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                             [JUPITERS LIMITED LOGO]

                                   EXHIBIT 1.1

                        CONSTITUTION OF JUPITERS LIMITED

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                                CORPORATIONS ACT

                            COMPANY LIMITED BY SHARES

                                  CONSTITUTION

                                       OF

                                JUPITERS LIMITED

1        INTERPRETATION

1.1      DEFINITIONS

         In this Constitution, unless the contrary intention appears:

         "APPROVAL SHARES" means shares the subject of the Foundation Agreement.

         "APPROVED HOLDER" means:

         (a)      a body registered under the Life Insurance Act 1995 (Cwlth) if
                  the body, in its last published audited financial statements,
                  held net assets of at least $100 million; or

         (b)      a regulated superannuation fund, an approved deposit fund, a
                  pooled superannuation trust, or a public sector superannuation
                  scheme within the meaning of the Superannuation Industry
                  (Supervision) Act 1993 (Cwlth) if the fund, trust or scheme,
                  in its last published audited financial statements, held net
                  assets of at least $100 million; or

         (c)      a managed investment scheme within the meaning of the
                  Corporations Act if the scheme, in its last published audited
                  financial statements, held net assets of at least $100
                  million; or

         (d)      a person who is a licensed dealer and a member organisation of
                  an Australian stock exchange within the meaning of the
                  Corporations Act acting as principal, if the licensed dealer,
                  in its last published audited financial statements, held net
                  assets of at least $100 million; or

         (e)      an authorised deposit-taking institution that carries on any
                  banking business in Australia within the meaning of the
                  Banking Act 1959 (Cwlth) and their wholly-owned subsidiaries;
                  or

         (f)      any building society regulated by the Australian Prudential
                  Regulation Authority and their wholly-owned subsidiaries.

         "ASX" means Australian Stock Exchange Limited.

         "BRISBANE CASINO AGREEMENT" means an agreement between the State of
         Queensland and the Company dated 6 May 1993.

         "BUY-BACK" means the time of completion of the selective buy-back by
         the Company of Approval Shares held by the Founders, as agreed between
         the Founders and the Company

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         in the Buy-Back Agreements dated on or about February 2002, effected by
         the cancellation of the shares bought back.

         "CASINO CONTROL ACT" means the Casino Control Act 1982.

         "COMPANY" means Jupiters Limited (ACN 010 741 045).

         "CONSTITUTION" means this constitution.

         "CORPORATIONS ACT" means the Corporations Act 2001 (Cwlth) and the
         Corporations Regulations made under it, as amended from time to time.

         "DIRECTOR" includes an alternate Director.

         "FOUNDATION AGREEMENT" means the agreement between the Company and the
         Founders dated 4 November 1991.

         "FOUNDER" means a member who immediately prior to the Buy-Back was
         registered as the holder of Approval Shares.

         "GOVERNOR-IN-COUNCIL" means the Governor-in-Council for the State of
         Queensland.

         "GRANDFATHERED HOLDING" means the lesser of:

         (a)      the voting power of a Grandfathered Shareholder held on the
                  date the Buy-Back is announced by the Company to ASX less any
                  shares bought back under the Buy-Back; and

         (b)      the voting power held by the Grandfathered Shareholder at any
                  time after the Buy-Back.

         "GRANDFATHERED SHAREHOLDER" means a person:

         (a)      whose voting power in the Company immediately after the
                  Buy-Back is in excess of 10% and immediately prior to the
                  Buy-Back was a party to the Foundation Agreement; or

         (b)      who, immediately prior to the Buy-Back held the Minister's
                  approval under CLAUSE 7.1(a) for their voting power in the
                  Company to exceed 5% and whose voting power in the Company
                  exceeds 10% solely as a result of the Buy-Back,

         provided that a person shall cease to be a Grandfathered Shareholder
         when their voting power in the Company ceases to exceed 10%.

         "JUPITERS CASINO AGREEMENT" means an agreement between the State of
         Queensland, Perpetual Trustees Queensland Limited, Jupiters Management
         Limited and the Company dated 21 April 1983.

         "LISTING RULES" means the listing rules of ASX and any other rules of
         ASX which are applicable to listed companies as amended or replaced
         from time to time, except to the extent of any express written waiver
         by ASX and, where the context permits, includes the SCH business rules.

         "MARKETABLE PARCEL" has the meaning given to it in the Listing Rules.

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         "MEMBER" means a person entered in the register as a member for the
         time being of the Company.

         "MINISTER" means the Treasurer or other Minister of the Crown for the
         time being charged with the administration of the Casino Control Act.
         The term includes any Minister of the Crown who is temporarily
         performing the duties of the Minister.

         "REGISTER" means the register of members kept pursuant to the
         Corporations Act and includes a branch register.

         "REPRESENTATIVE" means a representative appointed by a member pursuant
         to the Corporations Act.

         "SECRETARY" includes an acting secretary and a person appointed by the
         Directors to perform all or any of the duties of a secretary.

         "SHAREHOLDING RESTRICTIONS" means the restrictions on holding shares
         set out in CLAUSES 7.1 and 7.2 or either of them as the case requires.

         "UNMARKETABLE PARCEL" means a parcel of shares which is less than a
         Marketable Parcel calculated on the trading day prior to the date a
         notice is sent under CLAUSES 5.8(a)(i) or 5.9(b).

1.2      INTERPRETATION GENERALLY

         (a)      Section 46 of the Acts Interpretation Act 1901 (Cwlth) applies
                  in relation to this Constitution as if it was an instrument
                  made by an authority under a power conferred by the
                  Corporations Act as in force on the date on which this
                  Constitution became binding on the Company.

         (b)      An expression used in a particular Part or Division of the
                  Corporations Act that is given by that Part or Division, a
                  special meaning for the purposes of that Part or Division has,
                  in any provision of this Constitution that deals with a matter
                  dealt with by that Part or Division, the same meaning as in
                  that Part or Division, unless the contrary intention appears.

         (c)      An expression defined in the Listing Rules has the same
                  meaning in this Constitution.

         (d)      A reference to a provision of the Corporations Act includes:

                  (i)      a reference to that provision as amended; and

                  (ii)     a reference to a corresponding provision contained in
                           any substituted or re-enacted legislation superseding
                           or replacing, in whole or in part, the Corporations
                           Act subject however to the corresponding provision in
                           the substituted or re-enacted legislation being in
                           identical or substantially identical terms to the
                           provision in the Corporations Act.

         (e)      A reference to a body or entity (whether corporate or
                  unincorporate) includes, in the event that such body or entity
                  ceases to exist, or is reconstituted, renamed or replaced from
                  time to time, a reference to such other body or entity as the
                  Directors consider most nearly fulfils the objects of the
                  first mentioned body or entity.

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         (f)      Unless the contrary intention appears:

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

                  (ii)     words importing any gender include all genders;

                  (iii)    the term "person" or words importing persons include
                           bodies corporate;

                  (iv)     a reference to writing includes any mode of
                           representing or reproducing words in tangible and
                           permanently visible form, and includes facsimile
                           transmission and electronic mail; and

                  (v)      if a word or phrase is defined, cognate words and
                           phrases have corresponding definitions.

         (g)      Headings are for ease of reference only and do not affect the
                  construction of this Constitution.

         (h)      A reference to a statute or a document includes that statute
                  or document as amended from time to time.

         (i)      The rights, obligations and powers contained in this
                  Constitution are subject always to the Corporations Act and
                  the Listing Rules.

1.3      REPLACEABLE RULES DISPLACED

         The replaceable rules contained in the Corporations Act which would
         otherwise apply to the Company are displaced entirely by this
         Constitution.

2        SHARE CAPITAL

2.1      CONTROL AND DISPOSAL OF SHARES

         Subject to this Constitution and any special rights conferred on the
         holders of any shares or class of shares:

         (a)      all unissued shares and securities in the Company are under
                  the control of the Directors;

         (b)      the Directors may allot or otherwise dispose of them with such
                  preferred, deferred or other rights and subject to such
                  restrictions as to dividends, voting, return of capital,
                  payment of calls or otherwise to such persons and on such
                  terms and conditions as they think fit; and

         (c)      the Directors may grant to any person an option over shares
                  during such time and for such consideration as they think fit.

2.2      APPROVAL FOR SHARE ISSUES

         (a)      Except in the case of -

                  (i)      a pro-rata offer of shares to existing holders of
                           shares of a class which is already on issue by the
                           Company where notice of the pro-rata offer of shares
                           has been given to the Minister; or

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                  (ii)     an issue of voting shares pursuant to the terms of
                           any non-voting or convertible securities issued in
                           accordance with CLAUSE 2.2(b),

                  the Directors shall refrain from the issue of any voting
                  shares unless the Governor-in-Council has approved such issue
                  and such issue shall be on such terms and conditions as the
                  Governor-in-Council thinks fit.

         (b)      The Directors shall refrain from issuing any non-voting shares
                  or securities convertible into voting shares unless the
                  Minister has approved such issue and such issue shall be on
                  such terms and conditions as the Minister thinks fit.

2.3      CERTIFICATES

         (a)      Subject to CLAUSE 2.3(g), a member is entitled free of charge
                  to one certificate for the shares of one class registered in
                  the member's name or to several certificates each for a
                  reasonable number of shares forming part of the member's
                  holding.

         (b)      Securities shall be allotted and transferred and subject to
                  CLAUSE 2.3(g), share certificates relating thereto (including
                  replacement certificates issued pursuant to CLAUSES 2.3(c) and
                  2.3(d)) shall be issued and delivered in accordance with the
                  Corporations Act and the Listing Rules.

         (c)      Subject to CLAUSE 2.3(g), where a certificate is lost or
                  destroyed, upon application to the Company by the owner
                  thereof in accordance with the Corporations Act, the Directors
                  shall issue a replacement certificate in lieu thereof.

         (d)      Subject to CLAUSE 2.3(g), where a certificate is worn out or
                  defaced, upon its production to the Company the Directors may
                  order it to be cancelled and issue a duplicate certificate in
                  lieu thereof.

         (e)      A fee of such amount, not exceeding any fee prescribed by the
                  Corporations Act, as the Directors determine may be charged
                  for a replacement certificate.

         (f)      A certificate for shares registered in the names of 2 or more
                  persons may be delivered to any one or more of them.

         (g)      Notwithstanding any other provision in this Constitution, the
                  Company shall not be required to issue a share certificate
                  (whether upon the issue or transfer of the shares) and
                  furthermore may cancel such a certificate without issuing any
                  certificate in its place, in circumstances where the non-issue
                  of a certificate is permitted by the Corporations Act and the
                  Listing Rules.

         (h)      Where the Company has determined not to issue share
                  certificates or to cancel existing share certificates, a
                  member shall have the right to receive such statements of the
                  holdings of the member as are required to be distributed to a
                  member under the Corporations Act or the Listing Rules.

