THIS
      SHAREHOLDERS DEED
      is made
      on                     2006

    


    
      	
              BETWEEN:

            	
              NATHAN
                JOHN STEWART

            


    

    
      	 	
              Of
                Level 1, 1 Queens Road, Melbourne Victoria 3004
                Australia

            


    

    
      	 	
              ("Nathan")

            


    

    


    
      	
              AND:

            	
              FUTURE
                NOW INC

            


    

    of
      2401,
      East 23rd
      Street,
      Brooklyn New York 112 35 USA

    ("FutureNow")

    


    
      	
              AND:

            	
              ALKEMI
                INTERNATIONAL PTY LTD 

            


    

    
      	 	
              ACN
                091 104 997 

            


    

    
      	 	
              Of
                Level 1, 1 Queens Road, Melbourne Victoria 3004
                Australia

            


    

    
      	 	
              ("Company")

            


    

     

    INTRODUCTION

    


    
      	
              A.

            	
              Nathan
                is the sole Shareholder of the
                Company.

            


    

    
      	 	 


      	
              B.

            	 


      	 	 


    

    
      	
              C.

            	
              FutureNow
                is the licensor to the Company of certain CAS ‘Persuasion Architecture’
                and ‘Persuasion Scenario Analysis’ intellectual
                property.

            


    

    


    
      	
              D.

            	
              The
                commercial relationship between FutureNow and the Company has matured
                to
                the extent that all parties hereto are in agreement that the commercial
                synergies between FutureNow and the Company require a closer legal
                relationship.

            


    

    


    
      	
              E.

            	
              Negotiations
                between the parties have reached the point where the parties hereto
                have
                entered into a Heads of Agreement to consummate this
                relationship.

            


    

    


    
      	
              F.

            	
              This
                Deed has been entered into in pursuance of the above and for the
                purpose
                of more fully defining the future relationship of Nathan and FutureNow
                as
                shareholders (in the event that FutureNow becomes a shareholder in
                the
                Company) in both the Company and the operations of the business conducted
                by the Company.

            


    

    


    
      	
              G.

            	
              In
                terms of the Heads of Agreement, the parties thereto have also agreed
                that
                prior to the commencement of this Deed, the authorised and issued
                share
                capital in the Company will be increased to 959,3000 ordinary shares
                and
                that for purposes hereof, this shareholding in the Company is to
                be valued
                at Nine Hundred and Fifty Nine Thousand Three Hundred Australian
                Dollars
                (AUD $959,300).

            


    

    


    
      	
              H.

            	
              FutureNow
                has expressed an intention to acquire up to fifteen per
                centum
                (15%) of the Company’s share capital by way of an additional share issue.
                

            


    

    


    
      	
              I.

            	
              In
                pursuance of that intention, the Company will at commencement of
                this
                Deed, authorise the issue of 159,897 additional ordinary shares in
                the
                Company, and the Company will grant to FutureNow a Call Option, expiring
                on 30 June 2011, to acquire those shares at a strike price of $1.00
                per
                share.

            


    

    


    
      	
              B.

            	
              In
                the event that FutureNow exercises the Call Option to take up the
                additional share issue (or any part thereof), then Nathan and FutureNow
                have agreed that the terms of this Deed shall immediately come into
                effect
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IT
      IS THEREFORE AGREED

    


    
      	1.	
              DEFINITIONS
                AND INTERPRETATION

            


    

    


    
      	1.1	
              Definitions

            


    

    


    In
      this
      Deed and the Introduction, unless the context indicates a contrary intention,
      the following words and phrases shall have the following meanings:

    


    "Annual
      Budget and Business Plan":
      the
      Annual Budget and Business Plan of the Company prepared by 31 May each year
      and
      approved by the Board pursuant to clause 4.5(a);

    


    "Assets":
      the
      assets of the Company;

    


    "Board":
      the
      board of Directors of the Company;

    


    "Business":
      the
      business carried on by the Company and includes the generation of traffic by
      way
      of online marketing, conversion enhancement to turn web visitors into sales
      and/or enquiries, performance tracking and enhancement and training and
      consulting;

    


    "Commencement
      Date":
      the
      date of that FutureNow acquires a shareholding in the Company;

    


    "Confidential
      Information":
      includes all of the intellectual property owned by or licensed to the Company,
      the terms of this Deed and all or any of the other information concerning the
      Business, including
      but not limited to intellectual property rights, information about suppliers,
      customers, employees, systems, research, concepts, marketing plans and
      strategies,
      which is
      not at the time of such disclosure in the public domain;

    


    "Constitution":
      the
      Constitution of the Company from time to time;

    


    "Corporations
      Act": the
      Corporations Act 2001 (Cth);

    


    "Director":
      a
      Person who holds such office;

    


    "Dollars”
      :means
      Australian Dollars;

    


    Event":
      an
      event set out in clause 12;

    


    "Intellectual
      Property":
      all
      technology, patents, trademarks, trade names, licences, copyrights, registered
      designs, software and other computer programs, inventions, trade secrets,
      proprietary processes, recipes, know-how, ideas, concepts, client lists and
      marketing and commercial knowledge relating to or developed in connection with
      or in support of the Business or developed, owned, licensed or enhanced by
      any
      of the parties;

    


    "Item":
      an
      Item of Schedule 1;

    


    "member":
      a
      registered holder of Shares;

    


    "Month":
      a
      calendar month;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    "Option
      Notice":
      a
      written notice for the purposes of clause 1.1(b) of the Schedule 2 which is
      to
      contain notice of intention to acquire such of the Sale Shares at the purchase
      price determined in accordance with clause 1.1(f) of the Schedule
      2;

    


    "Party":
      a
      party to this Deed its successors and assigns as permitted by this
      Deed;

    


    "Person":
      an
      individual or a corporation partnership limited liability company trust or
      any
      other entity or organisation;

    


    "Principal":
      in
      respect to a Shareholder, the person, being a natural person, who has the
      ultimate beneficial interest in and control of the shares held by the relevant
      Shareholder which is a corporation and as at the Commencement Date is the person
      whose name appears alongside the name of a Shareholder in Item 2;

    


    "Related
      Body Corporate"
      has the
      meaning given to it by section 9 of the Corporations Act;

    


    "Sale
      Shares":
      where
      a Transfer Notice has been issued the number of Shares mentioned in the Transfer
      Notice and
      where
      an
      Event occurs then all the Transferring Shareholder's Shares;

    


    "Shareholder":
      a
      registered holder of Shares;

    


    "Shares": shares
      issued in the capital of the Company;

    


    "Special
      Condition":
      a
      special condition set out in Item 3;

    


    "Special
      Resolution":
      a
      resolution passed at a duly convened meeting of the Directors or members, as
      the
      case may be, entitled to be present and to vote at that meeting where two thirds
      or more of the votes cast in person or by proxy are in favour of the
      resolution;

    


    "Transfer
      Notice":
      a
      written notice to the Company from a Shareholder who wants to sell or transfer
      all or any of its Shares and
      in the
      case of the occurrence of an Event the notice given by the Company in accordance
      with clause 1.1(B) of Schedule 2;

    


    "Transferring
      Shareholder":
      a
      person referred and defined in clauses 11, 12 and Schedule 2; and

    


    "Valuer"
      means a
      person or firm independent of the parties with at least 10 years experience
      in
      business and company valuations appointed by the President for the time being
      of
      the Institute of Chartered Accountants in Australia (Victorian
      Branch).

    


    
      	
              1.2

            	
              In
                the interpretation of this Deed and the Schedules, unless the context
                otherwise requires:

            


    

    


    
      	 	
              (a)

            	
              words
                importing the singular shall include the plural and vice versa, words
                importing reference to any gender shall include all other genders,
                words
                importing persons shall include a reference to a corporation and
                other
                legal entities and vice versa;

            


    

    


    
      	 	
              (b)

            	
              paragraph
                headings are for convenience only and shall not form part of this
                Deed nor
                affect its construction;

            


    

    


    
      	 	
              (c)

            	
              where
                a word or phrase is given a particular meaning other parts of speech
                and
                grammatical forms of that word or phrase have corresponding
                meanings;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)
                

            	
              a
                reference to any Act of Parliament or code or section thereof or
                Schedule
                hereto shall be read as if the words "or any statutory modification
                or
                re-enactment thereof or substitution therefore" were added to the
                reference;

            


    

    


    
      	 	
              (e)

            	
              a
                reference to any clause, paragraph, Appendix or Schedule is, unless
                the
                context otherwise requires, a reference to a clause, paragraph, appendix
                or Schedule of this Deed;

            


    

    


    
      	 	
              (f)

            	
              references
                to any Party to this Deed or any other document or Deed shall include
                his
                or its personal representatives, successors or permitted
                assigns;

            


    

    


    
      	 	
              (g)

            	
              references
                to $ or dollar are references to the currency of the Commonwealth
                of
                Australia;

            


    

    


    
      	 	
              (h)

            	
              a
                reference to this Deed includes any variation novation or
                replacement;

            


    

    


    
      	 	
              (i)

            	
              if
                a period of time is specified and dates from a given day or the day
                of an
                act or event, it is to be calculated exclusive of that day and a
                reference
                to a day is to be interpreted as the period of time commencing at
                midnight
                and ending 24 hours later; and

            


    

    


    
      	 	
              (j)

            	
              reference
                to a Party using its best endeavours, reasonable endeavours, best
                effort
                or reasonable effort to procure any consent or assignment or other
                act,
                matter or thing shall not of itself require that Party to give any
                consideration whatsoever for such consent, assignment, act, matter
                or
                thing.

