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                            [JUPITERS LIMITED LOGO]

                                  EXHIBIT 4.19

                    MERGER IMPLEMENTATION AGREEMENT BETWEEN
                 JUPITERS LIMITED AND TABCORP HOLDINGS LIMITED
                               DATED 12 JUNE 2003
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                                                                    EXHIBIT 4.19

                                                           Merger Implementation
                                                                       Agreement

                                                        TABCORP Holdings Limited

                                                                Jupiters Limited

                                                           Stock Exchange Centre
                                                              530 Collins Street
                                                            Melbourne  VIC  3000
                                                             Tel  61 3 9614 1011
                                                             Fax  61 3 9614 4661
                                                                  www.aar.com.au

                                        (C)Copyright Allens Arthur Robinson 2003

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

TABLE OF CONTENTS

<TABLE>
<S>                                                                    <C>
1.       DEFINITIONS AND INTERPRETATION                                  1
         1.1      Definitions                                            1
         1.2      Interpretation                                        16

2.       IMPLEMENTATION OF THE SCHEMES                                  17

3.       CONDITIONS                                                     17
         3.1      Conditions                                            17
         3.2      Nature of Conditions                                  19
         3.3      Benefit and waiver of Conditions                      19
         3.4      Best endeavours                                       20
         3.5      Pre-implementation steps                              20
         3.6      Notification of certain events                        20
         3.7      Termination                                           21
         3.8      Conditions of Regulatory Approvals                    21
         3.9      Expert determination                                  22

4.       ORDINARY SCHEME                                                22
         4.1      Ordinary Scheme                                       22
         4.2      Ordinary Scheme Consideration                         23
         4.3      Election mechanism                                    24
         4.4      Special Dividend                                      24
         4.5      Provision of Centrebet Business value                 25
         4.6      Status of TABCORP Shares                              25
         4.7      Conditions                                            25

5.       RPS SCHEME                                                     26
         5.1      RPS Scheme                                            26
         5.2      RPS Scheme Consideration                              26
         5.3      Conditions                                            26

6.       OPTION SCHEME                                                  26
         6.1      Option Scheme                                         26
         6.2      Option Scheme Consideration                           27
         6.3      Conditions                                            27

7.       STEPS FOR IMPLEMENTATION                                       27
         7.1      Jupiters' obligations                                 27
         7.2      TABCORP's obligations                                 33
         7.3      Appeal process                                        34
         7.4      Jupiters Board recommendation                         35
         7.5      Board changes                                         36
         7.6      Payment of final dividends                            36

8.       TREATMENT OF RPS                                               36
         8.1      Conversion notices                                    36
         8.2      Response to Trigger Event conversions                 36
         8.3      Response to special conversions                       38
</TABLE>

                                                                        Page (i)

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

<TABLE>
<S>                                                                    <C>
         8.4      Application and amendment of the RPS Terms            39
         8.5      Exercise of constitutional powers                     40
         8.6      Acknowledgement by TABCORP                            40

9.       TREATMENT OF JUPITERS OPTIONS                                  41
         9.1      Treatment after date of Agreement                     41
         9.2      Exercise of discretion in relation to Transaction     41
         9.3      Treatment before date of Agreement                    42

10.      CENTREBET BUSINESS                                             42
         10.1     Centrebet Sale Agreement                              42
         10.2     Consultation with TABCORP                             42
         10.3     Conduct of Centrebet Business by Jupiters             43
         10.4     Conduct of Centrebet Business by TABCORP              44
         10.5     Distribution of value of Centrebet Business           45

11.      REPRESENTATIONS AND WARRANTIES                                 46
         11.1     Jupiters' representations                             46
         11.2     TABCORP's representations                             48
         11.3     Timing of representations                             50
         11.4     Reliance by parties                                   50
         11.5     Survival of representations                           50

12.      INDEMNITIES                                                    51
         12.1     Jupiters' indemnity                                   51
         12.2     TABCORP's indemnity                                   51
         12.3     Survival of indemnities                               51

13.      CONFIDENTIALITY                                                52

14.      EXCLUSIVITY                                                    52
         14.1     Exclusivity                                           52
         14.2     Notification of approaches                            52
         14.3     Normal provision of information                       53
         14.4     Exceptions to exclusivity                             53

15.      PAYMENT OF LIQUIDATED AMOUNT                                   53
         15.1     Rationale                                             53
         15.2     Payment                                               54
         15.3     Compliance with law                                   56
         15.4     Demand and time for payment                           56
         15.5     Clause without prejudice                              56

16.      PUBLIC ANNOUNCEMENTS                                           56
         16.1     Public announcements                                  56
         16.2     Required disclosure                                   57
         16.3     Statements on termination                             57

17.      TERMINATION                                                    57
         17.1     Termination                                           57
         17.2     Notice of breach                                      58
         17.3     Effect of termination                                 58
</TABLE>

                                                                       Page (ii)

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

<TABLE>
<S>                                                                    <C>
18.      GST                                                            58
         18.1     Definitions                                           58
         18.2     GST to be added to amounts payable                    59
         18.3     Liability net of GST                                  59
         18.4     Cost exclusive of GST                                 59
         18.5     GST obligations to survive termination                59

19.      MISCELLANEOUS                                                  59
         19.1     Notices                                               59
         19.2     No waiver                                             60
         19.3     Remedies cumulative                                   60
         19.4     Entire agreement                                      60
         19.5     Amendment                                             60
         19.6     Assignment                                            61
         19.7     No merger                                             61
         19.8     Further assurances                                    61
         19.9     Costs and stamp duty                                  61
         19.10    Severability of provisions                            61
         19.11    Governing law and jurisdiction                        61
         19.12    Counterparts                                          61

SCHEDULE 1                                                              62
         Regulatory Approvals                                           62

SCHEDULE 2                                                              65
         Timetable                                                      65

SCHEDULE 3                                                              67
         Material Contracts                                             67

SCHEDULE 4                                                              70
         Information to be Provided by Jupiters                         70

SCHEDULE 5                                                              72
         Terms of Centrebet Sale                                        72

SCHEDULE 6                                                             115
         Distribution of Value of Centrebet Business                   115

SCHEDULE 7                                                             121
         Application and Amendment of RPS Terms                        121

SCHEDULE 8                                                             140
         Terms of Centrebet Note                                       140

ANNEXURE A
         Ordinary Scheme

ANNEXURE B
         RPS Scheme

ANNEXURE C
         Option Scheme
</TABLE>

                                                                      Page (iii)

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

<TABLE>
<S>                                                                    <C>
ANNEXURE D
         Deed Poll

ANNEXURE E
         Ongoing Centrebet Arrangements
</TABLE>

                                                                        Page(iv)

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

DATE              12 June 2003

PARTIES

         1.       TABCORP HOLDINGS LIMITED (ABN 66 063 780 709) of 5 Bowen
                  Crescent, Melbourne, Victoria (TABCORP); and

         2.       JUPITERS LIMITED (ABN 78 010 741 045) of 17 Victoria Avenue,
                  Broadbeach, Queensland (JUPITERS).

RECITALS

         A        TABCORP and Jupiters have agreed to combine by means of a
                  scheme of arrangement under Part 5.1 of the Corporations Act
                  involving Jupiters and its ordinary shareholders, pursuant to
                  which TABCORP Acquirer will acquire all of the ordinary shares
                  in Jupiters.

         B        TABCORP and Jupiters have also agreed that Jupiters will
                  propose two other schemes of arrangement under Part 5.1 of the
                  Corporations Act such that, respectively, TABCORP Acquirer
                  will acquire all of the reset preference shares in Jupiters,
                  and all of the executive options issued by Jupiters will be
                  cancelled.

         C        TABCORP and Jupiters have agreed in good faith to implement
                  the Schemes upon and subject to the terms and conditions of
                  this Agreement.

         D        TABCORP and Jupiters have agreed certain other matters in
                  connection with the Transaction as set out in this Agreement.

IT IS AGREED as follows.

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         The following definitions apply unless the context requires otherwise.

         1936 TAX ACT means the Income Tax Assessment Act 1936 (Cth).

         1997 TAX ACT means the Income Tax Assessment Act 1997 (Cth).

         ADVISERS means, in relation to an entity, its legal, financial and
         other expert advisers and agents.

         ANNOUNCEMENT DATE means 5 March 2003.

         ASIC means the Australian Securities and Investments Commission.

         ASX means Australian Stock Exchange Limited (ABN 98 008 624 691).

         ASX LISTING RULES means the official listing rules of ASX.

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         ASX WAIVER means a waiver of any requirement under ASX Listing Rule
         6.23 to obtain the approval of Jupiters Shareholders for the
         cancellation of the Jupiters Options pursuant to the Option Scheme.

         ATO means the Australian Taxation Office.

         BREAKWATER CASINO AGREEMENT means the agreement dated 27 November 1984
         between the State of Queensland and the responsible entity of the
         Breakwater Island Trust made pursuant to the Breakwater Island Casino
         Agreement Act 1984 (Qld).

         BREAKWATER ISLAND TRUST means the Breakwater Island Trust (ARSN 092 774
         260).

         BRISBANE CASINO AGREEMENT means the agreement dated 6 May 1993 between
         Jupiters and the State of Queensland relating to the development and
         operation of a hotel and casino complex at Brisbane, Queensland.

         BUSINESS DAY has the meaning given in the ASX Listing Rules.

         CASH CONSIDERATION has the meaning given in clause 4.2(a)(i).

         CASH CONSIDERATION CAP means:

         (a)      if the Tax Ruling Event occurs, $2.85 multiplied by the number
                  of Scheme Shares on issue at the Record Date for the Ordinary
                  Scheme; and

         (b)      if the Tax Ruling Event does not occur, $3.60 multiplied by
                  the number of Scheme Shares on issue at the Record Date for
                  the Ordinary Scheme.

         CASINO MANAGEMENT AGREEMENTS means:

         (a)      the agreement dated 18 May 1993 between Jupiters and BI Gaming
                  Corporation in relation to the management of the hotel and
                  casino complex known as Conrad Treasury; and

         (b)      the agreement dated 16 May 1998 between Jupiters, BI Gaming
                  Corporation and Jupiters Custodian Pty Ltd (ACN 067 888 680)
                  in relation to the management of the hotel and casino complex
                  known as Conrad Jupiters.

         CENTREBET means Centrebet Pty Limited (ABN 76 082 760 610).

         CENTREBET (UK) means Jupiters UK Limited (Company Number 04279246) and
         Centrebet Limited (Company Number 04516804).

         CENTREBET ASSETS means the assets listed in Part B of schedule 5 or as
         otherwise agreed in writing by the parties.

         CENTREBET BUSINESS means the internet and telephone gambling business
         conducted, or proposed to be conducted (to the extent of the
         introduction of a rapid-draw numbers game and mobile telephone betting
         platforms), by Centrebet and Jupiters UK Limited as at the date of this
         Agreement using the Centrebet Assets.

         CENTREBET CLASS RULING means a public ruling under Part IVAAA of the
         Taxation Administration Act 1953 (Cth) that:

         (a)      the Centrebet Dividend is a dividend pursuant to section 6(1)
                  of the 1936 Tax Act;

         (b)      the Commissioner of Taxation will not make a determination
                  pursuant to section 177EA(5)(b) of the 1936 Tax Act in respect
                  of the Centrebet Dividend or any part of it;

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (c)      the Commissioner of Taxation will not make a determination
                  pursuant to section 204-30(3)(c) of the 1997 Tax Act in
                  respect of the Centrebet Dividend or any part of it; and

         (d)      section 177E of the 1936 Tax Act does not apply in respect of
                  the Centrebet Dividend or any part of it.

         CENTREBET DIVIDEND means the dividend referred to in paragraph 1.1 of
         schedule 6.

         CENTREBET EMPLOYEES means the employees listed in section 1 of Part D
         of schedule 5 and any other persons employed after the date of this
         Agreement by Jupiters or any of its Related Entities principally in
         connection with the Centrebet Business.

         CENTREBET LIABILITIES means the liabilities listed in Part C of
         schedule 5 or as otherwise agreed in writing by the parties.

         CENTREBET NOTE has the meaning given in paragraph 2.1 of schedule 6.

         CENTREBET PRIVATE RULING means a private ruling under Part IVAA of the
         Taxation Administration Act 1953 (Cth) that:

         (a)      the Centrebet Dividend is a dividend pursuant to section 6(1)
                  of the 1936 Tax Act;

         (b)      the Commissioner of Taxation will not make a determination
                  pursuant to section 177EA(5)(a) of the 1936 Tax Act in respect
                  of the Centrebet Dividend or any part of it; and

         (c)      the Commissioner of Taxation will not make a determination
                  pursuant to section 204-30(3)(a) or section 204-30(3)(b) of
                  the 1997 Tax Act in respect of the Centrebet Dividend or any
                  part of it.

         CENTREBET SALE means the sale of the Centrebet Assets (or substantially
         all of the Centrebet Assets) and the Centrebet Liabilities (or, in the
         case contemplated by clause 10.4(c), of Centrebet and Centrebet (UK)
         and any other Centrebet Assets owned by Jupiters) to a person other
         than Jupiters or any of its Related Entities.

         CENTREBET SALE AGREEMENT means a definitive and legally binding
         agreement, whether conditional or unconditional, for the Centrebet
         Sale, on terms no less favourable to Jupiters and its Related Entities
         than those set out in schedule 5, except as otherwise agreed in writing
         by TABCORP, but otherwise on terms acceptable to Jupiters.

         CENTREBET SALE COMPLETION means the first time at which both of the
         following are satisfied:

         (a)      completion under a Centrebet Sale Agreement has occurred; and

         (b)      the purchase price payable by the purchaser under that
                  Centrebet Sale Agreement has been received by Jupiters and its
                  relevant Related Entities, and any adjustments to that
                  purchase price have been made, and any disputes in relation to
                  any such adjustments have been finally determined, in
                  accordance with that Centrebet Sale Agreement,

         and the Centrebet Sale will COMPLETE when those two events have
         occurred.

         CENTREBET TAX RULING EVENT means the Commissioner of Taxation making
         each of the Centrebet Class Ruling and the Centrebet Private Ruling
         (having first been provided with a copy of this Agreement).

         CENTREBET WARRANTIES means the warranties listed in Part E of schedule
         5.

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         CHANGE IN LAW means the introduction into the Parliament of the
         Commonwealth of Australia or of any State or Territory of Australia of
         any law, or the making of any new regulation under any law, or the
         adoption by any Regulatory Authority of any policy, or the announcement
         by or on behalf of any Government of the Commonwealth of Australia or
         of any State or Territory of Australia or any Regulatory Authority that
         such a law or regulation will be introduced or such a policy adopted
         (as the case may be).

         CLASS RULING means a public ruling under Part IVAAA of the Taxation
         Administration Act 1953 (Cth) that:

         (a)      the Special Dividend is a dividend pursuant to section 6(1) of
                  the 1936 Tax Act;

         (b)      the Commissioner of Taxation will not make a determination
                  pursuant to section 177EA(5)(b) of the 1936 Tax Act in respect
                  of the Special Dividend or any part of it;

         (c)      the Commissioner of Taxation will not make a determination
                  pursuant to section 204-30(3)(c) of the 1997 Tax Act in
                  respect of the Special Dividend or any part of it; and

         (d)      section 177E of the 1936 Tax Act does not apply in respect of
                  the Special Dividend or any part of it.

         CONDITIONS means the conditions set out in clause 3.1.

         CONFIDENTIALITY & STANDSTILL AGREEMENT means the agreement dated on or
         about 28 January 2003 between TABCORP and Jupiters.

         CORPORATIONS ACT means the Corporations Act 2001 (Cth).

         COURT means the Supreme Court of Queensland or any other court of
         competent jurisdiction under the Corporations Act agreed in writing by
         Jupiters and TABCORP.

         DEED POLL means the deed poll referred to in clause 7.2(g).

         DISCLOSURE STATEMENT means a document entitled 'Disclosure Statement'
         provided for the purposes of this Agreement by Jupiters to TABCORP, and
         initialled by the parties for the purpose of identification, prior to
         the execution of this Agreement.

         DIVIDEND REINVESTMENT PLAN means the Jupiters dividend reinvestment
         plan approved by Jupiters Shareholders on 26 November 2002.

         DIVIDEND RESOLUTION means a resolution of the Jupiters Board to
         approve, in accordance with this Agreement, the declaration and payment
         by Jupiters of the Special Dividend.

         EFFECTIVE means, when used in relation to a Scheme, the coming into
         effect, pursuant to section 411(10) of the Corporations Act, of the
         order of the Court made for the purposes of section 411(4)(b) in
         relation to the Scheme.

         EFFECTIVE DATE means, in relation to a Scheme, the date on which the
         order of the Court made for the purposes of section 411(4)(b) of the
         Corporations Act in relation to the Scheme comes into effect pursuant
         to section 411(10) of the Corporations Act.

         EXCLUDED RPS means an RPS held by any person on behalf of or for the
         benefit of TABCORP or any of its Related Entities, and any other RPS
         agreed in writing by TABCORP and Jupiters.

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         EXCLUDED SHARE means a Jupiters Share held by any person on behalf of
         or for the benefit of TABCORP or any of its Related Entities.

         EXCLUSIVITY PERIOD means the period from and including the date of this
         Agreement to and including the date this Agreement is terminated in
         accordance with its terms.

         EXPERT means PricewaterhouseCoopers Securities Ltd, acting through a
         Sydney or Melbourne-based partner of PricewaterhouseCoopers, or such
         other person as Jupiters and TABCORP agree will be responsible for
         determinations in accordance with clause 3.9.

         IMPLEMENTATION DATE means, in relation to a Scheme, the third Business
         Day after the Record Date for that Scheme.

         INDEPENDENT EXPERT means PricewaterhouseCoopers Securities Ltd or such
         other person as Jupiters and TABCORP agree will be responsible for
         preparing the independent expert's report for inclusion in the Scheme
         Booklet and any valuation required by clause 6.9 of the RPS Terms or by
         the US Note Deed.

         INELIGIBLE OVERSEAS SHAREHOLDER means:

         (a)      a Scheme Shareholder whose address as shown in the Jupiters
                  Share Register at the Record Date for the Ordinary Scheme is
                  in a jurisdiction other than Australia or its external
                  territories, Hong Kong or the United Kingdom; and

         (b)      a Scheme Shareholder to the extent that they hold Scheme
                  Shares on behalf of any person resident in the United States
                  of America,

         except where TABCORP is reasonably satisfied that the issue of TABCORP
         Shares to the Scheme Shareholder is not prohibited, not unduly onerous
         and not unduly impracticable in that jurisdiction.

         JUPITERS ANNUAL PLAN means the Jupiters Annual Plan for the year ending
         30 June 2003, as fully and fairly disclosed in the Disclosure Statement
         (but, for the avoidance of doubt, does not include that document as
         subsequently amended or varied by the Jupiters Board after disclosure
         in the Disclosure Statement).

         JUPITERS BOARD means the board of directors of Jupiters.

         JUPITERS CASINO AGREEMENT means the agreement dated 21 April 1983
         between Jupiters, Jupiters Custodian Pty Ltd (ABN 64 067 888 680) and
         the State of Queensland relating to the establishment and operation of
         a hotel and casino complex at Broadbeach, Queensland.

         JUPITERS DISCLOSURE MATERIAL means the documents and other material
         made available to TABCORP and its Representatives prior to the date of
         this Agreement in the data room maintained at the offices of Ernst &
         Young at 120 Collins Street, Melbourne, and listed in the index
         initialled by the parties for the purposes of identification.

         JUPITERS INFORMATION means all information contained in the Scheme
         Booklet and all information provided by or on behalf of Jupiters to the
         Independent Expert to enable the Scheme Booklet to be prepared and
         completed, but does not include the TABCORP Information and the
         independent expert's report prepared by the Independent Expert and
         included in or accompanying the Scheme Booklet.

                                                                          Page 5

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         JUPITERS MATERIAL ADVERSE CHANGE means matters, events or
         circumstances, including:

         (a)      any Change in Law; and

         (b)      any matter, event or circumstance which is fully and fairly
                  disclosed in the Disclosure Statement as an assumption in the
                  Jupiters budget for the financial year ending 30 June 2004, or
                  as an earnings assumption, becoming not reasonably likely to
                  occur,

         but other than:

         (c)      those required to be done or procured by Jupiters pursuant to
                  this Agreement; or

         (d)      an actual matter, event or circumstance which is known to
                  TABCORP prior to the date of this Agreement (which, for the
                  avoidance of doubt, does not include knowledge of the general
                  risk of a matter, event or circumstance occurring, but
                  (without limiting paragraph (b)) does include any matter,
                  event or circumstance where that is either fully and fairly
                  disclosed in the Disclosure Statement as an assumption in the
                  Jupiters Annual Plan, or where TABCORP has knowledge prior to
                  the date of this Agreement of any actual fact that will, or
                  may reasonably be expected to, give rise to the occurrence of
                  the matter, event or circumstance); or

         (e)      any matter impacting on the operation of the Centrebet
                  Business (but only to the extent that it so impacts, with that
                  matter not being excluded under this paragraph (e) to the
                  extent that it impacts on Jupiters or any Related Entity of
                  Jupiters (other than Centrebet or Centrebet (UK)) or the
                  business, operations, assets or Regulatory Approvals of any of
                  them), provided that Jupiters is not in breach of clause 10 in
                  respect of that matter,

         which individually, or when aggregated with all such matters, events or
         circumstances, has had or is reasonably likely to have an adverse
         financial effect of $60 million or more, where that financial effect is
         calculated on the following basis:

         (i)      each matter, event or circumstance which, either individually
                  or when aggregated with other matters, events or circumstances
                  of a like kind, has had or is reasonably likely to have an
                  adverse financial effect of $1 million or more on the
                  recurring operating earnings before interest and tax of
                  Jupiters and its Related Entities in any financial year
                  (including those operating earnings that would, on the basis
                  of the relevant Jupiters budgets, have been reasonably likely
                  to have been earned had the relevant assumptions referred to
                  in paragraph (b) occurred), will be valued on the basis of the
                  full amount of that financial effect (and not just the amount
                  of the excess over $1 million) multiplied by 10 (provided that
                  in the case of a matter, event or circumstance referred to in
                  paragraph (b), only the variance from the effect fully and
                  fairly disclosed in the Disclosure Statement (after taking
                  into account the multiplier in this paragraph (i)) will be
                  taken into account); and

         (ii)     each matter, event or circumstance which, either individually
                  or when aggregated with other matters, events or circumstances
                  of a like kind, has had or is reasonably likely to have an
                  adverse financial effect of $5 million or more on the value of
                  the net assets of Jupiters and its Related Entities, as
                  compared to the net assets of Jupiters and its Related
                  Entities as at 31 December 2002, will be valued on the basis
                  of the full amount of that financial effect (and not just the
                  amount of the excess over $5 million); and

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (iii)    where matters, events or circumstances result, or are
                  reasonably likely to result:

                  (A)      in the case of the development of the Gold Coast
                           Convention and Exhibition Centre (being the proposed
                           convention and exhibition centre located on the Gold
                           Coast Highway at Broadbeach, Queensland), in Jupiters
                           and its Related Entities making total capital
                           expenditure in respect of that development in excess
                           of $118 million, those matters, events and
                           circumstances will be valued on the basis of the
                           amount of the excess; or

                  (B)      in the case of any other project, in Jupiters and its
                           Related Entities making total capital expenditure in
                           respect of that project in excess of the projected
                           amount of the capital expenditure for that project
                           (as fully and fairly disclosed in the Disclosure
                           Statement), those matters, events and circumstances
                           will be valued on the basis of the amount of the
                           excess.

         Where a matter, event or circumstance would, but for this proviso, be
         prima facie assessable for its financial effect under two or more of
         paragraphs (i) to (iii) above, only the largest of those financial
         effects (after taking into account, if relevant, the multiplier under
         paragraph (i)) will be taken into account.

         JUPITERS OPTION means an option granted pursuant to the Jupiters Option
         Plan to subscribe for Jupiters Shares.

         JUPITERS OPTION PLAN means the Jupiters Limited Executive Option Plan
         adopted by the Jupiters Board on or about 8 February 2001.

         JUPITERS OPTION REGISTER means the register of holders of Jupiters
         Options maintained in accordance with the Corporations Act.

         JUPITERS OPTIONHOLDER means each person registered in the Jupiters
         Option Register as the holder of Jupiters Options.

         JUPITERS PREPARATORY COSTS has the meaning given in clause 15.1(a).

         JUPITERS PRESCRIBED OCCURRENCE means, other than:

         (i)      as required or contemplated by this Agreement;

         (ii)     as required or contemplated by any Scheme;

         (iii)    without limiting paragraph (q) below, pursuant to the terms of
                  any RPS issued prior to the Announcement Date, provided that
                  Jupiters has complied with clause 8 in relation to that RPS;

         (iv)     pursuant to the terms of any Jupiters Option granted prior to
                  the Announcement Date, provided that Jupiters has complied
                  with clause 9 in relation to that Jupiters Option;

         (v)      as contemplated by the Jupiters Annual Plan;

         (vi)     pursuant to the compliance by Jupiters or any of its Related
                  Entities with its obligations under, or the exercise by BI
                  Gaming Corporation of its rights (to the extent that Jupiters
                  or any of its Related Entities is not able to prevent the
                  exercise of those rights) under, the Casino Management
                  Agreements;

         (vii)    in relation to the operation or disposal of the Centrebet
                  Business, provided that Jupiters has complied with clause 10;

                                                                          Page 7

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (viii)   as fully and fairly disclosed in the Disclosure Statement; or

         (ix)     with the express consent of TABCORP,

         the occurrence of any of the following:

         (a)      the constitution of Jupiters or a Related Entity of Jupiters
                  being amended;

         (b)      Jupiters or any Related Entity of Jupiters converting all or
                  any of its shares into a larger or smaller number of shares;

         (c)      Jupiters or any Related Entity of Jupiters resolving to reduce
                  its share capital in any way;

         (d)      Jupiters or any Related Entity of Jupiters:

                  (i)      entering into a buy-back agreement; or

                  (ii)     resolving to approve the terms of a buy-back
                           agreement under the Corporations Act;

         (e)      Jupiters or any Related Entity of Jupiters making an allotment
                  or issue of, or granting an option to subscribe for, any
                  shares or securities convertible into shares, or agreeing to
                  make such an allotment or issue or to grant such an option;

         (f)      Jupiters or any Related Entity of Jupiters issuing, or
                  agreeing to issue, convertible notes or other debentures;

         (g)      Jupiters or any Related Entity of Jupiters disposing of shares
                  in a Related Entity of Jupiters;

         (h)      Jupiters or any Related Entity of Jupiters disposing, or
                  agreeing to dispose, of the whole, or a substantial part, of
                  its business or property;

         (i)      Jupiters or any Related Entity of Jupiters making or declaring
                  any distribution whether by way of dividend or capital
                  reduction or otherwise and whether in cash or in specie, other
                  than the declaration and payment:

                  (i)      by Jupiters of a fully franked final dividend in
                           respect of the year ending 30 June 2003 in an amount
                           not exceeding $0.12 cash for each Jupiters Share on
                           issue at the record date for that dividend and
                           otherwise in accordance with clause 7.6; or

                  (ii)     by any Related Entity of Jupiters of a dividend,
                           where the recipient of that dividend is Jupiters or a
                           wholly-owned Related Entity of Jupiters;

         (j)      Jupiters or any Related Entity of Jupiters;

                  (i)      acquiring, leasing or disposing of;

                  (ii)     agreeing to acquire, lease or dispose of; or

                  (iii)    offering, proposing or announcing a bid or tenders
                           for, any entity, business or assets, other than:

                  (iv)     trading inventories and consumables in the ordinary
                           and usual course of business;

                  (v)      as legally committed in any contract made available
                           to TABCORP and its Representatives as part of the
                           Jupiters Disclosure Material; or

                  (vi)     by way of the novation of leases of employee
                           vehicles,

                                                                          Page 8

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  where the value of such entity, business or assets exceeds $10
                  million (either individually or, in the case of related
                  businesses or a class of assets, collectively);

         (k)      Jupiters or any Related Entity of Jupiters creating, or
                  agreeing to create, any mortgage, charge, lien or other
                  encumbrance over the whole, or a substantial part, of its
                  business or property;

         (l)      other than:

                  (i)      as legally committed in any contract made available
                           to TABCORP and its Representatives as part of the
                           Jupiters Disclosure Material; or

                  (ii)     by way of the novation of leases of employee
                           vehicles,

                  Jupiters or any Related Entity of Jupiters entering into any
                  contract or commitment (or a series of related contracts or
                  commitments) that:

                  (iii)    is for a period of two years or more; or

                  (iv)     requires or may result in expenditure by Jupiters
                           (either alone or together with any Related Entity of
                           Jupiters) of $500,000 or more in any year,

                  or Jupiters or any Related Entity of Jupiters making capital
                  expenditure in excess of $500,000;

         (m)      Jupiters or any Related Entity of Jupiters incurring any
                  indebtedness or issuing any indebtedness or debt securities
                  other than advances under existing facilities in existence as
                  at the Announcement Date;

         (n)      Jupiters or any Related Entity of Jupiters making any loans,
                  advances or capital contributions to, or investments in, any
                  other person, other than to or in Jupiters or any wholly-owned
                  subsidiary of Jupiters;

         (o)      Jupiters or any Related Entity of Jupiters:

                  (i)      paying any bonus to any Officer of Jupiters or any
                           Related Entity of Jupiters, other than:

                           (A)      salary bonuses payable for the year ending
                                    30 June 2003 in accordance with the
                                    employment terms of that Officer in
                                    existence as at the Announcement Date and in
                                    the ordinary and usual course of business on
                                    the basis of principles consistent with
                                    those applied for the payment of salary
                                    bonuses by Jupiters or the relevant Related
                                    Entity of Jupiters for the year ended 30
                                    June 2002, as fully and fairly disclosed in
                                    the Disclosure Statement; and

                           (B)      transaction completion bonuses, as fully and
                                    fairly disclosed in the Disclosure
                                    Statement;

                  (ii)     increasing the compensation of any Officer of
                           Jupiters or any Related Entity of Jupiters, other
                           than in accordance with Jupiters' annual salary
                           review process conducted in good faith and in the
                           ordinary and usual course of business on the basis of
                           principles consistent with those applied for
                           Jupiters' annual salary review process in June 2002,
                           as fully and fairly disclosed in the Disclosure
                           Statement; or

                                                                          Page 9

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  (iii)    granting to any Officer of Jupiters or any Related
                           Entity of Jupiters any increase in severance or
                           termination pay or superannuation entitlements;

         (p)      Jupiters or any Related Entity of Jupiters:

                  (i)      changing the terms of any Material Contract;

                  (ii)     paying, discharging or satisfying any claims,
                           liabilities or obligations under any Material
                           Contract other than the payment, discharge or
                           satisfaction, consistent with past practice and in
                           accordance with their terms; or

                  (iii)    waiving any material claims or rights under or
                           waiving the benefit of any provisions of any Material
                           Contract,

                  where the consequences of such action are material to Jupiters
                  or the relevant Related Entity of Jupiters;

         (q)      Jupiters applying or amending, or proposing to apply or amend,
                  the RPS Terms in any manner inconsistent with the proposed
                  manner set out in schedule 7;

         (r)      Jupiters or any Related Entity of Jupiters resolving that it
                  be wound up;

         (s)      a liquidator, provisional liquidator or administrator of
                  Jupiters or of any Related Entity of Jupiters being appointed;

         (t)      the making of an order by a court for the winding up of
                  Jupiters or of any Related Entity of Jupiters;

         (u)      Jupiters or any Related Entity of Jupiters executing a deed of
                  company arrangement;

         (v)      a receiver, or a receiver and manager, in relation to the
                  whole, or a part, of the property of Jupiters or of any
                  Related Entity of Jupiters being appointed; or

         (w)      the trustee of any trust in which Jupiters or any Related
                  Entity of Jupiters has an interest of more than 50%
                  undertaking an action in respect of that trust if the
                  corresponding action, in the case of Jupiters and its Related
                  Entities, would constitute a Jupiters Prescribed Occurrence.

         JUPITERS SHARE means a fully paid ordinary share in the capital of
         Jupiters.

         JUPITERS SHARE REGISTER means the register of members of Jupiters
         maintained in accordance with the Corporations Act.

         JUPITERS SHAREHOLDER means each person registered in the Jupiters Share
         Register as the holder of Jupiters Shares.

         JUPITERS TRUST means the trust established pursuant to a trust deed
         dated 21 April 1983.

         MATERIAL CONTRACT means any contract, arrangement or understanding to
         which Jupiters or any Related Entity of Jupiters is a party that:

         (a)      is for a period of two years or more; or

         (b)      requires or may result in expenditure by Jupiters (either
                  alone or together with any Related Entity of Jupiters) of
                  $500,000 or more in any year; or

         (c)      is otherwise material to the business or operations of
                  Jupiters or any Related Entity of Jupiters.

                                                                         Page 10

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         It includes the contracts referred to in schedule 3.

         OFFICER means, in relation to an entity, its directors, officers and
         employees.

         OPTION SCHEME means the proposed scheme of arrangement between Jupiters
         and Jupiters Optionholders, as described in clause 6.1, subject to any
         alterations or conditions made or required by the Court under section
         411(6) of the Corporations Act and approved in writing by each party.

         OPTION SCHEME CONSIDERATION means the consideration to be provided by
         TABCORP Acquirer to Scheme Optionholders under the terms of the Option
         Scheme, as described in clause 6.2.

         ORDINARY SCHEME means the proposed scheme of arrangement between
         Jupiters and Jupiters Shareholders, as described in clause 4.1, subject
         to any alterations or conditions made or required by the Court under
         section 411(6) of the Corporations Act and approved in writing by each
         party.

         ORDINARY SCHEME CONSIDERATION means the consideration to be provided to
         Scheme Shareholders under the terms of the Ordinary Scheme, as
         described in clauses 4.2 and 4.5.

         PRIVATE RULING means a private ruling under Part IVAA of the Taxation
         Administration Act 1953 (Cth) that:

         (a)      the Special Dividend is a dividend pursuant to section 6(1) of
                  the 1936 Tax Act;

         (b)      the Commissioner of Taxation will not make a determination
                  pursuant to section 177EA(5)(a) of the 1936 Tax Act in respect
                  of the Special Dividend or any part of it; and

         (c)      the Commissioner of Taxation will not make a determination
                  pursuant to section 204-30(3)(a) or section 204-30(3)(b) of
                  the 1997 Tax Act in respect of the Special Dividend or any
                  part of it.

         PS 60 means Policy Statement 60 issued by ASIC on 4 August 1999, as
         amended, substituted or replaced from time to time.

         PS 142 means Policy Statement 142 issued by ASIC on 4 August 1999, as
         amended, substituted or replaced from time to time.

         QUIT DATE means 19 December 2003 or such later date as TABCORP and
         Jupiters agree in writing.

         RECORD DATE means, in relation to a Scheme, 5.00pm on the fifth
         Business Day after the Effective Date for that Scheme or such other
         date as TABCORP and Jupiters agree in writing.

         REGULATORY APPROVAL means:

         (a)      any approval, consent, authorisation, registration, filing,
                  lodgement, permit, franchise, agreement, notarisation,
                  certificate, permission, licence, direction, declaration,
                  authority, waiver, modification or exemption from, by or with
                  a Regulatory Authority;

         (b)      in relation to anything that would be fully or partly
                  prohibited or restricted by law if a Regulatory Authority
                  intervened or acted in any way within a specified period after
                  lodgement, filing, registration or notification, the expiry of
                  that period without intervention or action; or

         (c)      any amendment to any legislation.

         It includes the matters referred to in schedule 1.

                                                                         Page 11

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         REGULATORY AUTHORITY means a government or a governmental,
         semi-governmental or judicial entity or authority or any Minister,
         department, office or delegate of any government. It includes a
         self-regulatory organisation established under statute or a stock
         exchange, ASIC and ASX.

         RELATED ENTITY means, in relation to a party, any entity which is
         related to that party within the meaning of section 50 of the
         Corporations Act or which is an economic entity (as defined in any
         approved Australian accounting standard) that is controlled by that
         party.

         REPRESENTATIVE means, in relation to a party:

         (a)      each of the party's Related Entities; and

         (b)      each of the Officers and Advisers of the party or of any of
                  its Related Entities.

         RPS means a fully paid reset preference share in the capital of
         Jupiters issued on the RPS Terms.

         RPS HOLDER means each person registered in the Jupiters Share Register
         as the holder of RPS.

         RPS SCHEME means the proposed scheme of arrangement between Jupiters
         and RPS Holders, as described in clause 5.1, subject to any alterations
         or conditions made or required by the Court under section 411(6) of the
         Corporations Act and approved in writing by each party.

         RPS SCHEME CONSIDERATION means the consideration to be provided by
         TABCORP Acquirer to Scheme RPS Holders under the terms of the RPS
         Scheme, as described in clause 5.2.

         RPS TERMS means the Terms and Conditions of the RPS, as set out in
         appendix A to the prospectus dated 28 February 2002 issued by Jupiters,
         as those Terms and Conditions may be amended by the Jupiters Board in
         any manner consistent with the proposed manner set out in schedule 7.

         SCHEME BOOKLET means the information to be dispatched to Jupiters
         Shareholders, RPS Holders and Jupiters Optionholders and approved by
         the Court, including each Scheme, explanatory statements in relation to
         each Scheme issued pursuant to section 412 of the Corporations Act and
         (other than in the case of the Option Scheme) registered with ASIC, an
         independent expert's report prepared by the Independent Expert,
         summaries of each of this Agreement and the Deed Poll, and notices
         convening the Scheme Meetings (together with proxy forms).

         SCHEME MEETINGS means each of the meetings to be ordered by the Court
         to be convened pursuant to section 411(1) of the Corporations Act in
         respect of the Schemes.

         SCHEME OPTIONHOLDER means each person registered in the Jupiters Option
         Register as the holder of Scheme Options as at the Record Date for the
         Option Scheme.

         SCHEME OPTIONS means the Jupiters Options on issue at the Record Date
         for the Option Scheme (whether or not they are exercisable at that time
         in accordance with the terms of the Jupiters Option Plan).

         SCHEME PARTICIPANTS means Scheme Shareholders, Scheme RPS Holders and
         Scheme Optionholders.

         SCHEME RPS means the RPS on issue at the Record Date for the RPS Scheme
         other than the Excluded RPS.

         SCHEME RPS HOLDER means each person registered in the Jupiters Share
         Register as the holder of Scheme RPS as at the Record Date for the RPS
         Scheme.

                                                                         Page 12

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         SCHEME SHAREHOLDER means each person registered in the Jupiters Share
         Register as the holder of Scheme Shares as at the Record Date for the
         Ordinary Scheme.

         SCHEME SHARES means the Jupiters Shares on issue at the Record Date for
         the Ordinary Scheme other than the Excluded Shares.

         SCHEMES means the Ordinary Scheme, the RPS Scheme and the Option
         Scheme.

         SCRIP CONSIDERATION has the meaning given in clause 4.2(a)(ii).

         SCRIP CONSIDERATION CAP means the number of TABCORP Shares (rounded up
         or down to the nearest whole number of TABCORP Shares) equal to 0.24
         multiplied by the number of Scheme Shares on issue at the Record Date
         for the Ordinary Scheme.

         SECOND COURT DATE means the first day on which an application made to
         the Court for an order approving the Ordinary Scheme pursuant to
         section 411(4)(b) of the Corporations Act is heard or, if the
         application is adjourned for any reason, the first day on which the
         adjourned application is heard.

         SPECIAL DIVIDEND means a fully franked dividend of $0.75 cash for each
         Jupiters Share on issue at the Record Date for the Ordinary Scheme.

         TABCORP ACQUIRER means a wholly-owned Related Entity of TABCORP
         nominated by TABCORP for the purpose of acquiring the Scheme Shares and
         the Scheme RPS.

         TABCORP BOARD means the board of directors of TABCORP.

         TABCORP INFORMATION means such information regarding TABCORP and its
         Related Entities and TABCORP Shares provided by or on behalf of TABCORP
         to Jupiters or the Independent Expert to enable the Scheme Booklet to
         be prepared and completed, and applications for Regulatory Approvals
         required to satisfy any of the Conditions to be made.

         TABCORP INVITEES means Mr Lawrence Willett AO and Mr John Story, or
         such other combination of two directors of Jupiters at the date of this
         Agreement as the parties may agree.

         TABCORP ISSUER means a wholly-owned Related Entity of TABCORP nominated
         by TABCORP for the purpose of issuing, in the case of implementation of
         the method in paragraph 1.3 of schedule 6, the Centrebet Notes.

         TABCORP MATERIAL ADVERSE CHANGE means matters, events or circumstances,
         including:

         (a)      any Change in Law; and

         (b)      any matter, event or circumstance which has been disclosed to
                  Jupiters prior to the date of this Agreement as an earnings
                  assumption for the financial year ending 30 June 2004, and
                  relating to the business of the group of companies comprising
                  TABCORP and its Related Entities known as the 'gaming
                  business', becoming not reasonably likely to occur,

         other than:

         (c)      those required to be done or procured by TABCORP pursuant to
                  this Agreement; or

         (d)      an actual matter, event or circumstance which is known to
                  Jupiters prior to the date of this Agreement (which, for the
                  avoidance of doubt, does not include knowledge of the general
                  risk of a matter, event or circumstance occurring, but does
                  include any matter, event or circumstance (without limiting
                  paragraph (b)) where Jupiters has knowledge prior to the

                                                                         Page 13

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  date of this Agreement of any actual fact that will, or may
                  reasonably be expected to, give rise to the occurrence of the
                  matter, event or circumstance),

         which individually, or when aggregated with all such matters, events or
         circumstances, has had or is reasonably likely to have an adverse
         financial effect of $438 million or more, where that financial effect
         is calculated on the following basis:

         (i)      each matter, event or circumstance which, either individually
                  or when aggregated with other matters, events or circumstances
                  of a like kind, has had or is reasonably likely to have an
                  adverse financial effect of $7 million or more on the
                  recurring operating earnings before interest and tax of
                  TABCORP and its Related Entities (which, for the avoidance of
                  doubt, does not include Jupiters or any entity which was a
                  Related Entity of Jupiters prior to the Implementation Date
                  for the Ordinary Scheme) in any financial year, will be valued
                  on the basis of the full amount of that financial effect (and
                  not just the amount of the excess over $7 million) multiplied
                  by 10 (provided that in the case of a matter, event or
                  circumstance referred to in paragraph (b), only the variance
                  from the effect disclosed to Jupiters (after taking into
                  account the multiplier in this paragraph (i)) will be taken
                  into account); and

         (ii)     each matter, event or circumstance which, either individually
                  or when aggregated with other matters, events or circumstances
                  of a like kind, has had or is reasonably likely to have an
                  adverse financial effect of $36 million or more on the value
                  of the net assets of TABCORP and its Related Entities (which,
                  for the avoidance of doubt, does not include Jupiters or any
                  entity which was a Related Entity of Jupiters prior to the
                  Implementation Date for the Ordinary Scheme), as compared to
                  the net assets of TABCORP and its Related Entities as at 31
                  December 2002, will be valued on the basis of the full amount
                  of that financial effect (and not just the amount of the
                  excess over $36 million).

         Where a matter, event or circumstance would, but for this proviso, be
         prima facie assessable for its financial effect under both of
         paragraphs (i) and (ii) above, only the largest of those financial
         effects (after taking into account the multiplier under paragraph (i))
         will be taken into account.

         TABCORP PREPARATORY COSTS has the meaning given in clause 15.1(a).

         TABCORP PRESCRIBED OCCURRENCE means (other than as required or
         contemplated by this Agreement or any Scheme or with the express
         consent of Jupiters) the occurrence of any of the following:

         (a)      TABCORP or any Related Entity of TABCORP disposing, or
                  agreeing to dispose, of the whole, or a substantial part, of
                  its business or property;

         (b)      TABCORP or any Related Entity of TABCORP converting all or any
                  of its shares into a larger or smaller number of shares;

         (c)      TABCORP or any Related Entity of TABCORP resolving to reduce
                  its share capital in any way;

         (d)      TABCORP or any Related Entity of TABCORP resolving that it be
                  wound up;

         (e)      a liquidator, provisional liquidator or administrator of
                  TABCORP or of any Related Entity of TABCORP being appointed;

         (f)      the making of an order by a court for the winding up of
                  TABCORP or of any Related Entity of TABCORP;

                                                                         Page 14

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (g)      TABCORP or any Related Entity of TABCORP executing a deed of
                  company arrangement;

         (h)      a receiver, or a receiver and manager, in relation to the
                  whole, or a part, of the property of TABCORP or of any Related
                  Entity of TABCORP being appointed;

         (i)      the trustee of any trust in which TABCORP or any Related
                  Entity of TABCORP has an interest of more than 50% undertaking
                  an action in respect of that trust if the corresponding
                  action, in the case of TABCORP and its Related Entities, would
                  constitute a TABCORP Prescribed Occurrence under any of
                  paragraphs (a) to (h) above; or

         (j)      TABCORP announcing an intention, proposal or agreement to:

                  (i)      issue any security in TABCORP, other than in
                           connection with this Agreement, any Scheme, a
                           dividend reinvestment plan (including pursuant to any
                           underwriting of that plan) or an employee incentive
                           arrangement (including any security issued upon
                           conversion of or exercise of rights attaching to any
                           security issued under an employee incentive
                           arrangement), or with the express consent of
                           Jupiters;

                  (ii)     other than in the ordinary course of business,
                           acquire all or part of the share capital in a person
                           other than Jupiters or a Related Entity of TABCORP,
                           or all or part of the assets of a person other than
                           Jupiters or a Related Entity of TABCORP, where the
                           cumulative value of such share capital or such assets
                           acquired since the date of this Agreement exceeds
                           $185 million; or

                  (iii)    dispose of all or substantially all of any of the
                           businesses known respectively as the 'gaming
                           business', the 'wagering business' or the 'Star City
                           business', being businesses conducted by the group of
                           companies comprising TABCORP and its Related
                           Entities,

                  and the TABCORP VWAP on the tenth Business Day after the date
                  of that announcement (the ASSESSMENT DATE):

                  (iv)     is less than $8.98; and

                  (v)      (only in the event that the S&P/ASX 100 Index at the
                           close of business on the Assessment Date is less than
                           2,299.4) has declined relative to $10.26 by an amount
                           which (in percentage terms) exceeds by more than 7.5
                           percentage points the relevant decline (in percentage
                           terms) in the S&P/ASX 100 Index over the period from
                           the close of business on the Business Day immediately
                           before the Announcement Date to the close of business
                           on the Assessment Date.

         TABCORP SHARE means a fully paid ordinary share in the capital of
         TABCORP.

         TABCORP VWAP means, on a relevant date, the daily volume weighted
         average sale price of TABCORP Shares sold on ASX over the ten
         consecutive Business Days ending on (and including) the relevant date
         (excluding the effect of any transaction defined as 'special' in the
         ASX Business Rules, any crossings prior to the commencement of normal
         trading or during the after hours adjust phase on ASX, any overseas
         trades and the exercise of options over TABCORP Shares).

         TAX RULING EVENT means, on or before 5.00pm on the day before the
         Second Court Date, the Commissioner of Taxation making each of the
         Class Ruling and the Private Ruling (having first been provided with a
         copy of this Agreement).

                                                                         Page 15

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         THIRD PARTY PROPOSAL means any expression of interest, proposal or
         offer by any person (other than TABCORP or any of its Related Entities)
         to evaluate or enter into any transaction which is similar to the
         Transaction or under which:

         (a)      that person (together with its associates) may acquire a
                  relevant interest in more than 10% of the Jupiters Shares or
                  the issued shares of any Related Entity of Jupiters;

         (b)      that person may acquire voting power of more than 10% in
                  Jupiters or any Related Entity of Jupiters;

         (c)      that person may acquire, directly or indirectly (including by
                  way of joint venture, dual listed company structure or
                  otherwise), any interest in all or a substantial part of the
                  business or assets of Jupiters or of any Related Entity of
                  Jupiters;

         (d)      that person may otherwise acquire control of or merge or
                  amalgamate with Jupiters or any Related Entity of Jupiters;

         (e)      Jupiters will issue a material amount of its share capital as
                  consideration for the assets or share capital of another
                  person; or

         (f)      Jupiters will effect or implement any reorganisation,
                  recapitalisation or dissolution,

         but does not include any expression of interest, proposal or offer by a
         person to evaluate or enter into a transaction to acquire the Centrebet
         Business, as contemplated by clause 10.

         TIMETABLE means the timetable set out in schedule 2, or such other
         timetable as may be agreed in writing by the parties.

         TRANSACTION means the acquisition by TABCORP Acquirer in accordance
         with the terms of this Agreement of all of the Jupiters Shares through
         the implementation of the Ordinary Scheme and of all of the RPS through
         the implementation of the RPS Scheme, and the cancellation of all of
         the Jupiters Options through the implementation of the Option Scheme or
         through separate offers by TABCORP or TABCORP Acquirer to Jupiters
         Optionholders.

         US NOTE DEED means the Indenture dated as of 11 March 1999 between
         Jupiters, each Initial Guarantor (as defined in the Indenture) and The
         Bank of New York.

1.2      INTERPRETATION

         Headings are for convenience only and do not affect interpretation. The
         following rules apply unless the context requires otherwise.

         (a)      The singular includes the plural and conversely.

         (b)      A gender includes all genders.

         (c)      If a word or phrase is defined, its other grammatical forms
                  have a corresponding meaning.

         (d)      A reference to a person, corporation, trust, partnership,
                  unincorporated body or other entity includes any of them.

         (e)      A reference to a clause, schedule or annexure is a reference
                  to a clause of, or schedule or annexure to, this Agreement.

         (f)      A reference to an agreement or document (including a reference
                  to this Agreement) is to the agreement or document as amended,
                  varied, supplemented, novated or replaced, except to the
                  extent prohibited by this Agreement or that other agreement or
                  document.

                                                                         Page 16

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (g)      A reference to a person includes a reference to the person's
                  executors, administrators, successors, substitutes (including
                  persons taking by novation) and assigns.

         (h)      A reference to legislation or to a provision of legislation
                  includes a modification or re-enactment of it, a legislative
                  provision substituted for it and a regulation or statutory
                  instrument issued under it.

         (i)      A reference to $ is to the lawful currency of Australia.

         (j)      Words and phrases not specifically defined in this Agreement
                  have the same meanings (if any) given to them in the
                  Corporations Act.

         (k)      A reference to time is a reference to time in Brisbane,
                  Australia.

         (l)      If the day on which any act, matter or thing is to be done is
                  a day other than a Business Day, such act, matter or thing
                  must be done on the immediately succeeding Business Day.

         (m)      The meaning of general words is not limited by specific
                  examples introduced by INCLUDING, or FOR EXAMPLE, or similar
                  expressions.

         (n)      A reference to a party using its BEST ENDEAVOURS or REASONABLE
                  ENDEAVOURS does not include a reference to that party paying
                  money (except immaterial amounts payable to Advisers and
                  similar expenses) or providing other valuable consideration to
                  or for the benefit of any person (and an obligation on a party
                  to use its best or reasonable endeavours does not oblige that
                  party to pay money (except immaterial amounts payable to
                  Advisers and similar expenses) or provide other valuable
                  consideration to or for the benefit of any person).

2.       IMPLEMENTATION OF THE SCHEMES

         Jupiters agrees to propose, and the parties agree to implement, the
         Schemes upon and subject to the terms and conditions of this Agreement.

3.       CONDITIONS

3.1      CONDITIONS

         Subject to this clause 3, certain obligations of the parties under this
         Agreement are subject to the conditions in this clause 3.1 having been
         satisfied or waived in accordance with clause 3.3, to the extent and in
         the manner set out in clauses 3.2 and 3.3.

         (a)      (REGULATORY APPROVALS) Before 8.00am on the Second Court Date,
                  all Regulatory Approvals required to implement:

                  (i)      the Ordinary Scheme; and

                  (ii)     if the RPS Scheme is approved by the necessary
                           majorities of RPS Holders, the RPS Scheme; and

                  (iii)    if the Option Scheme is approved by the necessary
                           majorities of Jupiters Optionholders, the Option
                           Scheme,

                  are granted or obtained and those Regulatory Approvals are not
                  withdrawn, cancelled or revoked.

                                                                         Page 17

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (b)      (NO PROHIBITIONS) No temporary restraining order, preliminary
                  or permanent injunction or other order issued by any court of
                  competent jurisdiction or other legal restraint or prohibition
                  being in effect at 8.00am on the Second Court Date which
                  prevents the consummation of any aspect of:

                  (i)      the Ordinary Scheme; or

                  (ii)     if the RPS Scheme is approved by the necessary
                           majorities of RPS Holders, the RPS Scheme; or

                  (iii)    if the Option Scheme is approved by the necessary
                           majorities of Jupiters Optionholders, the Option
                           Scheme.

         (c)      (QUOTATION OF TABCORP SHARES) The TABCORP Shares to be issued
                  pursuant to the Ordinary Scheme are approved for official
                  quotation by ASX, subject only to standard conditions relating
                  to the subsequent issue of the TABCORP Shares, before the
                  Second Court Date.

         (d)      (JUPITERS PRESCRIBED OCCURRENCE) Between the date of this
                  Agreement and 8.00am on the Second Court Date, no Jupiters
                  Prescribed Occurrence occurs.

         (e)      (JUPITERS MATERIAL ADVERSE CHANGE) Between the date of this
                  Agreement and 8.00am on the Second Court Date, no Jupiters
                  Material Adverse Change occurs.

         (f)      (JUPITERS REPRESENTATIONS AND WARRANTIES) The representations
                  and warranties of Jupiters set out in this Agreement that are
                  qualified as to materiality are true and correct, and the
                  representations and warranties of Jupiters set out in this
                  Agreement that are not so qualified are true and correct in
                  all material respects, in each case as at the date of this
                  Agreement and as at 8.00am on the Second Court Date as though
                  made on and as of that time, except to the extent that any
                  such representation or warranty expressly relates to an
                  earlier date (in which case as of such date).

         (g)      (TABCORP PRESCRIBED OCCURRENCE) Between the date of this
                  Agreement and 8.00am on the Second Court Date, no TABCORP
                  Prescribed Occurrence occurs.

         (h)      (TABCORP MATERIAL ADVERSE CHANGE) Between the date of this
                  Agreement and 8.00am on the Second Court Date, no TABCORP
                  Material Adverse Change occurs.

         (i)      (TABCORP REPRESENTATIONS AND WARRANTIES) The representations
                  and warranties of TABCORP set out in this Agreement that are
                  qualified as to materiality are true and correct, and the
                  representations and warranties of TABCORP set out in this
                  Agreement that are not so qualified are true and correct in
                  all material respects, in each case as at the date of this
                  Agreement and as at 8.00am on the Second Court Date as though
                  made on and as of that time, except to the extent that any
                  such representation or warranty expressly relates to an
                  earlier date (in which case as of such date).

         (j)      (CENTREBET BUSINESS) At all times up to 8.00am on the Second
                  Court Date, Jupiters has complied in all material respects
                  with its obligations under clause 10.

         (k)      (FINANCING CONDITIONS) Before 8.00am on the Second Court Date,
                  each condition precedent (other than conditions precedent of a
                  procedural nature that are within the sole control of TABCORP)
                  to underwriting under the commitment letter, and to drawdown
                  under the loan facilities, to be entered into by TABCORP to
                  finance, amongst other things,

                                                                         Page 18

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  the Ordinary Scheme Consideration (to the extent of the Cash
                  Consideration) and the RPS Scheme Consideration and the Option
                  Scheme Consideration is, and remains, satisfied, or has been
                  waived by the relevant lenders.

3.2      NATURE OF CONDITIONS

         (a)      (JUPITERS' OBLIGATIONS) The obligations of Jupiters under:

                  (i)      clauses 4, 5 and 6 are subject to the satisfaction or
                           waiver of the Conditions in clauses 3.1(a)(i),
                           (b)(i), (c), (g), (h) and (i);

                  (ii)     clause 5 are also subject to the satisfaction or
                           waiver of the Conditions in clauses 3.1(a)(ii) and
                           (b)(ii); and

                  (iii)    clause 6 are also subject to the satisfaction or
                           waiver of the Conditions in clauses 3.1(a)(iii) and
                           (b)(iii).

         (b)      (TABCORP'S OBLIGATIONS) The obligations of TABCORP under:

                  (i)      clauses 4, 5 and 6 are subject to the satisfaction or
                           waiver of the Conditions in clauses 3.1(a)(i),
                           (b)(i), (c), (d), (e), (f), (j) and (k);

                  (ii)     clause 5 are also subject to the satisfaction or
                           waiver of the Conditions in clauses 3.1(a)(ii) and
                           (b)(ii); and

                  (iii)    clause 6 are also subject to the satisfaction or
                           waiver of the Conditions in clauses 3.1(a)(iii) and
                           (b)(iii).

3.3 BENEFIT AND WAIVER OF CONDITIONS

         (a)      Jupiters and TABCORP together have the benefit of the
                  Conditions in clauses 3.1(a) to (c) and any breach or
                  non-fulfilment of those Conditions can only be waived with the
                  consent of both parties.

         (b)      TABCORP alone has the benefit of the Conditions in clauses
                  3.1(d), (e), (f), (j) and (k) and any breach or non-fulfilment
                  of those Conditions may be relied upon only by TABCORP which
                  may at any time and from time to time waive the breach or
                  non-fulfilment.

         (c)      Jupiters alone has the benefit of the Conditions in clauses
                  3.1(g), (h) and (i) and any breach or non-fulfilment of those
                  Conditions may be relied upon only by Jupiters which may at
                  any time and from time to time waive the breach or
                  non-fulfilment.

         (d)      A party entitled to waive a Condition under this clause 3.3
                  may do so in its absolute discretion.

         (e)      If a waiver by a party of a Condition is itself conditional
                  and the other party accepts the condition, the terms of that
                  condition apply accordingly. If the other party does not
                  accept a conditional waiver of the Condition, the Condition
                  has not been waived.

         (f)      If a party waives the breach or non-fulfilment of any of the
                  Conditions, that waiver will not preclude it from suing the
                  other party for any breach of this Agreement, including a
                  breach that resulted in the non-fulfilment of the Condition
                  that was waived.

                                                                         Page 19

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (g)      Unless specified in the waiver, a waiver of the breach or
                  non-fulfilment of any Condition will not constitute:

                  (i)      a waiver of breach or non-fulfilment of any other
                           Condition resulting from events or circumstances
                           giving rise to the breach or non-fulfilment of the
                           first Condition; or

                  (ii)     a waiver of breach or non-fulfilment of that
                           Condition resulting from any other event or
                           circumstance.

3.4      BEST ENDEAVOURS

         Each of Jupiters and TABCORP must use its best endeavours to procure
         that:

         (a)      each of the Conditions is satisfied as soon as practicable
                  after the date of this Agreement, or continues to be satisfied
                  at all times until the last time it is to be satisfied (as the
                  case may require), with a view to the Effective Date for each
                  Scheme occurring on or before the Quit Date; and

         (b)      there is no event or circumstance that would prevent the
                  Conditions being satisfied.

3.5      PRE-IMPLEMENTATION STEPS

         Without limiting the generality of clause 3.4:

         (a)      (REGULATORY APPROVALS) each party must:

                  (i)      promptly apply for all Regulatory Approvals required
                           by it or its Related Entities in order for a
                           Condition to be satisfied and provide to the other
                           party a copy of all such applications;

                  (ii)     take all steps for which it is responsible as part of
                           obtaining any Regulatory Approval, including
                           responding to requests for information at the
                           earliest practicable time and attending meetings with
                           any Regulatory Authority; and

                  (iii)    provide the other party with all information
                           reasonably requested in connection with the
                           application for any Regulatory Approval;

         (b)      (JUPITERS PRESCRIBED OCCURRENCE) Jupiters must ensure that no
                  Jupiters Prescribed Occurrence occurs between the date of this
                  Agreement and 8.00am on the Second Court Date; and

         (c)      (TABCORP PRESCRIBED OCCURRENCE) TABCORP must ensure that no
                  TABCORP Prescribed Occurrence occurs between the date of this
                  Agreement and 8.00am on the Second Court Date.

3.6      NOTIFICATION OF CERTAIN EVENTS

         Each party must:

         (a)      keep the other promptly and reasonably informed of the steps
                  it has taken and of its progress towards satisfaction of the
                  Conditions;

         (b)      promptly notify the other if it becomes aware that any
                  Condition has been satisfied;

         (c)      promptly notify the other if it becomes aware that any
                  Condition has failed to be satisfied or has become incapable
                  of being satisfied or is not reasonably capable of being
                  satisfied

                                                                         Page 20

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  (having regard to the obligations of the parties under clause
                  3.4 and the terms of clause 3.8); and

         (d)      after having given or received a notice in accordance with
                  clause 3.6(c) in relation to a Condition that it is entitled
                  under clause 3.3 to waive, give notice to the other party as
                  soon as possible (and in any event no later than five Business
                  Days or such shorter time to ensure that notice is given
                  before 5.00pm on the day before the Second Court Date) as to
                  whether or not it waives the breach or non-fulfilment of the
                  relevant Condition, specifying that Condition.

