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EXHIBIT 1.1

                                PETSEC ENERGY LTD

                                 ACN 000 602 700

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                                  CONSTITUTION

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           Adopted by special resolution of the Company on 25 May 2004

                            CORRS CHAMBERS WESTGARTH
                                     Lawyers
                        Level 32, Governor Phillip Tower
                                 1 Farrer Place
                                 SYDNEY NSW 2000
                                    AUSTRALIA
                               Tel: (02) 9210 6500
                               Fax: (02) 9210 6611
                                 DX: 133 Sydney

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                                PETSEC ENERGY LTD

                              INDEX TO CONSTITUTION

1 PRELIMINARY

2 SHARE CAPITAL AT CONTROL OF DIRECTORS

3 RIGHTS ATTACHING TO SHARES

4 VARIATION OF RIGHTS ATTACHING TO SHARES

5 COMMISSION AND BROKERAGE

6 REGISTERED HOLDER

7 SHARE CERTIFICATES

8 LIEN

9 SALE OF SHARES SUBJECT TO LIEN

10 CALLS ON SHARES

11 INSTRUMENT OF TRANSFER OF SHARES

12 RIGHT TO REFUSE REGISTRATION OF TRANSFER OF SHARES

13 RESTRICTED SECURITIES

14 CANCELLATION OF CERTIFICATES ON TRANSFER

15 CLOSURE OF TRANSFER BOOKS AND REGISTER

16 TITLE OF SHARES ON DEATH OF MEMBER

17 TRANSMISSION OF SHARES

18 CHESS

19 COMPLIANCE WITH SCH BUSINESS RULES

20 ALTERATION OF CAPITAL

21 REDUCTION OF SHARE CAPITAL

22 REGISTERED OFFICE

23 FORFEITURE

24 PAYMENTS BY THE COMPANY

25 GENERAL MEETINGS

26 NOTICE OF GENERAL MEETINGS

27 CANCELLATION AND POSTPONEMENT OF A GENERAL MEETING

28 QUORUM AT GENERAL MEETINGS

29 BUSINESS OF ANNUAL AND GENERAL MEETINGS

30 CHAIRMAN OF GENERAL MEETING

31 ADJOURNMENT

32 DISRUPTION AND TERMINATION OF MEETING

33 ENTITLEMENT TO VOTE AT GENERAL MEETINGS

34 DECISION ON QUESTIONS AT A GENERAL MEETING

35 TAKING A POLL

36 CASTING VOTE OF CHAIRMAN

37 VALIDITY OF VOTES

38 VOTES BY PROXY

39 INSTRUMENT APPOINTING A PROXY

40 NUMBER OF DIRECTORS

41 DIRECTORS' SHARE QUALIFICATION

42 CASUAL VACANCIES OF DIRECTORS

43 DIRECTORS' RETIREMENT BY ROTATION AND FILLING OF VACATED OFFICES

44 REMOVAL OF DIRECTORS

45 VACATION OF OFFICE OF DIRECTORS

46 ALTERNATE DIRECTORS

47 MANAGING DIRECTOR

48 REMUNERATION OF DIRECTORS

49 DIRECTORS' REMUNERATION ON RETIREMENT OR DEATH

50 REGULATION OF PROCEEDINGS OF DIRECTORS

51 QUORUM OF DIRECTORS

52 CONVENING AND NOTICE OF MEETINGS

53 MEETINGS OF DIRECTORS BY INSTANTANEOUS COMMUNICATION DEVICE

54 WRITTEN RESOLUTIONS OF DIRECTORS

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55 VOTING AT DIRECTORS' MEETING

56 ASSOCIATE DIRECTOR

57 POWERS OF MEETING OF DIRECTORS

58 CHAIRMAN OF DIRECTORS

59 VALIDATION OF ACTS OF DIRECTORS WHERE DEFECT IN APPOINTMENT

60 DIRECTORS' CONTRACTS WITH THE COMPANY

61 GENERAL POWERS OF DIRECTORS

62 BORROWING POWERS OF DIRECTORS

63 DELEGATION OF DIRECTORS' POWERS

64 DELEGATION OF POWERS TO COMMITTEES

65 VALIDATION OF IRREGULAR ACTS

66 SECRETARY

67 MINUTES

68 AFFIXATION OF COMMON SEAL

69 DIVIDENDS

70 ENTITLEMENT TO DIVIDENDS

71 INTERIM DIVIDEND

72 DISTRIBUTION IN KIND

73 PAYMENT OF DIVIDEND

74 MEMBERS' OPTION TO RECEIVE SHARES RATHER THAN DIVIDEND

75 RESERVES

76 CAPITALISATION OF PROFITS

77 INSPECTION OF RECORDS

78 NOTICES

79 OFFICERS' INDEMNITY AND INSURANCE

80 WINDING UP

81 ARBITRATION

82 ACCOUNTS AND AUDIT

83 OBLIGATION OF SECRECY

84 BRANCH REGISTERS

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CORPORATIONS LAW OF NEW SOUTH WALES

                                  CONSTITUTION
                                       OF
                                PETSEC ENERGY LTD
                                 ACN 000 602 700
                           A COMPANY LIMITED BY SHARES

1.    PRELIMINARY

1.1   The Replaceable Rules shall not apply to the Company except insofar as
      they are repeated in this Constitution.

1.2   In this Constitution, unless the contrary intention appears:

      "ALTERNATE DIRECTOR" means any person appointed in accordance with this
      Constitution to act as an alternate of a Director.

      "ASSOCIATE DIRECTOR" means any person appointed in accordance with this
      Constitution to act as such.

      "ASX" means Australian Stock Exchange Limited, and includes any body
      corporate succeeding to all (or most of) the powers, functions and duties
      of Australian Stock Exchange Limited.

      "AUDITOR" means any person appointed to perform the duties of an auditor
      of the Company.

      "BOARD" means the whole or any number of the Directors for the time being
      assembled at a meeting of Directors and being not less than a quorum; and
      references to "the Directors" shall be construed as references to the
      Board unless the context otherwise requires.

      "BUSINESS DAYS" means those days other than a Saturday, Sunday, New Year's
      Day, Australia Day, Good Friday, Easter Monday, Anzac Day, Christmas Day,
      Boxing Day and any other day which ASX shall declare and publish is not a
      business day.

      "CHAIRMAN" means the Chairman of the Board of Directors.

      "CHESS" means the Clearing House Electronic Sub-register System
      implemented by the ASX under the Listing Rules and includes any
      modification or substitution of that system and any other computerised or
      electronic share transfer systems introduced by or acceptable to the ASX.

      "COMPANY" means Petsec Energy Ltd ACN 000 602 700.

      "CONSTITUTION" means this document as amended from time to time.

      "CORPORATIONS ACT" means the Corporations Act 2001 (Cth) and includes
      regulations and other instruments made under it.

      "DIRECTOR" means any Director of the Company for the time being and
      includes an Alternate Director.

      "DIVIDEND" includes a bonus.

      "EXECUTIVE DIRECTOR" means a Director in employment with the Company or
      any subsidiary or related corporation and includes the Managing Director.

      "GENERAL MEETING" means a meeting of Members duly called and properly
      constituted in accordance with this Constitution.

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      "INSTANTANEOUS COMMUNICATION DEVICE" includes telephone, television or any
      other audio and visual device which permits instantaneous communication.

      "LISTING RULES" means the Listing Rules of ASX and any other rules of ASX
      which are applicable while the Company is admitted to the Official List of
      ASX, each as amended or replaced from time to time, except to the extent
      of any express written waiver by ASX.

      "MANAGING DIRECTOR" means any person appointed for the time being to
      perform the duties of Managing Director of the Company.

      "MEMBER" means any person entered in the Register as the holder or joint
      holder for the time being of a Share or Shares.

      "MEMBER PRESENT" means a Member present at any Meeting of the Company in
      person or by proxy or attorney or, in the case of a corporation, by a duly
      appointed representative.

      "MEETING" means a meeting of Members or Directors, as the case may be,
      duly called and properly constituted in accordance with this Constitution
      and the Corporations Law and any adjournment of any such meeting.

      "MONTH" means calendar month.

      "OFFICE" means the registered office for the time being of the Company.

      "OFFICIAL LIST" means the official list of the ASX.

      "OFFICIAL QUOTATION" in respect of securities in the Company means
      quotation on the Official List.

      "PROPER ASTC TRANSFER" has the same meaning as in the Corporations
      Regulations 2001 (Cth).

      "REGISTER" means the Register of Members to be kept pursuant to the
      Corporations Law and the Listing Rules.

      "REPLACEABLE RULES" has the meaning given to that term in the Corporations
      Law.

      "RESOLUTION" means a resolution other than a Special Resolution.

      "RESTRICTED SECURITIES" means those shares or other securities classified
      as restricted securities under the Listing Rules or otherwise deemed by
      ASX to be restricted securities.

      "SCH" means ASX Settlement and Transfer Corporation Pty Limited or any
      other entity approved as the Securities Clearing House under the
      Corporations Law.

      "SCH BUSINESS RULES" means the operating rules of ASX Settlement and
      Transfer Corporation Pty Limited.

      "SEAL" means a seal of the Company and includes a common or duplicate seal
      of the Company.

      "SECRETARY" means any person appointed to perform the duties of secretary
      of the Company or any person appointed to act temporarily as such.

      "SHARES" means issued shares in the capital of the Company.

      "SPECIAL RESOLUTION" means a special resolution within the meaning of
      section 9 of the Corporations Law.

      "TRANSFER AUDITOR" means a person appointed by the Board to certify the
      correctness of transfers of Shares and registered unsecured notes, the
      allotment of Shares and registered unsecured notes and the issue of
      certificates in respect of Shares to which Members or intending Members of
      the Company may

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      be entitled and the issue of certificates in respect of registered
      unsecured notes to which any person may be entitled.

1.3   In this Constitution, unless the contrary intention appears:

      (a)   a reference to any Part or Division of the Corporations Law is
            deemed to include references to any corresponding section or any
            modification, amendment or re-enactment of the Corporations Law;

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

      (c)   words and expressions defined in the Listing Rules and the
            Corporations Law shall have the same meaning where used in this
            Constitution unless the context or subject matter otherwise
            requires;

      (d)   a reference to control of the voting power in the Company is a
            reference to control that is direct or indirect, including control
            that is exercisable as a result or by means of arrangements or
            practices, whether or not having legal or equitable force and
            whether or not based on legal or equitable rights;

      (e)   where in this document a period of time dating from a given day, act
            or event is specified or allowed for any purpose, the time is
            reckoned exclusive of that day or of the day on which the act or
            event occurred but inclusive of the day on which that period
            expires;

      (f)   words importing the singular or plural include the plural and
            singular respectively;

      (g)   words importing any gender include every gender;

      (h)   words denoting persons include bodies and corporations;

      (i)   where a word or phrase is given a particular meaning in this
            document, other parts of speech and grammatical forms of that word
            or phrase have a corresponding meaning;

      (j)   writing includes any mode of representing or reproducing words in
            tangible and permanently visible form, and includes facsimile
            transmission; and

      (k)   headings do not affect interpretation.

1.4   If the Company is admitted to the Official List, the following clauses
      apply:

      (a)   notwithstanding anything contained in this Constitution, if the
            Listing Rules prohibit an act being done, the act shall not be done;

      (b)   nothing contained in this Constitution prevents an act being done
            that the Listing Rules require to be done;

      (c)   if the Listing Rules require an act to be done or not to be done,
            authority is given for that act to be done or not to be done (as the
            case may be);

      (d)   if the Listing Rules require this Constitution to contain a
            provision and it does not contain such a provision, this
            Constitution is deemed to contain that provision;

      (e)   if the Listing Rules require this Constitution not to contain a
            provision and it contains such a provision, this Constitution is
            deemed not to contain that provision;

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      (f)   if any provision of this Constitution is or becomes inconsistent
            with the Listing Rules, this Constitution is deemed not to contain
            that provision to the extent of the inconsistency.

2     SHARE CAPITAL AT CONTROL OF DIRECTORS

2.1   Subject to this Constitution, the Listing Rules, the Corporations Law and
      to any rights previously conferred on the holders of any existing Shares:

      (a)   the Shares are under the control of the Directors;

      (b)   the Directors may allot, issue or grant options over Shares to such
            persons at such price, on such terms and conditions, and with such
            preferred, deferred or other rights and at such times as the
            Directors determine; but

      (c)   the Company shall not issue any Share with a voting right more
            advantageous than that available to any Share already issued.

2.2   Subject to the Corporations Law, the power of the Directors to issue
      Shares includes the power to issue:

      (a)   bonus shares (being Shares for which no consideration is payable to
            the Company);

      (b)   preference shares (including redeemable preference shares); and

      (c)   partly paid shares (whether or not on the same terms for the amount
            of calls to be paid or the time for paying calls).

2.3   Subject to the Corporations Law, the Directors may convert all or any
      Shares into a larger or smaller number of Shares.

