[902805/MM/M0117657:1]

Date / /2003

Trust Deed auDA Foundation

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Table of Contents

1. DEFINITIONS...............................................................................................................1

2. ESTABLISHMENT .......................................................................................................3

3. PUBLIC FUND..............................................................................................................3

3.1 Foundation to be Public Fund.........................................................................3 3.2 Invitation to Make Gifts ...................................................................................3 3.3 Trustees May Decline Conditional Gifts .........................................................3

4. OBJECTS.....................................................................................................................3

4.1 General Objects ..............................................................................................3 4.2 Specific Objects ..............................................................................................4

5. APPLICATION OF FOUNDATION INCOME..............................................................4

5.1 Trustees to Apply Income...............................................................................4 5.2 Income to be Applied Exclusively for Objects ................................................4 5.3 Costs of Management of Foundation .............................................................4 5.4 Trustee's Discretion regarding Income...........................................................5 5.5 Power to Retain in Original Form ...................................................................5

6. APPOINTMENT AND REMOVAL OF TRUSTEES.....................................................5

6.1 Number of Trustees ........................................................................................5 6.2 Original Trustee...............................................................................................5 6.3 Appointment and Removal of Trustees ..........................................................6 6.4 Public Persons ................................................................................................6 6.5 Composition of Trustees.................................................................................6 6.6 Certificate by Chairperson of Trustees ...........................................................6 6.7 Resignation of a Trustee.................................................................................6 6.8 Vacation of Office of Trustee ..........................................................................6 6.9 Transfer of Investment on Change of Trustees..............................................7

7. MEETINGS AND ACTIONS OF TRUSTEES ..............................................................7

7.1 General............................................................................................................7 7.2 Quorum ...........................................................................................................7 7.3 Act Jointly ........................................................................................................7 7.4 Taking Action ..................................................................................................7 7.5 Minutes etc......................................................................................................8

8. INVESTMENTS.............................................................................................................8

8.1 Authorised Investments ..................................................................................8 8.2 Power to Vary Investment...............................................................................8 8.3 Conflict of Interest...........................................................................................8 8.4 Investment in Land..........................................................................................8 8.5 No Responsibility for Loss ..............................................................................9

9. ENGAGEMENTS..........................................................................................................9

10. PATRON OF THE FOUNDATION...............................................................................9

11. TRUSTEES' REMUNERATION...................................................................................9

11.1 Payment of Trustees' Expenses.....................................................................9 11.2 No Other Payment to Trustees .......................................................................9

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12. ACCOUNTS AND AUDIT.............................................................................................9

12.1 Bank Accounts ................................................................................................9 12.2 Record of Receipts .........................................................................................9 12.3 Accounting Report ..........................................................................................9 12.4 Maintain Accounts.........................................................................................10 12.5 Accounts to be Audited .................................................................................10 12.6 Inspection of Books of Account ....................................................................10 12.7 Assist Auditor ................................................................................................10 12.8 Annual Public Report ....................................................................................10

13. GIFTS RECEIVED BY THE FOUNDATION..............................................................11

13.1 Deposit of All Money.....................................................................................11 13.2 Issue of Receipts ..........................................................................................11

14. CAPITAL VALUE OF THE FOUNDATION ...............................................................11

14.1 Annual Calculation of Capital Value .............................................................11 14.2 Market Value .................................................................................................11

15. TRUSTEES' POWERS, RESPONSIBILITIES AND INDEMNITIES.........................12

15.1 No Liability for Loss.......................................................................................12 15.2 Indemnity.......................................................................................................12 15.3 Not Responsible for Loss..............................................................................12 15.4 No Liability for Future Laws..........................................................................12 15.5 No Liability for Taxes Paid ............................................................................12 15.6 Act on Advice ................................................................................................12 15.7 Fiduciary Capacity ........................................................................................13 15.8 Absolute Discretion .......................................................................................13 15.9 Payment out of Foundation Only ..................................................................13 15.10 No Separate Accounts ..................................................................................13 15.11 Management of Foundation ..........................................................................13

16. ALTERATIONS...........................................................................................................14

