remove the Auditor from
                        office; and

            (c)   authorise a person in writing to attend and speak at any
                  general meeting as the Auditor's representative.

VOTES OF MEMBERS
34    ENTITLEMENT TO VOTE

      34.1  Subject to the Corporations Law, this Constitution and to any rights
            or restrictions attaching to any class of Shares, at meetings of
            Members or classes of Members each Member may vote and:

            (a) on a show of hands every Member has one vote;

            (b) on a poll every Member has:

                  (i)   one vote for each fully paid Share held by the Member;
                        and

                  (ii)  for each partly paid Share held by the Member, a
                        fraction of a vote equivalent to the proportion which
                        the amount paid (not credited) on the Share is of the
                        total amounts paid and payable (excluding amounts
                        credited) on the Share.

      34.2  A Member who holds Shares that are Restricted Securities is not
            entitled to any voting rights in respect of those Shares during a
            breach of the Listing Rules or a restriction agreement in relation
            to those Shares.

      34.3  If a Member is of unsound mind or is a person whose estate is liable
            to be dealt with in any way under laws relating to mental health,
            the Member's committee or


                                       19
<PAGE>

            trustee or such other person as properly has the  management  of the
            Member's estate may exercise any rights of the Member in relation to
            a general meeting as if the committee,  trustee or other person were
            the Member.

35    UNPAID CALLS

      A member is not entitled to vote at a general meeting unless all calls and
      other sums presently payable by the Member in respect of the Member's
      Shares have been paid.

36    JOINT HOLDERS

      36.1  If two or more joint holders purport to vote, the vote of the joint
            holder whose name appears first in the Register will be accepted to
            the exclusion of the other joint holder or joint holders.

      36.2  For the purpose of this clause 36, several executors or
            administrators of a deceased Member in whose sole name any Shares
            are registered will be deemed joint holders of the Shares.

37    OBJECTIONS AND LISTING RULES

      37.1  An objection to the qualification of a voter may only be raised at
            the general meeting or adjourned general meeting at which the vote
            was cast. An objection must be referred to the chairperson of the
            meeting, whose decision made in good faith is final. Subject to
            sub-clause 37.2, a vote not disallowed pursuant to such an objection
            is valid for all purposes.

      37.2  A vote which the Listing Rules require the Company to disregard is
            not valid.

38    PROXIES

      38.1  A Member who is entitled to attend and cast a vote at: a general
            meeting of the Company may appoint not more than two other persons,
            who need not be Members, as that Member's proxy or proxies to attend
            and vote at a general meeting on that Member's behalf.

      38.2  A proxy or attorney may be appointed for all general meetings, for
            any number of general meetings or for a particular purpose.

      38.3  If a Member appoints one proxy, that proxy may vote on a show of
            hands. If a Member appoints two proxies neither proxy may vote on a
            show of hands.

      38.4  A proxy may demand or join in demanding a poll.

                                       20
<PAGE>

39    INSTRUMENT APPOINTING PROXY

      39.1  A notice of a general meeting must contain an instrument for
            appointing a proxy which is in a form as approved by the Directors
            from time to time and (where required) complies with the Listing
            Rules.

      39.2  An instrument appointing a proxy must be signed by the appointor or
            the appointor's attorney or, if the appointor is a corporation, be
            under the appointor's common seal or signed by a director, secretary
            or attorney of the corporation.

      39.3  A proxy may vote or abstain as he or she chooses except to the
            extent that his or her appointment indicates the manner in which the
            proxy must vote on any resolution. The proxy must vote or abstain on
            a poll or show of hands in accordance with any such instructions.

      39.4  A proxy's appointment is valid at an adjourned meeting.

      39.5  Unless otherwise provided for in the instrument appointing a proxy
            or in any instrument appointing an attorney, the appointment of a
            proxy or an attorney will be taken to confer authority on the
            appointee:

            (a)   to vote on any amendment moved to the proposed resolutions and
                  on any motion that the proposed resolutions not be put or any
                  similar motion; and

            (b)   to vote on any procedural motion, including any motion to
                  elect a chairperson, to vacate the chair or to adjourn the
                  meeting.

      39.6  If an instrument of proxy is signed by a Member but does not name
            the proxy or proxies in whose favour it is given, the chairperson
            may either act as proxy or complete the instrument of proxy by
            inserting the name or names of one or more Directors or the
            Secretary.

40    LODGEMENT OF PROXY

      40.1  The instrument appointing a proxy must be received by the Company at
            its registered office or at such other address as the Company may
            direct at least 48 hours before the time for holding the general
            meeting or adjourned general meeting to which the proxy relates
            (unless specified otherwise in the notice of meeting to which the
            proxy relates). If the instrument appointing a proxy purports to be
            executed under a power of attorney or other authority, the original
            document or a notarially certified copy of it must be forwarded with
            the written appointment.

      40.2  If sub-clause 40.1 is not complied with, the appointment of a proxy
            will not be treated as valid.

                                       21
<PAGE>

41    VALIDITY

      A vote cast in accordance with an instrument appointing a proxy or a power
      of attorney is valid notwithstanding that before the vote was cast the
      appointor:

            (a)   died;

            (b)   became of unsound mind;

            (c)   revoked the proxy or power; or

            (d)   transferred the Shares in respect of which the vote was cast,

            unless written notification of the death, unsoundness of mind,
            revocation or transfer was received by the Company at its registered
            office or at such other address as the Company may allow before the
            commencement of the relevant general meeting or adjourned general
            meeting.

42    REPRESENTATIVES OF CORPORATIONS

      42.1  Any Member which is a body corporate may appoint an individual as
            its representative in relation to general meetings or as otherwise
            permitted by the Corporations Law.

      42.2  The chairperson of a general meeting may permit a person claiming to
            be a Representative to exercise his or powers even if he or she has
            not produced a certificate evidencing his or her appointment.

      42.3  The appointment of a representative may set out restrictions on the
            representative's powers.

APPOINTMENT AND REMOVAL OF DIRECTORS

43    NO SHARE QUALIFICATION

      A Director or an Alternate Director need not hold any Shares to qualify
      for the office of Director or Alternate Director, but a Director (and an
      Alternate Director when acting as a Director) is entitled to notice of,
      and to attend and speak at, all general meetings and at every meeting of
      the holders of Shares or any class of Shares.

44    NUMBER OF DIRECTORS

      44.1  The number of Directors of the Company shall be as fixed by the
            Directors from time to time, provided that such number must not be
            less than 3 or more than 12.

      44.2  The Directors and the Secretary in office as at the date on which
            this Constitution is adopted by the Company shall continue in office
            subject to this Constitution.

                                       22
<PAGE>

      44.3  The Directors may appoint any person as a Director to fill a casual
            vacancy or as an addition to the existing Directors, provided that
            this does not result in the total number of Directors exceeding the
            maximum number specified in sub-clause 44.1. A Director appointed
            under this sub-clause:

            (a)   must retire at the first annual general meeting following his
                  or her appointment, and

            (b)   will not be taken into account in determining the number of
                  Directors who must retire by rotation.

45    POWER TO REMOVE AND APPOINT
      45.1  Subject to the Corporations Law, the Company may, by resolution
            passed in general meeting:

            (a)   appoint a person as Director;

            (b)   remove any Director before the end of the Director's period of
                  office and appoint another person in the Director's place.

      45.2  A person appointed under paragraph 45.1(b) will hold office for the
            period for which the Director replaced would have held office if he
            or she had not been removed.

      45.3  If a majority of Directors is of the opinion that the conduct or
            position of any Director is such that the Director's continuance in
            office would be prejudicial to the interests of the Company, the
            majority of Directors may suspend that Director. The Directors must
            convene a general meeting within 14 days of the suspension at which
            the Members may either confirm the suspension and remove the
            Director from office pursuant to sub-clause 45.1(b) or annul the
            suspension and reinstate the Director.

46    Retirement by Rotation

      46.1  At each annual general meeting, one-third of the Directors or, if
            their number is not three or a multiple of three, then the number
            nearest to, but no more than, one-third, must retire from office and
            their positions be open to election.

      46.2  The Directors subject to retirement under sub-clause 46.1 are those
            Directors who have been longest in office since they were last
            appointed. Directors appointed on the same day may agree amongst
            themselves or determine by lot which of them is subject to
            sub-clause 46.1.

      46.3  In any other case, a Director must retire from office:

            (a)   at the third annual general meeting after the Director was
                  last appointed; or

                                       23
<PAGE>

            (b)   three years after the Director was last appointed, whichever
                  is longer.

      46.4  A retiring director is eligible for re-election.

      46.5  The Managing Director shall not while holding that office be subject
            to this clause 46 or be taken into account in determining the
            rotation of retirement of Directors.

47    FILLING A VACATED OFFICE

      47.1  If a Director retires at a general meeting, the general meeting may
            by ordinary resolution elect a person to fill the vacated office.

      47.2  If a retiring Director has offered himself or herself for
            re-election, the retiring Director will be considered to have been
            re-elected unless, at the general meeting at which he or she
            retires:

            (a)   it is resolved not to fill the vacated office;

            (b)   the general meeting elects another person to the office; or

            (c)   a resolution for the re-election of the Director is put and
                  lost.