2.4   For so long as the Company remains on the Official List, a Director or any
      person who for the purposes of Part 1.2 Division 2 of the Corporations Law
      would be regarded as an associate of such Director shall not participate
      in any issue of Shares or options to acquire Shares other than an issue to
      Directors permitted under the Listing Rules.

2.5   The Board shall not, without the prior approval of the Company in General
      Meeting, allot any Share to any person in any case where such allotment
      would have the effect of such person becoming registered as the holder of
      a majority of the Shares, except where such allotment is pursuant to an
      offer of Shares to substantially all the holders of Shares generally in
      proportion to their shareholdings.

3     RIGHTS ATTACHING TO SHARES

      Subject to the terms of issue of any Shares, all Shares attract the
      following rights, privileges and conditions:

      (a)   the right to receive notice of and to attend and vote at all General
            Meetings of the Company;

      (b)   the right to receive dividends; and

      (c)   the right in a winding up or reduction of capital of the Company to
            repayment of the capital paid up.

4     VARIATION OF RIGHTS ATTACHING TO SHARES

4.1   If at any time the Company has on issue different classes of Shares, the
      rights and privileges attached to any class (unless otherwise provided by
      the terms of issue of the Shares of that class) may, whether or not the
      Company is being wound up, be varied with the sanction of a Special
      Resolution passed at a separate Meeting of the holders of the Shares of
      that class.

4.2   The provisions of the Corporations Law and this Constitution relating to
      Special Resolutions and General Meetings apply to every Meeting referred
      to in clause 4.1, with such changes as are necessary, except that

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      the quorum is Members present holding or representing 75% of the nominal
      amount of the Shares of the class and that any Member present holding
      Shares of the class may demand a poll.

4.3   If a quorum is not present at any Meeting referred to in clause 4.1 or if
      the Special Resolution is not passed by the necessary majority, all or any
      of the rights and privileges attaching to the relevant class of Shares may
      be varied with the consent in writing of the holders of at least 75% of
      the issued Shares of that class within 2 calendar months from the date of
      the Meeting.

5     COMMISSION AND BROKERAGE

5.1   The Company may exercise the power to make payments by way of brokerage or
      commission conferred by the Corporations Law in the manner provided by the
      Corporations Law.

5.2   Payments by way of brokerage or commission may be satisfied by the payment
      of cash, by the allotment of fully or partly paid Shares, by the allotment
      of options, or partly by the payment of cash, partly by the allotment of
      fully or partly paid Shares and partly by the allotment of options.

6     REGISTERED HOLDER

6.1   Subject to the Corporations Law and this Constitution:

      (a)   the Company is entitled to treat the registered holder of any Share
            as the absolute owner;

      (b)   no person will be recognised by the Company as holding any Share
            upon trust; and

      (c)   the Company will not be bound by, nor be compelled in any way to
            recognise (whether or not it has notice of the interest or rights
            concerned) any equitable, contingent, future or partial interest in
            any Share or any interest in any fractional part of a Share or any
            other rights in respect of a Share except an absolute right to the
            entirety of the Share in the registered holder.

6.2   If more than 3 persons are entered in the Register as holders of any
      securities of the Company (or a request is made to register more than 3
      persons) only the first 3 persons so registered will be regarded as the
      holders of those securities, and all other names will be disregarded by
      the Company for all purposes.

7     SHARE CERTIFICATES

7.1   While the Company participates in CHESS in respect of Shares, clauses 7.3
      to 7.6 (both inclusive) will not apply to Shares the subject of CHESS.

7.2   Notwithstanding this clause 7, the Company is not required to issue a
      certificate for the Shares held by a Member and may cancel a certificate
      without issuing a certificate in lieu if this is permitted by law and is
      at the request of the person otherwise entitled to the certificate.

7.3   Where Shares are not subject to CHESS, a certificate of title to Shares
      shall be issued under the Seal in accordance with the provisions of this
      Constitution and the Listing Rules.

7.4   Subject to this Constitution and the Listing Rules, every Member is
      entitled free of charge to one certificate for the Shares registered in
      their name or to several certificates each for a reasonable number of such
      Shares. If a Share is held jointly the Company is not bound to issue more
      certificates than if the Share were held by one person.

7.5   Every Share certificate must specify the number and class of the Shares in
      respect of which it is issued and the extent to which the Shares are paid
      up or agreed to be considered paid up and shall show the following:

      (a)   in the case of newly issued Shares, their Dividend ranking unless
            they rank equally with existing Shares;

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      (b)   in the case of Restricted Securities the words "Restricted
            Securities" until such time as the particular securities have been
            granted Official Quotation;

      (c)   in the case of Shares to which application for Official Quotation
            has not been granted the words "Not Quoted on Australian Stock
            Exchange Limited";

      (d)   in the case of preference shares, the rate of Dividend and whether
            cumulative or non-cumulative; if redeemable the conditions of
            redemption; if participating, the conditions of participation; and

      (e)   the Register on which the Shares are registered.

7.6   If any certificate or other document of title to Shares is worn out or
      defaced, the Directors may, upon its production, order the same to be
      cancelled and may issue a new certificate in lieu thereof subject to the
      Corporations Law and the Listing Rules.

8     LIEN

8.1   The Company has a first and paramount lien over particular securities, or
      over Dividends it pays on them, in any of the following cases:

      (a)   an unpaid call or instalment is due but unpaid on those securities;

      (b)   if the securities were acquired under an employee incentive scheme,
            an amount is owed to the entity for acquiring them; and

      (c)   an amount that the entity is required by law to pay (and has paid)
            in respect of the securities of a holder or deceased former holder,

      and in each case, the lien extends to reasonable interest and expenses
      incurred because the amount is not paid.

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

8.3   Nothing in this clause 8 prejudices or affects any right or remedy which
      any law may confer or purport to confer on the Company and as between the
      Company and every Member, his or her executors, administrators and estate,
      any such right or remedy shall be enforceable by the Company.

9     SALE OF SHARES SUBJECT TO LIEN

9.1   The Company may sell in such manner as the Directors think fit any Shares
      on which the Company has a lien, subject to clause 9.2.

9.2   Shares on which the Company has a lien cannot be sold unless:

      (a)   a sum in respect of which the lien exists is presently payable; and

      (b)   the Company has, at least 14 days before the date of the sale, given
            to the registered holder for the time being of the Share (or the
            person entitled to the Share by reason of death or bankruptcy of the
            registered holder) notice in writing stating and demanding payment
            of, that part of the amount in respect of which the lien exists as
            is presently payable.

9.3   Upon any sale of Shares under this clause 9, the Directors may authorise a
      person to transfer the Shares to the purchaser and the purchaser shall be
      registered as the holder of the Shares comprised in the transfer. The
      purchaser is not bound to see to the application of the purchase money nor
      is his or her title to the Shares affected by any irregularity or
      invalidity in the proceedings relating to the sale.

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9.4   The Company shall apply the proceeds of any sale of Share under this
      clause 9 in payment of that part of the amount in respect of which the
      lien exists as is presently payable, and the residue (if any) shall
      (subject to a like lien for sums not presently payable as existed upon the
      Shares before the sale) be paid to the person entitled to the Shares at
      the date of the sale.

10    CALLS ON SHARES

10.1  The Directors may, subject to the terms upon which any Shares may have
      been issued from time to time, make such calls as the Directors think fit
      upon the Members in respect of moneys unpaid on their respective Shares.

10.2  Calls may be made payable by instalments.

10.3  Not less than 30 Business Days' (or such lesser period as permitted by the
      Listing Rules) notice of a call, specifying the amount of the call, the
      time and place for payment and all other matters required to be specified
      in the notice by the Listing Rules, shall be given to Members liable to
      pay the call.

10.4  A call may be revoked, postponed or extended by the Directors.

10.5  A call is deemed to have been made at the time when the Resolution of the
      Directors authorising the call was passed.

10.6  The non-receipt of a notice of a call by or the accidental omission to
      give notice of a call to any of the Members does not invalidate the call.

10.7  Any amount that, by the terms of issue of a Share or otherwise, is payable
      at any fixed time or by instalments at fixed times, is payable as if it
      were a call duly made by the Directors and of which due notice had been
      given. If the amount is not paid when due, the provisions of this
      Constitution as to payment of interest, expenses, forfeiture or otherwise
      apply as if the amount had become payable by virtue of a call duly made
      and notified.

10.8  The joint holders of Shares are severally as well as jointly liable for
      the payment of all amounts of instalments and calls in respect of such
      Shares.

10.9  When issuing partly paid Shares, the Directors may differentiate between
      the Members as to the amount of calls to be paid and the times of payment.

10.10 If a sum called is not paid on or before the date for payment the person
      from whom the sum is due shall pay interest on the sum (or on so much as
      remains unpaid from time to time) at such rate as the Directors may
      determine, not exceeding 20% per annum, calculated from the date appointed
      for payment of the call until the time of actual payment. The Directors
      may waive such interest in whole or in part.

10.11 In the event of non-payment of any call the Company may proceed to recover
      the unpaid amount with interest and expenses (if any) by action, suit or
      otherwise against the relevant Member but any such action is without
      prejudice to the right to forfeit the relevant Share and either or both of
      such rights may be exercised by the Directors in their discretion.

10.12 In any proceedings under CLAUSE 10.11:

      (a)   proof of the following by the Company will be conclusive evidence of
            the debt:

            (i)   that the name of the Member sued is entered in the Register as
                  a holder of the relevant Shares;

            (ii)  that the resolution making the call is duly recorded in the
                  minute book;

            (iii) that notice of the call was duly given to the registered
                  holder of the Shares in accordance with clause 10.3, or (in
                  the case of calls or instalments payable at fixed times by the
                  terms of issue of the Share), those terms; and

<PAGE>

            (iv)  that the sum or call has not been paid;

      (b)   the Company need not prove:

            (i)   the appointment of the Directors who made the allotment or
                  call;

            (ii)  the passing of the resolution making the call; or

            (iii) any other matters.

10.13 The Directors may, if they think fit, accept from any Member all or any
      part of the amount unpaid on a Share although no part of that amount has
      been called up.

10.14 The Directors may authorise payment by the Company of interest upon the
      whole or any part of moneys paid in advance of a call until the amount
      becomes payable, at such rate as the Member paying such sum and the
      Directors agree upon.

10.15 Any amount paid in advance of calls is to be treated as an unsecured loan
      until a call is due and until that time not included or taken into account
      in ascertaining the amount of Dividend payable upon the relevant Shares.

10.16 The Directors may at any time repay any amount paid in advance of a call
      upon giving to the Member one month's notice in writing.

10.17 The Directors may at any time enter into on behalf of the Company
      contracts with any or all of the Members holding partly paid Shares to
      extinguish the liability of those Members to pay to the Company any amount
      unpaid on the Shares held by them, provided that such extinguishment of
      liability is done in accordance with the Corporations Law and the Listing
      Rules.

11    INSTRUMENT OF TRANSFER OF SHARES

11.1  If the Company participates in a computerised or electronic share transfer
      system conducted in accordance with the rules of the ASX, the transfer of
      Shares must be in accordance with those rules, including (where
      applicable) the SCH Business Rules.

Subject to CLAUSE 11.1:

      (a)   the instrument of transfer of any Shares shall be in writing in the
            form approved by the ASX or in such other form as the Directors may
            approve or in particular cases accept;

      (b)   the instrument of transfer of any Shares shall be executed by or on
            behalf of both transferor and the transferee, unless the instrument
            of transfer complies with any applicable law providing for deemed
            signature, or unless in the case of a fully paid Share, signature by
            the transferee has been dispensed with by the Directors. The
            instrument of transfer is deemed to have been signed by the
            transferor if it has been validated by the stamp of the transferor's
            broker in accordance with the Corporations Law. The instrument of
            transfer is deemed to have been signed by the transferee if it has
            been validated by the stamp of the transferee's broker in accordance
            with the Corporations Law; and

      (c)   every instrument of transfer and, except in the case of an
            uncertificated holding, the certificate for the Shares to be
            transferred and such other evidence (if any) as the Directors may
            require to prove title of the transferor or his right to transfer
            the Shares, shall be left for registration at the Office or such
            other place as the Directors may determine from time to time or, in
            the case of Shares on a Branch Register, at the Office or branch
            office or such other place as the Directors may determine from time
            to time. The Directors may waive the production of any Share
            certificate upon evidence satisfactory to the Directors of its loss
            or destruction.

11.3  A transferor of Shares remains the holder of Shares transferred until the
      name of the transferee is entered in the Register in respect of those
      Shares.

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12    RIGHT TO REFUSE REGISTRATION OF TRANSFER OF SHARES

12.1  The Directors must not in any way prevent, delay or interfere with the
      generation of a Proper SCH transfer or the registration of a paper-based
      transfer in registrable form.

