<PAGE>

                            [JUPITERS LIMITED LOGO]

                                  EXHIBIT 4.18

            TERMS AND CONDITIONS OF JUPITERS LIMITED RESET PREFERENCE
           SHARES AS INCLUDED AT APPENDIX A OF THE PROSPECTUS FOR THE
         PUBLIC OFFER OF JUPITERS LIMITED RESET PREFERENCE SHARES DATED
                 FEBRUARY 28, 2002 AND AMENDED ON JUNE 12, 2003

<PAGE>

APPENDIX A: TERMS AND CONDITIONS

JUPITERS LIMITED PREFERENCE SHARES

TERMS AND CONDITIONS

1.       ISSUE OF JUPITERS PREFERENCE SHARES

         On and subject to these Terms and Conditions and the Constitution of
         Jupiters Limited each Jupiters Reset Preference Share ("Jupiters RPS")
         will be issued with an Issue Price of $100. Jupiters RPS are 10 year
         redeemable preference shares paying an unfranked, cumulative dividend.
         As the Jupiters RPS will be treated as debt for tax purposes, the
         dividend will not be franked.

2.       DIVIDENDS

2.1      DIVIDENDS

         A Holder on the relevant Record Date is entitled to receive a Dividend
         per Jupiters RPS on each relevant Dividend Payment Date, subject to
         clause 2.3, calculated in accordance with the following formula:

                              DR x $100 x D
                  Dividend = -------------
                                 365

         Where:

                  DR is the Dividend Rate in respect of that Dividend Payment
                  Date;

                  D is the number of days from (and including) the immediately
                  prior Dividend Payment Date or, in the case of the first
                  Dividend Payment Date, from (and including) the Issue Date to
                  (but excluding) the current Dividend Payment Date.

         Where a Dividend is not paid under this clause, an Additional Amount
         will be payable on the next Dividend Payment Date (as well as the
         Dividend calculated under this clause for that Dividend Payment Date),
         subject to clause 2.3.

2.2      ADDITIONAL AMOUNT

         Dividends are cumulative so that if a Dividend is not paid on a
         Dividend Payment Date it is deferred to the next Dividend Payment Date
         on which the Dividend Payment Test is satisfied. As a consequence,
         where a Dividend is not paid under clause 2.1, an Additional Amount
         will be payable on the next Dividend Payment Date equal to the amount
         of the Dividend and any Additional Amount not paid on any prior
         Dividend Payment Date because of clause 2.3 grossed up by a further
         amount calculated in accordance with the following formula:

                                             IR x UD x D
                  Additional Amount = UD +  ------------
                                                  365

         Where:

              IR is the Dividend Rate plus 2.00% per annum in respect of that
              Dividend Payment Date;

              UD is the amount of Dividend (and any Additional Amount payable on
              the preceding Dividend Payment Date) that has not been paid the
              preceding Dividend Payment Date as a result of the operation of
              clause 2.3; and

              D is the number of days from (and including) the immediately prior
              Dividend Payment Date to (but excluding) the current Dividend
              Payment Date.

2.3      PAYMENT OF DIVIDEND

         Dividends calculated under clause 2.1 and/or Additional Amounts
         calculated under clause 2.2 are only required to be paid on the
         Dividend Payment Date if the Directors, at their absolute and
         unfettered discretion, declare the Dividend and/or Additional Amount to
         be payable or otherwise resolve to pay the Dividend and/or Additional
         Amount ("Dividend Payment Test").

<PAGE>

2.4      CALCULATION OF DIVIDENDS

         All calculations of Dividends will be to four decimal places. For the
         purposes of making any Dividend or Additional Amount payment in respect
         of a Holder's aggregate holding of Jupiters RPS, any fraction of a cent
         will be disregarded.

2.5      SUSPENSION OF PAYMENTS

         If the Company fails to pay a Dividend on any Dividend Payment Date,
         the Company must not pay any dividend, make any other payments or
         distributions, or return any capital on, redeem, cancel, buyback or
         otherwise acquire Ordinary Shares or share capital ranking equally or
         subordinate with Jupiters RPS unless and until the Company pays all
         Outstanding Dividends.

2.6      WITHHOLDING OBLIGATIONS

         The Company will be entitled to deduct from any amount payable to a
         Holder the amount of any withholding or other tax, duty or levy
         required by law to be deducted from it. Where any such deduction is
         made:

         (a)      the Company will pay the amount required to be deducted to the
                  relevant revenue or collection authority within the time
                  allowed for such payment;

         (b)      the Holder will be paid the balance of the amount after
                  allowance for the payment referred to in paragraph (a) above;
                  and

         (c)      upon compliance by the Company with paragraphs (a) and (b)
                  above, the Holder will be deemed to have been duly paid the
                  amount by the Company.

2.7      RECORD DATES

         The Holders entitled to be paid a Dividend and/or Additional Amount (if
         applicable) will be those persons registered as Holders of Jupiters RPS
         on the relevant Record Date for that Dividend.

3.       RESET NOTICES

3.1      RESET NOTICE

         The Company may, at least 50 Business Days prior to the Reset Date and
         in relation to each of the Jupiters RPS, give written notice to each
         Holder of:

         (a)      the Dividend Rate (which shall not be less than the Swap Rate)
                  applicable between the Reset Date and the Maturity Date
                  ("Reset Period");

         (b)      the Conversion Minimum, the Conversion Maximum, the conversion
                  discount and the Capital Distribution applicable to the Reset
                  Period;

         (c)      the method of calculating VWAP for the Reset Period; and

         (d)      the Dividend Payment Dates during the Reset Period.

3.2      NO RESET NOTICE

         If the Company does not give a Reset Notice in accordance with clause
         3.1, the Company shall be deemed to have given a Reset Notice under
         which:

         (a)      the Dividend Rate shall be the higher of the Swap Rate and the
                  Dividend Rate applying prior to the Reset Date, provided that
                  where the Dividend Rate is the Swap Rate, the Company will
                  give the Holder notice of that Swap Rate within 10 Business
                  Days after the Reset Date;

         (b)      the Conversion Maximum, Conversion Minimum and method of
                  calculating VWAP for the Reset Period shall be those applying
                  prior to the Reset Date; and

         (c)      the Dividend Payment Dates following the Reset Date shall be 1
                  August and 1 February and the Conversion Date if this is not
                  already a Dividend Payment Date (other than a Conversion Date
                  relating to the exercise of a Special Conversion Right under
                  clause 4.3), or where such date is not a Business Day, the
                  next occurring Business Day following that date.