2.4      JOINT HOLDERS

         Where 2 or more persons are registered as the holders of a share they
         shall be deemed to hold it as joint tenants with rights of survivorship
         subject to the provisions of this Constitution as to joint
         shareholdings and the following provisions:

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         (a)      they and their respective legal personal representatives shall
                  be deemed to be liable severally as well as jointly in respect
                  of all payments which ought to be made in respect of the
                  share;

         (b)      subject to PARAGRAPH (a), on the death of any one of them the
                  survivor or survivors shall be the only person or persons whom
                  the Company shall recognise as having any title to the share,
                  but the Directors may require such evidence of death as they
                  think fit; and

         (c)      any one of them may give effectual receipts for any dividend
                  or other distribution.

2.5      RECOGNITION OF INTEREST

         (a)      Except as required by law, the Company shall not recognise a
                  person as holding a share upon any trust.

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

         (c)      In the case of the death of a member, the legal personal
                  representatives of the deceased, where the deceased is a sole
                  holder, shall be the only persons recognised by the Company as
                  having any title to the shares held by the deceased, and for
                  this purpose the Directors may require reasonable evidence of
                  death.

2.6      PREFERENCE SHARES

         (a)      Subject to this Constitution, the Directors may issue
                  preference shares including preference shares which are, or at
                  the option of the Company are, liable to be redeemed.

         (b)      Each preference share confers on the holder a right to receive
                  a preferential dividend at the rate and on the basis decided
                  by the Directors.

         (c)      The preferential dividend may be cumulative only if and to the
                  extent Directors decide.

         (d)      Each preference share confers on its holder:

                  (i)      the right, in priority to the payment of any dividend
                           on ordinary shares, to the preferential dividend; and

                  (ii)     the right on a winding up to payment of dividends
                           declared and any amount paid on the share in priority
                           to ordinary shares.

         (e)      In addition to the preferential dividend and rights on winding
                  up, each preference share may participate in the profits and
                  assets of the Company including on a winding up, if and to the
                  extent determined by the Directors.

         (f)      Without limiting the terms upon which a preference share may
                  be issued by the Directors, a preference share may, at the
                  discretion of the Directors:

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                  (i)      restrict or prohibit the right of a holder to
                           participate in share issues by the Company or any
                           capitalisation of profits;

                  (ii)     convert, or at the option of the Company or the
                           holder, be convertible into some other class of share
                           on terms determined by the Directors;

                  (iii)    rank in priority to preference shares already issued
                           or with different rights to preference shares already
                           issued;

                  (iv)     confer on its holder the right, on redemption, to the
                           payment of dividends or any amount paid on the share;
                           or

                  (v)      entitle the holder to voting rights in limited or
                           unlimited circumstances and may be non-voting shares,
                           provided that while the Company is listed on ASX it
                           shall comply with the ASX Listing Rules in relation
                           to voting rights.

3        CALLS ON SHARES

3.1      CALLS DETERMINED BY DIRECTORS

         The Directors may from time to time make such calls as they think fit
         upon the members in respect of all or any moneys unpaid on the shares
         held by them and not by the conditions of allotment thereof made
         payable at fixed times. A call shall be deemed to have been made when
         the resolution of the Directors authorising such call was passed and
         may be payable by instalments. A call may be revoked or postponed as
         the Directors may determine.

3.2      NOTICE OF CALL

         Notice of a call shall be sent to members upon whom a call is made in
         accordance with the Listing Rules.

3.3      INTEREST ON CALLS

         If a sum called in respect of a share is not paid before or on the day
         appointed for payment thereof, the person from whom the sum is due
         shall pay interest on the sum from the day appointed for payment
         thereof to the time of actual payment at such rate as shall be
         stipulated in the conditions of issue or in the absence of any such
         provision at such rate as the Directors may determine, but the
         Directors shall be at liberty to waive payment of such interest wholly
         or in part.

3.4      SUBSEQUENT CALLS/NON-RECEIPT OF NOTICE

         No subsequent call shall be made until after the expiration of 7 days
         from the day upon which the call made immediately previous to it is
         payable. The non-receipt of a notice of any call by or the accidental
         omission to give notice to any of the members shall not invalidate the
         call.

3.5      DEEMED CALL

         Any sum that, by the terms of issue of a share, becomes payable on
         allotment or at a fixed date shall for the purposes of this
         Constitution be deemed to be a call duly made and payable on the date
         on which by the terms of issue the sum becomes payable, and, in the

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         case of non-payment, all the relevant provisions of this Constitution
         as to payment of interest, expenses, forfeiture or otherwise apply as
         if the sum had become payable by virtue of a call duly made and
         notified.

3.6      DIFFERENCES IN CALLS AND TIMES OF PAYMENT

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

3.7      PAYMENT IN ADVANCE OF CALLS

         The Directors may if they think fit receive from any member willing to
         advance the same all or any part of the sum due upon the shares held by
         him beyond the sums actually called for; and upon the amounts so paid
         or satisfied in advance or so much thereof as from time to time exceeds
         the amount of the calls then made upon the shares in respect of which
         such advance has been made the Company may pay interest at such rate as
         the member paying such sum in advance and the Directors agree upon. And
         the Directors may at any time repay the amount so advanced upon giving
         to such member 3 months notice in writing. Any capital paid on shares
         in advance of calls shall not confer a right to participate in profits.

4        LIEN ON SHARES

4.1      COMPANY'S LIEN FOR CALLS

         The Company shall have a first and paramount lien and charge upon all
         the shares other than fully paid up shares registered in the name of
         each member (whether solely or jointly with others) for the allotment
         money, calls or instalments of calls payable to the Company in respect
         of such shares.

4.2      OTHER LIEN

         (a)      The Company shall also have a first and paramount lien and
                  charge:

                  (i)      upon all the shares (other than fully paid shares)
                           registered in the name of each member (whether solely
                           or jointly with others) in respect of all moneys
                           (with interest thereon as hereinafter mentioned)
                           which the Company is required by law to pay (and has
                           paid) in respect of the shares; and

                  (ii)     over particular shares registered in the name of a
                           member or deceased former member (whether solely or
                           jointly with others) where those shares were acquired
                           under an employee incentive scheme, for all amounts
                           owing to the Company for acquiring them.

         (b)      Any moneys owing to or paid by the Company in respect of the
                  shares may be recovered from members or their legal personal
                  representatives as a debt due to the Company.

4.3      LIEN OVER DIVIDENDS

         The Company's lien on a share shall extend to all dividends from time
         to time declared in respect of such share.

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4.4      ENFORCEMENT OF LIEN

         (a)      For the purpose of enforcing any such lien the Directors may
                  sell the shares subject to the lien in such manner as they
                  think fit without any consent by the holder of the shares or
                  any other person.

         (b)      Shares on which the Company has a lien cannot be sold unless
                  and until default is made in the payment, fulfilment or
                  discharge of such calls or other moneys owing in respect of
                  the shares and until notice in writing of the intention to
                  sell is served on the holder and the holder fails to pay such
                  calls or other moneys within 14 days after service of such
                  notice.

         (c)      The net proceeds of any such sale shall be applied in or
                  towards satisfaction of the moneys together with any interest
                  and expenses paid or payable in connection with the
                  enforcement of the lien and the sale of the shares.

         (d)      The balance (if any) shall be paid to the member or the
                  member's executors, administrators or assigns.

         (e)      Upon any sale of shares under this CLAUSE 4.4, the Directors
                  may authorise some person to transfer the shares sold to the
                  purchaser of the shares and may enter the purchaser's name in
                  the register as holder of the shares and the purchaser shall
                  not be bound to see to the regularity or validity or be
                  affected by any irregularity or invalidity of the proceedings
                  nor be bound to see to the application of the purchase money
                  and after the purchaser's name has been entered in the
                  register, the validity of the sale shall not be impeached by
                  any person and the remedy of any person aggrieved by the sale
                  shall be in damages only and against the Company exclusively.

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

4.5      INTEREST AND EXPENSES

         In each case referred to in CLAUSES 4.1 and 4.2, the Company's lien on
         a share shall extend to reasonable interest and reasonable expenses
         incurred by the Company because the relevant amount is not paid by the
         member or the member's legal personal representatives.

4.6      EXEMPTION

         The Directors may at any time exempt a share wholly or in part from the
         provisions of this CLAUSE 4.

5        FORFEITURE, SURRENDER AND COMPULSORY SALE OF SHARES

5.1      NOTICE IF CALL OR INSTALMENT UNPAID

         (a)      If any member fails to pay any call or instalment or any money
                  payable under the terms of allotment of a share on or before
                  the day appointed for payment thereof the Directors may at any
                  time while the same remains unpaid serve a notice on the
                  member requiring payment together with any interest that may
                  have accrued

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                  thereon and any expenses that may have been incurred by the
                  Company by reason of such non-payment.

         (b)      The notice shall name a further day (not being less than 14
                  days from the date of the notice) on or before which such call
                  instalment or other money and all interest and expenses that
                  have accrued by reason of such non-payment are to be paid and
                  the place where payment is to be made (the place so named
                  being either the registered office of the Company or some
                  other place at which calls of the Company are usually made
                  payable) and shall state that in the event of non-payment on
                  or before the day and at the place appointed the share in
                  respect of which such payment is due will be liable to be
                  forfeited.

5.2      FORFEITURE FOR NON-COMPLIANCE WITH NOTICE

         (a)      If the requirements of any such notice served under CLAUSE 5.1
                  are not complied with the share in respect of which such
                  notice has been given may at any time thereafter before
                  payment of all money due thereon with interest and expenses
                  shall have been made be forfeited by a resolution of the
                  Directors to that effect. Such forfeiture shall include
                  dividends declared in respect of the forfeited share and not
                  actually paid before the forfeiture.

         (b)      Any share so forfeited shall be held in trust by the Directors
                  on behalf of the Company and may be held, re-allotted, sold or
                  otherwise disposed of in such manner as the Directors think
                  fit and in case of re-allotment with or without any money paid
                  thereon by the former holder being credited as paid up. The
                  Directors may at any time before any share so forfeited shall
                  have been re-allotted, sold or otherwise disposed of annul the
                  forfeiture thereof upon such conditions as they may think fit.
                  In the event of any shares being forfeited and sold the net
                  proceeds of such sale shall be applied in or towards
                  satisfaction of the moneys due and owing in respect of such
                  shares and accrued interest and expenses paid or payable in
                  connection with such sale and the residue (if any) shall be
                  paid to the former holder or the former holder's executors,
                  administrators or assigns.