3.7      TERMINATION

         Subject to clauses 3.9 and 17.3:

         (a)      TABCORP may terminate this Agreement by giving notice to
                  Jupiters if any of the Conditions in clauses 3.1(d), (e), (f),
                  (j) and (k) has failed to be satisfied, has become incapable
                  of being satisfied or is not reasonably capable of being
                  satisfied (having regard to the obligations of the parties
                  under clause 3.4 and the terms of clause 3.8), and to the
                  extent that such Condition may be waived by TABCORP, has not
                  previously been waived by TABCORP;

         (b)      Jupiters may terminate this Agreement by giving notice to
                  TABCORP if any of the Conditions in clauses 3.1(g), (h) or (i)
                  has failed to be satisfied, has become incapable of being
                  satisfied or is not reasonably capable of being satisfied
                  (having regard to the obligations of the parties under clause
                  3.4), and to the extent that such Condition may be waived by
                  Jupiters, has not previously been waived by Jupiters; and

         (c)      provided that it has complied with its obligations under
                  clause 3.4, either party may terminate this Agreement by
                  giving the other notice if any of the Conditions in clauses
                  3.1(a) to (c) has failed to be satisfied, has become incapable
                  of being satisfied or is not reasonably capable of being
                  satisfied (having regard to the obligations of the parties
                  under clause 3.4 and the terms of clause 3.8), and has not
                  previously been waived by the parties.

3.8      CONDITIONS OF REGULATORY APPROVALS

         Notwithstanding anything in this Agreement to the contrary, in
         obtaining any Regulatory Approval, TABCORP will not be required to
         agree to conditions:

         (a)      requiring TABCORP to agree to or proffer to:

                  (i)      divest or hold separate any of TABCORP's, Jupiters'
                           or any of their respective Related Entities' material
                           businesses or assets; or

                  (ii)     cease to conduct or materially reduce the scope of
                           any material business or operations in any
                           jurisdiction in which TABCORP, Jupiters or any of
                           their respective Related Entities conducts business
                           or operations as at the date of this Agreement; or

                  (iii)    limit the type or scope of any proposed or potential
                           business or operations in any jurisdiction (whether
                           or not TABCORP, Jupiters or any of their respective
                           Related

                                                                         Page 21

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                           Entities conducts business or operations in
                           that jurisdiction as at the date of this Agreement);
                           or

         (b)      that do not merely impose procedural or other non-material
                  requirements incidental to the Regulatory Approval,

         and any Regulatory Approval which is given subject to any such
         conditions will not satisfy the Condition to which it relates.

3.9      EXPERT DETERMINATION

         (a)      If TABCORP proposes to give notice to Jupiters pursuant to
                  clause 3.7(a) on the basis of the Condition in clause 3.1(e),
                  or Jupiters proposes to give notice to TABCORP pursuant to
                  clause 3.7(b) on the basis of the Condition in clause 3.1(h),
                  it must first notify the other party of that proposal.

         (b)      Any notice provided in accordance with clause 3.9(a) must
                  include reasonable details of the matters, events and
                  circumstances upon which the notifying party proposes to rely
                  in giving notice pursuant to clause 3.7(a) or (b), as
                  relevant.

         (c)      In the absence of agreement between the parties as to the
                  effect of the matters, events and circumstances upon which the
                  notifying party proposes to rely, the party receiving the
                  notice may require that such notice be referred to the Expert
                  for a decision regarding whether those matters, events and
                  circumstances result in the occurrence of a Jupiters Material
                  Adverse Change or a TABCORP Material Adverse Change, as the
                  case may be. Such referral must be made within five Business
                  Days of the party receiving the notice under clause 3.9(a).

         (d)      If:

                  (i)      the Expert determines, or the parties agree, that
                           there is a Jupiters Material Adverse Change or a
                           TABCORP Material Adverse Change, as the case may be;
                           or

                  (ii)     the party receiving the notice under clause 3.9(a)
                           does not refer it to the Expert in accordance with
                           clause 3.9(c),

                  then TABCORP or Jupiters, as the case may be, may give notice
                  to the other party in accordance with clause 3.7(a) or (b), as
                  relevant. Otherwise, TABCORP or Jupiters, as the case may be,
                  may not give notice pursuant to clause 3.7(a) or (b), as
                  relevant, solely on the basis of those matters, events and
                  circumstances giving rise to a Jupiters Material Adverse
                  Change or a TABCORP Material Adverse Change, as the case may
                  be.

4.       ORDINARY SCHEME

4.1      ORDINARY SCHEME

         Jupiters must propose a scheme of arrangement under Part 5.1 of the
         Corporations Act between it and the Jupiters Shareholders in the form
         set out in annexure A or such other form as the parties agree in
         writing, under which, subject to the Scheme becoming Effective, all of
         the Scheme Shares will be transferred to TABCORP Acquirer and the
         Scheme Shareholders will be entitled to receive, for each Scheme Share
         held at the Record Date for the Ordinary Scheme, the Ordinary Scheme
         Consideration.

                                                                         Page 22

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

4.2      ORDINARY SCHEME CONSIDERATION

         (a)      (PROVISION BY TABCORP) Subject to clauses 4.2(b) and (c) and
                  4.3, TABCORP covenants in favour of Jupiters, in consideration
                  for the transfer to TABCORP Acquirer of the Scheme Shares held
                  by a Scheme Shareholder under the terms of the Ordinary
                  Scheme, to provide or to procure that TABCORP Acquirer and
                  TABCORP Issuer provide to the Scheme Shareholder the Ordinary
                  Scheme Consideration as follows (and as contemplated by clause
                  4.5):


                  (i)      a cash amount (the CASH CONSIDERATION) in respect of
                           a percentage of those Scheme Shares (rounded up or
                           down to the nearest whole number of Scheme Shares) as
                           follows:

<TABLE>
<CAPTION>
                                                    PERCENTAGE OF SCHEME
                              AMOUNT PER SCHEME     SHARES HELD BY SCHEME
CIRCUMSTANCES                      SHARE                 SHAREHOLDER
-------------------------------------------------------------------------
<S>                           <C>                   <C>
Tax Ruling Event occurs            $5.25                   54.286%
Tax Ruling Event does not
occur                              $6.00                       60%
</TABLE>

                  (ii)     a number of TABCORP Shares (the SCRIP CONSIDERATION)
                           in respect of a percentage of those Scheme Shares
                           (rounded up or down to the nearest whole number of
                           Scheme Shares) as follows:

<TABLE>
<CAPTION>
                                                         PERCENTAGE OF SCHEME
                              TABCORP SHARES PER         SHARES HELD BY SCHEME
CIRCUMSTANCES                    SCHEME SHARE                SHAREHOLDER
------------------------------------------------------------------------------
<S>                           <C>                        <C>
Tax Ruling Event occurs            0.525                   45.714%
Tax Ruling Event does not
occur                                0.6                       40%
</TABLE>

         (b)      (FRACTIONAL ENTITLEMENTS) Any fractional entitlement of a
                  Scheme Shareholder to a TABCORP Share will be rounded up or
                  down to the nearest whole number of TABCORP Shares.

         (c)      (INELIGIBLE OVERSEAS SHAREHOLDERS) Where a Scheme Shareholder
                  is an Ineligible Overseas Shareholder, the number of TABCORP
                  Shares to which the Scheme Shareholder would otherwise be
                  entitled under the Ordinary Scheme will be issued to a nominee
                  of TABCORP approved by Jupiters who will sell those TABCORP
                  Shares as soon as practicable (at the risk of that Ineligible
                  Overseas Shareholder) and pay the proceeds received, after
                  deducting any applicable brokerage and other selling costs,
                  taxes and charges, to that Ineligible Overseas Shareholder in
                  full satisfaction of that Ineligible Overseas Shareholder's
                  rights in relation to TABCORP Shares under the Ordinary
                  Scheme.

                                                                         Page 23

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

4.3      ELECTION MECHANISM

         The Scheme Booklet sent to Jupiters Shareholders must be accompanied by
         a form of election under which each Scheme Shareholder is given the
         opportunity to elect to receive, under the Ordinary Scheme, that part
         of the Ordinary Scheme Consideration comprising either Cash
         Consideration or Scrip Consideration for a greater proportion of their
         Scheme Shares than is contemplated by clause 4.2(a). The form of
         election must provide that:

         (a)      a Scheme Shareholder may elect to receive either maximum total
                  Cash Consideration or maximum total Scrip Consideration for
                  their Scheme Shares;

         (b)      a valid election in accordance with the clause 4.3(a) may be
                  made by a Scheme Shareholder by returning the duly completed
                  election form before the Record Date for the Ordinary Scheme
                  or such other date as the parties agree in writing to an
                  address to be specified by TABCORP;

         (c)      if a valid election is not made by a Scheme Shareholder prior
                  to the date referred to in clause 4.3(b) then that Scheme
                  Shareholder will, subject to clauses 4.2(b) and (c), receive
                  the Cash Consideration and Scrip Consideration contemplated by
                  clause 4.2(a) in respect of their Scheme Shares;

         (d)      if a valid election is made, the total Cash Consideration and
                  the total Scrip Consideration received by the Scheme
                  Shareholder will be determined by TABCORP in accordance with
                  the terms of the Ordinary Scheme (and applying the principle
                  that each increase or decrease in the percentage of Scheme
                  Shares for which Cash Consideration is contemplated by clause
                  4.2(a)(i) will be offset by an equivalent decrease or
                  increase, respectively, in the percentage of Scheme Shares for
                  which Scrip Consideration is contemplated by clause
                  4.2(a)(ii)), after taking into account the valid elections
                  made by all other Scheme Shareholders and on the basis that
                  TABCORP's obligation to provide or to procure that TABCORP
                  Acquirer and TABCORP Issuer provide the Ordinary Scheme
                  Consideration under the Ordinary Scheme will not (subject only
                  to the effects of rounding) require TABCORP or TABCORP
                  Acquirer to pay an amount as Cash Consideration in total
                  greater than the Cash Consideration Cap nor require TABCORP to
                  issue a number of TABCORP Shares as Scrip Consideration in
                  total greater than the Scrip Consideration Cap; and

         (e)      TABCORP's obligations with respect to any Ineligible Overseas
                  Shareholder are subject to clause 4.2(c),

         and will otherwise be in a form agreed by the parties in writing.

4.4      SPECIAL DIVIDEND

         If the Tax Ruling Event occurs:

         (a)      Jupiters will take all action necessary or desirable to ensure
                  that the Dividend Resolution is passed by the Jupiters Board
                  in accordance with the Ordinary Scheme, and on the basis that:

                  (i)      the record date for the Special Dividend is the
                           Record Date for the Ordinary Scheme;

                  (ii)     the Special Dividend will be paid and provided to
                           Scheme Shareholders in accordance with the Ordinary
                           Scheme; and

                                                                         Page 24

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  (iii)    Jupiters will issue to each Jupiters Shareholder a
                           distribution statement in accordance with section
                           202-75 of the 1997 Tax Act in relation to the Special
                           Dividend; and

         (b)      immediately before the Dividend Resolution is passed, TABCORP
                  will subscribe (or will procure that a Related Entity of
                  TABCORP subscribes) for, and Jupiters will allot and issue to
                  TABCORP or to the relevant Related Entity of TABCORP such
                  number of:

                  (i)      RPS; or

                  (ii)     if the parties agree, other equity securities in
                           Jupiters (such securities being equity securities for
                           the purposes of the US Note Deed and not equity
                           interests under the 1997 Tax Act), on terms agreed by
                           the parties,

                  where the total cash subscription amount for those RPS or
                  other equity securities is at least the amount of the Special
                  Dividend or such lesser amount as the parties may agree
                  (provided that such lesser amount is at least the minimum
                  amount of capital which would be required by Jupiters to
                  enable it to declare and pay the Special Dividend having
                  regard to the terms of the US Note Deed). TABCORP must pay (or
                  must procure that the relevant Related Entity of TABCORP pays)
                  to Jupiters the cash subscription amount for those RPS or
                  other equity securities referred to in this clause 4.4(b) at
                  the time of subscription. TABCORP's obligations under this
                  clause 4.4(b) are subject to the Jupiters Shareholders having
                  approved the allotment and issue by Jupiters of the RPS, or
                  other equity securities, to be subscribed for pursuant to this
                  clause 4.4(b) in accordance with and for the purpose of ASX
                  Listing Rule 7.1, or ASX having granted a waiver of that
                  approval requirement, and the Regulatory Approvals referred to
                  in paragraphs 1, 8, 9 and 10 of schedule 1 having been
                  obtained in respect of that allotment and issue (to the extent
                  that such approvals or waivers are required).

4.5      PROVISION OF CENTREBET BUSINESS VALUE

         The parties acknowledge that, as contemplated by clause 10.5, further
         entitlements in addition to the Ordinary Scheme Consideration and the
         Special Dividend may be provided, or a further component may be
         included in the Ordinary Scheme Consideration to be provided, to Scheme
         Shareholders under the Ordinary Scheme, by reference to net value
         attributable to the Centrebet Business (being the Net Centrebet
         Proceeds (as defined in paragraph 2.1 of schedule 6)).

4.6      STATUS OF TABCORP SHARES

         The TABCORP Shares to be allotted and issued by TABCORP as part of the
         Ordinary Scheme Consideration will rank pari passu with all existing
         TABCORP Shares then on issue (other than in respect of any dividend
         already declared and not yet paid by TABCORP, where the record date for
         entitlements to that dividend has passed) and will be allotted and
         issued free from all encumbrances.

4.7      CONDITIONS

         The Ordinary Scheme will not be conditional upon either the RPS Scheme
         or the Option Scheme becoming Effective or upon any other matters which
         are not contemplated in this Agreement, other than (if the ASX waiver
         referred to in clause 7.1(w) has not been granted and Jupiters or any
         of its Representatives has not received a firm indication from ASX
         that, if the Ordinary Scheme becomes Effective, that ASX waiver will be
         granted) the approval by Jupiters Shareholders in accordance

                                                                         Page 25

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         with and for the purpose of ASX Listing Rule 7.1, at a general meeting
         of Jupiters held on the same day as the Scheme Meeting for the Ordinary
         Scheme, of the subscription by TABCORP or a Related Entity of TABCORP
         for RPS or other equity securities in Jupiters in accordance with
         clause 4.4(b), and (if necessary) in accordance with paragraph 1.1(f)
         of schedule 6.

5.       RPS SCHEME

5.1      RPS SCHEME

         Jupiters must propose a scheme of arrangement under Part 5.1 of the
         Corporations Act between it and the RPS Holders in the form set out in
         annexure B or such other form as the parties agree in writing, under
         which, subject to the Scheme becoming Effective, all of the Scheme RPS
         will be transferred to TABCORP Acquirer and the Scheme RPS Holders will
         be entitled to receive, for each Scheme RPS held at the Record Date for
         the RPS Scheme, the RPS Scheme Consideration.

5.2      RPS SCHEME CONSIDERATION

         TABCORP covenants in favour of Jupiters to procure that in
         consideration for the transfer to TABCORP Acquirer of the Scheme RPS
         held by a Scheme RPS Holder under the terms of the RPS Scheme, TABCORP
         Acquirer pays the RPS Scheme Consideration to the Scheme RPS Holder,
         comprising, in respect of each Scheme RPS:

         (a)      the cash amount of $105.26; plus

         (b)      an additional cash amount equal to the dividend accrued on the
                  Scheme RPS under clause 2.1 of the RPS Terms, calculated on
                  the basis of the number of days from (and including) the
                  immediately preceding Dividend Payment Date under the RPS
                  Terms to (but excluding) the Implementation Date for the RPS
                  Scheme,

         provided that if the Implementation Date for the RPS Scheme occurs:

         (c)      after the record date for payment of the dividend accrued on
                  the Scheme RPS under clause 2.1 of the RPS Terms from (and
                  including) the immediately preceding Dividend Payment Date
                  under the RPS Terms; and

         (d)      before the Dividend Payment Date under the RPS Terms for that
                  accrued dividend,

         then TABCORP Acquirer will have no obligation to pay to the Scheme RPS
         Holder the cash amount referred to in paragraph (b).

5.3      CONDITIONS

         The RPS Scheme will be subject to and conditional upon the Ordinary
         Scheme becoming Effective, but will not be subject to the Option Scheme
         becoming Effective.

6.       OPTION SCHEME

6.1      OPTION SCHEME

         Jupiters must propose a scheme of arrangement under Part 5.1 of the
         Corporations Act between it and the Jupiters Optionholders in the form
         set out in annexure C or such other form as the parties agree in
         writing, under which, subject to the Scheme becoming Effective, all of
         the Scheme Options

                                                                         Page 26

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         will be cancelled and the Scheme Optionholders will be entitled to
         receive, for each Scheme Option held at the Record Date for the Option
         Scheme, the Option Scheme Consideration.

6.2      OPTION SCHEME CONSIDERATION

         TABCORP covenants in favour of Jupiters to procure that in
         consideration for the cancellation of a Scheme Option held by a Scheme
         Optionholder under the terms of the Option Scheme, TABCORP Acquirer
         pays the Option Scheme Consideration to the Scheme Optionholder, as
         determined in relation to that Scheme Option in accordance with the
         following table:

<TABLE>
<CAPTION>
EXPIRY DATE OF SCHEME OPTION    CONSIDERATION PER SCHEME OPTION
---------------------------------------------------------------
<S>                             <C>
      30 August 2011                       $2.07
      5 November 2011                      $2.14
</TABLE>

6.3      CONDITIONS

         The Option Scheme will be subject to and conditional upon the Ordinary
         Scheme becoming Effective, and upon the granting of the ASX Waiver or
         the approval of the Jupiters Shareholders (in accordance with and for
         the purposes of ASX Listing Rule 6.23.2) of the cancellation of the
         Jupiters Options pursuant to the Option Scheme, but will not be subject
         to the RPS Scheme becoming Effective.

7.       STEPS FOR IMPLEMENTATION

7.1      JUPITERS' OBLIGATIONS

         Jupiters must execute all documents and do all acts and things within
         its power as may be necessary or desirable for the implementation and
         performance of the Schemes substantially in accordance with the
         Timetable, and in particular Jupiters must:

         (a)      (SCHEME BOOKLET) as soon as practicable after the date of this
                  Agreement, prepare the Scheme Booklet in compliance with all
                  applicable laws, and in particular the Corporations Act, PS
                  60, PS 142 and the ASX Listing Rules (and including a summary
                  of the process by which Jupiters Shareholders, RPS Holders and
                  Jupiters Optionholders may object to the Schemes at the Court
                  hearing on the Second Court Date), make available to TABCORP
                  drafts of the Scheme Booklet, consult with TABCORP in relation
                  to the content of those drafts (other than the TABCORP
                  Information) and consider in good faith, for the purpose of
                  amending those drafts, comments from TABCORP and its
                  Representatives on those drafts;

         (b)      (INDEPENDENT EXPERT) promptly appoint the Independent Expert
                  and provide all assistance and information reasonably
                  requested by the Independent Expert in connection with:

                  (i)      the preparation of the independent expert's report
                           for inclusion in the Scheme Booklet (such report
                           stating whether, in the opinion of the Independent
                           Expert, the Ordinary Scheme is in the best interests
                           of Jupiters Shareholders and is fair and reasonable,
                           and the RPS Scheme is in the best interests of RPS
                           Holders and is fair and reasonable); and

                                                                         Page 27

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  (ii)     any valuation required by clause 6.9 of the RPS Terms
                           or by the US Note Deed;

         (c)      (APPROVAL OF DRAFT FOR ASIC) as soon as practicable after the
                  preparation of an advanced draft of the Scheme Booklet
                  suitable for review by ASIC, procure that a meeting of the
                  Jupiters Board, or of a committee of the Jupiters Board
                  appointed for the purpose, is convened to approve that draft
                  as being in a form appropriate for provision to ASIC for
                  review;

         (d)      (LIAISON WITH ASIC) as soon as practicable after the date of
                  this Agreement, provide an advanced draft of the Scheme
                  Booklet, in a form approved in accordance with clauses 7.1(c)
                  and 7.2(d), to ASIC for its review and approval for the
                  purposes of section 411(2) of the Corporations Act, and:

                  (i)      liaise with ASIC during the period of its
                           consideration of that draft of the Scheme Booklet;

                  (ii)     keep TABCORP informed of any matters raised by ASIC
                           in relation to the Scheme Booklet (and of any
                           resolution of those matters), and use all reasonable
                           endeavours to resolve any such matters; and

                  (iii)    to the extent that Jupiters is itself unable to
                           resolve any matters raised by ASIC in relation to the
                           Scheme Booklet, or a matter raised by ASIC in
                           relation to the Scheme Booklet concerns the TABCORP
                           Information, allow TABCORP to participate (including
                           by attending meetings and being involved in
                           discussions) in Jupiters' liaisons with ASIC;

         (e)      (APPROVAL OF SCHEME BOOKLET) as soon as practicable after the
                  conclusion of the review by ASIC of the Scheme Booklet,
                  procure that a meeting of the Jupiters Board is convened to
                  approve the Scheme Booklet for dispatch to the Jupiters
                  Shareholders, the RPS Holders and the Jupiters Optionholders,
                  subject to approval of the Court;

         (f)      (SECTION 411(17)(b) STATEMENTS) apply to ASIC for the
                  production of statements in writing pursuant to section
                  411(17)(b) of the Corporations Act stating that ASIC has no
                  objection to, respectively, the Ordinary Scheme, the RPS
                  Scheme and the Option Scheme;

         (g)      (SCHEME MEETINGS) promptly after, and provided that, the
                  approvals in clauses 7.1(e) and 7.2(e) have been received:

                  (i)      apply to the Court for orders under section 411(1) of
                           the Corporations Act directing Jupiters to convene
                           the Scheme Meetings, each to be held on the same day;
                           and

                  (ii)     take all steps necessary to comply with the orders of
                           the Court including, as required, dispatching the
                           Scheme Booklet to the Jupiters Shareholders, the RPS
                           Holders and the Jupiters Optionholders and convening
                           and holding the Scheme Meetings;

         (h)      (COURT DOCUMENTS) consult with TABCORP in relation to the
                  content of the documents required for the purpose of each of
                  the Court hearings held for the purposes of sections 411(1)
                  and 411(4)(b) of the Corporations Act in relation to the
                  Schemes (including originating process, affidavits,
                  submissions and draft minutes of Court orders) and consider

                                                                         Page 28

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  in good faith, for the purpose of amending drafts of those
                  documents, comments from TABCORP and its Representatives on
                  those documents;

         (i)      (REGISTRATION OF EXPLANATORY STATEMENTS) request ASIC to
                  register the explanatory statements included in the Scheme
                  Booklet in relation to, respectively, the Ordinary Scheme and
                  the RPS Scheme in accordance with section 412(6) of the
                  Corporations Act;

         (j)      (ELECTION FORM) prepare and despatch to each Jupiters
                  Shareholder with the Scheme Booklet the form of election
                  contemplated by clause 4.3;

         (k)      (APPROVAL AND IMPLEMENTATION OF ORDINARY SCHEME) if the
                  resolution submitted to the Scheme Meeting in relation to the
                  Ordinary Scheme is passed by the necessary majorities, apply
                  (and, to the extent necessary, re-apply) to the Court for
                  orders approving the Ordinary Scheme substantially in
                  accordance with the Timetable, and if that approval is
                  obtained:

                  (i)      promptly lodge with ASIC an office copy of the orders
                           approving the Ordinary Scheme in accordance with
                           section 411(10) of the Corporations Act;

                  (ii)     close the Jupiters Share Register as at the Record
                           Date for the Ordinary Scheme and determine
                           entitlements to the Ordinary Scheme Consideration,
                           and the other entitlements to be provided to Scheme
                           Shareholders, in accordance with the Ordinary Scheme;

                  (iii)    execute proper instruments of transfer of and effect
                           and register the transfer of the Scheme Shares in
                           accordance with the Ordinary Scheme; and

                  (iv)     do all other things contemplated by or necessary to
                           give effect to the Ordinary Scheme and the orders of
                           the Court approving the Ordinary Scheme;

         (l)      (APPROVAL AND IMPLEMENTATION OF RPS SCHEME) if the resolution
                  submitted to the Scheme Meeting in relation to the RPS Scheme
                  is passed by the necessary majorities, apply (and, to the
                  extent necessary, re-apply) to the Court for orders approving
                  the RPS Scheme substantially in accordance with the Timetable,
                  and if that approval is obtained:

                  (i)      promptly lodge with ASIC an office copy of the orders
                           approving the RPS Scheme in accordance with section
                           411(10) of the Corporations Act;

                  (ii)     close the Jupiters Share Register as at the Record
                           Date for the RPS Scheme and determine entitlements to
                           the RPS Scheme Consideration in accordance with the
                           RPS Scheme;

                  (iii)    execute proper instruments of transfer of and effect
                           and register the transfer of the Scheme RPS in
                           accordance with the RPS Scheme; and

                  (iv)     do all other things contemplated by or necessary to
                           give effect to the RPS Scheme and the orders of the
                           Court approving the RPS Scheme;

         (m)      (APPROVAL AND IMPLEMENTATION OF OPTION SCHEME) if the
                  resolution submitted to the Scheme Meeting in relation to the
                  Option Scheme is passed by the necessary majorities, apply
                  (and, to the extent necessary, re-apply) to the Court for
                  orders approving the Option Scheme substantially in accordance
                  with the Timetable, and if that approval is obtained:

                  (i)      promptly lodge with ASIC an office copy of the orders
                           approving the Option Scheme in accordance with
                           section 411(10) of the Corporations Act;

                                                                         Page 29

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  (ii)     close the Jupiters Option Register as at the Record
                           Date for the Option Scheme and determine entitlements
                           to the Option Scheme Consideration in accordance with
                           the Option Scheme;

                  (iii)    effect the cancellation of the Scheme Options in
                           accordance with the Option Scheme; and

                  (iv)     do all other things contemplated by or necessary to
                           give effect to the Option Scheme and the orders of
                           the Court approving the Option Scheme;

         (n)      (TAX RULING REQUESTS) as soon as practicable after the date of
                  this Agreement (to the extent not already done prior to that
                  date):

                  (i)      request the Commissioner of Taxation, in accordance
                           with Part IVAAA of the Taxation Administration Act
                           1953 (Cth) and the requirements in Class Ruling CR
                           2001/1, to make the Class Ruling;

                  (ii)     request the Commissioner of Taxation, in accordance
                           with Part IVAA of the Taxation Administration Act
                           1953 (Cth) and the requirements in Taxation Ruling TR
                           93/1, to make the Private Ruling;

                  (iii)    consult with TABCORP in relation to the preparation
                           and form of those ruling requests and any other
                           ruling request made in relation to the Transaction;

                  (iv)     liaise with the ATO in relation to any ruling request
                           made in relation to the Transaction, and allow
                           TABCORP to participate (including by attending
                           meetings and being involved in discussions) in those
                           liaisons (other than the liaisons regarding the Class
                           Ruling and the Private Ruling);

                  (v)      keep TABCORP informed of any matters raised by the
                           ATO in relation to those ruling requests, and use all
                           reasonable endeavours in co-operation with TABCORP to
                           resolve any such matters; and

                  (vi)     use its best endeavours to procure that, as soon as
                           possible after the date of this Agreement, either:

                           (A)      the Commissioner of Taxation grants the
                                    Centrebet Class Ruling and the Centrebet
                                    Private Ruling; or

                           (B)      the ATO provides a firm indication to
                                    Jupiters or any of its Representatives that
                                    the Commissioner of Taxation will not grant
                                    either or both of the Centrebet Class Ruling
                                    and the Centrebet Private Ruling;

         (o)      (CONDUCT OF BUSINESS) except to the extent:

                  (i)      contemplated by the Jupiters Annual Plan;

                  (ii)     resulting from the compliance by Jupiters or any of
                           its Related Entities with its obligations under, or
                           the exercise by BI Gaming Corporation of its rights
                           (to the extent that Jupiters or any of its Related
                           Entities is not able to prevent the exercise of those
                           rights) under, the Casino Management Agreements;

                  (iii)    relating to the operation or disposal of the
                           Centrebet Business, provided that Jupiters has
                           complied with clause 10;

                  (iv)     fully and fairly disclosed in the Disclosure
                           Statement,

                                                                         Page 30

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                           during the period from the date of this Agreement to
                           the Implementation Date for the Ordinary Scheme,
                           conduct (and cause each of its Related Entities to
                           conduct) its respective business and operations in
                           the ordinary and usual course substantially
                           consistent with the manner in which each such
                           business and operations have been conducted in the
                           three years prior to the date of this Agreement and
                           (except as otherwise fully and fairly disclosed in
                           the Disclosure Statement) in compliance in all
                           material respects with all applicable laws and
                           regulations and, to the extent consistent with that
                           obligation, use reasonable efforts to preserve intact
                           its current business organisation, keep available the
                           services of its current Officers and preserve its
                           relationship with Regulatory Authorities, rating
                           agencies, customers, suppliers, licensors, licensees
                           and others having business dealings with it;

         (p)      (CONSULTATION) during the period from the date of this
                  Agreement to the Implementation Date for the Ordinary Scheme,
                  consult with TABCORP in relation to the conduct of material
                  aspects of its and its Related Entities' businesses and
                  operations and consider in good faith TABCORP's views in
                  relation to the same, and:

                  (i)      promptly provide to TABCORP the information referred
                           to in schedule 4, as and when that information
                           becomes available to senior executives of Jupiters;

                  (ii)     consult with TABCORP in relation to any proposed
                           extension, renewal, replacement, revocation,
                           amendment or surrender of any Regulatory Approval of
                           a type referred to in paragraph (a) of the definition
                           of REGULATORY APPROVAL that is material to the
                           business or operations of Jupiters or any of its
                           Related Entities, and promptly take, or refrain from
                           taking, such action in relation to that proposal as
                           may be reasonably requested by TABCORP (such
                           reasonableness to be determined having regard to the
                           interests of Jupiters and its Related Entities);

                  (iii)    consult with TABCORP in relation to any material
                           dealings with any Regulatory Authority in connection
                           with the business or operations of Jupiters or any of
                           its Related Entities; and

                  (iv)     not admit, settle, compromise or pay any demand,
                           claim, action or proceeding brought by Neurizon Pty
                           Limited against Jupiters or any of its Related
                           Entities, or do any act or thing which might
                           prejudice the defence of Jupiters or its relevant
                           Related Entities of any such demand, claim, action or
                           proceeding, without the prior consent of TABCORP;

         (q)      (ASX LISTING) use its best endeavours to ensure that the
                  Jupiters Shares and the RPS continue to be quoted (even if
                  suspended from trading) on the stock market conducted by ASX
                  until the close of business on the Implementation Date for the
                  Ordinary Scheme and the RPS Scheme, respectively;

         (r)      (REPRESENTATION) allow, and not oppose, any application by
                  TABCORP for leave of the Court to be represented, or the
                  separate representation of TABCORP by counsel, at the Court
                  hearings held for the purposes of sections 411(1) and
                  411(4)(b) of the Corporations Act in relation to the Schemes;

         (s)      (PUBLICATION OF INFORMATION) as soon as they become available,
                  publish on its website the dates fixed for any Court hearing
                  in relation to the Schemes, including any adjournments or

                                                                         Page 31

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  continuance of those hearings, the date of the Scheme Meetings
                  and the text of all announcements made to ASX in connection
                  with the Transaction or the Schemes;

         (t)      (DRP) immediately after the date of this Agreement, suspend
                  the operation of the Dividend Reinvestment Plan and not,
                  without the prior consent of TABCORP, reinstate the operation
                  of the Dividend Reinvestment Plan or introduce any substitute
                  plan;

         (u)      (TAX CONSOLIDATION) consult with TABCORP in relation to the
                  engagement and briefing of, and allow TABCORP to participate
                  (including by attending meetings and being involved in
                  discussions) in Jupiters' liaisons with, any valuer engaged by
                  Jupiters for the purpose of preparing an independent valuation
                  of any of the assets of Jupiters and its Related Entities, in
                  connection with a proposal by Jupiters to make a choice
                  pursuant to section 703-50 of the 1997 Tax Act that the
                  eligible entities within the group of companies comprising
                  Jupiters and its Related Entities will be taken to be
                  consolidated;

         (v)      (CENTREBET TAX RETURN) in the case of the implementation of
                  the method in paragraph 1.1 of schedule 6, prepare (and
                  procure that its relevant Related Entities prepare) draft tax
                  returns for Centrebet in respect of the income year commencing
                  1 July 2002 and the income year commencing 1 July 2003 (in the
                  latter case, based on the financial results for the period up
                  until at least the date of the Centrebet Sale Completion)
                  prior to the Implementation Date for the Ordinary Scheme, so
                  as to enable those tax returns (as updated if necessary to
                  account for the period between the Centrebet Sale Completion
                  and the date of lodgement of the tax returns) to be lodged
                  with the ATO prior to Centrebet becoming a subsidiary member
                  of a consolidated group of which TABCORP is the head company.
                  In this clause 7.1(v), INCOME YEAR, SUBSIDIARY MEMBER,
                  CONSOLIDATED GROUP and HEAD COMPANY have the meanings given in
                  the 1997 Tax Act;

         (w)      (ASX WAIVER) use all reasonable endeavours to procure that ASX
                  grants a waiver of any requirement under ASX Listing Rule 7.1
                  to obtain the approval of Jupiters Shareholders for the
                  subscription by TABCORP or a Related Entity of TABCORP for RPS
                  or other equity securities in Jupiters in accordance with
                  clause 4.4(b), and (if necessary) in accordance with paragraph
                  1.1(f) of schedule 6, or that ASX provides a firm indication
                  to Jupiters or any of its Representatives that, if the
                  Ordinary Scheme becomes Effective, such a waiver will be
                  granted;

         (x)      (CENTREBET EMPLOYEES) except to the extent otherwise agreed in
                  writing with TABCORP, immediately following completion under
                  the Centrebet Sale Agreement make (or cause to be made)
                  redundant all Centrebet Employees who are not offered, or who
                  do not accept an offer of, employment by the purchaser under
                  the relevant Centrebet Sale Agreement on terms no less
                  favourable than those enjoyed as at the date of the Centrebet
                  Sale Agreement; and

         (y)      (COMPLIANCE WITH LAWS) do everything reasonably within its
                  power to ensure that the Transaction is effected in accordance
                  with all laws and regulations applicable in relation to the
                  Transaction.

                                                                         Page 32
<PAGE>
MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

7.2      TABCORP'S OBLIGATIONS

         TABCORP must execute all documents and do all acts and things within
         its power as may be necessary or desirable for the implementation and
         performance of the Schemes substantially in accordance with the
         Timetable, and in particular TABCORP must:

         (a)      (TABCORP INFORMATION) prepare and provide to Jupiters the
                  TABCORP Information for inclusion in the Scheme Booklet in
                  compliance with all applicable laws relevant to that
                  information as soon as is reasonably practicable, consult with
                  Jupiters in relation to the content of the TABCORP Information
                  and consider in good faith, for the purpose of amending that
                  information, comments from Jupiters and its Representatives on
                  that information;

         (b)      (INDEPENDENT EXPERT) provide all assistance and information
                  reasonably requested by the Independent Expert in connection
                  with the preparation of the independent expert's report for
                  inclusion in the Scheme Booklet and any valuation required by
                  clause 6.9 of the RPS Terms or by the US Note Deed;

         (c)      (REVIEW OF SCHEME BOOKLET) as soon as practicable after
                  delivery, review the drafts of the Scheme Booklet prepared by
                  Jupiters and provide comments on those drafts in good faith;

         (d)      (APPROVAL OF DRAFT FOR ASIC) as soon as practicable after the
                  preparation of an advanced draft of the Scheme Booklet
                  suitable for review by ASIC, procure that a meeting of the
                  TABCORP Board, or of a committee of the TABCORP Board
                  appointed for the purpose, is convened to approve those
                  sections of that draft that relate to TABCORP and its Related
                  Entities and the TABCORP Shares as being in a form appropriate
                  for provision to ASIC for review;

         (e)      (APPROVAL OF SCHEME BOOKLET) as soon as practicable after the
                  conclusion of the review by ASIC of the Scheme Booklet,
                  procure that a meeting of the TABCORP Board is convened to
                  approve those sections of the Scheme Booklet that relate to
                  TABCORP and its Related Entities and the TABCORP Shares as
                  being in a form appropriate for dispatch to the Jupiters
                  Shareholders, the RPS Holders and the Jupiters Optionholders,
                  subject to approval of the Court;

         (f)      (REPRESENTATION) if requested by Jupiters, procure that
                  TABCORP is represented by counsel at the Court hearings held
                  for the purposes of sections 411(1) and 411(4)(b) of the
                  Corporations Act in relation to the Schemes, at which, through
                  its counsel, TABCORP will undertake (if requested by the
                  Court) to do all such things and take all such steps within
                  its power as may be necessary in order to ensure the
                  fulfilment of its, TABCORP Acquirer's and TABCORP Issuer's
                  obligations under the Schemes, and, to the extent that leave
                  of the Court is required for TABCORP to be represented at
                  those Court hearings, apply for that leave;

         (g)      (DEED POLL) prior to the despatch of the Scheme Booklet,
                  execute (and procure that each of TABCORP Acquirer and TABCORP
                  Issuer executes) a deed poll in the form of annexure D or in
                  such other form agreed by the parties in writing under which
                  each of TABCORP, TABCORP Acquirer and TABCORP Issuer covenants
                  in favour of the Scheme Participants to perform its respective
                  obligations under the Schemes, and TABCORP covenants in favour
                  of the Scheme Participants to procure that TABCORP Acquirer

                                                                         Page 33
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  performs TABCORP Acquirer's obligations, and TABCORP Issuer
                  performs TABCORP Issuer's obligations, under the Schemes;

         (h)      (ASSISTANCE WITH TAX RULING REQUESTS) use its best endeavours
                  to assist Jupiters (including by commenting on draft ruling
                  requests and, if requested by Jupiters or any of its
                  Representatives, by participating in meetings), and provide
                  all information reasonably requested by Jupiters, in
                  connection with the requests by Jupiters for the Commissioner
                  of Taxation to make the Class Ruling, the Private Ruling and
                  any other ruling applied for in relation to the Transaction;

         (i)      (CENTREBET NOTE DEED) procure that the Centrebet Note Deed (as
                  defined in paragraph 2.1 of schedule 6) is executed in
                  sufficient time for a summary of its contents to be prepared
                  for inclusion in the Scheme Booklet to be dispatched to
                  Jupiters Shareholders, on terms acceptable to both parties
                  acting reasonably;

         (j)      (TAX CONSOLIDATION) in the case of the implementation of the
                  method in paragraph 1.1 of schedule 6, not make a choice
                  pursuant to section 703-50 of the 1997 Tax Act that the
                  eligible entities within the group of companies comprising
                  TABCORP and its Related Entities will be taken to be
                  consolidated from a date which is prior to Jupiters and its
                  relevant Related Entities having lodged with the ATO a tax
                  return for Centrebet in respect of the income year commencing
                  1 July 2003 up until the date that the eligible entities
                  within the group of companies comprising TABCORP and its
                  Related Entities will be taken to be consolidated;

         (k)      (CENTREBET TAX RETURN) in the case of the implementation of
                  the method in paragraph 1.1 of schedule 6 and where a tax
                  return for Centrebet has not been lodged by Jupiters and its
                  relevant Related Entities in respect of the income year
                  commencing 1 July 2003 (based on the financial results for the
                  period up until at least the date of the Centrebet Sale
                  Completion), and the tax payable on the assessment for that
                  period has not been paid, prior to 30 June 2004, procure that
                  Jupiters and its relevant Related Entities lodge with the ATO
                  a tax return for Centrebet in respect of the income year
                  commencing 1 July 2003 (based on the financial results for the
                  period up until at least the date of the Centrebet Sale
                  Completion, and updated if necessary to account for the period
                  between the Centrebet Sale Completion and the date of
                  lodgement of the tax return) no later than 30 June 2004;

         (l)      (FINANCING DOCUMENTS) as soon as possible after the later of
                  the date of this Agreement and the date of signing the
                  relevant document, provide to Jupiters a copy of the
                  commitment letter and of the loan facilities that have been,
                  or are to be, entered into by TABCORP to finance, amongst
                  other things, the Ordinary Scheme Consideration (to the extent
                  of the Cash Consideration) and the RPS Scheme Consideration
                  and the Option Scheme Consideration; and

         (m)      (COMPLIANCE WITH LAWS) do everything reasonably within its
                  power to ensure that the Transaction is effected in accordance
                  with all laws and regulations applicable in relation to the
                  Transaction.

7.3      APPEAL PROCESS

         If the Court refuses to make any orders convening the Scheme Meetings
         or approving the Schemes, Jupiters must appeal the Court's decision to
         the fullest extent possible (except to the extent that the

                                                                         Page 34
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         parties agree otherwise, or independent Senior Counsel indicates that,
         in their view, an appeal would have no reasonable prospect of success
         before the Quit Date). If such an appeal is undertaken by Jupiters at
         the request of TABCORP then, unless the parties otherwise agree,
         TABCORP will bear Jupiters' reasonable costs of the appeal.

7.4      JUPITERS BOARD RECOMMENDATION

         Jupiters must procure that, in relation to each Scheme, in the absence
         of:

         (a)      a bona fide Third Party Proposal being publicly announced
                  which the Jupiters Board, acting in good faith, determines
                  after having taken advice from its financial and legal
                  advisers is:

                  (i)      reasonably capable of being valued and completed,
                           taking into account all aspects of the Third Party
                           Proposal; and

                  (ii)     more favourable from a financial point of view to the
                           Jupiters Shareholders than the Ordinary Scheme,
                           taking into account all the terms and conditions of
                           the Third Party Proposal,

                  and the Jupiters Board publicly recommending that the Third
                  Party Proposal is in the interests of Jupiters and its
                  members; or

         (b)      in relation to the Ordinary Scheme, the Independent Expert
                  giving an opinion that the Ordinary Scheme is not in the best
                  interests of the Jupiters Shareholders; or


         (c)      in relation to the RPS Scheme, the Independent Expert giving
                  an opinion that the RPS Scheme is not in the best interests of
                  the RPS Holders; or

         (d)      in relation to the RPS Scheme, the Offer Price (as defined in
                  the RPS Terms) relating to the Ordinary Scheme being
                  determined by the Independent Expert under clause 6.9 of the
                  RPS Terms to be more than $7.66; or

         (e)      in relation to the RPS Scheme, the Jupiters Board, acting in
                  good faith, forming the view after having taken appropriate
                  advice that the average of the daily volume weighted average
                  sale price of Jupiters Shares sold on ASX during the last 20
                  Business Days of trading of Jupiters Shares on ASX preceding
                  the Conversion Date (as defined in the RPS Terms) in respect
                  of requests for conversion from RPS Holders under clause 4.2
                  of the RPS Terms (where such requests arise as a result of the
                  release by Jupiters to ASX of the independent expert's report
                  included in the Scheme Booklet in relation to the Ordinary
                  Scheme) will be more than $6.77,

         the Jupiters Board will:

         (f)      recommend that the Scheme is in the interests of Jupiters and
                  its members and not subsequently withdraw that recommendation;

         (g)      recommend that the Jupiters Shareholders or the RPS Holders or
                  the Jupiters Optionholders (as relevant) vote in favour of all
                  resolutions to be proposed at the Scheme Meeting in relation
                  to the Scheme and approve the Scheme, and not subsequently
                  withdraw that recommendation;

         (h)      include in all public statements relating to the Scheme
                  following the execution of this Agreement a statement to the
                  effect of clauses 7.4(f) and (g); and

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (i)      not make any public statement or take any other action which
                  would suggest that the Scheme is not recommended by the
                  Jupiters Board.

         The Jupiters Board may only rely on clause 7.4(d) or (e) to avoid
         compliance with clauses 7.4(f) to (i) if the Jupiters Board's first
         reliance on the relevant clause occurs prior to the end of the period
         of 20 Business Days after the date that Jupiters provides notice to RPS
         Holders under clause 4.2(a) of the RPS Terms in connection with the
         release by Jupiters to ASX of the independent expert's report included
         in the Scheme Booklet in relation to the Ordinary Scheme.

7.5      BOARD CHANGES

         (a)      As soon as practicable after the Effective Date for the
                  Ordinary Scheme, Jupiters will use its best endeavours to
                  appoint three nominees of TABCORP to the Jupiters Board and to
                  ensure that all directors of Jupiters, other than the TABCORP
                  nominees, resign.

         (b)      As soon as practicable after the Effective Date for the
                  Ordinary Scheme, TABCORP will invite and, subject to all
                  necessary Regulatory Approvals having first been obtained,
                  procure the appointment of the TABCORP Invitees to the TABCORP
                  Board.

7.6      PAYMENT OF FINAL DIVIDENDS

         The parties agree that the record date for entitlements to the final
         dividend to be paid by each of them to their respective ordinary
         shareholders in respect of the year ending 30 June 2003 will be 12
         September 2003, or such later date as the parties agree in writing.

8.       TREATMENT OF RPS

8.1      CONVERSION NOTICES

         (a)      Immediately upon Jupiters releasing to ASX the independent
                  expert's report included in the Scheme Booklet in relation to
                  the Ordinary Scheme, Jupiters will dispatch to the RPS Holders
                  the notice referred to in clause 4.2(a) of the RPS Terms.

         (b)      Jupiters must notify TABCORP on each occasion on which it
                  receives a request for conversion from an RPS Holder under
                  clause 4.2 (arising as a result of the release by Jupiters to
                  ASX of the independent expert's report included in the Scheme
                  Booklet in relation to the Ordinary Scheme) or 4.3 of the RPS
                  Terms and no later than one Business Day after it receives the
                  request, specifying the number of RPS to which the request for
                  conversion relates and the provision of the RPS Terms pursuant
                  to which the request has been made.

8.2      RESPONSE TO TRIGGER EVENT CONVERSIONS

         (a)      (ELECTION BY JUPITERS ON TRIGGER EVENT) In respect of each
                  request for conversion received by Jupiters under clause 4.2
                  of the RPS Terms arising as a result of the release by
                  Jupiters to ASX of the independent expert's report included in
                  the Scheme Booklet in relation to the Ordinary Scheme,
                  Jupiters:

                  (i)      must make an election pursuant to and in accordance
                           with clause 5.3(b) of the RPS Terms, during the
                           period when that election may be made, to arrange for
                           the RPS to which the request for conversion relates
                           to be acquired by TABCORP or a

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                           Related Entity of TABCORP, unless the making or
                           implementation of such an election is prohibited by
                           any judgment, ruling, order or decree of a Regulatory
                           Authority binding on Jupiters; and

                  (ii)     may consent, pursuant to clause 4.4 of the RPS Terms
                           and at any time on or before (but no later than) the
                           Business Day immediately preceding the record date
                           for voting in respect of the RPS Scheme, to the
                           relevant RPS Holder withdrawing that request for
                           conversion (provided that, if an election has already
                           been made by Jupiters pursuant to clause 5.3(b) of
                           the RPS Terms, the RPS Holder consents (if required),
                           pursuant to clause 5.6 of the RPS Terms, to Jupiters
                           withdrawing that election). If Jupiters provides any
                           such consent, it must notify TABCORP on each occasion
                           of that no later than one Business Day after it
                           provides that consent, specifying the number of RPS
                           to which the consent relates.

         (b)      (PURCHASE BY TABCORP) Subject to clause 8.2(c), TABCORP must
                  acquire, or procure that one of its Related Entities acquires,
                  all of the RPS in respect of which Jupiters has made an
                  election in accordance with clause 8.2(a)(i), except to the
                  extent that the relevant request for conversion has been
                  withdrawn in accordance with clause 8.2(a)(ii). On the
                  Conversion Date (as defined in the RPS Terms) in respect of
                  each of those RPS:

                  (i)      TABCORP must pay to the RPS Holder cash consideration
                           for that RPS equal to the Repurchase Amount (as
                           defined in the RPS Terms); and

                  (ii)     Jupiters must pay to the RPS Holder the Outstanding
                           Dividend (as defined in the RPS Terms) for that RPS,

                  in accordance with the RPS Terms. Jupiters must do all things
                  and execute all documents in accordance with the RPS Terms as
                  may be necessary or desirable to effect a transfer of the RPS
                  to TABCORP or its relevant Related Entity.

         (c)      (EFFECT OF TERMINATION) TABCORP will have no obligation under
                  clause 8.2(b) to purchase an RPS where:

                  (i)      this Agreement has been terminated by either party
                           prior to Jupiters making an election in accordance
                           with clause 8.2(a) in respect of that RPS; or

                  (ii)     this Agreement has been terminated by:

                           (A)      TABCORP pursuant to clause 17.1(a)(ii) or
                                    (b); or

                           (B)      Jupiters pursuant to clause 17.1(c).

                  Otherwise, termination of this Agreement by either TABCORP or
                  Jupiters will be without prejudice to the obligations of
                  TABCORP and Jupiters under clause 8.2(b).

         (d)      (WITHDRAWAL OF JUPITERS' ELECTION) Once Jupiters has made an
                  election pursuant to clause 5.3(b) of the RPS Terms in respect
                  of a request for conversion received by Jupiters under clause
                  4.2 of the RPS Terms, Jupiters must not, other than with the
                  prior consent of TABCORP or as contemplated by clause
                  8.2(a)(ii), withdraw, or seek to withdraw, that election.

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

8.3      RESPONSE TO SPECIAL CONVERSIONS

         (a)      (ELECTION BY JUPITERS ON SPECIAL CONVERSION) In respect of
                  each request for conversion received by Jupiters under clause
                  4.3 of the RPS Terms, Jupiters:

                  (i)      must make an election pursuant to and in accordance
                           with clause 5.4 of the RPS Terms, during the period
                           when that election may be made, to redeem the RPS to
                           which the request for conversion relates, unless the
                           making or implementation of such an election is
                           prohibited by any judgment, ruling, order or decree
                           of a Regulatory Authority binding on Jupiters; and

                  (ii)     (subject to clause 8.3(e)) may consent, pursuant to
                           clause 4.4 of the RPS Terms and at any time on or
                           before (but no later than) the Business Day
                           immediately preceding the record date for voting in
                           respect of the RPS Scheme, to the relevant RPS Holder
                           withdrawing that request for conversion (provided
                           that, if an election has already been made by
                           Jupiters pursuant to clause 5.4 of the RPS Terms, the
                           RPS Holder consents (if required), pursuant to clause
                           5.6 of the RPS Terms, to Jupiters withdrawing that
                           election). If Jupiters provides any such consent, it
                           must notify TABCORP on each occasion of that no later
                           than one Business Day after it provides that consent,
                           specifying the number of RPS to which the consent
                           relates.

         (b)      (NOTICE TO SUBSCRIBE) Jupiters must immediately notify TABCORP
                  on each occasion on which it makes an election pursuant to
                  clause 5.4 of the RPS Terms and must (in that notice)
                  immediately offer TABCORP and each Related Entity of TABCORP
                  the opportunity to subscribe for such number of:

                  (i)      RPS; or

                  (ii)     if the parties agree, other equity securities in
                           Jupiters (such securities being equity securities for
                           the purposes of the US Note Deed and not equity
                           interests under the 1997 Tax Act), on terms agreed by
                           the parties,

                  where the total cash subscription amount for those RPS or
                  other equity securities is at least the amount Jupiters is
                  required to pay to the relevant RPS Holder on redemption of
                  the RPS to which the election relates. To the extent that the
                  relevant request for conversion is withdrawn subsequently in
                  accordance with clause 8.3(a)(ii), then the offer by Jupiters
                  in accordance with this clause 8.3(b) will be deemed to have
                  been withdrawn.

         (c)      (SUBSCRIPTION BY TABCORP) Subject to clause 8.3(f), on the
                  Conversion Date (as defined in the RPS Terms) in respect of
                  the RPS subject to an election by Jupiters in accordance with
                  clause 8.3(a)(i), or such earlier date as the parties agree in
                  writing, TABCORP must subscribe for (or must procure that a
                  Related Entity of TABCORP subscribes for), and Jupiters must
                  allot and issue to TABCORP or to the relevant Related Entity
                  of TABCORP, the RPS or other equity securities referred to in
                  clause 8.3(b) (subject to the deemed withdrawal of the
                  relevant offer in accordance with that clause). TABCORP must
                  pay (or must procure that the relevant Related Entity of
                  TABCORP pays) to Jupiters the cash subscription amount for
                  those RPS or other equity securities referred to in clause
                  8.3(b) at the time of subscription. In the case of TABCORP or
                  a Related Entity of TABCORP subscribing for RPS, Jupiters must
                  promptly apply to ASX for official quotation of those RPS,
                  unless TABCORP agrees otherwise in writing. TABCORP's

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  obligations under this clause 8.3(c) are subject to the
                  Jupiters Shareholders having approved the allotment and issue
                  by Jupiters of the RPS, or other equity securities, to be
                  subscribed for pursuant to this clause 8.3(c) in accordance
                  with and for the purpose of ASX Listing Rule 7.1, or ASX
                  having granted a waiver of that approval requirement, and the
                  Regulatory Approvals referred to in paragraphs 1, 8, 9 and 10
                  of schedule 1 having been obtained in respect of that
                  allotment and issue (to the extent that such approvals or
                  waivers are required).

         (d)      (USE OF PROCEEDS) Jupiters must use the proceeds of any
                  subscription by TABCORP or a Related Entity of TABCORP in
                  accordance with clause 8.3(c) to fund for the purposes of
                  section 254K(b) of the Corporations Act the redemption by
                  Jupiters of the relevant RPS subject to an election by
                  Jupiters in accordance with clause 8.3(a)(i).

         (e)      (WITHDRAWAL OF CONVERSION REQUESTS OR ELECTIONS) TABCORP will
                  have no obligation under clause 8.3(c) to subscribe for RPS or
                  other equity securities in respect of an election by Jupiters
                  if the relevant request for conversion is first withdrawn by
                  the RPS Holder in accordance with clause 8.3(a)(ii). Jupiters
                  may not:

                  (i)      withdraw any election, and may not consent to the
                           relevant RPS Holder withdrawing the relevant request
                           for conversion, in relation to an RPS in respect of
                           which TABCORP or any Related Entity of TABCORP has
                           already subscribed for RPS or other equity securities
                           in accordance with clause 8.3(c); or

                  (ii)     withdraw, or seek to withdraw, an election pursuant
                           to clause 5.4 of the RPS Terms in respect of a
                           request for conversion received by Jupiters under
                           clause 4.3 of the RPS Terms, other than with the
                           prior consent of TABCORP or as contemplated by
                           clauses 8.3(a)(ii) and 8.3(e)(i).

         (f)      (EFFECT OF TERMINATION) TABCORP will have no obligation under
                  clause 8.3(c) to subscribe for RPS or other equity securities
                  in respect of an election by Jupiters in relation to an RPS
                  where:

                  (i)      this Agreement has been terminated by either party
                           prior to Jupiters making that election in accordance
                           with clause 8.3(a); or

                  (ii)     this Agreement has been terminated by:

                           (A)      TABCORP pursuant to clause 17.1(a)(ii) or
                                    (b); or

                           (B)      Jupiters pursuant to clause 17.1(c).

                  Otherwise, termination of this Agreement by either TABCORP or
                  Jupiters will be without prejudice to the obligations of
                  TABCORP and Jupiters under clause 8.3(c), (d) and (e).

8.4      APPLICATION AND AMENDMENT OF THE RPS TERMS

         Except to the extent set out in schedule 7:

         (a)      Jupiters will consult with TABCORP as to the application of
                  the RPS Terms and before the Jupiters Board exercises any
                  power or discretion pursuant to the RPS Terms; and

         (b)      Jupiters must consider in good faith any request by TABCORP
                  for the Jupiters Board to exercise a power or discretion
                  available to it pursuant to the RPS Terms, including any
                  discretion pursuant to clause 4.4 or 6.10 of the RPS Terms.

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

8.5      EXERCISE OF CONSTITUTIONAL POWERS

         (a)      Jupiters will, if reasonably requested by TABCORP, exercise
                  its powers pursuant to rule 7.4(a) of the constitution of
                  Jupiters to require the production of a statutory declaration
                  by any RPS Holder nominated by TABCORP, and will promptly
                  provide a copy of any such statutory declaration to TABCORP.

         (b)      Jupiters will procure that the Jupiters Board at all times
                  promptly exercises its powers pursuant to rules 6.3(a), 7.1,
                  7.2, 7.4(c) and (d) of the constitution of Jupiters. Jupiters
                  will also procure that the Jupiters Board at all times
                  exercises its powers pursuant to rule 6.3(b) of the
                  constitution of Jupiters in accordance with the requirements
                  of the Queensland Office of Gaming Regulation of the
                  Queensland Treasury Department.

         (c)      Jupiters will consult with TABCORP in relation to the
                  performance of its obligations under this clause 8.5 and
                  provide to TABCORP such information reasonably required by
                  TABCORP (including up-to-date information regarding holdings
                  of RPS from the Jupiters Share Register) for the purposes of
                  TABCORP making a request pursuant to clause 8.5(a). Jupiters
                  will immediately notify TABCORP upon it having reason to
                  believe that a breach of the Shareholding Restrictions under
                  the constitution of Jupiters has occurred.

8.6      ACKNOWLEDGEMENT BY TABCORP

         (a)      Subject to clause 8.6(b), TABCORP acknowledges that it accepts
                  the manner that Jupiters proposes to apply and amend the RPS
                  Terms, as set out in schedule 7, and will not solicit or
                  encourage any person to assert any manner or proposed manner
                  of applying or amending the RPS Terms which is inconsistent
                  with the proposed manner set out in schedule 7.

         (b)      TABCORP will be entitled to assert or accept (and to procure
                  or allow any of its Related Entities to assert or accept), and
                  Jupiters will not be entitled to prevent TABCORP or any of its
                  Related Entities asserting or accepting, any manner or
                  proposed manner of applying or amending the RPS Terms which is
                  inconsistent with the proposed manner set out in schedule 7
                  (such an assertion or acceptance being a CONTRARY APPROACH),
                  in either or both of the following circumstances:

                  (i)      where:

                           (A)      a person other than TABCORP, Jupiters or any
                                    of their respective Related Entities asserts
                                    before a competent Regulatory Authority any
                                    application of or amendment to the RPS Terms
                                    that is inconsistent with any aspect of, or
                                    is in addition to, the proposed manner of
                                    applying and amending the RPS Terms set out
                                    in schedule 7; and

                           (B)      the Contrary Approach is made in the course
                                    of the relevant proceedings before the
                                    Regulatory Authority; and

                           (C)      either TABCORP and Jupiters have agreed in
                                    writing the Contrary Approach or, after
                                    reasonable consultation in good faith,
                                    TABCORP and Jupiters have not agreed the
                                    Contrary Approach; or

                  (ii)     where:

                           (A)      a person other than TABCORP, Jupiters or any
                                    of their respective Related Entities
                                    successfully asserts before a competent
                                    Regulatory Authority any

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                                    application of or amendment to the RPS Terms
                                    that is inconsistent with any aspect of, or
                                    is in addition to, the proposed manner of
                                    applying and amending the RPS Terms set out
                                    in schedule 7; and

                           (B)      the Contrary Approach is made in response to
                                    that successful assertion.

         (c)      The benefit to each of Jupiters and TABCORP of this clause 8.6
                  will survive termination of this Agreement.

9.       TREATMENT OF JUPITERS OPTIONS

9.1      TREATMENT AFTER DATE OF AGREEMENT

         Except as otherwise agreed in writing by TABCORP, Jupiters will not,
         and will procure that each of the Jupiters Board and the Remuneration
         Committee of the Jupiters Board does not, as the case may be:

         (a)      make any determination pursuant to the definition of PEER
                  GROUP in rule 2.1, or pursuant to rule 3.2, 5.3(a), 5.3(b),
                  5.5(b) or 5.6(d), of the terms of the Jupiters Option Plan;

         (b)      provide any agreement contemplated by rule 6.2 of the terms of
                  the Jupiters Option Plan;

         (c)      resolve any question of fact or interpretation pursuant to
                  rule 9(b), or exercise any discretion pursuant to rule 9(c),
                  of the terms of the Jupiters Option Plan; or

         (d)      make any amendment to the terms of the Jupiters Option Plan,

         where, as a consequence, any one or more of the following occurs:

         (e)      the period for exercise of any Jupiters Option is extended;

         (f)      the number of Jupiters Options that are exercisable at any
                  time is increased;

         (g)      the earliest date for exercise of any Jupiters Option is
                  brought forward;

         (h)      the exercise price of any Jupiters Option is reduced; or

         (i)      the number of Jupiters Shares to be issued on exercise of any
                  Jupiters Option is increased.

