EXHIBIT 10.37
                                  -------------

                                DEED OF VARIATION


DEED dated    7 October    1998


BETWEEN     BRL HARDY LIMITED   ACN 008 273 907   of Reynell Road Reynella South
            Australia ('PRINCIPAL EMPLOYER')

AND         BRL  HARDY  SUPERANNUATION  PTY  LTD   ACN 058 898 767   of  Reynell
            Road Reynella South Australia ('TRUSTEE')


RECITALS

A.      By  deed  dated  1 July 1982  and made between Consolidated Co-operative
        Wineries  Limited  of  the  one  part and the then trustees of the other
        part,  Consolidated  Co-operative  Wineries  Limited   established   the
        Consolidated  Co-operative  Wineries  Limited  Employees' Superannuation
        Fund ('FUND') upon the terms and conditions contained in that deed.

B.      The Fund has since been known by a number of different names, but is now
        known as the "BRL Hardy Superannuation Fund".

C.      The  Fund's deed  has since been amended by further amending instruments
        dated  6  June  1990,  31 March 1993 and 8 June 1994 (which together are
        called 'GOVERNING RULES').

D.      The Trustee is the current trustee of the Fund.

E.      Clause 15 of the Governing Rules gives the Trustee the power to add  to,
        repeal, amend or alter all or any of the trusts and provisions contained
        in  the  Governing  Rules,  but  only  with the consent of the Principal
        Employer.

F.      The Trustee has, with the consent of the Principal Employer, resolved to
        amend the Governing Rules by rescinding the current operative provisions
        of  the  Governing  Rules  and  by  replacing  them  with  new operative
        provisions in the manner contained in this Deed of Variation.


AGREEMENT

1.     AMENDMENT

       The  Governing  Rules  are altered and modified by rescinding the current
       operative  provisions of the Governing Rules, namely clauses 1 to 30, and
       by  replacing  them, with effect from 1 July 1998 ('RELEVANT DATE'), with
       the clauses and the schedules which are contained in the annexure to this
       Deed  of   Variation   which  is  headed  "New  Provisions  -  BRL  Hardy
       Superannuation Fund" ('NEW  PROVISIONS').

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                                      - 2 -

2.     MEMBERSHIP REQUIREMENTS

       Any  Member  of  the  Fund as at the Relevant Date will be deemed to have
       complied  with  any   membership  requirements   contained  in   the  New
       Provisions,  and  will  continue  in  the  same category of membership as
       immediately before the Relevant Date.

3.     TRANSITIONAL PROVISIONS

3.1    As  at  the  Relevant  Date, each Member will have credited to his or her
       Voluntary Contribution Account that part of the Fund which represents:

       (a)  the "Member's Accumulation" in  accordance with  the Governing Rules
            in force as at the day before the Relevant Date; and

       (b)  any  other  voluntary  contributions   which  the  Member  has  made
            personally  to  the  Fund  which  are not reflected in the "Member's
            Accumulation"; and

       (c)  any  other amount or amounts which have been received by the Trustee
            from  another  superannuation  arrangement, approved deposit fund or
            eligible  rollover  fund or from the issuer of some Annuity money or
            assets  in  respect  of the Member's interest in that superannuation
            arrangement,  approved  deposit  fund,  eligible  rollover  fund  or
            Annuity.

3.2    As at  the  Relevant Date,  each  Category 5 Member will have credited to
       his or her  Compulsory  Employer  Contribution  Account  that part of the
       Fund which represents the amount which the Member would  have received as
       a  withdrawal  benefit from the Former Fund under the  governing rules of
       the Former Fund had he or she left Service with his or her  Employer on 1
       July  1992  other  than by reason of illness, injury or  retrenchment, as
       increased  or  decreased  since  1 July 1992 in accordance  with the Fund
       Earning Rate of the Fund (or its equivalent) since that date.

4.     ACKNOWLEDGMENT

       The  Trustee  acknowledges  that  it  holds and will continue to hold all
       moneys,  investments  and  policies  of assurance (if any) comprising the
       Fund  on  behalf of all of the Members of the Fund in accordance with the
       provisions of this Deed of Variation or with the New Provisions.

5.     NO NEW TRUST

       Nothing  contained  in  this Deed of Variation will be deemed to create a
       new trust or to be a resettlement of the Fund.

6.     CONSENT OF PRINCIPAL EMPLOYER

       By signing this Deed of Variation, the Principal Employer consents to the
       alterations and modifications made by it.

<PAGE>

7.     CONTINUED EFFECT

       The Governing Rules, as amended previously and by this Deed of Variation,
       will in all respects remain in full force and effect.

8.     INTERPRETATION

       Unless  the context indicates a contrary intention, words and expressions
       used in this Deed of Variation will have the meanings ascribed to them in
       the New Provisions.


EXECUTED as a deed.


THE COMMON SEAL of BRL HARDY                    )
LIMITED is affixed in accordance with  its      )
articles of association in the presence of      )


/s/ Stephen B. Millar                           /s/ John Whelan
-------------------------                       --------------------------------
Director                                        Director/Secretary



THE COMMON SEAL of BRL HARDY                    )
SUPERANNUATION PTY LTD is affixed               )
in accordance with its articles of association  )
in the presence of                              )


/s/ John Pendrigh                               /s/ John Whelan
-------------------------                       --------------------------------
Director                                        Director/Secretary

<PAGE>

                 NEW PROVISIONS - BRL HARDY SUPERANNUATION FUND


1.     INTERPRETATION

1.1    DEFINITIONS

       Unless the context otherwise requires:

       "ACCRUED BENEFIT MULTIPLE" means, in relation to each Member who is named
       in the Second Schedule, the percentage set out next to his or her name in
       that Schedule.

       "ACT" means, as the context requires, any one or more of the SIS Act, the
       Income  Tax  Assessment Act 1936, the Income Tax Assessment Act 1997, the
       SG  Act, the Superannuation Contributions Tax (Assessment and Collection)
       Act  1997,  the  Superannuation  Entities  (Taxation)  Act  1987  and any
       regulations made pursuant to any of those Acts.

       "ACTUARY" means the actuary for the time being appointed pursuant to this
       Deed.

       "ANNUAL SALARY"  means the annual rate of  Salary of the Member, relating
       to  the  relevant  Review Date, as advised to the Trustee by the Employer
       for  the  purposes of the Fund (which advice shall be conclusive evidence
       of the amount of Annual Salary).

       "ANNUITY"  means an annuity which is an eligible annuity for the purposes
       of Relevant Law.

       "AUDITOR" means the auditor for the time being appointed pursuant to this
       Deed.

       "COMMISSIONER"  means,  as  the  context  requires,  the  Commissioner of
       Taxation,  the  Insurance and Superannuation Commissioner, the Australian
       Prudential  Regulation  Authority  or any other regulatory body which has
       responsibility for the administration of occupational superannuation from
       time to time.

       "COMPULSORY EMPLOYER CONTRIBUTION ACCOUNT"   means,  in   relation  to  a
       Category  5 Member, the Compulsory Employer Contribution Account (if any)
       kept in relation to the Member pursuant to clause 7.1.

       "COMPULSORY MEMBER CONTRIBUTION ACCOUNT" means, in relation to a Category
       5  Member,  the  Compulsory  Member Contribution Account (if any) kept in
       relation to the Member pursuant to clause 7.1.

       "CONTRIBUTION ACCOUNT" or "CONTRIBUTION ACCOUNTS" means, in relation to a
       Member,  any  one  or  more  (as  the  context  requires) of the Member's
       Compulsory  Employer  Contribution   Account  (if  any),   the   Member's
       Compulsory  Member  Contribution  Account  (if  any)  and  the   Member's
       Voluntary  Contribution  Account  (if any) kept in relation to the Member
       pursuant to clause 7.1.

       "DEED"  means  the  deed by which the Fund was established, including the
       Schedule or Schedules to it, as amended from time to time.

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                                      - 2 -

       "DEPENDANT" in relation to a Member means the Spouse and any child of the
       Member and any other person who, in the opinion of the Trustee, is or was
       at the relevant date wholly or partially dependent on the Member.

       "EMPLOYEE"  means  a person who is classified by the Employer as being in
       the permanent Service of the Employer for the purposes of the Fund.

       "EMPLOYER"  means  each  or  any  one  (as  the  context requires) of the
       Principal  Employer, its subsidiary companies and associated corporations
       or  firms  which, with the approval of the Principal Employer, applies to
       the  Trustee  to become and is accepted as a participant in the Fund, and
       where  the  word  'Employer' is used in relation to a Member it means the
       corporation  or  firm by which the Member is for the time being employed.
       An  Employer  which  ceases  to have any Employee as a Member of the Fund
       will then cease to be an Employer for the purposes of the Fund.

       "FINAL  AVERAGE  SALARY" means the average of the amounts of the Member's
       Annual Salaries relating to the Review Dates which occur within the three
       years either:

       (a)  immediately prior to the Member's Normal Retirement Date; or

       (b)  immediately prior to the Member leaving Service,

       but  if  the  Member  leaves  Service  within  three years of joining the
       Service  of  the  Employer,  the  Member's  Annual  Salary at the date of
       joining  the  Service  of  the Employer will be deemed to have applied at
       each preceding Review Date.

       "FORMER  FUND"  means  the  Thomas  Hardy  &  Sons Pty Ltd Retirement and
       Benefit  Fund  which  was  established  by  certain  regulations  date 11
       December 1968.

       "FUND"  means  all of the assets from time to time held by the Trustee on
       the trusts declared in this Deed.

       "FUND EARNING RATE" means the Fund Earning Rate referred to in clause 15.

       "INSURER" in relation to a Policy means the insurer under that Policy and
       in  relation  to  a  Member  means  the insurer under the Policy which is
       relevant to that Member.

       "INVESTMENT INCOME"  means the Investment Income determined in accordance
       with clause 15.2.

       "MEMBER"  means  an  Employee  who  has been accepted by the Trustee as a
       Member of the Fund and who has not ceased to be a Member.

       "MEMBERSHIP"  means the number of years (including any fraction of a year
       being  complete months) for which a Member has been a member of the Fund,
       or  a Member of a particular category of membership, but only in relation
       to the period commencing on 1 April 1993.

<PAGE>
                                     - 3 -

       "NOMINATED DEPENDANT"  means  a  Dependant nominated  by  a Member as the
       Nominated Dependant.

       "NOMINATED RELATIVE"  means  a  Relative  nominated  by  a  Member as the
       Nominated Relative.

       "NORMAL RETIREMENT DATE" means, in relation to a Member:

       (a)  the Member's 65th birthday;

       (b)  if the  Member transferred  to the Fund from  the Former Fund  on  1
            April 1993,  and if the Member had  the option  as a  Member of  the
            Former Fund to retire at an earlier date,  such earlier  date as  is
            nominated  by  that  Member  in  accordance with  the terms  of that
            option; or

       (c) such other earlier date as may be nominated for that Member from time
           to time by the Trustee.

       "POLICY"  means  any  policy  of assurance entered into by the Trustee in
       relation  to a Member for the purpose of securing to the Trustee, subject
       to  the  terms  and  conditions  of  that policy, benefits equal to or on
       account  of  the benefits payable to or in respect of a Member under this
       Deed.

       "PRINCIPAL EMPLOYER" means

       (a)  BRL Hardy Limited;

       (b)  any  corporation or firm carrying on business in succession to or on
            reconstruction of the Principal Employer; or

       (c)  the  Employer  which  in  accordance  with this Deed has assumed the
            responsibilities  of  the Employer referred to in (a) or (b) of this
            definition for the purposes of this Deed and the Rules.

       "RELATIVE" in relation to a Member or former Member means:

       (a)  the  parent,  grandparent,  brother,  sister,  uncle,  aunt, nephew,
            niece, cousin, grandchild or great-grandchild of the Member;

       (b)  any spouse of any of the persons specified in paragraph (a);

       (c)  any child  of any of the persons specified in paragraph  (a) or (b);
            or

       (d)  any  other natural person who has applied to the Trustee for payment
            of  a  benefit in respect of a Member, to whom the Trustee considers
            it appropriate to pay a benefit in respect of the Member.

<PAGE>
                                      - 4 -

       "RELEVANT LAW" means the Act,  as modified in its application to the Fund
        by  any subsisting declaration, modification or exemption granted by the
        Commissioner and, where the Trustee deems appropriate:

       (a)  any announcement of a proposed change to the Act whether or not  the
            change is to have retrospective effect;

       (b)  any  circular guideline ruling  announcement or advice given by  the
            Commissioner;

       where the Trustee  considers that observance  of or  compliance  with any
       such announcement circular guideline ruling or advice will either:

       (c)  be  a  prerequisite  for  or  in  any  way  assist  the Fund to be a
            Superannuation Fund in relation to each year of income; or

       (d)  be necessary to ensure that the Trustee does not breach the Act.

       "REVIEW DATE" means:

       (a)  1  July  in  each  year  or  such other date as is determined by the
            Trustee  to be applicable generally or in the case of any particular
            Member as the date in relation to which adjustments to contributions
            and benefits are to be determined;

       (b)  in  relation  to a new Member, the date on which he or she joins the
            Fund.

       "ROLLOVER  PAYMENT"  means any payment made by the Trustee at the request
       of  a  Member  or former  Member or  in other circumstances allowed under
       Relevant Law  or acceptable to the Commissioner to any one or more of the
       following:

       (a)  the trustee of an approved deposit fund;

       (b)  the trustee of a Superannuation Fund;

       (c)  the trustee of an eligible rollover fund;

       (d)  the issuer of an Annuity.

       "RULES" means the rules contained in the First Schedule to the Deed.

       "SALARY" means either:

       (a)  the remuneration for services rendered by the Member to the Employer
            or  at which the Member is employed by the Employer but excludes any
            overtime  or  special or ex-gratia grant or allowance for residence,
            travelling or otherwise; or

       (b)  in  any  special case such amount as is for the purposes of the Fund
            agreed upon between the Member and the Employer.

