<PAGE>

                                                                  Deed of Charge

                                           Lihir Australian Holdings Pty Limited
                                 Australia and New Zealand Banking Group Limited

                                                    BALLARAT GOLDFIELDS FACILITY

                                                                Riverside Centre
                                                                123 Eagle Street
                                                               Brisbane QLD 4000
                                                                       Australia
                                                              Tel 61 7 3334 3000
                                                              Fax 61 7 3334 3444
                                                                  www.aar.com.au

                                       (C) Copyright Allens Arthur Robinson 2006

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Deed of Charge                                 Allens Arthur Robinson [LOGO]

TABLE OF CONTENTS

<TABLE>
<S>                                                                             <C>
1.  DEFINITIONS AND INTERPRETATION                                               1
    1.1  Definitions                                                             1
    1.2  Facility Agreement definitions                                          5
    1.3  Interpretation                                                          5
    1.4  Document or agreement                                                   6

2.  CHARGE                                                                       6
    2.1  Charge                                                                  6
    2.2  Prospective liability                                                   6
    2.3  Increase in prospective liability                                       7

3.  NATURE OF CHARGE                                                             7
    3.1  Priority                                                                7
    3.2  Nature of charge                                                        7
    3.3  Dealing with Mortgaged Property                                         8
    3.4  Enter into CHESS Sponsorship Collateral Agreement                       8
    3.5  Crystallisation                                                         8
    3.6  De-crystallisation                                                      9
    3.7  Dealing with proceeds                                                   9
    3.8  Uncertificated Securities                                              10

4.  UNDERTAKINGS                                                                11

5. LIMITED RECOURSE                                                             11
    5,1  Limit and release                                                      11
    5.2  Exceptions                                                             12
    5.3  Unrestricted remedies                                                  12
    5.4  Restricted remedies                                                    12

6.  FURTHER ASSURANCES                                                          13
    6.1  Further assurances                                                     13
    6.2  Legal or statutory mortgage                                            13
    6.3  Title documents                                                        13

7.  APPOINTMENT OF CONTROLLER                                                   13
    7.1  Appointment                                                            13
    7.2  Agent of Mortgagor                                                     14
    7.3  Receiver's powers                                                      14
    7.4  Receiver appointed after commencement of Liquidation                   16
    7.5  Powers exercisable by the Mortgagee                                    17
    7.6  Withdrawal                                                             17

8.  POWER OF ATTORNEY                                                           17

9.  COMPLETION OF BLANK SECURITIES                                              17

10. PERFORMANCE OF MORTGAGOR'S OBLIGATIONS                                      18

11. INSPECTION                                                                  18

12. STATUTORY POWERS                                                            18
    12.1 Powers in augmentation                                                 18
</TABLE>

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Deed of Charge                                     Allens Arthur Robinson [LOGO]

<TABLE>
<S>                                                                <C>
    12.2 Leasing                                                   18
    12.3 Notice not required                                       18

13. APPLICATION OF MONEY RECEIVED                                  19
    13.1 Order                                                     19
    13.2 Money actually received                                   19
    13.3 Amounts contingently due                                  20
    13.4 Notice of subsequent Security Interests                   20
    13.5 Conversion of currencies on application                   20

14. OTHER SECURITY INTERESTS OVER MORTGAGED PROPERTY               20

15. PROTECTION OF MORTGAGEES, CONTROLLERS AND ATTORNEYS            21

16. PROTECTION OF THIRD PARTIES                                    21
    16.1 No enquiry                                                21
    16.2 Receipt                                                   22

17. INTEREST ON OVERDUE AMOUNTS                                    22
    17.1 Accrual and payment                                       22
    17.2 Rate                                                      22

18. CERTIFICATE AS TO AMOUNT OF SECURED MONEY                      22

19. SURVIVAL OF OBLIGATIONS                                        22

20. CONTINUING SECURITY                                            23

21. OTHER SECURITIES                                               23

22. WAIVERS, REMEDIES CUMULATIVE                                   23

23. CONSENTS AND OPINION                                           23

24. SEVERABILITY OF PROVISIONS                                     23

25. MORATORIUM LEGISLATION                                         24

26. ASSIGNMENTS                                                    24

27. NOTICES                                                        24

28. AUTHORISED OFFICERS                                            24

29. GOVERNING LAW AND JURISDICTION                                 25

30. THIRD PARTY PROVISIONS                                         25
    30.1 Security not to be affected                               25
    30.2 Principal and independent obligation                      26
    30.3 No marshalling                                            26
    30.4 No competition                                            26
    30.5 Suspense account                                          26
    30.6 Rescission of payment                                     27
    30.7 Variation                                                 27
    30.8 Indemnity                                                 27

31. SET-OFF                                                        28

32. COUNTERPARTS                                                   28

33. ACKNOWLEDGMENT BY MORTGAGOR                                    28

SCHEDULE                                                           29
       Notice Details                                              29
</TABLE>

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Deed of Charge                                      Allens Arthur Robinson[LOGO]

DATE  19 OCTOBER 2006

PARTIES

   1.   LIHIR AUSTRALIAN HOLDINGS PTY LIMITED ACN 121 554 443 of Level 9, 500
        Queen Street, Brisbane, Australia (the Mortgagor).

   2.   AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED ABN 11 005 357 522,
        having an office at Level 17, 530 Collins Street, Melbourne, Australia
        (the MORTGAGEE).

RECITALS

   A    From time to time the Mortgagor may wish the Mortgagee to provide
        financial accommodation to or for the account of the Mortgagor.

   B    This Deed is given to secure repayment of that accommodation, among
        other things.

IT IS AGREED as follows.

   1.    DEFINITIONS AND INTERPRETATION

   1.1   DEFINITIONS

      The following definitions apply unless the context requires otherwise.

      AGENT means any person appointed as the Mortgagee's agent under this Deed
      or any Collateral Security.

      ANZ NOMINEES means ANZ Nominees Limited ABN 96 005 357 568 and includes:

      (a)   any body of which ANZ Nominees is a successor or transferee;

      (b)   if ANZ Nominees is reconstituted or amalgamated with any body - the
            new person formed; and

      (c)   a person to which some or all of ANZ Nominees' business is
            transferred.

      ANZ NOMINEES' COSTS means any fees, costs and expenses which ANZ Nominees
      has incurred or will incur:

      (a)   in transferring and maintaining the Mortgaged Property;

      (b)   in connection with investigating, protecting or defending the title
            to the Mortgaged Property;

      (c)   in connection with any transaction under or relating to this Deed or
            the Mortgaged Property; or

      (d)   as a result of exercising, trying to exercise or not exercising its
            rights under a law or under this charge,

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Deed Of Charge                                      Allens Arthur Robinson[LOGO]

      and they include:

      (e)   ANZ Nominees' charges and commissions;

      (f)   any stamp duty, financial institutions duty, bank account debit tax
            or other tax or duty on this Deed or on any transaction under or
            relating to this Deed or the Mortgaged Property;

      (g)   the fees and expenses of any consultant engaged by ANZ Nominees for
            any purpose relating to this Deed or the Mortgaged Property;

      (h)   the cost of time spent by any ANZ Nominees' officer; and

      (i)   ANZ Nominees' legal costs on a full indemnity basis.

      ATTORNEY means any attorney appointed under this Deed or any Collateral
      Security.

      AUTHORISATION INCLUDES:

      (a)   any consent, authorisation, registration, filing, lodgement,
            agreement, notarisation, certificate, permission, licence, approval,
            authority or exemption from, by or with a Government Agency; or

      (b)   in relation to anything which will be fully or partly prohibited or
            restricted by law if a Government Agency intervenes or acts in any
            way within a specified period after lodgement, filing, registration
            or notification, the expiry of that period without intervention or
            action.

      AUTHORISED OFFICER MEANS:

      (a)   in respect of the Mortgagor, any director or secretary, or any
            person from time to time nominated as an Authorised Officer by the
            Mortgagor by a notice to the Mortgagee accompanied by certified
            copies of signatures of all new persons so appointed; and

      (b)   in respect of the Mortgagee, any person whose title or acting title
            includes the word Chief, Counsel, Executive, Head, Manager, Director
            or President or cognate expressions, or any secretary or director.