48    NOMINATION OF DIRECTOR

      48.1  A person other than a Director seeking re-election is not eligible
            for election as a Director at a general meeting unless the person,
            or a Member who intends to propose the person, has left at the
            Company's registered office a written notice:

            (a)   stating the person's consent to the nomination;

            (b)   stating either that the person is a candidate for the office
                  of Director or that the Member intends to propose the person
                  for election to the office of Director; and

            (c)   which is countersigned by at least 50 Members, unless the
                  Member who intends to propose the person has at least 5% of
                  the votes that may be cast at a general meeting of the
                  Company.

      48.2  A notice given in accordance with clause 48.1 must be left at the
            Company's registered office or at such other address as the Company
            may specify at least:

            (a)   in the case of a person recommended for election by the
                  Directors, 20 Business Days before the relevant general
                  meeting; and

            (b)   in any other case, 30 Business Days before the relevant
                  general meeting.

49    VACATION OF OFFICE

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

                                       24
<PAGE>

            (a)   ceases to be a Director by virtue of the operation of the
                  Corporations Law;

            (b)   is prohibited by the Corporations Law from holding office or
                  continuing as a Director;

            (c)   is prohibited from holding, or is removed from, the office of
                  Director by an order made under the Corporations Law;

            (d)   becomes bankrupt or makes any general arrangement or
                  composition with his or her creditors;

            (e)   becomes of unsound mind or a person whose person or estate is
                  liable to be dealt with in any way under laws relating to
                  mental health;

            (f)   is removed by a resolution passed at a general meeting of the
                  Company;

            (g)   is absent from Directors' meetings for three consecutive
                  months without the consent of the Directors; or

            (h)   resigns that office by written notice to the Company;

REMUNERATION OF DIRECTORS

50    REMUNERATION OF NON-EXECUTIVE DIRECTORS AND EXECUTIVE DIRECTORS

      50.1  Subject to sub-clause 50.2, Non-Executive Directors may be
            remunerated for their services, provided that such remuneration is
            paid as a fixed sum and not as a commission on, or a percentage of,
            profits or operating revenue.

      50.2  The aggregate of all remuneration paid by the Company to
            Non-Executive Directors must not exceed a maximum sum as determined
            by the Company in general meeting. This sum must not be increased
            without obtaining the approval of the Company in general meeting in
            accordance with the Listing Rules.

      50.3  If a Non-Executive Director is required to perform services for the
            Company which, in the opinion of the Directors, are outside the
            scope of the ordinary duties of a Director, the Company may pay the
            Non-Executive Director a fixed sum determined by the Directors in
            addition to or instead of the Director's remuneration under
            sub-clause 50.1. No payment may be made under this sub-clause if the
            payment would result in the aggregate of all remuneration paid to
            Non-Executive Directors exceeding the maximum sum referred to in
            sub-clause 50.2.

      50.4  The remuneration of an Executive Director may from time to time be
            fixed by the Directors. Subject to the Listing Rules, the
            remuneration may be by way of salary, commission, participation in
            profits, by the issue or allotment of Shares or options over
            unissued Shares or by all or any of these modes, but must not be by
            commission on, or a percentage of, operating revenue.

                                       25
<PAGE>

      50.5  The Company may pay all travelling, hotel and other expenses
            properly incurred by a Director in attending and returning from
            meetings of the Directors or any committee of the Directors or
            general meetings of the Company or otherwise in connection with the
            Company's business.

      50.6  The Company may also pay a premium in respect of a contract insuring
            a person who is or has been a Director against liability incurred by
            the person as a Director, except in circumstances prohibited by the
            Corporations Law.

51    BENEFIT TO RETIRING DIRECTORS

      51.1  Subject to the Listing Rules and the Corporations Law, the Company
            may, at the discretion of the Directors:

            (a)   pay a Director a gratuity, pension, allowance or other benefit
                  on retirement or other vacation of office;

            (b)   contribute to any premiums for the purchase or provision of
                  any such gratuity, pension, allowance or other benefit; and

            (c)   enter into a contract with a prospective, present or former
                  Director for the payment of the benefits and making of the
                  contributions referred to in paragraphs (a) and (b).

      51.2  The Directors may establish, support or assist in the establishment
            or support of funds and trusts to provide pension, retirement,
            superannuation or similar payments or benefits to the Directors.

POWERS AND DUTIES OF DIRECTORS

52    DIRECTORS TO MANAGE COMPANY

      52.1  The business of the company is to be managed by the Directors who
            may exercise all powers of the Company that this Constitution, the
            Corporations Law or the Listing Rules do not require to be exercised
            by the Company in general meeting.

      52.2  Without limiting the generality of clause 52.1, the Directors may
            exercise all the powers of the Company to:

            (a)   borrow money;
            (b)   charge any property or business of the Company or all or any
                  of its uncalled capital;

            (c)   issue debentures or give any other security for a debt,
                  liability or obligation of the Company or of any other person;
                  and

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<PAGE>

            (d)   guarantee or become liable for the payment of money or the
                  performance of any obligation by or of any other person.

      52.3  The Directors may, by power of attorney, appoint any person to be
            the attorney of the Company for such purpose and with the powers,
            authorities and discretions vested in or exercisable by the person
            for such period and subject to such terms and conditions as the
            Directors think fit.

PROCEEDINGS OF DIRECTORS

53    WRITTEN RESOLUTIONS

      53.1  If a majority of the Directors who are eligible to vote on a
            resolution have signed a document containing a statement that they
            are in favour of a resolution as set out in the document, then a
            resolution in those terms is taken to have been passed, without a
            Directors' meeting having been held, on the day on which the
            document was last signed by a Director forming part of the majority.

      53.2  Any resolution under sub-clause 53.1 may consist of several
            documents in like form, each signed by one or more Directors.

      53.3  Any documents referred to in this clause 53 may be in the form of a
            facsimile transmission or electronic notification.

      53.4  This clause 53 also applies to meetings of Directors' committees as
            if all members of the committee were Directors.

      53.5  Any document referred to in this clause 53 must be sent to every
            Director who is entitled to vote on the resolution (whether or not
            the Director intends to sign the document).

54    DIRECTORS' MEETING

      54.1  Upon receiving a request from the chairperson, the deputy
            chairperson, or any 2 Directors for a meeting of Directors to be
            held, the Secretary must call a meeting of Directors.

      54.2  All Directors are entitled to notice of a Directors' meeting. Notice
            of a meeting of Directors may be given in writing, or the meeting
            may be otherwise called using any technology consented to by all the
            Directors.

      54.3  Subject to the Corporations Law, a Directors' meeting may be held by
            the Directors communicating with each other by any technological
            means by which they are able simultaneously to hear each other and
            to participate in discussion. A Director who participates in a
            meeting held in accordance with this clause 54.3 is taken to be
            present and entitled to vote at the meeting.

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<PAGE>

      54.4  Clause 54.3 also applies to meetings of Directors' committees as if
            all members of the committee were Directors.

      54.5  The Directors may meet together, adjourn and regulate their meetings
            as they think fit.

      54.6  Subject to the Corporations Law, a quorum for meetings of Directors
            may be fixed by the Directors, provided that a quorum so determined
            must not be less than two.

      54.7  Where a quorum cannot be established for the consideration of a
            particular matter at a meeting of Directors, the chairperson or the
            Managing Director may convene a general meeting of Members to deal
            with the matter.

      54.8  If it is discovered that there was a defect in the appointment of a
            person as a Director, Alternate Director or member of a Directors'
            committee, or a person appointed to one of those positions was
            disqualified from acting in that position, all acts of the Directors
            or the Directors' committee before the discovery was made are as
            valid as if the person had been duly appointed or was not
            disqualified.

55    VOTING

      55.1  Questions arising at a meeting of Directors are to be decided by a
            majority of votes of the Directors present and voting.

      55.2  Subject to clause 56, each Director has one vote at a Directors'
            meeting.

      55.3  In the event of an equality of votes, the chairperson of a meeting
            of Directors has a casting vote in addition to his or her
            deliberative vote, except at a meeting where only two of the
            Directors who are present are entitled to vote.

      55.4        (a) An Alternate Director has one vote for each Director for
                  whom he or she is an alternate.

            (b)   If the Alternate Director is a Director, he or she also has a
                  vote as a Director.

56    DIRECTORS' INTERESTS

      56.1  A Director who has a material personal interest in a matter that is
            to be considered at a meeting of Directors:

            (a)   must not vote on the matter or be present while the matter is
                  being considered at the meeting; and

            (b)   must not be counted in the quorum in relation to that matter,

            if to do so would be contrary to the Corporations Law~

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<PAGE>

      56.2  Each Director must disclose to the Company particulars of:

            (a)   any material contract in which the Director is interested,
                  including the names of the parties to the contract,
                  particulars of the contract, and the Director's interest in
                  the contract; and

            (b)   any material personal interest in a matter that is being
                  considered at a meeting of the Directors.

      56.3  Voting by a Director contrary to this clause 56, or failure by a
            Director to make disclosure pursuant to this clause 56, does not
            render void or voidable a contract in which the Director has an
            interest.