12.2  Notwithstanding CLAUSE 12.1, the Company may ask SCH to apply a holding
      lock to prevent a proper SCH transfer, or refuse to register a paper-based
      transfer, in any of the following circumstances:

      (a)   the Company has a lien on the securities;

      (b)   the Company is served with a court order that restricts the Member's
            capacity to transfer the securities;

      (c)   registration of the transfer may breach an Australian law, and the
            ASX has agreed in writing to the application of a holding lock or
            that the Company may refuse to register a transfer but provided that
            the application of the holding lock does not breach an SCH Business
            Rule;

      (d)   during the escrow period of Restricted Securities;

      (e)   if the transfer is paper-based, the Company is allowed to refuse to
            register it under this Constitution or the Listing Rules;

      (f)   if the transfer is paper-based, a law related to stamp duty
            prohibits the entity from registering it; and

      (g)   if the transfer books or the Register are closed in accordance with
            CLAUSE 15.

12.3  If the Company refuses to register a paper-based transfer under clause
      12.2, it must tell the lodging party in writing of the refusal and the
      reason for it. The Company must do so within 5 Business Days after the
      date on which the transfer was lodged.

12.4  If the Company asks SCH to apply a holding lock under this clause 12, the
      Company must inform the Member of the securities in writing of the
      existence of the holding lock and the reason why the Company has requested
      that the holding lock be applied. The Company must do so within 5 Business
      Days after the date on which it asked for the holding lock.

12.5  All instruments of transfer which are registered shall be retained by the
      Company but any instrument of transfer which the Directors may decline to
      register shall, except in the case of fraud, or alleged fraud, upon demand
      in writing be returned to the party presenting it.

12.6  No fee shall be charged for the registration of a transfer but the
      Directors may charge a fee where the issue of certificates is to replace
      those lost or destroyed.

13    RESTRICTED SECURITIES

13.1  A Member cannot dispose of any Shares held by that Member if those Shares
      are Restricted Securities, except as permitted by the Listing Rules or the
      ASX.

13.2  The Company shall refuse to acknowledge, deal with, accept or register any
      sale, assignment or transfer of any Share that is a Restricted Security,
      except as permitted by the Listing Rules or ASX.

13.3  The Company may do all such things as may be necessary or appropriate for
      it to do under the Listing Rules or the SCH Business Rules to give effect
      to any restriction agreement entered into by the Company under the Listing
      Rules in relation to Restricted Securities.

13.4  In the event of a breach of the Listing Rules relating to Restricted
      Securities or of any restriction agreement entered into by the Company
      under the Listing Rules in relation to Restricted Securities, the Member
      holding the Shares in question shall cease to be entitled to any Dividends
      and to any voting rights in respect of those Shares for so long as the
      breach subsists.

<PAGE>

14    CANCELLATION OF CERTIFICATES ON TRANSFER

      With every application to the Company to register a transfer of Shares or
      to register any person as a Member in the case of transmission of the
      Shares, the issued certificate (if any) relating to those Shares must be
      delivered to the Company for cancellation. Upon registration a new
      certificate in similar form specifying the Shares transferred or
      transmitted shall be delivered to the transferee or transmittee. If
      registration of any transfer is required in respect of some only of the
      Shares specified in the certificate delivered to the Company, a new
      certificate specifying the Shares remaining untransferred shall be
      delivered to the transferor.

15    CLOSURE OF TRANSFER BOOKS AND REGISTER

      The Directors may determine when the transfer looks and the Register may
      be closed provided that they may only be closed during such times as the
      provisions of the Corporations Law, the Listing Rules and the SCH Business
      Rules permit.

16    TITLE OF SHARES ON DEATH OF MEMBER

      When a Member dies, the survivor or survivors, where the deceased was a
      joint holder of Shares, and the legal personal representative of the
      deceased where the deceased was a sole holder of Shares, shall be the only
      persons recognised by the Company as having any title to the Shares
      registered in the deceased's name. Nothing in this CLAUSE 16 releases the
      estate of a deceased joint holder of Shares from any liability in respect
      of any Share which has been jointly held with any other person.

17    TRANSMISSION OF SHARES

17.1  Any person who becomes entitled to a Share on the death or bankruptcy of a
      Member or to a Share of a Member of unsound mind may, upon producing such
      evidence as the Directors may require that he or she sustains the
      character in respect of which he or she proposes to act, or of his title,
      and in accordance with clause 17.2, elect either to be registered as the
      holder of the Share or to have some person nominated as the transferee.

17.2  If the person entitled to a Share pursuant to CLAUSE 17.1 elects to be
      registered as the holder of the Share, the person may give written notice
      to the Company stating his or her election to hold the Share. If the
      person entitled to the Share elects to have another person registered, the
      person entitled to the Share shall execute a transfer of the Share to that
      other person. Subject to the Corporations Law, all the provisions of this
      Constitution relating to the right to transfer and the registration of
      transfers of Shares apply to any such notice or transfer as if the death
      or bankruptcy of the Member had not occurred and the notice or transfer
      were a transfer executed by that Member.

17.3  A person entitled to be registered as a Member in respect of a Share by
      transmission is, upon the production of such evidence as may be required
      by the Directors, entitled to the same Dividends and other advantages, and
      to the same rights (whether in relation to Meetings, or to voting, or
      otherwise), as the registered holder would have been. Where 2 or more
      persons are jointly entitled to any Share in consequence of the death of
      the registered holder they are, for the purposes of this Constitution,
      deemed to be joint holders of the Share.

17.4  The provisions of this CLAUSE 17 are subject to any provisions of the SCH
      Business Rules which deal with notification of transmission on death or by
      operation of law.

18    CHESS

18.1  At any time when the Directors consider it to be expedient, the Company
      may participate in CHESS in respect of all Shares of the Company which
      have been granted Official Quotation or in respect of a class or classes
      of Shares which may have been granted Official Quotation and may at any
      time withdraw from such participation.

<PAGE>

18.2  Where the Company elects to participate in CHESS in respect of all Shares
      of the Company, the Company is not required to issue certificates for its
      shares, and may cancel certificates without issuing new certificates where
      the non-issue of certificates is permitted by law and the Listing Rules.

18.3  Where a Member elects to have all or part of his holding of Shares in the
      Company uncertificated under CHESS then, notwithstanding any other
      provisions of this Constitution, the Company is not required to issue a
      certificate for the Shares in respect of which the Member has so elected,
      and may cancel a certificate without issuing a new certificate where the
      non-issue of a certificate is permitted by law and the Listing Rules.

18.4  In respect of any transfer of such Shares, the Company may dispense with
      signature of a transferor where such a transfer is deemed to have been
      signed by the transferor by the validation of the stamp of the
      transferor's broker in accordance with the Corporations Law, the Listing
      Rules and the SCH Business Rules.

18.5  An instrument of transfer is deemed to have been signed by a transferee
      where it has been validated by the stamp of the transferee's broker in
      accordance with the Corporations Law, the Listing Rules and the SCH
      Business Rules.

19    COMPLIANCE WITH SCH BUSINESS RULES

      The Company shall, notwithstanding anything to the contrary in this
      Constitution, comply with the SCH Business Rules in relation to all
      transfers of Shares covered by the SCH Business Rules.

20    ALTERATION OF CAPITAL

      The Company may alter its share capital in any manner permitted by the
      Corporations Law and the Listing Rules.

21    REDUCTION OF SHARE CAPITAL

      The Company may reduce its share capital in any manner permitted by the
      Corporations Law and the Listing Rules.

22    REGISTERED OFFICE

      The Office of the Company shall be at such place in Australia as the Board
      may from time to time determine.

23    FORFEITURE

23.1  If any Member fails to pay any call or instalment or any money payable
      under the terms of allotment of a Share on or before the due date, the
      Directors may, during such time as the call or instalment remains unpaid,
      serve a notice on that Member requiring him or her to pay the amount due,
      together with any interest accrued, and all expenses incurred by the
      Company by reason of the non-payment.

23.2  The notice referred to in CLAUSE 23.1 must:

      (a)   specify a day (not being less than 7 days from the date of the
            notice) and a place or places, on and at which the call or
            instalment, interest and expenses, are to be paid; and

      (b)   state that in the event of non-payment at or before the time and the
            place appointed, the Shares in respect of which the call was made or
            the instalment is payable, will be liable to be forfeited, including
            all Dividends declared in respect of the Share and not actually paid
            prior to the forfeiture.

23.3  If the requirements of a notice referred to in clause 23.1 are not
      complied with, the relevant Shares may at any time thereafter, but before
      payment of all calls or instalments, interest and expenses due in respect
      of those Shares, be forfeited by a Resolution of the Directors to that
      effect. Such forfeiture will include all Dividends declared in respect of
      the forfeited Shares, and not actually paid prior to the forfeiture.

<PAGE>

23.4  When a Share is so forfeited under clause 23.3, notice of the Resolution
      will be given to the relevant Member and an entry of the forfeiture and
      the date of the forfeiture will be made in the Register as soon as
      practicable.

23.5  Any Shares forfeited will be deemed to be the property of the Company, and
      the Directors may hold, sell, re-allot or otherwise dispose of those
      Shares in such manner as they may think fit.

23.6  If any forfeited Shares are sold:

      (a)   any residue after the satisfaction of the monies due and unpaid in
            respect of the Shares and accrued interest and expenses, will be
            paid to the person forfeiting or his or her representatives or as
            the person forfeiting or his or her representatives may direct;

      (b)   the Company may receive the consideration and may execute a transfer
            of the Share in favour of the person to whom the Share is sold or
            disposed of;

      (c)   that person is then to be registered as the holder of the Share;

      (d)   the new holder of the Share will not be bound to see to the
            application of the purchase money; and

      (e)   the title of the new holder of the Share will not be effected by any
            irregularity or invalidity in connection with the forfeiture, sale,
            or disposal of the Share.

23.7  The Directors may, at any time before any forfeited Share has been sold,
      re-allotted, or otherwise disposed of, annul the forfeiture upon such
      conditions as they may think fit.

23.8  Any Member or the representative of a deceased Member whose Shares have
      been forfeited will, notwithstanding, be liable to pay, and will
      immediately pay, to the Company all calls, instalments, interest and
      expenses owing on or in respect of those Shares at the time of the
      forfeiture, together with interest on such amount, from the time of
      forfeiture until payment, at the rate, not exceeding 20% per annum,
      determined by the Directors, and the Directors may enforce the payment of
      all or part of such monies if they think fit, but will not be obliged to
      do so.

23.9  The provisions of this Constitution as to forfeiture apply in the case of
      non-payment of any sum that, by the terms of issue of a Share, becomes
      payable at a fixed time, whether on account of the nominal amount of the
      Share, or by way of premium, as if the sum had been payable by virtue of a
      call duly made and notified.

23A   SALE OF NON-MARKETABLE PARCELS

23A.1 In this CLAUSE 23A:

      "APPLICABLE LAW" means the Corporations Act, the Listing Rules and the SCH
      Business Rules.

      "DIVESTMENT NOTICE" means a notice given under CLAUSE 23A.6 to a Small
      Holder or a New Small Holder.

      "NEW SMALL HOLDER" means a Member who is the holder or joint holder of a
      New Small Holding.

      "NEW SMALL HOLDING" means a holding of Shares created after the date on
      which this CLAUSE 23A came into effect by the transfer of a parcel of
      Shares that was less than a marketable parcel within the meaning of the
      Listing Rules at the time the transfer document was initiated or, in the
      case of a paper based transfer document, at the time it was lodged.

      "RELEVANT PERIOD" means the period specified in a Divestment Notice under
      CLAUSES 23A.6 and 23A.7.

      "RELEVANT SHARES" means the Shares specified in a Divestment Notice.

      "SMALL HOLDER" means a Member who is the holder or a joint holder of a
      Small Holding.

<PAGE>

      "SMALL HOLDING" means a holding of Shares which at the relevant date is
      less than a marketable parcel of Shares within the meaning of the Listing
      Rules.

      "TAKEOVER" means:

      (a)   a takeover bid; or

      (b)   a similar bid under a foreign regime.

      The expressions "HOLDING ADJUSTMENT", "CHESS HOLDING", "ISSUER SPONSORED
      HOLDING" and "CERTIFICATED HOLDING" have the same meanings as in the SCH
      Business Rules.

23A.2 Subject to the Applicable Law, the Company may sell the Shares of a Small
      Holder in the manner set out in this CLAUSE 23A.

23A.3 Subject to CLAUSE 23A.4, the Company may only exercise its power under
      CLAUSE 23A.2, in respect of one or more Members, once in any 12 month
      period.

23A.4 The power of the Company under CLAUSE 23A.2 lapses following the
      announcement of a Takeover. However, the procedure may be started again
      after the close of offers made under the Takeover.

23A.5 Subject to the Applicable Law, the Company may sell the Shares of a New
      Small Holder in the manner set out in this CLAUSE 23A.

23A.6 The Company must not sell the Shares of a Small Holder or a New Small
      Holder unless it has given to the Member notice in writing stating:

      that the Member is a Small Holder or a New Small Holder, the number of
            Shares making up the Small Holding or New Small Holding and the date
            on which the market value (determined in accordance with the
            business rules of the ASX) of those Shares was determined;

      that the Company intends to sell the Relevant Shares in accordance with
            this clause after the end of the Relevant Period specified in the
            Divestment Notice; and

      if the Member is a Small Holder, that the Member may at any time before
            the end of the Relevant Period notify the Company in writing that
            the Member desires to retain the Relevant Shares and that if the
            Member does so the Company will not be entitled to sell those Shares
            under this clause.