16.1 Alteration of Deed .........................................................................................14 16.2 Notify Australian Taxation Office ..................................................................14 16.3 Limited Nature of Amendment......................................................................14

17. TERMINATION...........................................................................................................14

17.1 Termination of Foundation ............................................................................14 17.2 Dealing with Assets of Foundation on Termination......................................14

18. GENERAL ...................................................................................................................15

18.1 Decision of Trustees Conclusive ..................................................................15 18.2 Entire Understanding ....................................................................................15 18.3 Further Assurance ........................................................................................15 18.4 Waiver and Exercise of Rights .....................................................................15

19. NOTICES....................................................................................................................15

19.1 Service of Notice...........................................................................................15 19.2 Particulars for Service...................................................................................16 19.3 Time of Service.............................................................................................16

20. INTERPRETATION....................................................................................................16

20.1 Governing Law and Jurisdiction ...................................................................16 20.2 Persons .........................................................................................................16 20.3 Joint and Several ..........................................................................................16

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20.4 Legislation .....................................................................................................17 20.5 This Document, Clauses and Headings .......................................................17 20.6 Severance.....................................................................................................17 20.7 Counterparts .................................................................................................17 20.8 Number and Gender .....................................................................................17

SCHEDULE...............................................................................................................................19

[902805/MM/M0117657:1]

Trust Deed

DATE / /2003

BETWEEN

GREGORY RICHARD WATSON of 107 Faraday Street, Carlton. Victoria, 3053

(Founder)

AND

auDA FOUNDATION PTY LTD ACN ### of 107 Faraday Street, Carlton, Victoria, 3053

(Original Trustee)

RECITALS

A. The Founder wishes to establish a public charitable trust in Australia to be known as the auDA Foundation, for the Objects set out in this Deed.

B. The Original Trustee has been selected to be the original trustee of the Foundation, on and from the date of this Deed.

C. Other persons, trusts, bodies corporate and other entities wishing to support the Foundation may make gifts to the Foundation and will be invited by the Trustees to do so.

D. The Trustees have agreed to hold the assets of the Foundation for the Objects in accordance with this Deed.

E. The parties enter into this Deed to record their common intentions.

THIS DEED WITNESSES

1. DEFINITIONS

In this Deed unless express or implied to the contrary:

Act means the Income Tax Assessment Act 1997 (as amended).

.au ccTLD means the country code top level domain that is the area of the Internet domain name system administered by Australia, for example, ".au" in the Internet address www.auda.org.au.

auDA means .au Domain Administration Ltd ACN 079 009 340, a not for profit public company limited by guarantee which is the administrator of, and the Australian self-regulatory policy body for, the .au ccTLD and its associated second level domains.

Auditor means the auditor appointed by the Trustee at any time to audit the Foundation.

Authorised Investments means any of the modes of investment which the Trustee is authorised or permitted to invest at any time by the law of the Commonwealth of Australia or any State or Territory of the Commonwealth of Australia without special authorisation.

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Balance Date means 30 June.

Capital Value of the Foundation means the capital value of the Foundation determined under clause 14.

Commencement Date means the date of execution of this Deed.

Commissioner means the Commissioner of Taxation and includes any Deputy Commissioner of Taxation.

Deed means this deed of trust.

Directors means the members of the governing body of a body corporate.

Foundation means the trust constituted under this Deed known as the auDA Foundation including:

(a) the Original Sum;

(b) any further money or property paid to or received by the Trustee as trustee of the Foundation; and

(c) all income and other additions derived or arising from the Original Sum, the money, property, assets or investments specified in paragraphs (a) and (b) of this definition and the proceeds of any realisation of the assets or investments.

Grant means any money, property or benefits applied by the Trustees for the purpose of the Objects.

Insolvency Event means any of the following events:

(a) a Trustee, being an individual, commits an act of bankruptcy;

(b) a Trustee becomes insolvent;

(c) a receiver, receiver and manager, administrator , controller, provisional liquidator or liquidator is appointed to a Trustee or a Trustee enters into a scheme of arrangement with its creditors or is wound up;

(d) a Trustee assigns any of its property for the benefit of creditors or any class of them;

(e) an encumbrance takes any step towards taking possession or takes possession of any assets of a Trustee or exercises any power of sale; or

(f) a distress, attachment or other execution is levied or enforced against a Trustee in excess of $1,000.00.