<PAGE>
                                      - 5 -

       "SERVICE" means continuous service with the Employer. For the purposes of
       this definition an  Employee's  service shall not cease to  be continuous
       by reason only of:

       (a)  a  transfer from  the  service  of one  Employer  to the  service of
            another Employer; or

       (b)  the Employee's temporary absence from the service of the Employer:

            (i)   while he or she is  engaged in  compulsory military service or
                  in service in  the armed forces  of Australia  or  its  allies
                  in time of war; or

            (ii)  in any  other  circumstances  which for  the  purposes of  the
                  Fund  the  Employer  regards  as  not  resulting  in  a  break
                  in the continuity of the Employee's service; or

       (c)  the Employee being entitled to the payment of a benefit under Rule 4
            and  (in relation to that benefit) his or her temporary absence from
            the  Service  of  the Employer for the continuous period immediately
            prior to becoming entitled to that benefit;

       and "SERVICE OF THE EMPLOYER" has a corresponding meaning.

       "SG  ACT"  means,  as  the context requires, the Superannuation Guarantee
       (Administration)  Act 1992  or the  Superannuation  Guarantee  Charge Act
       1992.

       "SIS ACT" means the Superannuation Industry (Supervision) Act 1993.

       "SPOUSE" means a Member's husband  or wife or a person who,  although not
       legally married to a  Member, lives (or lived at the time of the Member's
       death) with the  Member on a bona fide domestic  basis as the husband  or
       wife of the Member.

       "SUPERANNUATION FUND" means  a superannuation fund which, in  the opinion
       of the trustees  of  the fund, in the relevant year of income, will  be a
       "complying superannuation fund" for the purposes of Relevant Law.

       "TAXATION"  includes  income  tax  (including capital  gains tax, tax  on
       eligible termination payments and tax on contributions) payroll tax, land
       tax, stamp duty and any surcharge, levy, impost or other taxes  or duties
       of a like or similar nature.

       "TEMPORARY TOTAL DISABLEMENT" in relation to a Member means:

       (a)  Temporary Total Disablement as defined in any Policy effected by the
            Trustee  and in force for the time being in respect of the Member or
            agreed  upon  from  time  to  time  by  the Trustee and the relevant
            Insurer for the purposes of the Policy; or


       (b)  (if at any time there is no Policy in force) disablement (other than
            Total and Permanent Disablement) resulting from an illness or injury
            to the Member (which

<PAGE>
                                      - 6 -

            is proved to the satisfaction of the Trustee after considering  such
            medical or other evidence or advice as they may require from time to
            time) while the  Member is in the Service of the  Employer and  as a
            result of which:

            (i)   the Member  has been  continuously  absent from  Service for a
                  period of three consecutive  months;

            (ii)  during the first two years  of any  one  period  of continuous
                  absence from  Service the  Member is,  in  the  opinion of the
                  Trustee, unable to perform  each and every  normal duty as  an
                  Employee;

            (iii) during the remainder of that period of continuous absence from
                  Service  the Member is,  in the opinion of the Trustee, unable
                  to engage in any regular remunerative work for which he or she
                  is reasonably fitted by education or training or experience;
                  and

            (iv)  the  Member remains under the regular care and  attention of a
                  legally qualified medical practitioner;

       as long as  the Trustee is  satisfied  the  illness  or  injury  was  not
       inflicted for the purpose of obtaining a benefit under the Fund;

       and "TEMPORARILY TOTALLY DISABLED" has a corresponding meaning.

       "TOTAL AND PERMANENT DISABLEMENT" in relation to a Member means:

       (a)  Total and Permanent Disablement as defined in any Policy effected by
            the Trustee and in force for the time being in respect of the Member
            or agreed  upon from  time to time by the Trustee  and the  relevant
            Insurer for the purposes of the Policy; or

       (b)  (if at any time there is no Policy in force) the Member's incapacity
            to the extent:

            (i)   of the loss of two limbs (where limbs include the whole of one
                  hand or the whole of one foot)  or the sight of  both eyes  or
                  the loss of one limb and the sight of one eye; or

            (ii)  (after a period of  six consecutive months' continuous absence
                  from Service  on account of illness  or injury which is proved
                  to the satisfaction of the Trustee) that in the opinion of the
                  Trustee (after considering  such medical or other evidence  or
                  advice as  it may require from  time to time)  the  Member  is
                  unable and  unlikely ever again  to be able to  undertake  any
                  form of  regular remunerative  work  for  which  he or  she is
                  reasonably fitted by education or training or experience;

       as long  as  the Trustee is satisfied  the  illness  or  injury  was  not
       inflicted for the purpose of obtaining a benefit under the Fund;

<PAGE>
                                      - 7 -

       and "TOTALLY AND PERMANENTLY DISABLED" has a corresponding meaning.

       "TRUSTEE" means the persons who, for the time being, are the  trustees of
       the Fund  whether  original  additional  or  substituted.

       "VOLUNTARY CONTRIBUTION ACCOUNT"  means,  in  relation to  a  Member, the
       Voluntary Contribution Account  (if any)  kept  in relation to the Member
       pursuant to clause 7.1.

1.2    INTERPRETATION

Reference to:

       (a)  one gender includes the other gender;

       (b)  the singular includes the plural and vice versa;

       (c)  a person includes a body corporate;

       (d)  a statute,  regulation or  provision  of  a  statute  or  regulation
            ("STATUTORY PROVISION")  will be construed  as a  reference to  that
            Statutory Provision as  amended or  re-enacted from time to time and
            includes any statute, regulation or provision enacted in replacement
            of that Statutory Provision;

       (e)  a clause or schedule is a reference to a clause or schedule of  this
            Deed (unless the context otherwise requires);

       and   headings   are   for   convenience  only  and  do  not  affect  the
       interpretation of this Deed.

1.3    SEVERANCE

       If:

       (a)  any provision of this Deed  is  void or voidable or unenforceable in
            accordance  with  its  terms,  but  would  not  be  void,  voidable,
            unenforceable  or  illegal if  it were  read  down and is capable of
            being read down, the provision must be read down accordingly;

       (b)  notwithstanding  paragraph (a), a provision of this Deed would still
            be void, voidable, unenforceable or illegal:

            (i)   if the provision would not be void, voidable, unenforceable or
                  illegal if a  word or words were omitted,  that  word or those
                  words must be severed; and

            (ii)  in any other  case,  the  whole  provision  must  be  severed;

                  and  the remainder of  this  Deed  will  be  of full force  or
                  effect.

<PAGE>
                                      - 8 -

1.4    WORDS AND EXPRESSIONS DEFINED IN ACT

       Unless  a word or  expression used in  this  Deed already  has a  meaning
       assigned to it  under clause 1.1 or 1.2, or unless the context in which a
       word or expression is  used in this Deed indicates a  contrary intention,
       words and expressions used  in this  Deed will have the meanings assigned
       to them in the SIS Act and any regulations made pursuant to the SIS Act.

2.     THE FUND

2.1    ESTABLISHMENT

       The Fund commenced on  1 July 1982  and will continue under the  name BRL
       Hardy Superannuation Fund.

2.2    FUND VESTED IN TRUSTEE

       The Fund will be and  will continue to  be vested in the Trustee and will
       at all times be held controlled and managed by the Trustee subject to the
       trusts powers and provisions of this Deed.

3.     MEMBERSHIP OF THE FUND

3.1    APPLICATION FOR MEMBERSHIP

       Any  Employee  who has  been invited by the Employer  to become  a Member
       and  who  has,  if required  by the Trustee,  lodged with the  Trustee an
       application  for membership in such form  as the  Trustee may  determine,
       will be admitted to  membership of  the Fund by the Trustee.  The Trustee
       may  also  admit an Employee to become a  Member without  an  application
       if the Employer requests the Trustee to do so.

3.2    ADMISSION TO MEMBERSHIP

       When the  Trustee  admits an  Employee to  membership  of  the Fund,  the
       Employee will become a Member and will be bound by this Deed.

3.3    SPECIAL CONDITIONS AND CATEGORIES OF MEMBERSHIP

       (a)  The  terms  and  conditions  applicable  to a Member's membership of
            the Fund, including the contributions and  benefits payable to or in
            respect of the Member,  may  be varied by written  agreement between
            the Principal Employer, the Trustee and the Member.

       (b)  Members may be divided into categories at the  Principal  Employer's
            discretion.  If  at  any  time  there  are  different  categories of
            membership:


            (i)   the Principal Employer must determine and  advise the  Trustee
                  of  the  appropriate  category  for each  Member  and  of  any
                  subsequent change of

<PAGE>
                                      - 9 -

                  category for a particular Member;

            (ii)  a Member may change his or her category of Membership from one
                  category  to  another  with  the  approval  of  the  Principal
                  Employer and the Trustee, on whatever terms and conditions are
                  determined  by  the Trustee  and  approved  by  the  Principal
                  Employer at that time.

       (c)  As from 1 July 1997, there will  be seven categories  of membership,
            with the benefits for each category  of member being  as set out  in
            the Rules.

3.4    INFORMATION TO BE GIVEN TO NEW MEMBERS

       As soon as practicable after the admission of a person as a Member of the
       Fund  the Trustee will give to  that Member any  information required  by
       Relevant Law.

3.5    PROVISION OF INFORMATION

       Every Member and any person who may become entitled  to be paid a benefit
       from the Fund when requested by the Trustee must furnish such information
       as the Trustee deems necessary for  the purposes of  any investigation or
       otherwise  in  connection with the  Fund.   Every  Member must  submit to
       medical examinations  as required by  the Trustee by a registered medical
       practitioner nominated by the Trustee.

3.6    FAILURE TO COMPLY

       If a Member or any other person who becomes entitled to be paid a benefit
       from the Fund fails to comply  with the  provisions  of  clause  3.5  the
       Trustee may  suspend the payment of any contributions  in respect of that
       Member or withhold any  benefit in respect of that Member or person until
       the Member or other person does comply.

3.7    INCORRECT OR MISLEADING INFORMATION

       Where a  Member or any other person  who becomes  entitled to  be paid  a
       benefit from  the Fund furnishes information  required  pursuant to  this
       Deed which affects or is likely to affect the benefits payable to  or  in
       respect of the Member or person and the information supplied is incorrect
       or misleading  or any relevant information  is deliberately withheld, the
       Trustee may  in its absolute discretion,  but subject always to  Relevant
       Law,  alter  those  benefits in  such  manner as  the  Trustee  considers
       appropriate.

4.     CONTRIBUTIONS TO THE FUND

4.1    MEMBER CONTRIBUTIONS

       (a)  A Category  1, 2, 3, 4  or 6  Member  is  not required  to make  any
            contribution to the Fund.

       (b)  A Category 5 Member must contribute to the Fund at the rate of 3.33%
            of his or

<PAGE>
                                     - 10 -

            her  Salary,  and  a  Category  7  Member  must  contribute  to  the
            Fund at the  rate of  4% of his or her  Salary, until in either case
            the Member:

            (i)   leaves Service; or

            (ii)  receives  the  whole of his or her  benefit  under  the  Rules
                  (other than a benefit under rule 7); or

            (iii) reaches age 65.

       (c)  A Member of any Category may make any voluntary contributions to the
            Fund which are first approved by the Trustee.

4.2    EMPLOYER CONTRIBUTIONS

       Subject to  the other provisions of this  Deed, the  following provisions
       apply in relation to contributions by each Employer to the Fund:

       (a)  each Employer must contribute to the Fund in  each year  such amount
            as  the  Trustee considers  necessary,  having obtained  appropriate
            actuarial advice but subject always to Relevant Law, to maintain the
            level of benefits payable from the Fund to the Members;

       (b)  each Employer must contribute to the Fund in each year on  behalf of
            each  Category 6  Member the  minimum amount  which the  Employer is
            required to contribute to the  Fund on behalf of the Member in order
            to avoid having  to pay the charge under  the  SG Act in relation to
            that Member, which contributions  may be  made (in whole or in part)
            following agreement between  the Principal Employer and  the Trustee
            by the application of an appropriate part of the surplus of the Fund
            as determined having regard to appropriate actuarial advice; and

       (c)  each Employer may  contribute such  other amounts  as may  be agreed
            from time to time between the Principal Employer and the Member.

4.3    PAYMENT OF CONTRIBUTIONS

       Contributions will be  paid at the times and in the manner agreed between
       the Trustee and  the Employer  but, in any event, contributions  must  be
       paid to the Trustee within  any maximum period specified by Relevant Law.
       Unless  the  Member and the  Employer agree otherwise, the  Employer  may
       deduct the Member's contributions from the Member's remuneration.

4.4    ACCEPTANCE OF CONTRIBUTIONS

       The Trustee:

       (a)  may accept contributions from  any person  in respect of a Member to
            the extent permitted by Relevant Law;

<PAGE>
                                     - 11 -

       (b)  must not accept any contribution if, in the opinion of  the Trustee,
            the  acceptance  of  the  contribution  would not  be  permitted  by
            Relevant Law.

4.5    INTEREST ON CONTRIBUTIONS

       The Trustee may require an Employer to  pay interest on any contributions
       payable by the Employer which are in  arrears at the Fund Earning Rate or
       such other rate as may be determined by the Trustee.

4.6    FORM OF CONTRIBUTIONS

       Subject to  Relevant Law and to the Trustee in  its  discretion  allowing
       such contributions, contributions  may  be made  either  in  cash  or  by
       transfer to the Fund of an asset in specie.  If a contribution is made by
       the transfer of an asset to the Fund, the amount of the transfer will  be
       the  market value  of that  asset at the  time of  its transfer, and  the
       transfer  will  be  undertaken  on  such  terms  and  conditions  as  are
       determined by the Trustee.

4.7    TERMINATION, REDUCTION OR SUSPENSION OF EMPLOYER CONTRIBUTIONS

       (a)  Any  Employer may at any time, by giving  one month's written notice
            to the Trustee  and  Principal Employer of  its decision  to  do so,
            terminate, reduce or  suspend the payment by that Employer of all or
            any of its contributions to the Fund.