         However, nothing in this clause 9.1 will prevent the Jupiters Board or
         the Remuneration Committee of the Jupiters Board from taking any action
         if the failure to perform that action would (in the reasonable opinion
         of the Jupiters Board or the Remuneration Committee of the Jupiters
         Board formed after having taken advice from its legal advisers and
         other appropriate advice) involve a breach of the duties of those
         directors.

9.2      EXERCISE OF DISCRETION IN RELATION TO TRANSACTION

         Jupiters will procure that the Remuneration Committee of the Jupiters
         Board determines in accordance with rules 5.5(b) and 5.6(b),
         respectively, of the Jupiters Option Plan to the effect that, in
         relation to any Jupiters Options which become exercisable under rule
         5.3(a)(i) of the Jupiters Option Plan as a result of the Ordinary
         Scheme being approved by the Court or becoming unconditional (whichever
         occurs later), those Jupiters Options:

         (a)      may be exercised during the period from (and including) the
                  date that the Ordinary Scheme is approved by the Court or
                  becomes unconditional (whichever occurs later) to the Record
                  Date for the Ordinary Scheme; and

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (b)      will not lapse on or before the Implementation Date for the
                  Option Scheme.

9.3      TREATMENT BEFORE DATE OF AGREEMENT

         Except as fully and fairly disclosed in the Disclosure Statement,
         Jupiters represents and warrants to TABCORP that each of Jupiters, the
         Jupiters Board and the Remuneration Committee of the Jupiters Board has
         not, prior to the date of this Agreement, taken any action contemplated
         by clause 9.1(a) to (d) to the extent that such action affects any
         Jupiters Option on issue as at the date of this Agreement.

10.      CENTREBET BUSINESS

10.1     CENTREBET SALE AGREEMENT

         Jupiters will use all reasonable endeavours to enter into and Complete,
         and to procure that the relevant Related Entities of Jupiters enter
         into and Complete, a Centrebet Sale Agreement as soon as practicable
         after the date of this Agreement, and in any event prior to 31 October
         2003. Jupiters will not, and will procure that each of its Related
         Entities do not, without the prior consent of TABCORP, enter into, or
         agree to enter into, any agreement, arrangement or understanding for
         the sale or other disposal of Centrebet, Centrebet (UK), the Centrebet
         Business or any of the Centrebet Assets, otherwise than on the terms of
         a Centrebet Sale Agreement.

10.2     CONSULTATION WITH TABCORP

         Jupiters must:

         (a)      make available to TABCORP the first draft of any Centrebet
                  Sale Agreement, and the first draft of any other agreement
                  related to or contemplated by the Centrebet Sale Agreement,
                  prior to (and so as to allow a reasonable time for TABCORP and
                  its Representatives to review and comment to Jupiters on the
                  drafts before) the distribution of those first drafts to any
                  potential purchasers of the Centrebet Business (POTENTIAL
                  PURCHASERS) and consider in good faith comments from TABCORP
                  and its Representatives on the drafts;

         (b)      make available to TABCORP the final draft of any Centrebet
                  Sale Agreement, and the final draft of any other agreement
                  related to or contemplated by the Centrebet Sale Agreement,
                  prior to (and so as to allow a reasonable time, and in any
                  case not less than 48 hours, for TABCORP and its
                  Representatives to review and comment to Jupiters on the
                  drafts before) the execution of those final drafts by Jupiters
                  and its relevant Related Entities and the relevant Potential
                  Purchaser and consider in good faith comments from TABCORP and
                  its Representatives on the drafts;

         (c)      keep TABCORP promptly and reasonably informed of developments
                  in the process for the Centrebet Sale, where those
                  developments have or may have an impact on the timing of the
                  Centrebet Sale Completion; and

         (d)      at TABCORP's reasonable request, provide TABCORP and its
                  Representatives access to the documents and other materials
                  which have been provided, or otherwise made available to, any
                  of the Potential Purchasers by Jupiters or any of its
                  Representatives (other than drafts of any Centrebet Sale
                  Agreement and any other agreements related to or contemplated
                  by the Centrebet Sale Agreement), except to the extent that
                  Jupiters

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  reasonably considers (acting in good faith and after taking
                  into account the commercial sensitivity of the relevant
                  information) that disclosure of those documents and other
                  materials to TABCORP will be materially prejudicial to the
                  commercial interests of the Centrebet Business.

10.3     CONDUCT OF CENTREBET BUSINESS BY JUPITERS

         Prior to the Effective Date for the Ordinary Scheme, subject to the
         operation of clause 10.1, Jupiters will be entitled to conduct, or to
         procure the conduct of, the Centrebet Business in such manner as it
         determines in its discretion, provided that:

         (a)      Jupiters will act in good faith having regard to the potential
                  that, if the Centrebet Sale Completion does not occur by 31
                  October 2003:

                  (i)      full legal and beneficial title to Centrebet, the
                           Centrebet Business and the Centrebet Assets will,
                           upon transfer of the Scheme Shares to TABCORP
                           Acquirer under the Ordinary Scheme, remain with the
                           group of companies comprising Jupiters and its
                           Related Entities, as contemplated by clause 10.4(b);
                           and

                  (ii)     TABCORP will be required to use reasonable endeavours
                           to enter into a Centrebet Sale Agreement, as
                           contemplated by clause 10.4(c);

         (b)      Jupiters will not, and will procure that Centrebet, Centrebet
                  (UK) and the other Related Entities of Jupiters do not, in
                  relation to the conduct of the Centrebet Business:

                  (i)      take any action or refrain from taking any action
                           where that would, or would be reasonably likely to,
                           result in Jupiters or any of its Related Entities
                           (other than Centrebet and Centrebet (UK)):

                           (A)      incurring any material liability or material
                                    indebtedness;

                           (B)      being deprived of any material benefit or
                                    material entitlement; or

                           (C)      being in breach in any material respect of a
                                    provision of a law or treaty or a judgment,
                                    ruling, order or decree of a Regulatory
                                    Authority binding on it, or any other
                                    document or agreement that is binding on it
                                    or its assets; or

                  (ii)     take any action or refrain from taking any action
                           where that would, or would be reasonably likely to,
                           result in Centrebet:

                           (A)      incurring any material liability or material
                                    indebtedness (other than where the
                                    responsibility for that liability or
                                    indebtedness is assumed by the purchaser
                                    under a Centrebet Sale Agreement); or

                           (B)      being in breach in any material respect of a
                                    provision of a law or treaty or a judgment,
                                    ruling, order or decree of a Regulatory
                                    Authority binding on it, or any other
                                    document or agreement that is binding on it
                                    or its assets,

                  other than, in any case, action or inaction that is:

                  (iii)    required or contemplated by this Agreement; or

                  (iv)     consistent with the manner in which the Centrebet
                           Business was being conducted prior to 30 March 2003;
                           or

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  (v)      required to capitalise up to $13 million of
                           intercompany loans from Jupiters to the Centrebet
                           Business; and

         (c)      Jupiters will not, and will procure that Centrebet, Centrebet
                  (UK) and the other Related Entities of Jupiters do not, make
                  any capital expenditure in connection with the Centrebet
                  Business after the date of this Agreement in excess of $2
                  million.

10.4     CONDUCT OF CENTREBET BUSINESS BY TABCORP

         (a)      (APPLICATION OF CLAUSE) If the Centrebet Sale Completion has
                  not occurred by 31 October 2003, then the following provisions
                  apply.

         (b)      (TITLE REMAINS) Subject to clause 10.4(c), full legal and
                  beneficial title to Centrebet, the Centrebet Business and the
                  Centrebet Assets will, upon transfer of the Scheme Shares to
                  TABCORP Acquirer under the Ordinary Scheme, remain with the
                  group of companies comprising Jupiters and its Related
                  Entities in the same form, and to the same extent, as such
                  title existed as at the Announcement Date (or in such other
                  form, and to such other extent, as TABCORP consents in
                  writing).

         (c)      (TABCORP TO ATTEMPT SALE) If, after having complied with
                  clause 10.1, Jupiters and its relevant Related Entities have
                  not entered into a Centrebet Sale Agreement prior to 31
                  October 2003, or a Centrebet Sale Agreement entered into by
                  Jupiters and its relevant Related Entities lapses or has been
                  terminated in accordance with its terms on or before that
                  date, then:

                  (i)      TABCORP will use reasonable endeavours to sell, or to
                           procure the sale of, Centrebet and Centrebet (UK) and
                           any other Centrebet Assets owned by Jupiters, or the
                           Centrebet Assets and the Centrebet Liabilities, to a
                           third party purchaser, by the entry into a Centrebet
                           Sale Agreement for that sale on or before 30 June
                           2004; and

                  (ii)     if, after having complied with clause 10.4(c)(i),
                           TABCORP or any relevant Related Entity of TABCORP
                           does not enter into a Centrebet Sale Agreement
                           contemplated by that clause on or before 30 June
                           2004, TABCORP will have no further obligation to take
                           any steps to sell Centrebet, Centrebet (UK), the
                           Centrebet Business, the Centrebet Assets or the
                           Centrebet Liabilities.

         (d)      (SUPERVISION OF CENTREBET SALE) TABCORP will ensure that,
                  subject to the overall supervision of the TABCORP Board in
                  accordance with the duties of those directors to TABCORP, the
                  negotiations for the entry into, and the implementation and
                  completion of, any Centrebet Sale pursuant to clause 10.4(c)
                  are conducted by, or under the supervision of, a committee of
                  the TABCORP Board comprising one director of TABCORP as at the
                  date of this Agreement and, to the extent that they remain
                  directors of TABCORP at the relevant time, the TABCORP
                  Invitees.

         (e)      (CONDUCT OF CENTREBET BUSINESS) TABCORP will, from the
                  Effective Date for the Ordinary Scheme, be entitled to
                  conduct, or to procure the conduct of, the Centrebet Business
                  in such manner as it determines in its discretion (including
                  in accordance with such probity requirements as may be
                  determined by the TABCORP Board from time to time), provided
                  that:

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  (i)      TABCORP will act in good faith having regard to the
                           potential economic interests of the Scheme
                           Shareholders in the Centrebet Business, by virtue of
                           the Centrebet Notes contemplated by paragraph 1.3 of
                           schedule 6; and

                  (ii)     any change made to the conduct of the Centrebet
                           Business between the Effective Date for the Ordinary
                           Scheme and the maturity date of the Centrebet Notes
                           contemplated by paragraph 1.3 of schedule 6 that:

                           (A)      was required by TABCORP or any of its
                                    Representatives (otherwise than in
                                    accordance with a Centrebet Sale Agreement);
                                    and

                           (B)      is reasonably likely to have a material
                                    adverse effect on the financial performance
                                    or the value of the Centrebet Business,

                           must be based on advice from Senior Counsel to the
                           effect that such change is necessary to avoid or
                           remedy any actual or potential breach of probity or
                           licensing requirements, or any applicable law or
                           regulation, in any jurisdiction in which TABCORP or
                           any of its Related Entities (including, following the
                           Effective Date for the Ordinary Scheme, Jupiters or
                           any of its Related Entities) conducts, or proposes to
                           conduct, business or operations.

10.5     DISTRIBUTION OF VALUE OF CENTREBET BUSINESS

         (a)      (METHOD A)  If:

                  (i)      a Centrebet Sale Agreement is entered into by
                           Jupiters and its relevant Related Entities, and the
                           Centrebet Sale Completion occurs, on or before 31
                           October 2003; and

                  (ii)     the Centrebet Tax Ruling Event occurs on or before 30
                           September 2003,

                  the Net Centrebet Proceeds (as defined in paragraph 2.1 of
                  schedule 6) will be distributed to Jupiters Shareholders by
                  implementation of the method in paragraph 1.1 of schedule 6.

         (b)      (METHOD B)  If:

                  (i)      a Centrebet Sale Agreement is entered into by
                           Jupiters and its relevant Related Entities, and the
                           Centrebet Sale Completion occurs, on or before 31
                           October 2003; and

                  (ii)     either:

                           (A)      the Centrebet Tax Ruling Event has not
                                    occurred on or before 30 September 2003; or

                           (B)      the ATO has provided a firm indication to
                                    Jupiters or any of its Representatives that
                                    the Commissioner of Taxation will not grant
                                    either or both of the Centrebet Class Ruling
                                    and the Centrebet Private Ruling,

                  the Net Centrebet Proceeds (as defined in paragraph 2.1 of
                  schedule 6) attributable to Scheme Shareholders will be
                  distributed to Scheme Shareholders by implementation of the
                  method in paragraph 1.2 of schedule 6.

         (c)      (METHOD C)  If:

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  (i)      a Centrebet Sale Agreement is entered into by
                           Jupiters and its relevant Related Entities on or
                           before 31 October 2003, but the Centrebet Sale
                           Completion does not occur on or before that date; or

                  (ii)     a Centrebet Sale Agreement has not been entered into
                           by Jupiters and its relevant Related Entities on or
                           before 31 October 2003,

                  the Net Centrebet Proceeds (as defined in paragraph 2.1 of
                  schedule 6) attributable to Scheme Shareholders will be
                  distributed to Scheme Shareholders by implementation of the
                  method in paragraph 1.3 of schedule 6.

11.      REPRESENTATIONS AND WARRANTIES

11.1     JUPITERS' REPRESENTATIONS

         Jupiters represents and warrants to TABCORP (on its own behalf and
         separately as trustee for each Representative of TABCORP) that, except
         as consented to by TABCORP:

         (a)      (STATUS) it, and each of its Related Entities, is a body
                  corporate duly incorporated under the laws of its jurisdiction
                  of incorporation or formation;

         (b)      (POWER FOR BUSINESS) it, and each of its Related Entities, has
                  the power to own its assets and to carry on its business as
                  now conducted or contemplated;

         (c)      (POWER FOR AGREEMENT) it has the corporate power to enter into
                  and perform or cause to be performed its obligations under
                  this Agreement and the Schemes and to carry out the
                  transactions contemplated by this Agreement and the Schemes;

         (d)      (CORPORATE AUTHORISATIONS) it has taken all necessary
                  corporate action to authorise the entry into and performance
                  of this Agreement and the Schemes and to carry out the
                  transactions contemplated by this Agreement and the Schemes;

         (e)      (AGREEMENT BINDING) this Agreement is its valid and binding
                  obligation enforceable in accordance with its terms, subject
                  to any necessary stamping;

         (f)      (TRANSACTIONS PERMITTED) the execution and performance by it
                  of this Agreement and the Schemes and each transaction
                  contemplated by this Agreement and the Schemes did not and
                  will not:

                  (i)      violate in any respect a provision of a law or treaty
                           or a judgment, ruling, order or decree of a
                           Regulatory Authority binding on it, or its
                           constitution or any other document or agreement that
                           is binding on it or its assets; or

                  (ii)     except as fully and fairly disclosed in the
                           Disclosure Statement and other than in relation to
                           any agreement or undertaking made available to
                           TABCORP and its Representatives as part of the
                           Jupiters Disclosure Material, give to any person any
                           rights of termination, amendment, acceleration or
                           cancellation of any agreement or undertaking by which
                           Jupiters or any of its Related Entities or any of
                           their respective assets are bound;

         (g)      (DISCLOSURE TO TABCORP) except as fully and fairly disclosed
                  in the Disclosure Statement, it has acted in good faith, and
                  used all reasonable endeavours, to ensure that it has
                  disclosed to TABCORP or its Representatives prior to the date
                  of this Agreement all

                                                                         Page 46
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  information which a prospective acquirer of the Jupiters
                  Shares and the RPS would reasonably require to make an
                  informed decision as to whether or not to proceed with such
                  acquisitions, including full details of all Material
                  Contracts, and, as at the date of this Agreement, it is not
                  aware of any material information relating to Jupiters or any
                  of its Related Entities or their respective businesses or
                  operations that has not been disclosed to TABCORP or its
                  Representatives;

         (h)      (PROVISION OF JUPITERS INFORMATION) the Jupiters Information:

                  (i)      will be provided or included in the Scheme Booklet in
                           good faith and on the understanding that TABCORP,
                           TABCORP Acquirer and TABCORP Issuer and each of the
                           Officers of TABCORP, TABCORP Acquirer and TABCORP
                           Issuer will rely on that information for the purposes
                           of considering and approving the TABCORP Information
                           in the Scheme Booklet and approving the entry by
                           TABCORP, TABCORP Acquirer and TABCORP Issuer into the
                           Deed Poll, and that the Independent Expert will rely
                           upon that information for the purpose of preparing
                           the independent expert's report for inclusion in the
                           Scheme Booklet (as the case may be); and

                  (ii)     will comply in all material respects with the
                           requirements of the Corporations Act, the ASX Listing
                           Rules and all relevant policy statements, practice
                           notes and other guidelines and requirements of ASIC;

         (i)      (JUPITERS INFORMATION TRUE) the Jupiters Information included
                  or incorporated by reference in the Scheme Booklet will not,
                  as at the date of dispatch of the Scheme Booklet to the
                  Jupiters Shareholders, the RPS Holders and the Jupiters
                  Optionholders or at the time of the Scheme Meetings, contain
                  any material statement which is misleading or deceptive nor
                  contain any material omission having regard to applicable
                  disclosure requirements;

         (j)      (UPDATE OF JUPITERS INFORMATION) it will, as a continuing
                  obligation, provide to TABCORP all such further or new
                  information of which it becomes aware (or ought reasonably to
                  have become aware, after making all reasonable and diligent
                  enquiries) that arises after the Scheme Booklet has been
                  dispatched until the date of the Scheme Meetings where that
                  may be necessary to ensure that there would be no breach of
                  clause 11.1(i) if it applied three Business Days after the
                  date upon which that information arose;

         (k)      (SECURITIES) its issued securities as at the date of this
                  Agreement are:

                  (i)      201,784,202 Jupiters Shares;

                  (ii)     1,901,735 RPS; and

                  (iii)    1,570,000 Jupiters Options,

                  and neither it nor any of its Related Entities is under any
                  obligation to issue any shares or securities convertible into
                  shares to any person and, except as specified above, no option
                  exists nor is Jupiters or any of its Related Entities subject
                  to any actual or contingent obligation to issue or convert
                  securities other than pursuant to the RPS and Jupiters Options
                  referred to above;

         (l)      (NO JUPITERS PRESCRIBED OCCURRENCE) other than as fully and
                  fairly disclosed in any written material made available to
                  TABCORP and its Representatives as part of the Jupiters

                                                                         Page 47
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  Disclosure Material, no member of the Jupiters Board, nor any
                  senior executive of Jupiters, is aware as at the date of this
                  Agreement (having made reasonable inquiries) of any Jupiters
                  Prescribed Occurrence having occurred between the Announcement
                  Date and the date of this Agreement;

         (m)      (SPECIAL DIVIDEND) it has, and will have as at the
                  Implementation Date for the Ordinary Scheme, sufficient
                  profits for the purposes of section 254T of the Corporations
                  Act to pay the Special Dividend, and the payment of the
                  Special Dividend will not cause Jupiters' franking account to
                  be in deficit (within the meaning of section 205-40 of the
                  1997 Tax Act) at the end of the income year in which the
                  Special Dividend is paid and will, subject to TABCORP
                  complying with its obligations under clause 4.4(b), be
                  consistent with its obligations under the US Note Deed;

         (n)      (CENTREBET DIVIDEND) in the case of implementation of the
                  method in paragraph 1.1 of schedule 6, it will have as at the
                  date of declaration by the Jupiters Board of the Centrebet
                  Dividend, and as at the Implementation Date for the Ordinary
                  Scheme, sufficient profits for the purposes of section 254T of
                  the Corporations Act to declare and pay (respectively) the
                  Centrebet Dividend, and the payment of the Centrebet Dividend
                  will not cause Jupiters' franking account to be in deficit
                  (within the meaning of section 205-40 of the 1997 Tax Act) at
                  the end of the income year in which the Centrebet Dividend is
                  paid and will, subject to TABCORP complying with its
                  obligations under paragraph 1.1(f) of schedule 6, be
                  consistent with its obligations under the US Note Deed;

         (o)      (CENTREBET ASSETS AND CENTREBET LIABILITIES) as at the date of
                  this Agreement and immediately before the Centrebet Sale
                  Completion, the Centrebet Assets are used exclusively in the
                  Centrebet Business and are not used in, and do not otherwise
                  relate to, the business or operations of Jupiters or any
                  Related Entity of Jupiters (other than Centrebet and Centrebet
                  (UK)), and the Centrebet Liabilities (together with the
                  intercompany loans referred to in clause 10.3(b)(v), salary
                  bonuses contingently payable for the year ending 30 June 2003
                  in accordance with the employment terms of the Centrebet
                  Employees and in the ordinary and usual course of the
                  Centrebet Business as it was conducted prior to 30 March 2003,
                  any income tax liability of Centrebet or in respect of the
                  conduct of the Centrebet Business incurred in the ordinary and
                  usual course of business and unrelated to the Centrebet Sale,
                  and any other material liability incurred after the date of
                  this Agreement where the responsibility for that liability has
                  been assumed by the purchaser under a Centrebet Sale
                  Agreement) constitute the material liabilities (whether actual
                  or contingent) of Centrebet and the Centrebet Business; and

         (p)      (CENTREBET EMPLOYEES) as at the date of this Agreement, the
                  Centrebet Employees are (together with the persons listed in
                  section 2 of Part D of schedule 5) all of the persons employed
                  by Jupiters or any of its Related Entities principally in
                  connection with the Centrebet Business.

11.2     TABCORP'S REPRESENTATIONS

         TABCORP represents and warrants to Jupiters that, except as consented
         to by Jupiters:

         (a)      (STATUS OF TABCORP) it is a body corporate duly incorporated
                  under the laws of Australia;

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (b)      (STATUS OF TABCORP ACQUIRER AND TABCORP ISSUER) each of
                  TABCORP Acquirer and TABCORP Issuer is, or will be when
                  nominated by TABCORP, a body corporate duly incorporated under
                  the laws of Australia and is, or will be when nominated by
                  TABCORP, a wholly-owned Related Entity of TABCORP;

         (c)      (POWER OF TABCORP FOR AGREEMENT) it has the corporate power to
                  enter into and perform or cause to be performed its
                  obligations under this Agreement and the Schemes and to carry
                  out the transactions contemplated by this Agreement and the
                  Schemes to be carried out by TABCORP;

         (d)      (POWER OF TABCORP ACQUIRER AND TABCORP ISSUER FOR SCHEMES)
                  each of TABCORP Acquirer and TABCORP Issuer has, or will have
                  when nominated by TABCORP, the corporate power to carry out
                  the transactions contemplated by the Schemes to be carried out
                  by TABCORP Acquirer or TABCORP Issuer (as the case may be);

         (e)      (CORPORATE AUTHORISATIONS FOR TABCORP) it has taken all
                  necessary corporate action to authorise the entry into and
                  performance of this Agreement and the Schemes and to carry out
                  the transactions contemplated by this Agreement and the
                  Schemes to be carried out by TABCORP;

         (f)      (CORPORATE AUTHORISATIONS FOR TABCORP ACQUIRER AND TABCORP
                  ISSUER) each of TABCORP Acquirer and TABCORP Issuer has, or
                  will have when nominated by TABCORP, taken all necessary
                  corporate action to carry out the transactions contemplated by
                  the Schemes to be carried out by TABCORP Acquirer or TABCORP
                  Issuer (as the case may be);

         (g)      (AGREEMENT BINDING) this Agreement is its valid and binding
                  obligation enforceable in accordance with its terms, subject
                  to any necessary stamping;

         (h)      (TRANSACTIONS PERMITTED) the execution and performance by it
                  of this Agreement and the Schemes and each transaction
                  contemplated by this Agreement and the Schemes did not and
                  will not:

                  (i)      violate in any respect a provision of a law or treaty
                           or a judgment, ruling, order or decree of a
                           Regulatory Authority binding on it, or its
                           constitution or any other document or agreement that
                           is binding on it or its assets; or

                  (ii)     except as fully and fairly disclosed to Jupiters or
                           its Representatives in accordance with clause
                           11.2(i), give to any person any rights of
                           termination, amendment, acceleration or cancellation
                           of any agreement or undertaking by which TABCORP or
                           any of its Related Entities or any of their
                           respective assets are bound;

         (i)      (DISCLOSURE TO JUPITERS) it has acted in good faith, and used
                  all reasonable endeavours, to ensure that it has disclosed to
                  Jupiters or its Representatives prior to the date of this
                  Agreement all information which a prospective acquirer of 48
                  million TABCORP Shares would reasonably require to make an
                  informed decision as to whether or not to proceed with such
                  acquisition;

         (j)      (PROVISION OF TABCORP INFORMATION) the TABCORP Information:

                  (i)      will be provided in good faith and on the
                           understanding that Jupiters and each of the Officers
                           of Jupiters will rely on that information for the
                           purposes of preparing

                                                                         Page 49
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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                           the Scheme Booklet and proposing the Schemes, and
                           that the Independent Expert will rely upon that
                           information for the purpose of preparing the
                           independent expert's report for inclusion in the
                           Scheme Booklet (as the case may be); and

                  (ii)     will comply in all material respects with the
                           requirements of the Corporations Act, the ASX Listing
                           Rules and all relevant policy statements, practice
                           notes and other guidelines and requirements of ASIC;

         (k)      (TABCORP INFORMATION TRUE) the TABCORP Information included or
                  incorporated by reference in the Scheme Booklet will not, as
                  at the date of dispatch of the Scheme Booklet to the Jupiters
                  Shareholders, the RPS Holders and the Jupiters Optionholders,
                  contain any material statement which is misleading or
                  deceptive nor contain any material omission having regard to
                  applicable disclosure requirements;

         (l)      (UPDATE OF TABCORP INFORMATION) it will, as a continuing
                  obligation, provide to Jupiters all such further or new
                  information of which it becomes aware (or ought reasonably to
                  have become aware, after making all reasonable and diligent
                  enquiries) that arises after the Scheme Booklet has been
                  dispatched until the date of the Scheme Meetings where that
                  may be necessary to ensure that there would be no breach of
                  clause 11.2(k) if it applied three Business Days after the
                  date upon which that information arose;

         (m)      (SECURITIES) its issued securities as at the date of this
                  Agreement are:

                  (i)      365,556,521 TABCORP Shares; and

                  (ii)     3,305,500 options to subscribe for TABCORP Shares,

                  and neither it nor any of its Related Entities is under any
                  obligation to issue any shares or securities convertible into
                  shares to any person and, except as specified above, no option
                  exists nor is TABCORP or any of its Related Entities subject
                  to any actual or contingent obligation to issue or convert
                  securities other than pursuant to the options referred to
                  above; and

         (n)      (NO TABCORP PRESCRIBED OCCURRENCE) between the Announcement
                  Date and the date of this Agreement, no TABCORP Prescribed
                  Occurrence has occurred.

11.3     TIMING OF REPRESENTATIONS

         Each representation and warranty made under this clause 11 is made as
         at the date of this Agreement and, unless otherwise expressly stated,
         as at 8.00am on the Second Court Date.

11.4     RELIANCE BY PARTIES

         Each party (the REPRESENTOR) acknowledges that in entering into this
         Agreement the other party has relied on the representations and
         warranties provided by the representor under this clause 11. The
         representations and warranties provided by the representor are not
         extinguished or affected by any investigation made by or on behalf of
         the other party into the affairs or business of the representor or its
         Related Entities.

11.5     SURVIVAL OF REPRESENTATIONS

         The representations and warranties provided by each party under this
         clause 11:

         (a)      are severable;

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (b)      will survive the termination of this Agreement; and

         (c)      are given with the intent that liability under them will not
                  be confined to breaches of them discovered prior to the date
                  of termination of this Agreement.

12.      INDEMNITIES

12.1     JUPITERS' INDEMNITY

         Subject to section 199A of the Corporations Act, Jupiters agrees with
         TABCORP (on TABCORP's own behalf and separately as trustee on behalf of
         each Representative of TABCORP) to indemnify and keep indemnified
         TABCORP and its Representatives from and against all claims, actions,
         proceedings, liabilities, obligations, damages, loss, harm, charges,
         costs, expenses, duties and other outgoings of whatever nature and
         however arising which they may suffer or incur by reason of or in
         relation to:

         (a)      a breach by Jupiters of any of the representations and
                  warranties in clause 11.1;

         (b)      any breach by Jupiters of any covenant or undertaking on the
                  part of Jupiters under this Agreement or the Schemes; or

         (c)      any failure by Jupiters to comply with any obligation of
                  Jupiters under this Agreement or the Schemes.

         This clause 12.1 must be read down to the extent necessary to ensure
         that there is no breach of section 199A of the Corporations Act.

12.2     TABCORP'S INDEMNITY

         Subject to section 199A of the Corporations Act, TABCORP agrees with
         Jupiters (on Jupiters' own behalf and separately as trustee on behalf
         of each Representative of Jupiters) to indemnify and keep indemnified
         Jupiters and its Representatives from and against all claims, actions,
         proceedings, liabilities, obligations, damages, loss, harm, charges,
         costs, expenses, duties and other outgoings of whatever nature and
         however arising which they may suffer or incur by reason of or in
         relation to:

         (a)      a breach by TABCORP of any of the representations and
                  warranties in clause 11.2;

         (b)      any breach by TABCORP of any covenant or undertaking on the
                  part of TABCORP under this Agreement or the Schemes; or

         (c)      any failure by TABCORP to comply with any obligation of
                  TABCORP under this Agreement or the Schemes.

         This clause 12.2 must be read down to the extent necessary to ensure
         that there is no breach of section 199A of the Corporations Act.

12.3     SURVIVAL OF INDEMNITIES

         Each indemnity provided by each party under this clause 12 will:

         (a)      be severable;

         (b)      be a continuing obligation;

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (c)      constitute a separate and independent obligation of the party
                  giving the indemnity from any other obligations of that party
                  under this Agreement; and

         (d)      survive the termination of this Agreement.

13.      CONFIDENTIALITY

         Each party must comply, and must procure that its Representatives
         comply, with the terms of the Confidentiality & Standstill Agreement.
         For the purposes of the Confidentiality & Standstill Agreement, each
         party consents to the use of, and the disclosure on a confidential
         basis to a Regulatory Authority of, its confidential information for
         the purposes of satisfying any Condition and the implementation of the
         transactions contemplated by this Agreement. Nothing in this clause 13
         derogates from a party's obligations to comply with clause 16.

14.      EXCLUSIVITY

14.1     EXCLUSIVITY

         Subject to clauses 14.3 and 14.4, during the Exclusivity Period,
         Jupiters must not, and must use its best endeavours to ensure that its
         Representatives do not, except with the prior consent of TABCORP:

         (a)      solicit, encourage or invite, directly or indirectly, any
                  enquiries, discussions or proposals in relation to, or which
                  may reasonably be expected to lead to, a Third Party Proposal;

         (b)      initiate any discussions or negotiations in relation to, or
                  which may reasonably be expected to lead to, a Third Party
                  Proposal or which might otherwise lead to the Transaction not
                  proceeding;

         (c)      enter into any agreement, arrangement or understanding in
                  relation to or which may reasonably be expected to lead to a
                  Third Party Proposal (other than confidentiality arrangements
                  on ordinary commercial terms in relation to the Third Party
                  Proposal); or

         (d)      communicate to any person an intention to do any of the things
                  referred to in clauses 14.1(a) to (c).

14.2     NOTIFICATION OF APPROACHES

         During the Exclusivity Period, Jupiters will promptly advise TABCORP
of:

         (a)      any approach, inquiry or proposal made to, and any attempt to
                  initiate negotiations or discussions with, Jupiters or any of
                  its Representatives with respect to any Third Party Proposal,
                  whether unsolicited or otherwise;

         (b)      any request for information relating to Jupiters or any of its
                  Related Entities or any of their businesses or operations or
                  any request for access to the books or records of Jupiters or
                  any of its Related Entities, which Jupiters has reasonable
                  grounds to suspect may relate to a current or future Third
                  Party Proposal;

         (c)      any provision by Jupiters or any of its Representatives of any
                  information relating to Jupiters or any of its Related
                  Entities or any of their businesses or operations to any
                  person in connection with or for the purposes of a current or
                  future Third Party Proposal; and

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (d)      any action by Jupiters, or any intention of Jupiters to take
                  any action, in reliance on clause 14.4,

         but nothing in this clause 14.2 will require Jupiters to disclose to
         TABCORP the identity of any person taking any action referred to in
         clause 14.2(a) or (b) or receiving any information referred to in
         clause 14.2(c).

14.3     NORMAL PROVISION OF INFORMATION

         Nothing in this clause 14 prevents Jupiters from:

         (a)      providing information to its Representatives;

         (b)      providing information required to be provided to ASX; or

         (c)      making presentations to brokers, portfolio investors and
                  analysts in the ordinary and usual course of business.

14.4     EXCEPTIONS TO EXCLUSIVITY

         Jupiters may undertake any action that would otherwise be prohibited by
         clause 14.1(c) or (d) (to the extent that it relates to clause 14.1(c))
         in relation to a bona fide Third Party Proposal which was not solicited
         by Jupiters and was not otherwise brought about as a result of any
         breach by Jupiters of its obligations under this clause 14, where:

         (a)      the Third Party Proposal is made by a person who is of
                  reputable commercial standing; and

         (b)      the Jupiters Board, acting in good faith, determines after
                  having taken advice from its financial and legal advisers that
                  the Third Party Proposal is, or is reasonably likely to result
                  in a proposal by the person making the Third Party Proposal
                  that is:

                  (i)      reasonably capable of being valued and completed,
                           taking into account all aspects of the Third Party
                           Proposal or the proposal and the person making it;
                           and

                  (ii)     more favourable from a financial point of view to the
                           Jupiters Shareholders than the Ordinary Scheme,
                           taking into account all the terms and conditions of
                           the Third Party Proposal or the proposal.

15.      PAYMENT OF LIQUIDATED AMOUNT

15.1     RATIONALE

         Each of TABCORP and Jupiters acknowledges, for the purposes of this
         clause 15, as follows.

         (a)      That the other party (and its Related Entities) will incur
                  significant costs if the Ordinary Scheme is not implemented in
                  accordance with this Agreement, including (as appropriate):

                  (i)      reasonable advisory costs (including costs of
                           Advisers other than success fees);

                  (ii)     reasonable out-of-pocket expenses including air
                           fares, hotel accommodation, and costs of convening
                           and holding shareholder or optionholder meetings;


                  (iii)    commitment fees and other financing costs; and

                  (iv)     reasonable costs of the Independent Expert,

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  (such costs being, in the case of TABCORP, the TABCORP
                  PREPARATORY COSTS and, in the case of Jupiters, the JUPITERS
                  PREPARATORY COSTS).

         (b)      In the circumstances referred to in clause 15.1, each of
                  Jupiters and TABCORP has required the inclusion of this clause
                  15, in the absence of which it would not have entered into
                  this Agreement or otherwise agreed to implement the Ordinary
                  Scheme.

         (c)      Each of Jupiters and TABCORP (and the Jupiters Board and the
                  TABCORP Board) believe that the Ordinary Scheme will provide
                  significant benefits to it and its members and that it is
                  reasonable and appropriate that it agrees to the inclusion of
                  this clause 15, in order to:

                  (i)      secure the other party's execution of this Agreement
                           and its agreement to implement the Ordinary Scheme;
                           and

                  (ii)     reimburse the other party for the costs and losses
                           incurred by it and its Related Entities in the
                           circumstances set out in clause 15.2.

         (d)      Each of Jupiters and TABCORP acknowledges and agrees that the
                  amount payable by it pursuant to clause 15.2 is an amount that
                  is less than its genuine pre-estimate of, respectively, the
                  Jupiters Preparatory Costs and the TABCORP Preparatory Costs.

15.2     PAYMENT

         (a)      (PAYMENT BY JUPITERS)  If:

                  (i)      a Third Party Proposal is announced or made on or
                           before the Quit Date and within 12 months after the
                           date of the announcement or making of the Third Party
                           Proposal the person announcing or making the Third
                           Party Proposal has (together with its associates) a
                           relevant interest in at least 50% of the issued
                           ordinary shares of Jupiters or any of its Related
                           Entities, or acquires, directly or indirectly
                           (including by way of joint venture or dual listed
                           company structure) an interest in all or a
                           substantial part of the business or assets of
                           Jupiters or any of its Related Entities, or acquires
                           control of or merges or amalgamates with Jupiters or
                           any of its Related Entities;

                  (ii)     the Jupiters Board fails to recommend, or withdraws
                           its recommendation of, the Ordinary Scheme or the
                           Transaction or makes a public statement that it no
                           longer supports the Ordinary Scheme or the
                           Transaction, other than:

                           (A)      in relation to the Ordinary Scheme, in any
                                    case in accordance with clause 7.4(b)
                                    (provided that Jupiters demonstrates to
                                    TABCORP that the dominant reason or reasons
                                    of the Independent Expert for giving an
                                    opinion that the Ordinary Scheme is not in
                                    the best interests of the Jupiters
                                    Shareholders does not or do not include the
                                    existence of a bona fide Third Party
                                    Proposal, which Third Party Proposal is
                                    (either at that time or subsequently)
                                    publicly announced, and also publicly
                                    recommended by the Jupiters Board); and

                           (B)      in relation to the RPS Scheme, in any case
                                    in accordance with clause 7.4(c), (d) or
                                    (e);

                  (iii)    the Jupiters Board publicly recommends that a Third
                           Party Proposal is in the interests of Jupiters and
                           its members;

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  (iv)     ASIC raises an objection to the Ordinary Scheme as a
                           result of a material non-compliance by Jupiters with
                           any of its obligations under this Agreement and that
                           objection prevents the Ordinary Scheme from
                           proceeding;

                  (v)      the Court fails to approve the terms of the Ordinary
                           Scheme for which the approval of the Jupiters
                           Shareholders has been obtained as a result of a
                           material non-compliance by Jupiters with any of its
                           obligations under this Agreement;

                  (vi)     the Effective Date for the Ordinary Scheme has not
                           occurred prior to the Quit Date as a consequence of a
                           material non-compliance by Jupiters with any of its
                           obligations under this Agreement; or

                  (vii)    TABCORP terminates this Agreement in accordance with
                           the provisions of clause 17.1(a)(ii),

                  then, subject to this Agreement, Jupiters must pay to TABCORP
                  the amount of $12.2 million (exclusive of GST) as compensation
                  for the TABCORP Preparatory Costs. For the avoidance of doubt,
                  that compensation for the TABCORP Preparatory Costs will not
                  be payable if Jupiters terminates this Agreement pursuant to
                  clause 3.7 or 17.1(a).

         (b)      (PAYMENT BY TABCORP) If:

                  (i)      the Effective Date for the Ordinary Scheme has not
                           occurred prior to the Quit Date as a consequence of a
                           material non-compliance by TABCORP with any of its
                           obligations under this Agreement;

                  (ii)     Jupiters terminates this Agreement in accordance with
                           the provisions of clause 17.1(a)(ii);

                  (iii)    ASIC raises an objection to the Ordinary Scheme as a
                           result of a material non-compliance by TABCORP with
                           any of its obligations under this Agreement and that
                           objection prevents the Ordinary Scheme from
                           proceeding;

                  (iv)     the Court fails to approve the terms of the Ordinary
                           Scheme for which the approval of the Jupiters
                           Shareholders has been obtained as a result of a
                           material non-compliance by TABCORP with any of its
                           obligations under this Agreement; or

                  (v)      TABCORP terminates this Agreement in accordance with
                           clause 3.7(a) on the basis of the Condition in clause
                           3.1(k), other than in circumstances where TABCORP
                           demonstrates to Jupiters that the dominant reason of
                           the relevant lenders for the non-satisfaction of the
                           relevant conditions precedent to the commitment
                           letter or the loan facilities is the occurrence of a
                           material adverse change in the business or financial
                           condition of Jupiters and its Related Entities (taken
                           as a whole), whether or not non-satisfaction of the
                           relevant conditions precedent also arises as a result
                           of other matters or events,

                  then, subject to this Agreement, TABCORP must pay to Jupiters
                  the amount of $7.5 million (exclusive of GST) as compensation
                  for the Jupiters Preparatory Costs. For the avoidance of
                  doubt, that compensation for the Jupiters Preparatory Costs
                  will not be payable if TABCORP terminates this Agreement
                  pursuant to clause 3.7 (other than as contemplated by clause
                  15.2(b)(v)) or 17.1(a), (b) or (d).

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

15.3     COMPLIANCE WITH LAW

         (a)      If a court, arbitral tribunal or the Australian Takeovers
                  Panel determines that the agreement by each of Jupiters and
                  TABCORP to make the payment, or the making of any payment, to
                  the other pursuant to clause 15.2:

                  (i)      constituted, or constitutes, or would constitute, a
                           breach of the fiduciary or statutory duties of the
                           Jupiters Board to Jupiters or of the TABCORP Board to
                           TABCORP (as the case may be); or

                  (ii)     constituted, or constitutes, or would constitute,
                           unacceptable circumstances within the meaning of the
                           Corporations Act; or

                  (iii)    was, or is, or would be, unlawful for any other
                           reason,

                  then, to that extent (and only to that extent), Jupiters or
                  TABCORP will not be obliged to make that payment and Jupiters
                  or TABCORP (as the case may be) must refund to TABCORP or
                  Jupiters (as the case may be) that payment if already made. To
                  the extent reasonably possible, Jupiters or TABCORP must
                  ensure that any such determination applies only to the extent
                  that the payment is made or to be made in excess of the amount
                  of the actual costs incurred, directly or indirectly, by
                  TABCORP or Jupiters (as the case may be) and its Related
                  Entities as a result of the Ordinary Scheme not being
                  implemented in accordance with this Agreement (including those
                  described in clause 15.1(a)).

         (b)      Each of Jupiters and TABCORP must not make, nor may it cause
                  or permit to be made, any application to a court, arbitral
                  tribunal or the Australian Takeovers Panel for or in relation
                  to a determination referred to in clause 15.3(a).

15.4     DEMAND AND TIME FOR PAYMENT

         Any demand for payment under clause 15.2 must be in writing. Payment
         under clause 15.2 must be made by Jupiters or TABCORP (as the case may
         be) within seven business days of receipt of the demand by the other
         party.

15.5     CLAUSE WITHOUT PREJUDICE

         Nothing in this clause affects any rights a party may have against the
         other party in the event of any breach of this Agreement by the other
         party.

16.      PUBLIC ANNOUNCEMENTS

16.1     PUBLIC ANNOUNCEMENTS

         Subject to clause 16.2, no public announcement or disclosure of the
         Transaction or any other transaction the subject of this Agreement or
         any Scheme may be made other than in a form approved by each party
         (acting reasonably), but each party must use all reasonable endeavours
         to provide such approval as soon as practicable. This clause 16.1 will
         not apply to any public announcement or disclosure made by Jupiters
         regarding the disposal of the Centrebet Business, provided that
         Jupiters has otherwise complied with, and the announcement is
         consistent with, clause 10.

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

16.2     REQUIRED DISCLOSURE

         Where a party is required by law or the ASX Listing Rules to make any
         announcement or to make any disclosure in connection with the
         Transaction or any other transaction the subject of this Agreement or
         any Scheme, it may do so only after it has given at least one Business
         Day's notice, or such lesser period as may be required or permitted by
         the effect of a legal obligation, but in any event prior notice, to the
         other party and has consulted with the other party and its legal
         advisers and taken all reasonable steps to restrict that disclosure to
         the greatest extent possible.

16.3     STATEMENTS ON TERMINATION

         The parties must act in good faith and use all reasonable endeavours to
         issue an agreed statement or statements in respect of any termination
         of negotiations provided for in this Agreement and will make no
         statements or disclosure in respect of the termination of this
         Agreement except in accordance with clauses 16.1 and 16.2.

17.      TERMINATION

17.1     TERMINATION

         Without prejudice to any other rights of termination under this
         Agreement:

         (a)      either party may terminate this Agreement by notice to the
                  other party if:

                  (i)      the Effective Date for the Ordinary Scheme does not
                           occur on or before the Quit Date (other than as the
                           result of a breach by that party of its obligations
                           under this Agreement);

                  (ii)     the other party is in material breach of its
                           obligations under this Agreement (including any
                           material breach of a representation or warranty
                           provided under this Agreement) at any time before the
                           Second Court Date and has not rectified that breach
                           within 5 Business Days (or any shorter period ending
                           at 5.00pm on the day before the Second Court Date)
                           after it is given notice by the first party
                           specifying that breach and requiring it to be
                           rectified;

                  (iii)    at the Scheme Meeting relating to the Ordinary Scheme
                           or any adjournment or postponement thereof at which
                           the Ordinary Scheme is voted on, the Ordinary Scheme
                           is not approved by the necessary majorities of the
                           Jupiters Shareholders; or

                  (iv)     any court or Regulatory Authority has issued any
                           order, decree or ruling or taken any other action
                           permanently enjoining, restraining or otherwise
                           prohibiting the Ordinary Scheme, or has refused to do
                           anything necessary to permit the Ordinary Scheme, and
                           such order, decree, ruling or other action has become
                           final and not appealable;

         (b)      TABCORP may terminate this Agreement at any time prior to the
                  Second Court Date by notice to Jupiters if the Jupiters Board
                  withdraws its recommendation of the Ordinary Scheme (whether
                  alone or together with any other Scheme or the Transaction as
                  a whole) or makes a public statement that it no longer
                  supports the Ordinary Scheme (whether alone or together with
                  any other Scheme or the Transaction as a whole);

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (c)      Jupiters may terminate this Agreement at any time prior to the
                  Second Court Date by notice to TABCORP if a bona fide Third
                  Party Proposal is publicly announced which the Jupiters Board,
                  acting in good faith, determines after having taken advice
                  from its financial and legal advisers is:

                  (i)      reasonably capable of being valued and completed,
                           taking into account all aspects of the Third Party
                           Proposal; and

                  (ii)     more favourable from a financial point of view to the
                           Jupiters Shareholders than the Ordinary Scheme,
                           taking into account all the terms and conditions of
                           the Third Party Proposal,

                  and the Jupiters Board publicly recommends that the Third
                  Party Proposal is in the interests of Jupiters and its
                  members; and

         (d)      TABCORP may terminate this Agreement at any time prior to the
                  orders of the Court approving the Ordinary Scheme having been
                  made by notice to Jupiters if any judgment, ruling, order or
                  decree of a Regulatory Authority binding on Jupiters or
                  TABCORP prohibits the making or implementation of any election
                  by Jupiters in accordance with clause 8.2(a)(i) or 8.3(a)(i),
                  or both.

17.2     NOTICE OF BREACH

         Each party must give notice to the other party as soon as practicable
         after it becomes aware of a breach by it of its obligations under this
         Agreement (including any breach of a representation or warranty
         provided under this Agreement).

17.3     EFFECT OF TERMINATION

         In the event of termination of this Agreement by either TABCORP or
         Jupiters pursuant to this clause 17 or clause 3.7, each party:

         (a)      will be released from its obligations under this Agreement
                  (except its obligations under clauses 8.2(b) (subject to
                  clause 8.2(c)), 8.3(c) (subject to clause 8.3(f)), 8.6, 12,
                  13, 15, 16.3, 18 and 19.9); and

         (b)      will retain the rights it has or may have against the other
                  party in respect of any past breach of this Agreement.

18.      GST

18.1     DEFINITIONS

         In this clause 18:

         CONSIDERATION has the meaning given by the GST Law.

         GST has the meaning given by the GST Law.

         GST AMOUNT means in relation to a Taxable Supply the amount of GST
         payable in respect of that Taxable Supply.

         GST GROUP has the meaning given by the GST Law.

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         GST LAW has the meaning given by the A New Tax System (Goods and
         Services Tax) Act 1999 (Cth), or, if that Act does not exist means any
         Act imposing or relating to the imposition or administration of a goods
         and services tax in Australia and any regulation made under that Act.

         INPUT TAX CREDIT has the meaning given by the GST Law and a reference
         to an Input Tax Credit entitlement of a party includes an Input Tax
         Credit for an acquisition made by that party but to which another
         member of the same GST Group is entitled under the GST Law.

         RECIPIENT has the meaning given by the GST Law.

         TAX INVOICE has the meaning given by the GST Law.

         TAXABLE SUPPLY has the meaning given by the GST Law excluding the
         reference to section 84-5 of the A New Tax System (Goods and Services
         Tax) Act 1999 (Cth).

18.2     GST TO BE ADDED TO AMOUNTS PAYABLE

         If GST is payable on a Taxable Supply made under, by reference to or in
         connection with this Agreement, the party providing the Consideration
         for that Taxable Supply must also pay the GST Amount as additional
         Consideration. This clause does not apply to the extent that the
         Consideration for the Taxable Supply is expressly stated to be GST
         inclusive. Payment of the GST Amount is conditional upon the prior
         delivery to the Recipient of the supply of a valid Tax Invoice.

18.3     LIABILITY NET OF GST

         Any reference in the calculation of Consideration or of any indemnity,
         reimbursement or similar amount to a cost, expense or other liability
         incurred by a party, must exclude the amount of any Input Tax Credit
         entitlement of that party in relation to the relevant cost, expense or
         other liability. A party will be assumed to have an entitlement to a
         full Input Tax Credit unless it demonstrates otherwise prior to the
         date on which the Consideration must be provided.

18.4     COST EXCLUSIVE OF GST

         Any reference in this Agreement (other than in the calculation of
         Consideration) to cost, expense or other similar amount (COST), is a
         reference to that Cost exclusive of GST.

18.5     GST OBLIGATIONS TO SURVIVE TERMINATION

         This clause 18 will continue to apply after expiration or termination
         of this Agreement.

19.      MISCELLANEOUS

19.1     NOTICES

         Any notice, demand, consent or other communication (a NOTICE) given or
         made under this Agreement:

         (a)      must be in writing and signed by a person duly authorised by
                  the sender;

         (b)      must be delivered to the intended recipient by prepaid post or
                  by hand or fax to the address or fax number below or the
                  address (being an address in Australia) or fax number last
                  notified by the intended recipient to the sender:

                  (i)      to TABCORP:       TABCORP Holdings Limited

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                                             5 Bowen Crescent
                                             Melbourne Victoria 3000
                                             Attention: The Company Secretary
                                             Fax No: (03) 9868 2726

                  (ii)     to Jupiters:      Jupiters Limited
                                             Level 9, Niecon Tower
                                             17 Victoria Avenue
                                             Broadbeach Queensland 4218
                                             Attention: The Company Secretary
                                             Fax No: (07) 5570 2194; and

         (c)      will be taken to be duly given or made:

                  (i)      in the case of delivery in person, when delivered;

                  (ii)     in the case of delivery by post, two Business Days
                           after the date of posting (if posted to an address in
                           the same country); and

                  (iii)    in the case of fax, on receipt by the sender of a
                           transmission control report from the dispatching
                           machine showing the relevant number of pages and the
                           correct destination fax machine number or name of
                           recipient and indicating that the transmission has
                           been made without error,

                  but if the result is that a Notice would be taken to be given
                  or made on a day that is not a business day in the place to
                  which the Notice is sent or is later than 4.00pm (local time)
                  it will be taken to have been duly given or made at the
                  commencement of business on the next business day in that
                  place.

19.2     NO WAIVER

         No failure to exercise nor any delay in exercising any right, power or
         remedy by a party operates as a waiver. A single or partial exercise of
         any right, power or remedy does not preclude any other or further
         exercise of that or any other right, power or remedy. A waiver is not
         valid or binding on the party granting that waiver unless made in
         writing.

19.3     REMEDIES CUMULATIVE

         The rights, powers and remedies provided to each party in this
         Agreement are in addition to, and do not exclude or limit, any right,
         power or remedy provided by law or equity or by any agreement.

19.4     ENTIRE AGREEMENT

         This Agreement contains the entire agreement between the parties as at
         the date of this Agreement with respect to its subject matter and
         supersedes all prior agreements and understandings between the parties
         in connection with it.

19.5     AMENDMENT

         No amendment or variation of this Agreement is valid or binding on a
         party unless made in writing executed by TABCORP and Jupiters which may
         so make an amendment or variation notwithstanding that one or more
         other parties or persons may be entitled to the benefit of all or any
         of the provisions of this Agreement.

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

19.6     ASSIGNMENT

         The rights and obligations of each party under this Agreement are
         personal. They cannot be assigned, encumbered or otherwise dealt with
         and no party may attempt, or purport, to do so without the prior
         consent of the other party.

19.7     NO MERGER

         The rights and obligations of the parties will not merge on the
         completion of any transaction contemplated by this Agreement. They will
         survive the execution and delivery of any assignment or other document
         entered into for the purpose of implementing a transaction.

19.8     FURTHER ASSURANCES

         Each party agrees to do all things and execute all deeds, instruments,
         transfers or other documents as may be necessary or desirable to give
         full effect to the provisions of this Agreement and the transactions
         contemplated by it.

19.9     COSTS AND STAMP DUTY

         Except as provided below, each party must bear its own costs, charges
         and expenses arising out of or incidental to the negotiations leading
         to or the preparation of this Agreement and the proposed, attempted or
         actual implementation of this Agreement. TABCORP must pay, or procure
         that TABCORP Acquirer or TABCORP Issuer (as relevant) pays, any stamp
         duty that is payable on the transfer to TABCORP Acquirer of the
         Jupiters Shares or the RPS pursuant to the Ordinary Scheme or the RPS
         Scheme, or on the issue of TABCORP Shares or Centrebet Notes as part of
         the Ordinary Scheme Consideration.

19.10    SEVERABILITY OF PROVISIONS

         Any provision of this Agreement that is prohibited or unenforceable in
         any jurisdiction is ineffective as to that jurisdiction to the extent
         of the prohibition or unenforceability. That does not invalidate the
         remaining provisions of this Agreement nor affect the validity or
         enforceability of that provision in any other jurisdiction.

19.11    GOVERNING LAW AND JURISDICTION

         This Agreement is governed by the laws of Queensland. Each party
         submits to the non-exclusive jurisdiction of courts exercising
         jurisdiction there in connection with matters concerning this
         Agreement.

19.12    COUNTERPARTS

         This Agreement may be executed in any number of counterparts. All
         counterparts together will be taken to constitute one instrument.

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

SCHEDULE 1

REGULATORY APPROVALS

In this schedule:

CHIEF EXECUTIVE has the meaning given in the Casino Control Act 1982 (Qld) or
Gaming Machine Act 1991 (Qld) (as the case requires).

GOVERNOR means the Governor in Council for the State of Queensland.

MINISTER means the Treasurer (or other Minister of the Crown for the time being
charged with the administration of the Casino Control Act 1982 (Qld) or the Keno
Act 1996 (Qld)) of the State of Queensland or the Treasurer (or other Minister
of the Crown for the time being charged with the administration of the Gaming
Control Act (NT)) of the Northern Territory, as the case requires.

1.       The Governor consenting to TABCORP and its Related Entities having
         voting power in excess of 10% in Jupiters (on the basis that TABCORP
         and its Related Entities will acquire voting power of 100% in
         Jupiters), for the purposes of the Brisbane Casino Agreement, the
         Jupiters Casino Agreement and the constitution of Jupiters.

2.       The Minister confirming that they have caused to be undertaken such
         investigations as are necessary to satisfy the Governor that TABCORP,
         TABCORP Acquirer and all persons (in the opinion of the Minister) to be
         associated or connected with the ownership, administration or
         management of the operations or business of Jupiters, Jupiters
         Custodian Pty Ltd or the responsible entity of the Breakwater Island
         Trust after the Implementation Date for the Ordinary Scheme are
         suitable persons to be associated or connected with the management and
         operations of the hotel and casino complexes and casinos known as
         Conrad Treasury, Conrad Jupiters and Jupiters Townsville, for the
         purposes of the Casino Control Act 1982 (Qld), and the Minister
         confirming that the Governor is satisfied as to these matters.

3.       The Minister consenting to TABCORP and its Related Entities having a
         relevant interest in excess of 5% of the total number of RPS on issue,
         for the purposes of the Brisbane Casino Agreement, the Jupiters Casino
         Agreement and the constitution of Jupiters.

4.       The Minister consenting to TABCORP and its Related Entities having
         voting power in excess of 5% in Jupiters, for the purposes of the
         Brisbane Casino Agreement, the Jupiters Casino Agreement and the
         constitution of Jupiters.

5.       The Minister consenting to TABCORP and its Related Entities being
         entitled to in excess of 5% of the units in the Jupiters Trust, for the
         purpose of the trust deed dated 21 April 1983 for the Jupiters Trust.

6.       The Minister consenting to TABCORP and its Related Entities being
         entitled to in excess of 5% of the units in the Breakwater Island
         Trust, for the purpose of the Breakwater Casino Agreement and the
         constitution of the Breakwater Island Trust.

7.       The Chief Executive granting for the purpose of the Casino Control Act
         1982 (Qld) casino key employee licences to the directors and senior
         management of TABCORP and its Related Entities who are to act as casino
         key employees (as defined in the Casino Control Act 1982 (Qld)) in
         relation

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         to any one or more of the hotel and casino complexes and casinos known
         as Conrad Treasury, Conrad Jupiters and Jupiters Townsville, to the
         extent that such persons are required to hold such licences.

8.       The Governor consenting to the issue to TABCORP and its Related
         Entities of voting shares in Jupiters, to the extent contemplated by
         this Agreement, for the purposes of the Brisbane Casino Agreement, the
         Jupiters Casino Agreement and the constitution of Jupiters.

9.       The Minister consenting to the issue to TABCORP and its Related
         Entities of non-voting shares in Jupiters or securities convertible
         into voting shares in Jupiters, to the extent contemplated by this
         Agreement, for the purposes of the Brisbane Casino Agreement, the
         Jupiters Casino Agreement and the constitution of Jupiters.

10.      The Minister consenting to TABCORP and its Related Entities having a
         relevant interest in excess of 5% of the non-voting shares (if any) of
         the class to be issued to TABCORP and its Related Entities pursuant to
         this Agreement, for the purposes of the Brisbane Casino Agreement, the
         Jupiters Casino Agreement and the constitution of Jupiters.

11.      The Minister consenting to the appointment of the nominees of TABCORP
         to the Jupiters Board, as contemplated by this Agreement, for the
         purposes of the Brisbane Casino Agreement, the Jupiters Casino
         Agreement and the constitution of Jupiters.

12.      The Minister consenting to the appointment of nominees of TABCORP to
         the board of directors of Jupiters Custodian Pty Ltd (ACN 067 888 680),
         for the purposes of the Jupiters Casino Agreement and the constitution
         of Jupiters Custodian Pty Ltd.

13.      The Minister consenting to the appointment of nominees of TABCORP to
         the board of directors of the responsible entity of the Breakwater
         Island Trust, for the purposes of the Breakwater Casino Agreement and
         the constitution of the responsible entity of the Breakwater Island
         Trust.

14.      The Chief Executive confirming that TABCORP and any other associate of
         Jupiters Machine Gaming Pty Ltd (ACN 078 963 050) are suitable persons
         to be associated with the supply operations of Jupiters Machine Gaming
         Pty Ltd, for the purposes of the Gaming Machine Act 1991 (Qld).

15.      The Minister confirming that, if the Ordinary Scheme is implemented,
         Jupiters Gaming Pty Ltd (ACN 071 366 446) will be a suitable person to
         continue to hold a keno licence, for the purposes of the Keno Act 1996
         (Qld).

16.      The Minister confirming that TABCORP and any other persons who are
         business or executive associates of Jupiters Gaming Pty Ltd (ACN 071
         366 446) will be suitable persons to be associated with the operations
         of Jupiters Gaming Pty Ltd, for the purposes of the Keno Act 1996
         (Qld).

17.      The Minister consenting to the appointment of nominees of TABCORP to
         the board of directors of Jupiters Gaming Pty Ltd (ACN 071 366 446), to
         the extent that those nominees are not also directors of Jupiters, for
         the purposes of the Keno Agreement between Jupiters, Jupiters Gaming
         Pty Ltd and the State of Queensland, and the constitution of Jupiters
         Gaming Pty Ltd.

18.      The Chief Executive granting for the purpose of the Gaming Machine Act
         1991 (Qld) key monitoring employee licences to the directors and senior
         management of TABCORP and its Related Entities who are to act as key
         officers (as defined in the Gaming Machine Act 1991 (Qld)) in relation
         to the operations of Jupiters Machine Gaming Pty Ltd, to the extent
         that such persons are required to hold such licences.

                                                                         Page 63
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

19.      If the Centrebet Sale Completion does not occur by 31 October 2003, the
         Northern Territory Racing Commission consenting to changes to the
         structure of Jupiters, the directors of Jupiters and any persons
         concerned in the management or control of Jupiters, and to the issue
         and (if required) redemption of securities in Jupiters, in each case as
         contemplated by this Agreement, for the purposes of the sports
         bookmaker licence issued to Centrebet.

20.      If the Centrebet Sale Completion does not occur by 31 October 2003, the
         Northern Territory Racing Commission consenting to changes to the
         directors of Centrebet and persons concerned in the management or
         control of Centrebet, in each case as proposed by TABCORP to take
         effect after the changes to the Jupiters Board contemplated by this
         Agreement and in each case for the purpose of the sports bookmaker
         licence issued to Centrebet.