         (c)      Any member whose shares have been forfeited shall cease to be
                  a member in respect of the forfeited shares but shall
                  notwithstanding such forfeiture remain liable to pay to the
                  Company all calls or other money interest and expenses owing
                  in respect of such shares at the time of forfeiture together
                  with interest thereon from the time of forfeiture until
                  payment at the rate of 17% per annum or such lesser rate as
                  may be fixed by the Directors and the Directors may enforce
                  the payment thereof as they think fit.

5.3      DIRECTORS MAY ACCEPT SURRENDER OF SHARE

         The Directors may accept the surrender of any paid up share by way of
         compromise of any question as to the holder being properly registered
         in respect thereof. Any share so surrendered may be disposed of in the
         same manner as a forfeited share.

5.4      EVIDENCE OF OWNERSHIP AFTER DISPOSAL OF SHARES

         In the event of the re-allotment or sale of a forfeited or surrendered
         share a certificate in writing under the seal of the Company that the
         share has been duly forfeited surrendered or sold in accordance with
         the regulations of the Company shall be conclusive evidence of the
         facts stated as against all persons claiming the share and the
         Directors may cause the name

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         of the new allottee or purchaser to be entered in the register in
         respect of the share and the new allottee or purchaser shall not be
         bound to see to the regularity of the proceedings or to the application
         of the purchase money or consideration. Subject to CLAUSE 2.3(g), a
         certificate of title to the share shall be delivered to such new
         purchaser or allottee who shall be registered in respect of the share
         and deemed the holder of the share discharged from all calls or other
         money interest and expenses due prior to such purchase or allotment and
         the title to the share shall not be affected by any irregularity in the
         proceedings and the remedy of any person aggrieved by the re-allotment
         or sale shall be in damages only and against the Company exclusively.

5.5      OTHER FORFEITURE

         The provisions of this Constitution as to forfeiture apply in the case
         of non-payment of any sum that, by the terms of issue of a share
         becomes payable at a fixed time, as if that sum had been payable by
         virtue of a call duly made and notified, provided that notice of such
         forfeiture shall be given in accordance with CLAUSE 5.1.

5.6      CANCELLATION OF FORFEITED SHARES

         The Company may by ordinary resolution cancel any shares forfeited
         under this CLAUSE 5.

5.7      UNMARKETABLE PARCELS

         The Company may sell an Unmarketable Parcel in accordance either CLAUSE
         5.8 or CLAUSE 5.9.

5.8      SALE OF UNMARKETABLE PARCELS IN ACCORDANCE WITH LISTING RULE 15.13

         (a)      Under this CLAUSE 5.8, the Company may sell an Unmarketable
                  Parcel held by a member:

                  (i)      if it has notified the member in writing of the
                           Company's intention to do so;

                  (ii)     if it gives the member at least 42 days from the date
                           the notice is sent under PARAGRAPH (i) in which to
                           tell the Company that the member wishes to retain
                           their Unmarketable Parcel; and

                  (iii)    if it or the purchaser of the Unmarketable Parcel
                           pays for the costs of the sale.

         (b)      The Company may use the procedure under this CLAUSE 5.8 only
                  once in any 12 month period in relation to an Unmarketable
                  Parcel held by a member.

         (c)      If the Company receives written notice from the member at the
                  Company's registered office within the time period set by the
                  Company under CLAUSE 5.8(a)(ii) that the member wishes to
                  retain their Unmarketable Parcel, the Company will not sell
                  that member's Unmarketable Parcel.

         (d)      The Company's power of sale under this CLAUSE 5.8 will lapse
                  following the announcement of a takeover bid or a similar bid
                  under a foreign regime for the Company ("TAKEOVER") and, at
                  the option of the Company, may begin to have effect once more
                  after the close of offers made under the Takeover.

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         (e)      The proceeds of sale will not be sent to a member until the
                  Company has received any certificate relating to the
                  securities (or is satisfied that the certificate has been lost
                  or destroyed).

5.9      SALE OF UNMARKETABLE PARCELS IN ACCORDANCE WITH LISTING RULE 15.13A

         (a)      This CLAUSE 5.9 shall:

                  (i)      only apply to securities in a new holding created by
                           the transfer of a parcel of securities that was less
                           than a Marketable Parcel at the time a proper SCH
                           transfer was initiated or a paper based transfer was
                           lodged; and

                  (ii)     not apply to any securities transferred before 1
                           September 1999.

         (b)      The Company may sell an Unmarketable Parcel held by a member
                  under this CLAUSE 5.9 by giving written notice to the member
                  of the following:

                  (i)      the Unmarketable Parcel which the Company proposes to
                           sell;

                  (ii)     a statement that the Unmarketable Parcel will be sold
                           not less than 7 days after the date of the notice;

                  (iii)    a statement that the proceeds of the sale will be
                           sent to the member within 14 days after the date of
                           the sale; and

                  (iv)     a statement that from the date of the notice, the
                           right of the member to vote or to receive dividends
                           in relation to the Unmarketable Parcel shall be
                           suspended.

         (c)      From the date of the notice given under CLAUSE 5.9(b), all
                  rights of the member to vote or to receive dividends in
                  relation to the Unmarketable Parcel shall be suspended.

         (d)      The proceeds of the sale of the Unmarketable Parcel, less the
                  costs of the sale, must be sent to the member. If, because of
                  CLAUSE 5.9(c), the dividends on an Unmarketable Parcel cannot
                  be sent to a member in the ordinary course, the dividends will
                  be sent to the member with the proceeds of sale.

6        TRANSFER OF SHARES

6.1      TRANSFERS

         (a)      PARTICIPATION IN COMPUTERISED OR ELECTRONIC SYSTEMS

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

<PAGE>
                                       13

         (b)      FORM OF TRANSFERS

                  (i)      Subject to this Constitution, a member may transfer
                           all or any of the member's shares by:

                           (A)      any computerised or electronic system
                                    established or recognised by the Listing
                                    Rules or the Corporations Act for the
                                    purpose of facilitating dealings in shares
                                    or other securities, including a transfer
                                    that may be effected pursuant to the SCH
                                    business rules or other electronic transfer
                                    process; or

                           (B)      an instrument in writing in any usual or
                                    common form or in any other form that the
                                    Directors approve.

                  (ii)     The transferor remains the holder of the shares and
                           the member of the Company in respect of those shares
                           until the name of the transferee is entered in the
                           register, other than in the case of a proper SCH
                           transfer, in which case the provisions of the SCH
                           business rules apply.

                  (iii)    In the case of a proper SCH transfer, the Company
                           must comply with such obligations as may be imposed
                           on it by the Listing Rules and any applicable
                           legislation (including stamp duty legislation) in
                           connection with any transfer of shares.

         (c)      REGISTRATION PROCEDURE

                  Where a written instrument of transfer referred to in CLAUSE
                  6.1(b) is to be used by a member to transfer shares, the
                  following provisions apply:

                  (i)      The instrument of transfer must be executed by or on
                           behalf of both the transferor and the transferee
                           unless it is a sufficient transfer of marketable
                           securities within the meaning of the Corporations
                           Act.

                  (ii)     The instrument of transfer shall be stamped and left
                           at the share registry of the Company for registration
                           accompanied by the certificate for the shares to be
                           transferred (if any) and such other evidence as the
                           Directors may require to prove the title of the
                           transferor and the transferor's right to transfer the
                           shares.

                  (iii)    A fee shall not be charged on the registration of a
                           transfer of shares or other securities in registrable
                           form.

                  (iv)     On registration of a transfer of shares, the Company
                           must cancel the old certificate (if any).

         (d)      POWER TO REFUSE TO REGISTER

                  (i)      The Directors may refuse to register any transfer of
                           shares where:

                           (A)      the Listing Rules permit the Company to do
                                    so; or

                           (B)      the Listing Rules require the Company to do
                                    so.

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                                       14

                  (ii)     Subject to CLAUSE 6.1(e), the Directors shall refuse
                           to register a transfer of shares where the Company is
                           aware that the transfer will result in a breach of
                           the Shareholding Restrictions.

                  (iii)    Where the Directors refuse to register a transfer,
                           they shall send notice of the refusal and the precise
                           reasons therefor to the transferee and the lodging
                           broker (if any) in accordance with the Listing Rules.

         (e)      NON-INTERFERENCE WITH REGISTRATION

                  Notwithstanding any other provision contained in this
                  Constitution, the Company may not prevent, delay or interfere
                  with the registration of an SCH transfer or the registration
                  of a paper-based transfer of shares in the Company in
                  registrable form in a manner which is contrary to the
                  provisions of the Listing Rules or the Corporations Act.

         (f)      RESTRICTED SECURITIES

                  (i)      Restricted securities cannot be disposed of during
                           the escrow period for those securities, except as
                           permitted by the Listing Rules or ASX.

                  (ii)     Notwithstanding the provisions of this CLAUSE 6, the
                           Company must refuse to acknowledge a disposal
                           (including registering a transfer) of restricted
                           securities during the escrow period in relation to
                           those securities, except as permitted by the Listing
                           Rules or ASX.

6.2      APPROVAL REQUIRED FOR PROPORTIONAL TAKEOVER BID

         (a)      In this clause the following words shall have these meanings:

                  "ELIGIBLE SHAREHOLDERS" means those persons described in
                  CLAUSE 6.2(c).

                  "MEETING" means a meeting of the Eligible Shareholders
                  convened and conducted by the Company.

                  "OFFEROR" means the person making the offer pursuant to the
                  Takeover Bid.

                  "POSTAL BALLOT" means a postal ballot conducted by the Company
                  in accordance with CLAUSE 6.2(g).

                  "PRESCRIBED RESOLUTION" means a resolution to approve a
                  Takeover Bid in accordance with the provisions of this clause.

                  "RELEVANT DAY" means the day that is 14 days before the end of
                  the period during which the offers under the Takeover Bid
                  remain open.

                  "SHARES" means shares included in the class of shares the
                  subject of the Takeover Bid.

                  "TAKEOVER BID" means an off-market bid in accordance with
                  section 618(1)(b) of the Corporations Act.

                  A reference to "a person associated with" another person has
                  the meaning given to that expression by sections 10, 11, 12,
                  15 and 16 of the Corporations Act.

<PAGE>
                                       15

         (b)      Registration of a transfer giving effect to a contract
                  resulting from the acceptance of an offer made under the
                  Takeover Bid is prohibited, unless and until the Prescribed
                  Resolution is passed, notwithstanding any reservation of
                  shares made pursuant to the Listing Rules. The Directors shall
                  ensure that the Prescribed Resolution is voted on before the
                  Relevant Day.

         (c)      The persons entitled to vote on the Prescribed Resolution
                  shall be those persons (other than the Offeror or a person
                  associated with the Offeror) who, as at the end of the day on
                  which the first offer under the Takeover Bid was made, held
                  Shares. On a Prescribed Resolution, Eligible Shareholders
                  shall be entitled to one vote for each Share held.