       (b)  Upon the expiration of  the notice period  referred to  in paragraph
            (a), the  liability  of that  Employer to  make  those  payments  of
            contributions to  the Fund will cease either wholly or to the extent
            or for the period or in the circumstances  prescribed in the notice,
            but payments due  on or before  the date of expiration of the notice
            period will not be affected.

       (c)  If any Employer terminates, reduces or suspends its contributions to
            the Fund  in respect of some  or all of  the Members for whom it has
            been contributing, then  unless another Employer agrees  to continue
            the contributions  in respect of those  Members,  the  Trustee  will
            reduce or modify  the benefits  in respect of  those Members on such
            basis as the Trustee,  after considering  the advice of the Actuary,
            considers fair and equitable. The reduced or modified benefits will,
            subject to the other provisions of this Deed and the Rules, be dealt
            with  under the Rules in  the same manner as if  the benefit had not
            been so reduced or modified.

       (d)  If the Principal Employer terminates  its contributions to the Fund,
            but at least one of  the Employers continues to contribute, then the
            Principal Employer  will cease to be  the Principal Employer for the
            purposes of this  Deed and the Rules.   One of the  other  Employers
            which  is   continuing   to   contribute  must   then   assume   the
            responsibilities  of the Principal Employer for the purposes of this
            Deed and the Rules.

<PAGE>
                                     - 12 -

5.     TRANSFERS TO OTHER FUNDS

5.1    TRANSFERS TO OTHER FUNDS

       Without in any way affecting any other provision of  this Deed giving the
       Trustee power  to  transfer  a  Member's  benefit  in the Fund to another
       superannuation arrangement  or otherwise deal with the Member's  interest
       in the Fund,  but subject to any  requirements of  Relevant Law, where  a
       Member joins or is eligible to join a Superannuation Fund ("OTHER FUND"),
       and

       (a)  the  Member, with  the consent of  the Principal Employer,  requests
            that some or all of the Member's benefit in the Fund  be transferred
            to the Other Fund ("TRANSFERRED AMOUNT"); or

       (b)  the Trustee wishes to  transfer the Transferred Amount  to the Other
            Fund and is permitted by  Relevant Law to do so without the Member's
            consent,

       the Trustee with  the approval of  the Principal Employer may, subject to
       such conditions  and indemnities  as  the  Trustee may  require,  pay the
       Transferred  Amount  to  the  trustee  of  the  Other  Fund  or  transfer
       investments of the Fund of equivalent value to the Transferred Amount.

5.2    BENEFITS REDUCTION

       The receipt of the  Transferred Amount by  the trustee  of the Other Fund
       will be a complete discharge to the Trustee of all liabilities in respect
       of, and the Trustee will have no responsibility to see to the application
       of, the Transferred Amount.

6.     TRANSFERS FROM OTHER FUNDS

       Where a Member is or was a member of or is or was a beneficiary under any
       other  superannuation  arrangement,   approved  deposit  fund,   eligible
       rollover fund or Annuity, the Trustee may receive from the trustee of the
       other  superannuation  arrangement,  approved  deposit  fund  or eligible
       rollover  fund  or  from  the  issuer  of  the Annuity money or assets in
       respect of  the Member's  interest  in  the  superannuation  arrangement,
       approved deposit fund,  eligible rollover fund  or Annuity.   The Trustee
       will hold the money or assets received as part of the Fund subject to any
       requirements of Relevant Law and will either:

       (a)  credit the  particular  Member's  Voluntary Contribution Account  in
            such manner as  the Trustee,  the Member  and the Principal Employer
            agree; or

       (b)  hold them  in such  other manner  as the Trustee, the Member and the
            Principal Employer agree,

       to take account of the money and property  transferred in respect of that
       Member under this clause 6.

<PAGE>
                                     - 13 -

7.     FUND ACCOUNTS

7.1    CONTRIBUTION ACCOUNTS

       (a)  The Trustee will keep a Voluntary Contribution Account in respect of
            each  Member for the purpose  of  administering  the  Fund  and,  in
            particular, for the purpose of calculating the benefits payable from
            the Fund, to which account the following amounts will be credited:

            (i)   contributions made by the Member pursuant to clause 4.1(c);
                  and

            (ii)  contributions made  by  an  Employer in  respect of the Member
                  pursuant to clause 4.2(b) or 4.2(c).

       (b)  The Trustee will keep a  Compulsory Employer Contribution Account in
            respect of each  Category 5 Member for  the purpose of administering
            the Fund and,  in particular,  for the  purpose of  calculating  the
            benefits payable from  the Fund, to  which account  will be credited
            the amount, for each financial year of fund membership since  1 July
            1992, that would need to have accumulated for that Member (including
            interest  credited and  reduced  by  applicable  tax  and  insurance
            premiums) to ensure that the Employer avoided and continues to avoid
            the charge  under the  SG Act and  meets  any applicable  industrial
            awards for that year.

       (c)  The Trustee  will  keep a  Compulsory Member Contribution Account in
            respect of each  Category 5 Member  for the purpose of administering
            the Fund and,  in particular,  for the  purpose of  calculating  the
            benefits payable from  the Fund,  to which account will  be credited
            contributions made by the Member pursuant to clause 4.1(b).

7.2    CREDITING OF ACCOUNT

       In addition to any amounts to  be credited to one or more of the Member's
       Contribution Accounts  pursuant to clause 7.1, each Member's Contribution
       Account  or  Accounts  will,  subject  to  any  restrictions  imposed  by
       Relevant Law, be credited with:

       (a)  such portion  of the Investment Income of the Fund  (if positive) as
            the Trustee determines  will be credited  to each  of  the  Member's
            Contribution Accounts in  accordance with clause 15.3; and

       (b)  any  other  amounts  which  the  Trustee  with  the  consent  of the
            Principal  Employer  determines  will  be  credited  to  each of the
            Member's Contribution Accounts.

7.3    DEBITING OF ACCOUNT

       Each  of  a   Member's  Contribution  Accounts  will,   subject   to  any
       restrictions imposed by Relevant Law, be debited with:

<PAGE>
                                     - 14 -

       (a)  such portion of  the Investment Income of the Fund (if negative), as
            the  Trustee  determines  will be  debited to  each of  the Member's
            Contribution Accounts in accordance with clause 15.3; and

       (b)  the amount of any  Taxation liability  which in  the opinion  of the
            Trustee will be incurred  by virtue of  the Fund's acceptance of any
            contributions  which are  to be  credited  to each  of  the Member's
            Contribution Accounts in accordance with clause 16.1; and

       (c)  any amount which  is paid  to the Member  pursuant to clause 8.2 and
            which the  Trustees determine will be debited  to one or more of the
            Member's Contribution Accounts; and

       (d)  any  other  amounts  which  the  Trustee  with  the  consent  of the
            Principal Employer  determines  will  be  debited  to  each  of  the
            Member's Contribution Accounts.

7.4    ADDITIONAL ACCOUNTS

       In  addition  to  the Member's  Contribution Accounts,  the  Trustee  may
       establish  and  maintain  such  other  accounts  as  the  Trustee   deems
       appropriate.

8.     BENEFITS

8.1    Subject to the provisions of this Deed:

       (a)  the benefits described in the Rules will be payable from the Fund to
            a Member in the circumstances described in the Rules;

       (b)  benefits  may  also be  paid  in such  other  circumstances  as  are
            nominated from time to time by the Trustee and  which are  permitted
            by Relevant Law.

8.2    If Relevant Law and the Rules require or permit a Member to cash some  or
       all of  the amount standing  to the  credit of  his or  her  Contribution
       Accounts, despite not  being entitled  under the Rules or Relevant Law to
       any  other benefit,  the  Trustee  may  cash that  part of  the  Member's
       benefit,  in  which case  the  Trustee will,  in accordance  with  clause
       7.3(c), debit one or more of the Member's Contribution  Accounts, in such
       manner as  the Trustee  considers  reasonable and  appropriate, with that
       part of the benefit which has been cashed.

9.     PAYMENT OF BENEFITS

9.1    METHOD OF PAYMENT

       (a)  Benefits are  payable at the  principal office for the time being of
            the  Principal Employer  or otherwise  as may  be determined by  the
            Trustee.

       (b)  The Trustee may pay a  benefit  by forwarding a cheque to the postal
            address last

<PAGE>
                                     - 15 -

            notified of the person to whom the benefit is payable or  paying the
            benefit directly to a bank or other account nominated by  the person
            or in such other manner as the Trustee determines.

       (c)  All benefits  will  be expressed and  paid  in  Australian  currency
            unless  otherwise specifically  agreed  between the  Member and  the
            Trustee.

9.2    RECEIPT FOR BENEFITS

       Any person  to whom a  benefit is  payable must  if requested furnish the
       Trustee with a receipt and release in the form from time to time required
       by the Trustee.

9.3    TAX ON BENEFITS

       The Trustee may deduct from any benefit payable pursuant to this Deed any
       Taxation.

9.4    PENSIONS AND ANNUITIES

       (a)  Upon a  Member becoming entitled to be paid a lump  sum benefit, the
            Member may  request the  Trustee to  pay some or all of the Member's
            benefit as an income benefit.  That request must be made  in writing
            and must  be received by the Trustee within 30 days from the date on
            which  that Member's entitlement  arose or such longer period as the
            Trustee may in its absolute discretion determine.

       (b)  If the Member's request  meets the  requirements of this clause 9.4,
            the Trustee  must,  subject  to  any  requirements  of Relevant Law,
            arrange for  the payment  of that proportion of the Member's benefit
            as  the  Member requested be paid  in the form of  an income benefit
            to be  paid as  an income  benefit either  by applying  the relevant
            proportion of  the benefit in  the  purchase of  an  Annuity for the
            Member in such  manner  and on such conditions as the Trustee in its
            absolute discretion determines or, with the consent of the Principal
            Employer, by paying  the relevant  proportion of  the benefit  as  a
            pension of such amount and on such conditions as the Trustee and the
            recipient of the pension agree.

       (c)  If the recipient elects that the pension  is to be a pension for the
            purposes of  Relevant Law and  that  it  is  to comply  with certain
            minimum standards  prescribed by Relevant Law, the agreement between
            the Trustee and  the  recipient must  include  the requirements that
            ensure both that it  is a pension of that type and that it  complies
            with those standards, and this Deed will be deemed to include in  it
            those requirements and  those standards  but only to the extent that
            the Deed relates to that pension.

9.5    PAYMENT OF BENEFITS ON DEATH OR DISABLEMENT

       (a)  Where any  benefit becomes  payable to  or in  respect of  a  Member
            pursuant to  this Deed and  the Member is not alive when the benefit
            is to be paid, the Trustee  may  pay or apply  the benefit to or for
            the benefit of such one or more as determined by the Trustee in  its
            absolute  discretion  of the Nominated Dependants and/or  any

<PAGE>
                                     - 16 -

            other  Dependants  of  the former Member and/or  the  Legal Personal
            Representative of the  Member  in  the  manner  at  the times by the
            instalments  and  in  such  proportions  between  them (if more than
            one) as  the  Trustee  may  from  time  to time  in  its  discretion
            determine.   If the Member left  no  Nominated Dependants  or  other
            Dependants and  there is  no  Legal Personal Representative  of  the
            Member,  the Trustee may  pay such portion of  the benefit as may be
            allowed under  Relevant Law  to  the  Nominated Relative  and/or any
            other  Relative  of the  Member as  determined by the Trustee in its
            absolute  discretion.   Any portion  of the  benefit  which  is  not
            applied in  accordance with this clause will be absolutely forfeited
            and will remain  in the Fund  to be  dealt with  in accordance  with
            clause 11.3.

       (b)  Any amount payable  on a  Member's Total  and  Permanent Disablement
            must be  paid or applied for  the benefit  of any one or more of the
            Member and  the Member's  Dependants  in such shares and proportions
            and in  such manner as the Trustee  in its absolute discretion shall
            decide.

       (c)  If a Member dies before the whole of  the benefit  payable on his or
            her  Total and  Permanent  Disablement  has  been  paid  or  applied
            pursuant to  paragraph (b) that benefit or any balance of it must be
            paid in accordance with paragraph (a).

9.6    PAYMENT TO OTHERS ON BEHALF OF BENEFICIARIES

       When any person to whom a benefit becomes payable is under  the age of 18
       years or  when in  the opinion  of the Trustee it  would be  in  the best
       interests of  that person, the Trustee may pay all or part of any benefit
       to any  other person  for  application  on behalf  of that person and the
       receipt of  the person to whom  the  benefit  is  paid will be a complete
       discharge to the Trustee for the payment in  respect of  the person.  The
       Trustee will  not be bound or concerned to see  to the application of the
       benefit so paid.

9.7    BENEFIT PAYMENT RESTRICTIONS

       Benefits  payable  to  or in respect of  a Member may only be paid to the
       Member in cash to the extent permitted by Relevant Law.

9.8    PRESERVED BENEFITS

       Any benefits which have become payable to a Member  but which  are unable
       to be paid to the Member in cash may, at the  discretion of  the Trustee,
       be dealt with  in accordance with  clause 5.1, clause 9.11 or clause 9.15
       or retained in the Fund.

9.9    RETENTION OF BENEFIT IN THE FUND

       At the request of a Member or any other person who becomes entitled to be
       paid a benefit from  the Fund, the Trustee may at its absolute discretion
       but subject to the requirements  of  Relevant Law, retain  all or part of
       the benefit in the Fund until:

       (a)  the former  Member or  person entitled  requests that  it be paid to
            him;

<PAGE>
                                     - 17 -

       (b)  the Member dies; or

       (c)  the Trustee elects for whatever  reason to  pay the  benefit to  the
            former Member or the person entitled thereto,

       whichever first occurs.

9.10   INTEREST ON BENEFITS

       If any benefit is retained in  the Fund, the Trustee may  in its absolute
       discretion  increase the benefit  by an amount of interest  calculated at
       the Fund Earning Rate in respect of the period from the date on which the
       benefit became payable until the date on which the benefit is paid.