      If the SCH Business Rules apply to the Relevant Shares, the Divestment
Notice must comply with the SCH Business Rules.

23A.7 For a Divestment Notice given to a Small Holder, the Relevant Period must
      be at least six weeks from the date the Divestment Notice is given. For a
      Divestment Notice given to a New Small Holder, the Relevant Period must be
      at least seven days from the date the Divestment Notice is given.

23A.8 To effect the sale and transfer by the Company of Relevant Shares of a
      Member, the Member:

      (a)   appoints the Company as the Member's agent, to sell, within a
            reasonable period after the end of the Relevant Period, all of the
            Relevant Shares through a member of the ASX in the ordinary course
            of trading on the stock market conducted by ASX and acting in good
            faith and to receive the sale consideration on behalf of the Member;
            and

      (b)   appoints the Company and each of its Directors from time to time
            jointly and severally as the Member's attorney in the name and on
            behalf of the Member to effect all transfers and execute all deeds
            or other documents or instruments necessary to effect the sale or
            transfer of the Relevant Shares, including initiating a Holding
            Adjustment to move the Relevant Shares from a CHESS Holding to an
            Issuer Sponsored Holding or a Certificated Holding the transferee.

23A.9 The transferee of Shares sold under this clause is not responsible for the
      regularity of proceedings or to the application of the purchase money in
      respect of the sale. After the transferee's name has been entered in the
      Register in respect of such Shares, the validity of the sale or other
      disposal may not be impeached by any person and the remedy of any person
      aggrieved by the sale or other disposal will be in damages only and
      against the Company exclusively. The title of the transferee to such
      Shares will not be affected by any irregularity in connection with the
      sale or disposal of the Shares to the transferee. A certificate in

<PAGE>

      writing from the Company signed by a Director or Secretary that a Share
      was sold in accordance with this CLAUSE 23A is sufficient evidence of that
      fact as against all persons claiming to be entitled to the Share.

23A.10 If all the Shares of two or more Members to whom this clause applies are
      sold to one purchaser the transfer may be effected by one instrument of
      transfer.

23A.11 Subject to CLAUSE 23A.12, where:

      Relevant Shares of a Member are sold by the Company on behalf of the
      Member under this CLAUSE 23A;

            and

      the certificate for the Relevant Shares (unless the Company is satisfied
            that the certificate has been lost or destroyed or the Relevant
            Shares are uncertificated) has been received by the Company,

      the Company must, within 60 days of the completion of the sale, send the
      proceeds of sale to the Member entitled to those proceeds by sending a
      cheque payable to the Member through the post to the address of the Member
      shown in the Register, or in the case of joint holders, to the address
      shown in the Register as the address of the Member whose name first
      appears in the Register. Payment of any money under this clause is at the
      risk of the Member to whom it is sent.

23A.12 In the case of a sale of the Relevant Shares of a New Small Holder in
      accordance with this clause, the Company is entitled to deduct and retain
      from the proceeds of sale, the costs of the sale as determined by the
      Company. In any other case, the Company or a purchaser must bear the costs
      of sale of the Relevant Shares. The costs of sale include all stamp duty,
      brokerage and government taxes and charges (except for tax on income or
      capital gains of the Member) payable by the Company in connection with the
      sale and transfer of the Relevant Shares.

23A.13 Unless the Directors determine otherwise, where a Divestment Notice is
      given to a New Small Holder in accordance with this CLAUSE 23A, then
      despite any other provision in this Constitution, the rights to receive
      payment of dividends and to vote attached to the Relevant Shares of that
      Member are suspended until the Relevant Shares are transferred to a new
      holder or that Member ceases to be a New Small Holder. Any dividends that
      would, but for this CLAUSE 23A.13, have been paid to that Member must be
      held by the Company and paid to that Member within 60 days after the
      earlier of the date the Relevant Shares of that Member are transferred and
      the date that the Relevant Shares of that Member cease to be subject to a
      Divestment Notice.

23A.14 Where the proceeds of sale or net proceeds of sale are unclaimed the
      Company must deal with them in accordance with the applicable laws dealing
      with unclaimed moneys.

24    PAYMENTS BY THE COMPANY

24.1  Whenever any law for the time being of any country, state or place imposes
      or purports to impose any immediate or future possible liability upon the
      Company to make any payments or empowers any government or taxing
      authority or governmental official to require the Company to make any
      payment in respect of any Shares held either jointly or solely by any
      Member or in respect of any Dividends or other moneys due or payable or
      which may become due or payable to such Member by the Company on or in
      respect of any Shares and whether in consequence of:

      (a)   the death of such Member;

      (b)   the liability for or the non-payment of any income tax or other tax
            by such Member;

      (c)   the liability for, or the non-payment of any estate, probate,
            succession, death, stamp or other duty by the executor or
            administrator of such Member or by or out of their estate; or

      (d)   any other act or thing,

      the Company in every case:

            (i)   shall be fully indemnified by such Member or their executor or
                  administrator from all liability;

<PAGE>

            (ii)  shall have a charge and a lien upon the Shares registered in
                  any of the Company's Registers as held either jointly or
                  solely by such Member for all moneys paid by the Company in
                  respect of such Shares;

            (iii) shall have a charge and a lien upon all Dividends, bonuses and
                  other moneys payable in respect of the Shares registered in
                  any of the Company's Registers as held either jointly or
                  solely by such Member for all moneys paid or payable by the
                  Company in respect of their Shares together with interest at
                  the rate, not exceeding 20% per annum, determined by the
                  Directors, from the date of payment to date of repayment and
                  may deduct or set off against any such Dividends, bonuses or
                  other moneys payable as aforesaid, any moneys paid or payable
                  by the Company, together with interest;

            (iv)  may recover as a debt due from such Member or their executor
                  or administrator, wherever constituted, any moneys paid by the
                  Company in consequence of any such law and interest payable at
                  the rate and for the period aforesaid in excess of any
                  dividends, bonuses or moneys as aforesaid then due or payable
                  by the Company to such member; and

            (v)   may refuse to register a transfer of any Shares by any such
                  member or their executor or administrator until such money and
                  interest owing is set off or deducted, or, in case the debt
                  exceeds the amount of any such dividends, bonuses or other
                  moneys payable then due or payable by the Company to such
                  member until such excess is paid to the Company.

24.2  Nothing in this clause shall prejudice or affect any right or remedy which
      any law or this Constitution may confer or purport to confer on the
      Company, and as between the Company and every such Member, their executor,
      administrator and estate wherever constituted or situate, any right or
      remedy which any Corporation Law or this Constitution may confer or
      purport to confer on the Company shall be enforceable by the Company.

25    GENERAL MEETINGS

25.1  An Annual General Meeting of the Company must (unless otherwise permitted
      by the Corporations Law) be held:

      (a)   at least once in every calendar year, and

      (b)   within the period of 5 months after the end of its financial year.

25.2  General Meetings of the Company other than Annual General Meetings are in
      this Constitution called General Meetings.

25.3  The Directors may whenever they think fit convene a General Meeting.

25.4  Except as provided in ss 249D, 249E and 249F of the Corporations Law, no
      Member or Members may convene a General Meeting.

25.5  The Company may hold a General Meeting at 2 or more venues using any
      technology that gives the Members as a whole a reasonable opportunity to
      participate.

26    NOTICE OF GENERAL MEETINGS

26.1  Subject to the provisions of the Corporations Law as to the notice
      required for Special Resolutions, not less than 28 days' notice (exclusive
      of the day on which the notice is given or deemed to be given but
      inclusive of the day for which the meeting is convened) of any General
      Meeting shall be given in writing to all the Members entitled to receive
      notices of Meetings in the manner provided in this Constitution unless
      otherwise permitted by the Corporations Law.
<PAGE>

26.2  Every notice of a General Meeting must comply with s 249L of the
      Corporations Law.

26.3  The accidental omission to give notice of any General Meeting to or the
      non-receipt of any such notice by any of the Members or the Auditors or
      the Secretary or the ASX or the accidental omission to advertise (if
      necessary) such meeting shall not invalidate the proceedings at or any
      Resolution passed at any such Meeting.

27    CANCELLATION AND POSTPONEMENT OF A GENERAL MEETING

27.1  Subject to this CLAUSE 27, the Directors may, by advertisement published
      in a newspaper circulating in each capital city of every Australian State
      or Territory, on or before the day of a proposed General Meeting, cancel a
      proposed General Meeting convened by them.

27.2  Where a proposed General Meeting was requisitioned by Members pursuant to
      the Corporations Law, that Meeting may only be cancelled by the Directors
      if a written notice of withdrawal of the requisition signed by the
      requisitioning Members has been deposited at the Office.

27.3  The Directors shall, in addition to publication of advertisements in
      accordance with clause 27.1 endeavour to notify each Member of
      cancellation of a proposed General Meeting by posting a notice to the
      address of each Member as stated in the Register. Failure to post such
      notice to any Member or the non-receipt of such notice by any Member does
      not affect the validity of the cancellation of the proposed General
      Meeting.

27.4  The Directors may, by advertisement published in a newspaper circulating
      in each capital city of every Australian State or Territory, on or before
      the day of a proposed General Meeting, postpone the proposed General
      Meeting for a period not exceeding 28 days or vary the venue of the
      proposed General Meeting, but no business may be transacted at any
      postponed Meeting other than the business stated in the notice to Members
      of the postponed General Meeting.

27.5  The Directors shall, in addition to publication of advertisements in
      accordance with clause 27.4, endeavour to notify each Member of
      postponement or variation of venue of a proposed General Meeting by
      posting a notice to the address of each Member as stated in the Register.
      Such notice shall include details of the day, time and place on and at
      which the postponed General Meeting will be held or in the case of
      variation of venue, details of the new venue. Failure to post such notice
      to any Member or the non-receipt of such notice by any Member does not
      affect the validity of the postponement or variation of venue of the
      proposed General Meeting.

27.6  A proposed General Meeting may not be postponed on more than 2 occasions.

28    QUORUM AT GENERAL MEETINGS

28.1  The following provisions apply regarding the quorum at General Meetings:

      (a)   Three Members personally present and entitled to vote shall be a
            quorum for a General Meeting for the choice of a Chairman, the
            declaration of a dividend, and the adjournment of the Meeting. For
            all other purposes the quorum for a General Meeting shall be Members
            personally present and entitled to vote, not being less than three
            in number and holding or representing not less than one-tenth of the
            issued capital of the Company.

      (b)   No business shall be transacted at any General Meeting unless a
            quorum is present at the commencement of the General Meeting.

28.2  If within 30 minutes after the time appointed for the holding of a General
      Meeting a quorum is not present, the General Meeting, if convened upon the
      requisition of Members or for the purpose of winding up the Company
      voluntarily, is dissolved but in any other case it stands adjourned to the
      same day in the next week (if that day is not a Business Day, then the
      first Business Day after that day) at the same time and place or to such
      other day, time and place as the Directors may appoint by notice to the
      Members. If at such adjourned General Meeting a quorum is not present
      within 15 minutes from the time appointed for the meeting the Members
      present (being not less than 2) are a quorum.

<PAGE>

29    BUSINESS OF ANNUAL AND GENERAL MEETINGS

29.1  The business of an Annual General Meeting is:

      (a)   to receive and consider the financial report, directors' report and
            the auditor's report prepared in accordance with the Corporations
            Law;

      (b)   to elect Directors; and

      (c)   to transact any other business which under the Corporations Law or
            this Constitution ought to be transacted at an Annual General
            Meeting.

29.2  All business that is transacted at an Annual General Meeting other than
      the ordinary business of an Annual General Meeting as provided in clause
      29.1, and all business transacted at any other General Meeting, shall be
      deemed "Special Business".

29.3  Members may give notice to the Company that they propose to move a
      resolution at a General Meeting in accordance with the procedures set out
      in s 249N of the Corporations Law.

30    CHAIRMAN OF GENERAL MEETING

30.1  The Chairman or in his or her absence the deputy Chairman (if any) shall
      be entitled to take the chair at every General Meeting. If there is no
      Chairman or deputy Chairman, or if at any General Meeting, he or she is
      not present within 15 minutes after the time appointed for holding that
      meeting, or is unwilling to act, the Directors present may choose one of
      their number as a Chairman but if they do not, the Members present may
      choose one of the Directors to be Chairman, and if no Director present is
      willing to take the chair, the Members shall choose one of their number to
      be Chairman.

30.2  The Chairman of any General Meeting must allow a reasonable opportunity
      for the Members as a whole at the relevant meeting to ask questions about
      or make comments on the management of the Company. The Chairman must also
      allow a reasonable opportunity for the Members as a whole at the meeting
      to ask the auditor (or the auditor's representative) (if present)
      questions relevant to the conduct of the audit and the preparation and
      content of the auditor's report.