      56.4  Provided that a Director makes disclosure as required by this clause
            56, the Director and any firm, body or entity in which a Director
            has a direct or indirect interest may in any capacity:

            (a)   enter into any contract or arrangement with the Company;

            (b)   be appointed to and hold any office or place of profit under
                  the Company, other than the office of auditor of the Company;
                  and

            (c)   act in a professional capacity, other than as auditor of the
                  Company, for the Company,

            and may receive and retain for his or her benefit any remuneration,
            profits or benefits so received as if he or she were not a Director.

57    ALTERNATE DIRECTORS

      57.1  A Director may, with the approval of the chairperson, appoint any
            person as his or her alternate. The appointment of an Alternate
            Director may be revoked at any time by the appointing Director or by
            a majority of the other Directors.

      57.2  An Alternate Director is entitled to notice of Directors' meetings
            while he or she is acting in that capacity and, if the appointing
            Director is not present at a meeting, is entitled to attend, be
            counted in a quorum (only once, regardless of any other capacity in
            which he or she is present) and vote as a Director.

      57.3  An Alternate Director is an officer of the Company and is not an
            agent of the appointing Director.

      57.4  The provisions of this Constitution which apply to Directors also
            apply to Alternate Directors, except that an Alternate Director is
            not entitled in his or her capacity as Alternate Director to any
            remuneration from the Company otherwise than from his or her
            appointing Director.

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<PAGE>

      57.5  An Alternate Director's appointment ends automatically when his or
            her appointing Director ceases to be a Director.

      57.6  Any appointment or revocation under this clause must be effected by
            written notice delivered to the Secretary. o

      57.7  For the purposes of clause 56, an Alternate Director does not have
            an interest in a contract or arrangement or a material personal
            interest in a matter by reason only of the fact that his or her
            appointing Director has such an interest.

58    REMAINING DIRECTORS

      58.1  The Directors may act even if there are vacancies on the board.

      58.2  If the number of Directors is not sufficient to constitute a quorum
            at a Directors' meeting, the Director or Directors may act only to:

            (a) appoint a Director; or

            (b) convene a general meeting.

59    CHAIRPERSON

      59.1  The Directors may elect a Director as chairperson of Directors'
            meetings and may determine the period for which the chairperson will
            hold office.

      59.2  The Directors may elect a Director as deputy chairperson to act in
            the chairperson's absence and may determine the period for which
            deputy chairperson will hold office.

      59.3  If no chairperson is elected, or if the chairperson and the deputy
            chairperson are not willing to act as chairperson or are not present
            at any Directors' meeting within 10 minutes after the time appointed
            for the meeting to begin, the Directors present must elect a
            Director present to be chairperson of that meeting.

60    Directors' Committees

      60.1  The Directors may delegate any of their powers, other than those
            which by law must be dealt with by the Directors as a board, to a
            committee or committees. The Directors may at any time revoke any
            delegation of power to a committee.

      60.2  At least one member of each committee must be a Director. The other
            members of a committee will be chosen by the Directors.

      60.3  A committee must exercise its powers in accordance with any
            directions given by the Directors and a power exercised in that way
            is taken to have been exercised by the Directors.

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<PAGE>

      60.4  A committee may be authorised by the Directors to sub-delegate all
            or any of the powers for the time being vested in it.

      60.5  Meetings of a committee will be governed by the provisions of this
            Constitution which deal with Directors' meetings so far as they are
            applicable and are not inconsistent with any directions given by the
            Directors.

      60.6  A committee may meet and adjourn as its thinks fit:

      60.7  Questions arising at a meeting of a committee will be determined by
            a majority of votes of the committee members present and entitled to
            vote.

61    MINUTES

      61.1  The Directors must cause minutes to be made of

            (a) all proceedings and resolutions of:

                  (i) general meetings;

                  (ii) Directors' meetings; and

                  (iii) meetings of Directors' committees,

                  and such minutes must include the names of the Directors
                  present at all general meetings, Directors' meetings and
                  meetings of Directors' committees;

            (b)   all resolutions passed by Directors in accordance with clause
                  53;

            (c)   appointments of officers, but only if the Directors resolve
                  that a minute of the appointment should be made; and

            (d)   all disclosures of interests made pursuant to clause 56.

      61.2  Minutes must be signed by the chairperson of the meeting or by the
            chairperson of the next meeting, and if so signed will as between
            the Members, Directors or committee members (as the case may be) be
            conclusive evidence of the matters stated in the minutes.

EXECUTIVE DIRECTORS

62    APPOINTMENT

      62.1  The Directors may appoint:

            (a)   a Director to the office of Managing Director;

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<PAGE>

            (b)   a Director to any other full-time or substantially full-time
                  executive position in the Company,

            on such terms and conditions as they think fit.

      62.2  A Director appointed under sub-clause 62.1(a) or 62.1(b), and a
            Director otherwise occupying a full-time or substantially full-time
            executive position in the Company or a related body corporate, is
            referred to in this Constitution as an Executive Director.

      62.3  The position of chairperson of Directors' meetings may be a
            full-time executive position if the Directors so resolve.

      62.4  If the appointment of an Executive Director is for a fixed term, the
            term must not exceed five years.

      62.5  Without limiting the rights of the Company in general meeting under
            clause 45, the Directors may, subject to the terms of an Executive
            Director's employment contract, suspend, remove or dismiss him or
            her from executive office and appoint another Director or other
            person in that place.

      62.6  If an Executive Director is suspended from executive office, he or
            she will be entitled to attend and be heard, but will not be
            entitled to vote (unless the Directors otherwise determine) at any
            meeting of Directors.

      62.7  A Director who holds any executive office in the Company (including
            the office of Managing Director) ceases to be a Director when he or
            she ceases to hold that executive office.

      62.8  A person ceasing to be a Director by virtue of sub-clause 62.7 will
            not thereby be rendered ineligible for appointment as a Director.

63    POWERS OF EXECUTIVE DIRECTORS

      63.1  The Directors may confer on an Executive Director any powers
            exercisable by the Directors, subject to any terms and conditions
            determined by the Directors. Any power conferred on an Executive
            Director may be concurrent with but not to the exclusion of the
            Directors' powers.

      63.2  The Directors may authorise an Executive Director to sub-delegate
            all or any of the powers vested in the Executive Director.

      63.3  The Directors may at any time withdraw or vary any of the powers
            conferred on an Executive Director.

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<PAGE>

SECRETARY

64    SECRETARY

      64.1  The Directors must appoint at least one Secretary of the Company.
            The appointment of a Secretary shall be on such terms and conditions
            as determined by the Directors.

      64.2  The Directors may, subject to the terms of the Secretary's
            employment contract, suspend, remove or dismiss the Secretary.

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

      64.4  A Secretary is entitled to receive notice of, and attend all
            meetings of the Directors and all general meetings of the Company
            and may be heard on any matter at such meetings.

SEALS

65    Common Seal

      If the Company has a Seal:

            (a)   the Directors must provide for the safe custody of the Seal;

            (b)   the Seal must not be used except with the authority of the.
                  Directors or a Directors' committee authorised to permit use
                  of the Seal;

            (c)   every document to which the Seal is affixed must be signed by
                  a Director and countersigned by another Director, the
                  Secretary or another person appointed by the Directors to
                  countersign the document; and

            (d)   the Directors may determine by resolution either generally or
                  in any particular case that the signature of any Director or
                  the Secretary to a document to which the Seal or a duplicate
                  seal or certificate seal is affixed may be a facsimile applied
                  to the document by specified mechanical or electronic means.

66    DUPLICATE SEAL

      If the Company has a Seal, the Company may have one or more duplicate
      seals of the Seal each of which:

            (a)   must be a facsimile of the Seal with the addition on its face
                  of the words "Duplicate Seal"; and

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<PAGE>

            (b)   may only be used with the authority of the Directors or a
                  Directors' committee.

67    CERTIFICATE SEAL

        If the Company has a Seal, the Company may have a certificate seal
        which:

            (a)   may be affixed to Share, option or other certificates;

            (b)   must be a facsimile of the Seal with the addition on its face
                  of the words "Certificate Seal"; and

            (c)   may only be used with the authority of the Directors or a
                  Directors' committee.

INSPECTION OF RECORDS

68    TIMES FOR INSPECTION

      68.1  Subject to the requirements of the Corporations Law, the Directors
            may determine whether and to what extent, and at what times and
            places and under what conditions, the financial records and other
            documents of the Company or any of them will be open for inspection
            by Members other than Directors.

      68.2  A Member other than a Director does not have the right to inspect
            any financial records or other documents of the Company except as
            provided by law, ordered by a court or authorised by a resolution of
            the Directors or a general meeting of the Company.

DIVIDENDS AND RESERVES

69    FIX A TIME FOR PAYMENT OF DIVIDENDS

      69.1  The Directors may determine that a dividend is payable on Shares and
            fix the amount, The time for payment and the method of payment.

      69.2  A Member may receive dividends only in respect of Shares on which
            all calls due and payable have been paid.

      69.3  The Directors may amend or revoke a resolution to pay a dividend
            before the date which is nine Business Days before the record date
            which has been notified to the Stock Exchange for determining
            entitlements to that dividend.

      69.4  The Company must not pay interest on a dividend.

70    RESERVES AND PROFITS CARRIED FORWARD

      70.1  The Directors may, before declaring or paying any dividend, set
            aside out of profits of the Company such amounts as they think
            proper to retain as reserves, to

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<PAGE>


            be applied at the  discretion  of the  Directors for any purpose for
            which the profits of the Company may be properly applied.