            


    

    


    
      	
              1.3

            	
              Where
                the date for performance by a Party of an obligation falls on a Saturday,
                Sunday, public holiday or day on which banks are closed for business
                in
                Melbourne, that date shall be extended to the next date on which
                banks are
                open for business in Melbourne (referred to as a "business
                day").

            


    

    


    
      	2.	
              COMMENCEMENT
                AND SHAREHOLDER COMMITMENT

            


    

    


    
      	
              2.1

            	
              This
                Shareholders Deed begins on the Commencement Date and therefore all
                rights, agreements and obligations contained in this Shareholders
                Deed are
                effective from the Commencement Date and not
                before.

            


    

    


    
      	
              2.2

            	
              The
                Shareholders shall procure their respective representatives on the
                Board
                to:

            


    

    


    
      	
            	(a)	
              work
                as a team to secure appropriate funding for the
                Business;

            


    

    


    
      	 	
              (b)

            	
              utilise
                their respective knowledge and skills to assist the Company achieve
                its
                objectives.

            


    

    


    
      	3.	
              THE
                CONSTITUTION

            


    

    


    On
      and
      from the Commencement Date, the Shareholders shall ensure that the Constitution
      is not amended in any way which is contrary or inconsistent with the provisions
      of this Deed unless the proposed amendment or amendments are unanimously agreed
      by the Shareholders.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	4.	
              THE
                COMPANY

            


    

    


    
      	4.1	
              Object
                and Purpose

            


    

    


    The
      object and purpose of the Company is:

    


    
      	 	
              (a)

            	
              to
                generate traffic by way of online marketing, conversion enhancement
                to
                turn web visitors into sales and/or enquiries, performance tracking
                and
                enhancement and training and
                consulting;

            


    

    


    
      	 	
              (b)

            	
              to
                market and promote the Business according to the marketing strategy
                and
                activities plan as approved by the Board from time to
                time;

            


    

    


    
      	 	
              (c)

            	
              maximise
                the profits of the Company; and

            


    

    


    
      	
            	(d)	
              generally
                to carry out any activity ancillary to the
                foregoing.

            


    

    


    
      	4.2	
              Directors
                of Company, Meetings

            


    

    


    The
      Shareholders and the Company agree that:

    


    
      	
            	(a)	
              until
                and unless otherwise unanimously agreed by the Shareholders, the
                number of
                Directors of the Company shall be two. Those Directors will be appointed
                in accordance with the Constitution and the provisions of this
                Deed;

            


    

    


    
      	
            	(b)	
              a
                Shareholder shall be entitled to appoint one Director to the Board
                of the
                Company to represent its interests notwithstanding that it holds
                less than
                10% of all the Shares on issue;

            


    

    


    
      	
            	(c)	
              the
                power to appoint a Director shall carry with it the power to remove
                that
                Director from office, and to appoint any other person to be a Director
                in
                place of an appointed Director who dies, resigns, is removed or otherwise
                vacates his office;

            


    

    


    
      	
            	(d)	
              any
                appointment or removal of a Director of the Company shall be in writing
                served upon the Company and signed by the person entitled to so appoint
                or
                remove such Director or by his duly authorised agent, attorney or
                representative, and shall become effective upon delivery of such
                written
                instrument to the registered office of the
                Company;

            


    

    


    
      	
            	(e)	
              a
                quorum at a meeting of the Board of the Company shall consist of
                two
                Directors PROVIDED
                THAT
                if
                a quorum is not achieved within half an hour of the time fixed for
                the
                meeting by the notice given for it, such meeting shall be adjourned
                for at
                least seventy-two (72) hours and the unrepresented parties shall
                immediately be notified by facsimile of the
                adjournment;

            


    

    


    
      	
            	(f)	
              a
                quorum for a meeting of the members of the Company shall consist
                of two
                shareholders holding in aggregate at least 51% of the Shares present
                in
                person or by proxy or by representative provided that in the event
                that a
                quorum is not achieved within half an hour of the time fixed for
                the
                meeting by the notice given for it, such meeting shall be adjourned
                for at
                least seventy-two (72) hours and the unrepresented party shall immediately
                be notified by facsimile of such adjournment, at the adjourned meeting
                the
                quorum shall be any one shareholder holding not less than 51% of
                the
                shares;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
            	(g)	
              a
                meeting of the Board or a meeting of the members may be called or
                held
                using any technology consented to by all Directors (in the case of
                a Board
                meeting) and by all members (in the case of a members meeting); the
                consent may be a standing one;

            


    

     

    
      	               
              (h)	
              (i) 

            	decisions of the Board and the members
              shall
              be made by simple majority vote, unless otherwise stated in this
              Deed;


      	 	 	 


      	
            	(ii)	
              each
                Director present at a meeting of the Board shall be entitled to one
                vote
                for each Share held by the Shareholder he or she
                represents;

            


    

    


    
      	
            	(i)	
              the
                Board shall endeavour to meet each month but in any event will meet
                at
                least once each quarter year;

            


    

    


    
      	
            	(j)	
              subject
                to the Corporations Act or the consents referred to in clause 4.2(g),
                notice of all meetings of the Board, and members shall be communicated
                in
                writing by letter, receipted email or facsimile at least 7 days prior
                to
                the meeting;

            


    

    


    
      	
            	(k)	
              a
                Shareholder may nominate an alternative representative to the Board
                of the
                Company and remove any representative or alternate so appointed,.
                A
                nominated replacement representative to the Board shall be made by
                notice
                in writing to the Company delivered to its registered
                office;

            


    

    


    
      	
            	(l)	
              minutes
                recording the resolution of the Board of the Company or a resolution
                of
                the members shall be signed by the Chairman of the meeting and copies
                of
                such minutes shall be circulated to each Shareholder within seven
                days of
                the holding of all such meetings;
                and

            


    

    


    
      	
            	(m)	
              a
                director appointed by a Shareholder may take into account the interests
                of
                that Director’s appointor and may act on the wishes of that appointor in
                performing any of his or her duties or exercising any right, power
                or
                discretion as a director except to the extent prohibited by law or
                where
                no honest and reasonable director could have formed the view that,
                in
                doing so, the Director was acting in good faith in the best interests
                of
                the Company as a whole.

            


    

    


    
      	4.3	
              Chairman

            


    

    


    
      	 	
              (a)

            	
              The
                office of Chairman of the Board ("Chairman")
                shall be selected by and from the Board.


            


    

    


    
      	 	
              (b)

            	
              The
                Chairman shall be responsible for convening all meetings of the Board
                required or permitted in accordance with this Deed or the Constitution,
                or
                upon the request in writing of any member of the Board or upon a
                request
                in writing by either Shareholder.

            


    

    


    
      	 	
              (c)

            	
              The
                Chairman, with the assistance of the secretary, shall fix the agenda
                for
                each meeting of the Board and shall include thereon all matters requested
                by any member of the Board.

            


    

    


    
      	 	
              (d)

            	
              The
                Chairman, or in his or her absence another member of the Board designated
                by the Chairman, shall be the presiding officer at all meetings of
                the
                Board and shall attempt to negotiate compromises among directors
                when
                unanimity cannot be reached on a matter properly before the
                Board.

            


    

    


    
      	
            	(e)	
              The
                Chairman shall have a casting vote.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	4.4	
              Matters
                requiring Special
                Resolution

            


    

    


    The
      following activities, matters and decisions shall only be done or made by
      Special Resolution of the Board:

    


    
      	
            	(a)	
              contracts
                or commitments entered into other than in the ordinary course of
                business
                or other than in the ordinary course of commercial dealings in good
                faith;

            


    

    


    
      	
            	(b)	
              contracts
                or arrangements to be entered into between the Company and a Shareholder
                or any entity or person associated with a
                Shareholder;

            


    

    


    
      	 	
              (c)

            	
              the
                employment or termination of a chief executive officer, chief financial
                officer or personnel in other senior management positions within
                the
                Company, including approval of job descriptions and remuneration
                package
                and severance payments;

            


    

    


    
      	
            	(d)	
              the
                sale or other disposal of the Business or a substantial part of the
                Assets
                of the Company;

            


    

    


    
      	
            	(e)	
              a
                material change in the nature of the Business;
                and

            


    

    


    
      	
            	(f)	
              the
                increase or decrease in Shares on issue or any amendments to the
                rights or
                classification of any Shares.