21.      If the Centrebet Sale Completion does not occur by 31 October 2003, the
         Northern Territory Racing Commission confirming that, if the Ordinary
         Scheme is implemented, Centrebet would be a fit and proper person to
         continue to hold its sports bookmaker licence, for the purposes of the
         Racing and Betting Act (NT).

22.      The Minister confirming that, if the Option Scheme becomes Effective,
         the Minister will not pursuant to the Casino Control Act 1982 (Qld)
         seek the suspension or cancellation of any casino licence or casino
         lease on the grounds that, under the Option Scheme, Jupiters might be
         said to be compounding with its creditors.

23.      The Minister waiving in writing for the purposes of the Brisbane Casino
         Agreement any liability to forfeiture of registered lease No 17750245
         which may arise due to the Option Scheme becoming Effective.

                                                                         Page 64
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

SCHEDULE 2

TIMETABLE

<TABLE>
<CAPTION>
      DATE                                                                    EVENT
      ----                                                                    -----
<S>                        <C>
9 July 2003                Lodge draft Scheme Booklet with ASIC

9 July 2003                Apply for Court date for Court hearing to order convening of Scheme Meetings

25 July 2003               Lodge final draft Scheme Booklet with ASIC

29 July 2003               Receive sign-off on Scheme Booklet from ASIC

30 July 2003               Court hearings to obtain orders to convene Scheme Meetings

30 July 2003               Scheme Booklet registered by ASIC and lodged with ASX

31 July 2003               Mailing of notifications of Control Event (as defined in the RPS Terms) to RPS Holders

By 11 August 2003          Printing of Scheme Booklet, proxy forms and Ordinary Scheme Consideration election forms

By 11 August 2003          Mailing of Scheme Booklets and accompanying forms to Jupiters Shareholders, RPS Holders and Jupiters
                           Optionholders

13 August 2003             Lodge Appendix 4E preliminary final reports for both Jupiters and TABCORP with ASX

19 September 2003          Centrebet Tax Ruling Event

19 September 2003          Centrebet Sale Completion

22 September 2003          Scheme Meetings

24 September 2003          Court hearings to obtain orders approving the Schemes

24 September 2003          EFFECTIVE DATE: Lodge office copies of Court orders approving the Schemes with ASIC

24 September 2003          Jupiters Shares suspended from trading on the stock market conducted by ASX

1 October 2003             RECORD DATE: Determine entitlements to consideration and other entitlements under the Schemes by
                           reference to the Jupiters Share Register and the Jupiters Option Register at that time

1 October 2003             Final date for receipt of elections as to form of Ordinary Scheme Consideration

2 October 2003             Announce to ASX details of the scale back (if any) and allocation of Ordinary Scheme Consideration
</TABLE>

                                                                         Page 65
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

<TABLE>
<CAPTION>
      DATE                                                                    EVENT
      ----                                                                    -----
<S>                        <C>
2 October 2003             New TABCORP Shares begin trading on the stock market conducted by ASX on a deferred settlement basis

7 October 2003             IMPLEMENTATION DATE: Transfer Scheme Shares and Scheme RPS to TABCORP Acquirer, and effect cancellation
                           of Scheme Options

By 14 October 2003         Issue new TABCORP Shares and Centrebet Notes (if relevant) and provide other non-cash entitlements under
                           the Ordinary Scheme.  Mail cheques for cash consideration under the Schemes
</TABLE>

NOTE:

The timetable above has been prepared on the basis of the parties' best
estimate, as at the date of this Agreement, of the likely timing of key events
in relation to the Transaction. It is possible that certain of those events may
be, or may reasonably become expected by the parties to be, delayed for reasons
outside of the control of the parties, namely:

-        the period of consideration by ASIC of the draft Scheme Booklet may
         extend beyond 29 July 2003;

-        the Court hearings to obtain orders to convene the Scheme Meetings may
         continue after 30 July 2003;

-        the Centrebet Tax Ruling Event may not occur by 19 September 2003;

-        the Centrebet Sale Completion may not occur by 19 September 2003; or

-        the Court hearings to obtain orders approving the Schemes may continue
         after 24 September 2003 (or otherwise for more than one Business Day).

In that case, the parties will consult in good faith with the aim of agreeing a
substitute timetable (with, to the extent possible, the same relative timing
between events), having regard to (amongst other things):

(a)      the desire of each party to complete the Transaction as soon as is
         practicable;

(b)      the 30 September 2003 deadline under clause 10.5(b) for the Centrebet
         Tax Ruling Event (assuming that the ATO has not earlier provided a firm
         indication to Jupiters or any of its Representatives that the
         Commission of Taxation will not make either or both of the Centrebet
         Class Ruling and the Centrebet Private Ruling);

(c)      the 31 October 2003 deadline under clause 10.5 for the Centrebet Sale
         Completion; and

(d)      the implications under the RPS Terms and for the RPS Scheme of the
         timing of the Scheme Meetings and of the Implementation Date for the
         Ordinary Scheme.

                                                                         Page 66
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

SCHEDULE 3

MATERIAL CONTRACTS

1.       Casino Management Agreements

2.       Brisbane Casino Agreement

3.       Breakwater Casino Agreement

4.       Jupiters Casino Agreement

5.       US Note Deed

6.       Trust Deed dated 21 April 1983 between Jupiters Management Limited and
         the Trustees, Executors and Agency Company Limited (the then trustee of
         the Jupiters Trust) related to the establishment of the Jupiters Trust

7.       Development Agreement dated 20 December 2000 between Jupiters and the
         State of Queensland related to the development of the Gold Coast
         Convention and Exhibition Centre (GCCEC)

8.       Deed of Election dated 8 February 2002 between Jupiters, Multiplex
         Constructions Pty Ltd and the State of Queensland related to the
         construction of the GCCEC

9.       Management Agreement dated 20 December 2000 between Jupiters and the
         State of Queensland related to the management of the GCCEC

10.      Construction Agreement dated 8 February 2002 between Jupiters and
         Multiplex Constructions Pty Ltd related to the construction of the
         GCCEC

11.      Design Consultancy Agreement dated 20 December 2000 between Jupiters
         and Weathered Howe Pty Ltd related to the construction of the GCCEC

12.      Primary Consultancy Agreement dated 24 March 2002 between Jupiters and
         Peter Hunt Pty Ltd (draft only)

13.      Project Management Consultancy Agreement dated 27 November 2001 between
         Jupiters and Resource Coordination Partnership Pty Ltd (draft only)

14.      Programming Consultancy Agreement dated 27 November 2002 between
         Jupiters and Resource Coordination Partnership Pty Ltd (draft only)

15.      Management Agreement dated 21 December 1999 between Jupiters,
         Breakwater Island Limited and Perpetual Trustees Queensland Limited (as
         the then trustee of the Breakwater Island Trust) related to the
         management of the Jupiters Townsville Casino

16.      Management Agreement dated 13 December 1991 between the Council of the
         City of Townsville, the Council of the City of Thuringowa, Breakwater
         Island Limited and ANZ Executors and Trustee Company Ltd (as the then
         trustee of the Breakwater Island Trust) related to the management of
         the Townsville Breakwater Entertainment Centre

17.      Management Agreement dated 11 December 1998 between Jupiters Gaming
         (NSW) Pty Ltd (formerly Club Gaming Systems Pty Ltd) and ClubKeno
         Holdings Pty Ltd related to the conduct of the game of Keno in New
         South Wales

                                                                         Page 67
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

18.      Keno Agreement dated 4 February 1997 between Jupiters, Jupiters Gaming
         Pty Ltd (JUPITERS GAMING) and the State of Queensland

19.      Cooperation Agreement dated 18 November 2002 between Jupiters and
         Shanghai Environmental Protection Market Company Limited

20.      Supplementary Contract (No 1) dated 5 March 2003 between Jupiters and
         Shanghai Environmental Protection Market Company Limited

21.      Framework Agreement dated 19 September 2002 between Jupiters and
         Shanghai Environmental Protection Market Company Limited

22.      Technical Service and Technical Cooperation Agreement dated 15 April
         2003 between Jupiters and Shanghai Environmental Protection Market
         Company Limited (draft only)

23.      Agency Agreement dated 2 March 2000 between Jupiters Machine Gaming Pty
         Ltd (JUPITERS MACHINE GAMING) and Aristocrat Leisure Industries Pty Ltd
         (ARISTOCRAT) related to the appointment of Jupiters Machine Gaming as
         Aristocrat's agent in Queensland for the supply of gaming equipment and
         licensing of certain games

24.      Manufacturing Agreement dated 27 July 2002 between Jupiters Technology
         Pty Ltd and Hartec Limited for the manufacture of gaming-related
         equipment

25.      Multi-Option Syndicated Revolving Facility Agreement dated April 2001
         between Australia and New Zealand Banking Group Limited (ANZ), Bank of
         Western Australia Limited, BOS International (Australia) Limited and
         Westpac Banking Corporation (as lenders), Jupiters (as the borrower)
         and Jupiter Custodian Pty Ltd (JUPITER CUSTODIAN) (in its own capacity
         and as trustee of the Jupiters Trust), Jupiters Machine Gaming,
         Centrebet, Jupiters Gaming, Jupiters Internet Gaming Pty Ltd,
         jupiters.com. Pty Ltd, AWA Limited, AWA Gaming Services Pty Ltd and
         Jupiters International Pty Ltd (as guarantors)

26.      Master Lease Agreement dated 28 March 1999 between JMJ Fleet Lease Pty
         Ltd and Jupiters Development Limited

27.      Services Agreement dated 17 November 2000 between AWA Limited and
         Advantra Pty Ltd related to the provision of desktop support and
         maintenance and warranty repair and replacement services by AWA to
         Advantra customers

28.      Key Customer Agreement dated 5 November 2000 between Jupiters and
         Telstra Corporation Limited

29.      Licence Agreement dated 18 May 1993 between Jupiters and Conrad Royalty
         Corporation related to the use of Conrad-owned hotel names

30.      Lease No K292644E dated 21 April 1998 between trustee of the Jupiters
         Trust and Jupiters Development Limited related to the Jupiters Casino
         site

31.      Crown Lease dated 20 December 1996 Jupiters Custodian and the State of
         Queensland related to waterway areas adjacent to Jupiters Island

32.      Special Lease (Title Reference 17750245) dated 22 October 1995 between
         the State of Queensland and Jupiters related to the Brisbane Casino
         site

33.      Special Lease 44/47072 dated 22 October 1995 between the responsible
         entity of the Breakwater Island Trust and the State of Queensland
         related to the Jupiters Townsville site

                                                                         Page 68
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

34.      Registered Lease No 70347017 dated 23 December 1998 between the
         responsible entity of the Breakwater Island Trust and the Townsville
         Port Authority related to the Jupiters Townsville site

35.      Registered Lease No 601414725 dated 27 March 1990 between the
         responsible entity of the Breakwater Island Trust and the Townsville
         Port Authority related to the Jupiters Townsville site

36.      Lease dated 20 November 2000 between National Nominees Limited and AWA
         Limited related to AWA premises in North Ryde, New South Wales

                                                                         Page 69
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

SCHEDULE 4

INFORMATION TO BE PROVIDED BY JUPITERS

<TABLE>
<CAPTION>
    DIVISION                        REPORT                              BUSINESS              FREQUENCY
    --------                        ------                              --------              ---------
<S>                <C>                                          <C>                         <C>
GENERAL            Board Reports and papers                     Treasury/Gold               When provided
                                                                Coast/Breakwater Casinos,   to Jupiters
                                                                Gold Coast Convention       Board
                                                                Centre, Jupiters
                                                                Technology, Jupiters
                                                                Online, AWA, Jupiters
                                                                Keno, Jupiters Machine
                                                                Gaming, Finance, Legal,
                                                                Human Resources

                   Flash results                                Treasury/Gold               Monthly
                                                                Coast/Breakwater Casinos,
                                                                Gold Coast Convention
                                                                Centre, Jupiters
                                                                Technology, Jupiters
                                                                Online, AWA, Jupiters
                                                                Keno, Jupiters Machine
                                                                Gaming

                   Any additional material reports to those     Treasury/Gold               Monthly
                   described below                              Coast/Breakwater Casinos,
                                                                Gold Coast Convention
                                                                Centre, Jupiters
                                                                Technology, Jupiters
                                                                Online, AWA, Jupiters
                                                                Keno, Jupiters Machine
                                                                Gaming, Finance, Legal,
                                                                Human Resources

CASINOS            Monthly Management Reports                   Treasury/Gold               Monthly
                                                                Coast/Breakwater

                   P&L reforecast                               Treasury/Gold               Monthly
                                                                Coast/Breakwater

                   Capital expenditure progress update          Treasury/Gold               Monthly
                                                                Coast/Breakwater

                   Operational Report and Project Manager's     Gold Coast Convention       Monthly
                   Report                                       Centre

HUMAN RESOURCES    Workers Compensation Report (including       All Queensland Businesses   Monthly
                   claims/costs provision movements)

LEGAL              Copy of all reports received from Share      Legal                       When provided
                   Registry                                                                 to Jupiters
                                                                                            Board

                   Notice of any material litigation            Legal                       Monthly

                   Copies of all correspondence with            Legal                       Monthly
                   governments and/or regulatory authorities
                   concerning policy or significant
                   operational issues or in relation to
                   licence or regulatory compliance issues

AWA, KENO,         Monthly Management Reports                   AWA, Jupiters Keno,         Monthly
JUPITERS MACHINE                                                Jupiters Machine Gaming
GAMING

                   P&L performance against budget               AWA, Jupiters Keno,         Monthly
                                                                Jupiters Machine Gaming

                   Any new material commercial arrangements     AWA, Jupiters Keno,         Monthly
                   or contracts, or negotiations concerning     Jupiters Machine Gaming
                   such arrangements or contracts
</TABLE>

                                                                         Page 70
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

<TABLE>
<CAPTION>
    DIVISION                        REPORT                              BUSINESS              FREQUENCY
    --------                        ------                              --------              ---------
<S>                <C>                                          <C>                         <C>
FINANCE            Consolidated monthly reporting package,      Finance                     Monthly
                   including consolidated Chart of Accounts

                   Monthly Profit & Loss and Balance Sheet by   Finance                     Monthly
                   entity

                   Capital expenditure reports                  Finance                     Monthly
</TABLE>

                                                                         Page 71
<PAGE>
MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

SCHEDULE 5

TERMS OF CENTREBET SALE

The Centrebet Sale must occur on terms no less favourable to Jupiters and its
Related Entities than those outlined below, except as otherwise agreed in
writing by TABCORP, but otherwise on terms acceptable to Jupiters.

PART A - CENTREBET SALE AGREEMENT

1.       STRUCTURE

         (a)      Neither Jupiters nor any other Related Entity of Jupiters is
                  to guarantee the sale (other than to the extent that the
                  relevant person is actually disposing of Centrebet Assets to
                  the purchaser).

         (b)      If Centrebet Sale Completion does not occur on or before 31
                  October 2003, the Centrebet Sale Agreement will terminate
                  unless otherwise agreed in writing by Jupiters and the
                  purchaser, and expressly consented to by TABCORP.

2.       ONGOING ARRANGEMENTS

         Any agreement, arrangement or understanding providing for ongoing
         commercial relationships after completion between the purchaser and
         Jupiters or any Related Entity of Jupiters in relation to the Centrebet
         Business are to be on terms no less favourable to Jupiters and its
         Related Entities than those set out in annexure E.

3.       ASSETS AND LIABILITIES

         (a)      The Centrebet Sale will involve the acquisition by the
                  purchaser of all (or substantially all) of the Centrebet
                  Assets and the assumption by the purchaser of all of the
                  Centrebet Liabilities.

         (b)      The purchaser is to be liable for all future liabilities of
                  the Centrebet Business.

4.       WARRANTIES

4.1      CONTENT

         (a)      The warranties to be given by Jupiters or the relevant Related
                  Entities of Jupiters are the Centrebet Warranties.

         (b)      No other warranties are to be given and, to the maximum extent
                  permitted by law, all other warranties and terms implied by
                  law, practice or otherwise are to be excluded.

                                                                         Page 72
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

4.2      OTHER LIMITATIONS

         The following additional provisions are to apply to the warranties and
         indemnities given by Jupiters:

         (a)      Recoveries from insurance or third parties are to be taken
                  into account in determining the quantum of claims and the
                  purchaser must use reasonable endeavours to pursue insurance
                  recoveries and other third parties.

         (b)      The purchaser is to reimburse Jupiters in respect of any
                  amount relating to a claim that is recovered by the purchaser
                  from a third party and in respect of any tax saving by the
                  purchaser or any of its subsidiaries relating to the amount
                  claimed.

         (c)      The purchaser is to waive, to the maximum extent permitted by
                  law, any right to claim against Jupiters or any of its Related
                  Entities under Part V of the Trade Practices Act 1974 (Cth) or
                  any other Commonwealth, State or Territory legislation
                  including any similar provisions.

         (d)      The purchaser's rights under the warranties and indemnities
                  cannot be assigned or novated.

5.       INDEMNITIES AND CLAIMS

         (a)      The purchaser is to indemnify Jupiters and each Related Entity
                  of Jupiters against any liability:

                  (i)      directly incurred as a result of the breach by the
                           purchaser of the Centrebet Sale Agreement; or

                  (ii)     arising from any claim by any Centrebet Employee who
                           accepts an offer of employment from the purchaser
                           relating to the redundancy of that Centrebet Employee
                           as a result of or in connection with the Centrebet
                           Sale or any restructuring of employment associated
                           with the Centrebet Sale.

         (b)      Jupiters or the relevant Related Entity of Jupiters is to
                  indemnify the purchaser against any liability directly
                  incurred as a result of the breach by Jupiters or the Related
                  Entity of Jupiters of the Centrebet Sale Agreement, subject to
                  the constraints on warranty claims under paragraph 4, and this
                  paragraph 5, of Part A of this schedule 5.

         (c)      No other indemnities are to be given.

         (d)      The following limits are to apply to the purchaser's ability
                  to make claims against Jupiters or any Related Entity of
                  Jupiters in relation to the Centrebet Sale Agreement
                  (including in relation to the Centrebet Warranties) or the
                  Centrebet Sale:

                  (i)      The maximum aggregate liability of Jupiters and its
                           Related Entities for all claims is 50% of the
                           aggregate of the purchase price paid by the purchaser
                           under the Centrebet Sale Agreement (after taking into
                           account any adjustments to that purchase price which
                           have been made in accordance with the Centrebet Sale
                           Agreement) and the purchase price paid by the
                           purchaser under the Centaur Software Assignment and
                           Licence Agreement set out in annexure E (or, in the
                           case of the implementation of the method in paragraph
                           1.3 of schedule 6, under any other document
                           contemplated by the Centrebet Sale Agreement).

                                                                         Page 73
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  (ii)     The time limit for notification of claims is 6
                           months, and any claim made within that time limit
                           must be either settled or compromised, or legal
                           proceedings to pursue the claim must be commenced,
                           within a further time limit of 6 months after the
                           making of the claim.

                                                                         Page 74
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

PART B - CENTREBET ASSETS

                                                                         Page 75
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

ATTACHMENT 1

                                                                         Page 87
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

ATTACHMENT 2

                                                                        Page 101
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

PART C - CENTREBET LIABILITIES

1.       EMPLOYEE ENTITLEMENTS

         All annual leave and loading (if any), sick leave and long service
         leave of Centrebet Employees as at completion who accept the
         purchaser's offer of employment.

2.       POSTPAYMENTS

         All outgoings and expenses accrued (but not paid) by Jupiters or
         Centrebet in connection with the Centrebet Assets and the Centrebet
         Business in respect of any period up to completion of the Centrebet
         Sale Agreement where such outgoings and expenses relate to arrangements
         which will continue to be maintained by the purchaser in respect of the
         Centrebet Business after completion of the Centrebet Sale Agreement.

3.       CUSTOMER CONTRACTS

         All monies owed to Centrebet customers as a result of deposits by
         customers under their contract with Centrebet occurring before
         completion of the Centrebet Sale Agreement.

4.       TAKEN WAGERS

         All monies owed to third parties for winning wagers placed with the
         Centrebet Business prior to completion decided after completion of the
         Centrebet Sale Agreement.

5.       PLACED BETS

         All monies owed to third parties for wagers placed with third parties
         relating to the Centrebet Business prior to completion decided after
         completion of the Centrebet Sale Agreement.

                                                                        Page 109
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

PART D - CENTREBET EMPLOYEES

SECTION 1

Age, Ruud
Akhurst, Niki
Archbold, Sarah Rose
Barnes, John William
Beicht, Michael Werner
Bini, Shannon Michael
Bizley, Gareth James
Blackley, Thomas Peel
Blystad, Sigurd Hagemann
Bohling, Dennis Kristoffer
Bray, Kelly
Broughton Wright, Sean Michael
Brown, Atoosa
Bruce, Kevin Peter
Bruce, Lis Maria
Bulhan, Bulhan
Burnnard, Darren James
Butler, Christine
Cananzi, Fabian
Candler, Russell
Christensen, Nick Mikael
Clark, Anthony Terrence
Colquhoun, Brodie
Cooper, Rachael
Corcoran, John Matthew
Cowan, John
Crack, Kim
Crisp, Sheree Anne
Crogan, Sandra Ann
Daffy, Matthew Gerard
Dastidar, Robin Ghosh
Deer, Cameron Warwick
Del Giacco, Adam Vincent
Delaney, Stephen
Eggby, Sarah
Figgis, Elizabeth May
Fish, Terry
Flanagan, Fiona Mary
Fleming, Annette Joan
Foot, Peter John
Forsman, Soren Anders
Foster, James
Fox, Glendon Clyde
Fox, Lisa
Giacomantonio, Marissa Leigh
Gilbert, Scott William
Gottstein, Rebecca Nichole
Goudie, William Dennis
Haigh, Phillip John
Hall, Richard Lachlan
Hammond, Carl
Hansen, Bard Andre
Harbutt, Gregory Warren
Harrison, Lincoln David
Henschke, Craig
Hester, Aaron Joseph
Ho, Rita Hong May
Hunter, Ian Angus
Jackson, William Allan
Jenkins, Katrina Mary
Johnson, Mats Ola
Jorgensen, Darren
Joya, Miguel
Judge, Amanda
Kain, Michael Francis
Keller, Clayton Neville
Kerr, Trevor Roland
Kirk, Leanne
Klingner, Nicholas Albert
Kulesza, T
Larsen, Tue
Lawrence, Donna Patricia
Loughlin, Ian John
Lynch, Robyn Elizabeth
Macie, Wojtek Peter
Masters, Kelly Amanda
Matthews, Stefan Raymond
Mcgrath-Volau, Fiona Therese
Mcintyre, Deborah Louise
Millard, Bronwyn Fay
Miller, Jody
Mure, Jane
Murray, Richard
Nealie, Darren
Nicolai, Scott Gavin
Odgers, Geoffrey Robert
Owen, Gary Leslie
Paterson, Shane Andrews Suranjan
Paterson, Trent David
Payne, Naomi Frances
Peacock, Lloyd
Phan, Tuan Huu
Phillips, Nicholas
Pickett, Damian Brian
Player, Anthony Paul
Raymond, Matthew
Reid, Matthew Alan
Romyn, Kevin Asa
Rowe, Delaney John
Saltzer, Lee Wayne
Saunders, Robert
Savage, Cindy-Lou
Skeie, E
Skelton, Paul Anthony
Smith, Craig Darryl
Terp, Jane

                                                                        Page 110
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

Thompson, Debra Marietta
Thompson, Luke
Timoney, Philip Michael
Tsirigos, Ourania
Valpeid, Mark
Virtopeanu, Claudia Doina
Wagner, Tina Marie
Walsh, Leanne Margaret
Ward, Daniel John
Westeng, Hilde
Whittle, Lisa Marie
Williams, Angela Lee
Wilson, Matthew James
Worwood, Mark Leonard

SECTION 2

Bowerman, Melinda
Morgan, Piers
Raeside, Jenny

                                                                        Page 111
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

PART E - CENTREBET WARRANTIES

The Centrebet Warranties to be given by Jupiters and its relevant Related
Entities (VENDORS) as vendors under the Centrebet Sale Agreement will
specifically relate to the Centrebet Assets and, unless they are by necessary
implication inconsistent with the context, will not be construed as relating to
any fact, matter or circumstance other than insofar as it is related to the
Centrebet Assets.

W1       OWNERSHIP OF CENTREBET ASSETS

The Vendors will, at the date of completion under the Centrebet Sale Agreement,
be the sole owners of the Centrebet Assets and the Centrebet Assets will, at the
date of completion under the Centrebet Sale Agreement, be entirely free from all
encumbrances.

W2       INTELLECTUAL PROPERTY RIGHTS

In this section W2, CENTAUR SOFTWARE has the meaning given in the Centaur
Software Assignment and Licence Agreement set out in annexure E.

2.1      Centrebet is the registered owner of the trade marks forming part of
         the Centrebet Assets, Jupiters and Centrebet are the owners of the
         copyright in the Centaur Software (as referred to in the Centaur
         Software Assignment and Licence Agreement set out in annexure E) and
         Centrebet is the owner of the business name registration forming part
         of the Centrebet Assets.

2.2      To the best of the Vendors' knowledge, the Vendors have not received
         written notice of any allegation that the operations of the Centrebet
         Business or the trade marks or business name registrations forming part
         of the Centrebet Assets, or the Centaur Software, infringes any right
         in confidential information or other intellectual property right held
         or alleged by any third party.

2.3      Jupiters and Centrebet may lawfully enter into, and respectively grant
         the rights conferred under, the Centaur Software Assignment and Licence
         Agreement set out in annexure E.

2.4      Other than as previously disclosed in writing by the Vendors to the
         purchaser, no proceeding is pending which involves any of the
         intellectual property rights forming part of the Centrebet Assets.

2.5      The business name forming part of the Centrebet Assets is registered as
         a business name in the Northern Territory.

2.6      The historical information regarding the technical performance,
         availability and reliability of the Centaur Software to be annexed to
         the Centrebet Sale Agreement is accurate.

W3       LITIGATION

Except as plaintiff in the collection of debts arising in the ordinary course of
business, the Vendors are not a plaintiff or defendant in or otherwise a party
to any proceedings in connection with the Centrebet Business.

W4       INSOLVENCY

4.1      No order has been made, resolution passed or petition served for the
         winding up of any of the Vendors or the companies comprising Centrebet
         (UK).

4.2      A receiver, a manager, a receiver and manager or a provisional
         liquidator has not been appointed in respect of the whole or any part
         of the undertaking of the Vendors or the companies comprising Centrebet
         (UK).

                                                                        Page 112
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

4.3      Neither of the Vendors or the companies comprising Centrebet (UK) has
         entered into any arrangement, reconstruction or composition with any of
         their creditors, except for the purpose of a solvent reconstruction or
         amalgamation.

W5       CENTREBET (UK)

5.1      The companies comprising Centrebet (UK) are both duly incorporated in
         England and Wales.

5.2      The shares in the companies comprising Centrebet (UK) and forming part
         of the Centrebet Assets have been properly issued and comprise all the
         issued share capital of the companies comprising Centrebet (UK),
         respectively.

W6       EMPLOYEES

6.1      The list of Centrebet Employees:

         (a)      contains and sets out opposite the names of each Centrebet
                  Employee the date from which he or she was employed in the
                  Centrebet Business or by Jupiters, whichever is earlier. For
                  the purposes of this warranty 'Centrebet Business' includes
                  the business acquired by Jupiters NT Pty Limited pursuant to
                  an asset acquisition agreement dated 16 July 1998 between,
                  Centrebet Pty Limited, Jupiters NT Pty Limited, Terry Lillis
                  and Alison Veronica Lillis and Jupiters Limited;

         (b)      contains each of the Centrebet Employee's long service leave
                  entitlement calculated as if their entitlement accrued upon
                  being employed in the Centrebet Business or by Jupiters,
                  whichever is earlier, for a period of five years and accrued
                  from the commencement of their employment. For the purposes of
                  this warranty, 'Centrebet Business' has the same meaning as in
                  Centrebet Warranty 6.1(a);

         (c)      contains a true and correct estimate of each of the Centrebet
                  Employee's accrued sick leave entitlement up to [*] 2003
                  [*THIS DATE WILL BE AS CLOSE AS POSSIBLE TO THE DATE OF THE
                  CENTREBET SALE AGREEMENT];

         (d)      contains a true and correct estimate of each of the Centrebet
                  Employee's accrued holiday pay and loading entitlement up to
                  [*] 2003 [*THIS DATE WILL BE AS CLOSE AS POSSIBLE TO THE DATE
                  OF THE CENTREBET SALE AGREEMENT]; and

         (e)      sets forth a true and correct estimate of all benefits
                  actually or contingently accruing to any Centrebet Employee as
                  at [*] 2003 [*THIS DATE WILL BE AS CLOSE AS POSSIBLE TO THE
                  DATE OF THE CENTREBET SALE AGREEMENT].

6.2      The Vendors have made all superannuation contributions for the
         Centrebet Employees who accept an offer of employment from the
         purchaser, as required pursuant to any statutory requirement imposing
         an obligation on the Vendors to make superannuation contributions for
         them.

                                                                        Page 113
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

W7       CORPORATE POWER

The Vendors are companies duly incorporated and validly existing under the laws
of Australia and have full corporate power and authority to own, operate and
conduct the Centrebet Business.

W8       CORPORATE ACTION

8.1      The Vendors have the legal right and power to enter into the Centrebet
         Sale Agreement and to sell the respective Centrebet Assets owned by
         them to the purchaser on and subject to the terms of the Centrebet Sale
         Agreement.

8.2      The execution, delivery and performance of the Centrebet Sale Agreement
         by the Vendors has been duly and validly authorised by all necessary
         corporate action on their part.

8.3      The Centrebet Sale Agreement is a valid and binding agreement on the
         Vendors, enforceable in accordance with its terms, subject to stamping.

8.4      The execution and performance of the Centrebet Sale Agreement by the
         Vendors and the other transactions contemplated by the Centrebet Sale
         Agreement does not violate or conflict with or result in a breach of or
         constitute a default under or result in the imposition of any
         encumbrance under the provisions of the constitution of each of the
         Vendors.

W9       FINANCIAL INFORMATION

The directors declaration accompanying Centrebet's Financial Report for the half
year ended 31 December 2002 states that:

(a)      the Financial Report complies with the Accounting Standards (being the
         accounting standards referred to in the Financial Report) and the
         Corporations Regulations 2001 (Cth); and

(b)      the Financial Report gives a true and fair view of the financial
         position as at 31 December 2002 and the performance of Centrebet for
         the six months then ended.

W10      UK LICENCE

As at the date of the Centrebet Sale Agreement, Jupiters UK Limited holds a
bookmaker's permit issued under the Betting, Gaming & Lotteries Act 1963 (UK).

W11      CONDUCT OF CENTREBET BUSINESS

Centrebet will carry on the Centrebet Business until completion under the
Centrebet Sale Agreement.

                                                                        Page 114
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

SCHEDULE 6

DISTRIBUTION OF VALUE OF CENTREBET BUSINESS

1.       METHODS OF DISTRIBUTION

1.1      CENTREBET DIVIDEND

         (a)      As part of the Ordinary Scheme, Jupiters will declare and pay
                  a fully franked special dividend of a pro rata cash amount for
                  each Jupiters Share on issue at the Record Date for the
                  Ordinary Scheme equal in aggregate to the Net Centrebet
                  Proceeds.

         (b)      Jupiters will procure that the Jupiters Board declares the
                  Centrebet Dividend after the Effective Date for the Ordinary
                  Scheme and on or before the Record Date for the Ordinary
                  Scheme.

         (c)      The record date for the Centrebet Dividend will be the Record
                  Date for the Ordinary Scheme.

         (d)      The Centrebet Dividend will be paid and provided to Jupiters
                  Shareholders in accordance with the Ordinary Scheme.

         (e)      Jupiters will issue to each Jupiters Shareholder a
                  distribution statement in accordance with section 202-75 of
                  the 1997 Tax Act in relation to the Centrebet Dividend.

         (f)      Immediately before the Jupiters Board passes the resolution
                  declaring the Centrebet Dividend, TABCORP will subscribe (or
                  will procure that a Related Entity of TABCORP subscribes) for,
                  and Jupiters will allot and issue to TABCORP or to the
                  relevant Related Entity of TABCORP such number of:

                  (i)      RPS; or

                  (ii)     if the parties agree, other equity securities in
                           Jupiters (such securities being equity securities for
                           the purposes of the US Note Deed and not equity
                           interests under the 1997 Tax Act), on terms agreed by
                           the parties,

                  where the total cash subscription amount for those RPS or
                  other equity securities is at least the minimum amount of
                  capital which would be required by Jupiters to enable it to
                  declare and pay the Centrebet Dividend having regard to the
                  terms of the US Note Deed, provided that such amount must not
                  exceed $57 million. TABCORP must pay (or must procure that the
                  relevant Related Entity of TABCORP pays) to Jupiters the cash
                  subscription amount for those RPS or other equity securities
                  referred to in this paragraph 1.1(f) at the time of
                  subscription. TABCORP's obligations under this paragraph
                  1.1(f) are subject to the Jupiters Shareholders having
                  approved the allotment and issue by Jupiters of the RPS or
                  other equity securities in accordance with and for the purpose
                  of ASX Listing Rule 7.1, or ASX having granted a waiver of
                  that approval requirement, and the Regulatory Approvals
                  referred to in paragraphs 1, 8, 9 and 10 of schedule 1 having
                  been obtained (to the extent required) in relation to the
                  allotment and issue by Jupiters of the RPS or other equity
                  securities.

                                                                        Page 115
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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (g)      TABCORP acknowledges that Jupiters will be entitled, in paying
                  the Centrebet Dividend, to make payments to the maximum extent
                  permissible under section 4.05 of the US Note Deed.

1.2      CASH PAYMENT BY TABCORP

         (a)      As part of the Ordinary Scheme, and as a further component of
                  the Ordinary Scheme Consideration, TABCORP will provide, or
                  will procure that TABCORP Acquirer provides, to each Scheme
                  Shareholder a pro rata cash amount in respect of each Scheme
                  Share held at the Record Date for the Ordinary Scheme,
                  calculated on the basis of the amount of the Net Centrebet
                  Proceeds divided by the total number of Jupiters Shares on
                  issue at the Record Date for the Ordinary Scheme.

         (b)      The implementation of this method is conditional on the
                  Ordinary Scheme becoming Effective.

         (c)      The cash amount will be paid and provided to Scheme
                  Shareholders in accordance with the Ordinary Scheme.

1.3      DISTRIBUTION OF CENTREBET NOTES BY TABCORP

         (a)      As part of the Ordinary Scheme, and as a further component of
                  the Ordinary Scheme Consideration, TABCORP Issuer will provide
                  to each Scheme Shareholder one Centrebet Note in respect of
                  each Scheme Share held at the Record Date for the Ordinary
                  Scheme.

         (b)      The implementation of this method is conditional on the
                  Ordinary Scheme becoming Effective.

         (c)      Where a Scheme Shareholder's address as shown in the Jupiters
                  Share Register at the Record Date for the Ordinary Scheme is
                  in a jurisdiction other than:

                  (i)      Australia or its external territories, Hong Kong or
                           the United Kingdom; or

                  (ii)     any other jurisdiction where TABCORP is reasonably
                           satisfied that the issue of Centrebet Notes to the
                           Scheme Shareholder is not prohibited, not unduly
                           onerous and not unduly impracticable in that
                           jurisdiction,

                  or to the extent that the Scheme Shareholder holds Scheme
                  Shares on behalf of any person resident in the United States
                  of America (except where TABCORP is reasonably satisfied that
                  the issue of Centrebet Notes to the Scheme Shareholder is not
                  prohibited, not unduly onerous and not unduly impracticable in
                  that jurisdiction), the number of Centrebet Notes to which the
                  Scheme Shareholder would otherwise be entitled under the
                  Ordinary Scheme will be issued to a nominee of TABCORP
                  approved by Jupiters who will hold those Centrebet Notes until
                  redemption and distribute any payments made on the Centrebet
                  Notes promptly to that Scheme Shareholder in full satisfaction
                  of that Scheme Shareholder's rights in relation to Centrebet
                  Notes under the Ordinary Scheme.

                                                                        Page 116
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

2.       OTHER MATTERS

2.1      DEFINITIONS

         In this schedule 6:

         ACCOUNTING PRINCIPLES means:

         (a)      Australian accounting standards approved under the
                  Corporations Act from time to time; and

         (b)      to the extent any matter is not covered by those standards,
                  generally accepted accounting principles applied from time to
                  time in Australia,

         in each case consistent with the approach adopted in the audited
         financial statements of Jupiters and its Related Entities as at 30 June
         2003.

         CENTREBET NOTE means the unsecured note to be issued, in the case of
         implementation of the method in paragraph 1.3 of this schedule 6, by
         TABCORP Issuer under the Centrebet Note Deed providing for a potential
         cash payment to holders, the key terms of which are set out in schedule
         8.

         CENTREBET NOTE DEED means the Trust Deed to be executed between
         TABCORP, TABCORP Issuer and a trustee satisfying the requirements of
         section 283AC of the Corporations Act.

         EXPERT ACCOUNTANT means PricewaterhouseCoopers Securities Ltd, acting
         through a Sydney or Melbourne-based partner of PricewaterhouseCoopers,
         or such other person as Jupiters and TABCORP agree will be responsible
         for determinations in accordance with paragraph 2.2 of this schedule 6.

         NET CENTREBET PROCEEDS means, in relation to a Centrebet Sale
         Agreement, an amount (calculated in accordance with paragraph 2.2 of
         this schedule 6 in the case of implementation of either of the methods
         in paragraphs 1.1 and 1.2 of this schedule 6, or in accordance with the
         Centrebet Note Deed in the case of implementation of the method in
         paragraph 1.3 of this schedule 6) equal to the aggregate of:

         (a)      the cash amounts received by Jupiters and its relevant Related
                  Entities in respect of the purchase price under the Centrebet
                  Sale Agreement, after taking into account any adjustments to
                  the purchase price which have been made in accordance with the
                  Centrebet Sale Agreement, and the cash amounts received by
                  Jupiters and its relevant Related Entities in respect of the
                  purchase price under the Centaur Software Assignment and
                  Licence Agreement set out in annexure E; plus

         (b)      the amount adjusted in favour of the purchaser under the
                  Centrebet Sale Agreement on account of monies owed to
                  Centrebet customers as a result of deposits by customers under
                  their contract with Centrebet occurring before completion
                  under the Centrebet Sale Agreement; plus

         (c)      the amount adjusted in favour of the purchaser under the
                  Centrebet Sale Agreement on account of monies placed by
                  Centrebet customers for wagers with the Centrebet Business
                  prior to completion under the Centrebet Sale Agreement, where
                  those wagers are decided after completion under the Centrebet
                  Sale Agreement, after subtracting the amount adjusted under
                  the Centrebet Sale Agreement on account of monies owed to
                  third parties for wagers placed with third parties relating to
                  the Centrebet Business prior to completion under the

                                                                        Page 117
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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  Centrebet Sale Agreement, where those wagers are decided after
                  completion under the Centrebet Sale Agreement; plus

         (d)      an amount equal to the net profit after tax that is
                  attributable to the Centrebet Business from 1 July 2003 to the
                  date of completion under the Centrebet Sale Agreement; less

         (e)      the amount of cash (if any) forming part of the Centrebet
                  Assets, or remaining with Centrebet in the case of a sale of
                  Centrebet to the purchaser (except in the latter case to the
                  extent that such cash is attributable to customer deposits or
                  wagers referred to in paragraphs (b) and (c) above); less

         (f)      the aggregate amount of all costs and taxes, levies, duties
                  and charges (including income tax, capital gains tax and stamp
                  duty) incurred or payable by, or which will be charged back
                  to, Jupiters or any of its Related Entities (as they exist
                  immediately prior to the Effective Date for the Ordinary
                  Scheme) under or in connection with the Centrebet Sale
                  Agreement or in connection with any restructuring of the
                  Centrebet Assets or the Centrebet Liabilities prior to, or
                  subsequent to, the entry into the Centrebet Sale Agreement,
                  including:

                  (i)      the costs of financial, accounting and legal
                           advisers;

                  (ii)     the costs arising from any payment to, or any claim
                           by, any Centrebet Employee who is not offered, or
                           does not accept an offer of, employment by the
                           purchaser relating to the redundancy of that
                           Centrebet Employee as a result of or in connection
                           with the Centrebet Sale;

                  (iii)    in the case of implementation of either of the
                           methods in paragraphs 1.1 and 1.2 of this schedule 6,
                           the costs referred to in paragraph 2.2(b)(vi) of this
                           schedule 6; and

                  (iv)     an amount equal to the aggregate of:

                           (A)      the costs incurred by Jupiters or any of its
                                    Related Entities in relation to the
                                    termination of; and

                           (B)      the net present value (applying a discount
                                    rate of 8%) of the additional costs which
                                    are reasonably likely to be incurred after
                                    completion under the Centrebet Sale
                                    Agreement by Jupiters or any of its Related
                                    Entities under, or in relation to the
                                    termination of,

                           any contract, arrangement or understanding forming
                           part of the Centrebet Assets which is not assigned or
                           novated to the purchaser under the Centrebet Sale
                           Agreement (except in the case of a sale of Centrebet
                           to the purchaser where assignment or novation to the
                           purchaser is not required as a result of Centrebet
                           being the relevant party to that contract,
                           arrangement or understanding); less

         (g)      $500,000; less

         (h)      in the case of a Centrebet Sale Agreement which Completes
                  after 31 October 2003 (whether entered into before, on or
                  after that date):

                  (i)      $10 million; and

                  (ii)     12% of the amount by which the amount calculated in
                           accordance with paragraphs (a) to (g) above exceeds
                           $30 million.

                                                                        Page 118
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

2.2      CALCULATION OF NET CENTREBET PROCEEDS

         (a)      (PREPARATION OF CALCULATION) Jupiters must procure the
                  preparation, and delivery to TABCORP, of a written calculation
                  of the amount of the Net Centrebet Proceeds, as soon as
                  practicable after the Centrebet Sale Completion. The written
                  calculation must be certified in writing as true and correct
                  by the managing director and chief financial officer of
                  Jupiters. The written calculation must be prepared, to the
                  extent relevant, in accordance with the Accounting Principles.

         (b)      (DISPUTE BY TABCORP)

                  (i)      Unless within 3 Business Days of the date of delivery
                           of the written calculation under paragraph 2.2(a) of
                           this schedule 6, TABCORP gives notice in writing (a
                           DISPUTE NOTICE) to Jupiters that it does not agree
                           that the written calculation has been prepared in
                           accordance with this paragraph 2.2, TABCORP will be
                           deemed to agree to the correctness of that written
                           calculation for the purposes of this paragraph 2.2
                           and the written calculation will be final and binding
                           on Jupiters, TABCORP and the Jupiters Shareholders.

                  (ii)     If TABCORP gives a Dispute Notice, then TABCORP and
                           Jupiters must use their best endeavours to reach
                           agreement as to the matter or matters in dispute
                           within 5 Business Days after the service of that
                           Dispute Notice.

                  (iii)    If no agreement is reached as to the matter or
                           matters in dispute within 5 Business Days of the
                           service of a Dispute Notice, such matter or matters
                           must be referred to the Expert Accountant for
                           determination. The Expert Accountant will act as an
                           expert and not as an arbitrator. The Expert
                           Accountant must be instructed to notify its
                           determination to TABCORP and Jupiters as soon as
                           practicable following the Expert Accountant's
                           appointment, by means of a written determination
                           which will be final and binding on Jupiters, TABCORP
                           and the Jupiters Shareholders.

                  (iv)     The Expert Accountant will have the right to request
                           any information from Jupiters and TABCORP relevant to
                           any determination it may be required to make. If any
                           matter is referred to the Expert Accountant, Jupiters
                           and TABCORP must use their best endeavours to
                           cooperate with the Expert Accountant in resolving the
                           matter or matters the subject of the Dispute Notice
                           and for that purpose must provide all such
                           information and documentation as the Expert
                           Accountant may reasonably require. Each of Jupiters
                           and TABCORP will be entitled to submit written
                           representations to the Expert Accountant in
                           connection with the matter or matters the subject of
                           the Dispute Notice.

                  (v)      Promptly after the determination of the matter or
                           matters the subject of the Dispute Notice, Jupiters
                           must procure the preparation of such adjustments (if
                           any) to the written calculation of the amount of the
                           Net Centrebet Proceeds as may be required by such
                           determination. Upon such adjustments being prepared,
                           the revised written calculation will be delivered to
                           TABCORP, and will be final and binding on Jupiters,
                           TABCORP and the Jupiters Shareholders. In giving its
                           determination as to the matter or matters the subject
                           of a Dispute Notice, the Expert Accountant must state
                           what adjustments (if any) are to be made to the
                           written calculation of the amount of the Net
                           Centrebet Proceeds.

                                                                        Page 119
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

                  (vi)     If the determination of the Expert Accountant
                           requires that any adjustments that are, in aggregate,
                           of an amount of $1 million or more are to be made to
                           the written calculation of the amount of the Net
                           Centrebet Proceeds, the costs of the Expert
                           Accountant will be accounted for as a deduction from
                           the calculation of the Net Centrebet Proceeds in
                           accordance with paragraph (f)(iii) of that definition
                           in paragraph 2.1 of this schedule 6. Otherwise,
                           TABCORP must pay the costs of the Expert Accountant.

                                                                        Page 120
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

SCHEDULE 7

APPLICATION AND AMENDMENT OF RPS TERMS

In this schedule 7, unless the context requires otherwise, all references to
clauses are to clauses of the RPS Terms, and all capitalised terms have the
meanings (if any) given to them in the RPS Terms, and otherwise have the
meanings given in this Agreement.

The RPS Terms have been amended in accordance with the Attachment to this
schedule 7 and will be applied in accordance with the terms of this schedule 7
(including the Attachment to it).

CONTROL EVENT

1.       Upon Jupiters releasing to ASX the report of the Independent Expert
         proposed to be included in the Scheme Booklet in relation to the
         Ordinary Scheme, a Control Event (and thus a Trigger Event) will occur
         if the report contains an opinion that the Ordinary Scheme is in the
         best interests of holders of Ordinary Shares and is fair and
         reasonable.

2.       For the purposes of clause 6.9 and the definition of the Repurchase
         Amount, the date of announcement of the Ordinary Scheme (being the
         relevant scheme of arrangement for the purposes of the definition of
         Control Event in the RPS Terms) is 5 March 2003.

3.       In the case of a Control Event and for the purposes of clause 6.9 and
         the definition of Repurchase Amount:

         (a)      The Offer Price includes the value of the Ordinary Scheme
                  Consideration, the Special Dividend (if any) and the Centrebet
                  Dividend (if any) (taking into account that some of the
                  foregoing components are alternatives to other components).

         (b)      The non-cash components of the Offer Price are to be valued by
                  an independent expert as at or after 5 March 2003. Once the
                  Independent Expert has determined the Offer Price, the Offer
                  Price will be finally determined. For instance, the Offer
                  Price will not change merely because:

                  (i)      the Tax Ruling Event or Centrebet Tax Ruling Event
                           occurs or does not occur;

                  (ii)     there is a change in the underlying value of the
                           TABCORP Shares or the Centrebet Business;

                  (iii)    the Net Centrebet Proceeds are finally determined
                           (including in such a way as to be different from the
                           amount assessed by the Independent Expert); or

                  (iv)     the precise method by which the Net Centrebet
                           Proceeds are to be distributed to Jupiters
                           Shareholders is determined.

         (c)      The Repurchase Amount in relation to conversions pursuant to
                  the Control Event Trigger Event cannot be less than $100.

                                                                        Page 121
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

OTHER TRIGGER EVENTS

4.       A Trigger Event does not occur if Ordinary Shares or Jupiters RPS cease
         quotation on the stock market conducted by ASX unless those Ordinary
         Shares or Jupiters RPS are first suspended from trading on that stock
         market for more than 20 consecutive Business Days.

CONVERSION MINIMUM

5.       Following the Implementation Date for the Ordinary Scheme, the
         combination of the final dividend to be paid by Jupiters (if any) as
         contemplated by clause 7.6 of this Agreement, the Special Dividend (if
         any) and the Centrebet Dividend (if any) may result in an adjustment to
         the Conversion Minimum under clause 6.7 in circumstances where the VWAP
         before a particular Conversion Date already incorporates some value in
         recognition of one or more of those dividends (for instance, because
         the value for VWAP is that determined with reference to a period before
         and up to the date on which the Jupiters RPS ceased trading. In those
         circumstances, the Jupiters Board may make an appropriate adjustment to
         the Conversion Minimum pursuant to clause 6.10 or VWAP pursuant to
         clause 16.2.

DIVIDENDS

6.       On the Conversion Date in respect of a Jupiters RPS which is the
         subject of a Conversion Notice pursuant to a Trigger Event, a dividend
         is to be paid by Jupiters in respect of that Jupiters RPS which is the
         subject of the Conversion Notice. (No dividend is payable by Jupiters
         on other Jupiters RPS on such a Conversion Date, other than a Jupiters
         RPS which is also the subject of a Trigger Event Conversion Notice if
         the Conversion Date for that other Jupiters RPS is the same.) To the
         extent that any dividend is paid by Jupiters on that Jupiters RPS on
         such a Conversion Date:

         (a)      that dividend will equal the Outstanding Dividend which arises
                  on the Conversion Date, being (on the basis that dividend
                  entitlements have been paid in full on all previous Dividend
                  Payment Dates) the dividend accrued from (and including) the
                  Dividend Payment Date immediately preceding the Conversion
                  Date to (but excluding) the Conversion Date; and

         (b)      the next dividend payable by Jupiters on such Jupiters RPS (on
                  the following Dividend Payment Date) will be determined under
                  clause 2.1, with 'D' being the number of days from (and
                  including) the Conversion Date (ie the immediately prior
                  Dividend Payment Date in respect of that Jupiters RPS) to (but
                  excluding) that following Dividend Payment Date.

7.       In respect of Jupiters RPS which are the subject of a Conversion Notice
         pursuant to a Special Conversion Right, no dividends are payable on the
         Conversion Date for such Jupiters RPS.

TRANSFERS

8.       A transferee of a Jupiters RPS is bound by decisions of previous owners
         of the Jupiters RPS in relation to that Jupiters RPS. A transferor of a
         Jupiters RPS does not retain any entitlements in respect of a
         transferred Jupiters RPS (except in circumstances where the transferor
         was the registered owner at the record date for the relevant
         entitlements).

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

ATTACHMENT

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

SCHEDULE 8

TERMS OF CENTREBET NOTE

The proposed terms of schedules 1 and 3 to the Centrebet Note Deed (as defined
in paragraph 2.1 of schedule 6) are set out in this schedule 8.

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SCHEDULE 1 TO THE PROPOSED CENTREBET NOTE DEED

CONDITIONS OF THE NOTES

1.       GENERAL

1.1      STATUS OF NOTES

         The Notes constitute direct and unsecured debt obligations of the
         Issuer, guaranteed by the Guarantor, and rank equally in all respects
         (including as to payment) amongst themselves.

1.2      TERMS OF ISSUE

         The Notes are:

         (a)      redeemable in accordance with Condition 2; and

         (b)      created under and subject to the Terms of Issue.

         Each Noteholder is entitled to the benefit of, and is bound by, the
         Terms of Issue.

1.3      DEALINGS

         (a)      Each of the Notes is transferable in accordance with Condition
                  8.

         (b)      Notwithstanding anything else in the Terms of Issue, neither
                  the Issuer nor the Guarantor is under any obligation to seek
                  quotation of any or all of the Notes on any stock exchange or
                  otherwise create or facilitate a market for the Notes.

1.4      ENFORCEMENT

         The obligations of the Issuer in respect of each Note constitute
         separate and independent obligations which the Note Trustee and,
         subject to the Terms of Issue, the Noteholder to which those
         obligations are owed are each entitled to enforce independently from
         each other Noteholder (and any predecessor in title of a Noteholder).

1.5      TITLE

         (a)      Subject to the Terms of Issue, the person whose name appears
                  in the Register as the holder of a Note will be treated by the
                  Issuer, the Guarantor and the Note Trustee as, and the Issuer,
                  the Guarantor and the Note Trustee will be entitled to
                  recognise that person as, the absolute owner of that Note.

         (b)      The Issuer will not be obliged to enter on the Register notice
                  of any trust, Encumbrance or other interest whatsoever in
                  respect of any Note and the Issuer, the Guarantor and the Note
                  Trustee will not be bound or affected by any trust affecting
                  the ownership of any Note, unless ordered by a court or
                  required by statute.

1.6      STATUS OF GUARANTEE

         The obligations of the Guarantor in respect of its guarantee under
         clause 5 of this deed constitute direct and unsecured obligations of
         the Guarantor.

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2.       REDEMPTION

2.1      CONDITIONS PRECEDENT

         The Notes will only be redeemable if each of the Redemption Conditions
         is satisfied. If either or both of the Redemption Conditions are not
         satisfied:

         (a)      no obligation to pay the Redemption Amount will arise; and

         (b)      the Notes will automatically lapse on the End Date and will
                  not be redeemable.

2.2      REDEMPTION

         If each of the Redemption Conditions is satisfied, the Issuer will, in
         accordance with the Terms of Issue, redeem the Notes by paying to each
         Noteholder, on the Payment Date and in accordance with Condition 3, the
         Redemption Amount in respect of each Note held by the Noteholder as at
         5.00pm on the Record Date.

2.3      NOTIFICATION OF AMOUNTS

         The Issuer will make, or cause to be made, an announcement to
         Australian Stock Exchange Limited specifying the amount of the Net Sale
         Proceeds, and the Redemption Amount in respect of each Note, as soon as
         practicable (and in any event not later than three Business Days) after
         the date of final determination of the amount of the Net Sale Proceeds
         in accordance with schedule 3.

2.4      CANCELLATION OF NOTES

         All Notes redeemed under Condition 2.2 or lapsing under Condition 2.1
         will, upon such redemption or lapse, be cancelled and may not be
         reissued.

3.       PAYMENTS

3.1      RECORD DATE

         The payment of the Redemption Amount in respect of each Note will be
         made to the person whose name is entered in the Register as the
         Noteholder in respect of that Note as at 5.00pm on the Record Date.

3.2      METHOD OF PAYMENT

         Subject to Condition 6.4, any amount (including the Redemption Amount)
         payable under or in respect of a Note must be paid in Australian
         dollars only:

         (a)      by payment of cheque marked `not negotiable' and sent through
                  the post to the address of the Noteholder in the Register, or,
                  where the Note is held by joint Noteholders, to the address of
                  the Noteholder whose name stands first in the Register in
                  respect of the Note; or

         (b)      by deposit to any account with any ADI (as that expression is
                  defined in the Banking Act 1959 (Cth)) in Australia as the
                  Noteholder (or, where the Note is held by joint Noteholders,
                  the Noteholder whose name stands first in the Register), by
                  written notice to the Issuer, may direct; or

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         (c)      by any other method of transferring money approved by the
                  Issuer Board and the Note Trustee from time to time.

         Every cheque referred to in clause 3.2(a) will be sent at the risk of
         the person entitled to the money represented by the cheque. Payment
         will be deemed to have been made when the cheque is posted, the deposit
         is made or the transfer is effected (as the case may be) in accordance
         with this clause 3.2.

3.3      PAYMENT CONSTITUTES RELEASE

         Any payment made by the Issuer or the Note Trustee for the account of a
         person whose name is, on the Record Date, entered in the Register as
         the holder of a Note constitutes for all purposes an absolute and
         unconditional release and discharge of the Issuer, the Guarantor and
         the Note Trustee, to the extent of such payment, of all obligations and
         indebtedness in respect of the Note under or in respect of which the
         payment was made.

3.4      TIME LIMIT FOR CLAIMS

         A claim against the Issuer for a payment under or in respect of a Note
         is void unless made within five years of the due date for that payment.

3.5      GROSSING UP

         All payments under or in respect of a Note will be made free and clear
         of, and without withholding or deduction for, any Taxes, unless such
         withholding or deduction is required by law. In that event, the Issuer
         will:

         (a)      make the withholding or deduction;

         (b)      pay in accordance with the relevant law the full amount
                  withheld or deducted; and

         (c)      have no obligation to pay to the relevant Noteholder any
                  additional amounts for or in respect of that withholding or
                  deduction.

4.       RIGHTS ATTACHING TO NOTES

4.1      NO VOTING RIGHTS

         The Notes do not carry any right, and Noteholders in that capacity will
         not have any right, to vote at any general meeting of the Issuer or of
         the Guarantor.

4.2      NO PARTICIPATION RIGHTS

         The Notes carry no right for any Noteholder in that capacity to
         participate in any offering or issue of securities by the Issuer or the
         Guarantor, and each of the Issuer and the Guarantor reserve the right
         at all times to offer or issue securities to any person in any manner.

5.       NOTE CERTIFICATES

5.1      ISSUE OF NOTE CERTIFICATES

         (a)      Subject to the Terms of Issue, each Noteholder will be
                  entitled to one Note Certificate for the Notes in respect of
                  which the Noteholder is registered as the holder.

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         (b)      No Noteholder may waive their entitlement to a Note
                  Certificate.

         (c)      If the Corporations Act includes a provision applicable to the
                  Issuer to the effect that no Note Certificate or other
                  document is required to be completed and delivered by the
                  Issuer in relation to the allotment or issue of a Note, then
                  no entitlement under Condition 5.1(a) will arise.

5.2      DEFACED NOTE CERTIFICATES

         Subject to the Terms of Issue, if any Note Certificate becomes defaced
         then, on production and delivery of that Note Certificate to the Issuer
         together with any other evidence as the Issuer may require, the Issuer
         will, subject to the Terms of Issue, cancel that Note Certificate and
         issue a new Note Certificate in its place.

5.3      LOST OR DESTROYED NOTE CERTIFICATES

         Subject to the Corporations Act and the Terms of Issue, if any Note
         Certificate is lost or destroyed then the Issuer will issue a duplicate
         Note Certificate in its place on application in writing by the
         Noteholder accompanied by:

         (a)      a statutory declaration or any other evidence that the Issuer
                  may require that the Note Certificate has been lost or
                  destroyed and has not been pledged, mortgaged, charged, sold
                  or otherwise disposed of and, if lost, that proper searches
                  for that Note Certificate have been made;

         (b)      an undertaking in writing that if the original Note
                  Certificate is found or received by the Noteholder, it will be
                  returned promptly to the Issuer;

         (c)      payment to the Issuer of such out-of-pocket expenses of the
                  Issuer as the Issuer Board deems adequate for attending to the
                  application; and

         (d)      any other matter or thing which the Issuer reasonably
                  requires.

5.4      STAMP DUTY

         Any stamp, transaction or registration tax or duty payable on a new
         Note Certificate issued under Condition 5.2 or 5.3 must be paid by the
         Noteholder.

5.5      CANCELLATION OF NOTE CERTIFICATE

         The ranking of a Note will in no way be affected by the cancellation of
         the Note Certificate in respect of that Note.

5.6      NOTE CERTIFICATE NOT EVIDENCE OF TITLE

         A Note Certificate is not evidence of title or ownership of any Notes.
         Condition 1.5 applies to the Notes.

6.       JOINT NOTEHOLDERS

6.1      NATURE OF INTEREST

         Where two or more persons are registered as the holders of any Notes,
         they are considered to hold the Notes as joint tenants with benefits of
         survivorship, subject to the terms of this Condition 6.

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6.2      LIMIT ON NUMBER OF JOINT NOTEHOLDERS

         Subject to Condition 8.4, the Issuer is not bound to register more than
         three persons as the holders of any Note.

6.3      LIABILITY FOR PAYMENTS

         The joint Noteholders in respect of any Note are liable severally as
         well as jointly in respect of all payments which ought to be made by
         the joint Noteholders in respect of the Note.

6.4      PAYMENT TO JOINT NOTEHOLDERS

         Any one of the joint Noteholders in respect of a Note may give a
         receipt for any amount (including the Redemption Amount) payable to the
         joint Noteholders, and the payment of any such amount to any one of the
         joint Noteholders will be an effective discharge by the Issuer of its
         obligations in relation to that Note.

6.5      DEATH OF JOINT NOTEHOLDER

         On the death of any one of the joint Noteholders in respect of any
         Note, the remaining joint Noteholders will be the only persons
         recognised by the Issuer as having any title to the Note, but the
         Issuer Board may require evidence of death and the estate of the
         deceased joint Noteholder is not released from any liability in respect
         of the Note.

6.6      NOTICES AND NOTE CERTIFICATES

         Only the person whose name stands first in the Register as one of the
         joint Noteholders in respect of any Note is entitled, subject to the
         Terms of Issue, to delivery of a Note Certificate relating to the Note
         or to receive notices from the Issuer, and any notice given to that
         person is considered notice to all the joint Noteholders.

6.7      JOINT ACTION BY JOINT NOTEHOLDERS

         Subject to the Terms of Issue, all of the joint Noteholders in respect
         of any Note must join in:

         (a)      any transfer of the relevant Note; or

         (b)      any application for the replacement of a Note Certificate
                  which has been lost or destroyed.