9.11   ROLL OVER PAYMENTS

       Where a Member or former Member wishes  to effect a  Roll Over Payment in
       respect of all or any part of any benefit payable from the Fund he or she
       must make  a request to the Trustee in writing nominating the institution
       to which the payment  is to be made  and the amount to be  applied as the
       Roll Over Payment. The Member or former Member must in  addition complete
       and  execute such  documents  as  are required  to enable  the  Roll Over
       Payment to be effected and for it to be recorded by the Commissioner, but
       in circumstances provided for in  Relevant Law or otherwise acceptable to
       the Commissioner the Trustee may  effect a Roll Over Payment  in relation
       to a Member's benefit without the consent of the Member or former Member.

9.12   TRANSFER OF POLICY

       Where a Member or  any other person is entitled to be paid or the Trustee
       in its discretion determines to pay a benefit and where the Trustee holds
       a Policy of any  kind in  respect of the Member, the Trustee  may in  its
       absolute discretion  and in lieu  of surrendering the Policy assign it to
       the  Member  or  other  person  or to  such one  or more  of them  to the
       exclusion of the  other or  others  as the  Trustee in its discretion may
       determine.  The value of the Policy  as at the date of assignment will be
       deducted from the benefit payable to the Member or other person.  Neither
       the Trustee nor the Principal Employer will be liable to pay any premiums
       becoming  due and  owing under the  said Policy  as from  the date of the
       assignment.

9.13   TRANSFER OF INVESTMENTS

       The Trustee may with the consent of a Member or any  other person to whom
       a  benefit is  payable  and  to the  extent  permitted  by  Relevant  Law
       transfer investments  of the Fund  of equivalent value  to that Member or
       other person in lieu of paying  the whole or part of the amount otherwise
       payable.

<PAGE>
                                     - 18 -

9.14   NO BENEFICIAL INTEREST

       Notwithstanding any provision of this Deed, no Member or any other person
       entitled  to be  paid a  benefit from the Fund will  have or  acquire any
       beneficial or  other interest in  a  specific asset  of the  Fund or  the
       assets of the  Fund as a  whole while such asset or assets remain subject
       to the provisions of this Deed.

9.15   UNCLAIMED OR UNPAID BENEFITS

       The Trustee may deal with any unclaimed money or any benefits which  have
       not been paid to  a Member within  90 days (or any other period described
       by Relevant Law) of the benefit  becoming payable in the manner specified
       in Relevant Law.

10.    ASSIGNMENTS, CHARGES AND MONEYS OWING TO THE FUND OR TO THE EMPLOYER

10.1   ASSIGNMENTS AND CHARGES

       The Trustee must not recognise, or in any way encourage  or sanction, the
       assignment of  or  a  charge over  the whole  or any  part of  a Member's
       benefit or his or her interest in it, or a charge  over the  whole or any
       part of the Fund, except to the extent that in  any case  it is permitted
       by Relevant Law.

10.2   DEDUCTION FROM BENEFIT

       Subject to the requirements of Relevant Law, the Trustee may  deduct from
       any part of a Member's benefit and either itself retain or if appropriate
       pay to the  Principal Employer  any  money  owing  by  the  Member to the
       Trustee or, if  the Trustee  is satisfied  that the  Employer's claim  is
       valid, to the Employer, and pay any balance to the Member or other person
       to whom the benefit would but for this clause have been payable.

11.    FORFEITURE OF BENEFITS

11.1   CONDITIONS OF FORFEITURE

       Subject to the requirements of Relevant Law, any Member, former Member or
       after the  Member's death, any of the Member's Dependants or the Member's
       legal personal representative:

       (a)  who assigns or charges or attempts to assign or charge any benefit;

       (b)  whose benefits whether  by his or her  own act operation  of law  an
            order of any Court or otherwise  become payable to or vested  in any
            other person, company, government or other public authority;

       (c)  who becomes bankrupt or insolvent; or

<PAGE>
                                     - 19 -

       (d)  who in the opinion of the Trustee is mentally ill or of unsound mind
            or is incapable of managing his or her affairs;

       will, to the extent permitted under Relevant Law and at law generally:

       (e)  if paragraph (c) applies to a  Member, forfeit  entitlement to  that
            portion of the benefit which exceeds the Member's pension reasonable
            benefit limit for the purpose of the Act;

       (f)  otherwise, forfeit entitlement to all  of his or her benefits and in
            the case of a Member he or she will cease to be a Member.

11.2   APPLICATION OF CERTAIN FORFEITED BENEFITS

       Subject to the requirements of Relevant Law, the Trustee may pay or apply
       the whole or any part of any benefits which have been forfeited to or for
       the benefit of  the former Member or  his or her Dependants or any one or
       more of them in such proportions between them  and on  such terms  as the
       Trustee may from time to time in its absolute discretion determine or, if
       the  Member has  died, the  benefits may  be applied  in accordance  with
       clause 9.5.

11.3   APPLICATION OF REMAINING FORFEITED BENEFITS

       Any forfeited benefits not dealt with in accordance with clause 11.2 will
       be forfeited to the Fund.

12.    THE TRUSTEE

12.1   TRUSTEE MUST BE A CONSTITUTIONAL CORPORATION

       There will only be one Trustee and  the Trustee must be  a constitutional
       corporation.

12.2   RETIREMENT OF TRUSTEE

       The Trustee:

       (a)  must immediately retire by written notice to the  Principal Employer
            if the Trustee becomes  a disqualified  person for  the purposes  of
            Relevant Law; and

       (b)  may, at any time, retire by giving 60 days' (or such shorter  period
            to which  the Principal Employer  may agree)  written notice  to the
            Principal Employer;

       and in  either  case,  the  Principal Employer  must,  by  deed,  appoint
       another constitutional corporation to act as Trustee in its place.

<PAGE>
                                     - 20 -

12.3   CONSTITUTION

       The Trustee must at all times ensure that its  Constitution is consistent
       with any applicable requirements of Relevant Law.

12.4   CONTINUITY OF OFFICE

       A Trustee will, on ceasing  to be  a Trustee, do everything  necessary to
       vest the Fund in the new Trustee and deliver all  records and other books
       to the new Trustee.

12.5   OFFICE OF TRUSTEE

       The office of Trustee must be filled at all times and if a vacancy occurs
       a new Trustee must  be appointed as soon as is reasonably practicable but
       in any event within 60 days of that vacancy occurring.  If for any reason
       there is  at any time no Trustee of the Fund, the Principal Employer will
       undertake the duties  of the  Trustee to the  extent that it is necessary
       until the appointment of a new Trustee.

13.    TRUSTEE'S POWERS AND MANAGEMENT

13.1   TRUSTEE'S GENERAL POWERS

       The Trustee will have power:

       (a)  to  manage administer and  deal with  the Fund  and all  proceedings
            matters and things connected with the Fund; and

       (b)  to enter into and  execute all contracts deeds  and documents and to
            do all such  matters and  things as  it considers expedient  for the
            purpose   of  carrying   out  the   trusts  authorities  powers  and
            discretions conferred  upon  the  Trustee by  this Deed  with power,
            subject  to  the  other  provisions  of  this  Deed,  to  give  such
            undertakings and incur all such obligations relating  to the Fund as
            the Trustee thinks fit;

       and such further powers  as  may be  necessary ancillary or incidental to
       this Deed.

13.2   ADDITIONAL SPECIFIC POWERS

       In addition to  the powers which  it has  by law  and which are otherwise
       granted to it by this Deed the Trustee will have the following powers:

       (a)  to settle compromise or  submit to  arbitration  any claim matter or
            thing relating  to this Deed or the Fund or to the rights of Members
            former Members  or any  other persons  claiming to be entitled to be
            paid a benefit pursuant to this Deed;

       (b)  to commence carry  on or  defend proceedings relating to the Fund or
            to the rights of Members former Members or other persons claiming to
            be entitled to be paid a benefit from the Fund;

<PAGE>
                                     - 21 -

       (c)  subject to  any restrictions  contained in  Relevant Law, to  borrow
            money and  to secure  the repayment of  that money in any manner and
            upon  any terms  with  or without security  which  the  Trustee  may
            consider advisable;

       (d)  to insure or reinsure any risks contingencies or liabilities of  the
            Fund;

       (e)  to underwrite, sub-underwrite or otherwise  assume liability for any
            risk contingency or liability under any  superannuation  arrangement
            conducted by the Principal Employer in connection with any  transfer
            of Employees to the Fund;

       (f)  to retain  the services  of and  to appoint  professional  or  other
            advisers or  agents in  relation to the management administration or
            investment of  the Fund and  to pay out  of the Fund all expenses of
            and  incidental to the management  and administration  of  the  Fund
            including the fees of any advisers or agents and the remuneration of
            persons appointed  pursuant to  this  Deed and  to  revoke  any such
            appointment; and

       (g)  to indemnify or undertake to indemnify any person company government
            or institution  in respect of any  claim matter or thing relating to
            the  Fund or to  the rights  of Members,  former  Members  or  other
            persons entitled in respect of the Fund.

13.3   TRUSTEE DISCRETION

       In the exercise of the  authorities powers and  discretions vested  in it
       pursuant to  this Deed, the Trustee  will have an absolute and unfettered
       discretion and  may from  time to time  exercise or enforce all or any of
       such powers authorities  and discretions and will have power generally to
       do all such things  as the  Trustee in  its absolute discretion considers
       appropriate in the administration of the Fund and  the performance of its
       obligations under this Deed.

13.4   TRUSTEE MAY ACT ON ADVICE

       The Trustee may  act on the  advice or opinion  of any accountant actuary
       barrister solicitor  medical practitioner  professional adviser or expert
       whether or not such advice has been obtained by the Trustee.

13.5   INDEMNITY OF TRUSTEE AND DIRECTORS

       The Trustee and each of its directors will be indemnified out of the Fund
       against  all  liabilities,  losses,  costs  and  expenses  (excluding any
       liability for a  monetary  penalty  under  a civil  penalty order imposed
       under the SIS Act)  incurred in  the exercise  or purported  exercise  or
       attempted  exercise of  the trusts  powers  authorities  and  discretions
       vested in  the Trustee under this  Deed or at law and will have a lien on
       and may use the  moneys forming part of the Fund for the purposes of this
       indemnity  and  generally  for  the payment of all legal and  other costs
       charges and  expenses  of  administering  or  winding  up  the  Fund  and
       otherwise of performing their duties under this Deed. This indemnity will
       extend to any  payments made to  any person  whom the  Trustee  bona fide
       believes to

<PAGE>
                                     - 22 -

       be entitled to it although it may subsequently  be found that  the person
       was not in fact so entitled, but will not  be available to  any person if
       the person failed  to act honestly or intentionally or  recklessly failed
       to exercise the degree of care and diligence that the person was required
       to exercise.  In  this  clause, the  word "Trustee" includes  any  former
       Trustee.

13.6   DELEGATION BY TRUSTEE

       The Trustee may delegate to any one or more persons firms or companies on
       such terms as the Trustee may think fit any of the authorities powers and
       discretions conferred upon the Trustee.  Without limiting  the generality
       of the foregoing  the Trustee may  appoint from time to time  such one or
       more persons  firms or companies  as the Trustee  may think  fit  to  act
       either as custodian  or  investment  manager  or  both  subject  to  such
       conditions  as  the  Trustee  may  from  time to time  determine and  may
       delegate to  and confer upon such  a custodian or investment manager such
       authorities  power  or  discretions,  including  the  Trustee's  power of
       delegation, as the Trustee may think fit.  The Trustee will have power to
       pay out of the Fund  to any  such custodian  investment manager  or other
       delegate such  remuneration for  its services  as the  Trustee  considers
       proper and  to remove from time to time any such custodian  or investment
       manager.

13.7   TRUSTEE REMUNERATION

       The Trustee will not receive any salary or remuneration from  the Fund in
       respect of its  services as Trustee  unless otherwise  agreed  in writing
       between the  Principal Employer and the Trustee, but nothing in this Deed
       will preclude any firm corporation or partnership of which the Trustee or
       any of its  directors is  a  partner  director  shareholder  related body
       corporate (as defined in the Corporations Law)  or  employee  from  being
       paid out of the Fund any proper fees or remuneration for professional  or
       other  services  rendered  by  such  firm, corporation  or partnership in
       connection with the Fund.

13.8   CONFIDENTIALITY OF INFORMATION

       The  Trustee  and   the  Principal  Employer  will   regard  as  strictly
       confidential so far as practicable all information disclosed to or gained
       by it in  the course of administering the Fund or otherwise in connection
       with this Deed or anything relating or incidental to it.

13.9   LIABILITY OF TRUSTEE

       The Trustee will not be liable for any loss or breach of trust whatsoever
       other than:

       (a)  loss attributable to the Trustee, in relation to  a matter affecting
            the Fund, failing  to act honestly  or  intentionally or  recklessly
            failing  to exercise  the degree  of  care and  diligence  that  the
            Trustee was required to exercise; or

       (b)  liability for a monetary penalty under a  civil penalty  order  made
            against the Trustee under the SIS Act.

<PAGE>
                                      - 23 -

13.10  LIABILITY OF DIRECTORS OF TRUSTEE

       A director of the Trustee will not  be liable  for any  loss or breach of
       trust whatsoever other than:

       (a)  loss attributable to the director, in relation to a matter affecting
            the Fund, failing  to act  honestly or  intentionally or  recklessly
            failing  to exercise  the  degree of  care and  diligence  that  the
            director was required to exercise; or

       (b)  liability for a  monetary  penalty under a  civil penalty order made
            against the director under the SIS Act.

13.11  INQUIRIES AND COMPLAINTS

       The Trustee  may, and  to the  extent required  pursuant to Relevant Law,
       must, establish arrangements under which:

       (a)  Members and  other beneficiaries  have  the right  to make inquiries
            into,  or complaints about,  the operation or management of the Fund
            in relation to  the  Member or  beneficiary  making  the  inquiry or
            complaint; and

       (b)  those inquiries or complaints will  be properly considered and dealt
            with within  90 days  or such  other period  as may be prescribed by
            Relevant Law after they are made.