31    ADJOURNMENT

      The Chairman of the Meeting may, with the consent of the Meeting, adjourn
      the Meeting from time to time and from place to place. No business may be
      transacted at any adjourned Meeting other than the business left
      unfinished at the Meeting from which the adjournment took place. If any
      Meeting is adjourned for more than 30 days, then notice of such
      adjournment shall be given to all the Members entitled to receive notices
      of General Meetings but otherwise it shall not be necessary to give any
      notice of an adjournment or of the business to be transacted at any
      adjourned Meeting. If notice of adjournment is required under this CLAUSE
      31, the notice shall be of the same duration and it shall be given in the
      same manner as notice of the original Meeting was required to be given.

32    DISRUPTION AND TERMINATION OF MEETING

32.1  If any General Meeting becomes so unruly or disorderly, whether or not
      accompanied by any violence or threats of violence, that in the opinion of
      the Chairman the business of the Meeting cannot be conducted in a proper
      and orderly manner, the Chairman may in his or her sole and absolute
      discretion and without giving any reason either adjourn or terminate the
      Meeting. If any General Meeting is, in the opinion of the Chairman, unduly
      protracted, the Chairman may in his or her sole and absolute discretion
      and without giving any reason adjourn the Meeting.

32.2  If any General Meeting is terminated by the Chairman pursuant to clause
      32.1, the Chairman must put any items of business uncompleted at the
      Meeting of which notice was given in the notice convening the Meeting and
      which required a vote thereon, to the vote by poll either without
      discussion then and there or at such other time and in such manner as the
      Chairman directs. The results of any such poll on each such

<PAGE>

      item of business as notified to the Chairman by the scrutineers are deemed
      for all purposes to be Resolutions of the Meeting and shall be recorded in
      the minutes of the Meeting accordingly.

33    ENTITLEMENT TO VOTE AT GENERAL MEETINGS

33.1  (a)   Subject to any rights or restrictions for the time being attached to
            any Shares, votes may be given either personally or by proxy or by
            attorney under power or in the case of a corporation by its duly
            authorised representative.

      (b)   No person is entitled to vote unless he or she is a Member and
            present in person or by proxy or attorney or is the duly authorised
            representative of a corporation which is a Member.

33.2  Subject to the rights or restrictions attached to any Shares, on a show of
      hands every Member present in person or by proxy or attorney or by duly
      authorised representative has one vote.

33.3  On a poll, every Member present in person or by proxy or attorney or by
      duly authorised representative has one vote for every fully paid Share and
      a fraction of a vote for every partly paid Share equivalent. The fraction
      must be equivalent to the proportion which the amount paid (not credited)
      is of the total amounts paid up and payable (excluding amounts credited).
      Amounts paid in advance of a call are ignored when calculating the
      proportion.

33.4  Notwithstanding anything express or implied in this Constitution a Member
      is not entitled to vote at any General Meeting in respect of any Shares
      held by the Member upon which calls remain unpaid.

33.5  (a)   If 2 or more persons are registered as joint holders of any Share,
            one only of such holders shall be entitled to vote at a Meeting
            either personally or by proxy, attorney or duly authorised
            representative in respect of such Share as if he or she were solely
            entitled to it.

      (b)   If more than one of such joint holders is present at any Meeting
            personally or by proxy, attorney or duly authorised representative
            and seeks to vote, then that one of the holders present whose name
            stands first on the Register and no other shall be entitled to vote
            in respect of such Share.

      (c)   Several executors or administrators of a deceased Member in whose
            name any Share stands shall for the purpose of this CLAUSE 33 be
            deemed joint holders of such Share.

33.6  Any person entitled under clause 11 to take a transfer of any Shares may
      vote at any Meeting in respect of those Shares in the same manner as if he
      or she were the registered holder of those Shares, provided that at least
      48 hours before the time of the Meeting or adjourned Meeting as the case
      may be at which he or she proposes to vote, he or she must satisfy the
      Directors of his or her right to take a transfer of those Shares unless
      the Directors have admitted his or her right to vote at that Meeting.

34    DECISION ON QUESTIONS AT A GENERAL MEETING

34.1  Every Resolution submitted to a General Meeting shall be decided by a show
      of hands unless a poll (before or on the declaration of the result of the
      show of hands) is demanded in accordance with clause 35.1.At any General
      Meeting (unless a poll is demanded as referred to in clause 35.1) a
      declaration by the Chairman that a Resolution has been carried or carried
      by a particular majority or lost or not carried by a particular majority
      and an entry in the book of minutes of proceedings of the Company signed
      by the Chairman of that or the next succeeding Meeting is conclusive
      evidence of the fact without proof of the number or proportion of the
      votes recorded in favour of or against such Resolution.

35    TAKING A POLL

35.1  A poll may be demanded on any Resolution. At a General Meeting, a poll may
      be demanded by:

      (a)   at least 5 Members entitled to vote on the Resolution; or

      (b)   Members with at least 5% of the votes that may be cast on the
            Resolution on a poll; or

<PAGE>

      (c)   the Chairman of the General Meeting.

35.2  If a poll is demanded it will be taken in such manner and either by ballot
      or otherwise and at such time and at such place as the Chairman of the
      Meeting directs and either at once or after an interval or adjournment or
      otherwise and the result of the poll is the Resolution of the Meeting at
      which the poll was demanded.

35.3  If a poll is held after an adjournment, the Chairman of the Meeting may
      direct that the time allowed for the lodgement of proxies and powers of
      attorney be extended until such time as he or she directs for the purpose
      of allowing votes to be cast on the poll.

35.4  No poll may be demanded on the election of a Chairman of a Meeting and a
      poll demanded on any question of adjournment shall be taken at the Meeting
      and without an adjournment.

35.5  The demand for a poll does not prevent the continuance of a Meeting for
      the transaction of any business other than the question on which a poll
      has been demanded.

35.6  The demand for a poll may be withdrawn.

36    CASTING VOTE OF CHAIRMAN

      In the case of an equality of votes the Chairman of the Meeting may on a
      show of hands and on a poll have a casting vote in addition to his
      deliberative vote (if any).

37    VALIDITY OF VOTES

37.1  An objection to the validity of any vote may only be made at a Meeting or
      adjourned Meeting or poll at which that vote is tendered and every vote
      not disallowed at any such Meeting or poll is valid for all purposes.

37.2  The Chairman of any Meeting is the sole judge of the validity of every
      vote tendered and the Chairman's determination is final and conclusive.

38    VOTES BY PROXY

38.1  (a)   Any Member may appoint not more than 2 proxies to vote on his or her
            behalf.

      (b)   A proxy need not be a Member of the Company.

      (c)   Where a Member appoints 2 proxies, the appointment may specify the
            proportion or number of the Member's votes that each proxy may
            exercise. If the appointment does not specify the proportion or
            number of the Member's votes that each proxy may exercise, each
            proxy may exercise half of the Member's votes.

38.2  A proxy appointed to attend and vote for a Member has the same rights as
      the Member:

      (a)   to speak at the Meeting; and

      (b)   to vote (but only to the extent allowed by the appointment); and

      (c)   join in a demand for a poll.

38.3  A vote given or act done in accordance with the terms of an instrument of
      proxy or power of attorney is valid notwithstanding the previous death of
      the principal or revocation of the proxy or power of attorney or transfer
      of the Share in respect of which the vote is given or act done, unless a
      duly authenticated notice in writing of the death, revocation or transfer
      has been received at the Office before the vote is given or act done.

<PAGE>

38.4  A proxy may be revoked at any time by notice in writing to the Company.
      The Company must record in the minutes of a Meeting the information
      required by the Corporations Law in relation to proxies and votes cast.

38.5  If the Company is required to notify the ASX of a Resolution passed by
      Members at a Meeting of the Company, the Company must at the same time
      give the ASX the information specified in CLAUSE 38.4 if required by the
      Corporations Law.

39    INSTRUMENT APPOINTING A PROXY

39.1  In a notice of meeting for a General Meeting, the Company:

      (a)   must specify a place and a fax number; and

      (b)   may specify an electronic or e-mail address,

      for the purposes of receipt of proxy appointments.

39.2  The instrument appointing a proxy (and the power of attorney (if any)
      under which it is signed or satisfactory proof to the Directors of that
      power) must be received by the Company not less than 48 hours before the
      Meeting, or adjourned Meeting as the case may be, at which the person
      named in such instrument proposes to vote.

39.3  An instrument appointing a proxy is received when it is received at any of
      the following:

      (a)   the Office;

      (b)   a fax number at the Office; or

      (c)   a place, fax number or electronic or e-mail address specified for
            the purpose in the notice of meeting.

39.4  An instrument appointing a proxy shall be in writing signed by the
      appointor or his or her attorney duly authorised in writing or if that
      appointor is a corporation under its common seal or signed by its attorney
      or officer duly authorised. The instrument appointing a proxy is deemed to
      confer authority to vote on a show of hands, to demand or join in
      demanding a poll and to vote on an adjournment of a Meeting.

39.5  A proxy may only be for a single Meeting (and any postponement or
      adjournment of that Meeting) and each proxy must specify the day upon
      which the Meeting at which it is intended to be used is to be held and be
      available only at that Meeting.

39.6  An instrument appointing a proxy may specify the manner in which the proxy
      is to vote in respect of a particular Resolution and, where an instrument
      of proxy so provides, the proxy is not entitled to vote on the Resolution
      except as specified in the instrument.

39.7  Every instrument of proxy must be in the form determined by the Directors
      from time to time and may make provision for the Chairman of the Meeting
      to act as proxy in the absence of any other appointment or if any
      nominated person fails to attend.

40    NUMBER OF DIRECTORS

40.1  The number of Directors shall be not less than 3 nor more than 8.

40.2  The Company in General Meeting may increase or reduce the number of
      persons who may be appointed Directors but the minimum shall not be
      reduced below 3.

40.3  If at any time the number of Directors falls below 3, the continuing or
      surviving Directors may act in cases of emergencies or for the purpose of
      increasing the number of Directors to that minimum number or of calling a
      General Meeting of the Company but for no other purpose.

<PAGE>

40.4  If at any time there is no Director of the Company or no Director capable
      of performing the functions of a Director, the Secretary or any Member may
      convene a General Meeting for the purpose of electing a Board of
      Directors. Any Directors so elected will hold office until the next Annual
      General Meeting.

41    DIRECTORS' SHARE QUALIFICATION

      Unless otherwise determined by the Company in General Meeting, there shall
      be no shareholding qualification for Directors.

42    CASUAL VACANCIES OF DIRECTORS

42.1  The Directors may at any time appoint any person as a Director either to
      fill a casual vacancy or as an additional Director, provided that the
      total number of Directors does not exceed the maximum number specified in
      clause 40.1.

42.2  Any Director appointed under clause 42.1 holds office only until the
      conclusion of the next Annual General Meeting of the Company and is
      eligible for re-election at that meeting. Such Director shall not be taken
      into account in determination of the number of Directors who are to retire
      by rotation at such Meeting and shall not be regarded as a Director
      retiring by rotation at such Meeting.

43    DIRECTORS' RETIREMENT BY ROTATION AND FILLING OF VACATED OFFICES

43.1  At every Annual General Meeting, one-third of the Directors (subject to
      clause 43.2) or if their number is not a whole multiple of 3 then the
      number nearest to but not exceeding one-third shall retire from office,
      provided that no Director (except a Managing Director) may retain office
      for more than 3 years or until the third Annual General Meeting following
      his or her appointment, whichever is the longer, without submitting
      himself or herself for re-election. A retiring Director shall act as a
      Director throughout the meeting at which he or she retires. An election of
      directors shall take place each year.

43.2  Each year the Director or Directors to retire is the one-third or other
      nearest number who have been longest in office since their last election.
      As between 2 or more who have been in office an equal length of time the
      Director or Directors to retire shall in default of agreement between them
      be determined by lot. A retiring Director is eligible for re-election.

43.3  The Company at any Annual General Meeting at which any Director retires
      may fill the vacated office by re-electing the Director or electing some
      other person to fill the vacancy.

43.4  No person except a Director retiring by rotation, a Director appointed by
      virtue of clause 42 or a person recommended by the Directors for election,
      is eligible for election to the office of Director at any General Meeting
      unless he or she or a Member intending to propose him or her has at least
      30 Business Days before the meeting, left at the Office a notice in
      writing duly signed by the nominee giving his or her consent to nomination
      and signifying his or her candidature for the office or the intention of
      such Member to propose him or her. The Company shall accept any such
      notice of nomination for election to the office of director up to and
      including the 30th Business Day prior to the date of the meeting. Notice
      of each and every candidature shall be forwarded to all Members at least
      14 days prior to the Meeting at which an election is to take place.

43.5  Any Director may retire from office by giving notice in writing to the
      Company of his or her intention to do so and that resignation takes effect
      upon the expiration of the notice or its earlier acceptance.

43.6  No Auditor or partner or employee or employer of an Auditor shall be
      capable of being appointed a Director.

44    REMOVAL OF DIRECTORS

      Subject to the Corporations Law, the Company may by Resolution passed at
      any General Meeting remove any Director before the expiration of his or
      her period of office and appoint another person in his or her place. That
      person holds office during such time only as the Director in whose place
      he or she is appointed would have held office.