7.       NON-RESIDENT NOTEHOLDERS

         Where Notes are held by, or on behalf of, a person resident outside the
         Commonwealth of Australia, then, despite anything to the contrary
         contained in or implied by the Terms of Issue, it is a condition
         precedent to any right of the Noteholder:

         (a)      to receive payment of the Redemption Amount for each of those
                  Notes; and

         (b)      to receive payment of any other amount under or in respect of
                  those Notes,

         that all necessary Authorisations are obtained or made, and all other
         applicable regulatory requirements are satisfied, at the cost of the
         Noteholder.

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8.       TRANSFER OF NOTES

8.1      METHOD OF TRANSFER

         (a)      A transfer of any Notes may be effected by a written transfer
                  in the usual or common form or in any form the Issuer Board
                  may prescribe or in a particular case accept, properly stamped
                  (if necessary), being delivered to the Issuer.

         (b)      A written transfer:

                  (i)      may comprise two or more documents;

                  (ii)     subject to the Corporations Act, must be executed by
                           the transferor and the transferee; and

                  (iii)    must also be endorsed or accompanied by an instrument
                           executed by the transferee to the effect that the
                           transferee agrees to accept the Notes subject to the
                           terms and conditions on which the transferor held
                           them, to become a Noteholder and to be bound by the
                           Terms of Issue. Such instrument must be in any form
                           the Issuer Board may prescribe or in a particular
                           case accept.

         (c)      Every transfer must be left for registration at the place
                  where the Register is maintained or any other place the Issuer
                  Board determines. Unless the Issuer Board otherwise determines
                  either generally or in a particular case, the transfer is to
                  be accompanied by the Note Certificate (if any) for the Notes
                  to be transferred. In addition, the transfer is to be
                  accompanied by any other evidence which the Issuer Board may
                  require to prove the title of the transferor, the transferor's
                  right to transfer the Notes, execution of the transfer or
                  compliance with the provisions of any law relating to stamp
                  duty.

8.2      TRANSFER OF TITLE

         The transferor of a Note is considered to remain the holder of the Note
         transferred until the name of the transferee is entered in the Register
         in respect of the Note. Upon registration the transferee will have all
         the rights and obligations of the transferor, and all of the rights and
         obligations of a Noteholder under the Terms of Issue. A transfer of
         Notes does not pass the right to any amount payable or any other rights
         on the Notes until such registration.

8.3      REFUSAL TO REGISTER

         (a)      The Issuer Board may refuse to register any transfer of Notes:

                  (i)      where the transfer is not in accordance with
                           Condition 8.1; or

                  (ii)     on which the Issuer has a lien.

         (b)      The decision of the Issuer Board relating to the registration
                  of a transfer is absolute. Failure to give notice of refusal
                  to register any transfer as may be required under the
                  Corporations Act does not invalidate the decision of the
                  Issuer Board.

8.4      LIMIT ON NUMBER OF TRANSFEREES

         No transfer of a Note may be made to more than three transferees
         jointly unless the transferees are the personal representatives of a
         deceased Noteholder who is the transferor of the Note.

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8.5      CHARGES FOR TRANSFER

         Transfers of Notes will be registered without charge by the Issuer to
         the transferor or the transferee.

8.6      STATUS OF DOCUMENTS

         (a)      Subject to Condition 8.1(c), on each application to register
                  the transfer of any Notes or to register any person as the
                  holder in respect of any Notes transmitted to that person by
                  operation of law or otherwise, the Note Certificate (if any)
                  specifying the Notes in respect of which registration is
                  required must be delivered to the Issuer for cancellation and
                  on registration the Note Certificate is considered to have
                  been cancelled.

         (b)      Each transfer which is registered may be retained by the
                  Issuer for any period determined by the Issuer Board, after
                  which the Issuer may destroy it. Any transfer which is not
                  registered will (except in the case of fraud or suspected
                  fraud) be returned on demand to the person depositing the
                  transfer.

9.       TRANSMISSION ON DEATH OR BY LAW

9.1      TRANSMISSION ON DEATH

         The personal representative of a deceased Noteholder (which Noteholder
         is not a joint Noteholder) is the only person recognised by the Issuer
         as having any title to Notes registered in the name of the deceased
         Noteholder. Subject to compliance by the transferee with the Terms of
         Issue, the Issuer Board may register any transfer signed by a
         Noteholder prior to the Noteholder's death, despite the Issuer having
         notice of the Noteholder's death.

9.2      TRANSMISSION BY OPERATION OF LAW

         A person (a TRANSMITTEE) who establishes to the satisfaction of the
         Issuer Board that the right to any Notes has devolved on the
         transmittee by will or by operation of law may be registered as a
         holder in respect of the Notes or may (subject to the provisions of the
         Terms of Issue relating to transfers) transfer the Notes. The Issuer
         Board has the same right to refuse to register the transmittee under
         Condition 8.3(a) as if the transmittee was the transferee named in a
         transfer presented for registration (provided that the transmittee will
         not be required to comply with Conditions 8.1(a) or (b)(i) or (ii)).

10.      INDEMNITY TO THE ISSUER

10.1     LIABILITY OF THE ISSUER

         Condition 10.2 applies if any law imposes or purports to impose any
         immediate or future or possible liability on the Issuer to make any
         payment, or empowers any Governmental Agency to require the Issuer to
         make any payment, in respect of any Notes held either jointly or solely
         by any Noteholder, or in respect of any transfer of those Notes, or in
         respect of any money due or payable or accruing due or which may become
         due or payable to the Noteholder by the Issuer under or in respect of
         any Notes or for or on account or in respect of any Noteholder, whether
         because of:

         (a)      the death of the Noteholder;

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         (b)      the non-payment of any income Tax or other Tax by the
                  Noteholder;

         (c)      the non-payment of any estate, probate, succession, death,
                  stamp or other duty by the Noteholder or a personal
                  representative of that Noteholder or by or out of the
                  Noteholder's estate; or

         (d)      any other act or thing in relation to a Note or the
                  Noteholder.

10.2     INDEMNITY

         In each case referred to in Condition 10.1:

         (a)      the Issuer is to be fully indemnified, as a continuing
                  indemnity, against all liability by the Noteholder or the
                  Noteholder's personal representative and by any person who
                  becomes registered as the holder of the Notes on the
                  distribution of the deceased Noteholder's estate;

         (b)      the Issuer has a lien or charge on the Notes for all money
                  paid by the Issuer in respect of the Notes under or because of
                  any law;

         (c)      the Issuer has a lien on all money payable under or in respect
                  of the Notes registered in the Register as held either jointly
                  or solely by the Noteholder for all money paid or payable by
                  the Issuer in respect of the Notes under or in consequence of
                  any law, together with interest at a rate the Issuer Board may
                  determine from the date of payment by the Issuer to the date
                  of repayment by the Noteholder, the Noteholder's personal
                  representative or any person who becomes registered as the
                  holder of the Notes on the distribution of the deceased
                  Noteholder's estate, and may deduct from or set off against
                  any money payable any money paid or payable by the Issuer
                  together with interest;

         (d)      the Issuer may recover as a debt due from the Noteholder or
                  the Noteholder's personal representative, or any person who
                  becomes registered as the holder of the Notes on the
                  distribution of the deceased Noteholder's estate, any money
                  paid by the Issuer under or in consequence of any law which
                  exceeds any money then due or payable by the Issuer to the
                  Noteholder, together with interest at a rate the Issuer Board
                  may determine from the date of payment to the date of
                  repayment; and

         (e)      the Issuer may, if any money is paid or payable by the Issuer
                  under any law, refuse to register a transfer of any Notes by
                  the Noteholder or the Noteholder's personal representative
                  until the money and interest is set off or deducted or, in
                  case the money and interest exceeds the amount of any money
                  then due or payable by the Issuer to the Noteholder, until the
                  excess is paid to the Issuer.

10.3     REMEDIES CUMULATIVE

         Nothing in Conditions 10.1 and 10.2 affects any right or remedy which
         any law confers on the Issuer and any right or remedy is enforceable by
         the Issuer whether against the Noteholder or the Noteholder's personal
         representative.

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11.      NOTICES

11.1     NOTICES TO NOTEHOLDERS

         Any notice, demand, consent or other communication (a NOTICE) given or
         made under the Terms of Issue by the Issuer, the Guarantor or the Note
         Trustee to a Noteholder is valid if delivered by prepaid ordinary post
         (airmail if posted to a place outside Australia) or by hand to the
         address of the Noteholder specified in the Register (or, in the case of
         joint Noteholders, to the address of the Noteholders whose name stands
         first in the Register). If the Notice is signed, the signature may be
         original or printed.

11.2     NOTICES TO ISSUER, GUARANTOR OR NOTE TRUSTEE

         Any Notice from a Noteholder to the Issuer, the Guarantor or the Note
         Trustee:

         (a)      must be in writing and signed by a person duly authorised by
                  the Noteholder;

         (b)      must be delivered to the intended recipient by prepaid
                  ordinary post (airmail if posted from a place outside
                  Australia) or by hand or fax to the address below or the
                  address last notified by the intended recipient:

                  (i)      to the Issuer or to the    5 Bowen Crescent
                           Guarantor:                 Melbourne Victoria 3000

                                                      Attention: The Company
                                                      Secretary

                                                      Fax No: (03) [*]

                  (ii)     to the Note Trustee:       [*]
                                                      Attention: [*]

                                                      Fax No: [*].

11.3     DELIVERY

         A Notice will be taken to be duly given or made:

         (a)      in the case of delivery in person, when delivered; and

         (b)      in the case of delivery by post, two Business Days after the
                  date of posting (if posted to an address in the same country)
                  or seven Business Days after the date of posting (if posted to
                  an address in another country).

11.4     NOTICE TO TRANSFEROR BINDS TRANSFEREE

         Every person who, by operation of law, transfer or any other means,
         becomes entitled to be registered as the holder of any Notes is bound
         by every Notice which, prior to the person's name and address being
         entered in the Register in respect of the Notes, was properly given to
         the person from whom the person derived title to those Notes.

11.5     SERVICE ON DECEASED NOTEHOLDERS

         A Notice delivered in accordance with this Condition 11 is (despite the
         fact that the Noteholder is then dead and whether or not the Issuer has
         notice of the Noteholder's death) considered to have been properly
         delivered in respect of any Notes, whether held solely or jointly with
         other persons by the Noteholder, until some other person or persons
         (including the surviving joint Noteholders) is or

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         are registered in the Noteholder's place as the Noteholder or joint
         Noteholders. The delivery is sufficient delivery of the Notice on the
         Noteholder's personal representative and any persons jointly interested
         with the Noteholder in the Notes.

12.      GOVERNING LAW AND JURISDICTION

12.1     GOVERNING LAW

         The Notes are governed by the laws of Victoria, Australia.

12.2     JURISDICTION

         The Issuer and each Noteholder submits to the non-exclusive
         jurisdiction of courts exercising jurisdiction in Victoria, Australia
         in connection with matters concerning the Notes. The Issuer and each
         Noteholder waives any right they have to an action being brought in
         those courts, or to claim that the action has been brought in an
         inconvenient forum, or to claim those courts do not have jurisdiction.

13.      DEFINITIONS AND INTERPRETATION

13.1     DEFINITIONS

         In this schedule 1, the following definitions apply unless the context
         requires otherwise.

         AUTHORISATION means:

         (a)      any consent, authorisation, registration, filing, lodgement,
                  permit, franchise, agreement, notarisation, certificate,
                  permission, licence, approval, direction, declaration,
                  authority or exemption from, by or with a Governmental Agency;
                  or

         (b)      in relation to anything which will be fully or partly
                  prohibited or restricted by law if a Governmental Agency
                  intervened or acted in any way within a specified period after
                  lodgement, filing, registration or notification, the expiry of
                  that period without intervention or action.

         BUSINESS DAY means a day, other than a Saturday, Sunday or public
         holiday, on which banks are open for business in Melbourne, Australia.

         CORPORATIONS ACT means the Corporations Act 2001 (Cth).

         ENCUMBRANCE means any mortgage, pledge, charge, lien, assignment by way
         of security, hypothecation, security interest, title retention,
         preferential right or trust arrangement and any other security
         agreement or security arrangement or any other arrangement having the
         same effect as any of the foregoing, of whatever nature, other than
         liens arising by operation of law.

         END DATE means 30 September 2004.

         GOVERNMENTAL AGENCY means a government or a governmental,
         semi-governmental or judicial entity or authority. It includes a
         self-regulatory organisation established under statute or any stock
         exchange.

         GUARANTOR means TABCORP Holdings Limited (ABN 66 063 780 709).

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         ISSUER means [*TABCORP ISSUER] (ABN [*]).

         ISSUER BOARD means the board of directors of the Issuer from time to
         time.

         JUPITERS means Jupiters Limited (ABN 78 010 741 045).

         NET SALE PROCEEDS has the meaning given in schedule 3.

         NOTE means an unsecured note issued by the Issuer on the Terms of Issue
         and having no fixed maturity date and for the time being outstanding,
         and a reference to a Note that is outstanding as at a particular date
         means a Note that has not been redeemed, or otherwise cancelled, prior
         to that date.

         NOTE CERTIFICATE means a certificate issued by the Issuer in accordance
         with Condition 5.

         NOTE TRUSTEE means [*] (ABN [*]) or any replacement appointed under the
         Terms of Issue.

         NOTEHOLDER means, in relation to a Note, the person whose name is
         entered in the Register as the holder of that Note from time to time.

         PAYMENT DATE means the date which is 5 Business Days after the Record
         Date.

         RECORD DATE means the date which is 10 Business Days after the date of
         final determination of the amount of the Net Sale Proceeds in
         accordance with schedule 3.

         REDEMPTION AMOUNT means, in relation to each Note, the amount
         calculated as follows:

                  R = P / N

                  where:

                  R        is the Redemption Amount;

                  P        is the amount of the Net Sale Proceeds; and

                  N        is the total number of fully paid ordinary shares in
                           Jupiters on issue at the record date for
                           implementation of the Ordinary Scheme.

         REDEMPTION CONDITIONS means each of:

         (a)      Jupiters and its relevant Related Bodies Corporate entering
                  into a Sale Agreement on or before the Sale Deadline; and

         (b)      the Sale Completion occurring on or before the End Date.

         REGISTER means the register of persons who hold Notes required to be
         established and maintained by the Issuer in accordance with this deed
         and the Corporations Act.

         RELATED BODY CORPORATE means, in relation to a body corporate, a body
         corporate which is related to that body corporate within the meaning of
         section 50 of the Corporations Act.

         SALE AGREEMENT has the meaning given in schedule 3.

         SALE COMPLETION has the meaning given in schedule 3.

         SALE DEADLINE means 30 June 2004.

         TAX means any tax, levy, impost, deduction, charge, rate, duty,
         compulsory loan or withholding which is levied or imposed by a
         Governmental Agency, and any related interest, penalty, charge, fee or
         other amount. It includes GST.

         TERMS OF ISSUE means the terms of issue of the Notes, as set out in
         this deed (including this schedule 1 and schedules 2 and 3).

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MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

13.2     INTERPRETATION

         In this schedule 1, headings are for convenience only and do not affect
         interpretation, and the following rules apply unless the context
         requires otherwise.

         (a)      The singular includes the plural and conversely.

         (b)      A gender includes all genders.

         (c)      If a word or phrase is defined, its other grammatical forms
                  have a corresponding meaning.

         (d)      A reference to a person, corporation, trust, partnership,
                  unincorporated body or other entity includes any of them.

         (e)      A reference to a Condition is to a condition of this schedule
                  1, as amended, varied, supplemented, novated or replaced.

         (f)      A reference to an agreement or document is to the agreement or
                  document as amended, varied, supplemented, novated or
                  replaced, except to the extent prohibited by that agreement or
                  document.

         (g)      A reference to a person includes a reference to the person's
                  executors, administrators, successors, substitutes (including
                  persons taking by novation) and assigns.

         (h)      A reference to legislation or to a provision of legislation
                  includes a modification or re-enactment of it, a legislative
                  provision substituted for it and a regulation or statutory
                  instrument issued under it.

         (i)      A reference to $ is to the lawful currency of Australia.

         (j)      Words and phrases not specifically defined in this schedule 1
                  have the same meanings (if any) given to them in the
                  Corporations Act.

         (k)      A reference to time is a reference to time in Melbourne,
                  Australia.

         (l)      If the day on which any act, matter or thing is to be done is
                  a day other than a Business Day, such act, matter or thing
                  must be done on the immediately succeeding Business Day.

         (m)      The meaning of general words is not limited by specific
                  examples introduced by INCLUDING, or FOR EXAMPLE, or similar
                  expressions.

                                                                        Page 152
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

SCHEDULE 3 TO THE PROPOSED CENTREBET NOTE DEED

NET SALE PROCEEDS

1.       DEFINITIONS

         In this schedule 3, the following definitions apply unless the context
         requires otherwise.

         ACCOUNTING PRINCIPLES means:

         (a)      Australian accounting standards approved under the
                  Corporations Act from time to time; and

         (b)      to the extent any matter is not covered by those standards,
                  generally accepted accounting principles applied from time to
                  time in Australia,

         in each case consistent with the approach adopted in the audited
         financial statements of Jupiters and its Subsidiaries as at 30 June
         2003.

         AUDITOR means Ernst & Young.

         EXPERT ACCOUNTANT means PricewaterhouseCoopers Securities Ltd, acting
         through a Sydney or Melbourne-based partner of PricewaterhouseCoopers,
         or such other person as the Issuer and the Note Trustee agree will be
         responsible for determinations in accordance with paragraph 2 of this
         schedule 3.

         MERGER IMPLEMENTATION AGREEMENT means the Merger Implementation
         Agreement dated [*] 2003 between TABCORP and Jupiters.

         NET SALE PROCEEDS means, in relation to a Sale Agreement, an amount
         (calculated in accordance with paragraph 2 of this schedule 3) equal to
         the aggregate of:

         (a)      the cash amounts received by Jupiters and its relevant Related
                  Entities in respect of the purchase price under the Sale
                  Agreement, after taking into account any adjustments to the
                  purchase price which have been made in accordance with the
                  Sale Agreement, and the cash amounts received by Jupiters and
                  its relevant Related Entities in respect of the purchase price
                  under any other document contemplated by the Sale Agreement;
                  plus

         (b)      the amount adjusted in favour of the purchaser under the Sale
                  Agreement on account of monies owed to customers of Centrebet
                  Pty Limited (ABN 76 082 760 610) (CENTREBET) as a result of
                  deposits by customers under their contract with Centrebet
                  occurring before completion under the Sale Agreement; plus

         (c)      the amount adjusted in favour of the purchaser under the Sale
                  Agreement on account of monies placed by Centrebet customers
                  for wagers with the business sold under the Sale Agreement
                  prior to completion under the Sale Agreement, where those
                  wagers are decided after completion under the Sale Agreement,
                  after subtracting the amount adjusted under the Sale Agreement
                  on account of monies owed to third parties for wagers placed
                  with third parties relating to the business sold under the
                  Sale Agreement prior to completion under the Sale Agreement,
                  where those wagers are decided after completion under the Sale
                  Agreement; plus

                                                                        Page 153
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (d)      an amount equal to the net profit after tax that is
                  attributable to the business sold under the Sale Agreement
                  from 1 July 2003 to the date of completion under the Sale
                  Agreement; less

         (e)      the amount of cash (if any) forming part of the assets sold
                  under the Sale Agreement, or remaining with Centrebet in the
                  case of a sale of Centrebet to the purchaser (except in the
                  latter case to the extent that such cash is attributable to
                  customer deposits or wagers referred to in paragraphs (b) and
                  (c) above); less

         (f)      the aggregate amount of all costs and taxes, levies, duties
                  and charges (including income tax, capital gains tax and stamp
                  duty) incurred or payable by, or which will be charged back
                  to, Jupiters or any of its Related Entities (as they exist
                  immediately prior to the date that the Ordinary Scheme becomes
                  effective under the Corporations Act) under or in connection
                  with the Sale Agreement or in connection with any
                  restructuring of the assets sold to, and the liabilities
                  assumed by, the purchaser under the Sale Agreement prior to,
                  or subsequent to, the entry into the Sale Agreement,
                  including:

                  (i)      the costs of financial, accounting and legal
                           advisers;

                  (ii)     the costs arising from any payment to, or any claim
                           by, any employee of the business sold under the Sale
                           Agreement who is not offered, or does not accept an
                           offer of, employment by the purchaser relating to the
                           redundancy of that employee as a result of or in
                           connection with the sale under the Sale Agreement;
                           and

                  (iii)    an amount equal to the aggregate of:

                           (A)      the costs incurred by Jupiters or any of its
                                    Related Entities in relation to the
                                    termination of; and

                           (B)      the net present value (applying a discount
                                    rate of 8%) of the additional costs which
                                    are reasonably likely to be incurred after
                                    completion under the Sale Agreement by
                                    Jupiters or any of its Related Entities
                                    under, or in relation to the termination of,

                           any contract, arrangement or understanding forming
                           part of the assets sold (or intended to be sold)
                           under the Sale Agreement Assets which is not assigned
                           or novated to the purchaser under the Sale Agreement
                           (except in the case of a sale of Centrebet to the
                           purchaser where assignment or novation to the
                           purchaser is not required as a result of Centrebet
                           being the relevant party to that contract,
                           arrangement or understanding); less

         (g)      $500,000; less

         (h)      (i)      $10 million; and

                  (ii)     12% of the amount by which the amount calculated in
                           accordance with paragraphs (a) to (g) above exceeds
                           $30 million.

         SALE AGREEMENT means a definitive and legally binding agreement,
         whether conditional or unconditional, for the sale, to a person other
         than Jupiters or any of its Related Bodies Corporate, of the internet
         and telephone gambling business conducted (or proposed, as contemplated
         by the Merger Implementation Agreement, to be conducted) by Centrebet
         Pty Limited (ABN 76 082 760 610) and Jupiters UK Limited (Company
         Number 04279246), entered into after 31 October 2003 as contemplated by
         the Merger Implementation Agreement.

                                                                        Page 154
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         SALE COMPLETION means the first time at which both of the following are
         satisfied:

         (a)      completion under a Sale Agreement has occurred; and

         (b)      the purchase price payable by the purchaser under that Sale
                  Agreement has been received by Jupiters and its relevant
                  Related Bodies Corporate, and any adjustments to that purchase
                  price have been made, and any disputes in relation to any such
                  adjustments have been finally determined, in accordance with
                  that Sale Agreement.

         SUBSIDIARY has the meaning given in the Corporations Act.

2.       CALCULATION OF NET SALE PROCEEDS

2.1      PREPARATION AND AUDIT OF CALCULATION

         The Issuer must procure the preparation, and delivery to the Note
         Trustee, of a written calculation of, and an audit certificate of the
         Auditor as to, the amount of the Net Sale Proceeds as soon as
         practicable after the Sale Completion. The written calculation must be
         the subject of audit by the Auditor and certified in the audit
         certificate. The written calculation must be prepared, to the extent
         relevant, in accordance with the Accounting Principles.

2.2      PROVISION OF ASSISTANCE

         The Issuer must procure that TABCORP and its Subsidiaries, and all
         directors and employees of TABCORP and its Subsidiaries, give, on
         reasonable notice, all necessary assistance to and provide full and
         complete access to all information (including books, records and
         accounts) as may be reasonably requested by the Auditor for the purpose
         of auditing the written calculation, and preparing the audit
         certificate, referred to in paragraph 2.1 of this schedule 3.

2.3      DISPUTE BY ISSUER

         (a)      (NOTICE OF DISPUTE) Unless within 5 Business Days of the date
                  of delivery of the written calculation and audit certificate
                  under paragraph 2.1 of this schedule 3, the Issuer gives
                  notice in writing (a DISPUTE NOTICE) to the Note Trustee that
                  it does not agree that the written calculation and the audit
                  certificate have been prepared in accordance with this
                  schedule 3, the Issuer will be deemed to agree to the
                  correctness of that written calculation and the audit
                  certificate for the purposes of this deed (including the
                  Conditions) and the Certificate will be final and binding on
                  the Issuer, the Note Trustee and the Noteholders.

         (b)      (BEST ENDEAVOURS TO RESOLVE) If the Issuer gives a Dispute
                  Notice, then the Issuer and the Auditor must use their best
                  endeavours to reach agreement as to the matter or matters in
                  dispute within 10 Business Days after the service of that
                  Dispute Notice.

         (c)      (REFERENCE TO EXPERT ACCOUNTANT) If no agreement is reached as
                  to the matter or matters in dispute within 10 Business Days of
                  service of a Dispute Notice, such matter or matters must be
                  referred to the Expert Accountant for determination. The
                  Expert Accountant will act as an expert and not as an
                  arbitrator. The Expert Accountant must be instructed to notify
                  its determination to the Issuer and the Note Trustee as soon
                  as practicable following the Expert Accountant's appointment,
                  by means of a written determination which will be final and
                  binding on the Issuer, the Note Trustee and the Noteholders.

                                                                        Page 155
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

         (d)      (PROVISION OF INFORMATION) The Expert Accountant will have the
                  right to request any information from the Auditor and the
                  Issuer relevant to any determination it may be required to
                  make. If any matter is referred to the Expert Accountant, the
                  Issuer and the Auditor must use their best endeavours to
                  cooperate with the Expert Accountant in resolving the matter
                  or matters the subject of the Dispute Notice and for that
                  purpose must provide all such information and documentation as
                  the Expert Accountant may reasonably require. Each of the
                  Issuer and the Auditor will be entitled to submit written
                  representations to the Expert Accountant in connection with
                  the matter or matters the subject of the Dispute Notice.

         (e)      (DETERMINATION BY EXPERT ACCOUNTANT) Promptly upon the
                  determination of the matter or matters the subject of the
                  Dispute Notice, the Issuer must procure preparation of such
                  adjustments (if any) to the written calculation of the amount
                  of the Net Sale Proceeds as may be required by such
                  determination, and must procure the audit by the Auditor of
                  such adjustments (to the extent required by the determination
                  of the Expert Accountant). Upon such adjustments being
                  prepared and audited (if required), the revised written
                  calculation and audit certificate of the Auditor will be
                  delivered to the Note Trustee, and will be final and binding
                  on the Issuer, the Note Trustee and the Noteholders. In giving
                  its determination as to the matter or matters the subject of a
                  Dispute Notice, the Expert Accountant must state what
                  adjustments (if any) are to be made to the written calculation
                  of the amount of the Net Sale Proceeds, and the further audit
                  (if any) required to be performed by the Auditor.

                                                                        Page 156
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

EXECUTED as an agreement.

EXECUTED by TABCORP HOLDINGS LIMITED:

_____________________________________    _______________________________________
Director Signature                       Director/Secretary Signature

_____________________________________    _______________________________________
Print Name                               Print Name

EXECUTED by JUPITERS LIMITED:

_____________________________________    _______________________________________
Director Signature                       Director/Secretary Signature

_____________________________________    _______________________________________
Print Name                               Print Name

                                                                        Page 157
<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

ANNEXURE A

ORDINARY SCHEME

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

ANNEXURE B

RPS SCHEME

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

ANNEXURE C

OPTION SCHEME

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

ANNEXURE D

DEED POLL

<PAGE>

MERGER IMPLEMENTATION AGREEMENT                    [ALLENS ARTHUR ROBINSON LOGO]

ANNEXURE E

ONGOING CENTREBET ARRANGEMENTS
<PAGE>

ATTACHMENT 2

1.       PLANT AND EQUIPMENT

         The plant and equipment listed in Attachment 1.

2.       BUSINESS RECORDS

         All of Centrebet's and Jupiters' customer, supplier, financial,
         business, and employee records, data, information and documents
         relating directly to the Centrebet Business and/or the Centrebet Assets
         excluding:

         (a)      Jupiters' and Centrebet's books of account and financial
                  records pertaining to such books of account;

         (b)      tax returns and supporting documentation;

         (c)      correspondence and memoranda relating to the relationship
                  between Jupiters and Centrebet and the purchaser;

         (d)      any other confidential information that in the reasonable
                  opinion of Jupiters and Centrebet is not germane to the
                  Centrebet Assets after completion of the Centrebet Sale
                  Agreement; and

         (e)      Centrebet's and Jupiters' board resolutions and minutes and
                  other company records.

3.       GOODWILL

         The goodwill of Centrebet in relation to the Centrebet Business with
         exclusive right for the purchaser to represent itself after completion
         as carrying on the Centrebet Business.

4.       INTELLECTUAL PROPERTY RIGHTS

         (a)      TRADE MARKS

                  The following trade marks together with all of the goodwill
                  and reputation rights in such trade marks, in the
                  jurisdictions in which those marks are registered.

<TABLE>
<CAPTION>
     TRADE MARK             COUNTRY      NUMBER          STATUS                    GOODS/SERVICES
     ----------             -------      ------          ------                    --------------
<S>                        <C>           <C>           <C>           <C>
[TRADE MARK GRAPHIC]       Australia     865990        Registered    CLASS 16: Goods made from paper or
                                                       (renew 14     cardboard; printed matter; promotional
                                                        Feb 2011)    materials in this class; playing cards;
                                                                     calendars; posters

                                                                     CLASS 25: Clothing and headgear

                                                                     CLASS 41: Gaming, wagering, sports betting
                                                                     and bookmaking services
</TABLE>

<PAGE>

                                       2

<TABLE>
<CAPTION>
     TRADE MARK             COUNTRY      NUMBER          STATUS                    GOODS/SERVICES
     ----------             -------      ------          ------                    --------------
<S>                        <C>           <C>           <C>           <C>
[TRADE MARK GRAPHIC]       Norway        212346        Registered    CLASS 16: Goods made from paper or
                                                       (renew 13     cardboard; printed matter; promotional
                                                       Dec 2011)     materials in this class including signage,
                                                                     newspapers, brochures, written marketing
                                                                     material, information material and
                                                                     magazines; playing cards; calendars; posters

                                                                     CLASS 25: Clothing and headgear

                                                                     CLASS 41: Gaming, wagering, sports betting
                                                                     and bookmaking services

[TRADE MARK GRAPHIC]       EU            2183556       Registered    CLASS 16: Goods made from paper or
                                                       (renew 18     cardboard; printed matter; promotional
                                                       Apr 2011)     materials in this class; playing cards;
                                                                     calendars; posters

                                                                     CLASS 25: Clothing and headgear

                                                                     CLASS 41: Gaming, wagering, sports betting
                                                                     and bookmaking services

CENTREBET                  Australia     771374        Registered    CLASS 41: Bookmaking services on sports and
                                                       (renew 27     horseracing (betting)
                                                       Aug 2008)

CENTREBET                  Norway        210689        Registered    CLASS 41: Bookmaking, services on sports and
                                                       (renew 27     horseracing (betting)
                                                       Sep 2011)

CENTREBET                  EU            1102086       Registered    CLASS 41: Gaming, wagering, sports betting
                                                       (renew 8      and bookmaking services
                                                       Mar 2009)
</TABLE>

         (b)      BUSINESS NAME

                  The following business name and any goodwill incidental to
                  such business name.

<TABLE>
<CAPTION>
BUSINESS NAME         JURISDICTION         REFERENCE
-------------         ------------         ---------
<S>                   <C>                  <C>
Centrebet             Northern Territory   NT 68381B
</TABLE>

         (c)      CUSTOMER DATABASE

                  The copyright in Centrebet's customer database containing
                  details of its customers.

<PAGE>

                                       3

5.       BUSINESS CONTRACTS

         The benefit of those contracts listed in Attachment 2 together with
         Centrebet's contracts with its customers and the domain name licences
         referred to below together with all of the goodwill and reputation
         rights associated with such licences.

<TABLE>
<CAPTION>
  DOMAIN NAME              REGISTRAR                REGISTRANT/LICENSEE
  -----------              ---------                -------------------
<S>                    <C>                          <C>
centrebet.com          Network Solutions            Centrebet Pty Ltd

centrebet.net          Network Solutions            Centrebet Pty Ltd

centrebet.org          Network Solutions            Centrebet Pty Ltd

centerbet.com          Network Solutions            Centrebet Pty Ltd

centerbet.net          Network Solutions            Centrebet Pty Ltd

centerbet.org          Network Solutions            Centrebet Pty Ltd

centrebet.com.au       Melbourne IT                 Centrebet Pty Ltd

centrebet.co.uk        Nominet UK Ltd               Steven David Dudman
                                                    (through UK2 Ltd)

Centrebet.dk           DK Hostmaster A/S            Centrebet Pty Ltd

centerbet.co.uk        Nominet UK Ltd               Centrebet Pty Ltd
</TABLE>

6.       BANK ACCOUNTS

         The following bank accounts together with a sum equal to the closing
         balance in such bank accounts on the date of completion of the
         Centrebet Sale.

<TABLE>
<CAPTION>
COUNTRY/CURRENCY                    BANK                 ACCOUNT NO             ACCOUNT NAME
----------------                    ----                 ----------             ------------
<S>                      <C>                            <C>                <C>
Australia                National Australia Bank        519 136 465              Centrebet
(AUD account)                                                                     Pty Ltd

Australia                National Australia Bank        CENTRDKK01           Centrebet Pty Ltd
                                                                                DKK Account
(DKK account)

Australia                National Australia Bank        CENTRUSD01           Centrebet Pty Ltd
(USD account)                                                                   USD Account

Finland (DKK)            Nordea Bank Finland Plc        120042-9007            Centrebet Pty

Finland (EUR)            Nordea Bank Finland Plc        120030-12989           Centrebet Pty

Germany (EUR)            Dresdner Bank                  09 778 056 00            Centrebet

Norway (NOK)             Union Bank of Norway           1594 09 62185            Centrebet

Sweden (SEK)             Nordea Bank of Sweden          3959 10 02319            Centrebet

Australia (AUD)          ANZ Banking Group Ltd          7758 07088             Centrebet Pty
                                                                           Limited - Credit Card

Australia (AUD)          ANZ Banking Group Ltd          986926044              Centrebet Pty
                                                                              Limited - Term
                                                                                  Deposit

Australia (AUD)          Westpac Banking Corporation    13-1876            Centrebet Pty Limited
</TABLE>

<PAGE>

                                       4

<TABLE>
<CAPTION>
COUNTRY/CURRENCY                    BANK                 ACCOUNT NO             ACCOUNT NAME
----------------                    ----                 ----------             ------------
<S>                      <C>                            <C>                <C>
United Kingdom           National Westminster (Royal    16179056            Jupiters UK Limited
(GBP)                    Bank of Scotland)
</TABLE>

7.       PREPAYMENTS

         The value and benefit of all prepayments, outgoings and expenses paid
         by Jupiters or Centrebet in connection with the Centrebet Assets and
         the Centrebet Business in respect of any period after completion of the
         Centrebet Sale.

8.       PLACED WAGERS

         The value and benefit of undecided wagers placed by Centrebet with a
         third party prior to completion decided after completion of the
         Centrebet Sale Agreement.

9.       TAKEN WAGERS

         The value and benefit of any losing wagers placed with the Centrebet
         Business prior to completion decided after completion of the Centrebet
         Sale Agreement.

10.      CENTAUR SOFTWARE

         The copyright in the source and object code of the following software
         modules:

<TABLE>
<CAPTION>
         MODULE              ORIGIN          VERSION
         ------              ------          -------
<S>                         <C>             <C>
Components
ARM                         CENTAUR         2.4.0.0
BAR                         CENTAUR         2.4.0.0
BOK                         CENTAUR         2.4.0.0
BRA                         CENTAUR         2.4.0.0
DAG                         CENTAUR         2.4.0.0
FIX                         CENTAUR         2.4.0.0
HRB                         CENTAUR         2.4.0.0
NTW                         CENTAUR         2.0.0.1
Sports Betting              CENTAUR         2.4.0.0
NTDIB Service
PSP                         CENTAUR         2.3.03
SDI                         CENTAUR         2.4.0.0

Dynamic Linked Libraries
Bugslayer.dll               CENTREBET       1.0.0.1
Rim.dll                     CENTREBET       2.4.0.0
Cryptoki.dll                CENTREBET       NA
Sbpopb.dll                  CENTREBET       2.4.0.0
Dbghelp.dll                 CENTREBET       5.0.2195.1

Web
PHP API                     CENTAUR         2.3.0.0
GENERAL API                 CENTAUR         2.3.0.0
SEO Site                    CENTAUR         2.3.0.0
Admin Site                  CENTAUR         2.3.0.0
Main Site                   CENTAUR         2.3.0.0
</TABLE>

<PAGE>

                                       5

11.      CENTAUR/COUGAR SOFTWARE

         The licence of the software as contained in Centaur Software Assignment
         and Licence Agreement set out in annexure E.

12.      BPAY

         Bpay Biller Code 36400.

13.      DEBTORS

         All amounts due to the Centrebet Business at completion by or in
         respect of trade debtors.

14.      CENTREBET LIMITED SHARE

         The one share in Centrebet Limited

15.      JUPITERS UK LIMITED

         The 10 shares in Jupiters UK Limited.

16.      ASSETS IN THE ORDINARY COURSE OF BUSINESS

         All assets acquired by Jupiters or Centrebet in the ordinary course of
         business after 30 April 2003 which relate directly to the Centrebet
         Business.

17.      CONTRACTS IN THE ORDINARY COURSE OF BUSINESS

         All contracts entered into by Jupiters or Centrebet in the ordinary
         course of business after 30 April 2003 which relate directly to the
         Centrebet Business.

18.      LICENCES

         The Licence to Conduct Business of Sports Bookmaker granted to Jupiters
         NT Pty Limited under section 90 of the Racing and Betting Act (Northern
         Territory), and any licence granted to Centrebet under Division 5 of
         the Gaming Control Act 1993 (Northern Territory) after the date of this
         Agreement, should such licences be assignable.

<PAGE>


 TABLE OF CONTRACTS TO BE ASSIGNED TO PURCHASER UNDER CENTREBET SALE AGREEMENT

         NAME AND PARTIES

         SALES, MARKETING AND DISTRIBUTION

1        Agreement between Getty Images Pty Limited and Centrebet Pty Ltd (dated
         9 December 2002)

2        Affiliate Partner Linking Agreement between Centrebet Pty Ltd and
         BetBrain Ltd (dated 3 August 2001)

3        Affiliate Agreement between Phoenix Online and Centrebet (dated 1 May
         2003)

4        Sponsorship Agreement for 2003 between Centrebet.com and TvDanmark A/S
         (dated 20 December 2003 (sic))

         INFORMATION AND COMMUNICATIONS TECHNOLOGY

1        Licences between Microsoft Corporation and Centrebet Pty Ltd in
         relation to: WinNT CAL 4.0 (dated 3 September 2001), Office XP Pro
         (dated 24 August 2001), WinNT Svr 4.0 (dated 27 February 2001)

         Licences between Microsoft Corporation and Jupiters Ltd in relation to:
         Office XP SB (dated 28 June 2002), Office XP (dated 28 June 2002),
         VsourceSafe 6.0 (dated 7 January 2002), VC++ Pro (dated 6 November
         2001), Project 2000 (dated 20 June 2001), Visio Pro 2002 (dated 20 June
         2001), Visio Std 2002 (dated 20 June 2001), Office XP Pro (dated 3
         November 2002), Project 2000 (dated 30 August 2001)

2        Licences between Check Point Software Technologies Ltd and Centrebet
         Pty Ltd in relation to: ClusterXL (dated 12 March 2002), VPN-1 Bundle
         (dated 29 March 2002), Enterprise Management Console (dated 12 August
         2002), SecuRemote Client (dated 10 September 2001), VPN-1 SecureClient
         (dated 18 April 2002), VPN-1 Gateway (dated 13 March 2002)

3        Licences between Lotus Development Corporation and Centrebet Pty Ltd in
         relation to: Notes client with collaboration (dated 22 November 2000),
         Domino Server (dated 1 June 2002), Domino Designer (dated 1 June 2002)

         Maintenance agreements between Lotus Development Corporation and
         Centrebet Pty Ltd in relation to Notes client with collaboration (dated
         1 June 2002 and 27 February 2003), Domino Server (dated 1 June 2002 and
         27 February 2003), Domino Designer (dated 27 February 2003).

<PAGE>

                                       2

         NAME AND PARTIES

4        Licences between Symantec Australia Pty Ltd and Centrebet Pty Ltd in
         relation to SA MSE 2.1 NT (dated 19 April 2002), A/V Corporate 8.0
         (dated 1 November 2002), A/V Filtering 3.0 Domino (dated 23 May 2002),
         GST Corp 7.5 In #D (dated 29 July 2002), Sav Ent Ed 8.0 in #C Upg.

         Agreements between Symantec Australia Pty Ltd and Centrebet Pty Ltd in
         relation to support, maintenance and upgrade of SA MSE 2.1 NT (dated 19
         April 2002), I/O Sav Corp Ed Gold (dated 14 November 2003), Sav Fltr
         Dom 3.0 (dated 23 May 2002), Sav Fltr Dom 3.0 #B (dated 19 April
         2002-2003), I/O Sav Ent Ed Corp (dated 15 February 2002-2003), Sav Ent
         Ed 8.0 in 1YR FOC (dated 15 February 2002-2003).

5        Licences between Computer Associates International Inc and Centrebet
         Pty Ltd in relation to: ARCServe 2000 (dated 10 May 2002), ARCServe
         2000 Backup Agent for NT, ARCServe 2000 Tape Library, ARCServe 2000
         Backup Agent for Notes, ARCServe 2000 Universal Client Agent, CA OLP
         Solutions Kit

         Maintenance agreements between Computer Associates International Inc
         and Centrebet Pty Ltd in relation to ARCServe 2000 Backup Agent for NT,
         ARCServe 2000, ARCServe 2000 Tape Library, ARCServe 2000 Backup Agent
         for Notes, ARCServe 2000 Universal Client Agent (dated 1 May 2002-2004.

6        Licence agreements between Sybase and Jupiters Ltd in relation to ASE
         Server (1), ASE Standby Server (1), ASE Server Clients (70), ASE Server
         IAL CPUs (8), Replication Server (2), Replication Standby Server (1),
         Replication Server Clients (70), Replication Server IAL CPUs (4).

7        Licence agreement between Adobe Systems Inc and Centrebet Pty Ltd in
         relation to Adobe Acrobat 5.0 (dated 31 October 2002).

8        Licence agreement between Esker Australia Pty Ltd and Centrebet Pty Ltd
         in relation to VSI-FAX for Notes (dated 1 September 2002).

         Software Maintenance and Support Agreement between Esker Australia Pty
         Ltd and Centrebet Pty Ltd. (dated 1 September 2002)

9        Licence agreements between SAS Institute Australia Pty Ltd and Jupiters
         Ltd in relation to data warehouse analysis tools (dated 31 December
         2002)

         Development agreements between SAS Institute Australia Pty Ltd and
         Jupiters Ltd in relation to data warehouse analysis (dated 31 December
         2002)

<PAGE>

                                       3

         NAME AND PARTIES

10       Software Transfer / Maintenance Service Agreement between Centrebet Pty
         Ltd and Dresdner Bank Aktiengesellschaft

11       Maintenance & Support Agreement between Clearswift (Asia/Pacific Pty
         Ltd) Pty Ltd and Centrebet Pty Ltd in relation to MIMESweeper software
         (dated 6 June 2002)

12       Agreement between Exodus Internet Ltd and Centrebet Pty Ltd in relation
         to hosting, colocation, remote support and internet connectivity and
         bandwidth for Centrebet's web servers at Exodus' London, UK colocation
         facility (dated 29 December 2001).

13       Agreement between Biz Digital Pty Ltd and Jupiters Ltd in relation to
         web development services (statements of work dated 30 August 2002)

14       Safecom Search Engine Positioning Contract

15       Agreements between Bizcom (NT) and Centrebet Pty Ltd in relation to
         maintenance of laser printers, fax and photocopier equipment (dated 11
         May 2000)

16       Agreement with Verisign Australia Limited dated 30 April 2003 for
         provision of SSL Server Certificates and certification services.

17       MYOB software to be acquired in late May early June

<PAGE>

                                       4

         NAME AND PARTIES

18       TELSTRA CORPORATION LIMITED

         MOBILE SERVICES

         10 mobile telephone services without associated term contracts

         5 mobile telephone services with associated term contracts ending 13
         November 2003 (x2), 26 May 2004, 7 November 2004

         INTERNET DIRECT SERVICES

         6Mbps Serial Megalink data service with associated term contract ending
         29 April 2004

         1.5Mbps ADSL data service without associated term contract

         2Mbps Serial Megalink data service with associated term contract ending
         19 June 2004

         1.5Mbps ADSL data service with associated term contract ending 4
         February 2004

         FLEXCAB SERVICES (MONTHLY RENTAL)

         Austpac NUI, 4 x Apac NUI Abbreviated Addr Fac (Lot 5120 Stuart Hwy,
         Alice Springs)

         Private Line Megalink 2Mbps (Optic) (Level 36, 50 Bridge St, Sydney, to
         be transferred to Alice Springs)

         Private Line Big Pond 2M (Level 1, 34 Hartley St, Alice Springs)

         2 x Private Line Big Pond 2M; Express4-Network Sa Lmb&Mlnk (Hartley St)

         Telecard

         ISDN 20; OnRamp 30 Clip Per 2M Link; 100 Number Indial Range F1200-1299
         (Hartley St)

         4 x ISDN 2 Businessline Complete + Calling Line Id Presentation
         (Hartley St)

         4 x ISDN 2 Businessline Complete Aux (Alice Springs Exchange)

         1 x Businessline Complete Service Line Hunt Directory (Hartley St)

         13 x Businessline Complete Service Line Hunt Aux (Hartley St)

         12 x Businessline Complete Service (11 at Hartley St; 1 at Lot 1974, 15
         The Fairway Road, Alice)

         2 x Businessline Fax Service (Hartley St)

<PAGE>

                                       5

         NAME AND PARTIES

19       ADDITIONAL PLATFORM, OFFICE AUTOMATION, MESSAGING AND DEVELOPMENT
         SOFTWARE

         Software licensed by Centrebet or Jupiters (where the software
         installed under the licence is used solely in the Centrebet Business)
         and used as an operating system platform, and for office automation,
         messaging and development, in addition to that referred to in the above
         items, and including:

         -     Microsoft Windows;

         -     Microsoft Office;

         -     Microsoft Visio;

         -     Microsoft Project;

         -     Microsoft Access;

         -     Microsoft Visual SourceSafe;

         -     Microsoft Visual C++;

         -     Lotus Notes;

         -     MYOB Asset Manager;

         -     World Mail Server;

         -     Winzip;

         -     Symantec Ghost;

         -     Adobe Photoshop;

         -     Adobe Illustrator;

         -     Adobe Indesign;

         -     Adobe Acrobat;

         -     Macromedia Ultradev;

         -     Webstar;

         -     Macromedia Fireworks;

         -     Macromedia Director;

         -     Macromedia Flash;

         -     FunnelWeb Enterprise;

         -     Legato Octopus HA;

         -     Timbuktu Pro 2000;

         -     Sentinel;

         -     Mac OS9; and

         -     Sybiz.

         MANAGEMENT AND EMPLOYEES

1        Contractor Agreement between Jupiters Limited and CXC Consulting Pty
         Ltd (Chris Corcoran) (dated 6 March 2003)

2        Contractor Agreement between Jupiters Limited and IT Global (UK) (Peter
         Oxenham) (dated 6 March 2003)

3        Temporary Appointment Confirmation and General Terms and Conditions -
         Workzone Pty Ltd (Vanessa Lynch) (dated 2 May 2003)

4        Temporary Appointment Confirmation and General Terms and Conditions -
         Workzone Pty Ltd (Michelle Linehan) (dated 13 March 2003)

5        Odd-Setting Agreement between Centrebet Pty Ltd and Michael Anderssen
         (dated 6 January 2003)

6        Odd-Setting Agreement between Centrebet Pty Ltd and Victor Kristiansen
         (dated 10 March 2003)

<PAGE>

                                       6

         NAME AND PARTIES

7        Odd-Setting Agreement between Centrebet Pty Ltd and Victor Kristiansen
         (dated 30 August 2002)

8        Odd-Setting Agreement between Centrebet Pty Ltd and Pepikn Teunissen
         (dated 20 August 2002)

9        Odd-Setting Agreement between Centrebet Pty Ltd and Andreas Hagen
         (dated 30 August 2002)

10       Odd-Setting Agreement between Centrebet Pty Ltd and Ralf Koschel (dated
         24 October 2002)

11       Odd-Setting Agreement between Centrebet Pty Ltd and Torvald Brynggard
         (dated 18 November 2002)

12       Odd-Setting Agreement between Centrebet Pty Ltd and Vidar Gustad (dated
         18 November 2002)

13       Odd-Setting Agreement between Centrebet Pty Ltd and Claes Svenssen
         (dated 18 November 2002)

         MISCELLANEOUS CONTRACTS

1        GE Capital Fleet Services Operating Lease between Jupiters Limited and
         GE Capital Fleet Services Australia Pty Ltd - Holden VX Commodore
         Executive 3.8 EFI A4 Sedan, Engine Number VA 121957 (commencement date
         24 August 2001 - Latest vehicle return date 24 August 2004)

2        GE Capital Fleet Services Operating Lease between Jupiters Limited and
         GE Capital Fleet Services Australia Pty Ltd - Holden (VX2 Berlina 3.8
         EFI A4 Sedan), Engine Number VA 181839 (commencement date 20 December
         2001 - Latest vehicle return date 19 December 2004)

3        GE Capital Fleet Services Operating Lease between Jupiters Limited and
         GE Capital Fleet Services Australia Pty Ltd - Holden VX Berlina 3.8 EFI
         A4 Sedan, Engine Number VA 115913 (commencement date 15 June 2001 -
         Latest vehicle return date 15 June 2004)

4        Two novation agreements between Jupiters Limited, Gerard Daffy and SMB
         Fleet Management Limited (dated 9 December 2002)

5        Novation agreement between Centrebet, Ian loughlin and Macquire Leasing
         Pty Limited (Undated and unsigned by Macquarie Leasing Pty Limited))

<PAGE>

                                       7

         NAME AND PARTIES

         PROPERTY

1        Memorandum of Lease between Yeperenye Pty Ltd and Centrebet Pty Ltd
         commencing on 1 October 2000 and expiring on 30 September 2005.
<PAGE>

ANNEXURE A:  Scheme of Arrangement

PURSUANT TO SECTION 411 OF THE CORPORATIONS ACT 2001 (Cth)

BETWEEN

                  JUPITERS LIMITED (ABN 78 010 741 045) of 17 Victoria Avenue,
                  Broadbeach, Queensland, Australia

AND

                  THE HOLDERS OF FULLY PAID ORDINARY SHARES IN JUPITERS LIMITED
                  (other than any person holding fully paid ordinary shares in
                  Jupiters Limited on behalf of, or for the benefit of, TABCORP
                  or any of its Related Entities)

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         In this document, the following definitions apply unless the context
         requires otherwise.

         1936 TAX ACT means the Income Tax Assessment Act 1936 (Cth).

         1997 TAX ACT means the Income Tax Assessment Act 1997 (Cth).

         ASIC means the Australian Securities and Investments Commission.

         ASX means Australian Stock Exchange Limited (ABN 98 008 624 691).

         ASX LISTING RULES means the official listing rules of ASX.

         BUSINESS DAY has the meaning given in the ASX Listing Rules.

         CASH CONSIDERATION means:

         (a)      if the Tax Ruling Event occurs, $5.25; and

         (b)      if the Tax Ruling Event does not occur, $6.00.

         CASH CONSIDERATION CAP means:

         (a)      if the Tax Ruling Event occurs, $2.85 multiplied by the number
                  of Scheme Shares on issue at the Record Date; and

         (b)      if the Tax Ruling Event does not occur, $3.60 multiplied by
                  the number of Scheme Shares on issue at the Record Date.

         CASH CONSIDERATION SHARES means, in relation to a Scheme Shareholder,
         the number of that Scheme Shareholder's Scheme Shares determined in
         accordance with clause 5.3.

                                                                          Page 1
<PAGE>

Scheme of Arrangement

         CENTREBET CLASS RULING means a public ruling under Part IVAAA of the
         Taxation Administration Act 1953 (Cth) that:

         (a)      the Centrebet Dividend is a dividend pursuant to section 6(1)
                  of the 1936 Tax Act;

         (b)      the Commissioner of Taxation will not make a determination
                  pursuant to section 177EA(5)(b) of the 1936 Tax Act in respect
                  of the Centrebet Dividend or any part of it;

         (c)      the Commissioner of Taxation will not make a determination
                  pursuant to section 204-30(3)(c) of the 1997 Tax Act in
                  respect of the Centrebet Dividend or any part of it; and

         (d)      section 177E of the 1936 Tax Act does not apply in respect of
                  the Centrebet Dividend or any part of it.

         CENTREBET DIVIDEND means a fully franked special dividend of a cash
         amount equal to the Net Centrebet Proceeds divided by the number of
         Jupiters Shares on issue at the Record Date, to be declared by the
         Jupiters Board and paid by Jupiters in accordance with clause 4.5.

         CENTREBET NOTE means the unsecured note to be issued by TABCORP Issuer
         in accordance with clause 5.1(c)(ii) under the Centrebet Note Deed,
         providing for a potential cash payment to holders.

         CENTREBET NOTE DEED means the Trust Deed dated [*] 2003 between
         TABCORP, TABCORP Issuer and [*TRUSTEE].

         CENTREBET PAYMENT means a payment of a cash amount equal to the Net
         Centrebet Proceeds divided by the number of Jupiters Shares on issue at
         the Record Date, to be made by TABCORP Acquirer in accordance with
         clause 5.1(c)(i).

         CENTREBET PRIVATE RULING means a private ruling under Part IVAA of the
         Taxation Administration Act 1953 (Cth) that:

         (a)      the Centrebet Dividend is a dividend pursuant to section 6(1)
                  of the 1936 Tax Act;

         (b)      the Commissioner of Taxation will not make a determination
                  pursuant to section 177EA(5)(a) of the 1936 Tax Act in respect
                  of the Centrebet Dividend or any part of it; and

         (c)      the Commissioner of Taxation will not make a determination
                  pursuant to section 204-30(3)(a) or section 204-30(3)(b) of
                  the 1997 Tax Act in respect of the Centrebet Dividend or any
                  part of it.

         CENTREBET SALE AGREEMENT means a definitive and legally binding
         agreement, whether conditional or unconditional, for the sale, to a
         person other than Jupiters or any of its Related Entities, of the
         internet and telephone gambling business conducted (or proposed, as
         contemplated by the Merger Implementation Agreement, to be conducted)
         by Centrebet Pty Limited (ABN 76 082 760 610) and Jupiters UK Limited
         (Company Number 04279246), entered into in accordance with the Merger
         Implementation Agreement.

         CENTREBET SALE COMPLETION means the first time at which both of the
         following are satisfied:

         (a)      completion under a Centrebet Sale Agreement has occurred; and

         (b)      the purchase price payable by the purchaser under that
                  Centrebet Sale Agreement has been received by Jupiters and its
                  relevant Related Entities, and any adjustments to that
                  purchase

                                                                          Page 2
<PAGE>

Scheme of Arrangement

                  price have been made, and any disputes in relation to any such
                  adjustments have been finally determined, in accordance with
                  that Centrebet Sale Agreement.

         CENTREBET TAX RULING EVENT means the Commissioner of Taxation making
         each of the Centrebet Class Ruling and the Centrebet Private Ruling
         (having first been provided with a copy of the Merger Implementation
         Agreement).

         CHESS means the Clearing House Electronic Subregister System for the
         electronic transfer of securities, operated by ASX Settlement and
         Transfer Corporation Pty Limited (ABN 49 008 504 532).

         CLASS RULING means a public ruling under Part IVAAA of the Taxation
         Administration Act 1953 (Cth) that:

         (a)      the Special Dividend is a dividend pursuant to section 6(1) of
                  the 1936 Tax Act;

         (b)      the Commissioner of Taxation will not make a determination
                  pursuant to section 177EA(5)(b) of the 1936 Tax Act in respect
                  of the Special Dividend or any part of it;

         (c)      the Commissioner of Taxation will not make a determination
                  pursuant to section 204-30(3)(c) of the 1997 Tax Act in
                  respect of the Special Dividend or any part of it; and

         (d)      section 177E of the 1936 Tax Act does not apply in respect of
                  the Special Dividend or any part of it.

         CONDITIONS PRECEDENT means the conditions precedent set out in clause
         3.1.

         CORPORATIONS ACT means the Corporations Act 2001 (Cth).

         COURT means the Supreme Court of Queensland.

         DEED POLL means the Deed Poll dated [*] 2003 executed by TABCORP,
         TABCORP Acquirer and TABCORP Issuer, pursuant to which each of TABCORP,
         TABCORP Acquirer and TABCORP Issuer has, amongst other things,
         covenanted in favour of Scheme Shareholders to perform the obligations
         contemplated of it under the Ordinary Scheme.

         EFFECTIVE DATE means the date on which the Scheme Order comes into
         effect pursuant to section 411(10) of the Corporations Act.

         ELECTION means a valid election made by a Scheme Shareholder as to the
         form of Ordinary Scheme Consideration (to the extent it comprises Cash
         Consideration or Scrip Consideration) which that Scheme Shareholder
         wishes to receive for the maximum possible number of their Scheme
         Shares in accordance with the form of election included in, or
         accompanying, the Scheme Booklet.

         ELIGIBLE SCHEME SHAREHOLDER means a Scheme Shareholder other than an
         Ineligible Overseas Shareholder.

         EXCLUDED SHARE means a Jupiters Share held by any person on behalf of,
         or for the benefit of, TABCORP or any of its Related Entities.

         IMPLEMENTATION DATE means the third Business Day after the Record Date.

         INELIGIBLE NOTE DEED means the Trust Deed dated [*] 2003 between
         TABCORP, TABCORP Issuer and [*TRUSTEE].

                                                                          Page 3
<PAGE>

Scheme of Arrangement

         INELIGIBLE NOTE TRUSTEE means the person nominated by TABCORP and
         approved by Jupiters to be issued and to hold the Centrebet Notes (if
         any) that are attributable to Ineligible Overseas Shareholders under
         the terms of the Ordinary Scheme.

         INELIGIBLE OVERSEAS SHAREHOLDER means:

         (a)      a Scheme Shareholder whose address as shown in the Jupiters
                  Share Register at the Record Date is in a jurisdiction other
                  than Australia or its external territories, Hong Kong or the
                  United Kingdom; and

         (b)      a Scheme Shareholder to the extent that they hold Scheme
                  Shares on behalf of any person resident in the United States
                  of America,

         except where:

         (c)      in the case of the issue of TABCORP Shares, TABCORP is
                  reasonably satisfied that such issue to that Scheme
                  Shareholder is not prohibited, not unduly onerous and not
                  unduly impracticable in that jurisdiction; and

         (d)      in the case of the issue of Centrebet Notes, TABCORP is
                  reasonably satisfied that such issue to that Scheme
                  Shareholder is not prohibited, not unduly onerous and not
                  unduly impracticable in that jurisdiction.

         JUPITERS means Jupiters Limited (ABN 78 010 741 045).

         JUPITERS BOARD means the board of directors of Jupiters.

         JUPITERS SHARE means a fully paid ordinary share in the capital of
         Jupiters.

         JUPITERS SHARE REGISTER means the register of members of Jupiters
         maintained pursuant to the Corporations Act.

         JUPITERS SHARE REGISTRY means Computershare Investor Services Pty
         Limited (ABN 48 078 279 277) of Level 12, 565 Bourke Street, Melbourne,
         Victoria.

         JUPITERS SHAREHOLDER means each person registered in the Jupiters Share
         Register as the holder of Jupiters Shares.

         MAXIMUM CASH ELECTION has the meaning given in clause 5.3(c).

         MAXIMUM SCRIP ELECTION has the meaning given in clause 5.4(c).

         MERGER IMPLEMENTATION AGREEMENT means the Merger Implementation
         Agreement dated [*] 2003 between TABCORP and Jupiters.

         NET CENTREBET PROCEEDS has the meaning given in the Merger
         Implementation Agreement.

         ORDINARY SCHEME means this scheme of arrangement, subject to any
         alterations or conditions made or required by the Court under section
         411(6) of the Corporations Act.

         ORDINARY SCHEME CONSIDERATION means the consideration to be provided to
         Scheme Shareholders for the transfer to TABCORP Acquirer of their
         Scheme Shares, ascertained in accordance with clause 5.

                                                                          Page 4
<PAGE>

Scheme of Arrangement

         PRIVATE RULING means a private ruling under Part IVAA of the Taxation
         Administration Act 1953 (Cth) that:

         (a)      the Special Dividend is a dividend pursuant to section 6(1) of
                  the 1936 Tax Act;

         (b)      the Commissioner of Taxation will not make a determination
                  pursuant to section 177EA(5)(a) of the 1936 Tax Act in respect
                  of the Special Dividend or any part of it; and

         (c)      the Commissioner of Taxation will not make a determination
                  pursuant to section 204-30(3)(a) or section 204-30(3)(b) of
                  the 1997 Tax Act in respect of the Special Dividend or any
                  part of it.