Objects means the general objects of the Foundation set out in clause 4.1.1 and the specific objects of the Foundation set out in clause 4.2.

Original Sum means the sum of $100.00 which constitutes the Foundation at the Commencement Date, such amount having been paid into the Foundation by the Founder on or before the Commencement Date.

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Public Person means any person acceptable to the Australian Taxation Office who, because of their tenure of some public office or their position in the community, has a degree of responsibility to the community as a whole.

Supplemental Deed means a deed altering the trusts, powers and provisions of this Trust Deed under clause 16.

Trust Bank Account means any number of bank accounts opened in the name of the Foundation for any purpose in respect of the Foundation.

Trustees means all the trustees of the Foundation at any time including the Original Trustee and any trustees added or substituted in accordance with this Deed.

2. ESTABLISHMENT

The Trustees declare that they hold the assets of the Foundation at all times on trust for the purposes of furthering the Objects, subject to the powers and provisions contained in this Deed.

3. PUBLIC FUND

3.1 Foundation to be Public Fund

The Trustees must ensure that the Foundation is a public fund for the purposes of the Act.

3.2 Invitation to Make Gifts

The Trustees must invite persons, firms, trusts, bodies corporate and other entities of all kinds and the public generally, to make gifts or contributions to the Foundation.

3.3 Trustees May Decline Conditional Gifts

The Trustees may, in their absolute discretion, decline to accept any gift, contribution or bequest where there are conditions attached to that gift, contribution or bequest which are in the opinion of the Trustees inconsistent with the Objects or otherwise for any reason inappropriate or undesirable.

4. OBJECTS

4.1 General Objects

4.1.1 Subject to clause 4.1.2, the general objects of the Foundation are to provide money, property or benefits exclusively to promote and encourage education and research activities that will enhance the utility of the Internet for the benefit of the Australian community, including:

4.1.1.1 the provision of open scholarships and prize funds to encourage and reward academic and applied excellence;

4.1.1.2 the funding of pure and applied research including academic positions and the publication of results for the benefit of the Australian community;

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4.1.1.3 the funding of community demonstration projects and the publication of results for the benefit of the Australian community; and

4.1.1.4 the funding of public education and awareness initiatives through all relevant mediums and institutions.

4.1.2 If the Foundation is entitled to received gifts which are deductible by the donor under Division 30 of the Act, the provision of property, money or benefits for the general objects set out in clause 4.1.1 must not breach of the requirements of such entitlement.

4.2 Specific Objects

Without limiting the general objects set out under clause 4.1.1, the specific objects of the Foundation are:

4.2.1 to attract and retain for the Foundation the continuing interest and financial support of members of the public;

4.2.2 to solicit donations, gifts, bequests and other forms of financial assistance to or for the Objects;

4.2.3 to widen knowledge and understanding of the Foundation, its activities, needs and objectives among the public;

4.2.4 to raise money from the public and establish and administer trusts and funds for the purpose of attaining the Objects or any of them; and

4.2.5 to do all things as are incidental or conducive to the attainment of the Objects or any of them or to the preservation, development and improvement of the standards, facilitie s and well being of the Foundation.

5. APPLICATION OF FOUNDATION INCOME

5.1 Trustees to Apply Income

The Trustees may, to the exclusion of any other persons, apply any income of the Foundation.

5.2 Income to be Applied Exclusively for Objects

The Trustees must apply all income of the Foundation exclusively for:

5.2.1 the purpose of the Objects; and

5.2.2 the payment of any costs and expenses in respect of the management of the Foundation or the execution of any of the trusts or powers of this Deed.

5.3 Costs of Management of Foundation

The Trustees must pay all costs and expenses in respect of the management of the Foundation or the execution of any of the trusts or powers of this Deed.

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5.4 Trustee's Discretion regarding Income

The Trustees may in their absolute discretion:

5.4.1 elect whether to pay or apply any income of the Foundation in the year of its receipt;

5.4.2 pay or apply any income at any time;

5.4.3 hold and carry forward income for subsequent payment or application; or

5.4.4 add income to the capital of the Foundation.