<PAGE>

4.       CONVERSION BY HOLDERS

4.1      STANDARD CONVERSION RIGHT

         Subject to these Terms and Conditions, if the Company has not delivered
         a notice under clause 5.1, a Holder has the right to convert all or
         some of their Jupiters RPS into Ordinary Shares by delivering a
         Conversion Notice to the Company not later than 35 Business Days (but
         no more than 3 months) prior to the Reset Date or the Maturity Date.

4.2      TRIGGER EVENT CONVERSION RIGHT

         (a)      The Company shall, by notice in writing, notify the Holders of
                  the occurrence of a Trigger Event as soon as reasonably
                  practicable after it becomes aware of such occurrence;

         (b)      Subject to these Terms and Conditions, a Holder has the right
                  to convert all or some of their Jupiters RPS into Ordinary
                  Shares by delivering a Conversion Notice to the Company during
                  the 20 Business Days after the date of any notice issued by
                  the Company under clause 4.2(a); and

         (c)      Subject to these Terms and Conditions, where the Trigger Event
                  comprises a failure by the Company to Repurchase the Jupiters
                  RPS on the Maturity Date in accordance with clause 7(c), a
                  Holder has the right to convert some or all of its Jupiters
                  RPS into Ordinary Shares by delivering a Conversion Notice to
                  the Company during the 30 Business Days after the Maturity
                  Date.

4.3      SPECIAL CONVERSION RIGHT

         In addition to the conversion rights set out in clause 4.1 and clause
         4.2, subject to these Terms and Conditions, a Holder has the right to
         convert all or some of their Jupiters RPS into Ordinary Shares by
         delivering a Conversion Notice to the Company at any time except during
         periods where the Holder has a right to convert their Jupiters RPS
         under clause 4.1. For the avoidance of doubt, on an exercise of the
         Special Conversion Right:

         (a)      the Conversion Ratio is the Conversion Minimum number; and

         (b)      the Holder will not receive the Outstanding Dividend on
                  conversion.

4.4      NO WITHDRAWAL

         A Conversion Notice, once given by a Holder, can not be withdrawn
         without the consent in writing of the Company.

4.5      CONVERSION NOTICES

         (a)      A Conversion Notice must specify which conversion right the
                  Holder is exercising under these Terms and Conditions and
                  refer to the relevant clause of these Terms and Conditions
                  under which that right is being exercised.

         (b)      A Conversion Notice must be accompanied by evidence of title
                  reasonably acceptable to the Company for the Jupiters RPS the
                  subject of the Conversion Notice and is not taken to be a
                  valid notice unless and until such evidence is received by the
                  Company.

         (c)      Where the Company has received a valid Conversion Notice in
                  respect of any particular Jupiters RPS, any Conversion Notice
                  subsequently issued will apply only to Jupiters RPS which were
                  not the subject of the prior Conversion Notice. The Directors
                  may apply such adjustments (if any) as the Directors consider
                  to be reasonably necessary to reflect that the subsequently
                  issued Conversion Notice will apply to a lesser holding of
                  Jupiters RPS.

5.       COMPANY'S OPTIONS

5.1      OPTIONS ON RESET DATE AND MATURITY DATE

         The Company may, by notice in writing to each Holder, given not later
         than 50 Business Days prior to the Reset Date or the Maturity Date,
         elect to Repurchase Jupiters RPS pursuant to clause 7.

5.2      OPTIONS ON CONVERSION NOTICE (STANDARD CONVERSION RIGHT)

         The Company may, upon receipt by it of a Conversion Notice given under
         clause 4.1, by notice in writing to the Holder who gave the Conversion
         Notice, which notice is to be given to that Holder not

<PAGE>

         later than 30 Business Days prior to the Reset Date or Maturity Date,
         elect to do all or some of the following:

         (a)      to Repurchase the Jupiters RPS held by the Holder, which are
                  the subject of the Conversion Notice, pursuant to clause 7; or

         (b)      to arrange for the Jupiters RPS held by the Holder, which are
                  the subject of the Conversion Notice, to be acquired by a
                  third party pursuant to clause 8,

         and the Company is not required to give effect to the relevant
         Conversion Notice.

         To the extent that an election above is not made, then the Company is
         required to convert the Jupiters RPS held by the Holder, which are the
         subject of the Conversion Notice, into Ordinary Shares pursuant to
         clause 6.

5.3      OPTIONS ON CONVERSION NOTICE (TRIGGER EVENT CONVERSION RIGHT)

         The Company may, upon receipt by it of a Conversion Notice given under
         clause 4.2 (other than a Conversion Notice given under clause 4.2(c)),
         by notice in writing to the Holder who gave the Conversion Notice,
         which notice is to be given to that Holder not later than 20 Business
         Days prior to the Conversion Date, elect to do all or some of the
         following:

         (a)      to Repurchase the Jupiters RPS held by the Holder, which are
                  the subject of the Conversion Notice, pursuant to clause 7; or

         (b)      to arrange for the Jupiters RPS held by the Holder, which are
                  the subject of the Conversion Notice, to be acquired by a
                  third party pursuant to clause 8,

         and the Company is not required to give effect to the relevant
         Conversion Notice.

         To the extent that an election above is not made, then the Company is
         required to convert the Jupiters RPS held by the Holder, which are the
         subject of the Conversion Notice, into Ordinary Shares pursuant to
         clause 6.

5.4      OPTIONS ON CONVERSION NOTICE (SPECIAL CONVERSION RIGHT)

         The Company may, upon receipt by it of a Conversion Notice given under
         clause 4.3, by notice in writing to the Holder who gave the Conversion
         Notice, which notice is to be given to that Holder not later than 10
         Business Days prior to the Conversion Date, elect to Repurchase the
         Jupiters RPS held by the Holder, which are the subject of the
         Conversion Notice, pursuant to clause 7 and the Company is not required
         to give effect to the relevant Conversion Notice.