         RECORD DATE means 5.00pm on the fifth Business Day after the Effective
         Date.

         REGISTERED ADDRESS means, in relation to a Jupiters Shareholder, the
         address shown in the Jupiters Share Register.

         RELATED ENTITY means, in relation to a person, any entity which is
         related to that person within the meaning of section 50 of the
         Corporations Act or which is an economic entity (as defined in any
         approved Australian accounting standard) that is controlled by that
         person.

         SALE AGENT means the person nominated by TABCORP and approved by
         Jupiters to sell the TABCORP Shares that are attributable to Ineligible
         Overseas Shareholders under the terms of the Ordinary Scheme.

         SCHEME BOOKLET means the information dispatched to Jupiters
         Shareholders and approved by the Court, including the Ordinary Scheme,
         an explanatory statement in relation to the Ordinary Scheme issued
         pursuant to section 412 of the Corporations Act and registered with
         ASIC, an independent expert's report, summaries of each of the Merger
         Implementation Agreement and the Deed Poll, and a notice convening the
         Scheme Meeting (together with proxy forms).

         SCHEME MEETING means the meeting ordered by the Court to be convened
         pursuant to section 411(1) of the Corporations Act in relation to the
         Ordinary Scheme.

         SCHEME ORDER means the order of the Court made for the purposes of
         section 411(4)(b) of the Corporations Act in relation to the Ordinary
         Scheme.

         SCHEME SHAREHOLDER means each person registered in the Jupiters Share
         Register as the holder of Scheme Shares as at the Record Date.

         SCHEME SHARES means the Jupiters Shares on issue at the Record Date
         other than the Excluded Shares.

         SCRIP CONSIDERATION means:

         (a)      if the Tax Ruling Event occurs, 0.525 TABCORP Shares; and

         (b)      if the Tax Ruling Event does not occur, 0.6 TABCORP Shares.

         SCRIP CONSIDERATION CAP means the number of TABCORP Shares (rounded up
         or down to the nearest whole number of TABCORP Shares) equal to 0.24
         multiplied by the number of Scheme Shares on issue at the Record Date.

         SCRIP CONSIDERATION SHARES means, in relation to a Scheme Shareholder,
         the number of that Scheme Shareholder's Scheme Shares determined in
         accordance with clause 5.4.

                                                                          Page 5
<PAGE>

Scheme of Arrangement

         SECOND COURT DATE means the first day on which an application made to
         the Court for the Scheme Order is heard or, if the application is
         adjourned for any reason, the first day on which the adjourned
         application is heard.

         SPECIAL DIVIDEND means a fully franked dividend of $0.75 cash for each
         Jupiters Share on issue at the Record Date.

         SPECIAL DIVIDEND RESOLUTION means a resolution of the Jupiters Board to
         approve, in accordance with the Merger Implementation Agreement, the
         declaration and payment by Jupiters of the Special Dividend.

         TABCORP means TABCORP Holdings Limited (ABN 66 063 780 709).

         TABCORP ACQUIRER means [*TABCORP ACQUIRER] (ABN [*]), a wholly-owned
         Related Entity of TABCORP.

         TABCORP ISSUER means [*TABCORP ISSUER] (ABN [*]), a wholly-owned
         Related Entity of TABCORP.

         TABCORP SHARE means a fully paid ordinary share in the capital of
         TABCORP.

         TABCORP SHARE REGISTER means the register of members of TABCORP
         maintained pursuant to the Corporations Act.

         TABCORP SHARE REGISTRY means ASX Perpetual Registrars Limited (ABN 54
         083 214 537) of Level 4, 333 Collins Street, Melbourne, Victoria.

         TAX RULING EVENT means, on or before 5.00pm on the day before the
         Second Court Date, the Commissioner of Taxation making each of the
         Class Ruling and the Private Ruling (having first been provided with a
         copy of the Merger Implementation Agreement).

1.2      INTERPRETATION

         Headings are for convenience only and do not affect interpretation. The
         following rules apply unless the context requires otherwise.

         (a)      The singular includes the plural and conversely.

         (b)      A gender includes all genders.

         (c)      If a word or phrase is defined, its other grammatical forms
                  have a corresponding meaning.

         (d)      A reference to a person, corporation, trust, partnership,
                  unincorporated body, government agency or other entity
                  includes any of them.

         (e)      A reference to a clause is a reference to a clause of this
                  document.

         (f)      A reference to a person includes a reference to the person's
                  executors, administrators, successors, substitutes (including,
                  without limitation, persons taking by novation) and assigns.

         (g)      A reference to an agreement or document (including, without
                  limitation, a reference to this document) is to the agreement
                  or document as amended, varied, supplemented, novated or
                  replaced, except to the extent prohibited by this document or
                  that other agreement or document.

                                                                          Page 6
<PAGE>

Scheme of Arrangement

         (h)      A reference to any legislation or to a provision of any
                  legislation includes a modification or re-enactment of it, any
                  legislative provision substituted for it and all regulations
                  and statutory instruments issued under it.

         (i)      Words and phrases not specifically defined in this document
                  have the same meanings (if any) given to them in the
                  Corporations Act.

         (j)      A reference to time is a reference to time in Brisbane,
                  Australia.

         (k)      A reference to $ is to the lawful currency of Australia.

2.       PRELIMINARY

2.1      JUPITERS

         (a)      Jupiters is a public company incorporated in Australia and
                  registered in Queensland and is a company limited by shares.
                  Its registered office is at Level 9, Niecon Tower, 17 Victoria
                  Avenue, Broadbeach, Queensland.

         (b)      Jupiters has been admitted to the official list of ASX and
                  Jupiters Shares have been granted official quotation on the
                  stock market conducted by ASX.

         (c)      As at [*] 2003, [*] Jupiters Shares were on issue.

2.2      TABCORP

         (a)      TABCORP is a public company incorporated in Australia and
                  registered in Victoria and is a company limited by shares. Its
                  registered office is at 5 Bowen Crescent, Melbourne, Victoria.

         (b)      TABCORP has been admitted to the official list of ASX and
                  TABCORP Shares have been granted official quotation on the
                  stock market conducted by ASX.

         (c)      As at [*] 2003, [*] TABCORP Shares were on issue.

2.3      TABCORP ACQUIRER

         TABCORP Acquirer is a [public/proprietary] company incorporated in
         Australia and registered in [Victoria] and is a company limited by
         shares. Its registered office is at [5 Bowen Crescent, Melbourne,
         Victoria].

2.4      TABCORP ISSUER

         TABCORP Issuer is a [public/proprietary] company incorporated in
         Australia and registered in [Victoria] and is a company limited by
         shares. Its registered office is at [5 Bowen Crescent, Melbourne,
         Victoria].

2.5      SUMMARY OF THE ORDINARY SCHEME

         (a)      If the Ordinary Scheme becomes effective (by virtue of the
                  Scheme Order coming into effect in accordance with section
                  411(10) of the Corporations Act) then:

                  (i)      all the Scheme Shares will be transferred to TABCORP
                           Acquirer, and TABCORP, TABCORP Acquirer and (if
                           required) TABCORP Issuer will provide the Ordinary

                                                                          Page 7
<PAGE>

Scheme of Arrangement

                           Scheme Consideration to Scheme Shareholders in
                           accordance with the provisions of the Ordinary
                           Scheme;

                  (ii)     if required, Jupiters will pay the Special Dividend
                           and the Centrebet Dividend to Jupiters Shareholders
                           in accordance with the provisions of the Ordinary
                           Scheme; and

                  (iii)    Jupiters will enter the name and address of TABCORP
                           Acquirer in the Jupiters Share Register as the holder
                           of the Scheme Shares.

         (b)      TABCORP has executed the Deed Poll in favour of the Scheme
                  Shareholders, pursuant to which it has covenanted to perform
                  the obligations contemplated of it under the Ordinary Scheme,
                  and to procure that TABCORP Acquirer performs the obligations
                  contemplated of TABCORP Acquirer, and TABCORP Issuer performs
                  the obligations contemplated of TABCORP Issuer, under the
                  Ordinary Scheme.

         (c)      TABCORP Acquirer has executed the Deed Poll in favour of the
                  Scheme Shareholders, pursuant to which it has covenanted to
                  perform the obligations contemplated of it under the Ordinary
                  Scheme.

         (d)      TABCORP Issuer has executed the Deed Poll in favour of the
                  Scheme Shareholders, pursuant to which it has covenanted to
                  perform the obligations contemplated of it under the Ordinary
                  Scheme.

3.       CONDITIONS PRECEDENT

3.1      CONDITIONS

         The Ordinary Scheme is conditional on each of the following conditions
         precedent:

         (a)      as at 8.00am on the Second Court Date, all of the conditions
                  set out in clause 3.1 of the Merger Implementation Agreement
                  have been satisfied or waived in accordance with the terms of
                  the Merger Implementation Agreement;

         (b)      as at 8.00am on the Second Court Date, the Merger
                  Implementation Agreement has not been terminated;

         (c)      the Ordinary Scheme has been approved by the requisite
                  majorities of Jupiters Shareholders in accordance with section
                  411(4)(a) of the Corporations Act at the Scheme Meeting;

         (d)      [the Jupiters Shareholders have approved, in accordance with
                  and for the purposes of ASX Listing Rule 7.1, the subscription
                  by TABCORP or a Related Entity of TABCORP for RPS or other
                  equity securities in Jupiters in accordance with clause 4.4(b)
                  of the Merger Implementation Agreement and (if necessary) in
                  accordance with paragraph 1.1(f) of schedule 6 to the Merger
                  Implementation Agreement];

         (e)      the Court has approved the Ordinary Scheme, with or without
                  modification, pursuant to section 411(4)(b) of the
                  Corporations Act; and

                                                                          Page 8
<PAGE>

Scheme of Arrangement

         (f)      such other conditions made or required by the Court under
                  section 411(6) of the Corporations Act in relation to the
                  Ordinary Scheme as are acceptable to TABCORP and Jupiters have
                  been satisfied,

         and the Ordinary Scheme will be of no force or effect unless and until
         the Conditions Precedent are satisfied.

3.2      CERTIFICATE

         At the hearing by the Court of the application for the Scheme Order,
         TABCORP and Jupiters will each provide to the Court a certificate
         confirming whether or not all of the conditions set out in clause 3.1
         of the Merger Implementation Agreement have been satisfied or waived in
         accordance with the terms of the Merger Implementation Agreement.

3.3      TERMINATION OF MERGER IMPLEMENTATION AGREEMENT

         In the event that the Merger Implementation Agreement is terminated,
         each of Jupiters, TABCORP, TABCORP Acquirer and TABCORP Issuer is
         released from:

         (a)      any further obligation to take steps to implement the Ordinary
                  Scheme; and

         (b)      any liability with respect to the Ordinary Scheme.

4.       IMPLEMENTATION OF THE ORDINARY SCHEME

4.1      LODGEMENT

         Jupiters must lodge with ASIC an office copy of the Scheme Order
         promptly after, and in any event by 5.00pm on the first Business Day
         after the date on which, the Court makes that order.

4.2      TRANSFER OF SCHEME SHARES

         On the Implementation Date, all of the Scheme Shares (together with all
         rights and entitlements attaching to the Scheme Shares, other than any
         entitlement to the Special Dividend or to the Centrebet Dividend) will
         be transferred to TABCORP Acquirer, without the need for any further
         act by any Scheme Shareholder, by Jupiters procuring the delivery of a
         transfer or transfers in respect of all of the Scheme Shares to ASX
         Settlement and Transfer Corporation Pty Limited by a broker nominated
         in writing by TABCORP to effect a valid transfer of the Scheme Shares
         to TABCORP Acquirer under section 1074D of the Corporations Act or, if
         that procedure is not available for any reason, by:

         (a)      Jupiters delivering to TABCORP duly completed and executed
                  share transfer forms (which may be a master transfer of all or
                  part of the Scheme Shares) to transfer all of the Scheme
                  Shares to TABCORP Acquirer;

         (b)      TABCORP Acquirer executing and delivering the share transfer
                  forms to Jupiters; and

         (c)      Jupiters entering the name and address of TABCORP Acquirer in
                  the Jupiters Share Register as the holder of all of the Scheme
                  Shares.

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Scheme of Arrangement

4.3      PROVISION OF ORDINARY SCHEME CONSIDERATION

         In consideration for the transfer to TABCORP Acquirer of each Scheme
         Share on the Implementation Date:

         (a)      TABCORP Acquirer will pay to each Scheme Shareholder such
                  amount of cash as is due to that Scheme Shareholder under
                  clause 5 as Cash Consideration;

         (b)      TABCORP Acquirer will pay to each Scheme Shareholder such
                  amount of cash (if any) as is due to that Scheme Shareholder
                  under clause 5.1(c)(i) as the Centrebet Payment;

         (c)      TABCORP will issue to each Eligible Scheme Shareholder such
                  number of TABCORP Shares as are due to that Eligible Scheme
                  Shareholder under clause 5 as Scrip Consideration;

         (d)      TABCORP will issue to the Sale Agent in accordance with clause
                  5.6(a) such number of TABCORP Shares as are attributable to
                  Ineligible Overseas Shareholders under clause 5 as Scrip
                  Consideration;

         (e)      TABCORP Issuer will issue to each Eligible Scheme Shareholder
                  such number of Centrebet Notes (if any) as are due to that
                  Eligible Scheme Shareholder under clause 5.1(c)(ii); and

         (f)      TABCORP Issuer will issue to the Ineligible Note Trustee in
                  accordance with clause 5.6(b) such number of Centrebet Notes
                  (if any) as are attributable to Ineligible Overseas
                  Shareholders under clause 5.1(c)(ii).

4.4      PAYMENT OF SPECIAL DIVIDEND

         If the Tax Ruling Event occurs, Jupiters will:

         (a)      procure that the Jupiters Board passes the Special Dividend
                  Resolution after the Effective Date and on or before the
                  Record Date; and

         (b)      pay to each Scheme Shareholder a cash amount by way of the
                  Special Dividend in respect of each of their Scheme Shares.

4.5      PAYMENT OF CENTREBET DIVIDEND

         If:

         (i)      a Centrebet Sale Agreement is entered into by Jupiters and its
                  relevant Related Entities, and the Centrebet Sale Completion
                  occurs, on or before 31 October 2003; and

         (ii)     the Centrebet Tax Ruling Event occurs on or before 30
                  September 2003,

         Jupiters will:

         (a)      procure that the Jupiters Board, after the Effective Date and
                  on or before the Record Date, passes a resolution to approve,
                  in accordance with the Merger Implementation Agreement, the
                  declaration and payment by Jupiters of the Centrebet Dividend;
                  and

         (b)      pay to each Scheme Shareholder within five Business Days after
                  the Implementation Date a cash amount by way of the Centrebet
                  Dividend in respect of each of their Scheme Shares.

                                                                         Page 10
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5.       ORDINARY SCHEME CONSIDERATION

5.1      FORMS OF ORDINARY SCHEME CONSIDERATION

         Subject to clauses 5.2, 5.6, 5.7 and 5.8, the Ordinary Scheme
         Consideration in respect of the Scheme Shares held by a Scheme
         Shareholder at the Record Date comprises:

         (a)      the Cash Consideration in respect of each of their Cash
                  Consideration Shares;

         (b)      the Scrip Consideration in respect of each of their Scrip
                  Consideration Shares; and

         (c)      if required by clause 5.5, either:

                  (i)      the Centrebet Payment in respect of each of their
                           Scheme Shares; or

                  (ii)     one Centrebet Note in respect of each of their Scheme
                           Shares.

5.2      ELECTION MECHANISM

         (a)      A Scheme Shareholder may make an Election by:

                  (i)      completing and signing, in accordance with the
                           instructions on it, the form of election made
                           available for that purpose by Jupiters and included
                           in, or accompanying, the Scheme Booklet; and

                  (ii)     returning the completed and signed form to TABCORP at
                           the address of the [Jupiters Share Registry] by the
                           Record Date.

         (b)      A Scheme Shareholder may make only a Maximum Cash Election or
                  a Maximum Scrip Election, but not both. An Election may not be
                  withdrawn or revoked.

         (c)      Any purported Election made otherwise than in accordance with
                  clauses 5.2(a) and (b) will not be valid for any purpose and
                  will not be recognised by TABCORP or Jupiters.

         (d)      The entitlement to Ordinary Scheme Consideration of each
                  Scheme Shareholder who does not make an Election will not be
                  affected by any Elections made by other Scheme Shareholders.

5.3      ALLOCATION OF CASH CONSIDERATION

         The number of Scheme Shares in respect of which a Scheme Shareholder
         will be entitled, subject to clause 5.8, to receive Cash Consideration
         is (in each case rounded up or down to the nearest whole number of
         Scheme Shares):

         (a)      in the case of a Scheme Shareholder who does not make an
                  Election:

                  (i)      if the Tax Ruling Event occurs, 54.286% of their
                           Scheme Shares; and

                  (ii)     if the Tax Ruling Event does not occur, 60% of their
                           Scheme Shares;

         (b)      in the case of a Scheme Shareholder who makes a Maximum Scrip
                  Election, the number of their Scheme Shares other than their
                  Scrip Consideration Shares; and

                                                                         Page 11
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Scheme of Arrangement

         (c)      in the case of a Scheme Shareholder who makes an Election to
                  receive Cash Consideration for the maximum possible number of
                  their Scheme Shares (a MAXIMUM CASH ELECTION), the lesser of
                  the number of their Scheme Shares and the number determined in
                  accordance with the formula:

                           ((C - N) / A) x E

                  where:

                  C        is the amount of cash comprising the Cash
                           Consideration Cap;

                  N        is the total amount of cash (which may not be a whole
                           number) which Scheme Shareholders who have not made
                           an Election are entitled to receive as Cash
                           Consideration under the Ordinary Scheme;

                  A        is the amount of cash (which may not be a whole
                           number) equal to the Cash Consideration amount
                           multiplied by the total number of Scheme Shares held
                           by Scheme Shareholders making Maximum Cash Elections;
                           and

                  E        is the number of the Scheme Shareholder's Scheme
                           Shares.

         The principle of this clause 5.3 is that, subject to the effects of
         rounding, TABCORP Acquirer will not be obliged under the Ordinary
         Scheme to pay an amount as Cash Consideration in total greater than the
         Cash Consideration Cap.

5.4      ALLOCATION OF SCRIP CONSIDERATION

         The number of Scheme Shares in respect of which a Scheme Shareholder
         will be entitled, subject to clauses 5.6 and 5.8, to receive Scrip
         Consideration is (in each case rounded up or down to the nearest whole
         number of Scheme Shares):

         (a)      in the case of a Scheme Shareholder who does not make an
                  Election:

                  (i)      if the Tax Ruling Event occurs, 45.714% of their
                           Scheme Shares; and

                  (ii)     if the Tax Ruling Event does not occur, 40% of their
                           Scheme Shares;

         (b)      in the case of a Scheme Shareholder who makes a Maximum Cash
                  Election, the number of their Scheme Shares other than their
                  Cash Consideration Shares; and

         (c)      in the case of a Scheme Shareholder who makes an Election to
                  receive Scrip Consideration for the maximum possible number of
                  their Scheme Shares (a MAXIMUM SCRIP ELECTION), the lesser of
                  the number of their Scheme Shares and the number determined in
                  accordance with the formula:

                           ((C - N) / A) x E

                  where:

                  C        is the number of TABCORP Shares comprising the Scrip
                           Consideration Cap;

                  N        is the number of TABCORP Shares which Scheme
                           Shareholders who have not made an Election are, or
                           would but for the operation of clause 5.6 be,
                           entitled to receive as Scrip Consideration under the
                           Ordinary Scheme;

                                                                         Page 12
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Scheme of Arrangement

                  A        is the number of TABCORP Shares (which may not be a
                           whole number) equal to the Scrip Consideration amount
                           multiplied by the total number of Scheme Shares held
                           by Scheme Shareholders making Maximum Scrip
                           Elections; and

                  E        is the number of the Scheme Shareholder's Scheme
                           Shares.

         The principle of this clause 5.4 is that, subject to the effects of
         rounding, TABCORP will not be obliged under the Ordinary Scheme to
         issue a number of TABCORP Shares in total greater than the Scrip
         Consideration Cap.

5.5      CENTREBET PAYMENT AND CENTREBET NOTE

         (a)      (CENTREBET PAYMENT) If:

                  (i)      a Centrebet Sale Agreement is entered into by
                           Jupiters and its relevant Related Entities, and the
                           Centrebet Sale Completion occurs, on or before 31
                           October 2003; and

                  (ii)     either:

                           (A)      the Centrebet Tax Ruling Event has not
                                    occurred on or before 30 September 2003; or

                           (B)      the Australian Taxation Office has provided
                                    a firm indication to Jupiters, any of its
                                    Related Entities or any of their respective
                                    directors, officers, employees, advisers or
                                    agents that the Commissioner of Taxation
                                    will not grant either or both of the
                                    Centrebet Class Ruling and the Centrebet
                                    Private Ruling,

                  TABCORP Acquirer will make the Centrebet Payments in
                  accordance with clause 5.1(c)(i) and otherwise in accordance
                  with the Ordinary Scheme.

         (b)      (CENTREBET NOTE) If:

                  (i)      a Centrebet Sale Agreement is entered into by
                           Jupiters and its relevant Related Entities on or
                           before 31 October 2003, but the Centrebet Sale
                           Completion does not occur on or before that date; or

                  (ii)     a Centrebet Sale Agreement has not been entered into
                           by Jupiters and its relevant Related Entities on or
                           before 31 October 2003,

                  TABCORP Issuer will issue the Centrebet Notes in accordance
                  with clause 5.1(c)(ii) and otherwise in accordance with the
                  Ordinary Scheme.

5.6      INELIGIBLE OVERSEAS SHAREHOLDERS

         (a)      TABCORP will be under no obligation under the Ordinary Scheme
                  to issue, and will not issue, any TABCORP Shares to an
                  Ineligible Overseas Shareholder, and instead:

                  (i)      the TABCORP Shares which would otherwise be required
                           to be issued to the Ineligible Overseas Shareholder
                           under the Ordinary Scheme will be issued to the Sale
                           Agent;

                  (ii)     TABCORP will procure that, as soon as reasonably
                           practicable (and in any event not more than 15
                           Business Days after the Implementation Date), the
                           Sale Agent sells on the stock market conducted by ASX
                           all of the TABCORP Shares issued to

                                                                         Page 13
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Scheme of Arrangement

                           the Sale Agent pursuant to clause 5.6(a)(i) in such
                           manner, at such price and on such other terms as the
                           Sale Agent determines in good faith (and at the risk
                           of the Ineligible Overseas Shareholder), and remits
                           to TABCORP Acquirer the proceeds of sale (after
                           deduction of any applicable brokerage and other
                           selling costs, taxes and charges) (the PROCEEDS); and

                  (iii)    TABCORP Acquirer will pay to the Ineligible Overseas
                           Shareholder such fraction of the Proceeds as is equal
                           to the number of TABCORP Shares which would have been
                           issued to the Ineligible Overseas Shareholder but for
                           the application of this clause 5.6(a), divided by the
                           total number of TABCORP Shares issued to the Sale
                           Agent under this clause 5.6(a) in respect of all
                           Ineligible Overseas Shareholders, promptly after the
                           last sale of TABCORP Shares by the Sale Agent,

                  in full satisfaction of TABCORP's obligations to the
                  Ineligible Overseas Shareholder under the Ordinary Scheme in
                  respect of the Scrip Consideration.

         (b)      TABCORP Issuer will be under no obligation under the Ordinary
                  Scheme to issue, and will not issue, any Centrebet Notes to an
                  Ineligible Overseas Shareholder, and instead:

                  (i)      the Centrebet Notes which would otherwise be required
                           to be issued to the Ineligible Overseas Shareholder
                           under the Ordinary Scheme will be issued to the
                           Ineligible Note Trustee; and

                  (ii)     TABCORP Issuer will procure that the Ineligible Note
                           Trustee holds the Centrebet Notes issued to the
                           Ineligible Note Trustee pursuant to clause 5.6(b)(i)
                           in accordance with, and makes the payments in respect
                           of the Centrebet Notes which would otherwise have
                           been issued to the Ineligible Overseas Shareholder
                           but for the application of this clause 5.6(b) that
                           are required by, the Ineligible Note Deed,

                  in full satisfaction of TABCORP Issuer's obligations to the
                  Ineligible Overseas Shareholder under the Ordinary Scheme in
                  respect of the Centrebet Notes.

5.7      FRACTIONAL ENTITLEMENTS

         If a fractional entitlement to a TABCORP Share arises from the
         calculation of the total Scrip Consideration in respect of a Scheme
         Shareholder, then any such fractional entitlement:

         (a)      of less than 0.5 will be rounded down to the nearest whole
                  number of TABCORP Shares; and

         (b)      of 0.5 or more will be rounded up to the nearest whole number
                  of TABCORP Shares.

5.8      SHAREHOLDING SPLITTING OR DIVISION

         If TABCORP is of the opinion that two or more Scheme Shareholders, each
         of whom holds a number of Scheme Shares which results in rounding in
         accordance with clause 5.3, 5.4 or 5.7, have, before the Record Date,
         been party to shareholding splitting or division in an attempt to
         obtain unfair advantage by reference to such rounding, TABCORP may give
         notice to those Scheme Shareholders:

         (a)      setting out the names and Registered Addresses of all of them;

         (b)      stating that opinion; and

                                                                         Page 14
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Scheme of Arrangement

         (c)      attributing to one of them specifically identified in the
                  notice the Scheme Shares held by all of them,

         and, after the notice has been so given, the Scheme Shareholder
         specifically identified in the notice will, for the purposes of the
         other provisions of this clause 5, be taken to hold all those Scheme
         Shares and each of the other Scheme Shareholders whose names and
         Registered Addresses are set out in the notice will, for the purposes
         of the other provisions of this clause 5, be taken to hold no Scheme
         Shares. Each of TABCORP, TABCORP Acquirer and TABCORP Issuer, in
         complying with the other provisions of this clause 5 relating to it in
         respect of the Scheme Shareholder specifically identified in the notice
         as the deemed holder of all the specified Scheme Shares, will be taken
         to have satisfied and discharged its obligations to the other Scheme
         Shareholders named in the notice under the terms of the Ordinary
         Scheme.

6.       PROVISION OF ORDINARY SCHEME CONSIDERATION

6.1      PAYMENT OF CASH AMOUNTS

         The obligations of:

         (a)      TABCORP Acquirer to pay the Cash Consideration;

         (b)      TABCORP Acquirer to make the Centrebet Payments;

         (c)      TABCORP Acquirer to make any payment pursuant to clause
                  5.6(a);

         (d)      Jupiters to pay the Special Dividend; and

         (e)      Jupiters to pay the Centrebet Dividend,

         will be satisfied by TABCORP Acquirer or Jupiters (as the case may be)
         within five Business Days after the Implementation Date (or, in the
         case of clause 6.1(c), within such later time allowed by clause
         5.6(a)(iii)) either, in relation to each Scheme Shareholder:

         (f)      dispatching, or procuring the dispatch of, a cheque to the
                  Scheme Shareholder by pre-paid post to their Registered
                  Address (as at the Record Date), such cheque being drawn in
                  the name of the Scheme Shareholder; or

         (g)      making a deposit in an account with any ADI (as defined in the
                  Banking Act 1959 (Cth)) in Australia notified by the Scheme
                  Shareholder to Jupiters and recorded in or for the purposes of
                  the Jupiters Share Register at the Record Date,

         for the relevant amount, with that amount being denominated in
         Australian dollars.

6.2      PROVISION OF SCRIP CONSIDERATION

         (a)      The TABCORP Shares to be issued pursuant to the Ordinary
                  Scheme will be validly issued and fully paid and will rank
                  pari passu in all respects with all other TABCORP Shares then
                  on issue (other than in respect of any dividend already
                  declared and not yet paid by TABCORP, where the record date
                  for entitlements to that dividend has passed).

         (b)      The obligation of TABCORP to issue TABCORP Shares to an
                  Eligible Scheme Shareholder entitled to be issued TABCORP
                  Shares under the Ordinary Scheme will be satisfied by TABCORP:

                                                                         Page 15
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Scheme of Arrangement

                  (i)      on the Implementation Date, causing the name and
                           Registered Address (as at the Record Date) of that
                           Eligible Scheme Shareholder to be entered in the
                           TABCORP Share Register as the holder of the TABCORP
                           Shares issued to that Eligible Scheme Shareholder;
                           and

                  (ii)     within five Business Days after the Implementation
                           Date, procuring the dispatch to that Eligible Scheme
                           Shareholder, by pre-paid post to their Registered
                           Address (as at the Record Date), of an uncertificated
                           holding statement in the name of that Eligible Scheme
                           Shareholder representing the number of TABCORP Shares
                           issued to that Eligible Scheme Shareholder.

         (c)      Each Scheme Shareholder to whom TABCORP Shares are to be
                  issued pursuant to the Ordinary Scheme agrees:

                  (i)      to become a member of TABCORP for the purposes of
                           section 231 of the Corporations Act;

                  (ii)     to have their name and address entered in the TABCORP
                           Share Register; and

                  (iii)    to be bound by the constitution of TABCORP as in
                           force from time to time in respect of the TABCORP
                           Shares.

         (d)      Except for a Scheme Shareholder's tax file number, any binding
                  instruction or notification between a Scheme Shareholder and
                  Jupiters relating to Scheme Shares at the Record Date
                  (including, without limitation, any instructions relating to
                  payment of dividends or to communications from Jupiters) will
                  from the Record Date be deemed to be a similarly binding
                  instruction or notification to, and accepted by, TABCORP in
                  respect of the TABCORP Shares issued to the Scheme Shareholder
                  until that instruction or notification is revoked or amended
                  in writing addressed to TABCORP at the TABCORP Share Registry.

         (e)      Each Scheme Shareholder, without the need for any further act,
                  irrevocably appoints TABCORP and each of its directors and
                  officers, jointly and severally, as that Scheme Shareholder's
                  attorney and agent for the purpose of executing any form of
                  application required for TABCORP Shares to be issued to that
                  Scheme Shareholder pursuant to the Ordinary Scheme.

6.3      PROVISION OF CENTREBET NOTES

         (a)      The obligations of TABCORP Issuer to issue Centrebet Notes to
                  an Eligible Scheme Shareholder under the Ordinary Scheme will
                  be satisfied by TABCORP Issuer:

                  (i)      on the Implementation Date, causing the name and
                           Registered Address (as at the Record Date) of that
                           Eligible Scheme Shareholder to be entered in the
                           register for the Centrebet Notes as the holder of the
                           Centrebet Notes issued to that Eligible Scheme
                           Shareholder; and

                  (ii)     within five Business Days after the Implementation
                           Date, procuring the dispatch to that Eligible Scheme
                           Shareholder, by pre-paid post to their Registered
                           Address (as at the Record Date), of a certificate in
                           the name of that Eligible Scheme Shareholder
                           representing the number of Centrebet Notes issued to
                           that Eligible Scheme Shareholder.

                                                                         Page 16
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Scheme of Arrangement

         (b)      Each Scheme Shareholder to whom Centrebet Notes are to be
                  issued pursuant to the Ordinary Scheme agrees:

                  (i)      to have their name and address entered in the
                           register for the Centrebet Notes; and

                  (ii)     to be bound by the terms and conditions of issue of
                           the Centrebet Notes (including the Centrebet Note
                           Deed).

         (c)      Each Scheme Shareholder, without the need for any further act,
                  irrevocably appoints TABCORP Issuer and each of its directors
                  and officers, jointly and severally, as that Scheme
                  Shareholder's attorney and agent for the purpose of executing
                  any form of application required for Centrebet Notes to be
                  issued to that Scheme Shareholder pursuant to the Ordinary
                  Scheme.

6.4      JOINT HOLDERS

         In the case of Scheme Shares held in joint names:

         (a)      any cheque required to be paid to Scheme Shareholders will be
                  payable to the joint holders;

         (b)      any uncertificated holding statements for TABCORP Shares to be
                  issued to Scheme Shareholders will be issued in the names of
                  the joint holders; and

         (c)      any certificates for Centrebet Notes to be issued to Scheme
                  Shareholders will be issued in the names of the joint holders,

         and be forwarded to the holder whose name appears first in the Jupiters
         Share Register at the Record Date.

7.       TRADING OF TABCORP SHARES

         TABCORP will use its best endeavours to procure that the TABCORP Shares
         to be issued pursuant to the Ordinary Scheme will be quoted on the
         stock market conducted by ASX with effect as soon as practicable after
         the Effective Date, taking into account the requirements of ASX in
         connection with the making of Elections, initially on a deferred
         settlement basis and thereafter on an ordinary settlement basis.

8.       DEALINGS IN JUPITERS SHARES

8.1      DEALINGS PRIOR TO RECORD DATE

         (a)      For the purpose of establishing the persons who are Scheme
                  Shareholders, dealings in Jupiters Shares will only be
                  recognised if:

                  (i)      in the case of dealings of the type to be effected
                           using CHESS, the transferee is registered in the
                           Jupiters Share Register as the holder of the relevant
                           Jupiters Shares by the Record Date; and

                  (ii)     in all other cases, registrable transfers or
                           transmission applications in respect of those
                           dealings are received at the Jupiters Share Registry
                           by the Record Date.

         (b)      Jupiters will register registrable transfers or transmission
                  applications of the kind referred to in clause 8.1(a)(ii) by
                  the Record Date. Jupiters will not accept for registration,
                  nor

                                                                         Page 17
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Scheme of Arrangement

                  recognise for any purpose, any transfer or transmission
                  application in respect of Jupiters Shares received after the
                  Record Date (other than the transfers contemplated by clause
                  4.2).

8.2      DEALINGS AFTER RECORD DATE

         (a)      For the purpose of determining entitlements to the Ordinary
                  Scheme Consideration, Jupiters will, until the Ordinary Scheme
                  Consideration has been provided in accordance with the
                  Ordinary Scheme, maintain or procure the maintenance of the
                  Jupiters Share Register in accordance with this clause 8, and
                  the Jupiters Share Register in this form will solely determine
                  entitlements to the Ordinary Scheme Consideration. Each entry
                  on the Jupiters Share Register at the Record Date relating to
                  Scheme Shares will cease to have any effect other than as
                  evidence of the entitlement to the Ordinary Scheme
                  Consideration, to the Special Dividend and to the Centrebet
                  Dividend in respect of those Scheme Shares.

         (b)      From the Record Date, all certificates and holding statements
                  for Scheme Shares existing as at the Record Date will cease to
                  have effect as documents of title in respect of those Scheme
                  Shares, other than for the purpose of registering dealings in
                  Jupiters Shares in accordance with clause 8.1.

8.3      PROVISION OF INFORMATION

         On or before 9.00am on the Implementation Date, Jupiters must give to
         TABCORP details of the names, Registered Addresses and holdings of
         Scheme Shares of every Scheme Shareholder as shown in the Jupiters
         Share Register at the Record Date, such details to be provided in such
         form as TABCORP may reasonably require.

9.       GENERAL SCHEME PROVISIONS

9.1      ORDINARY SCHEME ALTERATIONS AND CONDITIONS

         If the Court proposes to approve the Ordinary Scheme subject to any
         alterations or conditions, Jupiters may, by its counsel or solicitors
         but subject to the prior approval of TABCORP, consent on behalf of all
         persons concerned to those alterations or conditions.

9.2      COVENANTS BY SCHEME SHAREHOLDERS

         Each Scheme Shareholder:

         (a)      agrees to the transfer of their Scheme Shares to TABCORP
                  Acquirer, in accordance with the Ordinary Scheme;

         (b)      without the need for any further act, irrevocably appoints
                  Jupiters and each of the directors and officers of Jupiters,
                  jointly and severally, as the Scheme Shareholder's attorney
                  and agent for the purpose of executing any document or doing
                  any other act necessary to give full effect to the Ordinary
                  Scheme and the transactions contemplated by it (including,
                  without limitation, the provision of a proper instrument of
                  transfer of the Scheme Shareholder's Scheme Shares for the
                  purposes of section 1071B of the Corporations Act (which may
                  be a master transfer of all or part of the Scheme Shares)) and
                  the communication of the Scheme Shareholder's instructions and
                  notifications under clause 6.2(d); and

                                                                         Page 18
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Scheme of Arrangement

         (c)      consents to Jupiters doing all things and executing all deeds,
                  instruments, transfers and other documents as may be necessary
                  or desirable to give full effect to the Ordinary Scheme and
                  the transactions contemplated by it.

9.3      STATUS OF SCHEME SHARES

         (a)      Each Scheme Shareholder is deemed to have warranted to TABCORP
                  and to TABCORP Acquirer that all their Scheme Shares
                  (including any rights and entitlements attaching to those
                  shares) transferred to TABCORP Acquirer under the Ordinary
                  Scheme will, as at the date of the transfer, be fully paid and
                  free from all mortgages, charges, liens, encumbrances,
                  pledges, security interests and other interests of third
                  parties of any kind, whether legal or otherwise, and that they
                  have full power and capacity to sell and to transfer their
                  Scheme Shares (including any rights and entitlements attaching
                  to those shares) to TABCORP Acquirer under the Ordinary
                  Scheme.

         (b)      The Scheme Shares transferred to TABCORP Acquirer under the
                  Ordinary Scheme will be transferred free from all mortgages,
                  charges, liens, encumbrances, pledges, security interests and
                  other interests of third parties of any kind, whether legal or
                  otherwise, that will bind TABCORP Acquirer.

         (c)      Pending registration by Jupiters of the name and address of
                  TABCORP Acquirer in the Jupiters Share Register as the holder
                  of the Scheme Shares:

                  (i)      TABCORP Acquirer will be beneficially entitled to the
                           Scheme Shares transferred to it under the Ordinary
                           Scheme; and

                  (ii)     each Scheme Shareholder irrevocably appoints TABCORP
                           Acquirer as its sole proxy and, where appropriate,
                           its corporate representative to attend shareholders'
                           meetings of Jupiters, exercise the votes attached to
                           the Scheme Shares registered in the name of the
                           Scheme Shareholder and sign any shareholders'
                           resolution of Jupiters, and the Scheme Shareholder
                           may not itself attend or vote at any such meetings or
                           sign any such resolutions, whether in person, by
                           proxy or by corporate representative.

9.4      EFFECT OF ORDINARY SCHEME

         The Ordinary Scheme binds Jupiters and all Jupiters Shareholders from
         time to time and, to the extent of any inconsistency, overrides the
         constitution of Jupiters.

9.5      NOTICES

         Where a notice, transfer, transmission application, direction or other
         communication referred to in the Ordinary Scheme is sent by post to
         Jupiters, it will not be deemed to be received in the ordinary course
         of post or on a date other than the date (if any) on which it is
         actually received at Jupiters' registered office or at the Jupiters
         Share Registry.

9.6      FURTHER ASSURANCES

         Jupiters will do all things and execute all deeds, instruments,
         transfers and other documents as may be necessary or desirable to give
         full effect to the Ordinary Scheme and the transactions contemplated by
         it.

                                                                         Page 19
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Scheme of Arrangement

9.7      COSTS AND STAMP DUTY

         Jupiters will pay the costs of the Ordinary Scheme, except that TABCORP
         Acquirer will pay any stamp duty payable on the transfer by Scheme
         Shareholders of the Scheme Shares to TABCORP Acquirer.

9.8      PROPER LAW

         The proper law of the Ordinary Scheme is the law of Queensland.

                                                                         Page 20
<PAGE>

ANNEXURE B Scheme of Arrangement

PURSUANT TO SECTION 411 OF THE CORPORATIONS ACT 2001 (Cth)

BETWEEN

                  JUPITERS LIMITED (ABN 78 010 741 045) of 17 Victoria Avenue,
                  Broadbeach, Queensland, Australia

AND

                  THE HOLDERS OF FULLY PAID RESET PREFERENCE SHARES IN JUPITERS
                  LIMITED (other than any person holding fully paid reset
                  preference shares in Jupiters Limited on behalf of, or for the
                  benefit of, TABCORP or any of its Related Entities)

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         In this document, the following definitions apply unless the context
         requires otherwise.

         ASIC means the Australian Securities and Investments Commission.

         ASX means Australian Stock Exchange Limited (ABN 98 008 624 691).

         ASX LISTING RULES means the official listing rules of ASX.

         BUSINESS DAY has the meaning given in the ASX Listing Rules.

         CHESS means the Clearing House Electronic Subregister System for the
         electronic transfer of securities, operated by ASX Settlement and
         Transfer Corporation Pty Limited (ABN 49 008 504 532).

         CONDITIONS PRECEDENT means the conditions precedent set out in clause
         3.1.

         CORPORATIONS ACT means the Corporations Act 2001 (Cth).

         COURT means the Supreme Court of Queensland.

         DEED POLL means the Deed Poll dated [*] 2003 executed by, amongst
         others, TABCORP and TABCORP Acquirer, pursuant to which each of TABCORP
         and TABCORP Acquirer has, amongst other things, covenanted in favour of
         Scheme RPS Holders to perform the obligations contemplated of it under
         the RPS Scheme.

         EFFECTIVE DATE means the date on which the Scheme Order comes into
         effect pursuant to section 411(10) of the Corporations Act.

         EXCLUDED RPS means an RPS held by any person on behalf of, or for the
         benefit of, TABCORP or any of its Related Entities[, and any RPS in
         respect of which a Conversion Notice (as defined in the

                                                                          Page 1
<PAGE>

Scheme of Arrangement

         RPS Terms) has been provided to Jupiters, and not withdrawn, in
         accordance with the RPS Terms and where the Conversion Date (as defined
         in the RPS Terms) in respect of that RPS is on or before the
         Implementation Date].

         IMPLEMENTATION DATE means the third Business Day after the Record Date.

         JUPITERS means Jupiters Limited (ABN 78 010 741 045).

         JUPITERS BOARD means the board of directors of Jupiters.

         JUPITERS SHARE REGISTER means the register of members of Jupiters
         maintained pursuant to the Corporations Act.

         JUPITERS SHARE REGISTRY means Computershare Investor Services Pty
         Limited (ABN 48 078 279 277) of Level 12, 565 Bourke Street, Melbourne,
         Victoria.

         MERGER IMPLEMENTATION AGREEMENT means the Merger Implementation
         Agreement dated [*] 2003 between TABCORP and Jupiters.

         ORDINARY SCHEME means the scheme of arrangement under Part 5.1 of the
         Corporations Act between Jupiters and the holders of fully paid
         ordinary shares in the capital of Jupiters (other than any person
         holding fully paid ordinary shares in Jupiters on behalf of, or for the
         benefit of, TABCORP or any of its Related Entities).

         RECORD DATE means 5.00pm on the fifth Business Day after the Effective
         Date.

         REGISTERED ADDRESS means, in relation to an RPS Holder, the address
         shown in the Jupiters Share Register.

         RELATED ENTITY means, in relation to a person, any entity which is
         related to that person within the meaning of section 50 of the
         Corporations Act or which is an economic entity (as defined in any
         approved Australian accounting standard) that is controlled by that
         person.

         RPS means a fully paid reset preference share in the capital of
         Jupiters issued on the RPS Terms.

         RPS HOLDER means each person registered in the Jupiters Share Register
         as the holder of RPS.

         RPS SCHEME means this scheme of arrangement, subject to any alterations
         or conditions made or required by the Court under section 411(6) of the
         Corporations Act.

         RPS SCHEME CONSIDERATION means the consideration to be provided to
         Scheme RPS Holders for the transfer to TABCORP Acquirer of their Scheme
         RPS, ascertained in accordance with clause 5.

         RPS TERMS means the Terms and Conditions of the RPS, as set out in
         appendix A to the prospectus dated 28 February 2002 issued by Jupiters,
         as those Terms and Conditions may be amended by the Jupiters Board.

         SCHEME MEETING means the meeting ordered by the Court to be convened
         pursuant to section 411(1) of the Corporations Act in relation to the
         RPS Scheme.

         SCHEME ORDER means the order of the Court made for the purposes of
         section 411(4)(b) of the Corporations Act in relation to the RPS
         Scheme.

         SCHEME RPS means the RPS on issue at the Record Date (including any RPS
         in respect of which a conversion notice has been given to Jupiters
         under clause 4 of the RPS Terms and has not been withdrawn, and in
         respect of which the conversion date under the RPS Terms has not
         occurred) other than the Excluded RPS.
                                                                          Page 2
<PAGE>

Scheme of Arrangement

         SCHEME RPS HOLDER means each person registered in the Jupiters Share
         Register as the holder of Scheme RPS as at the Record Date.

         SECOND COURT DATE means the first day on which an application made to
         the Court for the Scheme Order is heard or, if the application is
         adjourned for any reason, the first day on which the adjourned
         application is heard.

         TABCORP means TABCORP Holdings Limited (ABN 66 063 780 709).

         TABCORP ACQUIRER means [*TABCORP ACQUIRER] (ABN [*]), a wholly-owned
         Related Entity of TABCORP.

1.2      INTERPRETATION

         Headings are for convenience only and do not affect interpretation. The
         following rules apply unless the context requires otherwise.

         (a)      The singular includes the plural and conversely.

         (b)      A gender includes all genders.

         (c)      If a word or phrase is defined, its other grammatical forms
                  have a corresponding meaning.

         (d)      A reference to a person, corporation, trust, partnership,
                  unincorporated body, government agency or other entity
                  includes any of them.

         (e)      A reference to a clause is a reference to a clause of this
                  document.

         (f)      A reference to a person includes a reference to the person's
                  executors, administrators, successors, substitutes (including,
                  without limitation, persons taking by novation) and assigns.

         (g)      A reference to an agreement or document (including, without
                  limitation, a reference to this document) is to the agreement
                  or document as amended, varied, supplemented, novated or
                  replaced, except to the extent prohibited by this document or
                  that other agreement or document.

         (h)      A reference to any legislation or to a provision of any
                  legislation includes a modification or re-enactment of it, any
                  legislative provision substituted for it and all regulations
                  and statutory instruments issued under it.

         (i)      Words and phrases not specifically defined in this document
                  have the same meanings (if any) given to them in the
                  Corporations Act.

         (j)      A reference to time is a reference to time in Brisbane,
                  Australia.

         (k)      A reference to $ is to the lawful currency of Australia.

2.       PRELIMINARY

2.1      JUPITERS

         (a)      Jupiters is a public company incorporated in Australia and
                  registered in Queensland and is a company limited by shares.
                  Its registered office is at Level 9, Niecon Tower, 17 Victoria
                  Avenue, Broadbeach, Queensland.

                                                                          Page 3
<PAGE>

Scheme of Arrangement

         (b)      Jupiters has been admitted to the official list of ASX and RPS
                  have been granted official quotation on the stock market
                  conducted by ASX.

         (c)      As at [*] 2003, [*] RPS were on issue.

2.2      TABCORP

         TABCORP is a public company incorporated in Australia and registered in
         Victoria and is a company limited by shares. Its registered office is
         at 5 Bowen Crescent, Melbourne, Victoria.

2.3      TABCORP ACQUIRER

         TABCORP Acquirer is a [public/proprietary] company incorporated in
         Australia and registered in [Victoria] and is a company limited by
         shares. Its registered office is at [5 Bowen Crescent, Melbourne,
         Victoria].

2.4      SUMMARY OF THE RPS SCHEME

         (a)      If the RPS Scheme becomes effective (by virtue of the Scheme
                  Order coming into effect in accordance with section 411(10) of
                  the Corporations Act) then:

                  (i)      all the Scheme RPS will be transferred to TABCORP
                           Acquirer, and TABCORP Acquirer will provide the RPS
                           Scheme Consideration to Scheme RPS Holders in
                           accordance with the provisions of the RPS Scheme; and

                  (ii)     Jupiters will enter the name and address of TABCORP
                           Acquirer in the Jupiters Share Register as the holder
                           of the Scheme RPS.

         (b)      TABCORP has executed the Deed Poll in favour of the Scheme RPS
                  Holders, pursuant to which it has covenanted to perform the
                  obligations contemplated of it under the RPS Scheme, and to
                  procure that TABCORP Acquirer performs the obligations
                  contemplated of TABCORP Acquirer under the RPS Scheme.

         (c)      TABCORP Acquirer has executed the Deed Poll in favour of the
                  Scheme RPS Holders, pursuant to which it has covenanted to
                  perform the obligations contemplated of it under the RPS
                  Scheme.

3.       CONDITIONS PRECEDENT

3.1      CONDITIONS

         The RPS Scheme is conditional on each of the following conditions
         precedent:

         (a)      as at 8.00am on the Second Court Date, all of the conditions
                  set out in clause 3.1 of the Merger Implementation Agreement
                  have been satisfied or waived in accordance with the terms of
                  the Merger Implementation Agreement;

         (b)      as at 8.00am on the Second Court Date, the Merger
                  Implementation Agreement has not been terminated;

         (c)      the RPS Scheme has been approved by the requisite majorities
                  of RPS Holders in accordance with section 411(4)(a) of the
                  Corporations Act at the Scheme Meeting;

                                                                          Page 4
<PAGE>

Scheme of Arrangement

         (d)      the Court has approved the Ordinary Scheme, with or without
                  modification, pursuant to section 411(4)(b) of the
                  Corporations Act;

         (e)      the Court has approved the RPS Scheme, with or without
                  modification, pursuant to section 411(4)(b) of the
                  Corporations Act;

         (f)      such other conditions made or required by the Court under
                  section 411(6) of the Corporations Act in relation to the RPS
                  Scheme as are acceptable to TABCORP and Jupiters have been
                  satisfied,

         and the RPS Scheme will be of no force or effect unless and until the
         Conditions Precedent are satisfied.

3.2      CERTIFICATE

         At the hearing by the Court of the application for the Scheme Order,
         TABCORP and Jupiters will each provide to the Court a certificate
         confirming whether or not all of the conditions set out in clause 3.1
         of the Merger Implementation Agreement have been satisfied or waived in
         accordance with the terms of the Merger Implementation Agreement.

3.3      TERMINATION OF MERGER IMPLEMENTATION AGREEMENT

         In the event that the Merger Implementation Agreement is terminated,
         each of Jupiters, TABCORP and TABCORP Acquirer is released from:

         (a)      any further obligation to take steps to implement the RPS
                  Scheme; and

         (b)      any liability with respect to the RPS Scheme.

4.       IMPLEMENTATION OF THE RPS SCHEME

4.1      LODGEMENT

         Jupiters must lodge with ASIC an office copy of the Scheme Order
         promptly after, and in any event by 5.00pm on the first Business Day
         after the date on which, the Court makes that order.

4.2      TRANSFER OF SCHEME RPS

         On the Implementation Date, all of the Scheme RPS (together with all
         rights and entitlements attaching to the Scheme RPS) will be
         transferred to TABCORP Acquirer, without the need for any further act
         by any Scheme RPS Holder, by Jupiters procuring the delivery of a
         transfer or transfers in respect of all of the Scheme RPS to ASX
         Settlement and Transfer Corporation Pty Limited by a broker nominated
         in writing by TABCORP to effect a valid transfer of the Scheme RPS to
         TABCORP Acquirer under section 1074D of the Corporations Act or, if
         that procedure is not available for any reason, by:

         (a)      Jupiters delivering to TABCORP duly completed and executed
                  share transfer forms (which may be a master transfer of all or
                  part of the Scheme RPS) to transfer all of the Scheme RPS to
                  TABCORP Acquirer;

         (b)      TABCORP Acquirer executing and delivering the share transfer
                  forms to Jupiters; and

         (c)      Jupiters entering the name and address of TABCORP Acquirer in
                  the Jupiters Share Register as the holder of all of the Scheme
                  RPS.

                                                                          Page 5
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Scheme of Arrangement

4.3      PAYMENT OF RPS SCHEME CONSIDERATION

         In consideration for the transfer to TABCORP Acquirer of each Scheme
         RPS on the Implementation Date, TABCORP Acquirer will pay to each
         Scheme RPS Holder the RPS Scheme Consideration.

5.       RPS SCHEME CONSIDERATION

5.1      CALCULATION OF RPS SCHEME CONSIDERATION

         The RPS Scheme Consideration in respect of each Scheme RPS comprises:

         (a)      a cash amount of $105.26; plus

         (b)      an additional cash amount equal to the dividend accrued on
                  that Scheme RPS under clause 2.1 of the RPS Terms, calculated
                  on the basis of the number of days from (and including) the
                  immediately preceding Dividend Payment Date under the RPS
                  Terms to (but excluding) the Implementation Date,

         provided that if the Implementation Date occurs:

         (c)      after the record date for payment of the dividend accrued on
                  the Scheme RPS under clause 2.1 of the RPS Terms from (and
                  including) the immediately preceding Dividend Payment Date
                  under the RPS Terms; and

         (d)      before the Dividend Payment Date under the RPS Terms for that
                  accrued dividend,

         then TABCORP Acquirer will have no obligation to pay to the Scheme RPS
         Holder the cash amount referred to in paragraph (b).

5.2      PAYMENT OF RPS SCHEME CONSIDERATION

         (a)      The obligation of TABCORP Acquirer to pay the RPS Scheme
                  Consideration will be satisfied by TABCORP Acquirer within
                  five Business Days after the Implementation Date either, in
                  relation to each Scheme RPS Holder:

                  (i)      dispatching, or procuring the dispatch of, a cheque
                           to the Scheme RPS Holder by pre-paid post to their
                           Registered Address (as at the Record Date), such
                           cheque being drawn in the name of the Scheme RPS
                           Holder; or

                  (ii)     making a deposit in an account with any ADI (as
                           defined in the Banking Act 1959 (Cth)) in Australia
                           notified by the Scheme RPS Holder to Jupiters and
                           recorded in or for the purposes of the Jupiters Share
                           Register at the Record Date,

                  for the relevant amount, with that amount being denominated in
                  Australian dollars.

         (b)      In the case of Scheme RPS held in joint names any cheque
                  required to be paid to Scheme RPS Holders will be payable to
                  the joint holders and be forwarded to the holder whose name
                  appears first in the Jupiters Share Register at the Record
                  Date.

                                                                          Page 6
<PAGE>

Scheme of Arrangement

6.       DEALINGS IN RPS

6.1      DEALINGS PRIOR TO RECORD DATE

         (a)      For the purpose of establishing the persons who are Scheme RPS
                  Holders, dealings in RPS will only be recognised if:

                  (i)      in the case of dealings of the type to be effected
                           using CHESS, the transferee is registered in the
                           Jupiters Share Register as the holder of the relevant
                           RPS by the Record Date; and

                  (ii)     in all other cases, registrable transfers or
                           transmission applications in respect of those
                           dealings are received at the Jupiters Share Registry
                           by the Record Date.

         (b)      Jupiters will register registrable transfers or transmission
                  applications of the kind referred to in clause 6.1(a)(ii) by
                  the Record Date. Jupiters will not accept for registration,
                  nor recognise for any purpose, any transfer or transmission
                  application in respect of RPS received after the Record Date
                  (other than the transfers contemplated by clause 4.2).

6.2      DEALINGS AFTER RECORD DATE

         (a)      For the purpose of determining entitlements to the RPS Scheme
                  Consideration, Jupiters will, until the RPS Scheme
                  Consideration has been provided in accordance with the RPS
                  Scheme, maintain or procure the maintenance of the Jupiters
                  Share Register in accordance with this clause 6, and the
                  Jupiters Share Register in this form will solely determine
                  entitlements to the RPS Scheme Consideration. Each entry on
                  the Jupiters Share Register at the Record Date relating to
                  Scheme RPS will cease to have any effect other than as
                  evidence of the entitlement to the RPS Scheme Consideration in
                  respect of those Scheme RPS.

         (b)      From the Record Date, all certificates and holding statements
                  for Scheme RPS existing at the Record Date will cease to have
                  effect as documents of title in respect of those Scheme RPS,
                  other than for the purpose of registering dealings in RPS in
                  accordance with clause 6.1.

6.3      PROVISION OF INFORMATION

         On or before 9.00am on the Implementation Date, Jupiters must give to
         TABCORP details of the names, Registered Addresses and holdings of
         Scheme RPS of every Scheme RPS Holder as shown in the Jupiters Share
         Register at the Record Date, such details to be provided in such form
         as TABCORP may reasonably require.

7.       GENERAL SCHEME PROVISIONS

7.1      RPS SCHEME ALTERATIONS AND CONDITIONS

         If the Court proposes to approve the RPS Scheme subject to any
         alterations or conditions, Jupiters may, by its counsel or solicitors
         but subject to the prior approval of TABCORP, consent on behalf of all
         persons concerned to those alterations or conditions.

                                                                          Page 7
<PAGE>

Scheme of Arrangement

7.2      COVENANTS BY SCHEME RPS HOLDERS

         Each Scheme RPS Holder:

         (a)      agrees to the transfer of their Scheme RPS to TABCORP
                  Acquirer, in accordance with the RPS Scheme;

         (b)      without the need for any further act, irrevocably appoints
                  Jupiters and each of the directors and officers of Jupiters,
                  jointly and severally, as the Scheme RPS Holder's attorney and
                  agent for the purpose of executing any document or doing any
                  other act necessary to give full effect to the RPS Scheme and
                  the transactions contemplated by it (including, without
                  limitation, the provision of a proper instrument of transfer
                  of the Scheme RPS Holder's Scheme RPS for the purposes of
                  section 1071B of the Corporations Act (which may be a master
                  transfer of all or part of the Scheme RPS)); and

         (c)      consents to Jupiters doing all things and executing all deeds,
                  instruments, transfers and other documents as may be necessary
                  or desirable to give full effect to the RPS Scheme and the
                  transactions contemplated by it.

7.3      STATUS OF SCHEME RPS

         (a)      Each Scheme RPS Holder is deemed to have warranted to TABCORP
                  and to TABCORP Acquirer that all their Scheme RPS (including
                  any rights and entitlements attaching to those shares)
                  transferred to TABCORP Acquirer under the RPS Scheme will, as
                  at the date of the transfer, be fully paid and free from all
                  mortgages, charges, liens, encumbrances, pledges, security
                  interests and other interests of third parties of any kind,
                  whether legal or otherwise, and that they have full power and
                  capacity to sell and to transfer their Scheme RPS (including
                  any rights and entitlements attaching to those shares) to
                  TABCORP Acquirer under the RPS Scheme.

         (b)      The Scheme RPS transferred to TABCORP Acquirer under the RPS
                  Scheme will be transferred free from all mortgages, charges,
                  liens, encumbrances, pledges, security interests and other
                  interests of third parties of any kind, whether legal or
                  otherwise, that will bind TABCORP Acquirer.

         (c)      Pending registration by Jupiters of the name and address of
                  TABCORP Acquirer in the Jupiters Share Register as the holder
                  of the Scheme RPS:

                  (i)      TABCORP Acquirer will be beneficially entitled to the
                           Scheme RPS transferred to it under the RPS Scheme;
                           and

                  (ii)     each Scheme RPS Holder irrevocably appoints TABCORP
                           Acquirer as its sole proxy and, where appropriate,
                           its corporate representative to attend shareholders'
                           meetings of Jupiters, exercise the votes attached to
                           the Scheme RPS registered in the name of the Scheme
                           RPS Holder and sign any shareholders' resolution of
                           Jupiters, and the Scheme RPS Holder may not itself
                           attend or vote at any such meetings or sign any such
                           resolutions, whether in person, by proxy or by
                           corporate representative.

                                                                          Page 8
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Scheme of Arrangement

7.4      EFFECT OF RPS SCHEME

         The RPS Scheme binds Jupiters and all RPS Holders from time to time
         and, to the extent of any inconsistency, overrides the constitution of
         Jupiters and the RPS Terms.

7.5      NOTICES

         Where a notice, transfer, transmission application, direction or other
         communication referred to in the RPS Scheme is sent by post to
         Jupiters, it will not be deemed to be received in the ordinary course
         of post or on a date other than the date (if any) on which it is
         actually received at Jupiters' registered office or at the Jupiters
         Share Registry.

7.6      FURTHER ASSURANCES

         Jupiters will do all things and execute all deeds, instruments,
         transfers and other documents as may be necessary or desirable to give
         full effect to the RPS Scheme and the transactions contemplated by it.

7.7      COSTS AND STAMP DUTY

         Jupiters will pay the costs of the RPS Scheme, except that TABCORP
         Acquirer will pay any stamp duty payable on the transfer by Scheme RPS
         Holders of the Scheme RPS to TABCORP Acquirer.

7.8      PROPER LAW

         The proper law of the RPS Scheme is the law of Queensland.

                                                                          Page 9
<PAGE>

ANNEXURE C  Scheme of Arrangement

PURSUANT TO SECTION 411 OF THE CORPORATIONS ACT 2001 (Cth)

BETWEEN

                  JUPITERS LIMITED (ABN 78 010 741 045) of 17 Victoria Avenue,
                  Broadbeach, Queensland, Australia

AND

                  THE HOLDERS OF OPTIONS TO SUBSCRIBE FOR FULLY PAID ORDINARY
                  SHARES IN JUPITERS LIMITED under the Jupiters Limited
                  Executive Option Plan

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         In this document, the following definitions apply unless the context
         requires otherwise.