      70.2  Pending any such application of the reserves, the Directors may use
            the reserves in the business of the Company or invest the reserves
            in such investments as they think fit.

      70.3  The Directors may carry forward any undistributed profits without
            transferring them to a reserve.

71    DIVIDEND ENTITLEMENT

      71.1  The holder of a partly paid Share must not receive a greater
            proportion of a dividend than the proportion which the amount paid
            (not credited) in respect of the Share is of the total amounts paid
            and payable (excluding amounts credited) in respect of the Share.
            Any amount paid in advance of a call must be ignored in calculating
            this proportion.

      71.2  Unless otherwise determined by the Directors, Shares rank for
            dividend from their date of allotment.

      71.3  Subject to the Corporations Law and the SCH Business Rules, a
            transfer of Shares registered after the record date notified to the
            Stock Exchange for determining entitlements to a dividend paid or
            payable in respect of the transferred Shares does not pass the right
            to that dividend.

72    RESTRICTED SECURITIES

      During a breach of the Listing Rules relating to Shares which are
      Restricted Securities, or a breach of a restriction agreement in respect
      of Shares, the holder of the relevant Shares is not entitled to any
      dividend or distribution in respect of those Shares.

73    DEDUCTIONS FROM DIVIDENDS

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

74    DISTRIBUTION OF ASSETS

      74.1  The Directors may direct payment of a dividend wholly or partly by
            the transfer or distribution of specific assets, including fully
            paid shares in, or debentures of, any other corporation.

      74.2  If a difficulty arises in making a transfer or distribution of
            specific assets, the Directors may:

            (a)   deal with the difficulty as they consider expedient;

                                       35
<PAGE>

            (b)   fix the value of all or any part of the specific assets for
                  the purposes of the distribution;

            (c)   determine that cash will be paid to any Member on the basis of
                  the value so fixed in order to adjust the rights of all the
                  Members; and

            (d)   vest any such specific assets in trustees as the Directors
                  consider expedient.

      74.3  If a transfer or distribution of specific assets to a particular
            Member or Members is illegal or, in the Directors' opinion,
            impracticable, the Directors may make a cash payment to the Member
            or Members on the basis of the cash amount of the dividend instead
            of the transfer or distribution of specific assets.

75    PAYMENT

      75.1  Any dividend or distribution may be paid by cheque sent through the
            post directed to:

            (a)   the address of the Member as shown in the Register or, in the
                  case of joint holders, to the address of the joint holder of
                  Shares shown first in the Register; or

            (b)   an address which a Member has, or the joint holders have, in
                  writing notified the Company as the address to which dividends
                  and other payments should be sent.

76    ELECTION TO REINVEST DIVIDEND

      The Directors may establish a plan whereby Members or any class of Members
      may elect to reinvest cash dividends paid by the Company by subscribing
      for Shares and vary, suspend or terminate any such arrangements.

77    ELECTION TO ACCEPT SHARES IN LIEU OF DIVIDEND

      77.1  The Directors may resolve, in respect of any dividend which it is
            proposed to pay on any Shares, that holders of the Shares may elect
            to forego their right to share in the proposed dividend or part of
            the proposed dividend and to receive instead an issue of Shares
            credited as fully paid on such terms as the Directors think fit.

      77.2  If the Directors resolve to allow the election provided for in
            clause 77.1, each holder of Shares conferring a right to share in
            the proposed dividend may, by notice in writing to the Company given
            in such form and within such period as the Directors may from time
            to time decide, elect to:

            (a)   forego the dividend which otherwise would have been paid to
                  the holder on such of the holder's Shares conferring a right
                  to share in the proposed dividend as the holder specifies in
                  the notice of election; and

                                       36
<PAGE>

            (b)   receive instead Shares to be allotted and issued to the holder
                  credited as fully paid, on and subject to such terms and
                  conditions as the Directors may determine.

      77.3  Following the receipt of duly completed notices of election under
            clause 77.2, the Directors must:

            (a)   appropriate from the Company's profits or any reserve
                  established for the purpose an amount equal to the aggregate
                  issue price of the Shares to be allotted credited as fully
                  paid to those holders of Shares who have given such notices of
                  election; and

            (b)   apply the amount in paying up in full the number of Shares
                  required to be so allotted.

      77.4  The Directors may not exercise the power conferred on them by this
            clause 77 unless the Company has sufficient profits to give effect
            to any elections which could be made under the terms of this clause.

      77.5  The Directors may rescind, vary or suspend a resolution of the
            Directors made pursuant to sub-clause 77.1 and any arrangements
            implemented pursuant to such a resolution.

      77.6  The powers given to the Directors by this clause 77 are additional
            to the provisions for capitalisation of profits provided for by this
            Constitution. If the Directors exercise their power to capitalise
            profits under clause 79 then any Member who has elected to
            participate in arrangements established under this clause 77 is
            deemed, for the purpose of determining the Member's entitlement to
            share in the capitalised sum, not to have so elected.

78    UNCLAIMED DIVIDENDS

      All dividends unclaimed for one year after the time for payment has passed
      may be invested by the Directors as they think fit for the benefit of the
      Company until claimed or until required to be dealt with in accordance
      with any law relating to unclaimed moneys.

79    CAPITALISATION OF PROFITS

      79.1  The Directors may resolve to capitalise profits.

      79.2  If the capitalisation is to be accompanied by the issue of Shares or
            debentures, the Directors may apply the sum capitalised:

            (a)   in the proportions in which the Members would be entitled if
                  the sum was distributed by way of dividend; or

                                       37
<PAGE>

            (b)   in connection with an employee share plan adopted by the
                  Company and by applying the sum in paying up in part or in
                  full unissued Shares and issuing them in accordance with the
                  rules of that plan.

      79.3  To the extent necessary to adjust the rights of the Members among
            themselves where clause 79.2(a) applies or is intended to apply, the
            Directors may adopt a rounding policy or make cash payments in cases
            where Shares or debentures become issuable in fractions.

POWERS OF ATTORNEY
80    POWERS OF ATTORNEY

      80.1  If a Member executes or proposes to execute any document or do any
            act by or through an attorney in relation to the Company or the
            Shares held by the Member, that Member must deliver to the Company
            at its registered office, or at such other address as the Company
            may direct, the original of the instrument appointing the attorney
            or a notarially certified copy of it.

      80.2  Where a Member proposes that an attorney represent the Member at a
            general meeting or adjourned general meeting, the requirement in
            sub-clause 80 1 must be satisfied at least 48 hours before the time
            for holding the general meeting or adjourned general meeting,
            otherwise the attorney will not be recognised as the. attorney of
            the relevant Member in respect of that meeting.

      80.3  The Company may ask for whatever evidence it thinks appropriate that
            the power of attorney is effective and continues to be in force.

      80.4  Any power of attorney granted by a Member will, as between the
            Company and the Member who granted the power of attorney, continue
            in force and may be acted upon unless express notice in writing of
            its revocation or of the death of the Member who granted it is
            lodged with the Company.

NOTICES

81    SERVICE OF NOTICES

      81.1  Notice may be given by the Company to any person who is entitled to
            notice under this Constitution by:

            (a)   serving it on the person;

            (b)   sending it by post, facsimile transmission or electronic
                  notification to the person at the person's address as shown in
                  the Register or the address supplied by the person to the
                  Company for sending notices to the person; or

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<PAGE>

            (c)   (except in the case of a notice of a general meeting)
                  advertising in one or more of the newspapers published in each
                  capital city in Australia, if in the opinion of the Directors
                  extreme or unusual circumstances make it appropriate to do so.

      81.2  If a notice is sent by post and is properly addressed, prepaid and
            posted, the notice is deemed to have been effected on the day after
            its date of posting.

      81.3  If a notice is sent by facsimile transmission and the facsimile
            transmission is properly addressed and transmitted, the notice is
            deemed to have been effected on the day following its transmission.

      81.4  A notice given by advertisement is taken to be effected on the date
            on which the advertisement first appears in a newspaper.

      81.5  A notice may be served by the Company on joint holders by giving the
            notice to the joint holder whose name appears first in the Register.

      81.6  Every person who is entitled to a Share by operation of law and who
            is not registered as the holder of the Share is taken to receive any
            notice which is sent to the person from whom they derive title or by
            advertisement in accordance with this clause 81.

      81.7  A Member whose Registered Address is not in Australia may specify in
            writing an address in Australia as the Member's address for
            receiving notices from the Company.

      81.8  A certificate in writing signed by a Director, Secretary or other
            officer of the Company, or by any person that the Company has
            engaged to maintain the Register, that a document or its envelope or
            wrapper was addressed and stamped and was posted is conclusive
            evidence of posting.

      81.9  Subject to the Corporations Law, the signature to a written notice
            given by the Company maybe written or printed.

      81.10 All notices sent outside Australia must be sent by prepaid airmail
            post or facsimile.

      81.11 Notice of every general meeting must be given to the Stock Exchange.

AUDIT AND FINANCIAL RECORDS

82    COMPANY TO KEEP FINANCIAL RECORDS

      82.1  The Directors must cause the Company to keep written financial
            records and to prepare financial documents and reports in accordance
            with the requirements of the Corporations Law and the Listing Rules.