5.5 Power to Retain in Original Form

The Trustees may:

5.5.1 retain any gift or part of a gift in its original form without selling or converting the gifts into money; and

5.5.2 in their absolute discretion at any time sell, exchange, realise, call in, convert or otherwise deal with any real or personal property comprising or forming part of the Foundation in any manner as if the Trustee held the property on trust for sale.

6. APPOINTMENT AND REMOVAL OF TRUSTEES

6.1 Number of Trustees

6.1.1 The Trustees must be:

6.1.1.1 a body corporate whose board of Directors is compr ised of a majority of Public Persons; or

6.1.1.2 natural persons not less than three and not more than seven in number, the majority of whom are Public Persons.

6.1.2 If at any time the requirement in clause 6.1.1 is not met, the Trustees must not exercise any discretion or power until the requirement is met except:

6.1.2.1 for the purpose of exercising a power to appoint a new Trustee; or

6.1.2.2 to protect the Foundation in the case of emergency.

6.2 Original Trustee

The Original Trustee, which has been selected by the Founder to be the original trustee of the Foundation, will be the first Trustee of the Foundation until it retires, is removed, vacates office or retires.

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6.3 Appointment and Removal of Trustees

Subject to clauses 6.4 and 6.5, the Trustees may:

6.3.1 appoint a new Trustee in addition to the Trustees at any time;

6.3.2 remove any Trustee; and

6.3.3 appoint any person as a Trustee in place of any Trustee who dies or is removed under clause 6.3.2, or otherwise ceases to be a Trustee.

6.4 Public Persons

The majority of Trustees must be Public Persons.

6.5 Composition of Trustees

The Trustees must obtain the prior written approval of auDA before appointing any person as a Trustee.

6.6 Certificate by Chairperson of Trustees

A certificate signed by the chairperson of Trustees, or if the Trustee is a body corporate, by the secretary of the body corporate that the person named in the certificate has been appointed a Trustee or removed as a Trustee is conclusive evidence that the person has been properly appointed or removed.

6.7 Resignation of a Trustee

6.7.1 A Trustee being a body corporate may resign from office at any time provided that at the same time it appoints replacement Trustees.

6.7.2 A Trustee who is a natural person may resign from office at any time by giving notice in writing to the other Trustees, provided that if the number of Trustees falls below three, the Trustee wishing to resign may not resign until a new Trustee has been appointed as a replacement.

6.8 Vacation of Office of Trustee

A Trustee will be deemed to have vacated office:

6.8.1 if being a natural person:

6.8.1.1 the Trustee resides permanently outside Australia;

6.8.1.2 if the Trustee refuses to act or becomes permanently incapable of acting because of chronic illness or mental infirmity or dies;

6.8.1.3 if the Trustee suffers an Insolvency Event; or

6.8.1.4 the Trustee does not attend two consecutive meetings of Trustees, without the consent of the majority of other Trustees;

6.8.2 if being a body corporate, the Trustee suffers an Insolvency Event.

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6.9 Transfer of Investment on Change of Trustees

On a change of Trustees, the retiring Trustee must execute all transfers, deeds or other documents necessary to transfer investments or money into the name of the new Trustee or Trustees.

7. MEETINGS AND ACTIONS OF TRUSTEES

7.1 General

The Trustees may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit, provided however that:

7.1.1 they must meet at least four times every year; and

7.1.2 a chairperson elected annually by:

7.1.2.1 the board of Directors if the Trustee is a body corporate; or

7.1.2.2 the Trustees if they are comprised of natural persons,

must chair any meeting of Trustees. An alternate chairperson can be elected for any particular meeting of Trustees if the elected chairperson is unable to attend the meeting or is otherwise absent.

7.2 Quorum

A quorum for the purpose of any meeting of Trustees will be:

7.2.1 if the Trustee is a body corporate, a majority of the board of Directors; and

7.2.2 if the Trustees are natural persons, a majority of Trustees.