         (d)      The Prescribed Resolution shall be voted on in either of the
                  following ways as determined by the Directors:

                  (i)      at a Meeting; or

                  (ii)     by means of a Postal Ballot.

         (e)      The Prescribed Resolution shall be taken to have been passed
                  if the proportion that the number of votes in favour of the
                  Prescribed Resolution bears to the total number of votes on
                  the Prescribed Resolution is greater than one-half.

         (f)      If the Directors determine that the Prescribed Resolution
                  shall be voted on at a Meeting, then the provisions of this
                  Constitution that apply to a general meeting of the Company
                  shall, with such modifications as the circumstances require,
                  apply to the Meeting.

         (g)      If the Directors determine that the Prescribed Resolution
                  shall be voted on by means of Postal Ballot:

                  (i)      The Directors shall despatch to the Eligible
                           Shareholders:

                           (A)      a notice proposing the Prescribed
                                    Resolution;

                           (B)      a ballot paper for the purpose of voting on
                                    the Prescribed Resolution;

                           (C)      a statement setting out details of the
                                    Takeover Bid; and

                           (D)      a memorandum explaining the postal ballot
                                    procedure which is to govern voting in
                                    respect of the Prescribed Resolution.

                  (ii)     A vote recorded on a ballot paper shall not be
                           counted, for the purposes of determining whether or
                           not the Prescribed Resolution is passed, unless the
                           ballot paper is:

                           (A)      correctly completed and signed under the
                                    hand of the Eligible Shareholder or of his
                                    attorney duly authorised in writing or if
                                    the Eligible Shareholder is a body corporate
                                    in a manner set out in sections 127(1) and
                                    (2) of the Corporations Act, or under the
                                    hand of its attorney so authorised; and

<PAGE>
                                       16

                           (B)      received at the registered office of the
                                    Company on or before the date specified for
                                    its return in the notice proposing the
                                    Prescribed Resolution such date to be not
                                    less than 17 days before the end of the
                                    period during which offers under the
                                    Takeover Bid remain open.

         (h)      Where a Prescribed Resolution is voted on before the Relevant
                  Day the Company shall, on or before the Relevant Day:

                  (i)      give to the Offeror; and

                  (ii)     serve on each notifiable securities exchange,

                  a notice in writing stating that the Prescribed Resolution has
                  been so voted on and that the resolution has been passed, or
                  has been rejected, as the case requires.

         (i)      Where, as at the end of the day prior to the Relevant Day, no
                  resolution to approve the Takeover Bid has been voted on, a
                  Prescribed Resolution shall be deemed to have been passed in
                  accordance with this clause.

         (j)      Where a Prescribed Resolution is voted on prior to the
                  Relevant Day and is rejected:

                  (i)      Notwithstanding section 652A of the Corporations Act,
                           all offers under the Takeover Bid that have not, as
                           at the end of the Relevant Day, been accepted or have
                           been accepted and from whose acceptance binding
                           contracts have not resulted, shall be deemed to be
                           withdrawn at the end of the Relevant Day;

                  (ii)     The Offeror shall, forthwith after the end of the
                           Relevant Day, return to each person who has accepted
                           any of the offers any documents that were sent by the
                           person to the Offeror with the acceptance of the
                           offer;

                  (iii)    The Offeror is entitled to rescind, and shall,
                           forthwith after the end of the Relevant Day, rescind,
                           each contract resulting from the acceptance of an
                           offer made under the Takeover Bid; and

                  (iv)     A person who has accepted an offer made under the
                           Takeover Bid is entitled to rescind the contract (if
                           any) resulting from that acceptance.

         (k)      This clause shall cease to have effect on the third
                  anniversary of the date of adoption of this clause unless it
                  is sooner omitted by amendment to this Constitution or renewed
                  in the manner provided by section 648G of the Corporations
                  Act.

6.3      DIVESTMENT OF SHARES

         (a)      If:

                  (i)      a notice in writing is issued to the Company by the
                           Minister pursuant to section 31(2) of the Casino
                           Control Act setting out as a ground giving rise to
                           its issue that a holder of shares in the Company is
                           not or has ceased to be at any time a suitable person
                           to be associated or connected

<PAGE>
                                       17

                           with the ownership administration or management of
                           the operations or business of the Company; or

                  (ii)     the Governor-in Council in pursuance of any Act of
                           the State of Queensland now or hereafter in force by
                           Order in Council published in the Queensland
                           Government Gazette requires a disposal of shares in
                           the Company by a shareholder,

                  then the Directors may issue a notice to that holder requiring
                  that holder to dispose of such shares within a period of 2
                  months of the date of the service of the notice provided that:

                  (iii)    upon the issue of such notice and subject to
                           PARAGRAPH (iv) hereof, any right to vote conferred by
                           this Constitution upon a holder of those shares shall
                           be suspended until the shares have been disposed of;
                           and

                  (iv)     if upon receipt of such a notice the holder of those
                           shares transfers the same to a trustee approved of by
                           the Minister to hold on behalf of that holder, the
                           said period of 2 months shall be extended to 3 years
                           and any rights to vote conferred by this Constitution
                           upon a holder of those shares may be exercised by
                           that trustee.

         (b)      If the requirements of any notice referred to in CLAUSE 6.3(a)
                  are not complied with by such holder within the time so
                  specified, the Directors may:

                  (i)      cause those shares to be sold on ASX at not less than
                           the ruling market price, or if they are not so
                           quoted, in such manner as in the opinion of the
                           Directors shall realise the highest price reasonably
                           obtainable;

                  (ii)     if the shares so sold are registered on a branch
                           register, cause such shares to be transmitted to the
                           principal Register without any request or consent;

                  (iii)    appoint a person to execute on behalf of such holder
                           the transfer of such shares and to receive and give a
                           good discharge for the purchase moneys; and

                  (iv)     register the transfer notwithstanding that the
                           certificate for such shares may not have been
                           delivered to the Company and, subject to CLAUSE
                           2.3(g), issue a new certificate to the transferee in
                           which event the previous certificate (if any) shall
                           be deemed to have been cancelled.

         The purchase money less the expenses of sale shall be paid to the
         holder of the shares so sold PROVIDED THAT the holder has delivered to
         the Company for cancellation the certificate (if any) in which such
         shares were comprised or has provided proof satisfactory to the
         Directors as to the loss or destruction of the said certificate.
         Failing such delivery or proof the Company may sue such person for the
         recovery of such certificate and the holder shall not, in any such
         action, deny or dispute the Company's ownership and right to possession
         of such certificate.

<PAGE>
                                       18

7        SHAREHOLDING RESTRICTIONS

7.1      VOTING POWER

         The Company shall:

         (a)      ensure that the voting power in the Company of any person
                  (other than the Grandfathered Shareholders) shall not exceed
                  5% at any time without the prior approval in writing of the
                  Minister;

         (b)      ensure that the voting power in the Company of any person
                  (other than the Grandfathered Shareholders) shall not exceed
                  10% at any time except in circumstances where:

                  (i)      their voting power in the Company is at least 90%;
                           and

                  (ii)     within 3 calendar months of acquiring the voting
                           power referred to in SUBPARAGRAPH (i):

                           (A)      their relevant interest in the Company's
                                    voting shares is 100%; and

                           (B)      they have a relevant interest in all the
                                    Company's securities convertible into voting
                                    shares; and

                  (iii)    they have the Governor-in-Council's approval, prior
                           to acquiring the interest referred to in SUBPARAGRAPH
                           (i), to:

                           (A)      have the voting power referred to in
                                    SUBPARAGRAPHS (i) and (ii); and

                           (B)      acquire the relevant interest referred to in
                                    SUBPARAGRAPH (ii); and

         (c)      ensure that the voting power in the Company of a Grandfathered
                  Shareholder does not exceed their Grandfathered Holding.

7.2      NON-VOTING SHARES

         The Company shall ensure that the total number of shares in any class
         of non-voting shares in which any person and their associates (other
         than an Approved Holder) shall have a relevant interest shall not
         exceed 5% of the total number of shares of that class on issue at any
         time without the prior approval in writing of the Minister.

7.3      DEEMED COMPLIANCE

         The Company shall have complied with its obligations under CLAUSES 7.1
         and 7.2 if it complies with CLAUSE 7.4.

7.4      DECLARATIONS AND NOTICES

         (a)      The Company may from time to time require the production of a
                  statutory declaration from any member setting forth the name
                  and address of any person who has a relevant interest in
                  shares in the Company held by the member and full

<PAGE>
                                       19

                  particulars of that relevant interest. The Company shall
                  require the statutory declaration to be produced if:

                  (i)      called upon to do so by the Minister; or

                  (ii)     the Company shall have reason to believe that a
                           breach of the Shareholding Restrictions may have
                           occurred.

         (b)      The Company shall not issue any shares (other than pursuant to
                  the exercise, conversion or paying up of a security) if in its
                  opinion such issue would have the effect of causing any breach
                  of the Shareholding Restrictions to occur.

         (c)      The Company shall issue a notice ("Disposal Notice") to a
                  member, if:

                  (i)      the member shall have failed to produce a statutory
                           declaration when required to do so pursuant to CLAUSE
                           7.4(a) and the Company considers it appropriate to
                           issue such a Disposal Notice; or

                  (ii)     a breach of the Shareholding Restrictions shall have
                           occurred in respect of the shares held by the member,

                  requiring the member to dispose of the number of shares held
                  by the member set out in the Disposal Notice within a period
                  of 2 months of the date of service of the Disposal Notice.

         (d)      If the requirements of any Disposal Notice are not complied
                  with, the Company may:

                  (i)      cause the number of shares specified in the Disposal
                           Notice or any lesser number thereof to be sold on ASX
                           at not less than the price that the last sale of
                           shares was effected, or if they are not so quoted, in
                           such manner as in the opinion of the Company shall
                           realise the highest price reasonably obtainable;

                  (ii)     if the shares so sold are registered on a branch
                           register, cause such shares to be transmitted to the
                           principal register without any request or consent of
                           the member;

                  (iii)    appoint a person to execute on behalf of the member
                           or the transferee, as applicable, the transfer of
                           such shares and to receive the purchase moneys;

                  (iv)     register the transfer notwithstanding that the
                           certificate of such shares may not have been
                           delivered to the Company and, subject to CLAUSE
                           2.3(g), issue a new certificate to the purchaser, in
                           which event the previous certificate shall be deemed
                           to have been cancelled; and

                  (v)      pay the purchase money less the expenses of the sale
                           to the member provided that the member has delivered
                           to the Company for cancellation the certificate (if
                           any) in which such shares of are comprised or has
                           provided proof satisfactory to the Company as to the
                           loss or destruction of the certificate. Failing such
                           delivery or proof the Company may sue the member for
                           the recovery of the certificate and the member shall
                           not,

<PAGE>
                                       20

                           in any action, deny or dispute the Company's
                           ownership and right to possession of such
                           certificate.