      CHESS SPONSORSHIP COLLATERAL AGREEMENT means an agreement between the
      Mortgagee, the Mortgagor and a broker participant or non-broker
      participant acceptable to the Mortgagee (which would include ANZ Nominees)
      in relation to dealing with the Shares issued pursuant to the Private
      Placement and the Merger.

      COLLATERAL SECURITY means any Security Interest, Guarantee or other
      document or agreement at any time created or entered into as security for
      any Secured Money.

      CONTROLLER means a Receiver or Agent.

      FACILITY AGREEMENT means the Facility Agreement dated on or about the date
      of this Deed between the Mortgagor and the Mortgagee.

 FINANCE DOCUMENT means:

      (a)   this Deed;

      (b)   the Facility Agreement;

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Deed Of Charge                                      Allens Arthur Robinson[LOGO]

      (c)   any Collateral Security;

      (d)   the CHESS Sponsorship Collated Agreement;

      (e)   the Tranche A CHESS Agreement; and

      (f)   a document or agreement entered into or provided under or in
            connection with, or for the purpose of amending or novating, any of
            the above.

      It includes a written undertaking by or to a party or its lawyers under or
      in relation to any of the above.

      INTELLECTUAL PROPERTY means any intellectual or industrial property
      including:

      (a)   a patent, trade mark or service mark, copyright, registered design,
            trade secret or confidential information; or

      (b)   a licence or other right to use or to grant the use of any of the
            above or to be the registered proprietor or user of any of the
            above.

      LEASE means an agreement under which an asset may be used, exploited,
      operated or managed by a person other than the owner. It includes a lease,
      licence, charter, hire purchase or hiring arrangement.

      LIQUIDATION includes receivership or other appointment of a controller,
      deregistration, compromise, deed of arrangement, amalgamation,
      administration, reconstruction, winding up, dissolution, assignment for
      the benefit of creditors, arrangement or compromise with creditors or
      bankruptcy.

      MARKETABLE SECURITY has the meaning given to securities in s92(3) of the
      Corporations Act 2001, but also includes:

      (a)   an undertaking referred to in the exceptions in paragraph (a), (b)
            and (d) of the definition of debenture in the Corporations Act 2001;

      (b)   a unit or other interest in a trust or partnership;

      (c)   a negotiable instrument; and

      (d)   a right or an option in respect of a Marketable Security, whether
            issued or unissued including any of the above.

      MERGER means the merger proposed in the Merger Implementation Agreement.

      MERGER IMPLEMENTATION AGREEMENT means the agreement between the Mortgagor
      and the Target Company relating to the implementation of the merger
      proposed between the Mortgagor and the Target Company, in the form of the
      draft last given to the Mortgagee prior to the execution of this Deed, or
      any other basis of merger relating to the Target Company which is
      acceptable to the Mortgagee.

      MORTGAGED PROPERTY means the property mortgaged or charged under this Deed
      or any Collateral Security.

      NOMINATED ACCOUNT means any bank account opened by the Mortgagor before or
      after the execution of this Deed at the request of the Mortgagee, at a
      bank and branch of the Mortgagee specified by the Mortgagee and, if no
      such account is specified, an account with the Mortgagee.

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Deed of Charge                                     Allens Arthur Robinson [LOGO]

      POWER means a power, right, authority, discretion or remedy which is
      conferred on the Mortgagee, any Controller or any Attorney:

      (a)   by this Deed or any Collateral Security; or

      (b)   by law in relation to this Deed or any Collateral Security.

      PRIVATE PLACEMENT means the purchase of 149 million newly issued fully
      paid up ordinary Shares in the Target Company by the Mortgagor pursuant to
      the Share Subscription Agreement.

      RECEIVER means a receiver or receiver and manager appointed under this
      Deed or any Collateral Security.

      SECURED MONEY means all money which the Mortgagor (whether alone or not)
      is or at any time may become actually or contingently liable to pay to or
      for the account of the Mortgagee (whether alone or not) for any reason
      whatever under or in connection with a Finance Document.

      It includes money by way of principal, interest, fees, costs, indemnity,
      Guarantee, charges, duties or expenses, or payment of liquidated or
      unliquidated damages under or in connection with a Finance Document, or as
      a result of a breach of or default under or in connection with, a Finance
      Document.

      It also includes money that the Mortgagor would have been liable to pay
      but for its Liquidation, or some other reason.

      SHARE means any share in the Target Company.

      SHARE SUBSCRIPTION AGREEMENT means the agreement relating to the
      subscription for Shares by the Mortgagor, in the form of the last draft
      given to the Mortgagee prior to the execution of this Deed, or any other
      agreement relating to the subscription of Shares by the Mortgagor in form
      and substance acceptable to the Mortgagee.

      TARGET COMPANY means Ballarat Goldfields NL ACN 006 245 441

      TAX Includes any tax, levy, impost, deduction, charge, rate, duty,
      compulsory loan or withholding which is levied or imposed by a Government
      Agency, and any related interest, penalty, charge, fee or other amount.

      TRANCHE A CHESS AGREEMENT means an undertaking by the Target Company in a
      form acceptable to the Mortgagee that all Shares to be issued under or
      pursuant to the Private Placement will be immediately listed in CHESS on
      the date of issue with a broker participant or non-broker participant
      acceptable to the Mortgagee (which would include ANZ Nominees).

      UNCERTIFICATED SECURITY means a share or security which, for the purposes
      of trading on the Australian Stock Exchange, is an Uncertificated security
      and includes a share or other security which is:

      (a)   registered in a subregister maintained by ASX Settlement and
            Transfer Corporation Pty Ltd under CHESS;

      (b)   registered in a subregister maintained by the issuer of the share or
            other security under CHESS; or

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Deed of Charge                                     Allens Arthur Robinson [LOGO]

      (c)   registered under the Flexible Accelerated Security Transfer System
            established under the business rules and listing rules of Australian
            Stock Exchange Limited.

      UNPAID CAPITAL means any uncalled or unpaid share capital or premiums of
      the Mortgagor.

1.2   FACILITY AGREEMENT DEFINITIONS

      Definitions in the Facility Agreement apply in this Deed unless the
      context requires otherwise or the relevant term is defined in this Deed.

1.3   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 the converse.

      (b)   A gender includes all genders.

      (c)   Where 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, annexure or schedule is a reference to a
            clause of, or annexure or schedule to, this Deed.

      (f)   A reference to a party to this Deed or another agreement or document
            includes the party's successors and permitted substitutes or
            assigns.

      (g)   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.

      (h)   A reference to WRITING includes a facsimile transmission and any
            means of reproducing words in a tangible and permanently visible
            form.

      (i)   A reference to CONDUCT includes an omission, statement or
            undertaking, whether or not in writing.

      (j)   The meaning of terms is not limited by specific examples introduced
            by INCLUDING, or for example, or similar expressions.

      (k)   A reference to an ASSET includes any real or personal, present or
            future, tangible or intangible property or asset (including
            Intellectual Property) and any right, interest, revenue or benefit
            in, under or derived from the property or asset.

      (1)   An Event of Default SUBSISTS until it has been waived in writing by
            the Mortgagee or cured to the satisfaction of the Mortgagee (acting
            reasonably) before action is taken in respect of it.

      (m)   A reference to an amount for which a person is CONTINGENTLY LIABLE
            includes an amount which that person may become actually or
            contingently liable to pay if a contingency occurs, whether or not
            that liability will actually arise.

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Deed of Charge                                     Allens Arthur Robinson [LOGO]

      (n)   Nothing in this Deed is to be interpreted against a party on the
            ground that the party put it forward.

1.4   DOCUMENT OR AGREEMENT

      A reference to:

      (a)   an AGREEMENT includes a Security Interest, Guarantee, undertaking,
            deed, agreement or legally enforceable arrangement whether or not in
            writing; and

      (b)   a DOCUMENT includes an agreement (as so defined) in writing or a
            certificate, notice, instrument or document.

      A reference to a specific agreement or document includes it as amended,
      novated, supplemented or replaced from time to time, except to the extent
      prohibited by this Deed.

2.    CHARGE

2.1   CHARGE

      (a)   The Mortgagor charges to the Mortgagee, all its present and future
            assets and undertaking including Unpaid Capital.

      (b)   The charge secures the due and punctual payment of the Secured
            Money.

      (c)   The charge is given in consideration of the Mortgagee entering the
            Finance Documents, providing or continuing advances or financial
            accommodation from time to time, or both, and for other valuable
            consideration received.