<PAGE>

45    VACATION OF OFFICE OF DIRECTORS

45.1  In addition to the circumstances in which the office of Director becomes
      vacant by virtue of the Corporations Law, the office of Director becomes
      vacant if the Director:

      (a)   becomes an insolvent under administration or suspends payment or
            compounds with or assigns his estate for the benefit of his
            creditors;

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

      (c)   is removed from office pursuant to this Constitution;

      (d)   absents himself or herself from the Meetings of Directors for a
            continuous period of 6 months without special leave of absence from
            the Directors (unless represented by an Alternate Director) and the
            Directors consequently declare his seat to be vacant;

      (e)   fails to pay any call due on any Shares held by him or her for one
            month or such further time as the Directors may allow after the time
            when the call was made;

      (f)   resigns from office by notice in writing to the Company left at the
            Office (and such resignation is accepted or is not withdrawn within
            one month);

      (g)   refuses to act;

      (h)   is directly or indirectly interested in any contract with the
            Company and fails to declare the nature of his interest in the
            manner required by the Corporations Law;

      (i)   is convicted of any felony; or

      (j)   ceases to be, or becomes prohibited from being, a Director by virtue
            of the Corporations Law or any order made under the Corporations
            Law.

45.2  No proceedings of the Board will be invalidated because a Director taking
      part or concurring in the Meeting has been disqualified unless an entry
      has been made in the minutes of the Board of the Director's office having
      been vacated.

45.3  Any Director whose office becomes vacant is eligible for immediate
      re-election provided that the disqualifying conditions may be dispensed
      with, altered, varied or modified by a Special Resolution.

ALTERNATE DIRECTORS

46.1  Each Director has power to appoint any person, other than an Auditor or a
      partner, employer or employee of an Auditor, approved for that purpose by
      a majority of the other Directors to act as an Alternate Director in his
      or her place.

46.2  The appointment of an Alternate Director constitutes the appointed person
      as an Alternate Director for each Director appointing him or her and he or
      she shall be as competent to exercise the directorial functions of each
      appointing Director (in addition to his own functions if he is himself a
      Director) as if each such Director had appointed different persons to act
      as their Alternate Directors. The presence of an Alternate Director at any
      Meeting shall for all purposes be counted as the presence of each of the
      appointing Directors (in addition to his or her own presence if himself or
      herself a Director).

46.3  Notice of meetings of the Board convened while an Alternate Director is in
      office shall be deemed due notice to both the Alternate Director and the
      appointing Director if given to either of them.

<PAGE>

46.4  An Alternate Director:

      (a)   is entitled (so far as is consistent with the duration and nature of
            his or her appointment and subject to contrary provisions of this
            Constitution) to attend and vote at any Meeting of the Board in the
            place of the appointing Director if that appointing Director is not
            present at the Meeting;

      (b)   may exercise all the powers (except the power to appoint an
            Alternate) of the appointing Director insofar as that appointing
            Director has not exercised them;

      (c)   will perform, observe and discharge all the directorial functions of
            the appointing Director insofar as that appointing Director has not
            performed them;

      (d)   is not entitled to receive any remuneration from the Company as a
            Director but the appointing Director is entitled to such
            remuneration as he or she would have received if he or she had
            personally performed the functions performed by the Alternate
            Director;

      (e)   is while acting as an Alternate Director, responsible to the Company
            for his own acts and defaults and will not be deemed to be the agent
            of the appointing Director;

      (f)   may be removed or suspended from office by notice to the Company in
            writing signed by the appointing Director;

      (g)   will ipso facto vacate office if he or she is disqualified under
            this Constitution or if the appointing Director dies or otherwise
            vacates office;

      (h)   may at any time be suspended or removed as an Alternate Director by
            Resolution of the Directors provided the Directors give the
            appointing Director reasonable notice of their intention so to do;
            and

      (i)   is not entitled to act as Chairman of the Board or of a committee in
            place of the appointing Director, but may be chosen as the chairman
            of a Meeting of the Board or of a committee or of a General Meeting
            of the Company pursuant to this Constitution.

46.5  A Director or any other person may act as Alternate Director to represent
      more than 1 Director.

46.6  (a)   A reference in this CLAUSE 46 to "appointing Director" means a
            Director who appoints an Alternate Director; and

      (b)   where the subject or context does not otherwise require, the word
            "Director" where appearing in this Constitution shall be deemed to
            include an Alternate Director.

47    MANAGING DIRECTOR

47.1  The Board may from time to time:

      (a)   appoint one of their number to the office of Managing Director of
            the Company for such period, but not for life, and on such terms as
            they think fit;

      (b)   subject to the terms of any agreement in a particular case, suspend,
            remove or dismiss a Managing Director from office and appoint
            another in his place; or

      (c)   appoint a temporary substitute in a Managing Director's absence or
            inability to act.

47.2  No Managing Director, while under suspension from office, shall be
      entitled to attend any meeting of the Board or to vote at any such
      meeting.

<PAGE>

47.3  A Managing Director may be known by that title or by any other title
      determined by the Board.

47.4  A Managing Director shall not, while continuing to hold that office, be
      subject to retirement by rotation, or be taken into account in determining
      the rotation or retirement of Directors but shall be subject to the same
      provisions as to resignation and removal as the other Directors. If a
      Managing Director ceases from any cause to hold the office of Director his
      or her appointment as Managing Director shall automatically terminate.

47.5  Subject to CLAUSE 47.6 and the terms of any agreement entered into in a
      particular case, the Managing Director or an Executive Director shall
      receive such remuneration as the Board determines.

47.6  The Managing Director and any other Executive Director shall not be
      entitled to be remunerated by commission on or percentage of operating
      revenue of the Company.

48    REMUNERATION OF DIRECTORS

48.1  Subject to the Listing Rules and CLAUSE 48.2, the Directors shall be paid
      for their services as Directors such remuneration (not exceeding a maximum
      sum that is from time to time approved by the Company by resolution passed
      in General Meeting) as the Directors determine. The notice convening a
      General Meeting at which it is proposed to seek approval to increase that
      maximum sum shall be in accordance with the requirements of the Listing
      Rules and shall specify the proposed new maximum sum and the amount of the
      proposed increase.

48.2  Any Director who is remunerated as an Executive Director shall not be
      remunerated under CLAUSE 48.1.

48.3  The remuneration fixed under CLAUSE 48.1:

      (a)   shall be divided among the Directors in the proportions as they may
            agree or, if they cannot agree, equally among them;

      (b)   is exclusive of any benefits which the Company provides to Directors
            in satisfaction of legislative schemes including, without
            limitation, benefits provided under superannuation guarantee or
            training guarantee or similar schemes; and

      (c)   is exclusive of any indemnity paid by the Company under this
            Constitution and any premium paid by the Company in respect of a
            contract insuring a Director against liability incurred as an
            officer of the Company.

48.4  The Directors shall also be entitled to be paid or reimbursed for all
      travelling and other expenses properly incurred by them in attending and
      returning from any meeting of the Directors, committee of the Directors,
      General Meetings of the Company or otherwise in connection with the
      business or affairs of the Company.

48.5  If any Director, with the approval of the Directors, performs extra
      services or makes any special exertions for the benefit of the Company,
      the Directors may approve the payment to that Director of special and
      additional remuneration as the Directors think fit having regard to the
      value to the Company of the extra services or special exertions. Any
      special or additional remuneration shall not include a commission on or a
      percentage of profits or operating revenue.

48.6  Remuneration payable by the Company and any entity under its control to
      Directors shall be by a fixed sum, and not by a commission on, or
      percentage of, the profits or operating revenue of the Company.

49    DIRECTORS' REMUNERATION ON RETIREMENT OR DEATH

49.1  When or at any time after a Director retires or otherwise ceases to hold
      office as a Director, the Directors may pay to the former Director, or in
      the case of the death of the Director to the legal personal
      representatives or dependants of that Director or any of them a gratuity,
      pension, or allowance or lump sum payment in respect of past services of
      that Director, including any superannuation, retiring allowance,
      superannuation gratuity or similar payment, of an amount not exceeding the
      amount permitted

<PAGE>

      by the Corporations Law and the Listing Rules. The Company may contract
      with any Director other than an Executive Director to secure payment of
      any such sum to that Director, to the legal personal representatives or
      dependants of that Director or any of them.

49.2  A determination made by the Directors in good faith that a person is or
      was at the time of the death of a Director a dependant of that Director is
      conclusive for all purposes of clause 49.1.

50    REGULATION OF PROCEEDINGS OF DIRECTORS

      The Directors may meet together for the despatch of business and adjourn
      and otherwise regulate their Meetings as they see fit.

51    QUORUM OF DIRECTORS

      A quorum of Directors is 2 (or such other number as determined by the
      Directors from time to time).

52    CONVENING AND NOTICE OF MEETINGS

52.1  A Director may at any time, and the Secretary upon the request of a
      Director, shall convene a Meeting of the Directors.

52.2  Notice of a Directors' Meeting may be given by pre-paid post, telephone,
      facsimile or other similar means of communication to each Director and
      Alternate Director at his or her notified place of residence. Non-receipt
      of any notice of a Meeting of Directors by a Director does not affect the
      validity of the convening of the Meeting.

53    MEETINGS OF DIRECTORS BY INSTANTANEOUS COMMUNICATION DEVICE

53.1  For the purposes of this Constitution, the contemporaneous linking
      together by Instantaneous Communication Device of a number of consenting
      Directors not less than the quorum, whether or not any one or more of the
      Directors is out of Australia, is deemed to constitute a meeting of the
      Directors and all the provisions of this Constitution as to the Meetings
      of the Directors shall apply to such Meetings held by Instantaneous
      Communication Device subject to the following conditions:

      (a)   all the Directors for the time being entitled to receive notice of
            the Meeting of Directors (including any alternate for any Director)
            are entitled to notice of a Meeting by Instantaneous Communication
            Device and to be linked by Instantaneous Communication Device for
            the purposes of that Meeting. Notice of the Meeting may be given on
            the Instantaneous Communication Device or in any other manner
            permitted by this Constitution;

      (b)   at the commencement of the Meeting each of the Directors taking part
            in the Meeting by Instantaneous Communication Device must be able to
            hear each of the other Directors taking part; and

      (c)   at the commencement of the Meeting each Director must acknowledge
            his or her presence for the purpose of a Meeting of the Directors of
            the Company to all the other Directors taking part.

53.2  A Director shall not leave the Meeting by disconnecting his Instantaneous
      Communication Device unless he has previously obtained the express consent
      of the Chairman of the Meeting. A Director is conclusively presumed to
      have been present and to have formed part of the quorum at all times
      during the Meeting by Instantaneous Communication Device unless that
      Director has previously obtained the express consent of the Chairman of
      the Meeting to leave the Meeting.

53.3  A minute of the proceedings of a Meeting by Instantaneous Communication
      Device is sufficient evidence of those proceedings and of the observance
      of all necessary formalities if certified as a correct minute by the
      Chairman of the Meeting and by another Director or the Secretary.

<PAGE>

54    WRITTEN RESOLUTIONS OF DIRECTORS

54.1  Subject to the Corporations Law, a Resolution in writing signed by all the
      Directors for the time being present in Australia is as valid and
      effectual as if it had been passed at a Meeting of the Directors duly
      convened and held.

54.2  For the purposes of CLAUSE 54.1:

      (a)   any such Resolution may consist of several documents in like form
            each signed by 1 or more Directors;

      (b)   the Resolution must be entered in the minutes of the Directors'
            Meetings as soon as practicable;

      (c)   an electronically transmitted facsimile copy of a document received
            by the Company and apparently signed by a Director is deemed to be a
            document signed by that Director; and

      (d)   a reference to "all the Directors" does not include a reference to
            an Alternate Director whose appointor has signed the document or a
            Director who is not competent to vote on the Resolution.

55    VOTING AT DIRECTORS' MEETING

55.1  (a)   Questions and Resolutions arising at any Meeting of the Directors
            shall be decided by a majority of votes and each Director has 1
            vote.

      (b)   A person who is an Alternate Director is entitled (in addition to
            his or her own vote if he or she is a Director) to 1 vote on behalf
            of each Director whom the Alternate Director represents as an
            Alternate Director at the Meeting and who is not personally present.

      (c)   If there is an equality of votes on any question or Resolution, the
            Chairman, if entitled to vote on the question or Resolution, may
            exercise a casting vote in addition to any other vote the Chairman
            may have, except where 2 Directors constitute a quorum and there are
            only 2 Directors present at the Meeting or only 2 Directors are
            eligible to vote on that question or Resolution.

55.2  While a Director has failed to pay a call on Shares held by that Director,
      that Director is not entitled to:

      (a)   be present in person or by an Alternate Director at a meeting of
            Directors;

      (b)   vote at a Meeting of Directors; or

      (c)   be counted in a quorum.