         To the extent that an election above is not made, then the Company is
         required to convert the Jupiters RPS held by the Holder, which are the
         subject of the Conversion Notice, into Ordinary Shares pursuant to
         clause 6.

5.5      OPTIONS ON TAX EVENT

         Upon the occurrence of a Tax Event, the Company may, by notice in
         writing to each Holder, elect to do all or some of the following:

         (a)      to Repurchase the Jupiters RPS held by the Holder pursuant to
                  clause 7; or

         (b)      convert the Jupiters RPS held by the Holder to Ordinary Shares
                  pursuant to clause 6.

5.6      NO WITHDRAWAL

         A notice, once given by the Company under this clause 5, can not be
         withdrawn without the consent of the relevant Holder who received that
         notice.

6.       CONVERSION OF JUPITERS RPS

6.1      METHOD OF CONVERSION

         On each Conversion Date:

         (a)      each Jupiters RPS which is to be converted on that Conversion
                  Date under clauses 4 or 5 will be converted into, and have the
                  same rights as, one Ordinary Share; and

<PAGE>

         (b)      each Holder whose Jupiters RPS are converted on that
                  Conversion Date under clauses 4 or 5 will be allotted on that
                  Conversion Date a number of additional Ordinary Shares in
                  respect of each Jupiters RPS calculated in accordance with the
                  following formula:

                     AS = CR - 1

         Where:

                  AS is a number of additional Ordinary Shares; and

                  CR is the Conversion Ratio,

         provided that if AS is less than zero it shall be deemed to be zero.

         Where the total number of additional Ordinary Shares to be allotted to
         a Holder on a conversion includes fractions, that fraction will be
         disregarded.

         In addition, in final satisfaction of all amounts owing, Holders will
         be entitled to receive on the Conversion Date:

         (a)      to the extent permitted by law, payment from the Company of an
                  amount equal to the Outstanding Dividend whether by way of
                  dividend, Additional Amount or otherwise; or

         (b)      otherwise additional Ordinary Shares on conversion of their
                  Jupiters RPS:

                  (i)      through an adjustment to the amount of "A" in the
                           calculation of the Conversion Ratio as set out in
                           clause 6.2; or

                  (ii)     in circumstances where the Conversion Ratio derived
                           by application of the formula set out in clause 6.2
                           (before making the adjustment required by sub-clause
                           (i) hereof)) is less than the Conversion Minimum, by
                           treating the Conversion Minimum for the purposes of
                           clause 6.2 as being increased by a figure derived by
                           application of the equation:

                                     Dividend Calculation
                                    ---------------------
                                      VWAP - (CD x VWAP)

                           where terms used in the formula have the same meaning
                           as those terms in clause 6.2,

                  in which case there will be no continuing obligation on the
                  Company to pay any amount under subclause (a) above.

6.2      CONVERSION RATIO

         For the purpose of these Terms and Conditions, the Conversion Ratio is
         the number calculated in accordance with the following formula (except
         in relation to the Special Conversion Right):

                        A
         CR =  ------------------
               VWAP - (CD x VWAP)

         Where:

                  A =

                  (i)      $100; and

                  (ii)     the amount equal to any Outstanding Dividend which
                           has not been paid by the Company on the Conversion
                           Date on the Jupiters RPS to be converted in
                           accordance with clause 6.1 ("Dividend Calculation");

                  CR is the Conversion Ratio provided that the Conversion Ratio
                  may never be:

                  (a)      less than the Conversion Minimum number; or

                  (b)      greater than the Conversion Maximum number;

                  CD means the Conversion Discount;

                  VWAP means the VWAP during the Reference Period; and

                  Reference Period means the 20 Business Days immediately
                  preceding, but not including:

<PAGE>

                  -        If the Company's Ordinary Shares are suspended on the
                           Conversion Date, the first day of suspension; and

                  -        Otherwise, the Conversion Date.

         For the purposes of conversion by a Holder on exercise of the Special
         Conversion Right, the Conversion Ratio is the Conversion Minimum
         number.

6.3      EFFECT OF CONVERSION

         Any conversion of a Jupiters RPS under clause 6.1(a) will:

         (a)      constitute the variation of the status of, and the rights
                  attaching to, a Jupiters RPS so that it becomes an Ordinary
                  Share; and

         (b)      not constitute a cancellation, redemption or termination of a
                  Jupiters RPS, nor the issue, allotment or creation of a new
                  share.

6.4      ADJUSTMENT TO VWAP

         For the purposes of calculating VWAP in the formula in clause 6.2, in
         clause 7(b) and in the definition of Repurchase Amount:

         (a)      where, on some or all of the Business Days in the Reference
                  Period, Ordinary Shares have been quoted on ASX as cum
                  dividend or cum any other distribution or entitlement and the
                  Jupiters RPS will convert into Ordinary Shares after the date
                  those Ordinary Shares no longer carry that entitlement (EX
                  DATE), then the VWAP on the Business Days on which those
                  shares have been quoted cum dividend or cum entitlement shall
                  be reduced by an amount (CUM VALUE) equal to:

                  (1)      (in the case of a dividend or other distribution),
                           the amount of that dividend or distribution
                           including, if the dividend is franked the amount that
                           would be included in the assessable income of a
                           recipient of the dividend or distribution who is a
                           natural person under the Tax Act;

                  (2)      (in the case of an entitlement which is traded on ASX
                           on any of those Business Days), the volume weighted
                           average price of all such entitlements sold on ASX
                           during the Reference Period on the Business Days on
                           which those entitlements were traded; or

                  (3)      (in the case of an entitlement not traded on ASX
                           during the Reference Period for more than three
                           Business Days), the value of the entitlements as
                           reasonably determined by the Directors; and

         (b)      where, on some or all of the Business Days in the Reference
                  Period, Ordinary Shares have been quoted ex dividend, ex
                  distribution or ex entitlement, and the Jupiters RPS will
                  convert into Ordinary Shares which would be entitled to
                  receive the relevant dividend, distribution or entitlement,
                  the VWAP on the Business Days on which those Ordinary Shares
                  have been quoted ex dividend, ex distribution or ex
                  entitlement shall be increased by the Cum Value.