2.2   PROSPECTIVE LIABILITY

      (a)   Subject to clause 2.3 (INCREASE IN PROSPECTIVE LIABILITY), for the
            purpose of the Corporations Act 2001 the maximum prospective
            liability (as defined in the Corporations Act 2001) secured by this
            Deed is AS 100,000,000 or its equivalent but this clause does not
            limit the amount of actual liability at any time secured by or
            recoverable under this Deed.

      (b)   In addition to that prospective liability, this Deed also secures a
            prospective liability (as defined in the Corporations Act 2001) of
            an unspecified amount, being all other money which may become due or
            owing or payable to the Mortgagee under this Deed and, except for
            the purposes of s282(3) of the Corporations Act 2001, this Deed is
            not in any way limited to the amount in paragraph (a).

      (c)   The nature of that prospective liability is advances, interest,
            fees, costs, indemnities and other amounts included in the
            definition of Secured Money.

      (d)   Despite any other provision of this Deed the total principal amount
            recoverable under this Deed is limited to AS 100,000,000. In this
            clause PRINCIPAL AMOUNT includes amounts payable with respect to any
            principal amount under or in respect of any Guarantee or indemnity.
            It excludes amounts of or with respect to interest, Tax, fees,
            charges, costs and expenses and any amount payable under clause 14
            (OTHER SECURITY INTERESTS OVER MORTGAGED PROPERTY) and any similar
            provision.

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Deed of Charge                                     Allens Arthur Robinson [LOGO]

2.3   INCREASE IN PROSPECTIVE LIABILITY

      From time to time, the Mortgagee may lodge a notice under s268(2) of the
      Corporations Act 2001 on behalf of the Mortgagor specifying an increase in
      the maximum prospective liability secured by this Deed. From the date of
      lodgement the sum specified in clause 2.2 (PROSPECTIVE LIABILITY) will be
      taken to be varied to the sum specified in the notice.

3.    NATURE OF CHARGE

3.1   PRIORITY

      The charge is a first charge and takes priority over all other Security
      Interests except as mandatorily preferred by law.

3.2   NATURE OF CHARGE

      The charge operates:

         (a) as a fixed charge as regards al! present and future:

            (i)   freehold and leasehold property or any other interest in real
                  property;

            (ii)  Unpaid Capital;

            (iii) machinery (other than stock-in-trade), plant or any item of
                  equipment;

            (iv) insurance policies, and all the proceeds of those policies;

            (v)   books of account, registers, minute books, statements,
                  invoices, accounting and other records (including those
                  recorded electronically) and all software;

            (vi)  interests in any partnership;

            (vii) Intellectual Property and goodwill;

            (viii) Marketable Securities including, without limitation, Shares
                  acquired by the Mortgagor in the Target Company;

            (ix)  Authorisations;

            (x)   documents and agreements of any kind;

            (xi)  book and other debts and the proceeds of those debts (other
                  than proceeds which may be dealt with by the Mortgagor under
                  clause 3.7(a) (DEALING WITH PROCEEDS));

            (xii) accounts opened in the name of the Mortgagor or for the
                  benefit of the Mortgagor under any Finance Document (including
                  any Nominated Accounts);

            (xiii) other assets that are not acquired for disposal in the
                  ordinary course of the Mortgagor's business,

            and all right, title and interest of the Mortgagor in, under or
            derived from, the above (except as expressly provided); and

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Deed of Charge                                     Allens Arthur Robinson [LOGO]

      (b)   subject to clause 3.5 (CRYSTALLISATION), as a floating charge only
            as regards all other assets charged.

      All sub-paragraphs of paragraph (a) are to be construed independently.
      None limits the generality of any other.

3.3   DEALING WITH MORTGAGED PROPERTY

      (a)   Except with the prior written consent of the Mortgagee or as
            expressly permitted in any Finance Document, and subject to clause
            3.4 (ENTER INTO CHESS SPONSORSHIP COLLATERAL AGREEMENT), the
            Mortgagor shall not:

            (i)   create or allow to exist any Security Interest over any
                  Mortgaged Property; or

            (ii)  in any other way:

                  (A)   dispose of;

                  (B)   create or allow any interest in; or

                  (C)   part with possession of,

                  any Mortgaged Property, except, subject to the Finance
                  Documents, any disposal of or dealing with any asset for the
                  time being subject to the floating charge in the ordinary
                  course of its ordinary business.

      (b)   Where by law a mortgagee may not restrict the creation of any
            Security Interest- over an asset ranking after the charge created by
            this Deed, paragraph (a) will not restrict that creation, but the
            Mortgagor shall ensure that before that Security Interest is created
            the holder of that Security Interest enters into a deed of priority
            in form and substance specified by the Mortgagee.

3.4   ENTER INTO CHESS SPONSORSHIP COLLATERAL AGREEMENT

      (a)   The Mortgagor shall enter into, and shall cause a broker participant
            or a non-broker participant to enter into, the CHESS Sponsorship
            Collateral Agreement with the Mortgagee.

      (b)   The Mortgagor must not deal whatsoever with Shares except as
            permitted under the CHESS Sponsorship Collateral Agreement.

3.5   CRYSTALLISATION

      The floating charge created by the Mortgagor under clause 2.1 (a) and
      referred to in clause 3.2 (NATURE OF CHARGE) will automatically and
      immediately crystallise and operate as a fixed charge:

      (a)   in respect of any asset:

            (i)   on notice to the Mortgagor from the Mortgagee (which it may
                  only give after the occurrence of an Event of Default while
                  that Event of Default subsists);

            (ii)  if without the prior written consent of the Mortgagee, the
                  Mortgagor:

                  (A)   creates or allows any Security Interest over;

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Deed of Charge                                     Allens Arthur Robinson [LOGO]

                  (B)   sells, Leases or otherwise disposes of;

                  (C)   creates or allows any interest in; or

                  (D)   parts with possession of,

                  that asset in breach of a Finance Document, or agrees or
                  attempts to do so or takes any step towards doing so;

            (iii) on any step being taken with a view to levying or enforcing
                  any distress, attachment or other execution on that asset or
                  to enforcing any Security Interest in respect of that asset;

            (iv)  on the Commissioner of Taxation or his delegate or successor
                  signing a notice under:

                  (A)   s218 or s255 of the Income Tax Assessment Act 1936
                        (Cth);

                  (B)   s260-5 of Schedule 1 of the Taxation Administration Act
                        1953 (Cth); or

                  (C)   any similar legislation,

                  which may affect that asset; or

            (v)   on a Government Agency taking any step which may result in an
                  amount of Tax or an amount owing to a Government Agency
                  ranking ahead of the floating charge with respect to that
                  asset; or

      (b)   in respect of all the Mortgaged Property:

            (i)   if an order is made or a resolution is passed for the winding
                  up of the Mortgagor; or

            (ii)  on the security constituted by this Deed being enforced in any
                  way.

            Except where expressly stated, no notice or action by the Mortgagee
            is necessary for the charge to crystallise.

3.6   DE-CRYSTALLISATION

      By notice to the Mortgagor, the Mortgagee may at any time release from the
      fixed charge any asset which has become subject to a fixed charge under
      clause 3.5 (CRYSTALLISATION). That asset will then again be subject to the
      floating charge and to the further operation of that clause.

3.7   DEALING WITH PROCEEDS

      (a)   Subject to the Finance Documents, the Mortgagor shall ensure that:

            (i)   all proceeds of any book or other debt; and

            (ii)  except as otherwise provided in clause 9.2 of the Facility
                  Agreement, all the proceeds of any disposal of or other
                  dealing with any asset the subject of a fixed charge, which
                  are not immediately applied in acquiring another similar asset
                  or in payment of the Secured Money or moneys ranking ahead of
                  the Secured Money,

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Deed of Charge                                     Allens Arthur Robinson [LOGO]

            are paid immediately into the Nominated Account or, if there is
            none, a separate account of which the Mortgagor has notified the
            Mortgagee.

      (b)   Subject to the Finance Documents, so long as no Event of Default
            subsists the Mortgagor may withdraw from the Nominated Account
            amounts equal to all the proceeds of any book or other debt paid
            into that account and deal with it as it thinks fit where:

            (i)   the book or other debt arose in the ordinary course of its
                  business;

            (ii)  the proceeds do not arise from the disposal of, Lease of, or
                  grant of any interest in, an asset the subject of the fixed
                  charge;

            (iii) the proceeds are received before the floating charge
                  crystallises in respect of all the Mortgaged Property and
                  before anything described in clause 3.5(a) (CRYSTALLISATION)
                  occurs with respect to the debt or those proceeds; and

            (iv)  no Finance Document provides otherwise.