            


    

    


    
      	4.5	
              Action
                by the Board

            


    

    


    The
      Company shall not implement or otherwise act with respect to any of the
      following matters unless such matters have been approved by action of the
      Board:

    


    
      	 	
              (a)

            	
              adoption
                of the Annual Budget and Business Plan for any year, provided that
                if the
                Annual Budget and Business Plan prepared by 31 May for any year is
                not
                approved, it shall be modified as directed by the Board and resubmitted
                for such approval;

            


    

    


    
      	 	
              (b)

            	
              approval
                of Contracts and proposals which may pose significant risk to the
                Company
                or which are outside the normal course of
                business;

            


    

    


    
      	 	
              (c)

            	
              approval
                of amendments to proposals and Contracts which either exceed + or
                - 10% of
                the proposal/Contract value or have a significant Contract
                impact;

            


    

    


    
      	 	
              (d)

            	
              incurrence
                (including by guarantee or assumption) of any indebtedness (including
                the
                opening of lines of credit or borrowing) that is not included in
                the
                Annual Budget and Business Plan;

            


    

    


    
      	 	
              (e)

            	
              any
                commitment or expenditure by the Company not covered by the Annual
                Budget
                and Business Plan that exceeds
                $5,000.00;

            


    

    


    
      	 	
              (f)

            	
              acquisition
                or disposal of any real estate;

            


    

    


    
      	 	
              (g)

            	
              negotiation
                or arrangement or documentation or entry into any lending or borrowing
                transaction, including (but not limited to) finance leases, securities,
                loans, mortgages, overdrafts of any kind or bank
                guarantees;

            


    

    


    
      	 	
              (h)

            	
              actual
                expenditure or a commitment to spend capital expenditure which is
                not
                covered by either an Approved Budget or contract deliverable or which
                is
                more than $5,000.00 per item or group of related items (including
                items
                proposed to be leases where the total exceeds
                $5,000.00);

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              any
                contracting arrangements or business that are not included in the then
                current, approved Annual Budget and Business Plan that exceed $5,000.00
                per annum;

            


    

    


    
      	 	
              (j)

            	
              the
                initiation (whether through complaint, counter claim or otherwise),
                compromise or settlement of, or the taking of any material decision
                concerning, any legal, judicial, administrative or arbitration proceeding
                to which the Company is or may become a party;
                and

            


    

    


    
      	 	
              (k)

            	
              approval
                of the marketing strategy and activities plan and
                budget.

            


    

    


    
      	
              4.6

            	
              Delegation

            


    

    


    The
      Board
      by ordinary resolution may delegate the right to take or approve any action
      with
      respect to the matters listed in clause 4.5(a) to any Person.

    


    
      	5.	
              SHAREHOLDER
                EQUITY

            


    

    


    
      	5.1	
              As
                at the date of this Deed, the Shareholders hold the following
                Shares:

            


    

    


    
      	
              Shareholder

            	 	
              No.
                of Shares

            	 
	
              Nathan

            	 	 	
              2
                (100

            	
              %)

            
	
              FutureNow

            	 	 	
              
                Nil
                  (0

              

            	
              
                %)

              

            


    

    


    At
      the
      date of commencement of this Deed, the Shareholders will hold the following
      shares 

    


    
      	
              Shareholder

            	 	
              No.
                of Shares

            	 
	
              Nathan

            	 	 	
              959,300
                (100

            	
              %)

            
	 	 	 	 	 
	
              FutureNow

            	 	 	
              At
                least 1 share, but with Call Options to bring its total shareholding
                in
                the Company to 159,878 shares

            	 


    

     

    
      	
              5.2

            	
              The
                parties agree that Future Now will, during the period of five (5)
                years,
                commencing on the Commencement Date, have the right to increase its
                equity
                in the Company from one (1) share to fifteen (15) percent of the
                authorised shares in the Company, by applying for the allotment of
                159,878
                additional Shares. The issue price of each such additional Shares
                shall be
                One Dollar ($1.00) per share.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	6.	
              THE
                BANK, COMPANY BOOKS AND INSPECTION OF
                RECORDS

            


    

    


    
      	
              6.1

            	
              Bank
                Account

            


    

    


    
      	 	
              (a)

            	
              The
                principal bank account of the Company shall be at such bank as may
                from
                time to time be determined by the Board. All income derived by the
                Company
                shall be deposited forthwith in the relevant bank
                account.

            


    

    


    
      	
            	(b)	
              The
                bank accounts shall be capable of being operated by nominee signatories
                of
                two Directors of the Company.

            


    

    


    
      	
            	(c)	
              The
                bank accounts shall be available to meet all costs, expenses and
                disbursements incurred by the
                Company.

            


    

    


    
      	6.2	
              Audit

            


    

    


    Unless
      unanimously agreed by the Board, the annual financial statements of the Company
      shall not be audited.

    


    
      	6.3	
              Examination
                of books

            


    

    


    Any
      Shareholder may arrange for accountants to peruse and examine all accounting
      and
      financial records of the Company at its expense. Shareholders shall have
      reasonable access with its agents to examine and copy the books, records,
      papers, letters and documents of the Company however
      in
      exercising these rights the Shareholders shall act in a fiduciary capacity
      to
      the Company.

    


    
      	7.	
              FINANCIAL
                PROVISIONS

            


    

    


    
      	7.1	
              Annual
                Account

            


    

    


    
      	 	
              Within
                ninety (90) business days of each financial year the Company's accountants
                shall establish the accounts for the preceding year and submit them
                to the
                Board for review following which the annual accounts shall be submitted
                to
                the Shareholders for approval in a timely
                manner.

            


    

    


    
      	7.2	
              Annual
                Budget and Business Plan

            


    

    


    
      	 	
              At
                least two months before the end of each financial year the Annual
                Budget
                (which is to include cashflows) and Business Plan for the subsequent
                year
                shall be submitted by the nominated person to the Board for approval.
                The
                Annual Budget and Business Plan shall provide for a contingency line
                in a
                fixed amount to cover any unexpected commitment or expenditure that
                may
                arise during the financial year. The Annual Budget and Business Plan
                shall
                specifically provide for the financial means required for the operation
                of
                the Company.

            


    

    


    
      	7.3	
              Financial
                Year

            


    

    


    
      	 	
              The
                financial year of the Company shall run from 1 July to 30
                June.

            


    

    


    
      	7.4	
              Books,
                Records and Financial
                Statements

            


    

    


    
      	 	
              (a)

            	
              The
                Company shall maintain, at its principal place of business, separate
                books
                of account for the Company that shall show a true and accurate record
                of
                all costs and expense incurred, all charges made, all credits made
                and
                received and all income derived in connection with the operation
                of the
                Company business in accordance with generally accepted accounting
                principles in Australia consistently
                applied.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              The
                Company's books of accounts, together with a copy of this Deed and
                of the
                Constitution and all records and correspondence of the Company (except
                for
                data the disclosure of which is restricted under the terms of this
                Deed or
                applicable law) shall at all times be maintained at the principal
                place of
                business of the Company and shall be open to inspection and examination
                at
                reasonable times by each Shareholder and its duly authorised
                representative for any purpose reasonably related to such Shareholder's
                interests as Shareholder of the Company and its rights and obligations
                under this Deed.

            


    

    


    
      	 	
              (c)

            	
              The
                following financial information shall be provided to each Shareholder
                as
                soon as possible and in any event within 30 days after the close
                of each
                financial year quarter: 

            


    

    


    
      	 	
              (i)

            	
              balance
                sheet of the Company and subsidiaries as of the beginning and close
                of
                such quarter; 

            


    

    


    
      	 	
              (ii)

            	
              statement
                of the Company profits and losses and changes in financial position
                and
                Shareholder equity for such financial quarter;
                and

            


    

    


    
      	 	
              (iii)

            	
              cashflow
                statement.

            


    

    


    
      	7.5	
              Accounting
                Method

            


    

    


    
      	 	
              For
                both financial and tax reporting purposes and for purposes of determining
                profits and losses, the books and records of the Company shall be
                kept on
                the accrual method of accounting applied in a consistent manner and
                shall
                reflect all the Company transactions and be appropriate for the Company's
                business.

            


    

    


    
      	7.6	
              Dividend
                Policy

            


    

    


    The
      Board
      shall, unless to do so would be in breach of their fiduciary duties and
      obligations owed to the Company, declare and distribute a dividend of not less
      than thirty (30) per centum of the after tax profits of the Company per annum
      from the expiration of the second financial year after the Commencement Date,
      provided that any such dividend shall be only distributed when the Company
      has
      sufficient available cash reserves. It is intended that the dividend declared
      in
      respect of any year will be paid in one instalment with the dividend being
      paid
      within 30 days after the day on which the dividend is declared. The due date
      for
      the declaration of the dividend shall be no later than six (6) months after
      the
      end of the financial year.