6.5      ADJUSTMENTS FOR BONUS AND RIGHTS ISSUES

         (a)      Subject to paragraphs (b) and (c) below, if the Company makes
                  a pro rata bonus issue or a rights issue of Ordinary Shares to
                  holders of Ordinary Shares generally, the Conversion Minimum
                  number and Conversion Maximum number shall be adjusted
                  immediately in accordance with the following formula:

                                          (RD + RN)
                        CN = CNo x P x-------------------
                                      (RD x P) + (RN x A)

                  Where:

                  CN       means the Conversion Minimum number and Conversion
                           Maximum number respectively applying immediately
                           after the application of this formula;

                  CNo      means the Conversion Minimum number and Conversion
                           Maximum number respectively applying immediately
                           prior to the application of this formula;

                  P        means the VWAP during the period from the first
                           Business Day after the announcement of the bonus or
                           rights issue to ASX up to and including the last
                           Business Day of trading cum rights or bonus issue;

<PAGE>

                  A        means the subscription or unit price per Ordinary
                           Share for the rights issue and is zero in the case of
                           a bonus issue;

                  RN       means the number of Ordinary Shares issued pursuant
                           to the rights or bonus issue; and

                  RD       means the number of Ordinary Shares on issue
                           immediately prior to the allotment of new Ordinary
                           Shares pursuant to the rights or bonus issue.

         (b)      No adjustment to the Conversion Minimum number or Conversion
                  Maximum number shall occur if A exceeds P.

         (c)      Paragraph (a) does not apply to Ordinary Shares issued as part
                  of a bonus share plan, employee or executive share plan,
                  executive option plan, share top up plan or a dividend
                  reinvestment plan.

6.6      ADJUSTMENTS FOR OFF MARKET BUY-BACKS

         (a)      Subject to paragraph (b) below, if the Company undertakes an
                  off market buy-back of Ordinary Shares (other than the
                  selective buy-back of Ordinary Shares subject to approval by
                  shareholders on 4 April 2002), the Conversion Minimum number
                  and Conversion Maximum number shall be adjusted immediately in
                  accordance with the following formula:

                                            (BD - BN)
                        CN = CNo x P x -----------------------
                                         (BD x P) - (BN x A)

                  Where:

                  CN       means the Conversion Minimum number and Conversion
                           Maximum number respectively applying immediately
                           after the application of this formula;

                  CNo      means the Conversion Minimum number and Conversion
                           Maximum number respectively applying immediately
                           prior to the application of this formula;

                  P        means the VWAP during the 20 Business Days prior to
                           the announcement of the Buy-Back;

                  A        means the Buy-Back price per Ordinary Share;

                  BN       means the number of Ordinary Shares bought back; and

                  BD       means the number of Ordinary Shares on issue
                           immediately prior to the Buy-Back.

         (b)      No adjustment to the Conversion Minimum number or Conversion
                  Maximum number shall occur if P exceeds A.

6.7      ADJUSTMENT FOR RETURN OF CAPITAL OR CAPITAL DISTRIBUTION

         If the Company makes a return of capital or there is a Capital
         Distribution to holders of Ordinary Shares (other than by way of a
         share buyback) the Conversion Minimum number and Conversion Maximum
         number shall be adjusted in accordance with the following formula:

                                        P
                        CN = CNo x -----------
                                     (P - C)

         Where:

         CN       means the Conversion Minimum number and Conversion Maximum
                  number respectively applying immediately after the application
                  of this formula

         CNo      means the Conversion Minimum number and Conversion Maximum
                  number respectively applying immediately prior to the
                  application of this formula

         P        means the VWAP during the period from the first Business Day
                  after the announcement of the return of capital to ASX up to
                  and including the last Business Day of trading cum the return
                  of capital; and

<PAGE>

         C        means:

                  (a)      with respect to a return of capital, the amount of
                           the cash and/or the value (as reasonably determined
                           by the Directors) of any other property distributed
                           to holders of Ordinary Shares per Ordinary Share (or
                           such lesser amount such that the difference between P
                           and C is greater than zero); and

                  (b)      with respect to a Capital Distribution, the amount of
                           such Capital Distribution as defined in clause 14.

6.8      ADJUSTMENT FOR CAPITAL RECONSTRUCTION

         If at any time the Ordinary Shares are reconstructed, consolidated,
         divided or reclassified (other than by way of a bonus issue, which is
         dealt with under clause 6.5) into a lesser or greater number of
         securities, the Jupiters RPS must, in accordance with the ASX Listing
         Rules (as they apply to the Company), be reconstructed, consolidated,
         divided or reclassified by the Directors on the same basis and the
         Issue Price (for the purpose of calculating the Dividends on the
         Jupiters RPS, the Conversion Ratio in clause 6.2, the redemption amount
         in clause 7(c) and when used in the definition of Repurchase Amount)
         shall be adjusted by the Directors as appropriate and to the extent
         that there are Outstanding Dividends, then the amount of the Dividend
         per Jupiters RPS shall also be adjusted by the Directors as
         appropriate.

6.9      ADJUSTMENT TO THE CONVERSION RATIO FOR A TAKEOVER OR SCHEME OF
         ARRANGEMENT

         In the case of conversion under clause 4.2(b) where the Trigger Event
         is a Control Event, the denominator of the formula in clause 6.2 will
         be the lesser of:

         (a)      95% of the amount calculated as follows (Offer Price):

                  (1)      in the case of an off market bid (as defined in the
                           Corporations Act) or a scheme of arrangement under
                           Part 5.1 of the Corporations Act:

                           (A)      the cash consideration offered (as at the
                                    date when the Conversion Notice is given) in
                                    respect of each Ordinary Share under the bid
                                    or scheme of arrangement; plus

                           (B)      if the consideration offered for each
                                    Ordinary Share includes any amount which is
                                    not cash, the value of the non-cash
                                    consideration as determined by an
                                    independent expert appointed by the
                                    directors (who shall act as an expert)
                                    proposed at the time of announcement of the
                                    scheme of arrangement or, in the case of a
                                    bid, at the date of the announcement or, if
                                    the non-cash consideration has been
                                    increased after announcement, the date of
                                    the most recent increase prior to the date
                                    when the Conversion Notice is given; or

                  (2)      in the case of a market bid, the cash price offered
                           under the bid as at the time when the Conversion
                           Notice is given; and

         (b)      the VWAP over the 20 Business Days immediately preceding the
                  announcement of the takeover offer or the scheme of
                  arrangement plus 75% of the amount calculated by subtracting
                  the VWAP from the Offer Price.