      (c)   At any time while an Event of Default subsists:

            (i)   if the Mortgagee requires, Authorised Officers of the
                  Mortgagee will be the only signatories to the Nominated
                  Account or the separate account referred to in paragraph (a);
                  and

            (ii)  no withdrawals may be made from it without the approval of the
                  Mortgagee.

      (d)   The Mortgagor shall give notices and directions necessary or
            requested by the Mortgagee to ensure paragraphs (a) and (c) are
            complied with.

      (e)   Failure by the Mortgagee to require the Mortgagor to comply with
            this clause will not constitute a waiver.

      (f)   Without prejudice to paragraph (e), if for any reason the Mortgagee
            waives or is taken to have waived the requirements of this clause,
            the charge created by this Deed will still operate as a fixed charge
            in respect of the relevant debt or other asset which gives rise to
            the relevant moneys or proceeds.

      (g)   In this clause PROCEEDS includes moneys or consideration payable,
            whether or not received by the Mortgagor.

3.8   UNCERTIFICATED SECURITIES

      Insofar as any of the Mortgaged Property is Uncertificated Securities, the
      Mortgagor shall ensure that:

      (a)   the Uncertificated Securities are registered in the Mortgagor's name
            and that the Mortgagor is the owner of the Uncertificated Securities
            free from any interest or claim of any other person;

      (b)   the Mortgagor is able to charge the Uncertificated Securities to the
            Mortgagee under this Deed;

      (c)   the Mortgagor:

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            (i)   enters into a Sponsorship Agreement with, and arranges for the
                  Uncertificated Securities to be sponsored by, ANZ Nominees or
                  another person acceptable to the Mortgagee for the purpose of
                  protecting the Mortgagee's rights under this Deed; or

            (ii)  provides an undertaking from the Mortgagor's controlling
                  participant whereby the controlling participant:

                  (A)   acknowledges the existence of this Deed;

                  (B)   undertakes not to initiate dealings in the
                        Uncertificated Securities (including the transfer of the
                        Uncertificated Securities to another controlling
                        participant) without having first obtained the consent
                        of the Mortgagee; and

                  (C)   undertakes that if this Deed becomes enforceable, the
                        controlling participant will act on the Mortgagee's
                        instructions and not on the instructions of the
                        Mortgagor, and

      (d)   the Mortgagor pays ANZ Nominee's Costs or, where applicable, the
            costs and expenses of that other person.

4.    UNDERTAKINGS

      (a)   The Mortgagor shall duly and punctually pay the Secured Money in
            accordance with the Finance Documents. After an Event of Default it
            shall pay all Secured Money on demand if that demand is made while
            the Event of Default is subsisting.

      (b)   The Mortgagor shall ensure that no Event of Default occurs. Without
            affecting the liability of the Mortgagor or the Powers of the
            Mortgagee in any other respect (including where a breach of this
            paragraph is also a breach of another provision), the Mortgagor is
            not liable in damages for a breach of this clause 4(b) but the
            Mortgagee may exercise its Powers following the breach.

5.    LIMITED RECOURSE

5.1   LIMIT AND RELEASE

      (a)   (LIMIT) Subject to clause 5.2 (EXCEPTIONS) and subject to paragaph
            (c), but despite any other provision of this Deed, the liability of
            the Mortgagor to the Mortgagee under or in connection with this Deed
            is limited to the total amount available to the Mortgagee as a
            result of a realisation of the Mortgaged Property in accordance with
            this Deed (after payment of enforcement costs etc).

      (b)   (RELEASE) The Mortgagee waives all claims (including in respect of
            deceptive and misleading conduct) it may have against the Mortgagor
            under or in connection with this Deed in respect of which the
            Mortgagor is not liable under paragraph (a).

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      (c)   (DURATION OF LIMIT) Despite anything else in this clause 5:

            (i)   the limit referred to in paragraph (a) will only apply until
                  such time as the Mortgagor acquires or becomes unconditionally
                  entitled to acquire Shares pursuant to the Merger
                  Implementation Agreement; and

            (ii)  after that dates, this clause 5 will be taken to no longer
                  apply to this Deed.

5.2   EXCEPTIONS

      (a)   Nothing in clause 5.1 (LIMIT AND RELEASE) limits the liability of
            the Mortgagor in respect of any loss, cost or expense suffered or
            incurred by the Mortgagee arising from the Mortgagor's fraud or
            negligence under or in connection with this Deed.

      (b)   Failure by the Mortgagor to pay all or any part of any amount due
            under or in connection with this Deed does not of itself constitute
            fraud or negligence on its part.

5.3   UNRESTRICTED REMEDIES

      (a)   (CHARGES AND GUARANTEES) Subject to paragraph (b), nothing in clause
            5.1 (LIMIT AND RELEASE) limits the Mortgagee in:

            (i)   exercising its rights or powers under this Deed:

            (ii)  obtaining an injunction or other order to restrain any breach
                  of any Finance Document by any party; or

            (iii) obtaining declaratory relief.

      (b)   (LIMITED AGENCY) In exercising any right, power or remedy under this
            Deed, neither the Mortgagee nor any receiver, receiver and manager,
            agent or attorney appointed under this Deed shall incur, or have the
            authority to incur, any liability on behalf of or for the account of
            the Mortgagor except a liability which is itself subject to the
            limitation in clause 5.1 (LIMIT AND RELEASE).

      (c)   (SECURED MONEY) For the purpose of determining the liability of the
            Mortgagor in relation to the Secured Money and the amount of Secured
            Money recoverable under any Security, the limit on the liability of
            the Mortgagor under clause 5.1 (LIMIT AND RELEASE) will be
            disregarded.

5.4   RESTRICTED REMEDIES

      Except as provided in clause 5.1(c) (DURATION OF LIMIT) and clause 5.3
      (UNRESTRICTED REMEDIES), the Mortgagee shall not, in relation to any
      liability for which the Mortgagor is not liable under clause 5.1 (LIMIT
      AND RELEASE):

      (a)   (JUDGMENT) obtain a judgment for the payment of money or damages by
            the Mortgagor;

      (b)   (STATUTORY DEMAND) issue any demand under s549E(1) of the
            Corporations Act 2001 (or any analogous provision under any other
            law) against the Mortgagor;

      (c)   (WINDING UP) apply for the winding up of the Mortgagor;

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      (d)   (EXECUTION) levy or enforce any distress or other execution to, on
            or against any asset of the Mortgagor;

      (e)   (COURT APPOINTED RECEIVER) apply for the appointment by a court of a
            receiver to any of the assets of the Mortgagor; and

      (f)   (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any set-off
            or counterclaim against the Mortgagor,

      or take proceedings for any of the above and the Mortgagee waives its
      rights in respect of those applications and proceedings.

6.    FURTHER ASSURANCES

6.1   FURTHER ASSURANCES

      Whenever the Mortgagee requests the Mortgagor to do anything:

      (a)   for more satisfactorily mortgaging, assuring or securing the
            Mortgaged Property to the Mortgagee in a manner not inconsistent
            with this Deed or any Collateral Security; or

      (b)   for aiding in the execution or exercise of any Power,

      the Mortgagor shall do it immediately at its own cost. It may include
      registering this Deed, the execution or registering of any other document
      or agreement, the delivery of documents or evidence of title and the
      execution and delivery of blank transfers.

6.2   LEGAL OR STATUTORY MORTGAGE

      Without limiting clause 6.1 (FURTHER ASSURANCES), whenever requested by
      the Mortgagee, the Mortgagor shall execute a legal or statutory mortgage
      over any of the Mortgaged Property. The mortgage must be in favour of the
      Mortgagee, secure the Secured Money, and be in the form and substance
      required by the Mortgagee. The Mortgagor shall use its best endeavours to
      register the mortgage,

6.3   TITLE DOCUMENTS

      Without limiting clause 6.1 (FURTHER ASSURANCES), the Mortgagor shall
      deliver to the Mortgagee immediately all documents of title to interests
      in real property or Marketable Securities received by it, other than any
      such document held under another Security Interest affecting the Mortgaged
      Property with the written consent of the Mortgagee.