    


    8. INTELLECTUAL
      PROPERTY AND CONFIDENTIAL INFORMATION

    


    
      	8.1	
              Non
                disclosure

            


    

    


    All
      Confidential Information disclosed by the Company to any Shareholder under
      or in
      connection with this Deed shall be and shall be deemed to be disclosed on terms
      of strict confidence, permanently prohibiting further disclosure or use by
      the
      recipient which is not authorised under this Deed. Each Shareholder shall keep
      Confidential Information confidential.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	8.2	
              Exception

            


    

    


    A
      Shareholder shall not be liable for disclosure of any Confidential Information
      where the Confidential Information is:

    


    
      	
            	(a)	
              within,
                or later falls within, the public domain through no fault of the
                recipient;

            


    

    


    
      	
            	(b)	
              already
                known by the recipient, its employees, officers or agents as sustained
                by
                documentation prior to the
                disclosure;

            


    

    


    
      	
            	(c)	
              legally
                obtainable without restriction from another
                source;

            


    

    


    
      	
            	(d)	
              approved
                for release or use by written authorisation from the person transmitting
                the information.

            


    

    


    
      
        	8.3	
                Reasonable
                  endeavours to
                  protect

              


      

    

    


    The
      Parties will each use all reasonable endeavours at all times to protect and
      preserve the confidential nature and continued secrecy of all Confidential
      Information of or relating to the Company.

    


    
      	
              8.4

            	
              Permitted
                disclosure

            


    

    


    Nothing
      in this clause 8 prohibits the disclosure of Confidential
      Information:

    


    
      	
            	(a)	
              to
                the extent necessary to a professional consultant, an accountant,
                solicitor or any other person or body acting for and in circumstances
                necessary to protect or advise upon the rights of a Shareholder,
                the
                Company in relation to the Business and the arrangements established
                under
                this Deed, provided such person or persons undertake in writing (in
                a form
                acceptable to the Shareholders) to keep the same confidential at
                all
                times;

            


    

    


    
      	
            	(b)	
              where
                required by a stock exchange on which the Shareholder is listed;
                

            


    

    


    
      	
            	(c)	
              in
                a public disclosure document on a public
                listing;

            


    

    


    
      	
            	(d)	
              where
                required by law; or

            


    

    


    
      	
            	(e)	
              in
                a manner or to a person to whom disclosure is expressly permitted
                or
                contemplated under this Deed.

            


    

    


    
      	8.5	
              Survival
                of obligation

            


    

    


    The
      rights and obligations of the parties with respect to confidentiality shall
      survive termination of this Deed.

    


    
      	9.	
              MUTUAL
                COVENANTS AND RELATIONSHIP OF
                PARTIES

            


    

    


    
      	9.1	
              Terms

            


    

    


    Each
      Shareholder covenants and agrees with the other Shareholders:

    


    
      	
            	(a)	
              to
                be just and faithful to the others in all transactions relating to
                the
                Company and to give a true account of the same to them when and as
                often
                as the same shall be reasonably
                required;

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
            	(b)	
              to
                inform the other Shareholders of all matters accounts writings and
                other
                things of which they may have become possessed of concerning the
                Company;

            


    

    


    
      	
            	(c)	
              forthwith
                upon receipt of any cheques, negotiable instruments, or moneys belonging
                to the Company to pay them into the Company's bank
                account;

            


    

    


    
      	
            	(d)	
              punctually
                pay and discharge its respective obligations under this
                Deed;

            


    

    


    
      	
            	(e)	
              not
                to use for its own benefit advantage or enjoyment any records, reports
                or
                other information relating to the affairs of the Company or the
                Intellectual Property or Confidential Information of the
                Company;

            


    

    


    
      	
            	(f)	
              not
                to act in any manner which may be prejudicial to the Company;
                and

            


    

    


    
      	
            	(g)	
              at
                all times to promptly and fully give to the other Shareholders all
                information and truthful explanations of all matters relating to
                the
                affairs of the Company.

            


    

    


    
      	9.2	
              Other
                business

            


    

    


    Other
      than as provided in clause 15, the provisions of this Deed shall in no way
      restrict or prohibit any party from carrying on any other business PROVIDED
      THAT
      in doing
      so that party duly and punctually observes and complies and at all times
      continues to observe and comply with its obligations under this Deed. The
      parties agree further that each Principal employed in the Business on a
      full-time basis is expected to devote his or her whole time and abilities
      (unless absent on leave as provided for in this agreement or through injury
      or
      illness) during normal working hours, and at such other times as may be
      reasonably necessary to the proper performance of his or her duties, to that
      employment.

    


    
      	9.3	
              No
                fiduciary relationship

            


    

    


    The
      Shareholders agree that none of them shall be deemed to have any fiduciary
      relationship or obligation to the others of them except as specifically provided
      for in this Deed or elsewhere in writing.

    


    
      	9.4	
              No
                authority to bind; no
                partnership

            


    

    


    Nothing
      in this Deed shall be construed as to constitute any Shareholder, the general
      agent or representative of the other or others or to confer on any Shareholder
      any authority to bind or pledge the credit of the other or others and it is
      acknowledged and agreed that this Deed does not constitute a partnership and
      that no Shareholder shall hold itself out as a partner of the other or
      others.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	10.	
              FUNDING

            


    

    


    
      	10.1	
              Future
                funding

            


    

    


    If
      the
      Company's Board determines that further capital is required (for working
      capital, acquisitions, other investments or otherwise), the Parties agree that
      the funding will be sought in the following order:

    


    
      	 	
              (a)

            	
              external
                debt funding , then

            


    

    


    
      	 	
              (b)

            	
              Shareholder
                debt funding (pro rata to the shareholding in the Company of the
                Shareholders); then

            


    

    


    
      	
            	(b)	
              equity
                funding (pro rata to the shareholding in the Company of the
                Shareholders).

            


    

    


    Provided
      that funding has been sought in the order described above, where a Shareholder
      is required to contribute it's pro rata share of the further equity to be raised
      and does not wish, or is unable, to do so in the time period required by the
      Company's Board (which must not be less than 1 month), the other Shareholder
      may
      choose to contribute an additional amount, being the amount which was to have
      been contributed by the Shareholder, in addition to it's own pro rata
      contribution;

    


    Provided
      further that no equity funding will be sought from non-shareholders, save and
      except with the unanimous resolution of the Company’s Shareholders.

    


    
      	10.2	
              Conversion
                of debt funding to equity

            


    

    


    Debt
      owed
      by the Company to a Shareholder may only be converted to equity by unanimous
      resolution of the Shareholders. 

    


    
      	10.3	
              No
                guarantee

            


    

    


    No
      Shareholder nor Director shall be obliged to provide any guarantee, indemnity
      or
      other security to support or secure the obligations of the Company.

    


    
      	10.3	
              No
                obligation

            


    

    


    No
      Shareholder shall be obliged to subscribe for additional Shares.

    


    
      	11.	
              PROHIBITION
                ON DISPOSAL OF SHARES

            


    

    


    
      	11.1	
              Prohibited
                dealings

            


    

    


    Other
      than as provided in clause 11.2, clause 11.3 or clause 12, no Shareholder shall,
      without the prior written consent of the other Shareholders, sell, assign,
      transfer, declare itself trustee, mortgage, charge, pledge or otherwise dispose
      of or encumber its Shares or its other entitlements created under this Deed
      except in accordance with the provisions of this Deed.

    


    
      	11.2	
              Transfer
                Notice

            


    

    


    At
      any
      time after the Commencement Date, a Shareholder may issue a Transfer Notice
      to
      the Company (that Shareholder called here and in Schedule 2 as a "Transferring
      Shareholder").
      The
      Company shall forthwith notify the other Shareholders of its receipt of the
      Transfer Notice and the provisions of Schedule 2 shall apply.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    
      	
              11.3

            	
              Permitted
                dealings

            


    

    


    Notwithstanding
      clause 11.2 a Shareholder may, subject to the written consent of the other
      Shareholders, which consent shall not be unreasonably withheld, and subject
      to
      compliance with clause 13, transfer all its Shares to:

    


    
      	
            	(i)	
              a
                Related Body Corporate of the Shareholder;
                or

            


    

    


    
      	
            	(ii)	
              a
                company or trust controlled by a person or one or more persons referred
                to
                in (i) above.