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<PAGE>

      82.2  The Directors must cause the financial records and financial
            documents of the Company to be audited in accordance with the
            requirements of the Corporations Law and the Listing Rules.

WINDING UP

83    WINDING UP

      83.1  Each Member has the right in a winding up to participate equally in
            the distribution of the assets of the Company (both capital and
            surplus), subject only to any amounts unpaid on the Share.

      83.2  Nothing in this clause 83 prejudices the rights of the holders of
            Shares issued on special terms and conditions.

      83.3  If the Company is wound up, the liquidator may, with the sanction of
            a special resolution of the Company, divide among the Members in
            kind the whole or any part of the Company's assets and for that
            purpose may set such value as the liquidator considers fair on any
            property to be so divided and may determine how the division is to
            be carried out as between the Members or the different classes of
            Members, but may not require a Member to accept any Shares in
            respect of which there is any liability.

      83.4  The liquidator may, with the sanction of a special resolution of the
            Company, vest all or any of the Company's assets in a trustee or
            trustees on trusts determined by the liquidator for the benefit of
            the contributories but so that no Member is compelled to accept any
            Shares in respect of which there is any liability.

INDEMNITY

84    INDEMNITY

      84.1  To the extent permitted by law and to the extent that an officer is
            not indemnified by any director and officer liability insurances
            maintained by the Company, the Company indemnifies every person who
            is or has been an officer of the Company against any liability
            incurred by that person:

            (a)   as such an officer of the Company; and

            (b)   to a person other than the Company or a related body corporate
                  of the Company,

            unless the liability arises out of conduct on the part of the
            officer which:

            (c) involves a lack of good faith; or

            (d) is contrary to the Company's express instructions.

                                       40
<PAGE>

      84.2  To the extent that the officer is not indemnified by any director
            and officer liability insurances maintained by the Company, the
            Company indemnifies every officer of the Company against any
            liability for costs and expenses incurred by the person in his or
            her capacity an officer of the Company:

            (a)   in defending any proceedings, whether civil or criminal, in
                  which judgment is given in favour of the person or in which
                  the person is acquitted; or

            (b)   in connection with an application, in relation to such
                  proceedings, in which the court grants relief to the person
                  under the Corporations Law.

      84.3  For the purposes of this clause 85, "officer" means a director,
            secretary or executive officer of the Company.

DEFERRED AND PREFERENCE SHARES

85    THE SCHEDULE

      85.1  The provisions of the Schedule to this Constitution replicate
            (subject to certain minor amendments) Article 4A and Article 4B of
            the Company's constitution as in force immediately prior to the
            adoption of this Constitution.

      85.2  The provisions of the Schedule are subject, without qualification,
            to clause 2 of this Constitution, despite the fact that they are
            otherwise expressed to prevail over other clauses of this
            Constitution.


                                       41

<PAGE>
                                   SCHEDULE

1.    Deferred Shares

      1.1   In this clause:

            "HOLDER" or "HOLDER" means a person entered in the Register or any
            Branch Register of the Company as a holder of a Deferred Share.

            "DEFERRED SHARES" means non-cumulative non-redeemable deferred
            shares in the capital of the Company issued pursuant to clause I of
            this Schedule.

            "SHARE CERTIFICATE" means in relation to a Deferred Share, the
            certificate issued in respect of that Deferred Share which
            certificate may be issued in respect of one or more Deferred Shares.

      1.2   Notwithstanding any other provision of this Constitution or any
            other agreement, arrangement or understanding existing between the
            Company and all or some of the members of the Company, the directors
            may issue and allot up to 100 Deferred Shares at such time, at such
            issue price and to and in favour of such person or persons as the
            directors in their absolute discretion think fit.

      1.3   Each Deferred Share:

            (a)   will have a par value of $1.00;

            (b)   may be issued at such premium as the directors or the Company
                  may from time to time determine;

            (c)   will not be cumulative; and

            (d)   will not be redeemable but (subject to this Constitution) will
                  be freely transferable.

      1.4   The rights, privileges and conditions attaching to the Deferred
            Shares will be as set out in this clause.

      1.5   Rights, privileges or conditions attaching to the Deferred Shares
            may only be varied with either:

            (a)   the sanction of a special resolution passed at a separate
                  meeting of the Holders; or

            (b)   the consent in writing of the Holders of three-fourths of the
                  Deferred Shares then on issue.

      1.6   (a)   Holders of Deferred Shares will be entitled to receive notices
                  of general meetings of the Company and all annual reports,
                  profit and loss accounts and balance sheets of the Company and
                  all other statements or documents


<PAGE>

                  of whatever nature as are required for any reason to be
                  distributed to any member of the Company.

            (b)   Holders will be entitled to attend and speak at general
                  meetings but will have no right to vote in respect of their
                  Deferred Shares at general meetings except at a general
                  meeting on any question or proposal relating to:

                  (i) altering this clause; and

                  (ii)  any matter which directly or indirectly affects any of
                        the rights, privileges or conditions attaching to the
                        Deferred Shares.

                  In any of the foregoing events and for the purposes of any
                  separate meeting of Holders, every Holder present in person or
                  by proxy or by attorney or by a representative duly authorised
                  under section 249 of the Corporations Law will on either a
                  show of hands or on a poll have 1 vote for every Deferred
                  Share held by it.

            (c)   The provisions of this clause 1.6 are without prejudice to any
                  rights of the Holders pursuant to clause 1.5.

            (d)   None of the foregoing will affect the rights of the Holders
                  pursuant to Part 2F.2 of the Corporations Law.

      1.7   Each Deferred Share will confer on the Holder the right to receive
            such dividend, if any, as the Directors may from time to time
            declare, such right ranking in all respects behind any payment of
            dividend on any other shares or classes of shares in the Company on
            issue.

      1.8   Each Deferred Share will confer on the Holder the right in a winding
            up of the Company to payment in cash equal to the par value for the
            time being paid up on that Deferred Share ranking in all respects
            behind all other shares and classes of shares in the Company on
            issue.

      1.9   The Deferred Shares will not confer on their Holders any further
            tight to participate in any further or other distribution or surplus
            of profits or assets of the Company.

      1.10  The Deferred Shares will not confer any right on the Holders to
            appoint directors of the Company.

      1.11  If the Company has resolved to seek a listing of its issued Shares
            on the official list of the Australian Stock Exchange Limited then
            the Company may by notice ("Conversion Notice") to the Holder of
            Deferred Shares require such Deferred Shares to be converted into
            ordinary Shares on the basis of one ordinary Share for each Deferred
            Share. The conversion will be deemed to have taken place 5 Business
            Days after receipt of the Holder of Deferred Shares of the
            Conversion


                                       2
<PAGE>

             Notice. The Holder will on receipt of the Conversion Notice
             forthwith tender to the Company any share certificates then held by
             that member and the Company will as soon as practicable after
             deemed conversion issue new share certificates.

      1.12  To the extent of any inconsistency between this clause and any other
            provision in this Constitution in respect of the rights privileges
            and conditions attaching to Deferred Shares, the provisions of this
            clause will prevail.

2     SERIES A PREFERRED SHARES

      2.1   In this clause, unless the context or subject matter otherwise
            indicates or requires:

            "ALLOTMENT DATE" means in relation to a Series A Preferred Share the
            date upon which that Series A Preferred Share is issued and
            allotted;

            "CLOSING DATE" means the date fixed as the date on which shares or
            securities offered pursuant to the Prospectus are issued and
            allotted;

            "CONVERSION DATE" means in relation to a Series A Preferred Share
            the first to occur of the following dates:

            (a)   the date expiring 7 Business Days after receipt by the Company
                  of a Conversion Notice; or

            (b)   the Specified Conversion Date;

            "CONVERSION NOTICE" means a notice given by a Preferred Holder to
            the Company in accordance with the provisions of clause 2.7 of this
            Schedule;

            "CONVERSION PERIOD" means in relation to a Series A Preferred Share
            the period commencing on the Allotment Date and terminating on the
            Redemption Date;

            "CONVERSION RATE" means in relation to each Series A Preferred Share
            required to be converted on the Conversion Date applicable thereto:

            (a)   if the relevant Preferred Holder is already registered as the
                  holder of any ordinary Shares on the Conversion Date - 1
                  ordinary Share of the same class already held by that
                  Preferred Holder; and

            (b)   in any other case - 1 ordinary  Share  designated as a Class
                  F Share,

            subject however to such adjustment (if any) as may be required
            pursuant to the provisions of clauses 2.7(b) or 2.7(j)of this
            Schedule;

            "DIVIDEND" means in relation to each Series A Preferred Share the
            dividend calculated by reference to the Dividend Rate and payable to
            each Preferred Holder on the Dividend Payment Date;

            "DIVIDEND PAYMENT DATE" means the first to occur of the following
            dates:

                                       3
<PAGE>

            (a) the date of commencement of a Winding Up; or

            (b)   the Redemption Date;

            "DIVIDEND RATE" means in relation to a Series A Preferred Share such
            rate as will yield to the Preferred Holder thereof a dividend equal
            to 7% per annum of the Issue Price of such share calculated from and
            including the Allotment Date;

            "ISSUE PRICE" means in respect of a Series A Preferred Share the sum
            of $2.00;