7.    APPOINTMENT OF CONTROLLER

7.1   APPOINTMENT

      To the extent permitted by law, at any time after an Event of Default
      (whilst it is subsisting) the Mortgagee or any Authorised Officer of the
      Mortgagee may:

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      (a)   appoint any person or any two or more persons jointly and/or
            severally to be a receiver or receiver and manager of ail or any of
            the Mortgaged Property or to act as agent of the Mortgagee to
            exercise any of the Mortgagee's Powers;

      (b)   remove any Controller;

      (c)   appoint another Controller in addition to or in place of any
            Controller; and

      (d)   fix or vaey the remuneration of any Controller.

      An appointment may be made on any terms the Mortgagee thinks fit and
      whether or not the Mortgagee at any time has taken, or entered into
      possession of, any of the Mortgaged Property. Without limiting any other
      method of appointment permitted by law, an appointment may be made by an
      instrument signed by an Authorised Officer of the Mortgagee or by, or on
      behalf of, the Mortgagee.

7.2   AGENT OF MORTGAGOR

      Subject to clause 7.4 (RECEIVER APPOINTED AFTER COMMENCEMENT OF
      LIQUIDATION), every Receiver is the agent of the Mortgagor. The Mortgagor
      alone is responsible for a Receiver's acts and defaults.

7.3   RECEIVER'S POWERS

      In addition to any powers granted by law, and except to the extent
      specifically excluded by the terms of appointment, every Receiver has
      power to do anything in respect of the Mortgaged Property that an absolute
      beneficial legal owner of the property could do. That includes power to do
      any of the following, in each case on such terms as the Receiver thinks
      fit.

      (a)   (TAKE POSSESSION AND MANAGE) Take possession of, get in and manage
            the Mortgaged Property.

      (b)   (SELL)

            (i)   Sell any of the Mortgaged Property (whether or not the
                  Receiver has taken possession).

            (ii)  Without limitation any sale may be made:

                  (A)   by public auction, private treaty or tender;

                  (B)   for cash or on credit;

                  (C)   in one lot or in parcels;

                  (D)   either with or without special conditions or
                        stipulations as to title or time or mode of payment of
                        purchase money or otherwise;

                  (E)   with power to allow the whole or any part of the
                        purchase money to be deferred (whether with or without
                        any security); and

                  (F)   whether or not in conjunction with the sale of any
                        property by any person.

      (c)   (OPTIONS) Grant or take put or call options.

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      (d)   (LEASE) Lease any of the Mortgaged Property for any term (whether or
            not the Receiver has taken possession).

      (e)   (CARRY ON BUSINESS) Carry on or concur in carrying on any business.

      (f)   (ACQUIRE ANY ASSET) Acquire in any manner any asset (including to
            take it on Lease). After that acquisition it will be included in the
            Mortgaged Property.

      (g)   (MAINTAIN AND IMPROVE THE MORTGAGED PROPERTY) Anything to maintain,
            protect or improve any of the Mortgaged Property or to obtain income
            or returns from any of the Mortgaged Property (including by
            development, sub-division, construction, alteration, or repair, of
            any property or by pulling down, dismantling or scrapping, any
            property).

      (h)   (RAISE MONEY)

            (i)   Borrow or raise any money from the Mortgagee or any other
                  person approved by the Mortgagee;

            (ii)  give Guarantees; and

            (iii) grant any Security Interest over any of the Mortgaged Property
                  to secure that money or Guarantee. That Security Interest may
                  rank in priority to or equally with or after, the security
                  created by this Deed. It may be given in the name of the
                  Mortgagor or otherwise.

      (i)   (LEND) Lend money or provide financial accommodation.

      (j)   (SEVER FIXTURES) Sever fixtures.

      (k)   (EMPLOY) Employ or discharge any person as employee, contractor,
            agent, professional adviser, consultant or auctioneer for any
            purpose and at any remuneration and on any other terms as the
            Receiver thinks fit.

      (1)   (COMPROMISE) Make or accept any arrangement or compromise.

      (m)   (GIVE RECEIPTS) Give receipts for money and other assets.

      (n)   (AUTHORISATION) Apply for, take up, transfer or surrender any
            Authorisation or any variation of any Authorisation.

      (o)   (PERFORM AND ENFORCE AGREEMENTS)

            (i)   Perform or enforce;

            (ii)  exercise or refrain from exercising the Mortgagor's rights and
                  powers under; or

            (iii) obtain the benefit in other ways of,

            any documents or agreements or rights which form part of the
            Mortgaged Property and any documents or agreements entered into in
            exercise of any Power.

      (p)   (VARY AND TERMINATE AGREEMENTS) Vary, rescind or terminate any
            document or agreement (including surrender or accept the surrender
            of Leases).

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      (q)   (TAKE INSOLVENCY PROCEEDINGS) Make debtors bankrupt, wind up
            companies and do any thing in relation to any actual or contemplated
            Liquidation (including attend and vote at meetings of creditors and
            appointing proxies for meetings).

      (r)   (TAKE PROCEEDINGS) Commence, defend, conduct, settle, discontinue or
            compromise proceedings in the name of the Mortgagor or otherwise.

      (s)   (EXECUTE DOCUMENTS) Enter into and execute documents or agreements
            on behalf of the Receiver or the Mortgagor. This includes using the
            Mortgagor's seal and signing, accepting and endorsing cheques,
            promissory notes and bills of exchange.

      (t)   (OPERATE BANK ACCOUNTS) Operate any bank account comprising part of
            the Mortgaged Property and open and operate any further bank
            account.

      (u)   (SURRENDER MORTGAGED PROPERTY) Surrender, release or transfer any of
            the Mortgaged Property or exchange it with any person for other
            property.

      (v)   (PROMOTE COMPANIES) Promote the formation of companies with a view
            to purchasing any of the Mortgaged Property or assuming the
            obligations of the Mortgagor or otherwise.

      (w)   (DELEGATE) Delegate to any person approved by the Mortgagee any
            Powers conferred on the Receiver (including delegation).

      (x)   (HAVE ACCESS) Have access to and make use of the premises, plant,
            equipment, and records and accounting and other services of the
            Mortgagor and the services of its staff.

      (y)   (VOTE) Exercise any voting or other rights or powers in respect of
            any of the Mortgaged Property and do anything in relation to
            Marketable Securities.

      (z)   (OTHER OUTGOINGS) Pay any outgoing or indebtedness of the Mortgagor
            or any other person.

      (aa)  (SECURITY INTERESTS) Redeem any Security Interest or acquire it and
            any debt secured by it.

      (bb)  (MAKE CALLS) Make calls on the members of the Mortgagor in respect
            of any Unpaid Capital.

      (cc)  (INSURE) Take out insurance and make, enforce, compromise and settle
            all claims in respect of insurance.

      (dd)  (INCIDENTAL POWER) Do anything incidental to the exercise of any
            other Power.

      All of the above paragraphs are to be construed independently. None limits
      the generality of any other.

7.4   RECEIVER APPOINTED AFTER COMMENCEMENT OF LIQUIDATION

      The power to appoint a Receiver may be exercised even if:

      (a)   an order is made or a resolution is passed for the Liquidation of
            the Mortgagor; and

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      (b)   a receiver or receiver and manager appointed in those circumstances
            may not, or may not in some respects, act as the agent of the
            Mortgagor.

7.5   POWERS EXERCISABLE BY THE MORTGAGEE

      Whether or not a Receiver has been appointed, to the extent permitted by
      law the Mortgagee may exercise any Power of a Receiver at any time after
      an Event of Default (whether or not it is continuing) in addition to any
      Power of the Mortgagee and without giving notice. It may exercise those
      Powers and its Powers without taking possession or being liable as
      mortgagee in possession. Without limitation it may exercise those Powers
      and its Powers directly or through one or more agents. In the latter event
      anything done or incurred by an agent will be taken to be done or incurred
      by the Mortgagee.

7.6   WITHDRAWAL

      The Mortgagee may give up possession of any Mortgaged Property and
      withdraw any receivership at any time.