         ASIC means the Australian Securities and Investments Commission.

         ASX means Australian Stock Exchange Limited (ABN 98 008 624 691).

         ASX LISTING RULES means the official listing rules of ASX.

         ASX WAIVER means a waiver of any requirement under ASX Listing Rule
         6.23 to obtain the approval of holders of ordinary shares in Jupiters
         for the cancellation of the Jupiters Options pursuant to the Option
         Scheme.

         BUSINESS DAY has the meaning given in the ASX Listing Rules.

         CONDITIONS PRECEDENT means the conditions precedent set out in clause
         3.1.

         CORPORATIONS ACT means the Corporations Act 2001 (Cth).

         COURT means the Supreme Court of Queensland.

         DEED POLL means the Deed Poll dated [*] 2003 executed by, amongst
         others, TABCORP and TABCORP Acquirer, pursuant to which each of TABCORP
         and TABCORP Acquirer has, amongst other things, covenanted in favour of
         Scheme Optionholders to perform the obligations contemplated of it
         under the Option Scheme.

         EFFECTIVE DATE means the date on which the Scheme Order comes into
         effect pursuant to section 411(10) of the Corporations Act.

         EXPIRY DATE means, in relation to any Jupiters Option, the date for
         last exercise of that Jupiters Option under the terms of grant of that
         Jupiters Option, as at 8.00am on the Second Court Date.

         IMPLEMENTATION DATE means the third Business Day after the Record Date.

                                                                          Page 1
<PAGE>

Scheme of Arrangement

         JUPITERS means Jupiters Limited (ABN 78 010 741 045).

         JUPITERS BOARD means the board of directors of Jupiters.

         JUPITERS OPTION means an option granted pursuant to the Jupiters Option
         Plan to subscribe for Jupiters Shares.

         JUPITERS OPTION PLAN means the Jupiters Limited Executive Option Plan
         adopted by the Jupiters Board on or about 8 February 2001.

         JUPITERS OPTION REGISTER means the register of holders of Jupiters
         Options maintained in accordance with the Corporations Act.

         JUPITERS OPTIONHOLDER means each person registered in the Jupiters
         Option Register as the holder of Jupiters Options.

         JUPITERS SHARE means a fully paid ordinary share in the capital of
         Jupiters.

         JUPITERS SHARE REGISTRY means Computershare Investor Services Pty
         Limited (ABN 48 078 279 277) of Level 12, 565 Bourke Street, Melbourne,
         Victoria.

         MERGER IMPLEMENTATION AGREEMENT means the Merger Implementation
         Agreement dated [*] 2003 between TABCORP and Jupiters.

         OPTION SCHEME means this scheme of arrangement, subject to any
         alterations or conditions made or required by the Court under section
         411(6) of the Corporations Act.

         OPTION SCHEME CONSIDERATION means the consideration to be provided to
         Scheme Optionholders for the cancellation of the Scheme Options,
         ascertained in accordance with clause 5.

         ORDINARY SCHEME means the scheme of arrangement under Part 5.1 of the
         Corporations Act between Jupiters and the holders of fully paid
         ordinary shares in the capital of Jupiters (other than any person
         holding fully paid ordinary shares in Jupiters on behalf of, or for the
         benefit of, TABCORP or any of its Related Entities).

         RECORD DATE means 5.00pm on the fifth Business Day after the Effective
         Date.

         REGISTERED ADDRESS means, in relation to a Jupiters Optionholder, the
         address shown in the Jupiters Option Register.

         RELATED ENTITY means, in relation to a person, any entity which is
         related to that person within the meaning of section 50 of the
         Corporations Act or which is an economic entity (as defined in any
         approved Australian accounting standard) that is controlled by that
         person.

         SCHEME MEETING means the meeting ordered by the Court to be convened
         pursuant to section 411(1) of the Corporations Act in relation to the
         Option Scheme.

         SCHEME OPTIONHOLDER means each person registered in the Jupiters Option
         Register as the holder of Scheme Options as at the Record Date.

         SCHEME OPTIONS means the Jupiters Options on issue at the Record Date
         (whether or not they are exercisable at that time in accordance with
         the terms of the Jupiters Option Plan).

         SCHEME ORDER means the order of the Court made for the purposes of
         section 411(4)(b) of the Corporations Act in relation to the Option
         Scheme.

                                                                          Page 2
<PAGE>

Scheme of Arrangement

         SECOND COURT DATE means the first day on which an application made to
         the Court for the Scheme Order is heard or, if the application is
         adjourned for any reason, the first day on which the adjourned
         application is heard.

         TABCORP means TABCORP Holdings Limited (ABN 66 063 780 709).

         TABCORP ACQUIRER means [*TABCORP ACQUIRER] (ABN [*]), a wholly-owned
         Related Entity of TABCORP.

1.2      INTERPRETATION

         Headings are for convenience only and do not affect interpretation. The
         following rules apply unless the context requires otherwise.

         (a)      The singular includes the plural and conversely.

         (b)      A gender includes all genders.

         (c)      If a word or phrase is defined, its other grammatical forms
                  have a corresponding meaning.

         (d)      A reference to a person, corporation, trust, partnership,
                  unincorporated body, government agency or other entity
                  includes any of them.

         (e)      A reference to a clause is a reference to a clause of this
                  document.

         (f)      A reference to a person includes a reference to the person's
                  executors, administrators, successors, substitutes (including,
                  without limitation, persons taking by novation) and assigns.

         (g)      A reference to an agreement or document (including, without
                  limitation, a reference to this document) is to the agreement
                  or document as amended, varied, supplemented, novated or
                  replaced, except to the extent prohibited by this document or
                  that other agreement or document.

         (h)      A reference to any legislation or to a provision of any
                  legislation includes a modification or re-enactment of it, any
                  legislative provision substituted for it and all regulations
                  and statutory instruments issued under it.

         (i)      Words and phrases not specifically defined in this document
                  have the same meanings (if any) given to them in the
                  Corporations Act.

         (j)      A reference to time is a reference to time in Brisbane,
                  Australia.

         (k)      A reference to $ is to the lawful currency of Australia.

2.       PRELIMINARY

2.1      JUPITERS

         (a)      Jupiters is a public company incorporated in Australia and
                  registered in Queensland and is a company limited by shares.
                  Its registered office is at Level 9, Niecon Tower, 17 Victoria
                  Avenue, Broadbeach, Queensland.

         (b)      As at [*] 2003, [*] Jupiters Options were on issue.

                                                                          Page 3
<PAGE>

Scheme of Arrangement

2.2      TABCORP

         TABCORP is a public company incorporated in Australia and registered in
         Victoria and is a company limited by shares. Its registered office is
         at 5 Bowen Crescent, Melbourne, Victoria.

2.3      TABCORP ACQUIRER

         TABCORP Acquirer is a [public/proprietary] company incorporated in
         Australia and registered in [Victoria] and is a company limited by
         shares. Its registered office is at 5 Bowen Crescent, Melbourne,
         Victoria.

2.4      SUMMARY OF THE OPTION SCHEME

         (a)      If the Option Scheme becomes effective (by virtue of the
                  Scheme Order coming into effect in accordance with section
                  411(10) of the Corporations Act) then all the Scheme Options
                  will be cancelled, and TABCORP Acquirer will pay the Option
                  Scheme Consideration to Scheme Optionholders in accordance
                  with the provisions of the Option Scheme.

         (b)      TABCORP has executed the Deed Poll in favour of the Scheme
                  Optionholders, pursuant to which it has covenanted to perform
                  the obligations contemplated of it under the Option Scheme,
                  and to procure that TABCORP Acquirer performs the obligations
                  contemplated of TABCORP Acquirer under the Option Scheme.

         (c)      TABCORP Acquirer has executed the Deed Poll in favour of the
                  Scheme Optionholders, pursuant to which it has covenanted to
                  perform the obligations contemplated of it under the Option
                  Scheme.

3.       CONDITIONS PRECEDENT

3.1      CONDITIONS

         The Option Scheme is conditional on each of the following conditions
         precedent:

         (a)      as at 8.00am on the Second Court Date, all of the conditions
                  set out in clause 3.1 of the Merger Implementation Agreement
                  have been satisfied or waived in accordance with the terms of
                  the Merger Implementation Agreement;

         (b)      as at 8.00am on the Second Court Date, the Merger
                  Implementation Agreement has not been terminated;

         (c)      ASX has granted the ASX Waiver, or the holders of ordinary
                  shares in Jupiters have approved, in accordance with and for
                  the purposes of ASX Listing Rule 6.23.2, the cancellation of
                  the Jupiters Options pursuant to the Option Scheme;

         (d)      the Option Scheme has been approved by the requisite
                  majorities of Jupiters Optionholders in accordance with
                  section 411(4)(a) of the Corporations Act at the Scheme
                  Meeting;

         (e)      the Court has approved the Ordinary Scheme, with or without
                  modification, pursuant to section 411(4)(b) of the
                  Corporations Act;

         (f)      the Court has approved the Option Scheme, with or without
                  modification, pursuant to section 411(4)(b) of the
                  Corporations Act;

                                                                          Page 4
<PAGE>

Scheme of Arrangement

         (g)      such other conditions made or required by the Court under
                  section 411(6) of the Corporations Act in relation to the
                  Option Scheme as are acceptable to TABCORP and Jupiters have
                  been satisfied,

         and the Option Scheme will be of no force or effect unless and until
         the Conditions Precedent are satisfied.

3.2      CERTIFICATE

         At the hearing by the Court of the application for the Scheme Order,
         TABCORP and Jupiters will each provide to the Court a certificate
         confirming whether or not all of the conditions set out in clause 3.1
         of the Merger Implementation Agreement have been satisfied or waived in
         accordance with the terms of the Merger Implementation Agreement.

3.3      TERMINATION OF MERGER IMPLEMENTATION AGREEMENT

         In the event that the Merger Implementation Agreement is terminated,
         each of Jupiters, TABCORP and TABCORP Acquirer is released from:

         (a)      any further obligation to take steps to implement the Option
                  Scheme; and

         (b)      any liability with respect to the Option Scheme.

4.       IMPLEMENTATION OF THE OPTION SCHEME

4.1      LODGEMENT

         Jupiters must lodge with ASIC an office copy of the Scheme Order
         promptly after, and in any event by 5.00pm on the first Business Day
         after the date on which, the Court makes that order.

4.2      CANCELLATION OF SCHEME OPTIONS

         On the Implementation Date, all of the Scheme Options, and all rights
         and entitlements attaching to the Scheme Options, will be cancelled
         without the need for any further act by any Scheme Optionholder.

4.3      PAYMENT OF OPTION SCHEME CONSIDERATION

         In consideration for the cancellation of the Scheme Options, TABCORP
         Acquirer will pay to each Scheme Optionholder the Option Scheme
         Consideration.

5.       OPTION SCHEME CONSIDERATION

5.1      CALCULATION OF OPTION SCHEME CONSIDERATION

         The Option Scheme Consideration in respect of each Scheme Option is a
         cash amount determined in relation to that Scheme Option in accordance
         with the following table:

<TABLE>
<CAPTION>
EXPIRY DATE OF SCHEME OPTION            CONSIDERATION PER SCHEME OPTION
----------------------------            -------------------------------
<S>                                     <C>
      30 August 2011                                $2.07
</TABLE>

                                                                          Page 5
<PAGE>

Scheme of Arrangement

<TABLE>
<CAPTION>
EXPIRY DATE OF SCHEME OPTION            CONSIDERATION PER SCHEME OPTION
----------------------------            -------------------------------
<S>                                     <C>
      5 November 2011                              $2.14
</TABLE>

5.2      PAYMENT OF OPTION SCHEME CONSIDERATION

         The obligation of TABCORP Acquirer to pay the Option Scheme
         Consideration will be satisfied by TABCORP Acquirer within five
         Business Days after the Implementation Date either, in relation to each
         Scheme Optionholder:

         (a)      dispatching, or procuring the dispatch of, a cheque to the
                  Scheme Optionholder by pre-paid post to their Registered
                  Address (as at the Record Date), such cheque being drawn in
                  the name of the Scheme Optionholder; or

         (b)      making a deposit in an account with any ADI (as defined in the
                  Banking Act 1959 (Cth)) in Australia notified by the Scheme
                  Optionholder to Jupiters and recorded in or for the purposes
                  of the Jupiters Option Register at the Record Date,

         for the relevant amount, with that amount being denominated in
         Australian dollars.

6.       EXERCISE RESTRICTIONS OF JUPITERS OPTIONS

6.1      EXERCISES PRIOR TO RECORD DATE

         (a)      Jupiters will not accept as valid, nor recognise for any
                  purpose, any notice of exercise of a Jupiters Option received:

                  (i)      by the Record Date otherwise than in accordance with
                           the terms of grant of the Jupiters Option; or

                  (ii)     after the Record Date.

         (b)      Jupiters will issue, and register the relevant Jupiters
                  Optionholder as the holder of, a Jupiters Share in respect of
                  the exercise of a Jupiters Option in accordance with clause
                  6.1(a) by the record date for the Ordinary Scheme, in
                  accordance with the terms of grant of the Jupiters Option.

6.2      MAINTENANCE OF JUPITERS OPTION REGISTER

         For the purpose of determining entitlements to the Option Scheme
         Consideration, Jupiters will, until the Option Scheme Consideration has
         been provided in accordance with the Option Scheme, maintain or procure
         the maintenance of the Jupiters Option Register in accordance with this
         clause 6, and the Jupiters Option Register in this form will solely
         determine entitlements to the Option Scheme Consideration. Each entry
         on the Jupiters Option Register at the Record Date relating to Scheme
         Options will cease to have any effect other than as evidence of the
         entitlement to the Option Scheme Consideration in respect of those
         Scheme Options.

6.3      PROVISION OF INFORMATION

         On or before 9.00am on the Implementation Date, Jupiters must give to
         TABCORP details of the names, Registered Addresses and holdings of
         Scheme Options of every Scheme Optionholder as shown in the Jupiters
         Option Register at the Record Date, such details to be provided in such
         form as TABCORP may reasonably require.

                                                                          Page 6
<PAGE>

Scheme of Arrangement

7.       GENERAL SCHEME PROVISIONS

7.1      OPTION SCHEME ALTERATIONS AND CONDITIONS

         If the Court proposes to approve the Option Scheme subject to any
         alterations or conditions, Jupiters may, by its counsel or solicitors
         but subject to the prior approval of TABCORP, consent on behalf of all
         persons concerned to those alterations or conditions.

7.2      COVENANTS BY SCHEME OPTIONHOLDERS

         Each Scheme Optionholder:

         (a)      agrees to the cancellation of their Scheme Options, in
                  accordance with the Option Scheme;

         (b)      without the need for any further act, irrevocably appoints
                  Jupiters and each of the directors and officers of Jupiters,
                  jointly and severally, as the Scheme Optionholder's attorney
                  and agent for the purpose of executing any document or doing
                  any other act necessary to give full effect to the Option
                  Scheme and the transactions contemplated by it; and

         (c)      consents to Jupiters doing all things and executing all deeds,
                  instruments, transfers and other documents as may be necessary
                  or desirable to give full effect to the Option Scheme and the
                  transactions contemplated by it.

7.3      EFFECT OF OPTION SCHEME

         The Option Scheme binds Jupiters and all Jupiters Optionholders from
         time to time and, to the extent of any inconsistency, overrides the
         constitution of Jupiters and the terms of grant of the Jupiters Options
         (including the terms of the Jupiters Option Plan).

7.4      NOTICES

         Where a notice, transfer, transmission application, direction or other
         communication referred to in the Option Scheme is sent by post to
         Jupiters, it will not be deemed to be received in the ordinary course
         of post or on a date other than the date (if any) on which it is
         actually received at Jupiters' registered office or at the Jupiters
         Share Registry.

7.5      FURTHER ASSURANCES

         Jupiters will do all things and execute all deeds, instruments,
         transfers and other documents as may be necessary or desirable to give
         full effect to the Option Scheme and the transactions contemplated by
         it.

7.6      COSTS

         Jupiters will pay the costs of the Option Scheme.

7.7      PROPER LAW

         The proper law of the Option Scheme is the law of Queensland.

                                                                          Page 7
<PAGE>

                                                            ANNEXURE D DEED POLL

                                                        TABCORP Holdings Limited

                                                              [TABCORP ACQUIRER]

                                                                [TABCORP ISSUER]

                                                           Stock Exchange Centre
                                                              530 Collins Street
                                                            Melbourne  VIC  3000
                                                             Tel  61 3 9614 1011
                                                             Fax  61 3 9614 4661
                                                                  www.aar.com.au

                                       (C) Copyright Allens Arthur Robinson 2003

<PAGE>

Deed Poll                                          [ALLENS ARTHUR ROBINSON LOGO]

TABLE OF CONTENTS

<TABLE>
<S>                                                                                  <C>
1.       DEFINITIONS AND INTERPRETATION                                              2
         1.1      Definitions                                                        2
         1.2      Interpretation                                                     2

2.       NATURE OF DEED POLL                                                         2

3.       CONDITIONS PRECEDENT AND TERMINATION                                        2
         3.1      Conditions precedent                                               2
         3.2      Termination                                                        2
         3.3      Consequences of termination                                        3

4.       COMPLIANCE WITH ORDINARY SCHEME OBLIGATIONS                                 3
         4.1      Payment of Ordinary Scheme Consideration                           3
         4.2      Provision of Scrip Consideration                                   3
         4.3      Payment of cash amounts                                            4
         4.4      Provision of Centrebet Notes                                       4
         4.5      Joint holders                                                      5
         4.6      Deferred settlement trading of TABCORP Shares                      5
         4.7      Miscellaneous obligations                                          5

5.       COMPLIANCE WITH RPS SCHEME OBLIGATIONS                                      5
         5.1      Payment of RPS Scheme Consideration                                5
         5.2      Payment of cash amounts                                            6
         5.3      Miscellaneous obligations                                          6

6.       COMPLIANCE WITH OPTION SCHEME OBLIGATIONS                                   6
         6.1      Payment of Option Scheme Consideration                             6
         6.2      Payment of cash amounts                                            6
         6.3      Miscellaneous obligations                                          7

7.       REPRESENTATIVES AND WARRANTIES                                              7

8.       CONTINUING OBLIGATIONS                                                      7

9.       FURTHER ASSURANCES                                                          7

10.      NOTICES                                                                     7

11.      NO WAIVER                                                                   8

12.      REMEDIES CUMULATIVE                                                         8

13.      AMENDMENT                                                                   8

14.      STAMP DUTY                                                                  9

15.      ASSIGNMENT                                                                  9

16.      GOVERNING LAW AND JURISDICTION                                              9
</TABLE>

                                                                        Page (i)

<PAGE>

Deed Poll                                          [ALLENS ARTHUR ROBINSON LOGO]

DATE

BY

         1.       TABCORP HOLDINGS LIMITED (ABN 66 063 780 709) of 5 Bowen
                  Crescent, Melbourne, Victoria (TABCORP);

         2.       [TABCORP ACQUIRER] (ABN [*]) of [5 Bowen Crescent, Melbourne,
                  Victoria] (TABCORP ACQUIRER); and

         3.       [TABCORP ISSUER] (ABN [*]) of [5 Bowen Crescent, Melbourne,
                  Victoria] (TABCORP ISSUER)

IN FAVOUR OF

         1.       Each Scheme Shareholder;

         2.       Each Scheme RPS Holder; and

         3.       Each Scheme Optionholder

RECITALS

         A        TABCORP and Jupiters Limited (ABN 78 010 741 045) are parties
                  to a Merger Implementation Agreement dated [*] 2003 (the
                  MERGER IMPLEMENTATION AGREEMENT).

         B        TABCORP is the ultimate holding company of each of TABCORP
                  Acquirer and TABCORP Issuer.

         C        Under the Merger Implementation Agreement, TABCORP agreed,
                  subject to the satisfaction or waiver of certain conditions,
                  to execute all documents and do all acts and things within its
                  power as may be necessary or desirable for the implementation
                  and performance of the Schemes.

         D        Each of TABCORP, TABCORP Acquirer and TABCORP Issuer is
                  entering into this Deed Poll for the purpose of covenanting in
                  favour of Scheme Participants to perform its obligations under
                  the Schemes.

                                                                          Page 1

<PAGE>

Deed Poll                                          [ALLENS ARTHUR ROBINSON LOGO]

IT IS DECLARED as follows.

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         Terms defined in the Ordinary Scheme, in the RPS Scheme and in the
         Option Scheme, a copy of each of which is set out in annexures A, B and
         C to the Merger Implementation Agreement, respectively, have the same
         meanings in this Deed Poll unless the context requires otherwise. In
         addition:

         SCHEME PARTICIPANTS means Scheme Shareholders, Scheme RPS Holders and
         Scheme Optionholders.

         SCHEMES means the Ordinary Scheme, the RPS Scheme and the Option
         Scheme.

1.2      INTERPRETATION

         The provisions of clause 1.2 of the Ordinary Scheme form part of this
         Deed Poll as if set out in full in this Deed Poll, and on the basis
         that references to `this document' in that clause are references to
         `this Deed Poll'.

2.       NATURE OF DEED POLL

         Each of TABCORP, TABCORP Acquirer and TABCORP Issuer acknowledges that
         this Deed Poll may be relied on and enforced by any Scheme Participant
         in accordance with its terms, notwithstanding that that person is not a
         party to this Deed Poll.

3.       CONDITIONS PRECEDENT AND TERMINATION

3.1      CONDITIONS PRECEDENT

         Each of TABCORP's, TABCORP Acquirer's and TABCORP Issuer's obligations
         (as relevant) under:

         (a)      clause 4 are subject to the Ordinary Scheme coming into effect
                  in accordance with section 411(10) of the Corporations Act;

         (b)      clause 5 are subject to the RPS Scheme coming into effect in
                  accordance with section 411(10) of the Corporations Act; and

         (c)      clause 6 are subject to the Option Scheme coming into effect
                  in accordance with section 411(10) of the Corporations Act.

3.2      TERMINATION

         The obligations of each of TABCORP, TABCORP Acquirer and TABCORP Issuer
         under this Deed Poll to Scheme Participants will automatically
         terminate and the terms of this Deed Poll will be of no further force
         or effect if the Merger Implementation Agreement is terminated in
         accordance with its terms prior to the Effective Date for the Ordinary
         Scheme.

                                                                          Page 2
<PAGE>

Deed Poll                                          [ALLENS ARTHUR ROBINSON LOGO]

3.3      CONSEQUENCES OF TERMINATION

         If this Deed Poll is terminated under clause 3.2, then, in addition and
         without prejudice to any other rights, powers or remedies available to
         Scheme Participants:

         (a)      each of TABCORP, TABCORP Acquirer and TABCORP Issuer is
                  released from its obligations to further perform this Deed
                  Poll except those obligations contained in clause 14; and

         (b)      Scheme Participants retain the rights they have against each
                  of TABCORP, TABCORP Acquirer and TABCORP Issuer in respect of
                  any breach of this Deed Poll by it which occurred before
                  termination of this Deed Poll.

4.       COMPLIANCE WITH ORDINARY SCHEME OBLIGATIONS

4.1      PAYMENT OF ORDINARY SCHEME CONSIDERATION

         Subject to clause 3, in consideration for the transfer to TABCORP
         Acquirer of each Scheme Share on the Implementation Date for the
         Ordinary Scheme, within five Business Days after the Implementation
         Date for the Ordinary Scheme:

         (a)      TABCORP Acquirer will pay to each Scheme Shareholder such
                  amount of cash as is due to that Scheme Shareholder under the
                  Ordinary Scheme as Cash Consideration;

         (b)      TABCORP Acquirer will pay to each Scheme Shareholder such
                  amount of cash (if any) as is due to that Scheme Shareholder
                  under clause 5.1(c)(i) of the Ordinary Scheme as the Centrebet
                  Payment;

         (c)      TABCORP will issue to each Eligible Scheme Shareholder such
                  number of TABCORP Shares as are due to that Eligible Scheme
                  Shareholder under the Ordinary Scheme as Scrip Consideration;

         (d)      TABCORP will issue to the Sale Agent in accordance with the
                  Ordinary Scheme such number of TABCORP Shares as are
                  attributable to Ineligible Overseas Shareholders under the
                  Ordinary Scheme as Scrip Consideration;

         (e)      TABCORP Issuer will issue to each Eligible Scheme Shareholder
                  such number of Centrebet Notes (if any) as are due to that
                  Eligible Scheme Shareholder under clause 5.1(c)(ii) of the
                  Ordinary Scheme; and

         (f)      TABCORP Issuer will issue to the Ineligible Note Trustee in
                  accordance with the Ordinary Scheme such number of Centrebet
                  Notes (if any) as are attributable to Ineligible Overseas
                  Shareholders under clause 5.1(c)(ii) of the Ordinary Scheme.

4.2      PROVISION OF SCRIP CONSIDERATION

         In satisfaction of its obligation to issue TABCORP Shares to an
         Eligible Scheme Shareholder entitled to be issued TABCORP Shares under
         the Ordinary Scheme, TABCORP will:

         (a)      on the Implementation Date for the Ordinary Scheme, cause the
                  name and Registered Address (as at the Record Date for the
                  Ordinary Scheme) of that Eligible Scheme Shareholder to be
                  entered in the TABCORP Share Register as the holder of the
                  TABCORP Shares issued to that Eligible Scheme Shareholder; and

                                                                          Page 3
<PAGE>

Deed Poll                                          [ALLENS ARTHUR ROBINSON LOGO]

         (b)      within five Business Days after the Implementation Date for
                  the Ordinary Scheme, procure the dispatch to that Eligible
                  Scheme Shareholder, by pre-paid post to their Registered
                  Address (as at the Record Date for the Ordinary Scheme), of an
                  uncertificated holding statement in the name of that Eligible
                  Scheme Shareholder representing the number of TABCORP Shares
                  issued to that Eligible Scheme Shareholder.

4.3      PAYMENT OF CASH AMOUNTS

         In satisfaction of its obligations:

         (a)      to pay the Cash Consideration;

         (b)      to make the Centrebet Payments; and

         (c)      to make any payment pursuant to clause 5.6(a) of the Ordinary
                  Scheme,

         TABCORP Acquirer will, within five Business Days after the
         Implementation Date for the Ordinary Scheme (or, in the case of clause
         4.3(c), within such later time allowed by the Ordinary Scheme) either,
         in relation to each Scheme Shareholder:

         (d)      dispatch, or procure the dispatch of, a cheque to the Scheme
                  Shareholder by pre-paid post to their Registered Address (as
                  at the Record Date for the Ordinary Scheme), such cheque being
                  drawn in the name of the Scheme Shareholder; or

         (e)      make a deposit in an account with any ADI (as defined in the
                  Banking Act 1959 (Cth)) in Australia notified by the Scheme
                  Shareholder to Jupiters and recorded in or for the purposes of
                  the Jupiters Share Register at the Record Date for the
                  Ordinary Scheme,

         for the relevant amount, with that amount being denominated in
         Australian dollars.

4.4      PROVISION OF CENTREBET NOTES

         In satisfaction of its obligation to issue Centrebet Notes (if
         applicable) to an Eligible Scheme Shareholder under the Ordinary
         Scheme, TABCORP Issuer will:

         (a)      on the Implementation Date for the Ordinary Scheme, cause the
                  name and Registered Address (as at the Record Date for the
                  Ordinary Scheme) of that Eligible Scheme Shareholder to be
                  entered in the register for the Centrebet Notes as the holder
                  of the Centrebet Notes issued to that Eligible Scheme
                  Shareholder; and

         (b)      within five Business Days after the Implementation Date for
                  the Ordinary Scheme, procure the dispatch to that Eligible
                  Scheme Shareholder, by pre-paid post to their Registered
                  Address (as at the Record Date for the Ordinary Scheme), of a
                  certificate in the name of that Eligible Scheme Shareholder
                  representing the number of Centrebet Notes issued to that
                  Eligible Scheme Shareholder.

                                                                          Page 4
<PAGE>

Deed Poll                                          [ALLENS ARTHUR ROBINSON LOGO]

4.5      JOINT HOLDERS

         In the case of Scheme Shares held in joint names:

         (a)      any uncertificated holding statements for TABCORP Shares to be
                  issued to Scheme Shareholders will be issued in the names of
                  the joint holders;

         (b)      any cheque required to be paid to Scheme Shareholders will be
                  payable to the joint holders; and

         (c)      any certificates for Centrebet Notes to be issued to Scheme
                  Shareholders will be issued in the names of the joint holders,

         and be forwarded to the holder whose name appears first in the Jupiters
         Share Register at the Record Date for the Ordinary Scheme.

4.6      DEFERRED SETTLEMENT TRADING OF TABCORP SHARES

         TABCORP will use its best endeavours to procure that the TABCORP Shares
         to be issued pursuant to the Ordinary Scheme will be quoted on the
         stock market conducted by ASX as soon as practicable after the
         Effective Date, taking into account the requirements of ASX in
         connection with the making of Elections, initially on a deferred
         settlement basis and thereafter on an ordinary settlement basis.

4.7      MISCELLANEOUS OBLIGATIONS

         Subject to clause 3:

         (a)      TABCORP will comply with the obligations contemplated of it
                  under clauses 3.2, 5.6(a) and 5.8 of the Ordinary Scheme, and
                  will procure that each of TABCORP Acquirer and TABCORP Issuer
                  complies with the obligations contemplated of TABCORP Acquirer
                  or TABCORP Issuer (as the case may be) under the Ordinary
                  Scheme;

         (b)      TABCORP Acquirer will comply with the obligations contemplated
                  of it under clauses 4.2(b), 4.3(a), 5.6(a) and 9.7 of the
                  Ordinary Scheme; and

         (c)      TABCORP Issuer will comply with the obligations contemplated
                  of it under clauses 4.3(d) and (e) and 5.6(b) of the Ordinary
                  Scheme.

5.       COMPLIANCE WITH RPS SCHEME OBLIGATIONS

5.1      PAYMENT OF RPS SCHEME CONSIDERATION

         Subject to clause 3, in consideration for the transfer to TABCORP
         Acquirer of each Scheme RPS on the Implementation Date for the RPS
         Scheme, within five Business Days after the Implementation Date for the
         RPS Scheme, TABCORP Acquirer will pay to each Scheme RPS Holder the RPS
         Scheme Consideration.

                                                                          Page 5
<PAGE>

Deed Poll                                          [ALLENS ARTHUR ROBINSON LOGO]

5.2      PAYMENT OF CASH AMOUNTS

         In satisfaction of its obligation to pay the RPS Scheme Consideration,
         TABCORP Acquirer will, within five Business Days after the
         Implementation Date for the RPS Scheme either, in relation to each
         Scheme RPS Holder:

         (a)      dispatch, or procure the dispatch of, a cheque to the Scheme
                  RPS Holder by pre-paid post to their Registered Address (as at
                  the Record Date for the RPS Scheme), such cheque being drawn
                  in the name of the Scheme RPS Holder; or

         (b)      make a deposit in an account with any ADI (as defined in the
                  Banking Act 1959 (Cth)) in Australia notified by the Scheme
                  RPS Holder to Jupiters and recorded in or for the purposes of
                  the Jupiters Share Register at the Record Date for the RPS
                  Scheme,

         for the relevant amount, with that amount being denominated in
         Australian dollars. In the case of Scheme RPS held in joint names any
         cheque required to be paid to Scheme RPS Holders will be payable to the
         joint holders and be forwarded to the holder whose name appears first
         in the Jupiters Share Register at the Record Date for the RPS Scheme.

5.3      MISCELLANEOUS OBLIGATIONS

         Subject to clause 3:

         (a)      TABCORP will comply with the obligations contemplated of it
                  under clause 3.2 of the RPS Scheme, and will procure that
                  TABCORP Acquirer complies with the obligations contemplated of
                  TABCORP Acquirer under the RPS Scheme; and

         (b)      TABCORP Acquirer will comply with the obligations contemplated
                  of it under clauses 4.2(b) and 7.7 of the RPS Scheme.

6.       COMPLIANCE WITH OPTION SCHEME OBLIGATIONS

6.1      PAYMENT OF OPTION SCHEME CONSIDERATION

         Subject to clause 3, in consideration for the cancellation of the
         Scheme Options, within five Business Days after the Implementation Date
         for the Option Scheme, TABCORP Acquirer will pay to each Scheme
         Optionholder the Option Scheme Consideration.

6.2      PAYMENT OF CASH AMOUNTS

         In satisfaction of its obligation to pay the Option Scheme
         Consideration, TABCORP Acquirer will, within five Business Days after
         the Implementation Date for the Option Scheme either, in relation to
         each Scheme Optionholder:

         (a)      dispatch, or procure the dispatch of, a cheque to the Scheme
                  Optionholder by pre-paid post to their Registered Address (as
                  at the Record Date for the Option Scheme), such cheque being
                  drawn in the name of the Scheme Optionholder; or

                                                                          Page 6
<PAGE>

Deed Poll                                          [ALLENS ARTHUR ROBINSON LOGO]

         (b)      make a deposit in an account with any ADI (as defined in the
                  Banking Act 1959 (Cth)) in Australia notified by the Scheme
                  Optionholder to Jupiters and recorded in or for the purposes
                  of the Jupiters Option Register at the Record Date for the
                  Option Scheme,

         for the relevant amount, with that amount being denominated in
         Australian dollars.

6.3      MISCELLANEOUS OBLIGATIONS

         Subject to clause 3, TABCORP will comply with the obligations
         contemplated of it under clause 3.2 of the Option Scheme, and will
         procure that TABCORP Acquirer complies with the obligations
         contemplated of TABCORP Acquirer under the Option Scheme.

7.       REPRESENTATIVES AND WARRANTIES

         Each of TABCORP, TABCORP Acquirer and TABCORP Issuer represents and
         warrants that:

         (a)      it is a company validly existing under the laws of Australia;

         (b)      it has the corporate power to enter into and perform its
                  obligations under this Deed Poll and to carry out the
                  transactions contemplated by this Deed Poll;

         (c)      it has taken all necessary corporate action to authorise the
                  entry into this Deed Poll and has taken or will take all
                  necessary corporate action to authorise the performance of
                  this Deed Poll and to carry out the transactions contemplated
                  by this Deed Poll; and

         (d)      this Deed Poll is its valid and binding obligation enforceable
                  in accordance with its terms, subject to any necessary
                  stamping.

8.       CONTINUING OBLIGATIONS

         This Deed Poll is irrevocable and remains in full force and effect
         until the earlier of:

         (a)      each of TABCORP, TABCORP Acquirer and TABCORP Issuer having
                  completely performed its obligations under this Deed Poll; and

         (b)      termination of this Deed Poll under clause 3.

9.       FURTHER ASSURANCES

         Each of TABCORP, TABCORP Acquirer and TABCORP Issuer will do all things
         and execute all deeds, instruments, transfers or other documents as may
         be necessary or desirable to give full effect to the provisions of this
         Deed Poll and the transactions contemplated by it.

10.      NOTICES

         Any notice, demand, consent or other communication (a NOTICE) given or
         made to TABCORP, TABCORP Acquirer or TABCORP Issuer under this Deed
         Poll:

         (a)      must be in writing and signed by the sender or a person duly
                  authorised by the sender;

         (b)      must be delivered to TABCORP, TABCORP Acquirer or TABCORP
                  Issuer (as the case may be) by prepaid post (if posted to an
                  address in another country, by registered airmail)

                                                                          Page 7
<PAGE>

Deed Poll                                          [ALLENS ARTHUR ROBINSON LOGO]

                  or by hand or fax to the address or fax number below or the
                  address or fax number last requested by TABCORP in writing:

                  5 Bowen Crescent

                  Melbourne Victoria 3000

                  Attention: The Company Secretary

                  Fax No:  +61 3 9868 2726;

         (c)      will be taken to be duly given or made:

                  (i)      in the case of delivery in person, when delivered;

                  (ii)     in the case of delivery by post, three business days
                           after the date of posting (if posted to an address in
                           the same country) or seven business days after the
                           date of posting (if posted to an address in another
                           country); and

                  (iii)    in the case of fax, on receipt by the sender of a
                           transmission control report from the despatching
                           machine showing the relevant number of pages and the
                           correct destination fax number or name of recipient
                           and indicating that the transmission has been made
                           without error,

                  but if the result is that a Notice would be taken to be given
                  or made on a day that is not a business day in the place to
                  which the Notice is sent or is later than 4.00pm (local time)
                  it will be taken to have been duly given or made at the start
                  of business on the next business day in that place.

11.      NO WAIVER

         No failure to exercise nor any delay in exercising any right, power or
         remedy by any of TABCORP, TABCORP Acquirer or TABCORP Issuer or by a
         Scheme Participant operates as a waiver. A single or partial exercise
         of any right, power or remedy does not preclude any other or further
         exercise of that or any other right, power or remedy. A waiver is not
         valid or binding on the person granting that waiver unless made in
         writing.

12.      REMEDIES CUMULATIVE

         The rights, powers and remedies of each of TABCORP, TABCORP Acquirer
         and TABCORP Issuer and of each Scheme Participant under this Deed Poll
         are in addition to, and do not exclude or limit, any right, power or
         remedy provided by law or equity or by any agreement.

13.      AMENDMENT

         No amendment or variation of this Deed Poll by any of TABCORP, TABCORP
         Acquirer or TABCORP Issuer is valid or binding unless the amendment or
         variation is agreed to by Jupiters, which agreement Jupiters may give
         or withhold in its absolute discretion and without reference to or
         approval by any Scheme Participant. If such an amendment or variation
         is agreed, each of TABCORP, TABCORP Acquirer and TABCORP Issuer will
         enter into a further deed poll in favour of the Scheme Participants
         giving effect to such amendment or variation.

                                                                          Page 8
<PAGE>

Deed Poll                                          [ALLENS ARTHUR ROBINSON LOGO]

14.      STAMP DUTY

         All stamp duty (including fines, penalties and interest) that may be
         payable on or in connection with this Deed Poll and any instrument
         executed under this Deed Poll must be borne by TABCORP Acquirer.
         TABCORP Acquirer must indemnify each Scheme Participant on demand
         against any liability for that stamp duty.

15.      ASSIGNMENT

         The rights and obligations of each of TABCORP, TABCORP Acquirer and
         TABCORP Issuer and of each Scheme Participant under this Deed Poll are
         personal. They cannot be assigned, encumbered or otherwise dealt with
         and no person may attempt, or purport, to do so without the prior
         written consent of TABCORP and Jupiters.

16.      GOVERNING LAW AND JURISDICTION

         This Deed Poll is governed by the laws of Victoria. Each of TABCORP,
         TABCORP Acquirer and TABCORP Issuer submits to the non-exclusive
         jurisdiction of courts exercising jurisdiction there in connection with
         matters concerning this Deed Poll.

                                                                          Page 9
<PAGE>

Deed Poll                                          [ALLENS ARTHUR ROBINSON LOGO]

EXECUTED as a DEED POLL in Melbourne, Victoria.

EXECUTED by TABCORP HOLDINGS LIMITED in
accordance with the Corporations Act:

____________________________________              ______________________________
Director Signature                                Director/Secretary Signature

____________________________________              ______________________________
Print Name                                        Print Name

EXECUTED by [TABCORP ACQUIRER] in
accordance with the Corporations Act:

____________________________________              ______________________________
Director Signature                                Director/Secretary Signature

____________________________________              ______________________________
Print Name                                        Print Name

EXECUTED by [TABCORP ISSUER] in accordance
with the Corporations Act:

____________________________________              ______________________________
Director Signature                                Director/Secretary Signature

____________________________________              ______________________________
Print Name                                        Print Name

                                                                         Page 10
<PAGE>

                               ANNEXURE E (PART 1)

                                JUPITERS LIMITED

                              CENTREBET PTY LIMITED

                                   [LICENSEE]

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

                         CENTAUR SOFTWARE ASSIGNMENT AND
                                LICENCE AGREEMENT

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

                            CORRS CHAMBERS WESTGARTH
                                     Lawyers
                                Waterfront Place
                                 1 Eagle Street
                                BRISBANE QLD 4000
                                    AUSTRALIA
                               Tel: (07) 3228 9333
                               Fax: (07) 3228 9444
                                DX: 135 BRISBANE

                                  Ref: ECS/PSN
                                JUPI3631-7654562
                                   B/633510/3

<PAGE>

THIS AGREEMENT is made on                                                   2003

BETWEEN           JUPITERS LIMITED ABN 78 010 741 045 of Level 9, 17 Victoria
                  Avenue, Broadbeach, Queensland, Australia ("JUPITERS")

AND               CENTREBET PTY LIMITED ABN 78 082 760 610 of Level 1 Yeperenye
                  Centre, 36 Hartley Street, Alice Springs, Northern Territory,
                  Australia ("CENTREBET")

AND               [PURCHASER] ABN [ABN] of [insert] ("LICENSEE")

RECITALS

A        The Centaur Software has been developed by or on behalf of Jupiters.

B        The Centaur Software is used in the Business.

C        Some components of the Centaur Software are also components of other
         information systems, which are used by Jupiters and its Related
         Corporations and customers other than in the Business.

D        As part of the sale of the Business, the Licensee will be assigned or
         licensed to use the components of the Centaur Software.

E        Centrebet has agreed to assign the Assigned Centaur Software and
         Jupiters has agreed to licence the Licensed Centaur Software to the
         Licensee on the terms of this Agreement.

IT IS AGREED

1        INTERPRETATION

1.1      DEFINITIONS

         In this document:

         "ASSIGNED CENTAUR SOFTWARE" means the Centaur Software components set
         out in SCHEDULE 1.

         "ASSIGNED CENTAUR SOFTWARE PURCHASE PRICE" means AUD[INSERT].

         "BUSINESS" means a business conducted by the Licensee involving the
         provision of sports betting and/or gaming services (including, for the
         removal of doubt, betting on any event, series of events or
         contingency) via means of telephone (whether fixed line or mobile), the
         Internet or any other electronic means and where such services are
         ordinarily accessible by customers from their place of residence.

         "BUSINESS DAY" means a day which is not a Saturday, Sunday or bank or
         public holiday in Sydney.

         "CENTAUR SOFTWARE" means the Assigned Centaur Software and the Licensed
         Centaur Software.

         "COMPLETION" has the meaning given in the Sale and Purchase of Business
         Agreement.

         "CORPORATIONS ACT" means the Corporations Act 2001 (Cth).

<PAGE>
                                       2

         "DOCUMENTATION" means the documentation in relation to the Centaur
         Software set out in SCHEDULE 3.

         "ENCUMBRANCE" means any mortgage or charge (whether fixed or floating).

         "GST" has the meaning given to that expression in the GST Act.

         "GST ACT" means the A New Tax System (Goods and Services Tax) Act 1999
         (Cth), as amended and any related imposition Act.

         "LICENCE" means the licence granted to the Licensee under clause 5.

         "LICENSED CENTAUR SOFTWARE" means the Centaur Software components set
         out in SCHEDULE 2.

         "LOSS" means any and all losses (including direct, indirect, loss of
         profit and loss of expected profit), claims, demands, actions,
         liabilities, damages, costs, expenses, diminutions in value or
         deficiencies of any kind or character including all interest and other
         amounts payable to third parties, all liabilities on account of taxes
         and all legal (on a full indemnity basis) and other expenses reasonably
         incurred in connection with investigating or defending any claims or
         actions, whether or not resulting in any liability and all amounts paid
         in settlement of claims or actions.

         "OBJECT CODE," in relation to:

         (a)      computer software other than database systems, means the form
                  of that software that is the preferred form for execution by a
                  computer. However, "Object Code" does not include anything
                  that is normally distributed with the operating system
                  platform on which the software runs, nor any third party
                  software libraries which the software uses; and

         (b)      database systems, has the definition referred to in paragraph
                  (a) in so far as that definition is applicable to database
                  systems, and includes database schemata and the executable
                  form of stored procedures, but excludes the content of any
                  database, and also excludes any third party database
                  management system on which the database operates.

         "RELATED CORPORATION," in relation to a body corporate, means any body
         corporate which is, under section 50 of the Corporations Act 2001
         (Cth), related to the first body.

         "SALE AND PURCHASE OF BUSINESS AGREEMENT" means the document entered
         into between Jupiters, Centrebet, the Licensee and the Guarantor
         entitled "Sale and Purchase of Business Agreement".

         "SOURCE CODE," in relation to:

         (a)      computer software other than database systems, means the form
                  of that software that is the preferred form for comprehending,
                  correcting, modifying and developing it, and includes (where
                  applicable) all the source code for all modules it contains,
                  any associated interface definition ("header") files, and the
                  scripts used to control its compilation and installation.
                  However, "Source Code" does not include anything that is
                  normally distributed with the operating system platform on
                  which the software runs, any of the tools necessary to develop
                  or compile the

<PAGE>
                                       3

                  software, or any third party static or dynamic software
                  libraries which the software uses; and

         (b)      database systems, has the definition referred to in paragraph
                  (a) in so far as that definition is applicable to database
                  systems, and includes database schemata and the source code of
                  stored procedures, but excludes the content of any database,
                  and also excludes any third party database management system
                  on which the database operates.

         "TRANSITIONAL SERVICES AGREEMENT" has the meaning given in the Sale and
         Purchase of Business Agreement.

1.2      CONSTRUCTION

         Unless expressed to the contrary, in this document:

         (a)      words in the singular include the plural and vice versa;

         (b)      any gender includes the other genders;

         (c)      if a word or phrase is defined its other grammatical forms
                  have corresponding meanings;

         (d)      the meaning of general words is not limited by specific
                  examples introduced by "including", "includes" or "for
                  example", or similar expressions;

         (e)      no rule of construction will apply to a clause to the
                  disadvantage of a party merely because that party put forward
                  the clause or would otherwise benefit from it;

         (f)      a reference to:

                  (i)      a person includes a partnership, joint venture,
                           unincorporated association, corporation and a
                           government or statutory body or authority;

                  (ii)     a person includes the person's legal personal
                           representatives, successors, assigns and persons
                           substituted by novation;

                  (iii)    any legislation includes subordinate legislation
                           under it and includes that legislation and
                           subordinate legislation as modified or replaced;

                  (iv)     an obligation includes a warranty or representation
                           and a reference to a failure to comply with an
                           obligation includes a breach of warranty or
                           representation;

                  (v)      a right includes a benefit, remedy, discretion or
                           power;

                  (vi)     time is to local time in Brisbane;

                  (vii)    "$" or "dollars" is a reference to Australian
                           currency;

                  (viii)   this or any other document includes the document as
                           novated, varied or replaced and despite any change in
                           the identity of the parties;

<PAGE>
                                       4

                  (ix)     writing includes any mode of representing or
                           reproducing words in tangible and permanently visible
                           form, and includes fax transmissions;

                  (x)      this document includes all schedules and annexures to
                           it; and

                  (xi)     a clause, schedule or annexure is a reference to a
                           clause, schedule or annexure, as the case may be, of
                           this document; and

         (g)      where time is to be calculated by reference to a day or event,
                  that day or the day of that event is excluded.

1.3      HEADINGS

         Headings do not affect the interpretation of this document.

2        COMMENCEMENT

         This document commences on Completion.

3        EFFECT OF FAILURE TO COMPLETE

         If any party to the Sale and Purchase of Business Agreement terminates
         the Sale and Purchase of Business Agreement before Completion or
         Completion does not occur for any reason whatsoever, then:

         (a)      this Agreement does not commence under Clause 2 and has no
                  effect whatsoever;

         (b)      neither Jupiters nor Centrebet will have any obligation to
                  provide any services under this Agreement; and

         (c)      the Licensee must immediately return to Jupiters any software
                  or documents which were provided by Jupiters or Centrebet, but
                  which are in the Licensee's possession, power or control.

4        ASSIGNED CENTAUR SOFTWARE

         In consideration of:

         (a)      the Licensee entering into the Sale and Purchase of Business
                  Agreement; and

         (b)      payment of the Assigned Centaur Software Purchase Price,

         on Completion Centrebet assigns to the Licensee, and the Licensee
         accepts the assignment of, all of Centrebet's right, title and interest
         in the copyright in the Assigned Centaur Software, free from any
         Encumbrance.

5        LICENSED CENTAUR SOFTWARE AND DOCUMENTATION

         On Completion, Jupiters grants to the Licensee and the Licensee accepts
         a non-exclusive, royalty-free, licence (without rights to sub-licence)
         to:

         (a)      use, execute, compile, reproduce, modify, transmit and
                  communicate the Licensed Centaur Software; and

         (b)      use and reproduce the Documentation,

<PAGE>
                                       5

         provided that the Licensed Centaur Software and Documentation is only
         used together with the Assigned Centaur Software for the purposes of
         the Business, on the terms and conditions of this Agreement.

6        DELIVERY AND PAYMENT

         (a)      On Completion, the Purchaser shall pay to Centrebet (or as
                  Centrebet's solicitors direct in writing) the Assigned Centaur
                  Software Purchase Price.

         (b)      On Completion, or as soon as practicable thereafter, Jupiters
                  shall deliver to the Licensee:

                  (i)      a copy of the Source Code of the Centaur Software;

                  (ii)     a copy of the Object Code of the Centaur Software;
                           and

                  (iii)    a copy of the Documentation,

                  in digital form on CD-ROM.

7        TERMINATION

         Jupiters may terminate the Licence immediately by notice to the
         Licensee if:

         (a)      the Licensee breaches any material obligation to be observed
                  or performed by it under this Agreement, which breach is
                  capable of remedy, and that breach continues for a period of
                  at least 20 Business Days (or such longer time as may be
                  nominated in the notice) after written notice of the breach is
                  given by Jupiters to the Licensee;

         (b)      the Licensee breaches any material obligation to be observed
                  or performed by it under this Agreement, which breach is
                  incapable of remedy;

         (c)      the Licensee assigns or purports to assign its interest under
                  this Agreement or does anything which has a similar effect, in
                  breach of clause 12.10 of this Agreement and fails to rectify
                  the breach for a period of at least 20 Business Days (or such
                  longer time as may be nominated in the notice) after written
                  notice of the breach is given by Jupiters to the Licensee;

         (d)      the Licensee sells or disposes of all, or substantially all,
                  of the Business without assigning its rights under this
                  Agreement to the purchaser of the Business;

         (e)      the Licensee:

                  (i)      stops or suspends or threatens to stop or suspend
                           payment of all or a class of its debts;

                  (ii)     is insolvent within the meaning of section 95A of the
                           Corporations Act;

                  (iii)    must be presumed by a court to be insolvent by reason
                           of section 459C(2) of the Corporations Act;

                  (iv)     fails to comply with a statutory demand (within the
                           meaning of section 459F(1) of the Corporations Act);

<PAGE>
                                       6

                  (v)      has an administrator appointed over all or any of its
                           assets or undertaking or any step preliminary to the
                           appointment of an administrator is taken;

                  (vi)     has a controller within the meaning of section 9 of
                           the Corporations Act or similar officer appointed to
                           all or any of its assets or undertaking;

                  (vii)    has an application or order made, proceedings
                           commenced, a resolution passed or proposed in a
                           notice of meeting, an application to a court made or
                           other steps taken against or in respect of it for its
                           winding up, deregistration or dissolution or for it
                           to enter an arrangement, compromise or composition
                           with or assignment for the benefit of its creditors,
                           a class of them or any of them; or

                  (viii)   enters into any formal arrangement with its creditors
                           generally.

8        WARRANTIES AND LIABILITY

8.1      INDEMNITY

         The Licensee at all times indemnifies and holds harmless Jupiters and
         Centrebet (jointly and severally) from and against all actions, claims,
         charges, costs, expenses, losses, damages and other liability arising
         out of or otherwise in connection with any and all:

         (a)      wilful, unlawful or negligent acts or omissions of or on
                  behalf of the Licensee;

         (b)      breaches or alleged breaches of any third party's rights in
                  connection with the use or modification by the Licensee of the
                  Licensed Centaur Software:

                  (i)      in any combination or form with software or hardware
                           not approved by Jupiters under this Agreement; or

                  (ii)     in any way not authorised by Jupiters under this
                           Agreement;

         (c)      claims or action brought against Jupiters and Centrebet
                  (jointly or severally) in connection with the use or
                  modification by the Licensee of the Licensed Centaur Software:

                  (i)      in any combination or form with software or hardware
                           not approved by Jupiters under this Agreement; or

                  (ii)     in any way not authorised by Jupiters under this
                           Agreement;

         (d)      personal injury and loss or damage to property caused or
                  contributed to or by an act or omission of or on behalf of the
                  Licensee in connection with this Agreement; and

         (e)      actions, claims, charges, costs, expenses, losses, damages and
                  other liability arising out of or in connection with any
                  breach or non-observance by the Licensee of this Agreement.

8.2      LIMITATION OF LIABILITY

         Subject to clause 8.3(c) and to the maximum extent possible, neither
         Jupiters nor Centrebet is liable to the Licensee for any Loss incurred
         by the Licensee which results directly or

<PAGE>
                                       7

         indirectly as a result of, or in connection with, this Agreement,
         however caused, including by any negligent act or omission by Jupiters
         and/or Centrebet, their officers, employees, agents or contractors.

8.3      WARRANTIES

         (a)      The Licensee warrants to Jupiters and Centrebet (jointly and
                  severally) that its use or modification of the Licensed
                  Centaur Software:

                  (i)      in any combination or form with software or hardware
                           not approved by Jupiters under this Agreement; or

                  (ii)     in any way not authorised by Jupiters under this
                           Agreement,

                  will not infringe any rights of any third party, including
                  contractual, intellectual property or moral rights.

         (b)      Subject to paragraph (c), and to the maximum extent possible,
                  all conditions, warranties and terms not expressly contained
                  in this document, whether implied by operation of law,
                  inference from circumstances, industry practice or otherwise,
                  are excluded. The Licensee acknowledges that the Centaur
                  Software is licensed and assigned "as is."

         (c)      If any term, warranty or condition is implied by law into this
                  Agreement which by law cannot be excluded, but may be limited,
                  the liability of Jupiters and Centrebet (jointly or severally)
                  for any breach of any such term, condition or warranty
                  (including, without limitation, to any person claiming through
                  the Licensee) is limited, at the option of Jupiters or
                  Centrebet (as the case may be), to:

                  (i)      in the case of goods,

                           (A)      the replacement of the goods or the supply
                                    of equivalent goods;

                           (B)      the repair of the goods;

                           (C)      the payment of the cost of replacing the
                                    goods or acquiring equivalent goods; or

                           (D)      the payment of the cost of having the goods
                                    repaired; or

                  (ii)     in the case of services,

                           (A)      the supply of the goods again; or

                           (B)      the payment of the cost of having the
                                    services supplied again.

8.4      EFFECT ON LICENSEE'S RIGHTS

         Where any third party claim is brought against Jupiters, Centrebet or
         the Licensee (jointly or severally) for infringement of any third
         party's rights in connection with the Licensed Centaur Software or the
         Documentation, and that claim is settled by Jupiters, Centrebet or the
         Licensee (as the case may be) in any manner or a final injunction is
         awarded to the third party which prejudices the Licensee's right to use
         the Licensed Centaur Software or

<PAGE>
                                       8

         the Documentation as permitted by this Agreement, Jupiters and/or
         Centrebet (as the case may be) will, at its or their expense and at its
         or their option:

         (a)      replace the Licensed Centaur Software or Documentation or part
                  of the Licensed Centaur Software or Documentation with
                  reasonably equivalent software or documentation, which does
                  not infringe the third party's rights, in which case the
                  Licence and this Agreement will apply to that replacement
                  software or documentation (or part) to the exclusion of the
                  Licensed Centaur Software or Documentation (or part) which it
                  replaces; or

         (b)      procure for the Licensee from the third party the right to use
                  all or that part of the Licensed Centaur Software or
                  Documentation which has infringed the third party's rights, on
                  no less favourable terms than the Licensee is entitled to use
                  the Licensed Centaur Software or Documentation under this
                  Agreement;

         (c)      modify the Licensed Centaur Software or Documentation in such
                  a way that there is no longer an infringement of the third
                  party's rights, in which case the Licence and this Agreement
                  will apply to that modified Licensed Centaur Software or
                  Documentation to the exclusion of the Licensed Centaur
                  Software or Documentation that may exist without that
                  modification;

         (d)      assign to the Licensee, by notice to the Licensee, all of its
                  rights in those parts of the Licensed Centaur Software or the
                  Documentation that infringe the third party's rights, without
                  the need for any further act by the Licensee, and upon such
                  assignment the Licence will automatically terminate only in
                  relation to those parts of the Licensed Centaur Software or
                  the Documentation that infringe the third party's rights and
                  the Licensee will be solely liable for any Loss incurred by
                  the Licensee, or any other person, which results directly or
                  indirectly from the Licensee's utilisation of those parts of
                  the Licensed Centaur Software or the Documentation assigned
                  under this paragraph (d); or

         (e)      assign to the Licensee, by notice to the Licensee, all of its
                  rights in the Licensed Centaur Software or the Documentation,
                  without the need for any further act by the Licensee, and upon
                  such assignment the Licence will automatically terminate and
                  the Licensee will be solely liable for any Loss incurred by
                  the Licensee, or any other person, which results directly or
                  indirectly from the Licensee's utilisation of the Licensed
                  Centaur Software or the Documentation as assigned under this
                  paragraph (e).

9        LICENSEE'S ASSUMPTION OF RISK

         The Licensee agrees and acknowledges that it:

         (a)      exercises its rights under this document at its own risk; and

         (b)      assumes all risk for all Loss incurred by the Licensee, or any
                  other person, which results directly or indirectly from the
                  Licensee's utilisation of the Centaur Software and Licence.

<PAGE>
                                       9

10       NO SOFTWARE SUPPORT

         The Licensee agrees and acknowledges that, except as expressly provided
         in the Transitional Services Agreement, neither Jupiters nor Centrebet
         is under any obligation to provide the Licensee with any:

         (a)      installation, maintenance, repair, support or consultancy
                  services in respect of the Centaur Software; or

         (b)      updates, new releases, improvements or modifications of the
                  Centaur Software.

11       CONFIDENTIALITY

         In addition to any other obligation of confidentiality between the
         parties, the Licensee must keep the Source Code and Object Code of the
         Licensed Centaur Software and the Documentation confidential and not
         disclose any of that information to any other person, except:

         (a)      if required by law;

         (b)      to officers, employees, agents, contractors and advisers of
                  the Licensee and its wholly owned Related Corporations, to the
                  extent that they need to know the information for purposes
                  related to this Agreement and on condition that they agree to
                  be bound by the terms of this clause;

         (c)      with the prior written consent of Jupiters;

         (d)      if the information is in the public domain at the date of this
                  document, or comes into the public domain after the date of
                  this document other than as a result of a breach of this
                  Agreement or other breach of confidence;

         (e)      if the information is already known or in the possession of
                  the Licensee without restrictions relating to disclosure
                  before the date of receipt; or

         (f)      if the information is obtained from a source other than
                  Jupiters or Centrebet, provided that the source was not
                  subject to any prohibition against disclosure.

12       MISCELLANEOUS

12.1     STAMP DUTY

         (a)      The Licensee shall, as between the parties, be liable for and
                  duly pay all stamp duty (including any fine or penalty but
                  excluding any financial institutions duty) on or relating to
                  this document and any document executed under it.

         (b)      If a party other than the Licensee pays any stamp duty
                  (including any fine or penalty but excluding any financial
                  institutions duty) on or relating to this document or any
                  document executed under it, the Licensee shall pay that amount
                  to that party upon demand.

<PAGE>
                                       10

12.2     LEGAL COSTS

         Unless otherwise stated, each party shall bear its own legal and other
         costs and expenses relating directly or indirectly to the preparation
         of, and performance of its obligations under, this document.

12.3     AMENDMENT

         This document may only be varied or replaced by a document in writing
         duly executed by the parties.

12.4     WAIVER AND EXERCISE OF RIGHTS

         (a)      A single or partial exercise or waiver of a right relating to
                  this document will not prevent any other exercise of that
                  right or the exercise of any other right.

         (b)      A party will not be liable for any Loss of any other party
                  caused or contributed to by the waiver, exercise, attempted
                  exercise, failure to exercise or delay in the exercise of a
                  right.

12.5     RIGHTS CUMULATIVE

         Subject to any express provision in this document to the contrary, the
         rights of a party under this document are cumulative and are in
         addition to any other rights of that party.

12.6     APPROVALS AND CONSENT

         Subject to any express provision in this document to the contrary, a
         party may conditionally or unconditionally give or withhold any consent
         to be given under this document and is not obliged to give its reasons
         for doing so.

12.7     FURTHER ASSURANCE

         Each party shall promptly execute all documents and do all things that
         any other party from time to time reasonably requires of it to effect,
         perfect or complete the provisions of this document and any transaction
         contemplated by it.

12.8     GOVERNING LAW

         This document is governed by and is to be construed in accordance with
         the laws applicable in Queensland, Australia.