14.    INVESTMENTS

14.1   AUTHORISED INVESTMENTS

       Subject to:

       (a)  the restrictions imposed by  Relevant Law  on investing in  in-house
            assets;

       (b)  any prohibition on acquiring certain kinds of assets from Members or
            relatives of Members which is prescribed by Relevant Law;

       (c)  any prohibition prescribed under Relevant Law against lending  money
            or giving financial assistance to, Members or relatives of Members;

       (d)  any other restrictions imposed by Relevant Law;

       so much of the  moneys forming  part of the Fund  from time to time as is
       not required immediately  for the payment of  benefits or  other  amounts
       authorised  by this Deed may be invested by the Trustee in any investment
       whatsoever  which  the  Trustee  considers  appropriate,  including,  but
       without in any way being limited to, the following investments:

            (i)   any investment for the time being  authorised  by  the laws of
                  the

<PAGE>
                                    - 24 -

                  Commonwealth of Australia or any  State  or  Territory thereof
                  for the investment of trust funds;

            (ii)  any  mortgage  on  freehold  property situated in Australia or
                  elsewhere  even  though  the amount  of the  loan  may  exceed
                  two-thirds  of the value  of the property and whether or not a
                  report or valuation  has been  obtained on  the  value of  the
                  property;

            (iii) on deposit with  or on loan  to any  bank building  society or
                  other financial institution;

            (iv)  on deposit  with or  on loan  to the Principal Employer or any
                  other  person  or  organisation  whatsoever  with  or  without
                  security and at such  rate of interest and  upon such terms as
                  the  Trustee  may deem  reasonable  notwithstanding  that  the
                  Trustee  may  have  a  direct  or  indirect  interest  in  the
                  borrowing or may benefit directly or indirectly therefrom;

            (v)   the purchase  or acquisition  in any way of shares or stock of
                  any  class or  description  or of  any type of  bond  mortgage
                  debenture note  option  or other  like security  in or  of the
                  Principal  Employer  or  any  other  company  or  trust  fund,
                  society,  unincorporated  association  or  other entity in any
                  part  of the world  whether or not  carrying  on  business  in
                  Australia and  whether the  shares or stock be fully or partly
                  paid  up and  whether  secured  or  unsecured,  registered  or
                  unregistered;

            (vi)  any  Policy  or  Annuity  whether  by  proposal   purchase  or
                  otherwise  and any  choses in action  interest for life or any
                  lesser term or in reversion or howsoever arising;

            (vii) the purchase  or  acquisition  of  any  interest  in  real  or
                  personal property and the improvement or extension thereof;

            (viii) the purchase or acquisition  of or subscription  for any unit
                  or sub-unit in any unit trust established or situated anywhere
                  in  the world whether individually or jointly and whether such
                  units or sub-units are fully paid up or whether their issue
                  involves any contingent or reserve liability;

            (ix)  the discounting  of loans  mortgages  contracts  hire purchase
                  agreements or leases; and

            (x)   bills  of  exchange,  promissory notes   or  other  negotiable
                  instruments.

14.2   POWER TO SELL AND VARY INVESTMENTS

       The Trustee will have power as it sees fit to sell any investments and to
       vary and transpose any  investments into  other investments authorised by
       this Deed.

<PAGE>
                                        - 25 -

14.3   INVESTMENT REQUESTS

       The Trustee may  from time to time,  with  the  consent of  the Principal
       Employer, allow a Member to make a request of the Trustee in  relation to
       the investment of  a  portion  of  the  Fund's  assets  representing  the
       Member's Voluntary Contribution Account on the basis that the Trustee may
       comply with any such an investment request, but will not be obliged to do
       so.  When an investment is made pursuant to any  request made by a Member
       in accordance with this clause:

       (a)  the Trustee must note  in the Fund's records that the investment was
            made in accordance with a  Member's investment  request and the name
            of the Member;

       (b)  any income or gains or losses of a revenue or capital nature arising
            from the  investment will be credited  or,  in the  case of  a loss,
            debited, to the relevant Member's Voluntary Contribution Account and
            such amounts will  be excluded  from the  calculation  of Investment
            Income pursuant to clause 15.2;

       (c)  any  costs,  charges  or  expenses  incurred  or  arising  from  the
            investment and  any Taxation  which  is  or  may  become  payable in
            respect of  the investment will be debited to the Member's Voluntary
            Contribution Account and  any such amounts will be excluded from the
            calculation of Investment Income pursuant to clause 15.2.

15.    INVESTMENT INCOME AND ACTUARIAL VALUATION

15.1   INVESTMENT STRATEGIES

       The Trustee may, if  it considers it reasonable and  equitable to  do so,
       segregate the  Fund  into  two or  more  separate  parts  for  investment
       purposes, with:

       (a)  each  part  or  parts  being  notionally  attributed  to one or more
            Categories of Membership;

       (b)  each  part  having  an  investment  strategy  which  is,  or may be,
            separate and distinct from the investment strategy or strategies for
            the other part or parts of the Fund.

15.2   INVESTMENT INCOME

       At each  Review Date  or  such  other  date  which  the Trustee considers
       appropriate,  the Trustee must value all of the assets of the Fund at the
       Review Date and determine:

       (a)  the Investment Income of the Fund in respect of the period since the
            previous  Review  Date which  will comprise  all net income  and net
            capital gains  whether realised  or unrealised after  deducting  any
            capital losses  and such allowance for expenses  and taxation as the
            Trustee considers appropriate; and

       (b)  the Fund  Earning  Rate  to  be  credited (or debited) to a Member's
            Contribution

<PAGE>
                                     - 26 -

            Accounts (if any) in accordance with clause 15.3;

       (c)  the Fund Earning Rate to be credited (or debited) in respect of each
            separate part  of the Fund, if  it has been segregated in accordance
            with clause 15.1.

15.3   CREDITING ACCOUNTS

       The Trustee will as soon as reasonably practicable after the  Review Date
       credit  (if the Fund Earning Rate is  positive)  or  debit  (if the  Fund
       Earning Rate is negative)  a Member's Voluntary Contribution Account  (if
       any) with interest,  at the  Fund Earning Rate,  on  such  basis  as  the
       Trustee considers equitable having regard to the balances of that account
       during the period since the last Review Date, the value of  the Fund  and
       the requirements of Relevant Law.

15.4   INTERIM FUND EARNING RATE

       Subject to Relevant Law, the Trustee may, from time to time, determine an
       interim  Fund Earning Rate  which  will  be  used  when  determining  the
       interest to  be credited  (or debited)  to any account for the purpose of
       calculating benefits.

15.5   ACTUARIAL REPORT AND VALUATION

       The Trustee  must appoint  an  actuary  to  the  Fund.  At intervals  not
       exceeding 3 years  (or such shorter period as may be required by Relevant
       Law) the Trustee  must arrange  for the Actuary to  make an investigation
       and valuation  of the Fund  and to report  on the contributions which are
       required to be made under clause 4.2(a), and the Trustee will supply such
       information as  may  reasonably  be required  by  the  Actuary  for  that
       purpose.  The Trustee  must arrange  for the Actuary to furnish a written
       report no  later than 12 months after the  date of such investigation and
       valuation and  a copy thereof  shall be  furnished by the Trustee to the
       Principal Employer.

15.6   ACTUARIAL CERTIFICATE

       The report  referred to  in  clause 15.5  must contain  a  certificate in
       accordance with the provisions of Relevant Law.

16.    COSTS AND EXPENSES AND TAXATION

16.1   COSTS AND EXPENSES

       Except as otherwise expressly provided in this Deed:

       (a)  all costs charges and  expenses  incurred  in  connection  with  the
            preparation  establishment  maintenance  administration operation or
            winding up of the Fund will be borne  by the  Fund and  paid by  the
            Trustee and the Trustee may debit a Member's  Voluntary Contribution
            Account and  the Investment Income of the Fund in such  manner as it
            considers equitable and appropriate to reflect the

<PAGE>
                                     - 27 -

            payment of or the making of any provision for any such costs charges
            and expenses; and

       (b)  the Trustee will indemnify  the Principal Employer in respect of any
            costs  charges  or expenses  which  are  properly  incurred  by  the
            Principal Employer.

       The Trustee may, however, accept contributions  in respect  of such costs
       charges or expenses from the Principal Employer or  may arrange with  the
       Principal Employer  for such  costs charges  or expenses  to be  paid and
       borne by the Principal Employer in such manner and in such proportions as
       the Principal Employer may determine.

16.2   TAXATION

       The Trustee may make provision in such manner as it considers appropriate
       to allow for any anticipated or future liability for Taxation  in respect
       of the Fund  and will  have power  to pay any Taxation  in respect of the
       Fund  out  of  the Fund.  The  Trustee  may  debit a  Member's  Voluntary
       Contribution Account and the Investment Income of the Fund in such manner
       as it considers appropriate  to reflect  the payment  of or the making of
       any provision for any such Taxation.   The Trustee  will not be liable to
       account to any Member or any other person for any  payments made  by  the
       Trustee  in good faith  to any  duly  empowered  fiscal  authority of the
       Commonwealth of Australia or any State  or  Territory  of it or any other
       country  or part of  a country for Taxation or  any  other  charges  upon
       the Fund or for or on account of the retention of any moneys or assets in
       the Fund to meet any prospective liability  on the part of the Trustee in
       relation to the  Fund to such fiscal authority, notwithstanding  that any
       such payment or provision need not have been made.

17.    FUND RECORDS

17.1   ISSUE OF RECEIPTS

       A receipt given  on behalf  of the Fund  by the Trustee or  by  any other
       person who may from  time to time be authorised by the Trustee in writing
       to receive any  moneys of the Fund  will be a sufficient discharge to the
       person by whom the moneys are paid.

17.2   RECORDS AND ACCOUNTS TO BE KEPT

       The Trustee must:

       (a)  keep account of all moneys received for and disbursed from  the Fund
            and of all dealings in connection therewith;

       (b)  collect and  pay promptly  into a  bank or other account of the Fund
            all moneys from time to time due to the Fund;

       (c)  keep appropriate records books and  accounts  having  regard  to the
            requirements  of  Relevant  Law  and  make suitable arrangements for
            custody of

<PAGE>
                                     - 28 -

            documents relating to the investments of the Fund; and

       (d)  prepare  accounts  and   statements  in  relation  to  the  Fund  in
            accordance with Relevant Law.

17.3   AUDIT

       The Trustee must cause the  accounts and statements referred to in clause
       17.2(d) to be audited by the Auditor at such time or times as required by
       Relevant Law and the Auditor must give to the Trustee a report in respect
       of each such audit.   If the Auditor is  satisfied that the annual return
       prepared for the Fund for that particular year of income is true and fair
       he will  sign an audit certificate in  the prescribed form  for lodgement
       with the Commissioner.

17.4   AVAILABILITY OF DEED

       A copy of this Deed must  be made available for inspection by any  Member
       on the request of that Member.

17.5   INFORMATION FOR TRUSTEE

       The Principal Employer will as and when requested by the Trustee, give to
       the Trustee all information in its power or possession which may, in  the
       opinion of  the Trustee, be necessary or expedient for the management and
       administration  of  the  Fund.  The Trustee  may act upon any information
       given to it by the Principal Employer pursuant to this Deed.

17.6   DISCLOSURE AND REPORTING REQUIREMENTS

       The Trustee  must  provide  to  Members,  former  Members,  the Principal
       Employer, the Commissioner  and  any  other  persons  who ask the Trustee
       to provide them  with  information  about  the  Fund  such information in
       relation to the conduct of the Fund and benefits payable from the Fund in
       such form as required by Relevant Law.

18.    APPOINTMENT OF AUDITOR

       The Trustee must appoint an Auditor on  such  conditions  as  the Trustee
       determines  and  who  is  both  appropriately  qualified  and independent
       according to the criteria specified by  Relevant Law.  The Auditor may be
       a person or a firm.

19.    COMPULSORY OR GOVERNMENT SUPERANNUATION

19.1   COMPULSORY SUPERANNUATION

       Where at any time an obligation is imposed upon the Principal Employer to
       make compulsory  contributions to  a superannuation fund  other than this
       Fund providing  retirement  death or  disablement benefits  in respect of
       Members of  the Fund, the  Trustee  may, as appropriate  and  taking into
       account the advice of the Actuary, either immediately

<PAGE>
                                     - 29 -

       agree to reduce the Principal Employer's contributions to the Fund by the
       amount of the compulsory contribution  being made  to the  other fund  in
       respect of those Members  who are  members of the other fund, or vary the
       benefits payable under the Rules to  take into account the benefits which
       would be received from the other fund.

19.2   GOVERNMENT BENEFIT SCHEME

       Where a  scheme having  government support  or recognition whether in the
       Commonwealth of Australia  or  any  State or Territory of it or any other
       place with which the activities of the Principal Employer are or  may for
       the  time  being be concerned  ("GOVERNMENT  SCHEME")  provides  or  will
       provide Members  or their Dependants  with  benefits  which  in  the sole
       opinion of the Trustee are  of a  similar nature  to any benefit provided
       under this Deed, the Trustee with the consent of  the  Principal Employer
       may alter or vary in any way whatsoever the provisions of this Deed which
       in the sole discretion  of the  Trustee corresponds  to the provisions of
       the Government Scheme.