            "ORDINARY HOLDERS" means American Cyanamid Company, Cambooya Pty Ltd
            (ACN 008 435 050), Hambro-Grantham Investments Limited(ACN 003 371
            364) and Luminis Pty Ltd (ACN 008 027 085);

            "PREFERRED HOLDER" means each person who is registered as the holder
            of a Series A Preferred Share in the capital of the Company;

            "PROSPECTUS" means a registrable prospectus to be issued by the
            Company pursuant to the provisions of the Corporations Law enabling
            the Company to offer for subscription, or issue invitations to
            subscribe for, securities of the Company;

            "PROPOSING TRANSFEROR" means an Ordinary Holder or Preferred Holder
            which proposes to dispose of any shares in the capital of the
            Company;

            "REDEMPTION AMOUNT" means the aggregate of the following amounts
            calculated in respect of each Series A Preferred Share as at the
            Redemption Date namely:

            (a)   the Issue Price; and

            (b)   the Dividend;

            "REDEMPTION DATE" means in respect of a Series A Preferred Share the
            date expiring 60 Business Days after the date of receipt by the
            Company of a Redemption Notice;

            "REDEMPTION NOTICE" means a notice given by a Preferred Holder to
            the Company in accordance with the provisions of clause 2.8 of this
            Schedule;

            "RESTRICTED PERIOD" means in relation to a Series A Preferred Share
            the period commencing on the Allotment Date and expiring on the
            fifth anniversary thereafter;

            "SECURITIES" has the same meaning ascribed thereto in the
            Corporations Law, as amended from time to time; o

            "SERIES A PREFERRED SHARE" means a Series A Redeemable Convertible
            Preferred Share issued pursuant to and in accordance with the
            provisions Of clause 2 of this Schedule;


                                       4
<PAGE>

            "SPECIFIED CONVERSION DATE" means the date expiring 7 Business Days
            after the date of a notice having been given by the Company in
            accordance with clause 2.7(k) of this Schedule;

            "SPECIFIED PROPORTION" means, in relation to a member, a fraction
            the numerator of which is the total amount paid up on all the shares
            held by that member for the time being (excluding any premium paid
            on subscription) and the denominator of which is the total amount
            paid up (excluding any premium paid on subscription) on all the
            shares (including the shares held by the said member) in issue for
            the time being (and the expression "Specified Proportions" in
            relation to all the members will be construed accordingly);

            "TRANSFER NOTICE" means a notice given by a Preferred Holder or
            Ordinary Holder to the Company in accordance with the provisions of
            clause 2.10(d) of this Schedule;

            "TRANSFER SHARES" means shares which a Proposing Transferor proposes
            to sell, transfer, assign or otherwise dispose of~ and

            "WINDING UP" means:

            (a)   an order being made for the winding up or dissolution of the
                  Company;

            (b)   a liquidator or provisional liquidator being appointed to the
                  Company; or

            (c)   the Company being otherwise wound up, dissolved or liquidated.

      2.2   Notwithstanding any other provisions of this Constitution but
            subject always to any agreement, arrangement or understanding
            existing between the Company and all or any other members of the
            Company, the Directors may issue and allot shares designated as
            Series A Preferred Shares at such time and to such person or persons
            as the Directors may in their absolute discretion think fit and,
            upon issue, such Series A Preferred Shares will confer on the
            Preferred Holder thereof the rights contained in this clause 2.

      2.3   Series A Preferred Shares will be issued and allotted at the Issue
            Price and each Preferred Holder will:

            (a)   be  entitled  in respect of each  Series A  Preferred  Share
                  until the  Conversion  Date or  Redemption  Date  (whichever
                  will  first  occur  but  not   otherwise)  to  a  cumulative
                  preferential   Dividend   calculated  by  reference  to  the
                  Dividend  Rate in respect of each Series A Preferred  Share,
                  which  Dividend  will  be  payable  by  the  Company  on the
                  Dividend  Payment Date and all other clauses relating to the
                  right of the Company in general  meeting and/or of the Board
                  to declare Dividends will be read subject to this clause 2;

                                       5
<PAGE>

            (b)   in the event of a Winding Up of the Company prior to the
                  Conversion Date, be entitled to receive an amount equal to the
                  Redemption Amount in respect of each Series A Preferred Share
                  in priority to the holders of all other shares or classes of
                  shares issued in the capital of the Company but will not
                  otherwise participate in any further or other distributions of
                  surplus assets or profits of the Company;

            (c)   in the event of a  disposal  of the  whole of the  property,
                  business  and  undertaking  of the Company or the  voluntary
                  merger  or  amalgamation  of the  Company,  be  entitled  to
                  receive an amount  equal to the Issue  Price paid in respect
                  of each Series A Preferred  Share in priority to the holders
                  of all other  shares  or  classes  of  shares  issued in the
                  capital of the  Company but will not  otherwise  participate
                  in any further or other  distributions  of surplus assets or
                  profits of the Company,

            (d)   be entitled to receive notices of general meetings, reports
                  and financial statements of the Company to be laid before such
                  general meetings;

            (e)   have the same rights as holders of ordinary Shares to attend
                  (whether in person, by proxy or attorney or, if a corporation,
                  by representative) and (subject to the provisions of clause
                  2.5 of this Schedule) to vote at all general meetings.

      2.4   For the purposes of clause 2.3(a) of this Schedule, if the Dividend
            Payment Date is not a Business Day, then payment of the Dividend is
            to be made on the preceding Business Day.

      2.5   For the purposes of clause 2.3(e) of this Schedule, the written
            consent of the holders of two-thirds of the Series A Preferred
            Shares or the sanction of a resolution passed by the holders of
            two-thirds of the Series A Preferred Shares will be required at any
            general meeting convened for the purpose of:

            (a)   increasing the number of Directors beyond 7 members;

            (b)   reducing the capital of the Company;

            (c)   Winding Up the Company;

            (d)   sanctioning a disposal of the main undertaking of the Company;

            (e)   sanctioning a voluntary merger or amalgamation of the Company;
                  or

            (f)   where the proposition or resolution before the meeting
                  directly or indirectly affects, varies or abrogates, in any
                  manner, any of the rights, privileges or conditions attaching
                  to the Series A Preferred Shares;

      2.6   If, prior to the Conversion Date of a Series A Preferred Share,
            there is made to substantially all the holders of ordinary Shares an
            offer or invitation by the


                                       6
<PAGE>

             Company to subscribe for shares or other securities in the Company
             (whether by way of renounceable or non-renounceable rights or
             otherwise), the Company will procure that there is extended to each
             Preferred Holder the same offer or invitation as that Preferred
             Holder would have received if, immediately prior to the relevant
             date for determining entitlements of the holders of ordinary Shares
             in respect of the offer or invitation, all of the Preferred Holders
             had delivered to the Company a Conversion Notice in accordance with
             the provisions of clause 2.7(a) of this Schedule.

      2.7   The following provisions will apply in respect of the conversion of
            Series A Preferred Shares:

            (a)   each Preferred Holder will be entitled at any time during the
                  Conversion Period to require the Company to convert all or any
                  of the Series A Preferred Shares held by him in the capital of
                  the Company into ordinary Shares by delivering a Conversion
                  Notice to the Company specifying the number of Series A
                  Preferred Shares required to be converted; o

            (b)   on  the  Conversion  Date  each  Series  A  Preferred  Share
                  Specified in a Conversion Notice will be converted  (without
                  any further  action  required by any Preferred  Holder) into
                  such  number of ordinary  Shares  calculated  in  accordance
                  with  the  Conversion  Rate  and  to  the  extent  that  any
                  fraction of a Series A Preferred  Share would be required to
                  be  converted,  then the number of  ordinary  Shares will be
                  adjusted to the  nearest  whole  ordinary  Share and no cash
                  adjustment   will  be  made  in  respect  of  any  remaining
                  fractional  number of Series A Preferred Shares and all such
                  Series A Preferred  Shares will on the Conversion Date cease
                  to have any preference or priority;

            (c)   each ordinary Share issued on conversion of any Series A
                  Preferred Shares will, as and from the Conversion Date, rank
                  in all respects pari passu with the ordinary Shares then on
                  issue in the capital of the Company;

            (d)   each  Preferred  Holder  will  upon the  Conversion  Date be
                  bound to deliver to the Company the  certificate  for all of
                  the Series A  Preferred  Shares  held by him and the Company
                  will issue to each  Preferred  Holder a certificate  for the
                  ordinary  Shares  issued on  conversion  free of any charges
                  but the  failure  by any  Preferred  Holder to  surrender  a
                  certificate  for any  Series  A  Preferred  Share  will  not
                  preclude,  prejudice or affect the conversion of such Series
                  A Preferred Share;

            (e)   if a takeover bid (as defined in the Corporations Law) is made
                  for all of the ordinary Shares at any time after the issue of
                  any Series A Preferred Shares and prior to the Conversion
                  Date, the Company will give to each Preferred Holder written
                  notice of the takeover bid within 5 Business Days of receiving
                  notice of the takeover bid from the offeror;