6.10     DISCRETION IN ADJUSTMENT OF CONVERSION MECHANISM

         Where:

         (a)      any of the adjustment provisions set out in clauses 6.4 to 6.9
                  or the number of additional Ordinary Shares to be allotted on
                  conversion of the Jupiters RPS, is not, in the reasonable
                  opinion of the Directors, appropriate in any particular
                  circumstances (including for the reason that more than one
                  adjustment provision applies to a particular occurrence); or

         (b)      the Company makes a distribution other than by way of dividend
                  in the ordinary course of business or makes a pro rata offer
                  to holders of Ordinary Shares to subscribe for, or purchase,
                  securities in any company other than the Company in a way
                  which does not, in the reasonable opinion of the Directors,
                  result in an appropriate adjustment to the Conversion Minimum
                  number or Conversion Maximum number; or

         (c)      any other event occurs in relation to the Company that may
                  have a diluting or concentrative effect on the value of the
                  Ordinary Shares, and the Directors determine that any such
                  occurrence would, in the reasonable opinion of the Directors,
                  affect the relative values of the Jupiters RPS and the
                  Ordinary Shares,

<PAGE>

         the Directors may:

         (d)      make such alterations to the Conversion Minimum number or the
                  Conversion Maximum number or the Conversion Discount as the
                  Directors reasonably consider appropriate or necessary to
                  maintain that relativity; or

         (e)      extend an entitlement to the holders of the Jupiters RPS to
                  participate in such distribution or pro rata offer based upon
                  the number of Ordinary Shares to which those holders would
                  have been entitled if their Jupiters RPS had been converted on
                  a date nominated by the Directors and adapting the formula in
                  clause 6.2 as the Directors reasonably consider appropriate to
                  maintain the relativity.

6.11     Subject to clause 6.10, if an adjustment is made under clause 6.4(a),
         and the circumstances which bring about that adjustment would also be
         such as will, in the opinion of the Directors, bring about an
         adjustment under any of clauses 6.5, 6.6, 6.7 or 6.8, the adjustment to
         the Conversion Minimum or Conversion Maximum under clauses 6.5, 6.6,
         6.7 or 6.8, shall be made immediately prior to the Conversion Date, if
         the Conversion Date is prior to the date the adjustment is made under
         clauses 6.5, 6.6, 6.7 or 6.8.

7.       REPURCHASE OF JUPITERS RPS

         (a)      The Company may, where it has given a notice pursuant to
                  clauses 5.1, 5.2, 5.3 or 5.5 that it proposes to Repurchase
                  Jupiters RPS, Repurchase the Jupiters RPS the subject of that
                  notice on the relevant Conversion Date. The consideration for
                  any Repurchase of Jupiters RPS under this clause will be the
                  Repurchase Amount plus the Outstanding Dividend amount that
                  has not been paid on the Conversion Date which may be
                  satisfied by the payment of the Outstanding Dividend to the
                  Holder.

         (b)      The Company may, where it has given a notice pursuant to
                  clause 5.4 that it proposes to Repurchase Jupiters RPS,
                  Repurchase the Jupiters RPS the subject of that notice on the
                  relevant Conversion Date. The consideration for any Repurchase
                  of Jupiters RPS under this clause will be the Conversion
                  Minimum number multiplied by VWAP during the 5 Business Days
                  prior to the Conversion Date. For the avoidance of doubt,
                  where the Repurchase occurs in accordance with this subclause
                  (b), the Holder will have no entitlement to receive any
                  Outstanding Dividend on Repurchase.

         (c)      On the Maturity Date, unless the Company has given a notice
                  pursuant to clauses 5.1 or 5.2, the Company will Repurchase by
                  way of redemption the Jupiters RPS under this clause for the
                  Issue Price plus the Outstanding Dividend amount that has not
                  been paid on the Conversion Date which may be satisfied by the
                  payment of the Outstanding Dividend to the Holder.

         (d)      Each Holder appoints the Company and each of the Directors,
                  jointly and all severally, to be the lawful attorneys of the
                  Holder to accept all offers and to execute all notices and
                  other documents necessary or desirable to effect a Repurchase
                  of Jupiters RPS pursuant to this clause 7.

8.       THIRD PARTY ACQUISITION

         (a)      The Company may, where it has given a notice pursuant to
                  clause 5.2 or clause 5.3 that it wishes to arrange for the
                  acquisition of a Jupiters RPS by a third party, procure that a
                  third party acquire the Jupiters RPS the subject of that
                  notice on the Conversion Date for a cash consideration per
                  Jupiters RPS equal to the Repurchase Amount plus the
                  Outstanding Dividend amount that has not been paid on the
                  Conversion Date which may be satisfied by the payment of the
                  Outstanding Dividend to the Holder.

         (b)      Each Holder appoints the Company and each of the Directors,
                  jointly and all severally, to be the lawful attorneys of the
                  Holder to execute all notices and other documents necessary or
                  desirable to effect a transfer of Jupiters RPS pursuant to
                  this clause 8.

9.       VOTING

9.1      NOTICE OF MEETINGS

         (a)      Holders will be entitled to receive notice of any general
                  meeting of the Company and a copy of every report, audited
                  accounts, circular or other like document sent out by the
                  Company to holders of Ordinary Shares and to attend any
                  general meeting of the Company.

<PAGE>

         (b)      Failure by the Company to provide any notice of any documents
                  referred to in paragraph (a) will not affect the validity of
                  any meeting (or any proceedings at any meeting), transaction
                  or document connected with the document which was not received
                  by a Holder.