         (e)      A reference in CLAUSES 7.1 to 7.4 to:

                  (i)      a person's voting power shall have the same meaning
                           as a reference in section 610 (Voting Power in a body
                           corporate) of the Corporations Act to a person's
                           voting power;

                  (ii)     a relevant interest in shares shall have the meaning
                           given by section 608 (Relevant interests in
                           securities) and section 609 (Situations not giving
                           rise to relevant interests) of the Corporations Act;
                           and

                  (iii)    an associate shall have the same meaning as a
                           reference in Division 2 of Part 1.2 (Associates) of
                           the Corporations Act excluding section 13 (References
                           in Chapter 7) and section 14 (References in chapter
                           8) of the Corporations Act.

8        TRANSMISSION OF SHARES

8.1      TRANSMISSION

         A person becoming entitled to a share in consequence of the death or
         bankruptcy of a member or a vesting order may, upon producing such
         evidence that the person sustains the character in respect of which the
         person proposes to act under this clause or of the person's title as
         the Directors think sufficient, either be registered as the holder of
         the share or subject to the provisions of this Constitution as to
         transfers, transfer the share.

8.2      EVIDENCE OF AUTHORITY TO ACT FOR ESTATE ETC.

         A person lawfully administering the estate of a member under the
         provisions of a law relating to mental health or the administration of
         the estates of patients or infirm persons may, upon producing such
         evidence that the person sustains the character in respect of which the
         person proposes to act under this clause as the Directors think
         sufficient, subject to the provisions of this Constitution as to
         transfers, transfer the share registered in the name of that member.

8.3      EFFECT OF DEATH, BANKRUPTCY OR INFIRMITY

         Subject to the provisions of this Constitution, a person entitled to be
         registered as the holder of a share or to transfer the share to some
         other person under CLAUSES 8.1 or 8.2, shall be entitled to the same
         dividends and other advantages and to the same rights (whether in
         relation to meetings of the Company or to voting or otherwise) as the
         registered holder would have been entitled to if the events mentioned
         in CLAUSES 8.1 or 8.2 had not occurred.

9        MODIFICATION OF RIGHTS

         (a)      Where by reason of the issue of preference shares or otherwise
                  the capital is divided into different classes of shares all or
                  any of the rights attached to shares of a class (unless
                  otherwise provided by the terms of issue of the shares of that
                  class) may be modified, abrogated or altered in any way or
                  preference capital repaid with the approval of a special
                  resolution of the holders of the issued shares of that

<PAGE>
                                       21

                  class at a separate meeting of the holders of shares of that
                  class convened for the purpose.

         (b)      All the provisions of the Corporations Act and this
                  Constitution as to special resolutions and general meetings
                  shall be deemed to apply mutatis mutandis to every such
                  resolution and meeting.

         (c)      Where at such a meeting the necessary majority is not obtained
                  the written approval of the modification, abrogation,
                  alteration or repayment by the holders of at least 75% of the
                  issued shares of the class has, if obtained within 2 calendar
                  months from the date of the meeting, the same force and effect
                  as a resolution duly passed in accordance with this clause.

10       GENERAL MEETINGS

10.1     CONVENING AND NOTICE OF GENERAL MEETINGS

         (a)      Annual general meetings of the Company shall be held in
                  accordance with the Corporations Act.

         (b)      A general meeting shall be convened on such requisition as is
                  provided for in the Corporations Act.

         (c)      A Director may convene a general meeting of the Company or a
                  meeting of any class of members of the Company.

         (d)      Except in the case of a meeting convened upon a requisition of
                  members, the Directors may, by notice to the members, postpone
                  any meeting which has been convened by the Directors to a date
                  specified in such notice, or may cancel the holding of such a
                  meeting.

         (e)      The accidental omission to give notice of any general meeting
                  to or the non-receipt of any such notice by any person
                  entitled to be so notified, shall not invalidate the meeting
                  or any resolution passed at that meeting.

10.2     PROCEEDINGS AT GENERAL MEETINGS

         (a)      BUSINESS AND QUORUM

                  (i)      The business of an annual general meeting is to
                           receive and consider the profit and loss account, the
                           balance sheet and the reports of the Directors and
                           the auditor, to elect Directors in the place of those
                           retiring and to transact any other business which
                           under this Constitution or by law ought to be
                           transacted at an annual general meeting. All other
                           business transacted at an annual general meeting and
                           all business transacted at any other general meeting
                           shall be deemed special.

                  (ii)     Subject to CLAUSE 10.2(a)(iv), 3 members present in
                           person or by proxy, attorney or representative are a
                           quorum at a general meeting.

                  (iii)    An item of business shall not be transacted at a
                           general meeting unless a quorum is present at the
                           beginning of a meeting.

<PAGE>
                                       22

                  (iv)     Where within 15 minutes after the time appointed for
                           a meeting a quorum is not present, the meeting:

                           (A)      if convened upon requisition of members or
                                    by members is dissolved; and

                           (B)      in any other case stands adjourned to the
                                    same day in the next week at the same time
                                    and place or to such other day, time and
                                    place as the Directors appoint by notice to
                                    the members and others entitled to notice of
                                    the meeting.

                  (v)      At any such adjourned meeting 2 persons each being a
                           member, proxy, attorney or representative present at
                           the meeting are a quorum and if a quorum is not
                           present within 15 minutes after the time appointed
                           for the adjourned meeting, the meeting is dissolved.

         (b)      CHAIRMAN OF GENERAL MEETINGS

                  The Chairman of Directors is entitled to preside at general
                  meetings but where the Chairman is not present and able and
                  willing to act within 15 minutes after the time appointed for
                  a meeting or has signified that the Chairman will not be
                  present and able and willing to act the following may preside
                  (in order of entitlement): the Deputy Chairman, a Director
                  chosen by a majority of the Directors present, the only
                  Director present, a member, proxy, attorney or representative
                  chosen by a majority of the members, proxies, attorneys and
                  representatives present.

         (c)      DEMAND FOR A POLL

                  (i)      Every question submitted to a meeting shall be
                           decided by a show of hands unless, before the show of
                           hands or immediately after the declaration of the
                           result of the show of hands, a poll is demanded by:

                           (A)      the Chairman of the meeting;

                           (B)      not less than 5 members present in person or
                                    by proxy, attorney or representative and
                                    having the right to vote on the resolution;
                                    or

                           (C)      a member or members present in person or by
                                    proxy, attorney or representative
                                    representing not less than 5% of the total
                                    voting rights of all members having the
                                    right to vote on the resolution,

                           and the demand for the poll is not withdrawn.

                  (ii)     Unless a poll is so demanded and the demand is not
                           withdrawn a declaration by the Chairman of the
                           meeting that the resolution has been carried or
                           carried unanimously or without dissent or by a
                           particular majority or lost and an entry to that
                           effect in the minutes of the meeting shall be
                           conclusive evidence thereof and it shall not be
                           necessary to prove the number or proportion of votes
                           cast in favour of or against the resolution.

<PAGE>
                                       23

                  (iii)    Where a poll is duly demanded and the demand is not
                           withdrawn it shall be taken in such manner and at
                           such time and place and at once or after an interval
                           or adjournment or otherwise as the Chairman of the
                           meeting then or thereafter determines and the result
                           of the poll shall be deemed to be the resolution of
                           the meeting at which the poll was demanded.

                  (iv)     A poll shall not be demanded on the election of a
                           Chairman of a meeting or on the adjournment of a
                           meeting. A demand for a poll does not prevent the
                           continuance of the meeting for the transaction of any
                           business other than the question on which the poll
                           has been demanded.

         (d)      ADJOURNMENT OF MEETING

                  The Chairman of a meeting may with the consent of the meeting
                  adjourn the meeting from time to time and place to place but
                  the only business that may be transacted at an adjourned
                  meeting is the business left unfinished at the meeting from
                  which the adjournment took place. Where a meeting is adjourned
                  for more than 1 month notice of the adjournment shall be given
                  as in the case of an original meeting.

11       VOTES OF MEMBERS

11.1     VOTING AT GENERAL MEETING

         (a)      Subject to CLAUSE 5.9(c), the proviso in CLAUSE 6.3(a)(iii),
                  to CLAUSE 11.1(e) and to any rights or restrictions with
                  respect to voting rights that are attached to or affect any
                  class or classes of shares, on a show of hands each person
                  present as a member, proxy, attorney or representative has one
                  vote and on a poll each member present in person or by proxy,
                  attorney or representative has:

                  (i)      one vote for every fully paid share held; and

                  (ii)     in respect of each partly paid share held, a fraction
                           of a vote equivalent to the proportion which the
                           amount paid (not credited) is of the total amounts
                           paid and payable (excluding amounts credited).
                           Amounts paid in advance of a call shall be ignored
                           when calculating the proportion.

         (b)      Where there are joint holders of a share any one of them may
                  vote at a meeting in person or by proxy, attorney or
                  representative in respect of that share as if that joint
                  holder were solely entitled to the share but if more than one
                  is so present the member whose name stands first in the
                  register in respect of the share is alone entitled to vote in
                  respect thereof. Several legal personal representatives of a
                  deceased member in whose sole name a share stands shall for
                  the purpose of this clause be deemed joint holders of the
                  share.

         (c)      A person entitled under CLAUSE 8 to transfer a share may vote
                  at a meeting or adjourned meeting or on a poll in respect of
                  that share as if the registered holder of the share if:

                  (i)      the Directors have previously admitted the person's
                           right to vote at that meeting or adjourned meeting or
                           on that poll in respect of the share; or

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                                       24

                  (ii)     the Directors are satisfied of the person's right to
                           transfer the share at least 48 hours before the time
                           appointed for the meeting, adjourned meeting or poll
                           at or on which the person proposes to vote in respect
                           thereof.

         (d)      Objection shall not be raised to the right of a person to
                  attend or vote at a meeting or adjourned meeting or to vote on
                  a poll except at that meeting or adjourned meeting or when
                  that poll is taken and every vote not disallowed at the
                  meeting or adjourned meeting or when the poll is taken shall
                  be deemed valid. In the case of a dispute as to the admission
                  or rejection of a vote, the Chairman of the meeting shall
                  decide the same and that decision made in good faith shall be
                  final and conclusive.

         (e)      A member is not entitled to vote at a general meeting in
                  respect of particular shares held where:

                  (i)      calls due and payable on those shares have not been
                           paid; or

                  (ii)     the person became the holder of those shares after
                           the time determined under the Corporations Act as the
                           "specified time" for deciding who held shares for the
                           purposes of the general meeting.