            


    

    


    
      	12.	
              OCCURRENCE
                OF SPECIFIED EVENTS 

            


    

    


    If
      any of
      the following events occur then subject to clause 13, the provisions of Schedule
      2 shall apply:

    


    
      	
            	(a)	
              if
                a Shareholder without obtaining the consent required by virtue of
                clause
                11.1, pledges as security its Shares by way of mortgage, lien or
                otherwise
                (that Shareholder called here and in the Schedule 2 as a "Transferring
                Shareholder");

            


    

    


    
      	
            	(b)	
              if
                a Shareholder without the consent of all other Shareholders executes
                a
                deed of trust or otherwise disposes or attempts to dispose of its
                Shares
                (that Shareholder called here and in the Schedule 2 a "Transferring
                Shareholder");

            


    

    


    
      	
            	(c)	
              if
                a mortgagee of assets of a Shareholder takes possession of them or
                if a
                receiver, manager, provisional liquidator, administrator or liquidator
                ("controller")
                is appointed to a Shareholder (that Shareholder called here and in
                Schedule 2 a "Transferring
                Shareholder")
                and within 21 days of the date of the mortgagee taking possession
                or the
                appointment of the controller the appointment has not been dismissed
                or
                set aside;

            


    

    


    
      	
            	(d)	
              if
                a Shareholder defaults in performance or observance of any material
                covenant condition or agreement in this Deed and that default prejudices
                or is capable of prejudicing the interests of the others and the
                default
                is not remedied in 30 days after receipt by that Shareholder, of
                a written
                notice from the others requiring that Shareholder to remedy the default
                (the Shareholder failing to remedy in accordance with this sub-clause
                is
                called here and in Schedule 2 a "Transferring
                Shareholder");
                

            


    

    


    
      	
            	(e)	
              if
                a Shareholder (such Shareholder called here and in Schedule 2 a
                "Transferring
                Shareholder")
                without the prior written approval of the other Shareholders and
                the
                Company, is directly or indirectly engaged, interested or concerned
                in any
                capacity whatsoever (whether as promoter, shareholder, director,
                sole
                trader, partner, joint venturer, employee, agent, consultant, adviser,
                trustee, lender, supplier, licensor, owner or part owner or any other
                capacity) in any enterprise which carries on a business or proposes
                to
                carry on a business which uses or intends to use technology, goods
                or
                services which are capable of competing in markets similar to those
                intended by the Company in the conduct of the
                Business;

            


    

    


    
      	
            	(f)	
              where:

            


    

    


    
      	
            	(i)	
              a
                change in control occurs in a Shareholder whether occurring at one
                time or
                through a series or succession of occurrences (that Shareholder called
                the
                "Target")
                or the Target's holding company ("holding company" having the meaning
                ascribed to it in Section 9 of the Corporations Act) (the "Holding
                Company");
                or 

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
            	(ii)	
              a
                change or alteration occurs in the corporate structure of the Target
                or
                the Holding Company 

            


    

    


    which
      results in a person or corporation other than the shareholders of the Target
      or
      the Holding Company (as the case may be) as at the date of execution of this
      Deed:

    


    
      	
            	(A)	
              controlling
                the composition of the Board of the Target or the Holding
                Company;

            


    

    


    
      	
            	(B)	
              controlling
                the voting power of the Board of the Target or the Holding
                Company;

            


    

    


    
      	
            	(C)	
              holding
                more than one half of the issued share capital of the Target (either
                beneficially or otherwise) or the Holding Company (either beneficially
                or
                otherwise)

            


    

    


    and
      that
      change occurs without the written consent of the other Shareholders (unless
      the
      Target or the Holding Company is a company or companies the shares of which
      are
      listed on any stock exchange in Australia or is a subsidiary of any such
      company), the Target shall be deemed to be a "Transferring
      Shareholder"
      for the
      purposes of this clause and Schedule 2. A transfer of shares in the Target
      or
      Holding Company shall not be an event which brings about a change in control
      for
      the purpose of this clause 12(g) if it is a transfer to a wholly owned
      subsidiary or to a holding company which owns all of the issued shares of the
      transferor;

    


    
      	 	
              (g)

            	
              if
                a Shareholder purports or attempts to transfer or deal with its Shares
                other than in accordance with this Deed and unless within 5 days
                of notice
                of such an event coming to the attention of the other Shareholders,
                they
                excuse that transfer or dealing by written notice given to the Company
                and
                the Shareholder who has purported or attempted to transfer or deal
                with
                its Shares other than in accordance with this Deed (that Shareholder
                called here and in Schedule 2 a "Transferring
                Shareholder"
                who shall be deemed to have given a Transfer
                Notice);

            


    

    


    
      	
            	(h)	
              if
                a Shareholder being an individual, dies or becomes bankrupt, commits
                an
                act of bankruptcy or brings his estate within any law relating to
                bankruptcy or in the case of a Shareholder that is a corporation
                if the
                Principal becomes bankrupt, commits an act of bankruptcy or brings
                his
                estate within any law relating to bankruptcy (that Shareholder called
                here
                and in Schedule 2 a "Transferring
                Shareholder");

            


    

    


    
      	 	
              (i)

            	
              if
                a person specified in Item 2:

            


    

    


    
      	
            	(i)	
              becomes
                bankrupt or compounds with his creditors or assigns his estate for
                the
                benefit of his creditors;

            


    

    


    
      	
            	(ii)	
              becomes
                of unsound mind or is placed under the control of a committee or
                officer
                under a law relating to mental health;


            


    

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
      
      

       

      
        (iii)    
            dies;

         

        (iv)      
          is guilty of any dishonesty in relation to the Company;

         

        (v)       
          is guilty of any breach of the Corporations Act;

         

        (vi)      
          for any reason ceases to be eligible to hold office as a director of the
          Company; or

         

        (vii)     
          being an employee of the Company, retires or resigns from that employment
          or has
          that employment terminated on account of:

         

        (A)      
          serious misconduct or fraud; 

         

        (B)      
          any serious breach of faith, or serious neglect or default or wilful disregard
          of directions;

         

        (C)      
          the use or abuse alcohol or drugs to the extent he is no longer able to
          properly
          perform his functions under his contract of employment;

         

        (D)      
          he is convicted of an indictable or criminal offence;

         

        then
          the
          Shareholder whose name appears along side the name of that person in Item
          3
          shall for the purposes of this clause and for the purposes of Schedule
          2 be
          called "Transferring
          Shareholder";

         

        (j)        
          if a Shareholder becomes of unsound mind or is placed under the control
          of a
          committee or officer under a law relating to mental health (that Shareholder
          called here and in the Schedule 2 a "Transferring
          Shareholder").

         

        13.      
          TRANSFER TO THIRD PARTY

         

        Where
          a
          Shareholder transfers part of its Shares to a third party with the consent
          of
          the other Shareholders or otherwise in compliance with this Deed, the incoming
          Shareholder and the then current Shareholders must before the incoming
          Shareholder's name is registered in the register of Shareholders execute
          a Deed
          of Accession by which the incoming Shareholder agrees to observe and be
          bound by
          this Deed as if it had executed this Deed as a party.  The form of Deed of
          Accession is contained in Schedule 3.

         

        14.      
          DRAG ALONG OPTION

         

        14.1     
          Drag
          Along Option

         

        If
          at any
          time a Shareholder or Shareholders holding not less than 50% of the issued
          shares of the Company ("Majority
          Shareholders"),
          wish
          to transfer all the Shares held by them ("Sale
          Shares")
          and
          all other issued shares of the Company to any person ("Third
          Party")
          or
          wish to sell all or substantially all of the Assets to the Third Party,
          the
          Majority Shareholders shall have, subject to the terms of this clause 14
          and its
          compliance with the provisions of this clause 14, the option ("Drag
          Along Option")
          of
          requiring all the other Shareholders ("Minority
          Shareholders")
          to:

         

        (a)       
          transfer to the Third Party or as the Third Party directs, all of the Shares
          held by the Minority Shareholders in accordance with this clause in which
          case
          it shall be entitled to transfer the Sale Shares to the Third Party without
          compliance with clause 11.2; or

         

        (b)       
          join in the sale of the Assets.

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        14.2     
          Substantial
          Sale Notice

         

        If
          the
          Majority Shareholders propose to sell the Sale Shares, or the Assets, as
          the
          case may be under this clause, the Majority Shareholders must give a notice
          of
          its intention to the Company and the Minority Shareholders with reasonable
          particulars of the main commercial terms of the proposed sale including
          the
          proposed form of consideration ("Substantial
          Sale Notice").

         

        14.3     
          Right
          of first refusal

         

        Prior
          to
          the sale the subject of the Substantial Sale Notice proceeding, the Minority
          Shareholders will have a first right of refusal to acquire all of the Sale
          Shares or the Assets as the case may be at the price and on the terms agreed
          to
          by the third party.  This right of refusal may be exercised by the Minority
          Shareholders at any time up to 7 days after the date of the Substantial
          Sale
          Notice.  It will be a condition of any such sale to the Minority
          Shareholders that the Minority Shareholders will, with effect from the
          date of
          the sale,  obtain the release of any and all guarantees given by the
          Majority Shareholders in support of the Company or the Business. 