9.2      NO GENERAL RIGHT TO VOTE

         The Holder will not be entitled to vote at a general meeting of the
         Company except in the following circumstances:

         (a)      if at the time of the meeting, a Dividend (or part of a
                  Dividend) in respect of the Jupiters RPS is in arrears or
                  there is any Outstanding Dividend in respect of the Jupiters
                  RPS;

         (b)      on a proposal to reduce the Company's share capital;

         (c)      on a resolution to approve the terms of a buy-back agreement;

         (d)      on a proposal that affects the rights attaching to a Jupiters
                  RPS;

         (e)      on a proposal to wind up the Company;

         (f)      on a proposal for the disposal of the whole of the Company's
                  property, business and undertaking;

         (g)      during the winding up of the Company; or

         (h)      as otherwise required under ASX Listing Rules from time to
                  time,

         in which case the Holders will have the same rights as to manner of
         attendance and as to voting in respect of each Jupiters RPS as those
         conferred on holders of Ordinary Shares in respect of each Ordinary
         Share.

9.3      VOTING AT GENERAL MEETINGS

         At a general meeting of the Company, where Holders are entitled to vote
         pursuant to clause 9.2, Holders are entitled:

         (a)      on a show of hands, to exercise one vote; and

         (b)      on a poll, to one vote for each fully paid Jupiters RPS.

10.      PARTICIPATION IN NEW ISSUES

         Prior to a conversion of a Jupiters RPS in accordance with clause 6, a
         Jupiters RPS will confer no rights on its Holder to subscribe for new
         securities of the Company or to participate in any bonus issues of the
         Company.

11.      ENTITLEMENT AND RANKING

11.1     RANKING

         Other than as expressly contemplated by these Terms and Conditions,
         Jupiters RPS rank equally amongst themselves in all respects.

11.2     PRIORITY OVER ORDINARY SHARES

         Jupiters RPS rank in priority to Ordinary Shares for the payment of
         Dividends. If there is a return of capital on a winding up of the
         Company, the holders of Jupiters RPS will be entitled to receive out of
         the assets of the Company available for distribution to holders of
         Ordinary Shares, in respect of each Jupiters RPS held, a sum equal to
         the Repurchase Amount before any return of capital is made to holders
         of Ordinary Shares or any other class of shares ranking behind the
         Jupiters RPS.

11.3     SHORTFALL ON A WINDING UP

         If, upon such return of capital, there are insufficient funds to pay in
         full the amounts referred to in clause 11.2 and the amounts payable in
         respect of any other shares or securities in the Company ranking as to
         such distribution equally with Jupiters RPS on a winding up, then the
         holders of Jupiters RPS and the holders of any such other shares or
         securities will share in any distribution of assets of the Company in
         proportion to the amounts to which they respectively are entitled.

<PAGE>

11.4     PARTICIPATION IN SURPLUS ASSETS

         Jupiters RPS do not confer on their Holders any further right to
         participate in the surplus assets or profits of the Company on a
         winding up.

11.5     RANKING ON CONVERSION

         The Ordinary Shares arising upon conversion of Jupiters RPS shall from
         the Conversion Date rank pari passu in all respects with all other
         Ordinary Shares then on issue.

11.6     ISSUE OF FURTHER JUPITERS RPS

         The Company reserves the right to issue further Jupiters RPS which rank
         equally with the existing Jupiters RPS in respect of dividends or
         distributions of capital on a winding up.

         The issue of any other preference shares, which rank in priority to
         Jupiters RPS in respect of dividends or distributions of capital in a
         winding up constitutes a variation of the rights attaching to Jupiters
         RPS (refer clause 13).

12.      QUOTATION

         The Company will apply for official quotation on the Official List of
         ASX of Jupiters RPS and of any Ordinary Shares as a result of a
         conversion pursuant to clause 6.

13.      VARIATION OF TERMS AND CONDITIONS

13.1     In accordance with clause 9 of the Company's Constitution the Terms and
         Conditions may be varied in accordance with the procedure set out
         below.

13.2     Other than in accordance with clause 13.6, the Terms and Conditions may
         be varied, modified abrogated or altered in any way:

         (a)      with the approval of an ordinary resolution of the Holders at
                  a separate meeting of Holders convened for that purpose; or

         (b)      with the written approval of the Holders of at least 50% of
                  the Jupiters RPS.

13.3     All the provisions of the Corporations Act and the Company's
         Constitution as to resolutions and general meetings shall be deemed to
         apply mutatis mutandis to every such resolution and meeting.

13.4     The accidental omission to give notice to, or the non-receipt of notice
         by any Holder does not invalidate any provision of these Terms and
         Conditions relating to the giving of notice to Holders or the
         proceedings at any meeting of Holders.

13.5     Any variation to the Terms and Conditions proposed by the Company in
         accordance with this clause and approved by the Holders is binding on
         all Holders.

13.6     Subject to complying with all applicable laws, the Company may without
         the authority, assent or approval of the Holders amend or add to these
         terms of issue if such amendment or addition is, in the opinion of the
         Company:

         (a)      of a formal, minor or technical nature;

         (b)      made to correct a manifest error; or

         (c)      not likely (taken as a whole and in conjunction with all other
                  modifications, if any, to be made contemporaneously with that
                  modification) to be materially prejudicial to the interests of
                  the Holders.

14.      NOTICES

14.1     A notice is taken to be given by the Company for the purpose of these
         Terms and Conditions when it is mailed in a prepaid envelope to an
         address, or sent to a fax number or electronic address, permitted by
         the Company's constitution, irrespective of when it is actually
         received by the Holder. This clause does not limit the means by which
         the Company may serve notices on the Holder.

14.2     A notice is taken to be given by the Holder for the purposes of these
         Terms and Conditions when it is received by the Company.