         (f)      In the event of a breach of the Listing Rules in relation to
                  restricted securities or in the event of a breach of any
                  restriction agreement entered into by the Company pursuant to
                  the Listing Rules in relation to restricted securities, the
                  holder of the restricted securities shall not, in respect of
                  those restricted securities, be entitled to vote at a general
                  meeting and shall not become entitled to vote at a general
                  meeting until the breach has been remedied.

11.2     APPOINTMENT OF PROXY OR PROXIES

         (a)      A member entitled to attend and vote at a meeting of the
                  Company or of any class of members is entitled to appoint
                  another person (whether a member or not) as the member's proxy
                  to attend and vote instead of the member at the meeting and a
                  proxy has the same right as the member to speak at the
                  meeting. If the member is entitled to cast 2 or more votes at
                  the meeting, the person may appoint 2 proxies.

         (b)      Where a member appoints 2 proxies:

                  (i)      the appointment may specify the proportion or number
                           of votes each proxy may exercise. If the appointment
                           does not do so, each proxy may exercise half the
                           votes; and

                  (ii)     neither proxy is entitled to vote on a show of hands.

         (c)      An instrument appointing a proxy shall be in writing under the
                  hand of the appointor or the appointor's attorney duly
                  authorised in writing or if the appointor is a body corporate
                  under its common seal or the hand of a director or secretary
                  or its attorney so authorised and may be in respect of more
                  than one meeting.

         (d)      An instrument appointing a proxy shall be deemed to confer
                  authority to demand or join in demanding a poll.

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                                       25

         (e)      An instrument appointing a proxy shall be in any form
                  acceptable to the Directors generally or in a particular case.

         (f)      A member may by power of attorney duly executed in the
                  presence of at least one witness and (if necessary) duly
                  stamped appoint an attorney to act on the member's behalf at
                  all or any meetings of the Company or of any class of members.

         (g)      In order to be effective, an instrument appointing a proxy and
                  any power of attorney under which it is executed or a copy of
                  the power of attorney certified by statutory declaration or an
                  instrument appointing an attorney pursuant to CLAUSE 11.2(f),
                  in either case together with such evidence of due stamping and
                  execution and non-revocation of the power of attorney as the
                  Directors may require, or a certificate evidencing the
                  appointment of a representative must be deposited at or
                  forwarded by facsimile transmission to the registered office
                  of the Company or such other place, facsimile number or
                  electronic address as is specified in the notice of meeting
                  not less than 48 hours before the time appointed for the
                  meeting or adjourned meeting or poll which the appointee
                  proposes to attend or on which the appointee proposes to vote.

         (h)      A vote cast by a proxy, attorney or representative is valid
                  notwithstanding the previous revocation of the authority by
                  the death of the principal or otherwise and notwithstanding
                  the transfer of the shares in respect of which the vote is
                  cast unless an intimation in writing of the revocation or
                  transfer has been received at the registered office of the
                  Company or by the Chairman of the meeting before the vote is
                  cast.

12       DIRECTORS

12.1     APPOINTMENT

         (a)      The number of Directors shall not be less than 3 nor, until
                  otherwise determined by a general meeting, more than 10.

         (b)      Each Director shall be a natural person.

         (c)      The managing Director shall be appointed in accordance with
                  CLAUSE 12.8.

         (d)      The Directors shall be appointed in accordance with CLAUSES
                  12.1(g) and 12.5.

         (e)      A person other than a retiring Director is not eligible to be
                  elected as a Director at a general meeting unless a member
                  intending to propose the person has at least 30 business days
                  before the meeting left at the registered office of the
                  Company a notice in writing duly signed by the nominee,
                  consenting to the nomination and signifying the candidature
                  for the office or the intention of the member to propose the
                  person.

         (f)      Notice of each candidature shall at least 7 days prior to the
                  meeting at which the election is to take place be forwarded to
                  all members.

         (g)      Subject to CLAUSE 12.1(a), the Directors shall have power at
                  any time and from time to time to appoint any other person as
                  a Director either to fill a casual vacancy or as an addition
                  to the Board.

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                                       26

         (h)      A Director appointed by the Directors shall (unless in the
                  meantime the Director has been appointed a managing Director)
                  hold office only until the next following general meeting and
                  shall then be eligible for re-election.

         (i)      No person shall be appointed a Director without the prior
                  approval of the Minister.

12.2     REMUNERATION AND EXPENSES

         (a)      The Directors shall be paid a remuneration out of the funds of
                  the Company for their services as Directors. The remuneration
                  of the Directors shall be at such rate per annum expressed as
                  a fixed sum as the Company in general meeting determines from
                  time to time and the remuneration so determined shall continue
                  until altered by any subsequent general meeting where the
                  relevant particulars of the proposed increase have been given
                  to the members in the notice convening the meeting.

         (b)      The Directors' remuneration shall be divided among them in
                  such proportion and manner as determined by the Directors.

         (c)      The Directors' remuneration shall be by fixed sum and not a
                  commission on a percentage of profits or operating revenue and
                  shall be deemed to accrue from day to day.

         (d)      Where a Director being willing is called upon to perform extra
                  services or to make any special exertions in going or residing
                  abroad or otherwise for the Company, the Company may
                  remunerate the Director by payment of a fixed sum determined
                  by the Directors and that remuneration may be either in
                  addition to or in substitution for the Director's share in the
                  remuneration provided for in this Constitution.

         (e)      A Director shall in addition to the remuneration provided for
                  in this Constitution be reimbursed out of the funds of the
                  Company such reasonable travelling, accommodation and other
                  expenses as may be incurred when travelling to or from
                  meetings of the Directors or a committee or when otherwise
                  engaged on the business of the Company.

         (f)      Where a Director ceases to be a Director by reason of death
                  while still in office or resignation from such office or in
                  such other circumstances as the Directors in the particular
                  case determine to be within the provisions of this clause, the
                  Company may pay to or confer upon such Director or if the
                  Director is dead, the Director's widow, or children, or other
                  persons who in the opinion of the Directors are at the time of
                  the death financially dependent upon the Director, or such of
                  them and in such shares as the Directors shall determine such
                  pensions or allowances (if any) as the Directors may determine
                  having regard to the past services of the Director as such and
                  the power to pay or confer such pensions or allowances may be
                  exercised by the Directors PROVIDED THAT except in any of the
                  cases referred to in section 200G of the Corporations Act such
                  power shall be exercised only if particulars with respect
                  thereto have been disclosed to the members of the Company and
                  the proposal has been approved by the Company in general
                  meeting.

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                                       27

12.3     VACATION OF OFFICE AND CONFLICT OF INTEREST

         (a)      The office of a Director is automatically vacated if the
                  Director:

                  (i)      ceases to be a Director by virtue of a provision of,
                           or becomes prohibited from being a Director by reason
                           of an order made under, the Corporations Act;

                  (ii)     becomes bankrupt or an insolvent under administration
                           or makes an arrangement or composition with creditors
                           of the Director's joint or separate estate generally;

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

                  (iv)     resigns his office by notice in writing to the
                           Company or refuses to act;

                  (v)      is absent from the meetings of the Directors for a
                           continuous period of 6 calendar months without
                           special leave of absence from the Directors;

                  (vi)     is removed from office by a resolution passed at a
                           general meeting of the Company;

                  (vii)    the Governor-in-Council in pursuance of any Act of
                           the State of Queensland now or hereafter in force by
                           Order in Council published in the Queensland
                           Government Gazette requires the Director to resign
                           from office; or

                  (viii)   a notice in writing is issued to the Company by the
                           Minister pursuant to section 31(2) of the Casino
                           Control Act setting out as a ground giving rise to
                           its issue that the Director is not or has ceased to
                           be at any time a suitable person to be associated or
                           connected with the ownership, administration or
                           management of the operations or business of the
                           Company.

         (b)      A Director may, notwithstanding the Director's office as such
                  and the fiduciary relationship thereby established:

                  (i)      hold an office or place of profit (except that of
                           auditor) under the Company or under any body
                           corporate in which the Company is a member or
                           otherwise interested;

                  (ii)     enter into a contract or arrangement with the Company
                           as vendor, purchaser or otherwise and may participate
                           in any association, institution, fund, trust, scheme
                           or convenience for past or present employees or
                           Directors of the Company; and

                  (iii)    retain for the Director's own benefit any profit
                           arising from any such office, place of profit or
                           contract or arrangement and any pension, allowance or
                           other benefit received by reason of such
                           participation.

         (c)      A contract or arrangement entered into by or on behalf of the
                  Company is not void or voidable by reason only that a Director
                  is in any way directly or indirectly interested therein.

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                                       28

12.4     ROTATION OF DIRECTORS

         (a)      (i)      A Director other than a managing Director shall not
                           retain office for more than 3 calendar years or
                           beyond the third annual general meeting following the
                           Director's election (whichever is the longer period)
                           without being submitted for re-election.

                  (ii)     At the annual general meeting in each year one-third
                           of the Directors in office (other than any managing
                           Director) or if their number is not a multiple of 3,
                           the number nearest to but not less than one-third,
                           shall retire from office.

         (b)      A retiring Director may act until the conclusion of the
                  meeting at which the Director retires and is eligible for
                  re-election.

         (c)      The Directors to retire by rotation at each annual general
                  meeting are those who have been longest in office and the
                  length of time a Director has been in office shall be computed
                  from the Director's last election. As between Directors who
                  have been in office an equal length of time the Directors to
                  retire shall in default of agreement between them be
                  determined by drawing lots in any manner determined by the
                  Chairman of Directors or if not able and willing to act by the
                  Deputy Chairman.

         (d)      As between Directors who have been in office an equal length
                  of time the Directors to retire shall in default of agreement
                  between them be determined by drawing lots in any manner
                  determined by the Chairman of Directors or if he is not able
                  and willing to act by the Deputy Chairman.

         (e)      For the purpose of ascertaining the number and identity of the
                  Directors to retire by rotation, neither a Director appointed
                  by the Directors nor a Director whose office has become vacant
                  pursuant to section 201C of the Corporations Act shall be
                  taken into account.

         (f)      Where the Company in general meeting elects a Director
                  pursuant to CLAUSE 12.5 it may also determine in what order of
                  rotation the Director is to go out of office.

12.5     VACANCIES MAY BE FILLED UP

         The Company may at a meeting at which the Directors retire by rotation
         fill all or any of the vacant places by electing persons thereto and
         may fill up any other available vacancy.

12.6     POWERS OF DIRECTORS

         (a)      The management of the business of the Company is vested in the
                  Directors and they may exercise all such powers and do all
                  such acts and things as the Company is by this Constitution or
                  otherwise authorised to exercise and do.