         

        14.4     
          Exercise
          of Drag Along Option

         

        If
          the
          Minority Shareholders have not exercised their right of first refusal in
          accordance with clause 14.3, the Majority Shareholders may exercise the
          Drag
          Along Option:

         

        (a)       
          within 60 days after the date of the Substantial Sale Notice;

         

        (b)       
          by giving notice ("Drag
          Along Notice")
          to
          that effect to the Minority Shareholders stating that the Minority Shareholders
          are required to transfer their Shares or join in the sale of the Assets
          accompanied by a copy of the latest version of any sale agreement to which
          the
          Minority Shareholders will be a party conforming with clause 14.5.

         

        14.5     
          Agreement
          to be signed

         

        Any
          agreement required to be signed by the Minority Shareholders must:

         

        (a)       
          not impose obligations upon the Minority Shareholders more onerous than
          the
          Majority Shareholders;

         

        (b)       
          not require joint and several obligations of the Minority Shareholders
          and
          Majority Shareholders, but instead their obligations shall be in proportion
          to
          their shareholding in the Company at the time; and

         

        (c)       
          not include a restraint of trade or similar upon the activities of the
          Minority  Shareholders more onerous than under clause 15 of this
          Deed.

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        14.6     
          Execution
          of Agreement

         

        At
          any
          time after the expiration of 14 days after giving the Drag Along Notice,
          the
          Majority Shareholders may sign an agreement to sell all the issued shares
          of the
          Company, or the Assets, as the case may be, to the Third Party providing
          the
          agreement complies with clause 14.3 and no material change has occurred
          to the
          latest version of the agreement provided under clause 14.4(b) of which
          the
          Minority Shareholders have not received 7 days prior notice.

         

        14.7     
          Sale
          of Shares

         

        If
          the
          Drag Along Notice refers to the sale of all the issued shares of the
          Company:

         

        (a)       
          the Minority Shareholders are only obliged to sell their shares at the
          same
          price per share payable by the Third Party to the Majority Shareholders
          in
          respect of the Sale Shares and providing:

         

        (i)        
          the Minority Shareholders receive the equivalent consideration which the
          Majority Shareholders are to receive (but taking into account their respective
          Shareholding) or cash only if the Minority Shareholders have elected to
          receive
          cash by notice in writing within 7 days after the date of the Drag Along
          Notice;
          and

         

        (ii)       
          the Majority Shareholders do not receive any material additional benefit
          not
          offered to the Minority Shareholders other than under commercial arrangements
          on
          arms length terms.

         

        (b)       
          the Majority Shareholders are empowered to sign the sale agreement on their
          own
          behalf and on behalf of the Minority Shareholders and the Minority Shareholders
          are bound by the agreement in respect of their shares providing the agreement
          is
          consistent with the terms of this clause 14;

         

        (c)       
          each Shareholder must immediately make available the certificates for its
          shares
          for delivery to the Third Party on completion and sign all documents required
          to
          complete the sale;

         

        (d)       
          each Shareholder and the Company appoints the Board and each member of
          the Board
          severally its attorney to sign any documents and issue any replacement
          share
          certificates required to complete the sale if a Shareholder fails to comply
          with
          clause 14.6(c);

         

        (e)       
          the sale consideration to be received by the Minority Shareholders for
          their
          issued shares must be paid or satisfied simultaneously with the transfer
          of the
          Minority Shareholders shares (subject to any adjustments or deferred
          consideration equally applicable to the Majority Shareholders);

         

        (f)       
          the Minority Shareholders shall in proportion to the percentage of the
          shares
          they hold in the Company at the time shall pay the Majority Shareholders
          that
          proportion of the reasonable costs and expenses of the sale and such costs
          and
          expenses shall be deducted from the sale consideration payable to the Minority
          Shareholders.

         

        14.8     
          Sale
          of Assets

         

        If
          the
          Drag Along Notice refers to the sale of the Assets:

         

        (a)       
          the Minority Shareholders are bound by the decision on behalf of the Company
          to
          enter into the agreement, and the Majority Shareholders are empowered to
          sign
          the agreement on behalf of the Company; and

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        (b)       
          the Shareholders must, at the request of any Shareholder after the completion
          of
          the sale, pass a special resolution on short notice to wind up the Company
          to
          enable the distribution of the net proceeds of sale to the
          Shareholders. 

         

        14.9     
          Irrevocable
          

         

        A
          Drag
          Along Notice, once given, is irrevocable but both the notice and all obligations
          under the Notice will lapse if for any reason the Majority Shareholders
          do not
          transfer the Sale Shares, or sell the Assets, as the case may be, to the
          Third
          Party or as the Third Party directs.

         

        15.      
          RESTRAINT OF TRADE

         

        15.1     
          Restraint
          whilst a Shareholder

         

        Subject
          to clause 15.2 each Shareholder agrees for the benefit of the other Shareholders
          that while the Shareholder (or a person or body corporate related to that
          Shareholder) is a Shareholder, (except with the prior written consent of
          the
          other Shareholders) it shall not either directly or indirectly:

         

        (a)       
          carry on, engage in or be concerned in a business the same as or similar
          to the
          Business conducted within Australia and New Zealand, whether on its own
          account
          or as a consultant or other contractor to or a partner, agent, employee,
          shareholder or director of any other person;

         

        (b)       
          provide financial or other assistance, to any person carrying on, engaged
          in or
          concerned with such business within Australia and New Zealand.

         

        15.2     
          Exception

         

        Nothing
          in clause 15.1 or 15.3 will prevent a Shareholder from:

         

        (a)       
          holding up to 20% of the voting shares in any public company listed on
          the
          Australian Stock Exchange Limited; or

         

        (b)       
          continuing to conduct its existing business activities as conducted as
          at the
          Commencement Date.

         

        15.3     
          Restraint
          when ceasing to be a Shareholder

         

        Upon
          a
          Shareholder transferring all its Shares, except where all the Shareholders
          agree
          otherwise, the following restrictions shall apply for a period of two years
          from
          the date of the transfer of the Shares:

         

        (a)       
          that Shareholder shall not seek to solicit the services of, or offer employment
          to, any person employed by the Company;

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        (b)       
          that Shareholder shall not solicit or attempt to solicit business or custom
          from
          any person who is then, or was at any time during the previous two years,
          a
          client or customer of the Company or with whom the Company has had dealings
          during the previous two years or induce or try to induce any such person
          to
          withdraw custom from the Company.

         

        16.      
          TERMINATION

         

                   
          The carrying on of the Business by the Company and the relationship between
          the
          Shareholders as detailed in this Deed shall terminate only upon the mutual
          consent of the Shareholders
          IN WHICH CASE
          unless
          determined otherwise by a shareholder holding not less than fifty (50)
          per
          centum of the issued shares in the Company, the Company shall be
          wound-up.

         

        17.      
          SETTLEMENT OF DISPUTES AND DIFFERENCES

         

        17.1     
          Resolution

         

                   
          Any
          dispute or difference arising between any of the Shareholders or between
          the
          Company and any Shareholders either during or after the termination,
          abandonment, or breach of this Deed as to its construction or any matter
          or
          thing of whatsoever nature arising under this Deed or in connection with
          it
          shall be attempted to be resolved by mediation.

         

        17.2     
          Mediation

         

                   
          If
          anyone
          wishes to take any dispute or difference to mediation, it shall give to
          the
          others written notice of the dispute or difference, and at the expiration
          of
          (seven) 7 days from receipt of that notice, the parties shall meet to appoint
          a
          mediator and set the guidelines of the mediation.  If the parties cannot
          agree on the mediator, the mediator shall be appointed by the President
          for the
          time being of the Victorian Chapter of the Institute of Arbitrators and
          Mediators Australia ("IAMA")
          and
          the mediation shall be conducted in accordance with and subject to IAMA
          Rules.  The costs of the mediator shall be borne by parties to the
          mediation in equal shares and proportions.

         

        17.3     
          Continuing
          obligations

         

                   
          The
          obligations of the parties under this Deed shall not cease or be suspended
          by
          reason of commencement of any mediation, arbitration or litigation and
          each
          party agrees to continue to perform the terms of this Deed notwithstanding
          the
          existence of a dispute or difference.

         

        18.      
          ASSURANCES

         

        18.1  
            Give
          effect to Deed

         

                   
          Each
          party shall exercise all powers as are available, do all acts and things
          and
          sign, execute and deliver all documents and instruments necessary or reasonably
          required to give effect to this Deed.

         

        18.2  
            Warranty

         

        Each
          party warrants for the benefit of the others that it is empowered to enter
          this
          Deed and all instruments required or contemplated by this Deed and to give
          effect to each and every of its obligations undertaken or to be undertaken
          under
          this Deed or in or pursuant to those instruments.

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        19.      
          GENERAL

         

        19.1    
          Binding effect

         

                   
          The
          obligations, liabilities, rights and benefits of each party are binding
          on and
          enure to each and their respective legal personal representatives, successors
          in
          title, transferees and permitted assigns however
          those
          obligations, liabilities, rights and benefits cannot be sold, assigned,
          transferred or otherwise dealt with or disposed of by anyone other than
          in
          accordance with the terms and conditions of this Deed.