8.    POWER OF ATTORNEY

      (a)   For valuable consideration and by way of security the Mortgagor
            irrevocably appoints each Authorised Officer of the Mortgagee
            severally its attorney to do anything which:

            (i)   the Mortgagor is obliged, but has failed, to do under or in
                  relation to any Finance Document; or

            (ii)  the Mortgagee or any Receiver is authorised or empowered to do
                  under any Finance Document or any law, but only at the times
                  that the Mortgagee or that Receiver (if a Receiver had been
                  appointed) would have been able to do it.

      (b)   Without limitation, the Attorney may at any time:

            (i)   do anything which in the opinion of the Mortgagee or the
                  Attorney is necessary or expedient to secure, preserve,
                  perfect or give effect to the security contained in this Deed
                  (including anything under clause 9 (COMPLETION OF BLANK
                  SECURITIES) or 10 (PERFORMANCE OF MORTGAGOR'S OBLIGATIONS))
                  and for this purpose, without limitation, the Attorney may
                  execute a legal mortgage, transfer, assignment and other
                  assurance in favour of the Mortgagee; and

            (ii)  delegate the Attorney's powers (including delegation).

      (c)   No Attorney appointed under this Deed may act, nor has power to act,
            inconsistently with this Deed or any other Finance Document.

9.    COMPLETION OF BLANK SECURITIES

      The Mortgagee, any Authorised Officer of the Mortgagee, any Receiver or
      any Attorney may complete any document executed by or on behalf of the
      Mortgagor and deposited with the

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      Mortgagee pursuant to this Deed. It may complete it in favour of the
      Mortgagee, any appointee of the Mortgagee or any purchaser.

10.   PERFORMANCE OF MORTGAGOR'S OBLIGATIONS

      If at any time the Mortgagor fails duly to perform any obligation in any
      Finance Document (and any cure period in relation to that obligation has
      expired), the Mortgagee or any person it authorises may do anything which
      in its opinion is necessary or expedient to make good or to attempt to
      make good that failure to its satisfaction.

11.   INSPECTION

      The Mortgagee or any person it authorises may inspect and copy the records
      of the Mortgagor related to the Mortgaged Property and inspect the
      premises of the Mortgagor and its Subsidiaries and inspect the Mortgaged
      Property at any time during normal business hours and on reasonable notice
      or while an Event of Default subsists. The Mortgagor will do everything in
      its power to assist that inspection and copying and ensure that its
      employees and officers and its Subsidiaries and their employees and
      officers do the same.

12.   STATUTORY POWERS

12.1  POWERS IN AUGMENTATION

      The powers conferred on a mortgagee by law:

      (a)   are in addition to the Powers conferred by this Deed or any
            Collateral Security;

      (b)   (to the extent permitted by law) may be exercised by the Mortgagee
            immediately an Event of Default occurs and at any time subsequently;
            and

      (c)   are excluded or varied only so far as they are inconsistent with the
            express terms of this Deed or any Collateral Security.

12.2  LEASING

      The Mortgagor may not surrender any Lease, accept any surrender of Lease
      or to exercise any power of Leasing conferred on the Mortgagor by law
      except as expressly permitted or contemplated in any Finance Document.

12.3  NOTICE NOT REQUIRED

      To the extent permitted by law (but without prejudice to any express
      requirement in a Finance Document):

      (a)   the Mortgagor dispenses with any notice or lapse of time required by
            law before enforcing this Deed or any Collateral Security or
            exercising any Power; and

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      (b)   without limitation the Mortgagor agrees that:

            (i)   the Mortgagee is not required to give notice to any person
                  before enforcement or exercise;

            (ii)  any law requiring the giving of notice or the compliance with
                  a procedure or the lapse of time before enforcement or
                  exercise is excluded; and

            (iii) where a law which cannot be excluded requires a period of
                  notice to be given but allows the period to be specified or
                  changed, that period is one day.

13.   APPLICATION OF MONEY RECEIVED

13.1  ORDER

      To the extent permitted by law, all moneys received by a Controller, an
      Attorney or the Mortgagee under or by virtue of this Deed will be applied
      in the manner and order determined by the Mortgagee. If the Mortgagee does
      not make a determination, the following order will apply.

      (a)   First: all costs, charges and expenses of the Mortgagee, any
            Controller or any Attorney which are incurred in or are incidental
            to the exercise or performance or attempted exercise or performance
            of a Power or otherwise in relation to this Deed or any Collateral
            Security.

      (b)   Second: any other outgoings which the Controller, Attorney or the
            Mortgagee thinks fit to pay.

      (c)   Third: the Controller's remuneration.

      (d)   Fourth: to each holder of a Security Interest of which the Mortgagee
            is aware and which has priority over this Deed in relation to the
            relevant Mortgaged Property, to the extent, and in order, of
            priority.

      (e)   Fifth: to the Mortgagee towards satisfaction of the Secured Money.

      (f)   Sixth: to each holder of a Security Interest of which the Mortgagee
            is aware and which ranks after this Deed in relation to the relevant
            Mortgaged Property, to the extent, and in order, of priority.

      (g)   Seventh: the surplus (if any) belongs to the Mortgagor.

      The surplus will not carry interest. If it pays the surplus to the credit
      of an account in the name of the Mortgagor with any bank carrying on
      business in Australia, the Controller, Mortgagee or Attorney (as the case
      may be) will be under no further liability in respect of it.

13.2  MONEY ACTUALLY RECEIVED

      (a)   In applying any moneys towards satisfaction of the Secured Money the
            Mortgagor will be credited only with the moneys available for that
            purpose which is actually received by the Mortgagee. The credit will
            date from the time of receipt.

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      (b)   That money will be appropriated as between principal, interest and
            other amounts due as the Mortgagee determines. Any such
            appropriation by the Mortgagee will override any appropriation made
            by the Mortgagor.

13.3  AMOUNTS CONTINGENTLY DUE

      If any of the Secured Money is contingently owing to the Mortgagee at the
      time of a distribution of an amount under clause 13.1 (ORDER), the
      Mortgagee may retain any of that amount. If it does, it shall place the
      amount retained on short term interest bearing deposit until the relevant
      Secured Money becomes actually due or ceases to be contingently owing, and
      the Mortgagee shall then apply the balance of the amount retained
      (together with interest earned on the deposit) in accordance with clause
      13.1 (ORDER).

13.4  NOTICE OF SUBSEQUENT SECURITY INTERESTS

      (a)   If the Mortgagee receives actual or constructive notice of a
            subsequent Security Interest affecting any Mortgaged Property it may
            open a separate account in the name of the Mortgagor in its books.

      (b)   If the Mortgagee does not open a new account it will be treated as
            if it had done so at the time it received actual or constructive
            notice of the Security Interest.

      (c)   From the time the new account is opened or is taken to be opened:

            (i)   all advances and accommodation made available by the Mortgagee
                  to the Mortgagor;

            (ii)  all payments and repayments made by the Mortgagor to the
                  Mortgagee; and

            (iii) moneys to be applied towards the Secured Money under clause
                  13.l(e) (ORDER),

            will be or will be taken to be debited or credited, as appropriate,
            to the new account. Payments, repayments and other moneys will only
            be applied in reduction of other Secured Money to the extent that
            there is no debit balance in that account.

13.5  CONVERSION OF CURRENCIES ON APPLICATION

      For the purpose of making an application under clause 13.1 (ORDER) the
      Mortgagee, any Controller or any Attorney may purchase one currency with
      another, whether or not through an intermediate currency, whether spot or
      forward, in the manner and at the time it thinks fit.

14.   OTHER SECURITY INTERESTS OVER MORTGAGED PROPERTY
--------------------------------------------------------------------------------

      (a)   The Mortgagee, any Controller or any Attorney may rely on the
            certificate of a holder of another Security Interest affecting or
            purporting to affect the Mortgaged Property as to the amount and
            property secured by the Security Interest.

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      (b)   The Mortgagee, at any time whilst an Event of Default subsists or
            any Controller may pay or agree to pay at any time the amount
            certified by the holder of a Security Interest or purported Security
            Interest to be necessary to discharge it or some of the indebtedness
            secured by it or to acquire it. From the date of payment that amount
            will be part of the Secured Money and the Mortgagor will indemnify
            the Mortgagee and the Controller against that amount. This applies
            whether or not that Security Interest or purported Security Interest
            was valid or prior, equal or subsequent ranking or the property or
            moneys stated in the certificate was secured by it.