12.9     JURISDICTION

         Each party:

         (a)      irrevocably and unconditionally submits to the non-exclusive
                  jurisdiction of the courts of Queensland, Australia and any
                  courts which have jurisdiction to hear appeals from any of
                  those courts; and

         (b)      waives any right to object to any proceedings being brought in
                  those courts for any reason.

<PAGE>
                                       11

12.10    ASSIGNMENT

         (a)      Subject to paragraphs (b) and (c), no party may assign, novate
                  or deal with any of its rights and obligations under this
                  Agreement without the prior written consent of all other
                  parties.

         (b)      Centrebet may assign all of its title and interest in this
                  Agreement and its rights under this Agreement to Jupiters by
                  written notice to the Licensee.

         (c)      The Licensee may, upon written notice to Jupiters and
                  Centrebet, transfer or assign all of its rights and
                  obligations under this Agreement to a third party if the third
                  party:

                  (i)      is the purchaser of all, or substantially all, of the
                           Business; and

                  (ii)     enters into a deed of accession reasonably
                           satisfactory to Jupiters and Centrebet pursuant to
                           which the third party undertakes to be bound by and
                           to perform all of the obligations of the Licensee
                           under this Agreement.

12.11    COUNTERPARTS

         This document may consist of a number of counterparts and if so the
         counterparts taken together constitute one and the same instrument.

12.12    JOINT AND SEVERAL LIABILITY

         An obligation of two or more persons binds them jointly and severally.

12.13    EFFECT OF EXECUTION

         This document is not binding on any party unless it or a counterpart
         has been duly executed by, or on behalf of, each person named as a
         party to the document.

12.14    ENTIRE AGREEMENT

         The Licensee acknowledges to Jupiters and Centrebet that (except for
         the specific warranties made by them in this document and the Sale and
         Purchase of Business Agreement):

         (a)      it has entered into this document relying entirely upon its
                  own independent appraisal and assessment of the Centaur
                  Software;

         (b)      it does not rely on any inference that may be drawn from any
                  record or statement as to the affairs of Jupiters and/or
                  Centrebet;

         (c)      it does not rely on any account, letter, document,
                  correspondence or arrangements whether oral or in writing as
                  adding to or amending the terms and arrangements set out in
                  this document and that the conditions and stipulations in this
                  document constitute the only agreement between the parties;

         (d)      it does not rely upon any warranty, statement or
                  representation made or given by or on behalf of Jupiters
                  and/or Centrebet;

<PAGE>
                                       12

         (e)      it is fully aware of the contents of this document and the
                  documents referred to in this document; and

         (f)      to the fullest extent possible waives any possible cause of
                  action or rights it may have under or in respect of Part V of
                  the Trade Practices Act 1974 or any other legislation which is
                  to any extent similar to such Part V or any portion of such
                  legislation touching or concerning anything the subject or
                  incidental to this document and releases and indemnifies to
                  the fullest extent possible Jupiters and Centrebet (jointly
                  and severally) and all persons or entities associated with
                  Jupiters and/or Centrebet from and against (as the case may
                  be) any claim or liability (if any) arising out of or
                  incidental to any such cause of action or right or any like
                  cause of action or right of any other person or entity
                  whatsoever.

13       NOTICES

13.1     GENERAL

         A notice, demand, certification or other communication under this
         document:

         (a)      shall be given in writing and in the English language; and

         (b)      may be given by an agent of the sender.

13.2     METHOD OF SERVICE

         In addition to any means authorised by law a communication may be given
         by:

         (a)      being delivered personally;

         (b)      being left at the party's current address for service;

         (c)      being sent to the party's current address for service by
                  pre-paid ordinary mail or if the address is outside Australia,
                  by pre-paid air mail; or

         (d)      facsimile to the party's current facsimile number.

13.3     ADDRESS FOR SERVICE

         (a)      The addresses and facsimile numbers are initially:

                  (i)      in the case of the Licensee:
                           [INSERT]
                           Tel: [INSERT]
                           Fax: [INSERT]
                           Attention: [INSERT]

<PAGE>
                                       13

                  (ii)     in the case of Jupiters and Centrebet:

                           JUPITERS LIMITED
                           Level 9, Niecon Tower
                           17 Victoria Avenue
                           Broadbeach Queensland 4218
                           Attention: The Company Secretary
                           Fax No: (07) 5570 2194

                           CENTREBET PTY LTD
                           Level 9, Niecon Tower
                           17 Victoria Avenue
                           Broadbeach Queensland 4218
                           Attention: The Company Secretary
                           Fax No: (07) 5570 2194

         (b)      A party may from time to time change its address or numbers
                  for service by notice to the other party.

13.4     SERVICE BY POST

         A communication given by post is to be taken to be received:

         (a)      if posted within Australia to an Australian address on the
                  third Business Day after posting; and

         (b)      in any other case, on the seventh Business Day after posting.

13.5     SERVICE BY FACSIMILE

         A communication given by facsimile is deemed received when the sender's
         facsimile machine produces a transmission report stating that the
         facsimile was sent to the addressee's facsimile number.

13.6     FORM RECEIVED

         A communication given by facsimile is to be taken to be given in the
         form transmitted unless the message is not fully received in legible
         form and the addressee immediately notifies the sender of that fact.

13.7     PROCESS SERVICE

         Any process or other document relating to litigation, administrative or
         arbitral proceedings in relation to this document may be served by any
         method contemplated by this clause in addition to any means authorised
         by law.

13.8     SERVICE AFTER HOURS

         If a communication to a party is received by it:

         (a)      after 5.00 pm in the place of receipt; or

         (b)      on a day which is not a Business Day,

<PAGE>
                                       14

         it is to be taken to have been received at the commencement of the next
         Business Day.

13.9     PAYMENTS

         Where a party is required under this document to make a payment to
         another party, the party shall make the payment in cleared funds drawn
         on a bank located in Australia either by:

         (a)      unendorsed bank cheque; or

         (b)      electronic funds transfer,

         in accordance with the directions of the solicitors for the party
         entitled to receive the payment.

13.10    GOING CONCERN

         (a)      Centrebet and the Purchaser hereby agree in writing that the
                  supply of the Assigned Centaur Software is a supply of a going
                  concern for the purposes of section 38-325 of the GST Act, and
                  Centrebet and the Purchaser intend that the supply shall be
                  GST free under that section.

         (b)      The Purchaser warrants that it is registered or is required to
                  be registered under the GST Act.

         (c)      The Purchaser acknowledges that the Assigned Centaur Software
                  Purchase Price has been agreed upon the basis that the supply
                  of the Assigned Centaur Software and the supply of the assets
                  assigned under the Sale and Purchase of Business Agreement is
                  a supply of a going concern, and the Purchaser hereby agrees
                  if that assumption is inaccurate or the Commissioner of
                  Taxation forms a different view, to pay to Centrebet the
                  amount of any GST imposed on the supply, together with any
                  general interest charge which is imposed under the Tax
                  Administration Act 1953 in relation to the late payment of the
                  GST.

<PAGE>
                                       15

                                   SCHEDULE 1

                            ASSIGNED CENTAUR SOFTWARE
<TABLE>
<CAPTION>
         MODULE                ORIGIN           VERSION
         ------                ------           -------
<S>                           <C>             <C>
Components
ARM                           CENTAUR              2.4.0.0
BAR                           CENTAUR              2.4.0.0
BOK                           CENTAUR              2.4.0.0
BRA                           CENTAUR              2.4.0.0
DAG                           CENTAUR              2.4.0.0
FIX                           CENTAUR              2.4.0.0
HRB                           CENTAUR              2.4.0.0
NTW                           CENTAUR              2.0.0.1
Sports Betting                CENTAUR              2.4.0.0
NTDIB Service
PSP                           CENTAUR               2.3.03
SDI                           CENTAUR              2.4.0.0

ynamic Linked Libraries
Bugslayer.dll                 CENTREBET            1.0.0.1
Rim.dll                       CENTREBET            2.4.0.0
Cryptoki.dll                  CENTREBET                 NA
Sbpopb.dll                    CENTREBET            2.4.0.0
Dbghelp.dll                   CENTREBET         5.0.2195.1

Web
PHP API                       CENTAUR              2.3.0.0
GENERAL API                   CENTAUR              2.3.0.0
SEO Site                      CENTAUR              2.3.0.0
Admin Site                    CENTAUR              2.3.0.0
Main Site                     CENTAUR              2.3.0.0
</TABLE>

<PAGE>
                                       16

                                   SCHEDULE 2

                            LICENSED CENTAUR SOFTWARE

<TABLE>
<CAPTION>
        MODULE              ORIGIN         VERSION
        ------              ------         -------
<S>                        <C>           <C>
Components
CDC                        COUGAR          3.2.0.56
CDI                        COUGAR          2.5.1.39
CEL                        COUGAR          2.5.1.10
CSS                        COUGAR          2.5.0.13
ISD                        COUGAR          2.0.2.34
MOP                        COUGAR          3.0.0.26
POM                        COUGAR          3.2.0.50
RIP                        COUGAR          3.1.0.32
VIC                        COUGAR          2.0.2.25
WAB                        COUGAR          3.2.0.55
LSM                        PATRON           1.0.1.9
MOI                        PATRON          1.0.1.10
PAG                        PATRON           1.0.1.6
PDI                        PATRON           1.0.1.8
PPC                        PATRON           1.0.1.9
PSDI                       PATRON           1.0.1.9
ADI                        NUMBERS          1.0.1.9
BDI                        NUMBERS          1.0.1.9
BET                        NUMBERS          1.0.1.9
DRW                        NUMBERS          1.0.1.9
NAG                        NUMBERS         1.0.1.10
NDI                        NUMBERS          1.0.1.9
REB                        NUMBERS         1.0.1.10
VAL                        NUMBERS          1.0.1.9
XIC                        NUMBERS          1.0.1.9
Numbers Game               NUMBERS          1.0.0.7
NTDIB Service
Numbers Game               NUMBERS          1.0.0.7
NTW

Other Executables
SAS.exe                    COUGAR          3.2.0.71
System Agent Client        COUGAR          2.0.2.32
RPCClient.exe              COUGAR           1.0.0.2
MkfilestoreName.exe        COUGAR           1.0.0.1
Cougar Component           COUGAR                NA
Wizard
Sqlscript                  COUGAR           1.0.1.0
MessageFlow                COUGAR           1.0.0.1
DBCodeGenerator            COUGAR           1.0.0.1
CougarISQL                 COUGAR        7.0.2.8046
PMV                        COUGAR          1.1.1.20

ELM                        COUGAR          3.2.0.14
JTProt2Filter              COUGAR           1.0.0.1
RND software               COUGAR                NA
BuildVer                   COUGAR          2.1.0.20
Numbers Random             NUMBERS         1.0.0.38
Bet Generator

Dynamic Linked Libraries
Cmr.dll                    COUGAR          2.5.0.32
Csspopb.dll                COUGAR          3.2.0.33
JtMailer.dll               COUGAR           3.0.0.7
Jupcrypt.dll               COUGAR                NA
Popb.dll                   COUGAR          3.2.0.40
Nbpopb.dll                 NUMBERS         2.2.0.10

Drivers
HostPaw.sys                COUGAR          2.0.2.13

Development Libraries
Common.lib                 CENTREBET             NA
Sbperfmon.lib              CENTREBET             NA
CentaurCtr.lib             CENTREBET             NA
SBDB.lib                   CENTREBET             NA
CSSDatabase.lib            COUGAR                NA
DatabaseAccess.lib         COUGAR                NA
Datastore.lib              COUGAR                NA
JTAppbase.lib              COUGAR                NA
JTCommon.lib               COUGAR                NA
JTProtParser.lib           COUGAR                NA
JTMailer.lib               COUGAR                NA
ODS.lib                    COUGAR                NA
Perfmon.lib                COUGAR                NA
PomClient.dll              COUGAR                NA
Popb.lib                   COUGAR                NA

Client App
share1.pbl                 COUGAR                NA
sharereports.pbl           COUGAR                NA
wildcatfilestore.pbl       COUGAR                NA
wildcatutil.pbl            COUGAR                NA

Web
WIFE                       CYBERKENO        2.3.0.0
Numbers Flash              NUMBERS           1.0.00
Applet
</TABLE>

<PAGE>
                                       17

                                   SCHEDULE 3

                                  DOCUMENTATION

The current version of the user and technical documentation relating to the
Centaur Software.

<PAGE>
                                       18

EXECUTED as an agreement.

EXECUTED by JUPITERS LIMITED            )
                                        )

________________________________________          ______________________________
Company Secretary/Director                        Director

________________________________________          ______________________________
Name of Company Secretary/Director (print)        Name of Director (print)

EXECUTED by CENTREBET PTY LTD           )
by its duly appointed officer in        )
the presence of:                        )

________________________________________          ______________________________
Witness                                           Officer

________________________________________          ______________________________
Name of Witness (print)                           Name of Officer (print)

EXECUTED by [LICENSEE] by its duly      )
appointed officer in the presence of:   )
                                        )

________________________________________          ______________________________
Witness                                           Officer

________________________________________          ______________________________
Name of Witness (print)                           Name of Officer (print)

<PAGE>

                               ANNEXURE E (PART 2)

                                JUPITERS LIMITED

                              CENTREBET PTY LIMITED

                                   [PURCHASER]

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

                         TRANSITIONAL SERVICES AGREEMENT

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

                            CORRS CHAMBERS WESTGARTH
                                     Lawyers
                                Waterfront Place
                                 1 Eagle Street
                                BRISBANE QLD 4000
                                    AUSTRALIA
                               Tel: (07) 3228 9333
                               Fax: (07) 3228 9444
                                DX: 135 BRISBANE

                                  Ref: ECS/PSN
                                JUPI3631-7654562
                                   B/634840/4

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                                    <C>
1          INTERPRETATION...........................................................................................    1
           1.1       Definitions....................................................................................    1
           1.2       Construction...................................................................................    3
           1.3       Headings.......................................................................................    4

2          COMMENCEMENT AND TERM....................................................................................    4

3          EFFECT OF FAILURE TO COMPLETE............................................................................    4

4          PEOPLESOFT SOFTWARE......................................................................................    4

5          DATA WAREHOUSE...........................................................................................    5
           5.1       Assignment or novation.........................................................................    5
           5.2       Data Warehouse Services........................................................................    5
           5.3       Ownership of Purchaser's Data..................................................................    5
           5.4       Confidentiality of Purchaser's Data............................................................    5
           5.5       Compliance with Privacy Law....................................................................    6
           5.6       Purchaser's Facilities.........................................................................    6
           5.7       No Warranty....................................................................................    6

6          TRANSITION OF DATA WAREHOUSE SYSTEM......................................................................    7

7          DESKTOP, MESSAGING AND OPERATING SYSTEMS SOFTWARE........................................................    7
           7.1       No assignment or novation......................................................................    7
           7.2       No Additional Desktop Support, Network Management or Backup Services...........................    7

8          FIREWALL AND SECURITY INFRASTRUCTURE AND SERVICES........................................................    8
           8.1       No assignment or novation......................................................................    8
           8.2       Firewall and Security Services.................................................................    8
           8.3       No Warranty....................................................................................    8

9          NETWORK AND DATA CENTRE SERVICES AND INFRASTRUCTURE......................................................    8
           9.1       No assignment..................................................................................    8
           9.2       Network and Data Centre Services...............................................................    8
           9.3       No Warranty....................................................................................    9

10         SUPPORT AND DEVELOPMENT..................................................................................    9
           10.1      Reasonable assistance..........................................................................    9
           10.2      Support and Development Services...............................................................    9
           10.3      No Warranty....................................................................................    9

11         CHARGES..................................................................................................   10

12         CESSATION OF SERVICES....................................................................................   10

13         TERMINATION..............................................................................................   10

14         CONFIDENTIALITY..........................................................................................   12

15         WARRANTIES AND LIABILITY.................................................................................   12
           15.1      Indemnity......................................................................................   12
</TABLE>

<PAGE>

                                      (ii)

<TABLE>
<S>                                                                                                                    <C>
           15.2      Limitation of Liability........................................................................   13
           15.3      Warranties.....................................................................................   13

16         PURCHASER'S ASSUMPTION OF RISK...........................................................................   14

17         MISCELLANEOUS............................................................................................   14
           17.1      Stamp duty.....................................................................................   14
           17.2      Legal costs....................................................................................   15
           17.3      Amendment......................................................................................   15
           17.4      Waiver and exercise of rights..................................................................   15
           17.5      Rights cumulative..............................................................................   15
           17.6      Approvals and consent..........................................................................   15
           17.7      Further assurance..............................................................................   15
           17.8      Governing law..................................................................................   15
           17.9      Jurisdiction...................................................................................   15
           17.10     Assignment.....................................................................................   16
           17.11     Counterparts...................................................................................   16
           17.12     Joint and several liability....................................................................   16
           17.13     Effect of execution............................................................................   16
           17.14     Entire agreement...............................................................................   16

18         NOTICES..................................................................................................   17
           18.1      General........................................................................................   17
           18.2      Method of service..............................................................................   17
           18.3      Address for service............................................................................   17
           18.4      Service by post................................................................................   18
           18.5      Service by facsimile...........................................................................   18
           18.6      Form received..................................................................................   18
           18.7      Process service................................................................................   18
           18.8      Service after hours............................................................................   18
</TABLE>

<PAGE>

THIS AGREEMENT is made on                                                   2003

BETWEEN           JUPITERS LIMITED ABN 78 010 741 045 of Level 9, 17 Victoria
                  Avenue, Broadbeach, Queensland, Australia] ("JUPITERS")

AND               CENTREBET PTY LIMITED ABN 78 082 760 610 of Level 1 Yeperenye
                  Centre, 36 Hartley Street, Alice Springs, Northern Territory,
                  Australia] ("CENTREBET")

AND               [PURCHASER] ABN [ABN] of [insert] ("PURCHASER")

RECITALS

A        The Purchaser has entered into the Sale and Purchase of Business
         Agreement with the Vendors.

B        For the purpose of transitioning the Business to the Purchaser, the
         Vendors have agreed to provide certain transitional services to the
         Purchaser on the terms of this Agreement.

IT IS AGREED

1        INTERPRETATION

1.1      DEFINITIONS

         In this document:

         "BUSINESS" has the meaning given in the Sale and Purchase of Business
         Agreement.

         "BUSINESS DAY" means a day which is not a Saturday, Sunday or bank or
         public holiday in Sydney.

         "CENTAUR SOFTWARE ASSIGNMENT AND LICENCE AGREEMENT" means the software
         assignment and licence agreement of that name annexed to the Sale and
         Purchase of Business Agreement.

         "CHARGES" means the amounts described in SCHEDULE 2.

         "COMPLETION" has the meaning given in the Sale and Purchase of Business
         Agreement.

         "CORPORATIONS ACT" means the Corporations Act 2001 (Cth).

         "DATA WAREHOUSE INFRASTRUCTURE" means Jupiters' SAS data analysis tools
         licence, Jupiters' Sybase data warehouse database licence, Jupiters'
         data warehouse database server, data warehouse web server, and data
         warehouse application server.

         "DATA WAREHOUSE SERVICES" means the services described as data
         warehouse services in SCHEDULE 1.

         "DEVELOPMENT SERVICES" means the services described as development
         services in SCHEDULE 1.

         "FIREWALL AND SECURITY INFRASTRUCTURE" means the software licences and
         hardware components (if any) which are not to be assigned to the
         Purchaser under the Sale and Purchase of Business Agreement, and
         described as firewall and security infrastructure in SCHEDULE 1.

<PAGE>
                                       2

         "FIREWALL AND SECURITY SERVICES" means the services described as
         firewall and security services in SCHEDULE 1.

         "JUPITERS NETWORK AND/OR DATA CENTRE INFRASTRUCTURE" means the software
         and hardware components described as Jupiters network and/or data
         centre infrastructure in SCHEDULE 1.

         "LOSS" means any and all losses (including direct, indirect, loss of
         profit and loss of expected profit), claims, demands, actions,
         liabilities, damages, costs, expenses, diminutions in value or
         deficiencies of any kind or character including all interest and other
         amounts payable to third parties, all liabilities on account of taxes
         and all legal (on a full indemnity basis) and other expenses reasonably
         incurred in connection with investigating or defending any claims or
         actions, whether or not resulting in any liability and all amounts paid
         in settlement of claims or actions.

         "NETWORK MANAGEMENT SERVICES" means the services described as network
         management services in SCHEDULE 1.

         "NETWORK AND DATA CENTRE SERVICES " means the services described as
         network and data centre services in SCHEDULE 1.

         "PEOPLESOFT SOFTWARE" means the financial and ERP software which is
         used as at 1 May 2003 in the Business.

         "PERSONAL INFORMATION" means any information or opinion about a natural
         person (whether or not true), including `personal information' as
         defined in the Privacy Act, which is collected or held by the Vendors
         or the Purchaser, or that is disclosed by the Purchaser to the Vendors
         (or vice versa), in connection with the provision of Services under
         this Agreement.

         "PRIVACY ACT" means the Privacy Act 1988 (Cth).

         "PRIVACY LAW" means, to the extent applicable:

         (a)      the Privacy Act; and

         (b)      the National Privacy Principles contained in Schedule 3 to the
                  Privacy Act or any approved privacy code (as defined in the
                  Privacy Act) that applies to the Purchaser or the Vendors; and

         (c)      any other statute, regulation or law in Australia which
                  relates to the protection of Personal Information and which
                  the Purchaser or the Vendors must observe.

         "PURCHASER'S DATA" means the data provided by the Purchaser under
         CLAUSE 5.

         "SALE AND PURCHASE OF BUSINESS AGREEMENT" means the document entered
         into between Jupiters, Centrebet, the Purchaser and the Guarantor
         entitled "Sale and Purchase of Business Agreement".

         "SERVICES" means the:

         (d)      Data Warehouse Services;

         (e)      Development Services;

<PAGE>
                                       3

         (f)      Firewall and Security Services;

         (g)      Network Services;

         (h)      Support Services; and

         (i)      any other services which are provided by or on behalf of the
                  Vendors to the Purchaser in connection with this Agreement.

         "SUPPORT SERVICES" means the services described as support services in
         SCHEDULE 1.

         "TRANSACTION DOCUMENTS" mean this document, the Sale and Purchase of
         Business Agreement and the Centaur Software Assignment and Licence
         Agreement.

         "TRANSITIONAL PERIOD" means the six month period commencing on
         Completion.

         "VENDORS" means Jupiters and Centrebet.

1.2      CONSTRUCTION

         Unless expressed to the contrary, in this document:

         (a)      words in the singular include the plural and vice versa;

         (b)      any gender includes the other genders;

         (c)      if a word or phrase is defined its other grammatical forms
                  have corresponding meanings;

         (d)      the meaning of general words is not limited by specific
                  examples introduced by "including", "includes" or "for
                  example", or similar expressions;

         (e)      no rule of construction will apply to a clause to the
                  disadvantage of a party merely because that party put forward
                  the clause or would otherwise benefit from it;

         (f)      a reference to:

                  (i)      a person includes a partnership, joint venture,
                           unincorporated association, corporation and a
                           government or statutory body or authority;

                  (ii)     a person includes the person's legal personal
                           representatives, successors, assigns and persons
                           substituted by novation;

                  (iii)    any legislation includes subordinate legislation
                           under it and includes that legislation and
                           subordinate legislation as modified or replaced;

                  (iv)     an obligation includes a warranty or representation
                           and a reference to a failure to comply with an
                           obligation includes a breach of warranty or
                           representation;

                  (v)      a right includes a benefit, remedy, discretion or
                           power;

                  (vi)     time is to local time in Brisbane;

                  (vii)    "$" or "dollars" is a reference to Australian
                           currency;

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                                       4

                  (viii)   this or any other document includes the document as
                           novated, varied or replaced and despite any change in
                           the identity of the parties;

                  (ix)     writing includes any mode of representing or
                           reproducing words in tangible and permanently visible
                           form, and includes fax transmissions;

                  (x)      this document includes all schedules and annexures to
                           it; and

                  (xi)     a clause, schedule or annexure is a reference to a
                           clause, schedule or annexure, as the case may be, of
                           this document; and

         (g)      where time is to be calculated by reference to a day or event,
                  that day or the day of that event is excluded.

1.3      HEADINGS

         Headings do not affect the interpretation of this document.

2        COMMENCEMENT AND TERM

         This document commences on Completion and continues for the
         Transitional Period.

3        EFFECT OF FAILURE TO COMPLETE

         If any party to the Sale and Purchase of Business Agreement terminates
         the Sale and Purchase of Business Agreement before Completion or
         Completion does not occur for any reason whatsoever, then:

         (a)      this Agreement does not commence under Clause 2 and has no
                  effect whatsoever;

         (b)      neither Jupiters nor Centrebet will have any obligation to
                  provide any services under this Agreement including the
                  Services; and

         (c)      the Purchaser must immediately return to Jupiters any
                  software, hardware or other assets or materials which were
                  provided by Jupiters or Centrebet, but which are in the
                  Purchaser's possession, power or control.

4        PEOPLESOFT SOFTWARE

         (a)      Subject to clause 12, the Vendors shall use reasonable
                  commercial efforts to, prior to Completion, transition the
                  Business from use of the Peoplesoft Software to other
                  financial software selected by Jupiters (the "NEW FINANCIAL
                  SOFTWARE").

         (b)      The New Financial Software will be acquired at the cost of the
                  Purchaser and the Purchaser will be responsible for obtaining
                  the necessary rights to enable the Purchaser to receive and
                  use the New Financial Software to perform the transition
                  services described under this clause 4.

         (c)      The Purchaser agrees and acknowledges that:

                  (i)      the Transaction Documents do not require Jupiters or
                           Centrebet to secure the assignment or novation of any
                           rights under the PeopleSoft Software licence or
                           otherwise to obtain for the Purchaser the right to
                           use the PeopleSoft Software; and

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                                       5

                  (ii)     provision of the transition services described under
                           this clause is dependant on the Purchaser acquiring
                           the relevant rights to enable the Vendors to perform
                           the transition services described under this Clause
                           and the Purchaser to use the New Financial Software.

5        DATA WAREHOUSE

5.1      ASSIGNMENT OR NOVATION

         (a)      Subject to paragraph (b), the Purchaser agrees and
                  acknowledges that the Transaction Documents do not require the
                  Vendors to assign, novate or transfer to the Purchaser any of
                  the Data Warehouse Infrastructure.

         (b)      Subject to Clause 12:

                  (i)      the Vendors will use reasonable commercial efforts to
                           obtain any necessary third party consents to enable
                           the use of the Data Warehouse Infrastructure by the
                           Vendors to provide the Data Warehouse Services to the
                           Purchaser; and

                  (ii)     in accordance with the Sale and Purchase of Business
                           Agreement, the Vendors will provide the Purchaser
                           with such assistance as is reasonably required by the
                           Purchaser to novate the SAS data analysis tools
                           licence to the Purchaser,

                  both at the Purchaser's cost and subject to this Agreement.

5.2      DATA WAREHOUSE SERVICES

         Subject to clause 12, during the Transitional Period, the Vendors will
         provide the Data Warehouse Services to the Purchaser.

5.3      OWNERSHIP OF PURCHASER'S DATA

         (a)      The Vendors agree and acknowledge that, notwithstanding the
                  provision of the Data Warehouse Services, the Purchaser's Data
                  remains the property of the Purchaser.

         (b)      Without limiting clause 15.1, the Purchaser at all times
                  indemnifies and holds harmless the Vendors (jointly and
                  severally) from and against all actions, claims, charges,
                  costs, expenses, losses, damages and other liability arising
                  out of or otherwise in connection with the Purchasers Data and
                  the provision of Data Warehouse Services.

5.4      CONFIDENTIALITY OF PURCHASER'S DATA

         If any Purchaser's Data is provided to the Vendors for the purposes of
         providing the Data Warehouse Services, the Vendors will:

         (a)      not use, reproduce, analyse, run any query on, or produce any
                  report about that Purchaser's Data, other than in connection
                  with the Services;

         (b)      keep that Purchaser's Data confidential; and

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                                       6

         (c)      not disclose that Purchaser's Data to any third party, other
                  than in connection with the Services.

5.5      COMPLIANCE WITH PRIVACY LAW

         The Purchaser will provide the Vendors will such assistance as is
         reasonably requested by the Vendors to ensure that the Vendors'
         provision of the Services complies with all applicable provisions of
         the Privacy Law in relation to Purchaser's Data that is also Personal
         Information.

5.6      PURCHASER'S FACILITIES

         (a)      If the Purchaser requires remote access to the Data Warehouse
                  System, the Vendors may make remote access to the Data
                  Warehouse System available to the Purchaser, but only:

                  (i)      on terms and conditions; and

                  (ii)     using the technology, configuration and capacity,

                  specified by Jupiters in its sole and absolute discretion.

         (b)      The Purchaser will be responsible, at its cost, for providing
                  all facilities and equipment (including software and hardware)
                  necessary for remotely accessing the Data Warehouse System
                  (including the facilities and equipment required by the
                  Vendors to provide the remote access service) and ensuring
                  that those facilities and equipment comply with the
                  technology, configuration and capacity specified by Jupiters.

         (c)      Without limiting clause 15.1, the Purchaser at all times
                  indemnifies and holds harmless the Vendors (jointly and
                  severally) from and against all actions, claims, charges,
                  costs, expenses, losses, damages and other liability arising
                  out of or otherwise in connection with the Purchaser's remote
                  access to the Data Warehouse System.

5.7      NO WARRANTY

         Without limiting clause 15, neither Jupiters nor Centrebet give any
         warranties nor make any representations to the Purchaser that the Data
         Warehouse Infrastructure or Data Warehouse Services:

         (a)      will operate or perform to a particular standard or level;

         (b)      will be continuously available or is capable of continuous
                  operation;

         (c)      will perform any particular function;

         (d)      are error-fee;

         (e)      will be effective to remedy any particular defect or address
                  any particular problem or concern; or

         (f)      will be provided within any particular timeframe.

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                                       7

6        TRANSITION OF DATA WAREHOUSE SYSTEM

         (a)      The Vendors will provide to the Purchaser such assistance as
                  is described in Schedule 1 to transition the Purchaser from
                  use of the current Data Warehouse Infrastructure to other data
                  warehouse infrastructure selected by or designed by or on
                  behalf of the Purchaser (the "NEW DATA WAREHOUSE
                  INFRASTRUCTURE").

         (b)      The New Data Warehouse Infrastructure will be provided by the
                  Purchaser at its cost and the Purchaser will be responsible
                  for obtaining the necessary rights (if any) to enable the
                  Purchaser to use the New Data Warehouse Infrastructure and to
                  enable the Vendors to provide the services described in
                  paragraph (a) above.

         (c)      Notwithstanding any other term of this Agreement, the
                  Purchaser agrees and acknowledges that the Purchaser assumes
                  all risk associated with the implementation of the New Data
                  Warehouse Infrastructure, whether by the Purchaser or by the
                  Vendors at the request of the Purchaser, including liability
                  for any defect in performance of the New Data Warehouse
                  Infrastructure.

         (d)      Without limiting clause 15.1, the Purchaser at all times
                  indemnifies and holds harmless the Vendors (jointly and
                  severally) from and against all actions, claims, charges,
                  costs, expenses, losses, damages and other liabilities arising
                  out of or otherwise in connection with the New Data Warehouse
                  Infrastructure and the use of the New Data Warehouse
                  Infrastructure.

7        DESKTOP, MESSAGING AND OPERATING SYSTEMS SOFTWARE

7.1      NO ASSIGNMENT OR NOVATION

         Subject to Clause 12, the Vendors will use reasonable commercial
         efforts to obtain any necessary third party consents to enable the use
         of the Rational software development tools, Microsoft Visual SourceSafe
         and Lotus Notes clients installed on development PC's (being software
         licences which are not to be transferred or assigned to the Purchaser)
         by the Purchaser during the Transitional Period, at the Purchaser's
         cost and subject to this Agreement.

7.2      NO ADDITIONAL DESKTOP SUPPORT, NETWORK MANAGEMENT OR BACKUP SERVICES

         The Purchaser acknowledges and agrees that:

         (a)      the Alice Springs Centrebet team provides local desktop and
                  network support and backup services, and that team is to be
                  offered employment by the Purchaser under the Sale and
                  Purchase of Business Agreement; and

         (b)      the Vendors have no other obligation to provide desktop
                  support, network support or backup services to the Purchaser,
                  including in respect of the Centrebet development team, and
                  the Purchaser must make its own arrangements in relation to
                  desktop support, network support and backup for the Centrebet
                  development team.

<PAGE>
                                       8

8        FIREWALL AND SECURITY INFRASTRUCTURE AND SERVICES

8.1      NO ASSIGNMENT OR NOVATION

         (a)      The Purchaser agrees and acknowledges that the Transaction
                  Documents do not require Jupiters or Centrebet to secure the
                  transfer, assignment or novation of any of the Firewall and
                  Security Infrastructure to the Purchaser.

         (b)      Subject to Clause 12, the Vendors will use reasonable
                  commercial efforts to obtain any necessary third party
                  consents to enable the use of the Firewall and Security
                  Infrastructure by the Vendors to provide the Firewall and
                  Security Services, at the Purchaser's cost and subject to this
                  Agreement.

8.2      FIREWALL AND SECURITY SERVICES

         Subject to clause 12, during the Transitional Period, the Vendors will
         provide the Firewall and Security Services to the Purchaser.

8.3      NO WARRANTY

         Without limiting clause 15, neither Jupiters nor Centrebet give any
         warranties nor make any representations to the Purchaser that the
         Firewall and Security Infrastructure or the Firewall and Security
         Services:

         (a)      will operate or perform to a particular standard or level;

         (b)      will be continuously available or is capable of continuous
                  operation;

         (c)      will perform any particular function;

         (d)      are error-fee;

         (e)      will be effective to remedy any particular defect or address
                  any particular problem or concern; or

         (f)      will be provided within any particular timeframe.

9        NETWORK AND DATA CENTRE SERVICES AND INFRASTRUCTURE

9.1      NO ASSIGNMENT

         (a)      The Purchaser agrees and acknowledges that the Transaction
                  Documents do not require Jupiters or Centrebet to transfer or
                  assign any of the Jupiters' Network and/or Data Centre
                  Infrastructure to the Purchaser.

         (b)      Subject to Clause 12, the Vendors will use reasonable
                  commercial efforts to obtain any necessary third party
                  consents to enable the use of the Jupiters' Network and/or
                  Data Centre Infrastructure by the Vendors to provide the
                  Network Services, at the Purchaser's cost and subject to this
                  Agreement.

9.2      NETWORK AND DATA CENTRE SERVICES

         Subject to clause 12, during the Transitional Period, the Vendors will
         provide the Network and Data Centre Services to the Purchaser.

<PAGE>
                                       9

9.3      NO WARRANTY

         Without limiting clause 15, neither Jupiters nor Centrebet give any
         warranties nor make any representations to the Purchaser that the
         Jupiters Network and/or Data Centre Infrastructure or the Network and
         Data Centre Services:

         (a)      will operate or perform to a particular standard or level;

         (b)      will be continuously available or is capable of continuous
                  operation;

         (c)      will perform any particular function;

         (d)      are error-fee;

         (e)      will be effective to remedy any particular defect or address
                  any particular problem or concern; or

         (f)      will be provided within any particular timeframe.

10       SUPPORT AND DEVELOPMENT

10.1     REASONABLE ASSISTANCE

         Subject to Clause 12, the Vendors will use reasonable commercial
         efforts to obtain any necessary third party consents to enable the use
         of any third party software by Jupiters to provide the Support and
         Development Services, at the Purchaser's cost and subject to this
         Agreement.

10.2     SUPPORT AND DEVELOPMENT SERVICES

         Subject to clause 12, during the Transitional Period, the Vendors will
         provide the Purchaser with the Support Services and the Development
         Services.

10.3     NO WARRANTY

         Without limiting clause 15, neither Jupiters nor Centrebet give any
         warranties nor make any representations to the Purchaser that the
         Support Services or the Development Services:

         (a)      will operate or perform to a particular standard or level;

         (b)      will be continuously available or is capable of continuous
                  operation;

         (c)      will perform any particular function;

         (d)      are error-fee;

         (e)      will be effective to remedy any particular defect or address
                  any particular problem or concern; or

         (f)      will be provided within any particular timeframe.

<PAGE>
                                       10

11       CHARGES

         The Purchaser agrees to pay the Charges to Jupiters in accordance with
         the procedure set out in Schedule 2.

         The Charges do not include GST. Jupiters may recover from the Purchaser
         an amount on account of GST, in addition to the Charges, calculated at
         the prevailing GST rate. That additional amount is payable at the same
         time and in the same manner as the relevant Charge. Jupiters must issue
         a tax invoice to the Purchaser in relation to each Charge.

         In this clause, "GST" means the goods and services tax imposed under
         the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

12       CESSATION OF SERVICES

         If, prior to or during the Transitional Period, either Jupiters or
         Centrebet (or both) determine (in their sole and absolute discretion)
         that provision of the Services or any aspect of the services would:

         (a)      breach any agreement with a third party; or

         (b)      contravene any common law, statute, regulation, order, rule,
                  subordinate legislation or other document enforceable under
                  any statute, regulation, order, rule or subordinate
                  legislation,

         then:

         (c)      the Vendors may immediately cease to provide the Services or
                  that aspect of the Services connected to the breach or
                  contravention; and

         (d)      the Purchaser agrees and acknowledges that the Vendors
                  (jointly and severally) will have no liability to it in
                  respect of, or in connection with, the cessation of that
                  aspect of the Services.

13       TERMINATION

         Either Jupiters or the Purchaser ("the first party") may terminate this
         Agreement immediately, by notice in writing to the other ("the other
         party"), if:

         (a)      the other party breaches any material obligation to be
                  observed or performed by it under this Agreement, which breach
                  is capable of remedy, and that breach continues for a period
                  of at least 10 Business Days (or such longer time as may be
                  nominated in the notice) after written notice of the breach is
                  given by the first party to the other party;

         (b)      the other party breaches any material obligation to be
                  observed or performed by it under this Agreement, which breach
                  is incapable of remedy;

         (c)      the other party assigns or purports to assign its interest
                  under this Agreement or does anything which has a similar
                  effect, in breach of clause 17.10 of this Agreement and fails
                  to rectify the breach for a period of at least 10 Business
                  Days (or such longer time as may be nominated in the notice)
                  after written notice of the breach is given by the first
                  party;

<PAGE>
                                       11

         (d)      any third party claim is brought against the Vendors (jointly
                  or severally) for infringement of any third party's rights in
                  connection with the provision of the Services by the Vendors
                  to the Purchaser arising out of, or in connection with:

                  (i)      compliance by any one of the Vendors with a specific
                           direction given by the Purchaser to one or more of
                           the Vendors in relation to the provision of the
                           Services to the Purchaser where, as a direct result
                           of such compliance, the third party claim is made;

                  (ii)     information provided or a representation made by the
                           Purchaser to one or more of the Vendors in relation
                           to the provision of the Services by the Vendors to
                           the Purchaser;

                  (iii)    use of the Services or a product of the Services by
                           the Purchaser for a purpose outside the intended
                           purpose for which they were provided; or

                  (iv)     any act or omission of, or on behalf of, the
                           Purchaser in relation to the Services that
                           contravenes the terms of this Agreement;

         (e)      Jupiters or Centrebet (or both) exercise their rights to cease
                  provision of the Services under clause 12;

         (f)      the Purchaser:

                  (i)      stops or suspends or threatens to stop or suspend
                           payment of all or a class of its debts;

                  (ii)     is insolvent within the meaning of section 95A of the
                           Corporations Act;

                  (iii)    must be presumed by a court to be insolvent by reason
                           of section 459C(2) of the Corporations Act;

                  (iv)     fails to comply with a statutory demand (within the
                           meaning of section 459F(1) of the Corporations Act);

                  (v)      has an administrator appointed over all or any of its
                           assets or undertaking or any step preliminary to the
                           appointment of an administrator is taken;

                  (vi)     has a controller within the meaning of section 9 of
                           the Corporations Act or similar officer appointed to
                           all or any of its assets or undertaking;

                  (vii)    has an application or order made, proceedings
                           commenced, a resolution passed or proposed in a
                           notice of meeting, an application to a court made or
                           other steps taken against or in respect of it for its
                           winding up, deregistration or dissolution or for it
                           to enter an arrangement, compromise or composition
                           with or assignment for the benefit of its creditors,
                           a class of them or any of them; or

                  (viii)   enters into any formal arrangement or composition
                           with its creditors generally.

<PAGE>
                                       12

14       CONFIDENTIALITY

         Any information exchanged between the parties under this document or
         during the negotiations of the parties is confidential to them and may
         not be disclosed to any person except:

         (a)      if required by law;

         (b)      to officers, employees, agents and contractors to the extent
                  that they need to know the information for purposes related to
                  this document and on condition that they agree to be bound by
                  the terms of this clause;

         (c)      with the consent of the party who supplied the information;

         (d)      if the information is in the public domain at the date of this
                  document, or comes into the public domain after the date of
                  this document other than as a result of a breach of this
                  document or other breach of confidence;

         (e)      if the information is already known or in the possession of
                  the recipient without restrictions relating to disclosure
                  before the date of receipt; or

         (f)      if the information is obtained from a source other than the
                  party who supplied the information, provided that the source
                  was not subject to any prohibition against disclosure.

15       WARRANTIES AND LIABILITY

15.1     INDEMNITY

         The Purchaser at all times indemnifies and holds harmless the Vendors
         (jointly and severally) from and against all actions, claims, charges,
         costs, expenses, losses, damages and other liability arising out of or
         otherwise in connection with any and all:

         (a)      wilful, unlawful or negligent acts or omissions of or on
                  behalf of the Purchaser;

         (b)      breaches or alleged breaches of any third party's rights in
                  connection with the provision of the Services by the Vendors
                  to the Purchaser arising out of, or in connection with:

                  (i)      compliance by any one of the Vendors with a specific
                           direction given by the Purchaser to one or more of
                           the Vendors in relation to the provision of the
                           Services to the Purchaser where, as a direct result
                           of such compliance, the actions or claims are brought
                           or charges, costs, expenses, losses, damages or other
                           liability incurred;

                  (ii)     information provided or a representation made by the
                           Purchaser to the Vendors in relation to the provision
                           of the Services by the Vendors to the Purchaser;

                  (iii)    use of the Services or a product of the Services by
                           the Purchaser for a purpose outside the intended
                           purpose for which they were provided; or

                  (iv)     any act or omission of, or on behalf of, the
                           Purchaser in relation to the Services that
                           contravenes the terms of this Agreement;

<PAGE>
                                       13

         (c)      claims and actions brought against Jupiters or Centrebet
                  (jointly or severally) in connection with the provision of the
                  Services by the Vendors to the Purchaser arising out of, or in
                  connection with:

                  (i)      compliance by any one of the Vendors with a specific
                           direction given by the Purchaser to one or more of
                           the Vendors in relation to the provision of the
                           Services to the Purchaser where, as a direct result
                           of such compliance, the actions or claims are brought
                           or charges, costs, expenses, losses, damages or other
                           liability incurred;

                  (ii)     information provided or a representation made by the
                           Purchaser to the Vendors in relation to the provision
                           of the Services by the Vendors to the Purchaser; or

                  (iii)    use of the Services or a product of the Services by
                           the Purchaser for a purpose outside the intended
                           purpose for which they were provided; or

                  (iv)     any act or omission of, or on behalf of, the
                           Purchaser in relation to the Services that
                           contravenes the terms of this Agreement;

         (d)      personal injury and loss or damage to property caused or
                  contributed to or by an act or omission of or on behalf of the
                  Purchaser in connection with this Agreement; and

         (e)      actions, claims, charges, costs, expenses, losses, damages and
                  other liability arising out of or in connection with any
                  breach or non-observance by the Purchaser of this Agreement.

15.2     LIMITATION OF LIABILITY

         Subject to Clause 15.3 and to the maximum extent possible, neither
         Jupiters nor Centrebet is liable to the Purchaser for any Loss incurred
         by the Purchaser which results directly or indirectly as a result of,
         or in connection with, this Agreement, however caused including by any
         negligent act or omission by Jupiters or Centrebet, their officers,
         employees, agents or contractors.

15.3     WARRANTIES

         (a)      The Purchaser warrants to the Vendors (jointly and severally)
                  that the Vendors' performance of the Services as a result of:

                  (i)      the direct result of compliance by any one of the
                           Vendors with a specific direction given by the
                           Purchaser to one or more of the Vendors in relation
                           to the provision of the Services to the Purchaser;

                  (ii)     information provided or a representation made by the
                           Purchaser to the Vendors in relation to the provision
                           of the Services by the Vendors to the Purchaser;

                  (iii)    any use of the Services or a product of the Services
                           by the Purchaser for a purpose outside the intended
                           purpose for which they were provided; or

                  (iv)     any act or omission of, or on behalf of, the
                           Purchaser in relation to the Services that
                           contravenes the terms of this Agreement,

<PAGE>
                                       14

                  will not infringe any rights of any third party, including
                  contractual, intellectual property or moral rights.

         (b)      Subject to paragraph (c), and to the maximum extent possible,
                  all conditions, warranties and terms not expressly contained
                  in this document, whether implied by operation of law,
                  inference from circumstances, industry practice or otherwise,
                  are excluded.

         (c)      If any term, warranty or condition is implied by law into this
                  Agreement which by law cannot be excluded, but may be limited,
                  the liability of the Vendors for any breach of any such term,
                  condition or warranty (including, without limitation, to any
                  person claiming through the Purchaser) is limited, at the
                  option of Jupiters or Centrebet (as the case may be), to:

                  (i)      in the case of goods,

                           (A)      the replacement of the goods or the supply
                                    of equivalent goods;

                           (B)      the repair of the goods;

                           (C)      the payment of the cost of replacing the
                                    goods or acquiring equivalent goods; or

                           (D)      the payment of the cost of having the goods
                                    repaired; or

                  (ii)     in the case of services,

                           (A)      the supply of the goods again; or

                           (B)      the payment of the cost of having the
                                    services supplied again.

16       PURCHASER'S ASSUMPTION OF RISK

         The Purchaser agrees and acknowledges that it:

         (a)      exercises its rights under this document at its own risk; and

         (b)      assumes all risk for all Loss incurred by the Purchaser, or
                  any other person, which results directly or indirectly from
                  any product or service provided under this Agreement.

17       MISCELLANEOUS

17.1     STAMP DUTY

         (a)      The Purchaser shall, as between the parties, be liable for and
                  duly pay all stamp duty (including any fine or penalty but
                  excluding any financial institutions duty) on or relating to
                  this document and any document executed under it.

         (b)      If a party other than the Purchaser pays any stamp duty
                  (including any fine or penalty but excluding any financial
                  institutions duty) on or relating to this document or any
                  document executed under it, the Purchaser shall pay that
                  amount to that party upon demand.

<PAGE>
                                       15

17.2     LEGAL COSTS

         Unless otherwise stated, each party shall bear its own legal and other
         costs and expenses relating directly or indirectly to the preparation
         of, and performance of its obligations under, this document.

17.3     AMENDMENT

         This document may only be varied or replaced by a document in writing
         duly executed by the parties.

17.4     WAIVER AND EXERCISE OF RIGHTS

         (a)      A single or partial exercise or waiver of a right relating to
                  this document will not prevent any other exercise of that
                  right or the exercise of any other right.

         (b)      A party will not be liable for any Loss of any other party
                  caused or contributed to by the waiver, exercise, attempted
                  exercise, failure to exercise or delay in the exercise of a
                  right.

17.5     RIGHTS CUMULATIVE

         Subject to any express provision in this document to the contrary, the
         rights of a party under this document are cumulative and are in
         addition to any other rights of that party.

17.6     APPROVALS AND CONSENT

         Subject to any express provision in this document to the contrary, a
         party may conditionally or unconditionally give or withhold any consent
         to be given under this document and is not obliged to give its reasons
         for doing so.

17.7     FURTHER ASSURANCE

         Each party shall promptly execute all documents and do all things that
         any other party from time to time reasonably requires of it to effect,
         perfect or complete the provisions of this document and any transaction
         contemplated by it.

17.8     GOVERNING LAW

         This document is governed by and is to be construed in accordance with
         the laws applicable in Queensland, Australia.

17.9     JURISDICTION

         Each party:

         (a)      irrevocably and unconditionally submits to the non-exclusive
                  jurisdiction of the courts of Queensland, Australia and any
                  courts which have jurisdiction to hear appeals from any of
                  those courts; and

         (b)      waives any right to object to any proceedings being brought in
                  those courts for any reason.

<PAGE>
                                       16

17.10    ASSIGNMENT

         (a)      Subject to paragraph (b), no party may assign any right under
                  this document without the prior written consent of the other
                  parties.

         (b)      Centrebet may assign all of its title and interest in this
                  Agreement and its rights under this Agreement to Jupiters by
                  written notice to the Purchaser.

17.11    COUNTERPARTS

         This document may consist of a number of counterparts and if so the
         counterparts taken together constitute one and the same instrument.

17.12    JOINT AND SEVERAL LIABILITY

         An obligation of two or more persons binds them jointly and severally.

17.13    EFFECT OF EXECUTION

         This document is not binding on any party unless it or a counterpart
         has been duly executed by, or on behalf of, each person named as a
         party to the document.

17.14    ENTIRE AGREEMENT

         The Purchaser acknowledges to the Vendors that (except for the specific
         warranties made by them in this document and the Sale and Purchase of
         Business Agreement):

         (a)      it has entered into this document relying entirely upon its
                  own independent appraisal and assessment of the Centaur
                  Software;

         (b)      it does not rely on any inference that may be drawn from any
                  record or statement as to the affairs of Jupiters or
                  Centrebet;

         (c)      it does not rely on any account, letter, document,
                  correspondence or arrangements whether oral or in writing as
                  adding to or amending the terms and arrangements set out in
                  this document and that the conditions and stipulations in this
                  document constitute the only agreement between the parties;

         (d)      it does not rely upon any warranty, statement or
                  representation made or given by or on behalf of Jupiters or
                  Centrebet;

         (e)      it is fully aware of the contents of this document and the
                  documents referred to in this document; and

         (f)      to the fullest extent possible waives any possible cause of
                  action or rights it may have under or in respect of Part V of
                  the Trade Practices Act 1974 or any other legislation which is
                  to any extent similar to such Part V or any portion of such
                  legislation touching or concerning anything the subject or
                  incidental to this document and releases and indemnifies to
                  the fullest extent possible the Vendors (jointly and
                  severally) and all persons or entities associated with the
                  Vendors from and against (as the case may be) any claim or
                  liability (if any) arising out of or incidental to any such
                  cause of action or right or any like cause of action or right
                  of any other person or entity whatsoever.

<PAGE>
                                       17

18       NOTICES

18.1     GENERAL

         A notice, demand, certification or other communication under this
         document:

         (a)      shall be given in writing and in the English language; and

         (b)      may be given by an agent of the sender.

18.2     METHOD OF SERVICE

         In addition to any means authorised by law a communication may be given
         by:

         (a)      being delivered personally;

         (b)      being left at the party's current address for service;

         (c)      being sent to the party's current address for service by
                  pre-paid ordinary mail or if the address is outside Australia,
                  by pre-paid air mail; or

         (d)      facsimile to the party's current facsimile number.

18.3     ADDRESS FOR SERVICE

         (a)      The addresses and facsimile numbers are initially:

                  (i)      in the case of the Purchaser:
                           [INSERT]
                           Tel: [INSERT]
                           Fax: [INSERT]
                           Attention: [INSERT]

                  (ii)     in the case of the Vendors:

                           JUPITERS LIMITED
                           Level 9, Niecon Tower
                           17 Victoria Avenue
                           Broadbeach Queensland 4218
                           Fax No: (07) 5571 2194
                           Attention: The Company Secretary

                           CENTREBET PTY LTD
                           Level 9, Niecon Tower
                           17 Victoria Avenue
                           Broadbeach Queensland 4218
                           Fax No: (07) 5571 2194
                           Attention: The Company Secretary

         (b)      A party may from time to time change its address or numbers
                  for service by notice to the other party.

<PAGE>
                                       18

18.4     SERVICE BY POST

         A communication given by post is to be taken to be received:

         (a)      if posted within Australia to an Australian address on the
                  third Business Day after posting; and

         (b)      in any other case, on the seventh Business Day after posting.

18.5     SERVICE BY FACSIMILE

         A communication given by facsimile is deemed received when the sender's
         facsimile machine produces a transmission report stating that the
         facsimile was sent to the addressee's facsimile number.

18.6     FORM RECEIVED

         A communication given by facsimile is to be taken to be given in the
         form transmitted unless the message is not fully received in legible
         form and the addressee immediately notifies the sender of that fact.

18.7     PROCESS SERVICE

         Any process or other document relating to litigation, administrative or
         arbitral proceedings in relation to this document may be served by any
         method contemplated by this clause in addition to any means authorised
         by law.

18.8     SERVICE AFTER HOURS

         If a communication to a party is received by it:

         (a)      after 5.00 pm in the place of receipt; or

         (b)      on a day which is not a Business Day,

         it is to be taken to have been received at the commencement of the next
         Business Day.

<PAGE>
                                       19

                                   SCHEDULE 1

                           SERVICES AND INFRASTRUCTURE

[THE DESCRIPTION OF SERVICES INCLUDED IN THIS SCHEDULE IS NOT YET COMPLETE. AS
THE DESCRIPTION OF SERVICES IS PROGRESSED BETWEEN JUPITERS AND THE PURCHASER,
THE SCHEDULE IS SUBJECT TO FURTHER REVIEW BY TABCORP HOLDINGS LTD. VARIATIONS TO
THIS SCHEDULE MAY ONLY BE MADE WITH TABCORP HOLDINGS LTD'S PRIOR AGREEMENT.
TABCORP HOLDINGS LTD SHALL ACT REASONABLY IN RELATION TO ANY SUCH REVIEW AND
VARIATION, AND SHALL NOT UNREASONABLY REFUSE TO AGREE TO ANY SUCH VARIATION.]

DATA WAREHOUSE SERVICES

Before Completion, Data Warehouse Services are provided by the Jupiters
Technology Centrebet team. Under the Sale and Purchase of Business Agreement,
the Purchaser is to offer employment to the individuals comprising that team.

The Vendors, through Jupiters Technology, will provide up to 12 hours per month
consulting support in the operation of the Data Warehouse to the Purchaser.
Those services will be provided for a period of 6 months following Completion.

A reasonable level of transitional services in relation to the data warehouse
will also be provided at the hourly rate described in Schedule 2.

DESKTOP AND NETWORK MANAGEMENT SUPPORT

No desktop or network management support services are to be provided by the
Vendors to the Purchaser.

BACKUP

No backup services are to be provided by the Vendors to the Purchaser.

FIREWALL AND SECURITY SERVICES

Before Completion, firewall and security is a shared responsibility between the
existing Alice Springs Centrebet team and the Jupiters Level 2 support team.
Under the Sale and Purchase of Business Agreement, the Purchaser is to offer
employment to the individuals comprising the existing Alice Springs Centrebet
team, but not the Level 2 support team.

After Completion, the Vendors, through Jupiters Technology's Level 2 support
team, will provide up to 16 hours per month of Firewall and Security Services,
comprising the services which that team provided prior to Completion. Those
services will be provided for a period of 6 months following Completion.

<PAGE>
                                       20

FIREWALL AND SECURITY INFRASTRUCTURE

[The Purchaser will be granted a reasonable level of access to the existing
Firewall and Security Infrastructure used by the business for a period of 6
months following Completion, at charges described in Schedule 2 (to be agreed).
Note that this depends on the Purchaser's approach.]

JUPITERS NETWORK AND DATA CENTRE SERVICES

[Once agreed, the Jupiters Network and Data Centre Services to be provided will
be described under this section at the charges described in Schedule 2 (to be
agreed).]

JUPITERS NETWORK AND/OR DATA CENTRE INFRASTRUCTURE

[The Purchaser will be granted a reasonable level of access to the existing
Network and/or Data Centre Infrastructure used by the business for a period of
up to 6 months following Completion, at charges described in Schedule 2 (to be
agreed). Note that this depends on the Purchaser's approach.]

DEVELOPMENT SERVICES

Before Completion, Development Services are provided by the Centrebet
development team. Under the Sale and Purchase of Business Agreement, the
Purchaser is to offer employment to the members of that team. That team will be
the Purchaser's principal development resource.

In relation to the Cougar product, the Vendors, through Jupiters Technology,
will provide:

(a)      advice and consultancy on the Cougar product; and

(b)      level 3 Support for the Cougar product,

for up to 12 hours per month. These services will be provided for a period of 6
months following Completion.

The Vendors, through Jupiters Technology, will provide Cougar core components
updates (including patches, bug-fixes and updates) to the Purchaser, as an when
released by the Cougar development team, for a period of 6 months following
Completion.

The Vendors, through Jupiters Technology, will also provide 5 days of training
in relation to the Cougar product, on dates agreed between Jupiters Technology
and the Purchaser within 6 months after Completion.

SUPPORT SERVICES

The scope of Level 2 Support and Help Desk services provided to Centrebet before
Completion is as follows:

-        Co-location

         If required by the Purchaser, the Vendors (through Jupiters Technology)
         will allow network and/or data centre infrastructure assets assigned to
         the Purchaser under the Sale and Purchase of Business Agreement, and
         which are located at the premises of Jupiters

<PAGE>
                                       21

         Technology at Completion, to remain located at the premises of Jupiters
         Technology for a period of up to 6 months following Completion.

-        Proactive:

         -        Wide area network monitoring - end-to-end connectivity;

         -        Centaur monitoring - back-end processing;

         -        Network component monitoring, middleware monitoring;

         -        Database growth and health monitoring;

         -        Web services monitoring;

         -        Change control management;

         -        Pre-emptive maintenance;

         -        Monthly reporting.

-        Learned Activities:

         -        Knowledgebase library;

         -        Process and procedure review;

         -        Site support;

         -        Platform support.

-        Reactive:

         -        Fault response centre;

         -        Resolution tracking;

         -        Escalation services;

         -        Technical assistance;

         -        Outage reporting

Following Completion, the Vendors, through Jupiters Technology, will continue to
provide proactive monitoring of the Commercial Centrebet products, and
management of the restoration of service outages, on a 24 x 7 basis, for up to
250 hours per month. This service will be provided for a period of 6 months
following Completion.

The Vendors, through Jupiters Technology, may vary the extent of, or the charge
for, this service, if the software or systems used by the business are modified.

The Vendors, through Jupiters Technology, will also provide training to the
Purchaser with the aim of allowing the Purchaser to become self-reliant in Level
2 Support and Help Desk support within 6 months after Completion.

The training contemplated by this agreement is practical, on-the-job experience
rather than formal teaching, and will be achieved by allowing the Purchaser's
Level 2 support personnel to work alongside Jupiters Technology's Level 2
support personnel for a period of 2 months, on dates agreed between the
Purchaser and Jupiters Technology within 6 months after completion.

<PAGE>
                                       22

                                   SCHEDULE 2

                                     CHARGES

<TABLE>
<CAPTION>
               SERVICE                               CHARGE
---------------------------------------           -------------
<S>                                               <C>
Data Warehouse Consulting Support                 $ 1,200/month

Additional Consulting Services eg. Data           $ 100/hour
Warehouse transitional services

Firewall and Security Services                    $ 1,600/month

Network and Data Centre Services                  [to be agreed]

Level 2 Support                                   $ 25,000/month

Development and Level 3 Support                   $ 1,200/month

Training                                          No charge
</TABLE>

[THE CHARGES LISTED IN THIS SCHEDULE ARE NOT YET COMPLETE. ALL SERVICES ARE TO
BE PROVIDED ON AT LEAST A FULL COST RECOVERY BASIS. AS THE DESCRIPTION OF
SERVICES IS PROGRESSED BETWEEN JUPITERS AND THE PURCHASER, THESE CHARGES ARE
SUBJECT TO FURTHER REVIEW BY TABCORP HOLDINGS LTD. VARIATIONS TO THIS SCHEDULE
MAY ONLY BE MADE WITH TABCORP HOLDINGS LTD'S PRIOR AGREEMENT. TABCORP HOLDINGS
LTD SHALL ACT REASONABLY IN RELATION TO ANY SUCH REVIEW AND VARIATION, AND SHALL
NOT UNREASONABLY REFUSE TO AGREE TO ANY SUCH VARIATION.]
<PAGE>

EXECUTED as an agreement.

EXECUTED by JUPITERS LIMITED            )
                                        )

________________________________________          ______________________________
Company Secretary/Director                        Director

________________________________________          ______________________________
Name of Company Secretary/Director (print)        Name of Director (print)

EXECUTED by CENTREBET PTY LTD           )
by its duly appointed officer           )
in the presence of:                     )

________________________________________          ______________________________
Witness                                           Officer

________________________________________          ______________________________
Name of Witness (print)                           Name of Officer (print)

EXECUTED by [PURCHASER] by its          )
duly appointed officer in the           )
presence of:                            )

________________________________________          ______________________________
Witness                                           Officer

________________________________________          ______________________________
Name of Witness (print)                           Name of Officer (print)