                                       7
<PAGE>

            (f)   where  notice has been given by the Company  pursuant to the
                  provisions of clause 2.7(e),  a Preferred Holder may, within
                  14  Business  Days from the date of receipt of such  notice,
                  deliver  a  Conversion   Notice  and  the   certificate   or
                  certificates  relating  to  all of the  Series  A  Preferred
                  Shares to the Company  stating  that he requires the Company
                  to convert all of the Series A Preferred  Shares held by him
                  into ordinary  Shares in accordance  with the  provisions of
                  clause 2.7(b);

            (g)   upon receipt by the Company of a Conversion Notice from a
                  Preferred Holder in accordance with the provisions of clause
                  2.7(f) the Company will, pursuant to a resolution passed at a
                  meeting of the Directors, convert all of the Series A
                  Preferred Shares specified in the Conversion Notice into
                  ordinary Shares in accordance with the provisions of clause
                  2.7(b);

            (h)   in the event of a reconstruction  (including  consolidation,
                  subdivision,  reduction or return) of the issued  capital of
                  the Company at any time prior to the  Conversion  Date,  the
                  Company will  reconstruct  the basis for  conversion  of the
                  Series A Preferred  Shares,  in the same  proportion  as the
                  issued  capital  of the  Company is  reconstructed  and in a
                  manner  which  will not  result in any  additional  benefits
                  being  conferred  on any  Preferred  Holder  which  are  not
                  otherwise  thereby  conferred  on the members of the Company
                  (subject to the same  provisions with respect to rounding of
                  entitlements   as  sanctioned  by  the  meeting  of  members
                  approving  the  reconstruction  of capital) but in all other
                  respects the terms of the  conversion  of Series A Preferred
                  Shares will remain unchanged;

            (i)   any adjustment to the rights attaching to Series A Preferred
                  Shares in accordance with the provisions of clause 2.7(h) will
                  not take effect until the Conversion Date and will not be
                  taken to be a modification of the right of conversion hereby
                  granted;

            (j)   if after the Allotment Date the Company issues any new shares
                  or securities (other than to employees, consultants or
                  directors for incentive purposes) at a price per share or
                  security less than the Issue Price, the Conversion Rate will
                  be adjusted so that the number of ordinary Shares issued on
                  the conversion of the Series A Preferred Shares will be
                  calculated as follows:

                  A = C x IP/B

                  where:

                  A     = the number of ordinary Shares to be issued on the
                        conversion of each Series A Preferred Share.

                                       8
<PAGE>

                  C     = the number of ordinary Shares that would have been
                        issued on the conversion of each Series A Preferred
                        Share had it occurred immediately prior to the issue of
                        the new shares or securities

                  IP =  the Issue Price

                  B =   (SxIP)+(NxRP)/S+N

                  S =   the number of Series A Preferred Shares on issue

                  N =   the number of new shares or securities to be issued

                  RP =  the price at which such new shares or  securities  are
                        to be issued;

            (k)   notwithstanding anything hereinbefore contained the Company
                  may, at any time after the Closing Date, by notice in writing
                  to each Preferred Holder require all of the Series A Preferred
                  Shares on issue to be converted into ordinary Shares; and

            (l)   where notice has been given by the Company pursuant to the
                  provisions of clause 2.7(k), the Company will (without any
                  further action required of it) convert all of the Series A
                  Preferred Shares into ordinary Shares in accordance with the
                  provisions of clause 2.7(b).

      2.8   The following  provisions  will apply in respect of any redemption
            of Series A Preferred Shares -

            (a)   each  Preferred  Holder  will be  entitled at any time after
                  the  Restricted  Period to require the Company to redeem all
                  or any of the Series A  Preferred  Shares held by him in the
                  capital of the Company by delivering a Redemption  Notice to
                  the  Company  specifying  the  number of Series A  Preferred
                  Shares   required  to  be  redeemed   and  a  copy  of  such
                  Redemption  Notice  will  be  delivered  by  such  Preferred
                  Holder to each other Preferred Holder;

            (b)   within  60 days  after  receipt  of a copy  of a  Redemption
                  Notice  pursuant to' clause  2.8(a) by each other  Preferred
                  Holder,  such other  Preferred  Holders  will be entitled to
                  require  the  Company  to redeem  all or any of the Series A
                  Preferred  Shares held by them in the capital of the Company
                  by   delivering   a   Redemption.   Notice  to  the  Company
                  specifying,  the  number  of  Series  A  Preferred.   Shares
                  required to be redeemed and such Redemption  `Notice will be
                  deemed to have been  served on the  Company on the same date
                  as the Redemption Notice referred to in clause 2 8(a),

            (c)   on the Redemption Date each Preferred Holder will be `bound to
                  surrender to the Company the Certificate for the Series A
                  Preferred Shares to be redeemed and where any certificate
                  includes any Series A Preferred


                                       9
<PAGE>

                  Shares which are not specified in the Redemption Notice then
                  the Company will issue to the Preferred Holder thereof a new
                  certificate therefor;

            (d)   the  failure  by  any   Preferred   Holder  to  surrender  a
                  certificate in respect of any Series A Preferred  Share will
                  not  prejudice  or affect  the  redemption  of any  Series A
                  Preferred Shares specified in the Redemption  Notice but the
                  Redemption   Amount  payable  to  the  Preferred  Holder  in
                  accordance  with the provisions of clauses 2.8(e) and 2.8(f)
                  will,  after the  Redemption  Date  thereof,  be paid by the
                  Company into a bank account  established  for the purpose of
                  holding  such moneys and be held by the Company in trust for
                  that  Preferred  Holder  and will be paid to that  Preferred
                  Holder  forthwith  after the relevant  certificate (or if it
                  has been lost or  misplaced,  satisfactory  evidence of that
                  fact and any  indemnity and release in favour of the Company
                  in respect thereof) is delivered to the Company;

            (e)   upon receipt by the Company of a Redemption Notice pursuant to
                  the provisions of clauses 2.8(a) and 2.8(b) of this Schedule,
                  the Company will redeem (out of any profits or moneys of the
                  Company which may lawfully be applied for that purpose) the
                  Series A Preferred Shares specified in each such Redemption
                  Notice at the Redemption Amount in accordance with the
                  provisions of clause 2.8(f);

            (f)   the Redemption Amount payable to any Preferred Holder in
                  accordance with the provisions of clause 2.8(e) will (subject
                  to the provisions of clauses 2.8(g) and 2.8(h)) be satisfied
                  by 8 equal installments, the first of which will become
                  payable by the Company on the Redemption Date and thereafter
                  on the first Business Day after the expiration of each ensuing
                  6 month period;

            (g)   notwithstanding the provisions of clause 28(f), the Company
                  may at any time and from time to time pay to the relevant
                  Preferred Holder such sum or sums in reduction of the
                  Redemption Amount remaining unpaid;

            (h)   if at the Redemption Date there are insufficient  profits or
                  moneys  available  to  the  Company  to pay  the  Redemption
                  Amount  to any  Preferred  Holder  in  accordance  with  the
                  provisions  of  clause  2.8(f),  then  the  Company  will be
                  required to pay such  amount as may be lawfully  applied for
                  the  purpose  to each  Preferred  Holder  pari passu and the
                  Company  will  thereafter  continue  to  apply  funds of the
                  Company  that may be  lawfully  applied  for the  purpose to
                  each  Preferred  Holder  pari  passu  until  the  Redemption
                  Amount is paid in full;

            (i)   upon payment of the Redemption Amount to the relevant
                  Preferred Holder, the Company will cancel the Series A
                  Preferred Shares and will cancel the certificate or
                  certificates relating to the Series A Preferred Shares so
                  redeemed.

                                       10
<PAGE>

      2.9   For the purposes of this Constitution, any issue of further Series A
            Preferred Shares ranking in priority, or any conversion of existing
            shares to shares ranking equally or in priority to the existing
            Series A Preferred Shares will be deemed to be a variation or
            abrogation of the rights attaching to the existing Series A
            Preferred Shares

      2.10  (a) The Company will refuse to register the transfer of any share
            unless the transferee has, or the transferees have, entered into a
            deed, agreement, arrangement or understanding with the Ordinary
            Holders, the Preferred Holders and the Company agreeing to be bound
            by such agreement between the Ordinary Holders, Preferred Holders
            and the Company (if any) as is then. in force, and:

                  (i)   such transfer is permitted by, or is made pursuant to
                        and in accordance with, clauses 2.10(d), 2.10(e) or
                        2.10(h) or the provisions of any agreement in writing
                        between all the Ordinary Holders and all the Preferred
                        Holders; or

                  (ii)  the proposed transferee is approved in writing by all
                        the Ordinary Holders and all the Preferred Holders
                        (other than the transferor of the share) before any
                        instrument is executed to give effect to such transfer
                        and, subject to such approval being given, clause
                        2.10(d) will not apply to such transfer.

            (b)   Subject to clause 2.10(c), the Company will not be entitled to
                  decline to register the transfer of any share which otherwise
                  qualities under clauses 2.1 0(a)(i) or (a)(ii) or under the
                  provisions of any agreement in writing between all the
                  Ordinary Holders and all the Preferred Holders.