         

        19.2    
          Costs

         

                   
          Each
          Party shall pay its own fees and expenses incidental to the negotiation,
          preparation and execution of this Deed, including the fees and disbursements
          of
          its lawyers and accountants.

         

        19.3     
          Headings

         

                   
          The
          headings are not part of the agreement of the parties and are irrelevant
          to
          construction of this Deed. 

         

        19.4     
          Amendments 
          

         

        This
          Deed
          may not be amended, modified or supplemented except by a written instrument
          executed by Persons duly authorised on behalf of the Parties.

         

        19.5     
          Waiver 
          

         

        No
          waiver
          by any Party of any default in the strict and literal performance of or
          compliance with any provision, condition or requirement herein shall be
          deemed
          to be a waiver of strict and literal performance of and compliance with
          any
          other provision, condition or requirement herein nor to be a waiver of
          or in any
          manner release any Party from strict compliance with any provision, condition
          or
          requirement in the future nor shall any delay or omission of any Party
          to
          exercise any right hereunder in any manner impair the exercise of any such
          right
          accruing to it thereafter.

         

        19.6     
          Notices
           

         

        Any
          notice or demand required to be given under this Deed shall be sufficiently
          served if in writing and sent by prepaid postage, hand or facsimile, posted,
          delivered or sent as the case may be to the address appearing in Item
          1.

         

        A
          notice
          or communication is deemed served if sent by:

         

        (a)       
          prepaid postage - on the third day following the date of posting;

         

        (b)       
          facsimile transmission and sent during normal office hours on a Business
          Day.

         

        All
          other
          means of service allowed by law are permitted.

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

         

        19.7     
          Counterparts 
          

         

        This
          Deed
          may be executed in two or more counterparts, each of which shall be deemed
          an
          original, but all of which together shall constitute one and the same
          instrument.

         

        19.8    
          Severance

         

                   
          If
          any
          provision of this Deed or any part is held or declared to be a violation
          of
          public policy, illegal, unenforceable, void, voidable, or invalid at law
          or in
          equity, or to be in breach of an Act of Parliament, a rule, regulation,
          ordinance or by-law, that provision or part shall be severable and of no
          force
          or effect and be deemed omitted from this Deed without affecting the validity
          of
          the remaining provisions and parts which other provisions and parts shall
          remain
          in full force and effect.

         

        19.9     
          No
          assignment independent of sale of Shares

         

        If
          a
          Shareholder transfers all of its Shares it must also assign or transfer
          its
          interest in, or its rights or obligations under, this Deed to the transferee
          of
          the Shares.  A Shareholder has no right to assign or transfer its interest
          in, or its rights or obligations under, this Deed independently of the
          sale of
          its Shares.

         

        19.10   
          Deed
          prevails

         

                   
          If
          there
          is any inconsistency between this Deed and the Constitution, the terms
          of this
          Deed prevail and each party shall use all its powers and rights to amend
          the
          inconsistent document or documents to accord with the terms of this Deed
          and
          shall procure that the Board of the Company vote in favour of all resolutions
          required to facilitate the amendment.

         

        19.11   
          Governing
          law

         

                   
          This
          Deed
          shall be governed by and construed in accordance with the laws for the
          time
          being in force in Victoria and the parties irrevocably submit to the
          jurisdiction of the Courts of Victoria and Courts having appellate jurisdiction
          from the Courts of Victoria.

         

        20.      
          ADDITIONAL PROVISIONS

         

                   
          The Special Conditions shall be read and construed as if part of this
          Deed.   If there is any inconsistency between the Special Conditions
          and any other term of this Deed, the Special Conditions shall prevail to
          the
          extent of the inconsistency. 

         

        EXECUTED
          AS A DEED 

         

        SIGNED
          by
NATHAN
          JOHN STEWART                
          ) 

         

        In
          the
          presence of:  

         

         

          
            

          

        

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

        
          	
                  EXECUTED
                    by
                    FUTURE
                    NOW INC in
                    

                  accordance
                    with section 127(1) of the 

                  Corporations
                    Act: 

                	
                  )

                  )

                  ) 

                	 
	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                
	
                  
                    

                  

                  Director/Chief
                    Executive Officer 

                	
                   

                	
                  

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                
	
                  
                    

                  

                  Name
                    (please print)

                	
                   

                	
                  
                    

                  

                  Name
                    (please print)

                


        

         

        
          	
                  EXECUTED
                    for and on behalf of ALKEMI      
                    

                  INTERNATIONAL
                    PTY LTD by
                    persons 

                  authorised
                    to do so:

                	
                  )

                  )

                  )

                   

                	
                   

                   

                   

                   

                
	
                   

                	
                   

                	
                   

                
	
                  ____________________________________

                	
                   

                	
                  ____________________________________S

                
	
                  Signature
                    of authorised person

                	
                   

                	
                  Signature
                    of authorised person 

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                
	
                  
                    

                  

                  Name
                    & position of signatory (please print)

                	
                   

                	
                  
                    

                  

                  Name
                    & position of signatory (please
                    print)

                


        

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
          1 - DETAILS

         

        Item
          1:       Addresses:

        (clause
          19.6)

         

        NATHAN
          JOHN STEWART

        Address:          
          Level 1, 1 Queens Road, Melbourne Victoria 3004, Australia

        Facsimile:         
          (61 3) 8640 0541

        Attention:         
          Nathan Stewart

         

        FUTURE
          NOW INC

        Address:          
          2401 East 23rd
          Street,
          Brooklyn, New York
          USA           


        Facsimile:         
          

        Attention:         
          Jeffrey Eisenberg

         

        ALKEMI
          INTERNATIONAL PTY LTD

        Address:          
          Level 1, 1 Queens Road, Melbourne Victoria 3004, Australia 

        Facsimile:         
          (61 3) 8640 0541

        Attention:         
          Nathan Stewart

         

         

        Item
          2:            Principal

        (clause
          1.1)

         

        
          	
                   

                	
                  Name
                    of Person(s)

                	
                  Shareholder

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  Nathan
                    John Stewart

                	
                  Nathan
                    John Stewart

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  Jeffrey
                    Eisenberg

                	
                  FutureNow

                


        

                                               
          

        Item
          3:           Special
          Conditions

        (clause
          1.1)           


                               
          

        SC.1    
          The
          use of the ‘Alkemi International’ name

         

        If
          Nathan
          Stewart ceases to hold in aggregate at least 50% of all shares issued in
          the
          capital of the Company, the Company shall upon the earlier of:

         

        (a)       
          the date six months after such cessation; or

         

        (b)       
          the date on which a third party acquires Shares whether by allotment or
          by
          transfer;

         

        change
          its name to a name which does not include "Alkemi".

         

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
          2 - SHARE TRANSFER

         

        1.1       
          Procedure

         

                   
          Upon:

         

        (A)      
          a Transferring Shareholder issuing a Transfer Notice to the Company in
          accordance with clause 11.2, the Company shall notify the other Shareholders
          (the other Shareholders being referred to in this clause as the"Acquiring
          Shareholders")
          of
          that fact and the number of the Shares held by the Transferring Shareholder;
          or

         

        (B)      
          the Company becoming aware of the occurrence of an Event, the Company shall
          notify the Transferring Shareholder and the other Shareholders (the other
          Shareholders being referred to in this clause as the"Acquiring
          Shareholders")
          of
          that fact and the number of the Shares held by the Transferring Shareholder
          which notice shall constitute a Transfer Notice deemed given by the Transferring
          Shareholder on the day the Company gives the notice; or

         

                   
          and thereupon the Acquiring Shareholders shall have the option to acquire
          the
          Shares of the Transferring Shareholder ("Sale
          Shares")
          on the
          following terms and conditions:

         

        (a)       
          Company
          as agent 
          the Company shall be deemed appointed agent of the Transferring Shareholder
          for
          the purposes of the transfer of the Sale Shares and
          the
          Transferring Shareholder shall be deemed to have irrevocably appointed
          the
          Acquiring Shareholders jointly and severally to be its attorney to prepare,
          complete and execute all forms of transfer and removal and other documents
          required to properly effect its obligations pursuant these
          provisions.

         

        (b)       
          Option
          Period 
          each of the Acquiring Shareholders shall have an option to acquire the
          Sale
          Shares exercisable by delivery of an Option Notice to the Company (as agent
          for
          the Transferring Shareholder ) within 30 days of the Transfer Notice
          ("Option
          Period").

         

        (c)
                 Pro
          rata entitlement 
          unless otherwise agreed by the Acquiring Shareholders, where there is more
          than
          one who has delivered an Option Notice each shall only be permitted to
          exercise
          its option in respect of the Sale Shares in the ratio that its Shareholding,
          at
          the time of the delivery of the Transfer Notice, bears to the aggregate
          Shareholdings of all Acquiring Shareholders who have delivered an Option
          Notice.