15.   PROTECTION OF MORTGAGEES, CONTROLLERS AND ATTORNEYS

      To the extent permitted by law, the Mortgagee, any Controller or any
      Attorney will not be liable:

      (a)   in respect of any conduct, delay, negligence or breach of duty in
            the exercise or non-exercise of a Power; nor

      (b)   for any loss (including consequential loss) which results,

      except where it arises from fraud or gross negligence on the part of the
      Mortgagee, any Controller or any Attorney.

16.   PROTECTION OF THIRD PARTIES

16.1  NO ENQUIRY

      No party to any Dealing (as defined below) and no person asked to register
      a Dealing:

      (a)   is bound to enquire:

            (i)   whether an Event of Default has occurred or whether this Deed
                  has become enforceable;

            (ii)  whether a person who is, or, purports or is purported to be, a
                  Controller or Attorney is duly appointed;

            (iii) as to the amount of Secured Money and whether Secured Money is
                  due and payable; or

            (iv)  in any other way as to the propriety or regularity of the
                  Dealing; or

      (b)   is affected by express notice that the Dealing is unnecessary or
            improper.

      For the protection of any party to a Dealing or a person registering a
      Dealing, the Dealing will be taken to be authorised by this Deed and will
      be valid accordingly, even if there is any irregularity or impropriety in
      the Dealing.

      In this clause a DEALING is:

      (a)   any payment, or any delivery or handing over of an asset, to; or

      (b)   any acquisition, incurring of Finance Debt, receipt, sale, Lease,
            disposal or other dealing, by,

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      the Mortgagee, any Controller or any Attorney, or any person who purports
      or is purported to be a Controller or Attorney.

16.2  RECEIPT

      The receipt of any Authorised Officer of the Mortgagee, any Controller or
      any Attorney (or person who purports, or is purported, to be a Controller
      or Attorney) for any moneys or assets payable to or receivable or received
      by it exonerates the person paying those moneys or handing over that asset
      from being concerned as to their application, or from being liable or
      accountable for their loss or misapplication.

17.   INTEREST ON OVERDUE AMOUNTS

17.1  ACCRUAL AND PAYMENT

      (a)   (ACCRUAL) Interest accrues on each unpaid amount which is due and
            payable by the Mortgagor under or in respect of this Deed in
            accordance with clause 17 of the Facility Agreement:

      (b)   (PAYMENT) The Mortgagor shall pay interest accrued under this clause
            on demand and on the last Business Day of each calendar quarter.
            That interest is payable in the currency of the unpaid amount on
            which it accrues.

17.2  RATE

      The rate applicable under this clause is the rate provided in clause of
      the Facility Agreement.

18.   CERTIFICATE AS TO AMOUNT OF SECURED MONEY

      A certificate signed by an Authorised Officer of the Mortgagee will be
      conclusive evidence against the Mortgagor, unless proven wrong:

      (a)   as to the amount of Secured Money stated in that certificate;

      (b)   that a document specified in that certificate is a Finance Document;
            and

      (c)   that the Mortgagee is of the opinion stated in the certificate.

19.   SURVIVAL OF OBLIGATIONS

      (a)   (REPRESENTATIONS AND WARRANTIES) Each representation or warranty in
            a Finance Document survives the execution and delivery of the
            Finance Documents and the provision of financial accommodation.

      (b)   (INDEMNITY) Each indemnity, reimbursement or similar obligation in a
            Finance Document and clauses 11 and 12 of the Facility Agreement;

            (i)   is a continuing, separate and independent obligation;

            (ii)  is payable on demand; and

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Deed of Charge                                     Allens Arthur Robinson (LOGO)

            (iii) survives termination or discharge of the relevant Finance
                  Document and repayment of financial accommodation.

            Where a party is obliged to indemnify another party against any
            loss, cost, charge, liability, expense, deficiency or other amount,
            it shall pay on demand from time to time the amount stated by the
            other parry to be the amount indemnified against.

20.   CONTINUING SECURITY

      Each of this Deed and each Collateral Security is a continuing security
      despite any settlement of account, intervening payment or anything else
      until a final discharge of this Deed and each Collateral Security has been
      given to the Mortgagor.

21.   OTHER SECURITIES

      No Power and nothing in this Deed or any Collateral Security merges in, or
      in any other way prejudicially affects or is prejudicially affected by:

      (a)   any other Guarantee or Security Interest; or

      (b)   any judgment, right or remedy against any person,

      which the Mortgagee or any person claiming through the Mortgagee may have
      at any time,

22.   WAIVERS, REMEDIES CUMULATIVE

      (a)   No failure to exercise and no delay in exercising a Power operates
            as a waiver, Nor does any single or partial exercise of a Power
            preclude any other or further exercise of that or any other Power.

      (b)   Powers in the Finance Documents are in addition to, and do not
            exclude or limit, any right, power or remedy provided by law.

23.   CONSENTS AND OPINION

      Except where expressly stated the Mortgagee may give or withhold, or give
      conditionally, approvals and consents, may be satisfied or unsatisfied,
      may form opinions, and may exercise its Powers, at its absolute
      discretion,

24.   SEVERABILITY OF PROVISIONS

      Any provision of any Finance Document which 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 that Finance Document nor affect the validity or
      enforceability of that provision in any other jurisdiction.

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25.   MORATORIUM LEGISLATION

      To the full extent permitted by law all legislation which at any time
      directly or indirectly:

      (a)   lessens, varies or affects in favour of the Mortgagor any obligation
            under a Finance Document; or

      (b)   delays, prevents or prejudicially affects the exercise by the
            Mortgagee, any Controller or any Attorney of any Power,

      is excluded from the Finance Document.

26.   ASSIGNMENTS

      (a)   Subject to the other Finance Documents, the Mortgagee may assign all
            or any of its rights or transfer all or any of its obligations under
            this Deed and each Collateral Security. If the Mortgagee's rights
            under this Deed are assigned, the Secured Money will include all
            actual and contingent liability of the Mortgagor to the assignee,
            whether or not it was incurred before the assignment or in
            contemplation of it.

      (b)   The Mortgagor may only assign or transfer any of its rights or
            obligations under this Deed or any Collateral Security with the
            prior written consent of the Mortgagee.

27.   NOTICES

      All notices, requests, demands, consents, approvals, agreements or other
      communications to or by a party to this Deed:

      (a)   must be in writing signed by an Authorised Officer of the sender;
            and

      (b)   will be taken to be given or made when delivered, received or left
            at the address or fax number of the recipient shown in the schedule
            or to any other address or fax number which it may have notified the
            sender but, if delivery or receipt is on a day on which business is
            not generally carried on in the place to which the communication is
            sent or is later than 4pm (local time), it will be taken to have
            been given or made at the commencement of business on the next day
            on which business is generally carried on in that place.

28.   AUTHORISED OFFICERS

      The Mortgagor irrevocably authorises the Mortgagee to rely on a
      certificate by a person purporting to be its director or secretary as to
      the identity and signatures of its Authorised Officers. The Mortgagor
      warrants that those persons have been authorised to give notices and
      communications under or in connection with the Finance Documents.

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Deed of Charge                                     Allens Arthur Robinson (LOGO)

29.   GOVERNING LAW AND JURISDICTION

      This Deed is governed by the laws of Victoria. The Mortgagor submits to
      the non-exclusive jurisdiction of courts exercising jurisdiction there in
      connection with matters concerning this Deed.