56    ASSOCIATE DIRECTOR

56.1  The Directors may from time to time appoint any person to be an Associate
      Director and may from time to time cancel such appointment.

56.2  The Directors may fix, determine and vary the powers, duties and
      remuneration of any person appointed as an Associate Director but an
      Associate Director:

      (a)   shall not be required to hold any Shares to qualify for appointment;

      (b)   is not entitled to attend or vote at any Meeting of Directors except
            by invitation or with the consent of the Directors.

<PAGE>

57    POWERS OF MEETING OF DIRECTORS

      A Meeting of the Directors at which a quorum is present is competent to
      exercise all or any of the authorities, powers and discretions for the
      time being vested in or to be exercised by the Directors generally or by
      or under this Constitution.

58    CHAIRMAN OF DIRECTORS

58.1  The Board may elect one of their number to be the Chairman and determine
      the period for which he is to hold office.

58.2  If no Chairman is elected or if at any Meeting the Chairman is not present
      within fifteen minutes of the time appointed for holding the Meeting the
      Directors present may choose one of their number to be Chairman of that
      Meeting.

58.3  The Directors may from time to time appoint a deputy Chairman who may
      exercise all the power and authorities of the Chairman at any Meeting of
      the Directors from which the Chairman is absent.

59    VALIDATION OF ACTS OF DIRECTORS WHERE DEFECT IN APPOINTMENT

      (a)   All acts of the Directors, a committee of the Directors, any person
            acting as a Director or any person purporting to act as an attorney
            under power of the Company are valid, notwithstanding that it is
            afterwards discovered that there was some defect in the appointment,
            election or qualification of them or any of them.

      (b)   Where a person whose office as director is vacated purports to do an
            act as director, that act is valid in relation to a person dealing
            with the Company in good faith, for value and without actual
            knowledge of the fact that the person is no longer a Director.

60    DIRECTORS' CONTRACTS WITH THE COMPANY

60.1  A Director is not disqualified by that office from:

      (a)   holding any other office or place of profit in the Company (except
            that of auditor) or in any body corporate in which the Company is a
            member or otherwise interested;

      (b)   entering into a contract or arrangement with the Company (or other
            body corporate as referred to in CLAUSE 60.1(a)) as vendor,
            purchaser, underwriter or otherwise; or

      (c)   retaining for the Director's own benefit any profit arising from any
            office or place of profit (as referred to in CLAUSE 60.1(a)) or
            realised by any contract or arrangement (as referred to in CLAUSE
            60.1(b)).

60.2  In respect of any contract or arrangement in which a Director is
      interested as referred to in CLAUSE 60.1(b) or in respect of any other
      contract or arrangement in which that Director has a direct or indirect
      material interest:

      (a)   the contract or arrangement may not be avoided by reason only of the
            interest of the Director;

      (b)   (unless the interest that the Director has is an interest as a
            Member and in common with the other Members or the Director is
            entitled to vote or be present under section 232A or section 232B of
            the Corporations Law) the Director shall not vote at a Directors'
            Meeting in respect of the contract or arrangement and must not be
            present at a Directors' Meeting whilst the matter is being
            considered; and

      (c)   the nature of the Director's interest must be disclosed by the
            Director before or at the relevant Meeting of Directors at which the
            contract or arrangement is to be considered, subject to CLAUSE 60.3.

<PAGE>

60.3  A general notice given to the Directors by any Director to the effect that
      the Director is an officer or a member of or interested in any specified
      firm or corporation and is to be regarded as interested in all
      transactions with such firm or corporation is sufficient disclosure as
      required by the Corporations Law as regards that Director and those
      transactions. After such general notice it is not necessary for that
      Director to give any special notice relating to any particular transaction
      with that firm or corporation.

60.4  A Director may be a director or other officer of, or otherwise interested
      in, any corporation promoted by the Company or in which the Company is
      interested as shareholder or otherwise, or which holds any Shares in the
      Company, and the following provisions apply:

      (a)   no such Director is accountable to the Company for any remuneration
            or other benefits received by that Director as a director or
            officer, or from that Director's interest in, such corporation;

      (b)   the Directors may exercise the voting power conferred by the shares
            or other interest in any such other corporation held or owned by the
            Company, or exercisable by them as directors of such other
            corporation as they think fit (including voting in favour of any
            Resolution appointing themselves or any of them directors or other
            officers of such corporation); and

      (c)   any Director may vote in favour of the exercise of voting rights as
            referred to in this CLAUSE 60.4 notwithstanding that such Directors
            may be, or be about to be, appointed a director or other officer of
            that corporation and as such is or may become interested in the
            exercise of such voting rights in the manner referred to in CLAUSE
            60.1.

60.5  A Director must (in accordance with the Listing Rules) forthwith advise
      the Company Announcements Office of the ASX of any interest the Director
      may have in any material contract to which the Company is a party or in
      which the Company also has an interest.

61    GENERAL POWERS OF DIRECTORS

61.1  The management and control of the business and affairs of the Company
      shall be vested in the Board, which may exercise all such powers of the
      Company as are not by the Corporations Law or by this Constitution
      required to be exercised by the Company in General Meeting, but subject
      nevertheless to the provisions of the Corporations Law and this
      Constitution and to any resolution from time to time passed by the Company
      in General Meeting, provided that:

      (a)   no Resolution of the Company shall invalidate any prior act of the
            Board which would have been valid if such Resolution had not been
            passed;

      (b)   any sale of the Company's main undertaking and any payment or
            remuneration to any Director for services in connection with such
            sale shall only be made subject to the approval or ratification of
            the Company in General Meeting; and

      (c)   in the event that payment is proposed in accordance with CLAUSE
            61.1(b), the notice calling the General Meeting at which the making
            of such payment is to be proposed shall give particulars including
            the amount to be paid.

61.2  Subject to the Corporations Law, the Board may exercise the voting power
      conferred by the shares in any corporation owned by the Company in such
      manner in all respects as they think fit including voting in favour of any
      resolution appointing the directors of such other corporation, or any of
      them, and as such may be or may become interested in the exercise of such
      voting rights.

62    BORROWING POWERS OF DIRECTORS

62.1  The Board may from time to time at its discretion raise or borrow any sum
      or sums of money for the purposes of the Company, with or without
      security.

62.2  The Board may raise or secure the repayment of such moneys or any debts,
      liabilities, contracts or obligations undertaken or incurred by the
      Company in such a manner and upon such terms and conditions

<PAGE>

      as it thinks fit, and in particular by the issue of unsecured notes or by
      the issue or re-issue of debentures or debenture stock charged upon all or
      any part of the property of the Company both present and future including
      its uncalled Shares for the time being. Every debenture or security
      created by the Company may be so framed that they shall be assignable free
      from any equities between the Company and the original or any intermediate
      holders.

62.3  The Board may for the purposes of securing the payment of any debentures,
      bonds or other securities or the payment with interest of any moneys
      borrowed or payable under any contract or otherwise, make and carry into
      effect any arrangement which it may deem expedient by assigning or
      conveying any property of the Company including uncalled Shares to
      trustees.

62.4  Any bonds, debentures or other securities may be issued at a discount or
      premium or otherwise and with or without rights or obligations.

62.5  The Board shall cause to be kept at the Office a register of mortgages and
      charges, in which are to be entered all mortgages and charges specifically
      affecting property of the Company and all floating charges on the
      undertaking or any property of the Company giving in each case a short
      description of the property mortgaged or charged, the amount of the
      mortgage or charge and, except in the case of securities to bearer, the
      names of the mortgages or persons entitled to the mortgage or charge.

62.6  If the Board or any Director or any officer of the Company shall become
      personally liable for the payment of any sum primarily due from the
      Company, the Board may execute or cause to be executed any mortgage,
      charge or security over or affecting the whole or any part of the assets
      of the Company by way of indemnity to secure the persons or person liable
      from any loss in respect of such liability.

63    DELEGATION OF DIRECTORS' POWERS

63.1  The Directors may by power of attorney appoint any person or persons to be
      the attorney or attorneys of the Company for such purposes and with such
      powers authorities and discretions (not exceeding those vested in or
      exercisable by the Directors under this Constitution) and for such period
      and on such terms and conditions as the Directors think fit.

63.2  A power of attorney may:

      (a)   contain such provisions for the protection and convenience of
            persons dealing with the attorney as the Directors determine; and

      (b)   authorise the attorney to delegate all or any of the powers
            authorities and discretions vested in the attorney.

63.3  The Directors may confer upon any Director or any other person selected by
      the Directors any powers exercisable under this Constitution by the
      Directors as they determine in such manner and upon such terms and
      conditions and with such restrictions as the Directors determine.

63.4  For the purposes of CLAUSE 63.3, the Directors may confer such powers:

      (a)   with any restrictions;

      (b)   collaterally with or in substitution for the relevant powers of the
            Directors, and may revoke, withdraw, alter or vary all or any of
            such powers.

64    DELEGATION OF POWERS TO COMMITTEES

64.1  The Board may by Resolution or by power of attorney or writing under Seal,
      delegate any of its powers to committees consisting of such Directors or
      Members or persons as the Directors determine to act either in Australia
      or elsewhere. Any committee formed or person or persons appointed under
      this clause 64 shall, in the exercise of the delegated power, conform to
      any regulations that may be imposed by the Directors.

<PAGE>

64.2  The meetings and proceedings of any committee are governed by the
      provisions in this Constitution regulating the meetings and proceedings of
      the Directors, as applicable.

65    VALIDATION OF IRREGULAR ACTS

      Notwithstanding anything contained in this Constitution if any formality
      required by this Constitution (other than a matter required to be done to
      comply with the Listing Rules) has been inadvertently omitted or has not
      been carried out, such omission does not invalidate any otherwise valid
      Resolution, act, matter or thing unless it is proved to the satisfaction
      of the Directors or a majority of them that such omission has directly
      prejudiced any Member financially. The decision of the Directors is
      conclusive, final and binding on all Members.

66    SECRETARY

66.1  The Directors shall appoint at least one Secretary of the Company in
      accordance with the Corporations Law, on such terms and conditions, as to
      remuneration or otherwise as the Directors determine.

66.2  The Directors may, at any time, appoint a person as an acting Secretary or
      as a temporary substitute for the Secretary. That person shall, for the
      purpose of this Constitution, be deemed to be the Secretary.

66.3  A Secretary's appointment may be terminated at any time by the Directors.

66.4  Anything required or authorised to be done by or in relation to the
      Secretary, may, if the office is vacant or for any other reason the
      Secretary is not capable of acting, be done by or in relation to any
      assistant or deputy Secretary or, if there is no assistant or deputy
      Secretary capable of acting, by or in relation to any officer of the
      Company authorised generally or specially by the Directors to do such act.

66.5  If anything is required to be done by a Director and the Secretary as such
      the same person must not act both as a Director and as, or in place of,
      the Secretary.

67    MINUTES

67.1  The Directors shall cause minutes to be duly entered in books provided for
      the purpose of recording:

      (a)   all appointments of Directors, managers and Secretaries;

      (b)   the names of the Directors present at each Meeting of the Directors
            and committees;

      (c)   all orders, Resolutions and proceedings of General Meetings and of
            Meetings of the Directors and committees; and

      (d)   such matters as are required by the Corporations Law to be contained
            in those books.

67.2  Any minutes apparently signed by the Chairman of the relevant Meeting or
      the Chairman of the next succeeding Meeting will be without any further
      proof sufficient evidence that the matters and things contained in such
      minutes actually took place as recorded at a Meeting duly convened and
      held.

67.3  The Company shall ensure that the minutes books for the Meetings of
      Members are open for inspection by Members free of charge.

67.4  A Member of the Company may ask the Company in writing for a copy of any
      Minutes of a General Meeting or an extract of the Minutes or any Minutes
      of a Resolution passed by Members without a Meeting.

67.5  Where the Company requires payment for a copy of the Minutes of a Meeting,
      the Company shall send the copy within 14 days after the Company receives
      payment.

<PAGE>

68    AFFIXATION OF COMMON SEAL

68.1  The Company shall have a Seal unless the Directors otherwise determine.

68.2  (a)   If the Company maintains a Seal, the Directors shall provide for the
            safe custody of the Seal.

      (b)   A Seal must never be used except by the prior authority of the
            Directors or of a committee of the Directors authorised by the Board
            to authorise the use of the Seal.

      (c)   Every instrument to which a Seal is affixed shall be signed by a
            Director and be countersigned by the Secretary or another Director
            or another person appointed by the Board to countersign that
            instrument or a class of instrument in which that instrument is
            included.

68.3  The signature of any Director, Secretary and the Seal may be affixed by
      mechanical means to certificates which have first been approved for
      sealing by the Transfer Auditor or other person appointed for that purpose
      by the Company and bear evidence of such approval.

69    DIVIDENDS

69.1  The Company in General Meeting may determine to pay a dividend if and only
      if the Board has recommended a dividend and the dividend so determined
      shall not exceed the amount recommended by the Board.