         

        (d)
                 Obligation
          to acquire all  
          where there is only one Acquiring Shareholder who has delivered an Option
          Notice
          that Acquiring Shareholder shall be obliged to exercise its option in respect
          to
          all Sale Shares.

         

        (e)       
          Notification
          of purchasers
          within
          seven days of the conclusion of the Option Period, the Company shall notify
          in
          writing the Transferring Shareholder of those of the Acquiring Shareholders
          who
          have given the Company an Option Notice.

         

        (f)       
          Determination
          of purchase price 
          upon delivery of the notice referred to in clause 1.1(e) of this Schedule,
          the
          Transferring Shareholder and those of the Acquiring Shareholders who have
          delivered an Option Notice shall agree the purchase price to be paid for
          the
          Sale Shares and failing agreement within seven days, at a price which the
          Valuer
          certifies in writing to be in the Valuer’s opinion the fair value of the Sale
          Shares based on the fair value of the Company as a going concern.

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

         

        The
          Valuer must value the Company as an undivided whole and then calculate
          the value
          of the Sale Shares as that proportion of the value the Company which is
          the
          number of Sale Shares bears to the total number of issued Shares, and must
          not
          have regard to whether the Sale Shares to be valued constitute a controlling
          interest or a minority interest.

         

        The
          Valuer must determine a single value and not a range of values and must
          carry
          out the valuation with proper care and professional responsibility.

         

        The
          Valuer, in certifying the value of Sale Shares acts as an expert and not
          as an
          arbitrator and no arbitration legislation applies.

         

        The
          Company must arrange for the Valuer's certificate of the value of the Sale
          Shares to be obtained within 30 days after the Transfer Notice is deemed
          given
          and to be notified promptly to the Transferring Shareholder and the Acquiring
          Shareholders.

         

        The
          Valuer shall act as an expert and not as an arbitrator and the determination
          of
          the purchase price made pursuant to this clause shall be final and binding
          on
          the Transferring Shareholder and the Acquiring Shareholders who have given
          an
          Option Notice.  The fees of the Valuer shall be paid by the Transferring
          Shareholder and in default of payment shall be a debt due to the
          Company.

         

        (g)       
          Right
          to withdraw 
          each Acquiring Shareholder who has given an Option Notice may within seven
          days
          of receipt of the valuation from the Company withdraw its Option Notice
          by
          written notice given to the Company ("withdrawing
          purchaser"),
          in
          which case:

         

        (i)        
          the withdrawing purchaser shall have no obligation to proceed with its
          purchase;

         

        (ii)       
          the Company shall notify the Transferring Shareholder and the remaining
          purchasers of the withdrawal; 

         

        (iii)      
          each remaining purchaser may within seven days of receipt of notification
          from
          the Company of the withdrawal, withdraw its Option Notice by written notice
          given to the Company in which case that purchaser shall have no obligation
          to
          proceed with its purchase and
          upon the
          conclusion of the seven day period, each purchaser who has not withdrawn
          its
          Option Notice in the prescribed manner shall be deem to have accepted to
          purchase (in proportion to their respective holdings of the Shares) additional
          Shares equivalent to those that were to be purchased by the purchasers
          who
          withdrew their Option Notices at the valuation established in accordance
          with
          clause 1.1(f) of this Schedule.

         

        (h)       
          Notification
          of purchasers 
          within
          seven days of conclusion of time period specified in clause 1.1(g) of this
          Schedule, the Company shall notify the Transferring Shareholder of the
          purchasers of the Sale Shares in which case ("Purchaser
          Notice"),
          subject to clause 2 of this Schedule 2:

         

        (i)        
          within a further period of 21 days those of the Acquiring Shareholders
          bound to
          purchase the Sale Shares shall pay the purchase price to the Transferring
          Shareholder; and

         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

         

        (ii)       
          the Transferring Shareholder shall be bound upon payment of the purchase
          price
          determined in accordance with this Schedule to transfer the appropriate
          Sale
          Shares to the relevant purchaser.

         

        (i)        
          Failure
          to transfer 
          if
          the
          Transferring Shareholder fails to transfer any of the Sale Shares, the
          Company
          shall receive the purchase money, enter the name of the purchaser in the
          register of members, cancel and issue certificates and hold the purchase
          money
          for the Transferring Shareholder.  The receipt by the Company for the
          purchase money shall  be a good discharge to the purchaser and after entry
          in the register of members the validity of the registration of the transfer
          shall not be questioned by any person.

         

        1.2       
          Resignation

         

        Upon
          payment of the total purchase price for the whole of the Sale Shares, the
          Transferring Shareholder shall deliver to the Company resignations of the
          Directors representing it on the Board, and any employees holding office
          with
          the Company who are representatives of the Transferring
          Shareholder.

         

        1.3       
          Common
          law rights remain

         

        Where
          a
          Shareholder does not exercise its option to require the transfer of the
          Transferring Shareholder's Shares pursuant to the preceding sub-clauses,
          then
          nothing herein shall restrict the rights of that Shareholder to exercise
          its
          common law or statutory rights against the Transferring Shareholder in
          respect
          of any Event.

         

        1.4
                Further
          Assurances

         

        Each
          Shareholder shall do all acts, matters and things and execute documents
          in order
          to give effect to the right of a Acquiring Shareholder to acquire the Sale
          Shares.

         

        1.5      
          Option
          of Transferring Shareholder

         

        Where
          a
          Transfer Notice has been delivered to the Company pursuant to clause 1.1(A)
          of
          this Schedule and no Acquiring Shareholder delivers an Option Notice (in
          the
          time stipulated in clause 1.1(b) of this Schedule) or should the Sale Shares
          not
          be acquired by the other Shareholders, the Acquiring Shareholders shall
          be
          deemed to have collectively elected to terminate this Deed and resolved
          to
          windup the Company ("Deemed
          Event")
          in
          which case the Transferring Shareholder shall have the option to acquire
          the
          Acquiring Shareholders' Shares and the provisions of clauses 1.1 and 1.2
          of this
          Schedule shall apply mutatis mutandis to such option except that:

         

        (a)       
          the Transferring Shareholder shall be required to deliver the Option Notice
          within 14 days of date of the Deemed Event; and

         

        (b)       
          if the purchase price of the Sale Shares was originally determined by a
          Valuer
          pursuant to clause 1.1(f) of this Schedule, the value of the Acquiring
          Shareholders' Shares shall be determined by that same Valuer, if available
          to do
          so. 

         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

         

                   
          Should the Transferring Shareholder not exercise its option to acquire
          the
          Acquiring Shareholder's Shares, the Transferring Shareholder shall be entitled
          to transfer its Shares to any person approved by the Acquiring
          Shareholders.  If no transferee is approved by the Acquiring Shareholders
          within 60 days of delivery of the Transfer Notice the Shareholders shall
          be
          deemed to have unanimously resolved to terminate this Deed and windup the
          Company.

         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
          3

         

        DEED
          OF ACCESSION

         

        Date:

         

        PARTIES:

         

        #
          [INSERT
          NAMES AND ADDRESSES OF THE SHAREHOLDERS AS AT DATE OF DEED OF
          ACCSESSION]
          (the
          "Current
          Shareholders")

         

        #
          INSERT
          NAME AND ADDRESS OF COMPANY]

         

        [                                ]
          having its registered office at # 

         

        (the
          "Incoming
          Shareholder")]

         

         

        BACKGROUND

         

        A.       
          The Current Shareholders are parties to a Shareholders Deed dated # (the
          "Deed").

         

        B.        
          Under the Deed the Incoming Shareholder is required to execute this deed
          prior
          to its name being entered in the register of Shareholders.

         

         

        BY
          THIS DEED
          the
          parties agree as follows:

         

        1.        
          With effect from # (the "Effective
          Date")
          the
          Incoming Shareholder:

         

        (a)       
          becomes a party to the Deed as if it had been named as a party to the Deed
          and
          had executed it; and

         

        (b)       
          must observe and perform all of the obligations of a Shareholder contained
          in
          the Deed to be performed and observed by a Shareholder and will be bound
          by the
          terms of the Deed.

         

        2.        
          The Current Shareholders agree with the Incoming Shareholder that each
          of them
          will observe and perform their respective obligations under the Deed and
          will be
          bound by the terms of the Deed.

         

        EXECUTED
          AS A DEED
          by:

         

        


         

        SHAREHOLDERS
          DEED

         

        BETWEEN

         

        NATHAN
          JOHN STEWART

         

        FUTURE
          NOW INC

         

        AND

         

        ALKEMI
          INTERNATIONAL PTY LTD

         

         

        LARDNERS
          SOLICITORS

        55
          Mount Eliza Way

        MOUNT
          ELIZA VIC 3930

        AUSTRALIA

         

        DX
          93002 MOUNT ELIZA

        Tel:
          61 3 9787 4511

        Fax:
          61 3 9787 9799

        E-mail:
          info@lardnerwhite.com.au