30.   THIRD PARTY PROVISIONS

30.1  SECURITY NOT TO BE AFFECTED

      None of this Deed, any Collateral Security or any Power nor the
      obligations of the Mortgagor under this Deed will be affected by anything
      which but for this provision might operate to release, prejudicially
      affect or discharge them or in any way relieve the Mortgagor from any
      obligation including:

      (a)   the grant to any person of any time, waiver or other indulgence, or
            the discharge or release of any person;

      (b)   any transaction or arrangement that may take place between the
            Mortgagee and any person;

      (c)   the Liquidation of any person;

      (d)   the Mortgagee becoming a party to or bound by any compromise,
            moratorium, assignment of property, scheme of arrangement,
            composition of debts or scheme of reconstruction by or relating to
            any person;

      (e)   the Mortgagee exercising or delaying or refraining from exercising
            any other security or any right, power or remedy conferred on it by
            law or by any Finance Document or by any other document or agreement
            with any person;

      (f)   the amendment, variation, novation, replacement, rescission,
            invalidity, extinguishment, repudiation, avoidance,
            unenforceability, frustration, failure, expiry, termination, loss,
            release, discharge, abandonment, assignment or transfer, in whole or
            in part and with or without consideration, of any Finance Document,
            or of any other Security Interest or Guarantee or other document or
            agreement held by the Mortgagee at any time or of any right,
            obligation, power or remedy;

      (g)   the taking or perfection of or failure to take or perfect a Security
            Interest or Guarantee or other document or agreement;

      (h)   the failure by the Mortgagee or any other person to notify the
            Mortgagor of any default by any person under any Finance Document or
            any other document or agreement with the Mortgagee;

      (i)   the Mortgagee obtaining a judgment against any person for the
            payment of any Secured Money;

      (j)   any legal limitation, disability, incapacity or other circumstance
            relating to any person;

      (k)   any change in circumstance (including any change in the members or
            constitution of any person);

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Deed of Charge                                     Allens Arthur Robinson (LOGO)

      (l)   any Guarantee or Security Interest or other document or agreement
            not being valid or executed by, or binding on, any person; or

      (m)   any increase in the Secured Money for any reason (including as a
            result of anything referred to above),

      whether with or without the consent of the Mortgagor. References to any
      person include any Relevant Company. None of the above paragraphs limits
      any of the others,

30.2  PRINCIPAL AND INDEPENDENT OBLIGATION

      This Deed and each Collateral Security is a principal and independent
      obligation. Except for stamp duty purposes, it is not ancillary or
      collateral to any other Security Interest, right or obligation.

30.3  NO MARSHALLING

      The Mortgagee is not obliged to marshal or appropriate in favour of the
      Mortgagor or to exercise, apply or recover:

      (a)   any Security Interest or Guarantee (including any Finance Document)
            held by the Mortgagee at any time; or

      (b)   any of the funds or assets that the Mortgagee may be entitled to
            receive or have a claim on.

30.4  NO COMPETITION

      Until the Secured Money has been irrevocably paid and discharged in full
      the Mortgagor is not entitled to and shall not, except as directed by the
      Mortgagee:

      (a)   be subrogated to the Mortgagee or claim the benefit of any Security
            Interest or Guarantee held by the Mortgagee at any time;

      (b)   either directly or indirectly prove in, claim or receive the benefit
            of, any distribution, dividend or payment arising out of or relating
            to the Liquidation of the Mortgagor, or any person who gives a
            Guarantee or Security Interest in respect of any Secured Money; or

      (c)   have or claim any right of contribution or indemnity from the
            Mortgagor, or any person who gives a Guarantee or Security Interest
            in respect of any Secured Money.

      The receipt of any distribution, dividend or other payment by the
      Mortgagee out of or relating to any Liquidation will not prejudice the
      right of the Mortgagee to recover the Secured Money by enforcement of this
      Deed and each Collateral Security.

      The Mortgagor must comply with any direction under this clause. Such a
      direction may require that any proceeds (not exceeding the amount of the
      Secured Money) be held on trust for, and promptly paid to, the Mortgagee.

30.5  SUSPENSE ACCOUNT

      In the event of the Liquidation of the Mortgagor or any other person, the
      Mortgagor authorises the Mortgagee:

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Deed of Charge                                     Allens Arthur Robinson (LOGO)

      (a)   to prove for all moneys received by the Mortgagee, any Controller or
            any Attorney under or by virtue of this Deed or any Collateral
            Security; and

      (b)   (i)   to retain and carry to a suspense account; and

            (ii)  to appropriate at the discretion of the Mortgagee;

            any dividend received in the Liquidation of the Mortgagor or any
            other person and any other money received in respect of the Secured
            Money,

      until the Mortgagee has been paid the Secured Money in full.

30.6  RESCISSION OF PAYMENT

      Whenever for any reason (including under any law relating to Liquidation,
      fiduciary obligations or the protection of creditors):

      (a)   all or part of any transaction of any nature (including any payment
            or transfer) made during the term of this Deed which affects or
            relates in any way to the Secured Money is void, set aside or
            voidable;

      (b)   any claim that anything contemplated by paragraph (a) is upheld,
            conceded or compromised; or

      (c)   the Mortgagee is required to return or repay any money or asset
            received by it under any such transaction or the equivalent in value
            of that money or asset,

      the Mortgagee will immediately become entitled against the Mortgagor to
      all rights in respect of the Secured Money and the Mortgaged Property
      which it would have had if all or the relevant part of the transaction or
      receipt had not taken place. The Mortgagor shall indemnify the Mortgagee
      against any resulting loss, cost or expense. This clause continues to
      apply after this Deed is discharged.

30.7  VARIATION

      Without limiting the above provision, this Deed and any Collateral
      Security covers the Secured Money as varied from time to time including as
      a result of:

      (a)   any new Finance Document or any amendment to any Finance Document;
            or

      (b)   the provision of further accommodation to the Mortgagor,

      and whether or not with the consent of or notice to the Mortgagor.

30.8  INDEMNITY

      If any Secured Money (including moneys which would have been Secured Money
      if they were recoverable) is not recoverable from the Mortgagor for any
      reason, including any legal limitation, disability or incapacity affecting
      the Mortgagor or an obligation in any Finance Document being or becoming
      unenforceable, void or illegal and whether or not:

      (a)   any transaction relating to the Secured Money was void or illegal or
            has been subsequently avoided; or

      (b)   any matter or fact relating to that transaction was or ought to have
            been within the knowledge of the Mortgagee,

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Deed of Charge                                     Allens Arthur Robinson (LOGO)

      the Mortgagor shall indemnify the Mortgagee in respect of that money and
      shall pay that money to the Mortgagee.

31.   SET-OFF

      (a)   If an Event of Default subsists the Mortgagee may apply any credit
            balance in any currency (whether or not matured) in any account of
            the Mortgagor with any branch of the Mortgagee towards satisfaction
            of any sum then due and payable by the Mortgagor to the Mortgagee
            under or in relation to any Finance Document. The Mortgagee need not
            make the application.

      (b)   The Mortgagee may exchange currencies to make that application.

32.   COUNTERPARTS

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

33.   ACKNOWLEDGMENT BY MORTGAGOR

      The Mortgagor confirms that:

      (a)   it has not entered into any Finance Document in reliance on, or as a
            result of, any statement or conduct of any kind of or on behalf of
            the Mortgagee or any associate of the Mortgagee (including any
            advice, warranty, representation or undertaking); and

      (b)   neither the Mortgagee nor any associate of the Mortgagee is obliged
            to do anything (including disclose anything or give advice),

      except as expressly set out in the Finance Documents.

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Deed of Charge                                     Allens Arthur Robinson (LOGO)

SCHEDULE

NOTICE DETAILS

MORTGAGOR

LIHIR AUSTRALIAN HOLDINGS PTY LIMITED

Address:     Level 9, 500 Queen Street, Brisbane QLD 4000

Fax number:  (07) 3318 9203

Email:       Paul.Fulton@lihir.com.pg

Attention:   Chief Executive Officer

MORTGAGEE

Australia and New Zealand Banking Group Limited

Address:     Level 17, 530 Collins Street, Melbourne VIC 3000

Fax number:  (03) 9273 3670

Attention:   Prasanna Thilekaratne

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Deed of Charge                                     Allens Arthur Robinson (LOGO)

EXECUTED AND DELIVERED AS A DEED in Melbourne.

Each attorney executing this Deed states that he or she has no notice of the
revocation or suspension of his or her power of attorney.

EXECUTED as a deed in accordance with s127
of the Corporations Act by LIHIR AUSTRALIAN
HOLDINGS PTY LIMITED ACN 121 554 443:

/s/ Graham Folland                                  /s/ A Hood
-------------------------------                     ----------------------------
Director Signature                                  Director/Secretary Signature

Graham Folland                                      A Hood
-------------------------------                     ----------------------------
Print Name                                          Print Name

SIGNED SEALED AND DELIVERED for AUSTRALIA
AND NEW ZEALAND BANKING GROUP LIMITED
ABN 11 005 357 522 by its attorney

/s/ Simon John Harvey                               /s/ Wai Mun Lum
-------------------------------                     ----------------------------
Witness Signature                                   Attorney Signature

Simon John Harvey                                   Wai Mun Lum
------------------------------                      ----------------------------
Print Name                                          Print Name

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