         (b)      Without limiting the generality of CLAUSE 12.6(a), the
                  Directors may exercise all powers of the Company to borrow or
                  raise or secure the payment or repayment of any sum or sums of
                  money, to charge, mortgage or otherwise encumber any or all of
                  the undertakings, property, assets or business of the Company
                  (both present or future whatsoever and wheresoever situate) or
                  all or any of its uncalled capital and to issue notes, bonds,
                  debentures or any other securities whatsoever or give any

<PAGE>
                                       29

                  other security or guarantee for any debt, liability or
                  obligation of the Company or of any other person, in each case
                  in such manner and on such terms and conditions as the
                  Directors in their absolute discretion think fit.

         (c)      The Company shall not grant any mortgage, charge or other
                  encumbrance except in accordance with section 32 of the Casino
                  Control Act.

         (d)      Where a Director or other officer of the Company becomes
                  personally liable for the payment of a sum due from the
                  Company, the Directors may execute or cause to be executed any
                  mortgage, charge or other security over the whole or any part
                  of the Company's undertakings, property or assets (present or
                  future) including its uncalled capital, by way of indemnity to
                  secure the Director or officer against any loss in respect of
                  that liability.

12.7     PROCEEDINGS OF DIRECTORS

         (a)      REGULATION AND NOTICE OF MEETINGS

                  (i)      The Directors may meet together for the despatch of
                           business, adjourn and otherwise regulate their
                           meetings and proceedings as they think fit.

                  (ii)     Without limiting the generality of CLAUSE 12.7(a)(i),
                           a Directors' meeting may be called or held using any
                           technology consented to by all Directors. The consent
                           may be a standing one. A Director may only withdraw
                           consent within a reasonable period before the
                           meeting. The provisions of this Constitution relating
                           to proceedings of Directors shall apply so far as
                           they are capable of application (mutatis mutandis) to
                           such meetings.

                  (iii)    Until otherwise determined by the Directors, 3
                           Directors present in person or by proxy are a quorum.

                  (iv)     The continuing Directors may act notwithstanding a
                           vacancy in their number but, if and so long as their
                           number is reduced below the minimum fixed by CLAUSE
                           12.1(a), the continuing Directors may, except in an
                           emergency, act only for the purpose of filling
                           vacancies to the extent necessary to bring their
                           number up to that minimum or of summoning a general
                           meeting.

                  (v)      A Director may, and the Secretary upon the request of
                           a Director shall, convene a meeting of the Directors.

                  (vi)     If any of the Directors considers that a meeting of
                           the Directors is required upon short notice for
                           consideration of urgent business, notice of such
                           meeting and of the general nature of the business for
                           discussion thereat may be given by telephone to each
                           Director at the last telephone number within
                           Australia provided by each Director for the purposes
                           of this clause.

                  (vii)    A Director may attend and vote by proxy at a meeting
                           of the Directors if the proxy is a Director and has
                           been appointed by writing under the hand of the
                           appointor or by any form of visible communication
                           from the appointor. Such an appointment may be
                           general or for any particular meeting or meetings.

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                                       30

         (b)      CHAIRMAN AND DEPUTY CHAIRMAN

                  (i)      The Directors may elect a Chairman and Deputy
                           Chairman and determine the periods during which they
                           hold office respectively but unless otherwise
                           determined each of them holds office for 1 calendar
                           year and is eligible for re-election.

                  (ii)     The Chairman or Deputy Chairman may be removed by a
                           resolution of the Directors of which not less than 14
                           days' notice has been given to all the Directors.

                  (iii)    The Chairman of Directors is entitled to preside at
                           meetings of the Directors but where the Chairman is
                           not present and able and willing to act within 1 hour
                           after the time appointed for a meeting or has
                           signified that the Chairman will not be present and
                           able and willing to act the following may preside (in
                           order of entitlement): the Deputy Chairman, or a
                           Director chosen by a majority of the Directors
                           present.

         (c)      DECISION BY MAJORITY VOTES

                  Questions arising at a meeting of the Directors shall be
                  decided by a majority of votes and, except where only 2
                  Directors are present in person or by proxy and entitled to
                  vote on a question in the case of an equality of votes, the
                  Chairman of the meeting has a casting vote.

         (d)      DELEGATION TO COMMITTEES

                  (i)      The Directors may delegate any of their powers to
                           committees consisting of such Director or Directors
                           as they think fit and may revoke that delegation.

                  (ii)     A Committee shall in the exercise of the powers so
                           delegated conform to any regulations that may be
                           imposed by the Directors.

                  (iii)    Subject to CLAUSE 12.7(d)(ii), the meetings and
                           proceedings of a committee consisting of 2 or more
                           Directors shall be governed by the provisions of this
                           Constitution as to the meetings and proceedings of
                           the Directors so far as the same are applicable
                           thereto.

         (e)      RESOLUTION IN WRITING

                  A resolution in writing signed by all the Directors who are
                  for the time being in Australia or all the members of a
                  committee who are for the time being in Australia, in either
                  case not being less than a quorum is as valid and effectual as
                  if it had been passed at a meeting of the Directors or
                  committee duly called and constituted and may consist of
                  several documents in like form each signed by one or more of
                  the Directors or members. An electronically transmitted
                  facsimile received by the Company and apparently signed by one
                  or more Directors shall be deemed to be such a document signed
                  by such Director or Directors.

<PAGE>
                                       31

         (f)      DEFECT IN APPOINTMENT

                  All acts of the Directors, a committee or a person acting as a
                  Director or committee or member of a committee are valid
                  notwithstanding that it is afterwards discovered that there
                  was some defect in the appointment, election or qualification
                  of them or any of them or that they or any of them were
                  disqualified or had vacated office.

12.8     MANAGING DIRECTOR

         (a)      The Directors may appoint one of their number to be managing
                  Director of the Company either for a fixed term or without
                  limitation as to period of appointment but not for life and
                  remove the appointee and appoint another instead.

         (b)      A managing Director while continuing to hold that office is
                  not subject to retirement by rotation and shall not be taken
                  into account in determining the rotation or retirement of
                  Directors or the number of Directors to retire, but subject to
                  the provisions of any contract with the Company, is subject to
                  the same provisions as to resignation and removal as the other
                  Directors and automatically ceases to be a managing Director
                  upon ceasing to be a Director.

         (c)      The remuneration of an executive Director (including a
                  managing Director) may be determined by the Directors in such
                  manner as they think fit but shall not include a commission on
                  or percentage of operating revenue.

         (d)      The Directors may confer upon a managing Director for the time
                  being such of the powers conferred on the Directors by this
                  Constitution other than the power to make calls for such time,
                  to be exercised for such purposes, on such terms and
                  conditions and with such restrictions as they think fit and
                  all or any of those powers may be conferred collaterally with
                  but not to the exclusion of the powers of the Directors and
                  may be revoked withdrawn altered or varied by the Directors.

12.9     ALTERNATE DIRECTORS

         (a)      A Director may by writing , appoint a person approved by a
                  majority of the other Directors to act as an alternate
                  Director in place of the Director whether for a stated period
                  or periods or until the happening of a specified event or from
                  time to time.

         (b)      An alternate Director:

                  (i)      may be removed or suspended from office by writing
                           under the hand of the appointing Director;

                  (ii)     subject to this Constitution, is entitled to receive
                           notice of meetings of the Directors (if the
                           appointing Director has received a leave of absence
                           from the Directors) and to attend and vote thereat if
                           the appointing Director is not present and, where the
                           alternate Director is also a Director in the
                           alternate Director's own right or alternate Director
                           for another Director as well, to have a separate vote
                           on behalf of the appointing Director in addition to
                           the alternate Director's own or that other Director's
                           vote;

<PAGE>
                                       32

                  (iii)    may exercise all the powers except the power to
                           appoint an alternate Director and perform all the
                           duties of the appointing Director to the extent that
                           the latter has not exercised or performed them;

                  (iv)     automatically ceases to be an alternate Director if
                           the appointing Director ceases to be a Director;

                  (v)      whilst acting as a Director is responsible to the
                           Company for acts and defaults and the appointing
                           Director is not responsible for them;

                  (vi)     is not entitled to receive any remuneration from the
                           Company as a Director except for any special services
                           which in the opinion of the Directors are outside the
                           scope of the ordinary duties of a Director but shall
                           be entitled to be reimbursed by the Company for all
                           travelling and other expenses incurred in attending
                           meetings of the Company or otherwise on the Company's
                           business; and

                  (vii)    shall not be taken into account separately from the
                           appointing Director in determining the number of
                           Directors or the rotation of Directors.

         (c)      Where the Director by whom an alternate Director was appointed
                  retires by rotation but is re-elected by the meeting at which
                  the retirement takes effect, the appointment of the alternate
                  Director continues to operate after the re-election as if the
                  retirement had not occurred.

12.10    APPOINTMENT OF ATTORNEY

         (a)      The Directors may by revocable or irrevocable power of
                  attorney appoint a person to be the attorney of the Company
                  for such purposes and with such powers (not exceeding those
                  conferred on the Directors by this Constitution) and for such
                  period and subject to such conditions as the Directors think
                  fit.

         (b)      Any such appointment may be made in favour of the members or
                  any of the members of a local board or in favour of a body
                  corporate or of the members, directors, nominees or managers
                  of a body corporate or firm or in favour of a fluctuating body
                  of persons whether nominated directly or indirectly by the
                  Directors and any such power of attorney may contain such
                  provisions for the protection or convenience of persons
                  dealing with the attorney as the Directors think fit.

         (c)      Any such delegate or attorney may be authorised to
                  sub-delegate all or any of the powers for the time being
                  vested in the delegate or attorney.

13       SECRETARY

13.1     APPOINTMENT AND REMOVAL OF SECRETARY

         The Directors shall appoint (and may remove) at least one Secretary.

13.2     TERMS OF OFFICE

         The Secretary holds office on such terms and conditions as to
         remuneration or otherwise as the Directors determine.

<PAGE>
                                       33

14       AUTHENTICATION OF DOCUMENTS

14.1     SEAL

         (a)      The Company may have a common seal and may have a duplicate
                  common seal, which shall be a copy of the common seal with the
                  addition on its face of the words "Duplicate Seal", "Share
                  Seal" or "Certificate Seal".

         (b)      The Directors shall provide for the safe custody of all seals
                  in such manner as they think fit.

14.2     AUTHORITY FOR AFFIXING COMMON AND DUPLICATE SEALS

         (a)      Neither the common seal nor duplicate common seal shall be
                  affixed to a document except pursuant to the authority of the
                  Directors or a committee of the Directors authorised by the
                  Director in that behalf.

         (b)      Every document to which the common seal or duplicate common
                  seal is affixed shall be signed by a Director and
                  countersigned by the Secretary or a second Director or some
                  other person appointed generally or in a particular case by
                  the Directors for that purpose.