20.    TERMINATION OF THE FUND

20.1   TERMINATION

       If:

       (a)  the Principal Employer decides for any  reason to terminate the Fund
            and gives one month's written notice to the Trustee of its intention
            to do so; or

       (b)  all of the  Employers  terminate  their  contributions  to  the Fund
            pursuant to clause 4.7,

       then:

       (c)  the Fund  will be closed  to  new  entrants from  a  date  being the
            expiration of  the one  month's notice  or  the  effective  date  of
            termination of contributions as the case may be ("CLOSURE  DATE");

       (d)  no further contributions by  and in  respect of  the Members will be
            accepted after the Closure Date,  but payments due  on or before the
            Closure Date will not be affected;

       (e)  the Trustee must cause a  valuation to  be made of the assets of the
            Fund (after the payment of  all expenses incurred  as  a  result  of
            winding up the Fund);

       (f)  the Trustee must, after  considering  the  advice  of  the  Actuary,
            allocate to  Members such part or whole of  the value of the Fund as
            ascertained by the valuation in such shares and proportions  and  in
            such manner as the Trustee considers to be fair and equitable;

       (g)  the Trustee must then allocate any surplus amount remaining the Fund
            to any Member, or to any  one or more  of the  Dependants  or  legal
            personal

<PAGE>
                                        - 30 -

            representatives  of  any   deceased  Member,   in  such  shares  and
            proportions as the Trustee in its absolute discretion determines;

       (h)  the amounts so  allocated under  paragraphs (f) and (g) will be held
            in trust and invested by the Trustee as authorised by this Deed, but
            any   amount   allocated  to  a  Dependant  or  the  legal  personal
            representatives of a deceased Member may be paid immediately; and

       (i)  the amount  so allocated  to a  Member, plus any accretion and minus
            any diminution, will subject to  the other  provisions of  this Deed
            and the Rules  be dealt  with  in the  same manner as  a benefit  in
            respect of  the Member which  would otherwise (but for the operation
            of this clause 20.1) have become payable under the Rules.

20.2   TRUSTEE'S ARRANGEMENTS AND DECISION

       (a)  Any amounts  paid  to any  person  under clause 20.1 will be in such
            form and  will  be  provided  by  such  arrangements  as the Trustee
            determines.

       (b)  Payments under clause 20.1  will  constitute the final resolution of
            any claim  to rights  or  benefits  under this  Deed and  will  be a
            complete discharge  by the Trustee  of  its obligations  under  this
            Deed.

       (c)  All decision of the Trustee under clause 20.1  and  this clause 20.2
            will be final and binding on all parties.

21.    AMENDMENTS

21.1   AMENDMENTS TO THE TRUST DEED

       The provisions of  this Deed  including this clause  may  be amended with
       immediate,  prospective  or,   to  such   extent  as   the  law   allows,
       retrospective effect from time to time  by  the Trustee, with the written
       consent of the Principal Employer,  by deed  executed by the Trustee, but
       no amendment ("AMENDMENT") may be made:

       (a)  which is not permitted by Relevant Law; or

       (b)  which will impose any  increase in  liability on any Employer or any
            Member to contribute to the Fund  without the Employer's or Member's
            consent;

       (c)  which would in the opinion of the Trustee be to the detriment of the
            Members or their Dependants generally;

       (d)  which would result in any  retrospective  reduction  of any Member's
            accrued benefits  or  of  retirement  benefits  in  respect  of past
            membership without the  prior written consent of the Commissioner or
            without the consent of all of the Members of the Fund.

<PAGE>

                                            - 31 -

21.2   NOTICE TO MEMBERS

       The Trustee must promptly  give the  Members  written  notice of any such
       Amendment if required pursuant to Relevant Law to do so.

22.    RELATIONSHIP BETWEEN EMPLOYER AND EMPLOYEE

22.1   EMPLOYER'S POWERS NOT PREJUDICED

       Nothing in this Deed will affect the powers of  the Employer  with regard
       to the remuneration,  terms of employment or  dismissal of an Employee or
       any other dealings between the Employer and  Employee.  The existence  or
       cessation of any actual or prospective or possible benefit under the Fund
       will not be grounds for claiming  or increasing  damages  in  any  action
       brought against the  Employer in respect of any termination of employment
       or otherwise.

22.2   WORK-RELATED CLAIMS

       Nothing in this Deed will in  any way affect the right of a Member or his
       or her personal representative to claim  damages  or  compensation  under
       common  law or under  any workers' compensation  legislation or any other
       statute in force governing compensation to a  Member injured or killed by
       an accident arising out of or in the course of his or her employment with
       the Employer.

23.    PROPER LAW

       This Deed  will  be governed  and  construed  and  will  take  effect  in
       accordance with the laws of South Australia.  The Principal Employer, the
       Trustee,  Members and  former Members  and  their  Dependants  and  Legal
       Personal Representatives  must accept  the jurisdiction  of the Courts of
       that State. Section 35b of the Trustee Act 1936 of South Australia has no
       application to this Deed.

24.    RELEVANT LAW

       Notwithstanding  any other provision  of this Deed and in addition to the
       powers and  discretions  conferred  upon  the  Trustee  by this Deed, the
       Trustee will  be empowered  but not, except  as  provided  in  this Deed,
       required to do or  procure to  be done or  refrain  from  doing such acts
       matters and  things as in the opinion  of the Trustee may be necessary or
       desirable:

       (a)  to  enable  the  Fund  to  become,  and  continue to be, a regulated
            superannuation fund; and

       (b)  to comply  with or  satisfy any provision or requirement of Relevant
            Law or of the Commissioner.

<PAGE>

                                 FIRST SCHEDULE


1.     LEAVING SERVICE BENEFIT - CATEGORIES 1, 2, 3, 4, AND 7 MEMBERS

1.1    Subject to rule 1.2  and rule  1.3, if a Member, other  than a Category 5
       or Category 6 Member, leaves Service on or  before  that  Member's Normal
       Retirement Date, the Trustee must pay to  that  Member a benefit equal to
       the sum of:

       (a)  20% of the Member's Final Average Salary  multiplied by  his  or her
            period of Membership as a Category 1 Member; and

       (b)  17.5% of the Member's Final Average Salary  multiplied by his or her
            period of Membership as a Category 2 Member; and

       (c)  15% of the Member's Final Average Salary multiplied  by  his  or her
            period of Membership as a Category 3 Member; and

       (d)  12.5% of the Member's Final Average Salary multiplied by his  or her
            period of Membership as a Category 4 Member; and

       (e)  10% of the Member's  Final Average Salary  multiplied by  his or her
            period of Membership as a Category 7 Member; and

       (f)  an amount determined  by  multiplying  the  Member's  Final  Average
            Salary by his or her Accrued Benefit Multiple (if any).

       For the purposes of this rule 1.1, a Member's period of Membership in any
       category will be measured in years and any fraction of a year which is  a
       complete month.

1.2    If a Member, other than a Category 5 or Category 6 Member, leaves Service
       before attaining  age 55  (other than in circumstances in which a benefit
       would be payable under rule 4), the  benefits  which  would  otherwise be
       payable in accordance with  rule 1.1  will be  reduced by 1% (on a simple
       basis)  for each whole year  by which the  Member's age as at the date of
       leaving Service is less than age 55, but such reduction  will not  in any
       event exceed 20%.

1.3    When a Category 1 Member leaves Service, the benefit which he or she will
       receive pursuant to  rule 1.1, reduced if  appropriate by  rule 1.2, will
       not exceed seven times his or her Final Average Salary multiplied, if the
       Member has left Service before his or her Normal Retirement Date, by:

                                    FM
                                    ---
                                    PFM

<PAGE>

                                      - 2 -



       where:       FM   means the period of the Member's actual Membership; and

                    PFM  means the period of Membership  which the  Member would
                         have had  had he  or she remained a Member until his or
                         her Normal Retirement Date.

2.     LEAVING SERVICE BENEFITS - CATEGORY 5 MEMBERS

2.1    If a Category 5 Member leaves Service:

       (a)  on that Member's Normal Retirement Date; or

       (b)  after attaining age 60; or

       (c)  after attaining age 55 and obtaining the Employer's consent to early
            retirement,

       the Trustee must  pay  to  that  Member  a  benefit  equal to 7.5% of the
       Member's Final Average Salary multiplied by his or her period of Service.

       For the purposes of this rule 2, a  Member's  period  of  Service will be
       measured in years and  any fraction  of a year which is a complete month,
       and will include  Service both  with  an Employer and also with either or
       both of Berri Renmano Ltd and Thomas Hardy & Sons Pty Ltd.

2.2    If a  Category 5  Member leaves  Service in  circumstances  that  do  not
       entitle that  Member to  a  benefit under either rule 2.1 or rule 4, then
       that Member will be entitled  to receive a lump sum benefit in accordance
       with the following provisions:

       (a)  If the Member left Service as a result his or  her illness or injury
            (proof of  which is provided  to the  reasonable satisfaction of the
            Trustee) or, in the reasonable opinion of the Trustee, on account of
            retrenchment of staff by the Employer, the Trustee must  pay to that
            Member a benefit equal to the greater of:

            (i)   twice the amount then  standing  to the credit of the Member's
                  Compulsory Member Contribution Account; and

            (ii)  7.5% of the Member's Final Average Salary multiplied by his or
                  her period of  Service, reduced by 3%  (on a simple basis) for
                  each whole year (and proportionately  for each  complete month
                  in any fractions of a year)  by  which  the Member's age as at
                  the date of  leaving Service  is  less  than  age 55, but such
                  reduction will not in any event exceed 20%.

       (b)  Otherwise, the Trustee must  pay to that Member a benefit calculated
            pursuant to the following formula:

                                    CMCA  X  VF

<PAGE>
                                        - 3-

       where:    CMCA    is the amount then standing to the credit of his or her
                         Compulsory Member Contribution Account; and

                 VF      is the Member's vesting  factor determined by reference
                         to  the  following  table  and  having  regard  to  the
                         Member's  complete  years   of  Membership  as  at  the
                         relevant date:

               COMPLETE YEARS OF MEMBERSHIP         VESTING FACTOR

                        less than 1                       100%
                            1                             110%
                            2                             120%
                            3                             130%
                            4                             140%
                            5                             150%
                            6                             160%
                            7                             170%
                            8                             180%
                            9                             190%
                        10 or more                        200%

       (c)  Notwithstanding rule  2.2(b) above,  a Category 5  Member's  benefit
            under that  sub-rule  will not be greater than 7.5% of the  Member's
            Final Average Salary  multiplied  by  his or her  period of Service,
            reduced  by  3%  (on  a  simple  basis)  for  each  whole  year (and
            proportionately  for each complete month in any fractions of a year)
            by which the  Member's age as at the date of leaving Service is less
            than age 55, but such reduction will not in any event exceed 20%.

2.3    Notwithstanding  rule 2.1  and rule 2.2, a  Category 5  Member's  benefit
       under this  rule 2  will  not  be  less  than  the sum of the amount then
       standing  to  the  credit  of the Member's Compulsory Member Contribution
       Account and the amount  then  standing  to  the  credit  of  the Member's
       Compulsory Employer Contribution Account.

3.     LATE RETIREMENT - CATEGORIES 1, 2, 3, 4, 5 AND 7 MEMBERS

       If a Member,  other  than  a  Category 6 Member, remains in Service after
       that Member's Normal Retirement Date:

       (a)  as at that Member's Normal Retirement Date, the  Trustee must credit
            to that  Member's Voluntary  Contribution  Account  the amount which
            that Member would  have received under either rule 1.1  or  rule 2.1
            had he or she left  Service  on  his  or her Normal Retirement Date;
            and

       (b)  when the Member subsequently leaves Service the Member will only  be
            entitled to receive a benefit in accordance with rule 6.

<PAGE>
                                       - 4 -

4.     DEATH OR DISABLEMENT - CATEGORIES 1, 2, 3, 4, 5 AND 7 MEMBERS

4.1    If a Member, other than a Category 6 Member, dies or becomes Totally  and
       Permanently Disabled while in Service before attaining his  or her Normal
       Retirement Date, the Trustee must, subject to rule 4.2, pay  a  lump  sum
       from the Fund which is equal to the amount which would have  been payable
       by the Trustee to that Member at his or her Normal Retirement Date  under
       rule 1 or rule 2, which amount will be determined assuming that:

       (a)  the Member would  have continued  in Service until his or her Normal
            Retirement Date;

       (b)  the Member's Annual Salary at the date of death or disablement would
            have remained unaltered until his or her Normal Retirement Date; and

       (c)  the Member's  category  of  Membership  at  the  date  of  death  or
            disablement would  have  remained unaltered  until his or her Normal
            Retirement Date.

4.2    If a  Member becomes  entitled to  a benefit  under Rule 4.1, the benefit
       payable  will  be adjusted  in  such  manner  as  the  Trustee  considers
       equitable  having  regard  to  the amount of the insurance granted by the
       relevant Insurer under the Policy and the conditions relating to it.

5.     LEAVING SERVICE BENEFIT - CATEGORY 6 MEMBERS

5.1    If a  Category 6  Member leaves  Service in  any circumstances, he or she
       is entitled to  a lump sum  benefit which is equal to the amount (if any)
       standing to the credit of the Member's Voluntary Contribution Account.

5.2    If a Category 6  Member dies  or becomes Totally and Permanently Disabled
       while in Service before attaining  his or her Normal Retirement Date, the
       Trustee must, in addition to the  benefit payable under  rule 5.1, pay to
       the Member or to his or her personal representatives an additional amount
       which is equal to the amount (if any) which the Trustee  receives under a
       Policy  in  relation  to  the  Member's  death  or  Total  and  Permanent
       Disablement  (except  to  the  extent  that  any  such  amount is already
       reflected in  the amount standing to the credit of the Member's Voluntary
       Contribution Account).

6.     ADDITIONAL BENEFIT - CATEGORIES 1, 2, 3, 4, 5 AND 7 MEMBERS

6.1    Regardless of the circumstance in which a Member, other than  a  Category
       6 Member, leaves Service, in addition to the benefit to which  the Member
       is entitled under these rules, the Trustee must, subject to rule 6.2, pay
       an additional lump  sum  benefit  which  is equal to the amount  (if any)
       standing to the credit of the Member's Voluntary Contribution Account.

6.2    No  benefit  will  be  payable  under  rule  6.1  simply because a Member
       becomes entitled to a benefit under rule  7.

<PAGE>
                                     - 5 -

7.     TEMPORARY DISABLEMENT - CATEGORIES 1, 2, 3, 4, 5 AND 7 MEMBERS

7.1    Subject to rule 7.2  and rule 7.4, if  a  Member, other than a Category 6
       Member, becomes Temporarily Totally Disabled while in  the Service before
       his or her Normal Retirement Date, the Trustee must pay to that Member an
       annual income equal to 75% of the Member's Salary.