<PAGE>

15.      DEFINITIONS AND INTERPRETATION

15.1     DEFINITIONS

         In these Terms and Conditions:

         "ADDITIONAL AMOUNT" has the meaning given to that term in clause 2.2;

         "ASX" means Australian Stock Exchange Limited or any successor body;

         "ASX BUSINESS RULES" means the business rules of ASX as amended or
         replaced from time to time;

         "ASX LISTING RULES" means the listing rules of ASX as amended or
         replaced from time to time;

         "BONUS ISSUE" means a pro rata issue made to holders of Ordinary Shares
         of any Securities credited as fully paid by way of capitalisation of
         profits, reserves or otherwise, but excluding any issue of securities
         made either in lieu of a cash payment or as a dividend under the
         constitution of the Company;

         "BONUS SECURITIES" means Securities issued under a Bonus Issue;

         "BUSINESS DAY" has the meaning given to that term in the ASX Listing
         Rules;

         "CAPITAL DISTRIBUTION" is the amount by which the sum of all dividends
         per Ordinary Share paid by the Company in respect of a financial year
         exceeds the relevant amount shown below for that financial year or part
         financial year as applicable:

<TABLE>
<S>                        <C>
30 June 2002               $0.20
30 June 2003               $0.24
30 June 2004               $0.29
30 June 2005               $0.35
30 June 2006               $0.42
30 June 2007               $0.50
</TABLE>

         "COMPANY" means Jupiters Ltd (ABN 78 010 741 045);

         "CONTROL EVENT" means:

         (a)      a takeover bid (as defined in the Corporations Act) is made to
                  acquire all or some of the Ordinary Shares and the offer is,
                  or becomes, unconditional; and

                  (i)      the bidder has at any time during the offer period, a
                           relevant interest in more than 50% of the Ordinary
                           Shares on issue; or

                  (ii)     the Directors issue a statement recommending
                           acceptance of the offer;

         (b)      the Company lodges with ASIC a draft explanatory statement for
                  a scheme of arrangement that the Company proposes to enter
                  into under Part 5.1 of the Corporations Act, which, if
                  approved and implemented, will result in a person having a
                  relevant interest in more than 50% of the Ordinary Shares that
                  will be on issue after the scheme is implemented, and either
                  the Company releases to the market an opinion from an
                  independent expert that the proposed scheme is fair and
                  reasonable or the scheme is approved by the Court.

         "CONVERSION DATE" means:

         (a)      subject to paragraphs (b), (c) and (d), on or prior to the
                  Reset Date, in relation to each Jupiters RPS which is the
                  subject of a Conversion Notice under clause 4.1 or a notice
                  under clauses 5.1 or 5.2, the Reset Date;

         (b)      in relation to each Jupiters RPS which is the subject of a
                  Conversion Notice under clause 4.2(b), a date being 50
                  Business Days after the notification of a Trigger Event; or

         (c)      in relation to each Jupiters RPS which is the subject of a
                  Conversion Notice under clause 4.3 (Special Conversion Right),
                  a date being the last Business Day of the month following the
                  month in which the Conversion Notice is received by the
                  Company;

         (d)      in relation to each Jupiters RPS which is the subject of a
                  notice under clause 5.4, the next occurring Dividend Payment
                  Date; or

         (e)      in relation to each Jupiters RPS which is outstanding at the
                  Maturity Date, the Maturity Date.

         "CONVERSION DISCOUNT" means 5%, as adjusted in accordance with clause
         6.10;

<PAGE>

         "CONVERSION MAXIMUM" means:

         (a)      in relation to the Jupiters RPS until the Reset Date, 200;

         (b)      after the Reset Date, in relation to Jupiters RPS, the number
                  specified as such in the Reset Notice (or as determined under
                  clause 3.2(b)),

         in each case as adjusted in accordance with clauses 6.5, 6.6, 6.7, 6.8
         and 6.10.

         "CONVERSION MINIMUM" means:

         (a)      until the Reset Date in relation to the Jupiters RPS means:

                  (i)      when used in the definition of Repurchase Amount and
                           clause 7(b), 15.5324; and

                  (ii)     when used in clause 6.2 and clause 4.3(a), 15.5324
                           divided by (1 - Conversion Discount); and

         (b)      after the Reset Date in relation to the Jupiters RPS, the
                  number or numbers specified as such in the Reset Notice (or as
                  determined under clause 3.2(b)),

         in each case as adjusted in accordance with clauses 6.5, 6.6, 6.7, 6.8
         and 6.10;

         "CONVERSION NOTICE" means a notice from a Holder that requires the
         Company to convert the number of Jupiters RPS specified in the notice
         into Ordinary Shares, in such a form as the Directors may from time to
         time approve, given under clause 4.1, clause 4.2 or clause 4.3;

         "CONVERSION RATIO" means the amount calculated in accordance with
         clause 6.2;

         "DIRECTORS" means the directors of the Company;

         "DIVIDEND" means a dividend in respect of each Jupiters RPS;

         "DIVIDEND PAYMENT DATE" means:

         (a)      until the Reset Date in relation to all Jupiters RPS, 9
                  October and 9 April and the Conversion Date if this is not
                  already a Dividend Payment Date (other than a Conversion Date
                  relating to the exercise of a Special Conversion Right under
                  clause 4.3); and

         (b)      after the Reset Date, in relation to the Jupiters RPS, the
                  dates set out in the Reset Notice as the "Dividend Payment
                  Dates", applicable to the Jupiters RPS (or as determined under
                  clause 3.2(c)),

         or where such date is not a Business Day, the next occurring Business
         Day following that date;

         "DIVIDEND PAYMENT TEST" has the meaning given to it in clause 2.3.

         "DIVIDEND RATE" means:

         (a)      until the Reset Date, the higher of 8.15% per annum, and the
                  Swap Rate prevailing on the date the Jupiters RPS are allotted
                  plus a margin of 1.79%; and

         (b)      from the Reset Date, in relation to the Jupiters RPS, the rate
                  set out in the Reset Notice as the "Dividend Rate" applicable
                  to the Jupiters RPS (or as determined under clause 3.2(a));

         "GOVERNMENTAL AGENCY" means a government or a governmental,
         semi-governmental, administrative, fiscal or judicial body, department,
         commission, authority, tribunal, agency or entity;

         "GST" has the meaning given in the A New Tax System (Goods and Services
         Tax) Act 1999 (Cth) as amended from time to time;

         "HOLDER" means a person whose name is for the time being registered in
         the Register as the Holder of the Jupiters RPS;

         "ISSUE DATE" means the date of issue of a Jupiters RPS;

         "ISSUE PRICE" means $100.00;

         "JUPITERS RESET PREFERENCE SHARE" or " JUPITERS RPS" means a reset
         preference share issued in accordance with these Terms and Conditions;

         "MATURITY DATE" means 6 April 2012;

         "OUTSTANDING DIVIDEND" means, at any time while there are Jupiters RPS
         on issue, a dividend equal to all Dividends that have not been paid by
         the Company to Holders including unpaid