         (c)      The Directors may determine generally or in a particular case,
                  that the Company seal and the signatures of the Director,
                  Secretary or other person appointed by the Directors for the
                  purpose of signing documents to which the seal is affixed, may
                  be affixed or written on documents by a specified mechanical
                  means so as to produce a facsimile of such seal and
                  signatures.

14.3     CHEQUES AND NEGOTIABLE INSTRUMENTS

         Cheques, bills of exchange, promissory notices and negotiable
         instruments may be signed, accepted, drawn, made or endorsed for and on
         behalf of the Company by such persons (whether Directors or officers of
         the Company or not) as the Directors determine but not otherwise.

15       RESERVES

15.1     ESTABLISHMENT AND APPLICATION OF RESERVES

         The Directors may:

         (a)      before declaring a dividend set aside out of the profits of
                  the Company such sums as they think fit as reserves to meet
                  contingencies or for equalising dividends or for special
                  dividends or for repairing, improving or maintaining any of
                  the property of the Company or for such other purposes as they
                  think conducive to the interest of the Company;

         (b)      invest the several sums so set aside upon such investments as
                  they think fit and deal with and vary those investments and
                  dispose of all or any part thereof for the benefit of the
                  Company and divide the reserves into such special reserves as
                  they think fit and employ the reserves or any part thereof in
                  the business of the Company without being bound to keep the
                  same separate from the other assets; and

<PAGE>
                                       34

         (c)      without placing the same to reserve carry forward any profits
                  which they think it is prudent not to divide.

16       DIVIDENDS

16.1     DIVIDEND ENTITLEMENT

         Subject to the rights of persons (if any) entitled to shares with
         special rights as to dividend, all dividends shall be declared and paid
         according to the amounts paid (not credited as paid) on the shares in
         respect whereof the dividend is paid, but no amount paid or credited as
         paid on a share in advance of calls shall be treated for the purpose of
         this regulation as paid on the share. All dividends shall be
         apportioned and paid proportionately to the amounts paid (not credited
         as paid) on the shares during any portion or portions of the period in
         respect of which the dividend is paid; but if any share is issued on
         terms providing that it shall rank for dividend as from a particular
         date that share shall rank for dividend accordingly.

16.2     DECLARATION OF DIVIDENDS

         The Directors may authorise the payment by the Company to members of
         such dividends as appear to the Directors to be justified by the
         profits of the Company. The payment of such dividend shall not require
         the sanction of a general meeting.

16.3     INTERIM AND PREFERENTIAL DIVIDENDS

         The Directors may from time to time declare such interim dividends as
         in their judgment the position of the Company justifies. Each interim
         dividend so declared shall be payable on a date fixed by the Directors.
         The Directors may also pay any preferential dividends on shares issued
         upon the terms that the preferential dividends thereon shall be payable
         on fixed dates. The payment of any such preferential dividend or
         interim dividend shall not require the sanction of a general meeting.

16.4     PAYMENT OF DIVIDENDS

         (a)      A declaration by the Directors as to the amount of profits
                  available for dividends shall be conclusive evidence of the
                  amount so available.

         (b)      No dividend or other moneys payable on or in respect of a
                  share shall bear interest against the Company.

         (c)      A transfer of shares shall not pass the right to any dividend
                  declared thereon before registration of the transfer.

         (d)      The Directors may retain the dividends payable upon shares in
                  respect of which any person is under CLAUSE 8 entitled to
                  become a member or which any person under that clause is
                  entitled to transfer until such person shall become a member
                  in respect of such shares or shall duly transfer the same.

         (e)      Any one of the several persons who are registered as the joint
                  holders of any shares may give effectual receipts for all
                  dividends and payments on account of dividends, bonuses or
                  other moneys payable in respect of such shares but the
                  Directors may if they think fit require the receipt of all the
                  holders of such shares.

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                                       35

         (f)      PAYMENT BY POST

                  Unless otherwise directed any dividend may be paid by cheque
                  sent through the post to the registered address of the member
                  or person entitled or in the case of joint holders to the
                  registered address of that one whose name stands first on the
                  register in respect of the joint holding.

         (g)      RESTRICTED SECURITIES

                  In the event of a breach of the Listing Rules in relation to
                  restricted securities or in the event of a breach of any
                  restriction agreement entered into by the Company pursuant to
                  the Listing Rules in relation to restricted securities, the
                  holder of the restricted securities shall not, in respect of
                  those restricted securities, be entitled to receive any
                  dividend declared and paid or any distribution made subsequent
                  to the breach and shall not become entitled to receive
                  dividends paid or any distribution made thereon until the
                  breach has been remedied.

16.5     INSPECTION OF BOOKS OF THE COMPANY

         A member or other person (not being a Director) has no right to inspect
         any of the books of the Company except as conferred by statute or
         authorised by the Directors or by a resolution of the Company in
         general meeting and is not entitled to require or receive any
         information concerning the business, trading or customers of the
         Company or any trade secret or secret process of or used by the
         Company.

17       SERVICE OF DOCUMENTS

17.1     MODE OF SERVICE

         (a)      A share certificate, cheque, warrant, notice or other document
                  may be delivered or served by the Company either personally or
                  by sending it by ordinary post to a member at the member's
                  registered address in Australia or by sending it to any
                  facsimile number or electronic address given to the Company by
                  the member. In the case of joint holders, such documents may
                  be served on the joint holder whose name appears first in the
                  register or to a person and address specified in writing by
                  the joint holders. A notice is at the risk of the addressee as
                  soon as it is given or posted. Where an overseas shareholder
                  does not have a registered address in Australia, such
                  documents may be forwarded by mail, facsimile transmission or
                  electronic mail.

         (b)      A member whose registered address is not in Australia may
                  specify in writing an address in Australia to be deemed to be
                  the member's registered address within the meaning of this
                  clause.

17.2     DEEMED RECEIPT OF NOTICE

         (a)      A document sent by post or courier in accordance with this
                  CLAUSE 17 by the Company shall be deemed to have been received
                  or served on the day next following that on which it was
                  posted or dispatched and in proving delivery or service, it is
                  sufficient to prove that the envelope or wrapper containing
                  the document was properly addressed and stamped (if posted)
                  and was posted or dispatched.

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                                       36

         (b)      In the case of a facsimile transmission, service shall be
                  deemed effected at the time when transmission of the facsimile
                  is completed by the Company.

         (c)      In the case of an electronic mail transmission, service shall
                  be deemed effected on the day and at the time specified in a
                  delivery report, or if no delivery report is received, on the
                  next business day (but is not deemed to have been received if
                  a delivery report indicates a delivery failure).

17.3     PROOF OF SERVICE

         A certificate in writing signed by a Director, Secretary or other
         officer or agent of the Company that:

         (a)      a document or its envelope or wrapper was so addressed and
                  stamped (if posted) and was posted or dispatched; or

         (b)      a document was sent by facsimile transmission and that a
                  transmission report was produced by the machine from which it
                  was sent which indicated that the facsimile was sent in its
                  entirety; or

         (c)      a document was sent by electronic mail, and that a delivery
                  report was received indicating the document was delivered, or
                  that no delivery report was received indicating a delivery
                  failure,

         shall be prima facie evidence of those facts.

17.4     PREVIOUS NOTICE

         A person who by operation of law, transfer or other means becomes
         entitled to be registered as the holder of or to transfer a share is
         bound by every notice previously given in respect of that share.

17.5     NOTICE ON TRANSMISSION

         A document delivered to or served on a member shall, notwithstanding
         the death or bankruptcy of the member and whether or not the Company
         has notice thereof, be deemed to have been duly delivered or served in
         respect of all shares whether held solely or jointly with other persons
         by that member until another person is registered instead and be deemed
         sufficient delivery or service of the document to and on the member's
         legal personal representative, trustee or assignee and, if a joint
         holder, the other joint holders.

18       WINDING UP

18.1     WINDING UP

         If the Company shall be wound up and the assets available for
         distribution among the members as such shall be insufficient to repay
         the whole of the paid up capital, such assets shall be distributed so
         that as nearly as may be the losses shall be borne by the members in
         proportion to the capital paid up or which ought to have been paid up
         at the commencement of the winding up on the shares held by them
         respectively. And if on a winding up the assets available for
         distribution among the members shall be more than sufficient to repay
         the whole of the capital paid up at the commencement of the winding up,
         the excess shall be distributed among the members in proportion to the
         capital at the commencement of the winding up, paid up or which ought
         to have been paid up on the

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                                       37

         shares held by them respectively. But this clause is to be without
         prejudice to the rights of the holders of shares issued upon special
         terms and conditions.

18.2     POWERS OF LIQUIDATOR

         (a)      If the Company is wound up whether voluntarily or otherwise
                  the liquidator may with the sanction of a special resolution,
                  divide among the shareholders, in specie or kind, any part of
                  the assets of the Company and may with the like sanction vest
                  any part of the assets of the Company in a trustee upon such
                  trusts for the benefit of the shareholders or any of them as
                  the liquidator with the like sanction shall think fit.

         (b)      In case any shares to be so divided involve a liability to
                  calls or otherwise any person entitled under such division to
                  any of the shares may within 10 days after the passing of the
                  special resolution by notice in writing direct the liquidator
                  to sell the person's proportion and pay the person the net
                  proceeds and the liquidator shall, if practicable, act
                  accordingly.

         (c)      On a member's voluntary winding up, no commission or fee shall
                  be payable to a Director or Directors or the liquidator unless
                  the payment of such commission or fee shall have been ratified
                  by a general meeting of the Company and the amount of such
                  proposed payment shall have been specified in the notice
                  calling such meeting.

19       INDEMNITY

19.1     OFFICERS

         Directors, Secretaries and other officers of the Company shall be
         indemnified out of the assets of the Company against all costs, losses,
         liabilities and expenses incurred by them or for which they may become
         liable by reason of any act or thing done by them as such Director,
         Secretary, or other officer or in relation thereto or in discharge of
         their duties but excluding any cost, loss, liability or expense from or
         against which the Company is not permitted by the Corporations Act to
         exempt or indemnify them.

19.2     PROCEEDINGS

         Each Director, Secretary and other officer of the Company shall be
         indemnified out of the assets of the Company against all costs, losses,
         liabilities and expenses incurred by them or for which they may become
         liable in defending proceedings, whether civil or criminal in respect
         of any act or thing done by them as such Director, Secretary, or other
         officer but excluding any cost, loss, liability or expense from or
         against which the Company is not permitted by the Corporations Act to
         exempt or indemnify them.

20       AMENDMENT

         The Company shall not amend this Constitution without the prior
         approval in writing of the Minister.

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                                       38

21       COMPLIANCE

         The Company shall comply with its duties and obligations pursuant to
         the Casino Control Act, the Jupiters Casino Agreement Act 1983, the
         Jupiters Casino Agreement, the Brisbane Casino Agreement Act 1992 and
         the Brisbane Casino Agreement.