69.2  The Board may from time to time determine a Dividend to be paid to the
      Members.

70    ENTITLEMENT TO DIVIDENDS

70.1  Subject to CLAUSE 70.2, a Dividend shall, subject to the rights of or any
      restrictions on the holders of Shares created or raised under any special
      arrangement as to Dividend, be payable on all Shares in proportion to the
      amount paid or credited as paid in respect of such Shares and may be
      declared at a rate per annum in respect of a specified period.

For the purposes of CLAUSE 70.1, no amount paid on a Share in advance of calls
      or the due date for the payment of any instalment shall be treated as paid
      on that Share.

70.2  The Board or the Company in General Meeting may determine one Dividend on
      all Shares or may determine at any one meeting of the Board or General
      Meeting two or more Dividends. Where more than one Dividend is determined,
      each Dividend may be determined on any Shares to the exclusion of any
      other Shares, however the amount payable out of the total of the amount of
      all Dividends determined at the meeting on all Shares is to be in
      accordance with the proportion stated in CLAUSE 70.1.

70.3  The Company does not incur a debt to Members merely by fixing the amount
      or time for payment of a Dividend. The debt only arises when the time
      fixed for payment arrives, and the decision may be revoked by the
      Directors at any time before then.

70.4  For Dividend purposes, a transfer of Shares registered after the record
      date for determining those entitled to receive a Dividend but before a
      Dividend is payable shall not pass any right to a Dividend fixed for
      payment on such Shares before the record date.

70.5  The Board may retain the Dividends payable upon Shares in respect of which
      any person is entitled to transfer under CLAUSE 17 until such person shall
      become registered as a Member in respect of such Shares or has transferred
      such Shares.

70.6  The Board may retain the Dividends on which the Company has a charge and
      may apply the same in or towards satisfaction of the calls, instalments or
      sums owing in respect of which the charge exists.

<PAGE>

71    INTERIM DIVIDEND

      The Board may from time to time pay to the Members on account of the next
      Dividend such interim Dividends as in its judgment the position of the
      Company justifies.

72    DISTRIBUTION IN KIND

72.1  When determining a Dividend or paying an interim Dividend, the Board or
      Company in General Meeting by Resolution may direct payment of such
      Dividend wholly or in part by the distribution of specific assets or
      documents of title and in particular of paid-up Shares, debentures or
      debenture stock of the Company or in any one or more of such ways.

72.2  Where any difficulty arises in regard to the distribution, the Board may
      settle the difficulty as it thinks expedient and in particular may fix the
      value for distribution of such specific assets or any part of such assets
      and may determine that cash payments shall be made to any Member upon the
      footing of the value so fixed in order to adjust the rights of all parties
      and may vest any such specific assets in trustees upon such trusts for the
      person entitled to the Dividend as may seem expedient to the Board.

73    PAYMENT OF DIVIDEND

73.1  Any Dividend may be paid by cheque. Payments of a Dividend may be made by
      sending the cheque to a Member through the post to the address of that
      Member as listed in the Register, or in respect of joint Members to that
      one whose name stands first in the Register in respect of the joint
      holding.

73.2  Payment of any Dividend may also be made in such other manner and by such
      other means as may be requested or directed by a Member and agreed by the
      Board. Every payment of any Dividend shall be at the risk of the person to
      whom it is sent.

73.3  All Dividends remaining unclaimed for 1 year after having been declared
      may be invested or otherwise made use of by the Board for the benefit of
      the Company until claimed or otherwise disposed of according to
      Corporations Law.

74    MEMBERS' OPTION TO RECEIVE SHARES RATHER THAN DIVIDEND

74.1  The Directors may grant to Members or any class of Members or to the
      holders of any convertible notes, debentures or unsecured notes of the
      Company the right to elect to receive bonus shares in lieu of Dividends or
      to re-invest all or part of the Dividends, interest or any other moneys
      (as the case may be) paid by the Company in respect of any such holdings
      in subscribing for Shares of the same class in the capital or in
      subscribing for convertible notes, debentures, unsecured notes or any
      other securities issued or to be issued by the Company, upon such terms
      and conditions as the Directors determine.

74.2  For any of the purposes set out in clause 74.1 the Directors may implement
      and maintain any scheme or plan for issue of bonus shares or reinvestment,
      on such terms and conditions as the Directors determine.

75    RESERVES

75.1  Before declaring any Dividend, the Directors may set aside out of the
      profits of the Company such sums as they determine as reserves and those
      reserves shall, at the discretion of the Directors, be applicable for any
      purpose to which the profits of the Company may be properly applied.

75.2  Pending any application of reserved funds under clause 75.1, the funds may
      at the discretion of the Directors, either be employed in the business of
      the Company or invested in such investments (other than Shares in the
      Company) as the Directors may determine. The Directors may also without
      placing the same to reserve carry forward any profits which they may think
      prudent not to divide.

76    CAPITALISATION OF PROFITS

76.1  The Board and the Company in General Meeting upon the recommendation of
      the Board may resolve that:

<PAGE>

      (a)   the whole or a portion of any sum forming part of the undivided
            profits of the Company standing to the credit of any reserve or
            other account or in the hands of the Company available for Dividend
            be capitalised; and

      (b)   the amount so capitalised be appropriated to the Members in the
            respective proportions in which they would be entitled to receive
            the same if distributed by way of Dividend and be applied in or
            towards paying up the amount for the time being unpaid on any issued
            shares held by them or in paying up in part or in full Shares or
            debentures of the Company (of an aggregate nominal amount equal to
            the amount so capitalised) to be issued to them accordingly or
            partly in one way and partly in the other.

76.2  The Board shall make all necessary appropriations and applications of the
      amount to be capitalised and all necessary allotments and issues of fully
      or partly paid-up Shares or debentures. The Board may make such provision,
      by the issue of fractional certificates or by payment in cash or
      otherwise, as it thinks fit, in respect of Shares or debentures becoming
      distributable in fractions or for adjusting differences and settling any
      difficulty arising.

77    INSPECTION OF RECORDS

77.1  The Directors may determine whether and to what extent and at what times
      and places and under what conditions the accounting records and other
      documents and records of the Company or any of them are open to the
      inspection of the Members not being Directors and no Member other than a
      Director has any right of inspecting any account or book or document of
      the Company except as provided by law or authorised by the Directors or by
      the Company in General Meeting.

77.2  No Member is entitled to require or receive any information concerning the
      Company's business, trading or customers, or any trade secret or secret
      process of or used by the Company, beyond such information as to the
      accounts and business of the Company as is by this Constitution or by the
      Corporations Law directed to be laid before the Company in General
      Meeting. No Member is entitled to inspect any books, papers,
      correspondence, or documents of the Company, except as expressly
      authorised by the Corporations Law.

78    NOTICES

78.1  Subject to this Constitution a notice may be served by the Company upon
      any Member either personally or by sending it by post addressed to such
      Member at the address entered in the Register or the address supplied by
      that Member for the giving of notices or in any other way allowed under
      the Corporations Law.

78.2  It is not necessary to give notice of meetings to any person entitled to a
      Share by transmission unless that person has been duly registered as a
      Member of the Company.

78.3  A notice may be given by the Company to the joint holders of a Share by
      giving the notice to the joint holder first named in the register of
      Members in respect of the Share.

78.4  Where a notice is sent by post, service of the notice is deemed to be
      effected by properly addressing, prepaying and posting a letter containing
      the notice and to have been effected on the day after the date of its
      posting. A certificate in writing signed by any manager, secretary or
      other officer of the Company that the letter containing the notice was so
      addressed, prepaid and posted shall be conclusive evidence of those facts.
      Notices and other documents for overseas Members must be sent by air mail,
      by facsimile, or in any other way that ensures it will be received
      quickly.

78.5  Every person who by operation of law, transfer or other means whatsoever
      becomes entitled to any Share is bound by every notice in respect of that
      Share which, prior to the entry of that person's name and address on the
      Register, was given to the person from whom title to the Share was derived
      and to every previous holder of the Share.

78.6  Subject to the Corporations Law where a specified number of days' notice
      or notice extending over any period is required to be given, the day of
      service is not included but the day upon which that notice will

<PAGE>

      expire is included in the number of days or other period. The accidental
      omission to give any notice of a Meeting to any Member or the non-receipt
      by any Member of any notice does not invalidate the proceedings at any
      Meeting.

78.7  All summonses, notices, processes, orders and judgments in relation to any
      legal proceedings by the Company or its liquidators against any Member not
      in New South Wales may be served by registered post and the provisions of
      this clause 78 as to notices shall apply and such service is considered
      for all purposes to be personal service.

78.8  Every summons, notice, order or other document required to be served upon
      the Company or upon any officer of the Company may be served by leaving
      the same at the Office.

78.9  The signature to any notice to be given by the Company may be written or
      printed or stamped.

79    OFFICERS' INDEMNITY AND INSURANCE

79.1  Subject to s 241 of the Corporations Law, a person who is or has been an
      officer or auditor of the Company shall be indemnified out of the assets
      of the Company against a liability:

      (a)   to another person (other than the Company or a related body
            corporate) unless the liability arises out of conduct involving a
            lack of good faith; and

      (b)   all costs and expenses incurred by the person:

            (i)   in defending proceedings, whether civil or criminal, in which
                  judgment is given in favour of the person or in which the
                  person is acquitted; or

            (ii)  in connection with an application, in relation to such
                  proceedings, in which the Court grants relief to the person
                  under the Corporations Law.

79.2  Except to the extent precluded by the Corporations Law and s 241A in
      particular, the Company may pay or agree to pay a premium in respect of a
      contract insuring a person who is or has been an officer or auditor of the
      Company against a liability:

            (a)   incurred by the person as such an officer or auditor; or

            (b)   for costs and expenses incurred by the person in defending
                  proceedings as such an officer or auditor, whether civil or
                  criminal and whatever their outcome.

80    WINDING UP

80.1  Subject to CLAUSES 80.2 and 80.3, if the Company is wound up, the assets
      available for distribution among the Members shall be distributed, as
      nearly as may be, to the Members in proportion to the capital paid up, or
      which ought to have been paid up, at the commencement of the winding up,
      on the Shares held by them respectively.

80.2  If the Company is wound up the liquidator may with the sanction of a
      Special Resolution of the Company:

            (a)   divide amongst the Members in kind the whole or any part of
                  the assets of the Company (whether they consist of property of
                  the same kind or not) and may for that purpose set such value
                  as the liquidator deems fair upon any property to be divided
                  and may determine how the division shall be carried out as
                  between the Members or different classes of Members; and

            (b)   vest the whole or any part of the assets of the Company in
                  trustees upon such trusts for the benefit of the
                  contributories as the liquidator determines and the Special
                  Resolution confirms, but so that no Member is compelled to
                  accept any Shares or other Securities on which there is any
                  liability.

<PAGE>

80.3  The Company in General Meeting shall not fix the remuneration to be paid
      to a liquidator pursuant to the Corporations Law unless at least 28 days'
      notice of the relevant General Meeting has been given to the Members and
      that notice specified the amount of the proposed remuneration of the
      liquidator.

81    ARBITRATION

      The Company may by writing agree to refer and may refer to arbitration any
      existing or future difference, question or other matter whatsoever in
      dispute between itself and any other Company or person and the parties to
      the arbitration may delegate to the person or persons to whom the
      reference is made power to settle any term or order anything to be done or
      determine any matter capable of being lawfully determined by the parties
      to the reference themselves or the Directors or other managing body of any
      company, party to the reference.

82    ACCOUNTS AND AUDIT

82.1  The Company must comply with the Corporations Law and the Listing Rules
      with respect to accounts.

82.2  Auditors will be appointed or elected and may be removed and their duties
      will be regulated in accordance with the Corporations Law.

83    OBLIGATION OF SECRECY

83.1  Every Director, Secretary, Auditor, trustee, member of a committee, agent,
      accountant or other officer of the Company shall:

      (a)   observe secrecy with respect to all transactions of the Company and
            the state of the account of any person having dealings with the
            Company and all related matters; and

      (b)   if required by the Board, prior to entering upon their duties or
            employment or at any time afterwards, sign and make a declaration
            that they will not reveal or make known any matters, affairs or
            concerns which may come to their knowledge to any person except:

            (i)   in the course and in the performance of their duty;

            (ii)  as required by Corporations Law; or

            (iii) when officially required to do so by the Board or by the
                  Auditor or by the General Meeting of the Company.

84    BRANCH REGISTERS

84.1  The Company may, in the exercise of the powers conferred by the
      Corporations Law, cause to be kept in any country, state or place outside
      the state or territory where the Register is located a branch register of
      members, and, subject to local law, the Board may from time to time:

      (a)   determine which members or class of members may be registered;

      (b)   appoint an authority in any country, state or place in which a
            branch register is kept to keep a register and enter and remove
            particulars of shares transferred from or to the Register and
            approve of or reject transfers in any such branch register;

      (c)   give to the authority the power to, in respect of transfers or other
            entries proposed to be registered in the branch register for which
            such authority is appointed, exercise all the powers of the Board in
            the same manner and to the same extent and effect as if the Board
            were actually present and exercised the same.

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