7.2    If a Member who would otherwise be entitled  to receive a  benefit  under
       rule 7.1 is also receiving any one or more of:

       (a)  a  benefit under any  statutory provision for workers' compensation;

       (b)  any sick leave payments from his or her Employer; or

       (c)  any   other  similar  compensation  in  relation   to   his  or  her
            disablement,

       the annual income  payable  under  rule 7.1  must be reduced by an amount
       equal to the annual equivalent of the workers' compensation so payable or
       by an amount equal to the other payment or compensation so payable.

7.3    Any annual income payable under this rule 7 will be paid by equal monthly
       instalments  in  arrears,  commencing  on  the first  day  of  the  month
       immediately following  the expiration of the 3 month period after the day
       on which the  Member becomes  so disabled.   The last  monthly instalment
       will be  paid  on the first day of the earliest month during which one of
       the following events occurs:

       (a)  the Member returns to active Service;

       (b)  the Member takes up employment with another employer;

       (c)  the Member ceases to be Temporarily Totally Disabled;

       (d)  the Member ceases to be in Service;

       (e)  the Member dies;

       (f)  the Member reaches his or her Normal Retirement Date; or

       (g)  the Member receives  his or her 24th  monthly instalment under  this
            rule

7.4    Any  benefit  payable  under  this  rule  7 in  relation to  the Member's
       Temporary  Disablement  is  to  be  wholly  funded  by  the proceeds of a
       Policy  providing benefits  in respect of disablement in relation to  the
       Members generally.  Accordingly:

       (a)  notwithstanding rule 7.1,  the Trustee  will not  be required to pay
            any amount to  a  Member under that rule which  exceeds  the  amount
            which the Trustee  receives under  that Policy  in  relation  to the
            Member's disability; and

<PAGE>
                                        - 5 -

       (b)  notwithstanding rule 7.1, if the Trustee is unable to cover a Member
            under that Policy, that  Member  will  not receive  a  benefit under
            that rule.

8.     MINIMUM BENEFIT

       Despite anything to the contrary in  these Rules, when  a  Member  leaves
       Service in any circumstances, the minimum benefit which must be  provided
       to or in respect of that Member will  be the  "minimum requisite benefit"
       as specified in the Benefit Certificate which:

       (a)  relates to the Fund;

       (b)  is or has been prepared for the Fund  by the  Actuary  in accordance
            with the requirements of the SG Act; and

       (c)  is current at the time that the Member leaves Service.

9.     AUGMENTATION

       Subject to the requirements of  Relevant  Law, the Trustee  may  with the
       approval of the Principal Employer and  an Actuary augment from  the Fund
       at any time and from time to time the amount  of any  benefit  payable to
       or in respect of a Member, as long as the  Principal Employer contributes
       to  the  Fund such additional amount as is determined by an Actuary to be
       required to provide such augmented benefit.

<PAGE>

                                 SECOND SCHEDULE


                            ACCRUED BENEFIT MULTIPLES

<TABLE>
<CAPTION>

<S>         <C>  <C>        <C>         <C>  <C>          <C>             <C>  <C>
ANDERSON    RV   0.529      HAYMAN      DC   1.152        NUGENT          TJ    1.256
ARBON       AJ   0.587      HELLWEGE    PR   0.656        ORCHARD         CS    0.167
BAKER       BT   1.152      HENSEL      PR   1.094        PARENTE         EC    0.987
BALSHAW     TW   0.225      HORVAT      I    1.817        PETERS-LIDDANE  VG    0.094
BARNARD     NN   0.075      HOWARD      L      0.5        PRESLEY         J       0.6
BARR        AA   0.896      HULSHOF     F    0.573        RAMSAY          AP     0.02
BAYLIS      SF   0.569      HUMPHRYS    J    0.802        RANDELL         SJ    1.069
BECKER      TG   2.664      JAMES       TWB  1.567        ROBINSON        DJ    1.363
BECKMAN     TJ   2.297      JENNINGS    RA   0.385        RODWELL         B     0.145
BECKWITH    P    0.102      JONES       AT   2.406        ROSS            FM    0.657
BEENHAM     GR   1.737      KASSEBAUM   PG   0.683        ROWE            RJ    0.657
BESWICK     JA   0.667      KENNAR      AJ   0.927        SCAMBLER        G     0.656
BEUTEL      LS    2.25      KENNEDY     AM   0.787        SCAMMELL        MD    1.217
BOYLES      D    0.982      KENNEDY     SR   1.272        SHARP           RB     1.55
BRADLEY     M     0.75      KNUTSON     GR   1.933        SMALLACOMBE     DR    0.094
BRIDESON    CI   0.229      KOERNER     JF   0.656        SMALLACOMBE     KR    1.677
BRUHN       MM   1.902      KRETSCHMER  MJ   0.469        SMITH           RN    0.656
BURNETT     AJ   0.969      KURTZER     LJ   1.492        SMITH           I     0.656
CALOGHIRIS  M     0.87      LAPSLEY     PJ    0.74        SOMERVILLE      CM    0.145
CICCARELLI  J    0.677      LEMON       AL   0.525        SPARROW         SP    0.115
CLARK       TB    0.85      LINDSAY     JP   0.025        SPARROW         RJ    2.477
COCK        A    0.706      LINDSAY     N    0.145        STANDFIELD      RJ    2.679
COOK        PM   0.467      LOVERING    IC   0.969        STARKIE         BJ    0.979
COOK        RS    0.85      LUCK        A    0.438        STELLA          R     0.927
COOMBS      WF   2.121      MACHIN      SPA   0.24        STEVENS         GR    0.656
DAVIES      SJ   1.875      MACLEAN     HA    0.01        SULLIVAN        LM    1.221
DAWSON      PJ   0.527      MADDOCKS    AP   0.717        THIELE          AJ    0.125
DE MAMIEL   BW   1.579      MAIO        A    0.359        TSACONAS        CG    0.225
DEERING     GL   0.956      MARKHAM     TR   1.158        VAN DER HEIDEN  P     0.698
DEMPSEY     CK    0.85      MARLING     RD   1.682        VOGT            IR    0.417
DOUGLASS    P    0.688      MATTHEWS    HT   0.148        VOIGT           MA    1.896
DUNDAS      W    0.657      MAY         RA   1.682        WARR            RJ    0.021
EDMONDS     TR   1.652      MCARTHUR    TJ   0.156        WASLEY          AK    1.549
FALLER      MA   0.614      MCCALLUM    DR   1.402        WHEATLEY        DJ    0.531
FINNIS      DJ   0.448      MILLAR      SB   0.277        WIGGINS         BK    0.198
FRASER      RA   2.209      MONTAGUE    R    0.708        WILDEN          WR    1.406
GIBBONS     B    1.656      MURPHY      K    0.781        WILSON          DM     0.35
GOLDSPINK   KM   0.083      NEWTON      TC   1.254        WOODS           DC    0.867
GUTHRIDGE   GJ   0.975      NOLAN       JB   0.656        WRIGHT          BA    0.146
HARDY       WD   2.704      NORTHEY     J    1.704        YOUNG           WB    2.216
HARPER      JW   0.675      NOTTAGE     TH   1.425
</TABLE>

<PAGE>

                          BRL HARDY SUPERANNUATION FUND

                               AMENDING DEED NO. 5

                                     BETWEEN

                                BRL HARDY LIMITED
                                 ACN 008 273 907

                             ("PRINCIPAL EMPLOYER")

                                       AND

                       BRL HARDY SUPERANNUATION PTY. LTD.
                                 ACN 058 898 767

                                   ("TRUSTEE")

<PAGE>
1
THIS AMENDING DEED is made on 23 December 1999

BETWEEN:  BRL HARDY LIMITED (ACN 008 273 907) of Reynella Road, Reynella,  South
          Australia ("PRINCIPAL EMPLOYER");

AND:      BRL HARDY SUPERANNUATION PTY. LTD.  (ACN 058 898 767)  Reynella  Road,
          Reynella, South Australia ("TRUSTEE").

RECITALS:

A.     By  a Trust Deed dated 1 July 1982 ("TRUST DEED") there was established a
       fund now known as the BRL Hardy Superannuation Fund ("FUND").

B.     The Trust Deed has  been amended  by Deeds  dated  6 June 1990,  31 March
       1993,  8 June 1994 and  7 October 1998  (the Trust Deed as  amended being
       called the "PRINCIPAL DEED").

C.     The Trustee is the present Trustee of the Fund.

D.     Clause 21 of the Principal Deed  provides  that the  Trustee ,  with  the
       written consent of the Principal Employer, may at any time by  deed amend
       the Principal Deed subject to the restrictions contained in that clause.

E.     The Principal Employer and the Trustee desire to  amend the provisions of
       the  Principal Deed  as  set  out  below  and  are  satisfied  that these
       amendments are made in compliance with Clause 21.


OPERATIVE PROVISIONS:

1.     The  Trustee,  with  the  consent  of  the Principal Employer, amends the
       Principal Deed in the following manner:

       (a)  Delete  "Superannuation  Entities  (Taxation)   Act  1987"   in  the
            definition of  "Act" in  clause 1.1  and  substitute "Superannuation
            (Excluded Funds) Taxation Act 1987".

       (b)  Delete "Insurance and Superannuation Commissioner" in the definition
            of   "Commissioner"  in   clause  1.1  and   substitute  "Australian
            Securities and Investments Commission".

       (c)  Insert the following definition immediately before the definition of
            "Deed" in clause 1.1:

            ""CONTRIBUTION PERCENTAGE" means in relation to:

            (a)  a Sub-category 8C Member - 11.5%; or

<PAGE>

                                        2

            (b)  a Sub-category 8D Member - 9%,

            plus  an  additional  1%  in  each  case  if  the  Member is  also a
            Transferred Member.".

       (d)  Insert the following definitions immediately  before the  definition
            of "Insurer" in clause 1.1:

            ""FUTURE  SERVICE  MULTIPLE" means, in  relation  to  a  Category  8
            Member,  the  Member's  Insurance  Percentage  multiplied   by   the
            number of years (including any  fraction   of  a year being complete
            months)  from  the date  of the  Member's death or disablement until
            the date which would have been the  Member's Normal Retirement Date.

            "INSURANCE PERCENTAGE" means in relation to:

            (a)  a Sub-category 8A Member - 20%;

            (b)  a Sub-category 8B Member - 17.5%;

            (c)  a Sub-category 8C Member - 15%; or

            (d)  a Sub-category 8D Member - 12.5%.".

       (e)  Insert the following definition immediately before the definition of
            "Trustee" in clause 1.1:

            ""TRANSFERRED MEMBER" means a Member who has transferred to Category
            8 in accordance with clause 3.3(d).".

       (f)  Insert the following definition immediately before clause 1.2:

            ""VOLUNTARY INSURED AMOUNT"  means,  in  relation  to  a Category  8
            Member, an amount payable in respect of the Member under a Policy in
            relation to  the Member's death or  Total And Permanent Disablement,
            such amount being subject to  agreement between that  Member and the
            Trustee.".

       (g)  Insert "in addition to paragraph (d)," at the  beginning  of  clause
            3.3(b)(i).

       (h)  Delete clause 3.3(c) and substitute the following clauses:

            "(c)  As from:

                  (i)   1 July 1997, there will be  7 categories of  membership;
                        and

                  (ii)  1 July 1999, there  will be  8 categories of  membership
                        (further divided into  4 sub-categories of  membership);
                        and

                  with the  benefits for  each  category  (and sub-category)  of
                  member being as set out in the rules.

             (d)  Any Employee who:

                  (i)   is a Member of a Category other than Category 8:

                        (A)  on 30 September 1999; or

                        (B)  after 30 September 1999  and the Principal Employer
                             approves of this  clause applying  to that  Member;
                             and

                  (ii)  agrees that on  becoming a  Category 8  Member he or she
                        will relinquish his or her rights and  the rights of his
                        or her dependants and legal personal representatives  to
                        receive any benefit under his or her existing  Category;
                        and

                  (iii) authorises  and requests the  transfer to Category 8  of
                        that part of the assets  of the Fund  which the  Trustee
                        determines to be appropriate in all the circumstances,

                  shall be eligible to become a Category 8  Member and  may make
                  written application in such form as the Trustee may require to
                  become a Member from such date as is approved by the Principal
                  Employer and upon acceptance of the aforesaid  application  by
                  the Trustee shall become a Category 8 Member.".

       (i)  Delete "4 or 6" in clause 4.1(a) and substitute "4, 6 or 8".

       (j)  Delete clause 4.2(b) and substitute the following clause:

            "(b)  each Employer must contribute  to the Fund  in  each  year  on
                  behalf of each Category 6 or 8 Member the sum of:

                  (i)   the minimum  amount which  the  Employer  is required to
                        contribute to the Fund on behalf  of the Member in order
                        to avoid  having to  pay the charge  under the SG Act in
                        relation to that Member; and

                  (ii)  in relation  to  a  Sub-category  8C or 8D  Member,  the
                        additional  amount  required   to  increase   the  total
                        contribution of the Employer under this paragraph (b) to
                        an   amount   equal   to   the  Contribution  Percentage
                        multiplied by the Member's Salary,

                  which contribution may be made (in whole or in part) following
                  agreement between the  Principal Employer and  the Trustee  by
                  the application of  an appropriate part of  the surplus of the
                  Fund as determined  having  regard  to  appropriate  actuarial
                  advice.".

2.     The Trustee, with the consent of the Principal Employer, amends the Rules
       of the Fund in the following manner:


       (a)  Delete  "Category  5  or  Category  6"  in  rule 1.1  and substitute
            "Category 5, 6 or 8".

       (b)  Delete  "Category 5  or  Category 6"  in  rule  1.2  and  substitute
            "Category 5, 6 or 8".

       (c)  Delete  "Category 6"  in rule 3  and  substitute "Category 6  or 8".

       (d)  Delete  "Category 6"  in rule 4.1 and substitute "Category 6  or 8".

       (e)  Delete  "CATEGORY 6"  in  the  heading  to   rule 5  and  substitute
            "CATEGORY 6 OR 8".

       (f)  Delete  "Category 6" in rule 5.1  and  substitute "Category 6 or 8".