<PAGE>

         Dividends and Additional Amounts. In addition, where the Conversion
         Date is as set out in paragraph (b), (c) or (e) of the definition of
         Conversion Date, the Outstanding Dividend will be increased to reflect
         the accrued amount until the Conversion Date (calculated in accordance
         with the formula in clause 2.1 for the period to the Conversion Date
         where "Conversion Date" is substituted for "current Dividend Payment
         Date" in the definition of "D" and with any Additional Amount for the
         period calculated under clause 2.2 on the same basis). Where the
         Outstanding Dividend is for purposes of a return of capital on a
         winding up, the Outstanding Dividend will be increased to reflect the
         accrued amounts to the date of the commencement of the winding up
         (calculated in accordance with the formula in clause 2.1 for the period
         to the date of commencement of winding up with that date substituted
         for "current Dividend Payment Date" in the definition of "D" and with
         any Additional Amount for that period calculated under clause 2.2 on
         the same basis);

         "ORDINARY SHARE" means a fully paid ordinary share in the capital of
         the Company;

         "RECORD DATE" in relation to a Dividend means the date on which the
         books of the Company close for Jupiters RPS Holders in respect of that
         Dividend;

         "REFERENCE PERIOD" means the period referred to in clause 6.2;

         "REGISTER" means the register of Jupiters RPS maintained by the Company
         and includes any sub-register established under the Clearing House
         Electronic Sub-Register System (as defined in the ASX Listing Rules);

         "RELATED BODY CORPORATE" of a body corporate means another body
         corporate which is related to the first within the meaning of section
         50 of the Corporations Act;

         "REPURCHASE" in relation to a Jupiters RPS, means buy-back, redeem or
         cancel the Jupiters RPS in any manner permitted by law;

         "REPURCHASE AMOUNT" means the greater of the Issue Price, (except in
         the case of a Trigger Event comprising a Control Event, in which case
         it is the Issue Price plus 25% of the Conversion Minimum multiplied by
         the Offer Price after subtracting the VWAP over the 20 Business Days
         immediately preceding the announcement of the takeover or scheme of
         arrangement), or VWAP during the 20 Business Days preceding the
         Conversion Date multiplied by the Conversion Minimum;

         "RESET DATE" means 9 April 2007;

         "RESET NOTICE" means, in relation to a Jupiters RPS, a notice issued by
         the Company in accordance with clause 3.1;

         "RESET PERIOD" in relation to a Jupiters RPS, means the period from the
         Reset Date relating to that Jupiters RPS to the Maturity Date relating
         to that Jupiters RPS;

         "SPECIAL CONVERSION RIGHT" means conversion by the Holder in accordance
         with the right set out in clause 4.3;

         "SWAP RATE" means rate expressed as a percentage per annum calculated
         as the average of the mid-point of the quoted average five year swap
         reference rates at three pre-determined times on Reuters page CMBE (or
         any page which replaces that page) on the relevant date;

         "TAX ACT" means:

         (a)      the Income Tax Assessment Act 1936 or the Income Tax
                  Assessment Act 1997 as the case may be as amended;

         (b)      any other Act setting the rate of income tax payable; and

         (c)      any regulation promulgated thereunder;

         "TAX EVENT" means if the Directors resolve on reasonable grounds
         (having obtained an opinion from reputable legal counsel or tax
         adviser) that a change in any taxation law, interpretation or ruling
         issued by any relevant governmental body has occurred (or is announced)
         and that change may result in Jupiters being denied a tax deduction for
         payments on the Jupiters RPS;

         "TERMS AND CONDITIONS" means these terms and conditions of issue;

         "TRIGGER EVENT" means any one of the following events:

         (a)      a Dividend otherwise required to be paid under clause 2.1 is
                  not paid in full and/or an Additional Amount required to be
                  paid under clause 2.2 is not paid in full (only applies where
                  the Dividend Payment Test is satisfied);

         (b)      the Company resolves in general meeting that it be wound up;

<PAGE>

         (c)      the appointment of a provisional liquidator to the Company;

         (d)      the making of an order by a Court for the winding up of the
                  Company (other than to effect a solvent reconstruction);

         (e)      an administrator of the Company is appointed under sections
                  436A, 436B or 436C of the Corporations Act;

         (f)      the Company executes a deed of company arrangement;

         (g)      the Ordinary Shares or Jupiters RPS are suspended from trading
                  on ASX for more than 20 successive Business Days;

         (h)      the Company announces its intention to sell all or
                  substantially all of its business undertaking or assets (other
                  than to effect a solvent reconstruction);

         (i)      a Control Event occurs; or

         (j)      the Company does not Repurchase the Jupiters RPS on the
                  Maturity Date in accordance with clause 7(c);

         "VWAP" means the average of the daily volume weighted average sale
         price of Ordinary Shares sold on ASX during the relevant period or on
         the relevant days but does not include any transaction defined in the
         ASX Business Rules as "special" crossings prior to the commencement of
         normal trading, crossings during the after hours adjust phase nor any
         overseas trades or the exercise of options over Ordinary Shares.

16.      CALCULATION OF VWAP POST-CESSATION OF TRADING

16.1     APPLICATION OF THIS CLAUSE

         The provisions of this clause 16 apply notwithstanding any other clause
         of these Terms and Conditions and override such other clauses to the
         extent of any inconsistency.

16.2     DEEMED VALUE FOR VWAP

         In these Terms and Conditions, where a provision (including a defined
         term) refers to a VWAP over a particular number of Business Days
         preceding a Conversion Date, and where the Ordinary Shares are not
         trading on ASX during that period, (for whatever reason, including, but
         not limited to suspension from trading) the relevant VWAP will be
         deemed to be the VWAP calculated over the corresponding number of
         Business Days immediately preceding the date on which the Ordinary
         Shares last traded on ASX (subject to any adjustments required pursuant
         to clause 6.4), unless, having considered the matter, the Directors
         reasonably consider that that value is inappropriate in the
         circumstances in which case the VWAP will be deemed to be a value
         determined by the Directors to be appropriate. In making each such
         determination the Directors are to have regard to the purpose of VWAP
         in the relevant provision in these Terms and Conditions.