            (c)   For the purpose of ensuring  that a  particular  transfer of
                  shares  is  permitted  under  these  clauses  or  under  the
                  provisions  of any  agreement  in  writing  between  all the
                  Ordinary Holders and all the Preferred  Holder,  the Company
                  may  require  the   transferor   or  the  person   named  as
                  transferee  in  any  transfer  lodged  for  registration  to
                  furnish the Company  with such  information  and evidence as
                  the Company  may think  necessary  or  relevant  and failing
                  such   information  or  evidence  being   furnished  to  the
                  satisfaction  of the  Company  within  a  period  of 28 days
                  after such  request,  the Company will be entitled to refuse
                  to register the transfer in question.

            (d)   Except as provided in clauses 2.10(a) and 2.10(e), no share
                  may be sold, transferred, assigned or otherwise disposed of
                  unless the following procedure is followed:

                  (i)   a Proposing Transferor will be obliged to give a notice
                        in writing to the Company that the Proposing Transferor
                        desires to dispose of the Transfer Shares and such
                        Transfer Notice will specify:

                        (A)   the number and class of the Transfer Shares;

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<PAGE>

                        (B)   the price at which the Proposing Transferor wishes
                              to dispose of the Transfer Shares (the "Transfer
                              Price"); and

                        (C)   the identity of any person who has indicated a
                              willingness to purchase the Transfer Shares at the
                              Transfer Price (the "Transferee");

                  (ii)  the Transfer Notice will constitute the Company as the
                        agent of the Proposing Transferor empowered to sell the
                        Transfer Shares (together with all rights attaching
                        thereto at the date of the Transfer Notice or at any
                        time thereafter) at the Transfer Price on the terms of
                        this clause 2.10(d);

                  (iii) the Transfer Notice will not be revocable' except with.
                        the prior written consent of all the Ordinary Holders
                        and all the Preferred Holders;

                  (iv)  within 7 days after the receipt of any Transfer Notice
                        the Company will serve a copy of that Transfer Notice on
                        all the Ordinary Holders and all the Preferred Holders
                        other than the Proposing Transferor and in the case of a
                        deemed Transfer Notice, the Company will similarly serve
                        notice on all the Ordinary Holders and the Preferred
                        Holders (including the Proposing Transferor) notifying
                        them that the same has been deemed to have been given;

                  (v)   subject as  provided  otherwise  in any  agreement  in
                        writing  between all the Ordinary  Holders and all the
                        Preferred  Holders,  the Transfer Shares will first be
                        offered  for  purchase  at the  Transfer  Price by the
                        Company to all the Ordinary  Holders and the Preferred
                        Holders  (other than the Proposing  Transferor) in the
                        Specified  Proportions of those  Ordinary  Holders and
                        Preferred Holders;

                  (vi)  any offer made pursuant to clause 2.10(d)(v) will be
                        made by notice in writing and will specify:

                        (A) the number and class of the Transfer Shares;

                        (B)   the proportionate entitlement of the relevant
                              Ordinary Holder or Preferred Holder;

                        (C)   the Transfer Price; and

                        (D)   a period of 60 days within which the offer must be
                              accepted or will lapse.

                  (vii) if the Company does not receive acceptances in respect
                        of all the Transfer Shares within the periods of the
                        offers referred to in clause 2.1 0(d)(vi), the Company
                        will forthwith give notice in


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<PAGE>


                         writing of that fact to the Proposing Transferor and
                         the remaining Transfer Shares in respect of which
                         acceptances have not been received will thereafter be
                         offered, pro-rata, to those Ordinary Holders and
                         Preferred Holders who have accepted an offer within the
                         periods of the offers referred to in clause 2.1
                         0(d)(vi) and any offer made pursuant to this clause
                         will be made in accordance with the provisions of
                         clause 2.10(d)(vi), except that the period within which
                         all offers must be accepted before lapsing will be 30
                         days;

                  (viii)if the Company does not receive acceptances in respect
                        of all the Transfer Shares within the periods of the
                        offers referred to in clauses 2.10(d)(vi) or
                        2.10(d)(vii), the Company will forthwith give notice in
                        writing of that act to the Proposing Transferor, and the
                        Proposing Transferor may within a period of 3 months
                        after the date of such notice sell those remaining
                        Transfer Shares to any person or persons (including any
                        other Ordinary Holder or Preferred Holder) at any price
                        which is not less than the Transfer Price (after
                        deducting, where appropriate, any Dividend declared,
                        paid or made after the date of the Transfer Notice in
                        respect of the Transfer Shares and which has been or is
                        to be retained by the Proposing Transferor);

                  (ix)  if any Ordinary Holders or Preferred Holders (the
                        "Purchasers ) agree within the periods referred to in
                        clauses 2 10(d)(vi) or 2 10(d)(vii) (as the case may be)
                        to purchase any of the Transfer Shares, the Company will
                        forthwith give notice in writing to the Proposing
                        Transferor and to the Purchasers and the Proposing
                        Transferor will thereupon become bound upon payment of
                        the Transfer Price to the Proposing Transferor (whose
                        receipt will be a good discharge to the Purchaser and
                        the Company therefor none of whom will be bound to see
                        the application thereof) to transfer to each Purchaser
                        those Transfer Shares accepted by them and every such
                        notice will state the name and address of each
                        Purchaser, the number of Transfer Shares agreed to be
                        purchased by it and the place and time appointed by the
                        Company for the completion of the purchase (being not
                        less than 7 days nor more than 28 days after the date of
                        the said notice and not being at a place outside South
                        Australia) and subject to the giving of such notice, the
                        purchase will be completed at the time and place
                        appointed by the Company;

                  (x)   if a  Proposing  Transferor,  having  become  bound to
                        transfer any Transfer  Shares  pursuant to this clause
                        2.10(d),  makes default in  transferring  the same the
                        Company may authorise  some person (who will be deemed
                        to be the  attorney of the  Proposing  Transferor  for
                        the purpose) to execute the  necessary  instrument  of
                        transfer  of such  Transfer  Shares and may deliver it
                        on  its  behalf  and  the


                                       13
<PAGE>

                         Company may receive the purchase money and will
                         thereupon (subject to such instrument being duly
                         stamped) cause the Transferee to be registered as the
                         holder of such Transfer Shares and will hold such
                         purchase money on behalf of the Proposing Transferor
                         and the Company will not be bound to earn or pay
                         interest on any money so held and the receipt of the
                         Company for such purchase money will be a good
                         discharge to the Transferee (who will not be bound to
                         see to the application thereof) and after the name of
                         the Transferee has been entered in the register of
                         members in purported exercise of the power conferred
                         pursuant to this clause 2.l0(d)(x), the validly of the
                         proceedings will not be questioned by any person;

                  (xi)  without limiting the provisions of clause 2.10(c), the
                        Company may require to be satisfied that any shares
                        being transferred by the Proposing Transferor pursuant
                        to clause 2.l0(d)(viii) are being transferred in
                        pursuance of a bona fide sale for the consideration
                        stated in the transfer and if not so satisfied may
                        refuse to register the instrument of transfer;

            (e)   If a Proposing  Transferor is permitted under the provisions
                  of this  clause  2.10 to sell all or any of its  Shares to a
                  third party  purchaser and the  provisions of clause 2.10(d)
                  have been complied with or waived by the Shareholders,  each
                  of the other  Ordinary  Holders or  Preferred  Holders  will
                  have the  right to  require  by notice  in  accordance  with
                  clause 2.10(f) the Proposing  Transferor to procure that the
                  third  party  acquire  Shares  from  each  of  the  Ordinary
                  Holders or  Preferred  Holders who  delivers  such a notice,
                  the  number  of  shares  to be no  greater  than the  number
                  calculated by multiplying  the number of Transfer  Shares by
                  the  Specified   Proportion  of  that  Ordinary   Holder  or
                  Preferred  Holder,  at the same  price  per share and on the
                  same terms and  conditions  as the third party  purchaser is
                  to acquire the proposing  Transferor's shares and, if any of
                  the  other  Ordinary  Holders  or  Preferred  Holders  gives
                  notice pursuant to clause 2.10(f),  the Proposing Transferor
                  will  only be  permitted  to sell its  shares  to the  third
                  party  purchaser if the third party  purchaser also acquires
                  the  relevant  number  of  the  other  Ordinary  Holders  or
                  Preferred  Holders  shares at the same price and on the same
                  terms and conditions.

            (f)   A notice  for the  purposes  of  clause  2 10(e)  wall be in
                  writing  addressed to the Proposing  Transferor and given to
                  the  Proposing  Transferor  within 14 days of receipt by the
                  other  Ordinary  Holders  or  Preferred  Holders of a notice
                  from the  Proposing  Transferor  specifying  the identity of
                  the  third  party  purchaser,  price per share and terms and
                  conditions  on which the Proposing  Transferor's  shares are
                  to be sold.

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<PAGE>

            (g)   A Shareholder other than the Proposing Transferor may sell its
                  Shares to the third party purchaser in accordance with clause
                  2.10(e) without the need to comply with the procedure set out
                  in clause 2.10(d).

            (h)   An obligation to transfer a share under the provisions of this
                  clause 2.10 will be deemed to be an obligation to transfer the
                  entire legal and beneficial interest in such share free from
                  any encumbrance.

            (i)   The provisions of this clause 2.10 may be waived in whole or
                  in part in any particular case with the prior written consent
                  of all the Ordinary Holders and all the Preferred Holders.

      2.11  If there is any inconsistency between the provisions of this clause
            2 and any other clauses of this Constitution, the provisions of this
            clause 2 will prevail.


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