       (g)  Insert the following rules immediately after rule 5.2:

            "5.3  If a Category 8 Member dies or becomes Totally and Permanently
                  Disabled while in Service before attaining his  or her  Normal
                  Retirement Date, the Trustee must, in addition to the  benefit
                  payable under rule 5.1,  pay to the  Member or  to his  or her
                  personal  representatives  an   additional  amount  which  is,
                  subject to rule 5.4, equal to the sum of:

                  (a)  the Member's Salary at  the date  of death  multiplied by
                       his or her Future Service Multiple; and

                  (b)  any Voluntary Insured Amount.

             5.4  The  benefit payable to a  Transferred Member  under  rule 5.3
                  (including  the benefit payable  under  rule 5.1)  may not  be
                  less than the sum of:

                  (a)  the benefit which  would have been payable had the Member
                       died   or   become   Totally   and  Permanently  Disabled
                       immediately  prior to becoming a Category 8 Member; and

                  (b)  any Voluntary Insured Amount.".

       (h)  Delete "Category 6" in rule 6.1 and substitute "Category 6 or 8".

       (i)  Delete "5 and 7" in the heading to  rule 7 and substitute "5, 7  and
            8".

3.     The alterations made to  the Principal Deed and Rules  governing the Fund
       by this deed take effect on and from 1 July 1999.

EXECUTION:

Executed as a Deed.

THE COMMON SEAL of BRL HARDY             )
LIMITED (ACN 008 273 907) was            )
affixed in accordance with its Articles  )
of Association in the presence of:       )

/s/ John Whelan
--------------------------------- Director


/s/ John Whelan
--------------------------------- Secretary



THE COMMON SEAL of BRL HARDY             )
SUPERANNUATION PTY. LTD.                 )
(ACN 058 898 767) was affixed in         )
accordance with its Articles of          )
Association in the presence of:          )

/s/ (non-readable)
--------------------------------- Director

/s/ John Whelan
--------------------------------- Director/Secretary


<PAGE>


                          BRL HARDY SUPERANNUATION FUND

                               AMENDING DEED NO. 6

                                     BETWEEN

                                BRL HARDY LIMITED
                                 ACN 008 273 907

                             ("PRINCIPAL EMPLOYER")

                                       AND

                       BRL HARDY SUPERANNUATION PTY. LTD.
                                 ACN 058 898 767

                                   ("TRUSTEE")

<PAGE>
1
THIS AMENDING DEED is made on 20th January 2003

BETWEEN:  BRL HARDY LIMITED (ACN 008 273 907) of Reynella Road, Reynella,  South
          Australia ("PRINCIPAL EMPLOYER");

AND:      BRL HARDY SUPERANNUATION PTY. LTD.  (ACN 058 898 767)  Reynella  Road,
          Reynella, South Australia ("TRUSTEE").

RECITALS:

A.     By  a Trust Deed dated 1 July 1982 ("TRUST DEED") there was established a
       fund now known as the BRL Hardy Superannuation Fund ("FUND").

B.     The Trust Deed has  been amended  by Deeds  dated  6 June 1990,  31 March
       1993, 8 June 1994, 7 October 1998 and 23 December 1999 (the Trust Deed as
       amended being called the "PRINCIPAL DEED").

C.     The Trustee is the present Trustee of the Fund.

D.     Clause 21 of the Principal Deed  provides  that the  Trustee ,  with  the
       written consent of the Principal Employer, may at any time by  deed amend
       the Principal Deed subject to the restrictions contained in that clause.

E.     The Principal Employer and the Trustee desire to  amend the provisions of
       the Principal Deed  as  set  out  below  in  order  to  comply  with  the
       requirements imposed on superannuation fund trustees under Part VIIIB  of
       the Family Law Act 1975  and  associated  Relevant Law  and are satisfied
       that these amendments are made in compliance with Clause 21.

OPERATIVE PROVISIONS:

A.     With  effect on and from the date hereof clause 1.1 of the Principal Deed
       is amended  by  adding", Corporations Act 2001  and  Family Law Act 1975"
       immediately  after  "Superannuation Entities (Taxation) Act 1987"  in the
       definition of "Act".

B.     With effect from 28 December 2002, the Deed is amended as follows:

1.     (a)  inserting  into  clause 1.1,  the following  new definitions  in the
            appropriate alphabetical order:

            ""NON-MEMBER SPOUSE" has the meaning given to those words as defined
            under the Family Law Act 1975 and the regulations made thereunder.

            "SUPERANNUATION INTEREST" has the  meaning given  to those  words as
            defined  under the  Family Law Act 1975  and  the  regulations  made
            thereunder.

            "TRANSFERABLE BENEFIT" means transferable benefit  as  that  term is
            defined under the  Superannuation Industry (Supervision) Act and the
            regulations made thereunder."; and

       (b)  Adding "Subject to clause 25.1(b)  a  Non-Member  Spouse  is  not a
            Member for the purposes of the Deed" at the end of the definition of
            "Member".

2.     The following new clause 25 is inserted immediately after clause 24:

       "25.  VARIATION OF BENEFITS PURSUANT TO FAMILY LAW

       25.1  (a)  Subject to paragraph  (b), the Trustee must not  create a  new
                  interest in the Fund for or in respect of a  Non-Member Spouse
                  under this clause 25 or make a  Non-Member Spouse a  Member of
                  the Fund.

             (b)  A Non-Member Spouse to whom this clause 25  applies and who is
                  already a  Member shall continue as a Member for  the purposes
                  of the Deed  other than  in respect  of any  amount determined
                  under this  clause 25  in  respect  of  the  Non-Member Spouse
                  unless otherwise decided by the Trustee pursuant to sub-clause
                  25.2(d)(iv).

       25.2  Notwithstanding  any other provisions of the  Deed, but subject  to
             clause 24, the Trustee is empowered to do or to procure  to be done
             any acts, matters  or things  that are  necessary or  desirable  in
             order to  comply with  the  Relevant Law including (but not limited
             to):

             (a)  providing information  related to  a  Member's  Superannuation
                  Interest in the Fund in accordance with and as required by the
                  Relevant Law.  For the  purpose of  any  information  provided
                  under this  sub-paragraph " accrued benefit multiple" as  that
                  term is defined in the Family Law Act 1975 and the regulations
                  made thereunder shall  be  treated  as  a  reference  to  such
                  multiple as may be derived from the provisions of the Deed and
                  the Rules  used for  the  purpose  of  the  calculation  of  a
                  Member's retirement benefit  but only taking into  account the
                  Member's Fund Membership  (and any other period or periods and
                  past  benefit  multiples  that  are  relevant  to the multiple
                  calculation  in respect of the Member)  under the Deed and the
                  Rules for  the period  up  to  and  including the "appropriate
                  date"   (as   that   term   is   defined  in  the  Family  Law
                  (Superannuation) Regulations 2001)  and  where necessary after
                  obtaining the advice of the Actuary;

             (b)  flagging a  Member's Superannuation Interest or lifting a flag
                  on a  Member's Superannuation Interest or  benefit in the Fund
                  where and as required by the Relevant Law;

             (c)  adjusting or reducing  any  Member's  Superannuation  Interest
                  (including any insured benefit) or any other amount in respect
                  of a Member in the Fund to  take  account  of  any  amount the
                  Trustee considers represents  the amount to which a Non-Member
                  Spouse  is  entitled being calculated  having  regard  to  the
                  requirements  of  the  Relevant Law  and any acts,  matters or
                  things done pursuant to this clause 25 and the Deed; and

             (d)  subject to paragraph (c):

                  (i)   transferring  all of  the  lump  sum  amount  which  the
                        Trustee considers represents the Transferable Benefit in
                        respect of the  Non-Member Spouse  (or such other amount
                        as the Trustee may determine)  to another Superannuation
                        Fund or  other superannuation arrangement  (including an
                        eligible rollover fund)  subject to  and  in  accordance
                        with the requirements of  the Relevant Law  whether with
                        or without the consent of the Non-Member Spouse; or

                  (ii)  paying to  the  Non-Member Spouse  an  amount  which the
                        Trustee considers  represents  the  lump  sum  amount to
                        which the  Non-Member Spouse  is entitled (or such other
                        amount or amounts as the Trustee may  determine) subject
                        to and in accordance with the requirements of the
                        Relevant Law and the Deed; or

                  (iii) if sub-paragraph (iv) does not apply, recording  in  the
                        records  of  the  Fund  the  amount  that   the  Trustee
                        considers represents the amount to which the  Non-Member
                        Spouse is entitled having regard to the  requirements of
                        the Relevant Law and adjusting  or doing any  other act,
                        matter or thing with respect  to that record  until  the
                        Trustee determines to pay or transfer  that amount  from
                        the Fund as  provided under clause 25.2(d)(i) or (d)(ii)
                        above;

                  (iv)  where a  Non-Member Spouse  is  already  a  Member,  the
                        Trustee  may transfer  all of the  lump sum amount which
                        the   Trustee  considers  represents   the  Transferable
                        Benefit  (or  such  other  amount  as  the  Trustee  may
                        determine)  in  respect  of  the Non-Member Spouse to an
                        account held or established in respect of the Non-Member
                        Spouse within the Fund  (or  be  provided  in such other
                        manner as the Trustee determines)and such amount must be
                        maintained and adjusted by the Trustee on  such basis as
                        the  Trustee   determines   (including  allocating   any
                        investment earnings under the Deed and imposing any fees
                        incurred   under  clause   25.2(e)  in  respect  of  the
                        Non-Member Spouse)  until  payment  or transfer from the
                        Fund pursuant to clause 25.2(d)(i) or (d)(ii);

             (e)  imposing any fees,  (including charges, taxes  or other costs)
                  in relation to any acts, matters or things done by the Trustee
                  under  this  clause 25  on  such  terms and  conditions as the
                  Trustee determines (including by  deduction  from any Member's
                  account, interest or benefit in the Fund or from the amount to
                  which a Non-Member Spouse is entitled) subject to the Relevant
                  Law.


       25.3  (a)  Except  where a  Non-Member Spouse  is  already  a  Member,  a
                  Non-Member Spouse is  not a Member or eligible to be a Member.

             (b)  For the purposes of this clause 25 and  any  amount determined
                  under  this  clause  a  Non-Member Spouse  only  has rights to
                  information  and  other rights  as  prescribed by the Relevant
                  Law  and under  this clause 25 and has no other rights, claims
                  or entitlements against  the Fund, the Trustee  (or any person
                  acting on behalf of the Trustee) under the Deed."

<PAGE>

EXECUTION:

Executed as a Deed.

THE COMMON SEAL of BRL HARDY             )
LIMITED (ACN 008 273 907) was            )
affixed in accordance with its Articles  )
of Association in the presence of:       )

/s/ John Whelan
--------------------------------- Director


/s/ John Whelan
--------------------------------- Secretary



THE COMMON SEAL of BRL HARDY             )
SUPERANNUATION PTY. LTD.                 )
(ACN 058 898 767) was affixed in         )
accordance with its Articles of          )
Association in the presence of:          )

/s/ Douglas McCallum
--------------------------------- Director

/s/ John Whelan
--------------------------------- Secretary

<PAGE>

                          BRL HARDY SUPERANNUATION FUND

                               AMENDING DEED NO. 7

                                     BETWEEN

                           HARDY WINE COMPANY LTD.
                                 ACN 008 273 907

                             (the "PRINCIPAL EMPLOYER")

                                       AND

                       BRL HARDY SUPERANNUATION PTY. LTD.
                                 ACN 058 898 767

                                   (the "TRUSTEE")

<PAGE>

THIS AMENDING DEED is made on 9th February 2004

BETWEEN:  HARDY WINE COMPANY LIMITED    (ACN 008 273 907)   of   Reynell   Road,
          Reynella,  South Australia ("PRINCIPAL EMPLOYER");

AND:      BRL HARDY SUPERANNUATION PTY. LTD.  (ACN 058 898 767)  Reynella  Road,
          Reynella, South Australia ("TRUSTEE").

RECITALS:

A.     By  a Trust Deed dated 1 July 1982 ("TRUST DEED") there was established a
       fund now known as the BRL Hardy Superannuation Fund ("FUND").

B.     The Trust Deed has  been amended  by Deeds  dated  6 June 1990,  31 March
       1993, 8 June 1994, 7 October 1998, 23 December 1999  and  20 January 2003
       (the Trust Deed as amended being called the "PRINCIPAL DEED").

C.     The Trustee is the present Trustee of the Fund.

D.     Clause 21 of the Principal Deed  provides  that the  Trustee ,  with  the
       written consent of the Principal Employer, may at any time by  deed amend
       the Principal Deed subject to the restrictions contained in that clause.

E.     The Principal Employer and the Trustee desire to  amend the provisions of
       the  Principal  Deed  as  set  out  below  and  are  satisfied that these
       amendments are made in compliance with Clause 21.

OPERATIVE PROVISIONS:

With  effect on and from the date of this Deed, the Principal Deed is amended by
adding the following new clause 5.3 immediately after clause 5.2:

"5.3   Notwithstanding  any  provision  of  this Deed, but subject always to the
       Relevant Law,  the Trustee  may  transfer  a  Member's  or  beneficiary's
       benefits  (or such greater amount as agreed between the Trustee  and  the
       Principal Employer whether  on an allocated or unallocated basis)  to  an
       Other Fund as  permitted by the Relevant Law (including where the Trustee
       forms the view that the Other Fund to which the transfer is to be made is
       a "successor fund" as that term is defined by the Relevant Law)".

<PAGE>

EXECUTION:

Executed as a Deed.

THE COMMON SEAL of HARDY WINE                )
COMPANY LTD. (ACN 008 273 907) was           )
affixed in accordance with its Constitution  )
in the presence of:                          )

/s/ David Woods
--------------------------------- Director


/s/ John Whelan
--------------------------------- Secretary



THE COMMON SEAL of BRL HARDY                 )
SUPERANNUATION PTY. LTD.                     )
(ACN 058 898 767) was affixed in             )
accordance with its Constitution             )
in the presence of:                          )

/s/ David Woods
--------------------------------- Director

/s/ John Whelan
--------------------------------- Secretary