7.3 Act Jointly

7.3.1 The Trustees must act jointly if they are more than one person.

7.3.2 The Trustees may in writing delegate the exercise of all or any of the powers or discretions contained in this Deed on the Trustee (including, without limitation, a delegation to any committee appointed by the Trustees, or to any member of the public co-opted by the Trustees to assist the Trustees in performing their duties under the Deed) and execute any Power of Attorney or other instrument necessary to effectuate such purpose.

7.4 Taking Action

Except as provided otherwise, any exercise by the Trustees of any power, discretion or authority conferred on the Trustees by this Deed may be made:

7.4.1 if the Trustee is a body corporate:

7.4.1.1 in writing signed by all the Directors for the time being who are in the Commonwealth of Australia (not being less than the quorum for a meeting) and such resolution may consist

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as several documents in like form, each signed by one or more of the Directors; or

7.4.1.2 by a resolution duly passed by a majority of the Directors at a meeting of Directors; and

7.4.2 if the Trustees are natural persons:

7.4.2.1 in writing signed by all the Trustees for the time being who are in the Commonwealth of Australia (not being less than the quorum for a meeting) and such resolution may consist as several documents in like form, each signed by one or more of the Trustees; or

7.4.2.2 by a resolution duly passed by a majority of the Trustees at a meeting of Trustees.

7.5 Minutes etc.

The Trustees must cause proper minutes of all resolutions and meetings to be kept and entered into a book for those purposes. Any minutes purporting to be signed by the chairperson of any meeting will be considered to be prima facie evidence of the matters stated in such minutes.

8. INVESTMENTS

8.1 Authorised Investments

The Trustees must ensure that all investments of the Foundation are confined at all times to any investments which constitute Authorised Investments.

8.2 Power to Vary Investment

The Trustees may sell, vary or transpose its investments or securities at any time.

8.3 Conflict of Interest

No part of the capital or income of the Foundation may be lent to a Trustee or lent to or deposited with any private company in which a Trustee owns a substantial portion of the capital, or in any manner if any Trustee may directly or indirectly derive pecuniary benefit other than as a shareholder, director or employee in a corporation listed on a recognised stock exchange or in a subsidiary of the corporation.

8.4 Investment in Land

If any part of the assets of the Foundation comprise land, then the Trustees may manage, use, let, build, develop, improve, repair, demolish, maintain, insure, make allowances and arrangements with tenants, subdivide (and do all things they consider desirable) grant or acquire easements or other rights and generally deal with or join in dealing with any of the property at its absolute discretion as if beneficially entitled to it.

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8.5 No Responsibility for Loss

The Trustees are not responsible for any loss suffered by the Foundation as a result of the exercise of the Trustees' powers under clause 8.4.

9. ENGAGEMENTS

For the purposes of carrying out all or any of the trusts and powers contained in this Deed, the Trustees may hire, engage or employ the services of professionally qualified persons and specialists (including stock brokers, bankers, accountants, solicitors, architects and surveyors) and managers, secretaries, clerks or any other persons who are appropriate in the opinion of the Trustees and may remunerate them out of the capital or income of the Foundation.

10. PATRON OF THE FOUNDATION

The Trustees may appoint a patron of the Foundation at any time for the purposes of furthering the Objects, subject to any terms and conditions they determine.

11. TRUSTEES' REMUNERATION

11.1 Payment of Trustees' Expenses

Without affecting any other rights and obligations conferred on the Trustees under this Deed, the Trustees may pay to the Trustees out of the capital or income of the Foundation all out-of-pocket expenses incurred by the Trustees in respect of any matters arising from this Deed including, but not limited to, interest on any credit accommodation provided by the Trustee for the Foundation.

11.2 No Other Payment to Trustees

The Trustees are not entitled to any remuneration for acting as trustee, except for the reimbursement specified in clause 11.1.

12. ACCOUNTS AND AUDIT

12.1 Bank Accounts

The Trustees must ensure that a Foundation Bank Account is opened and operated with a reputable bank in Australia at all times from the Commencement Date.

12.2 Record of Receipts

The Trustee must keep complete and accurate records of all receipts on account of the Foundation.

12.3 Accounting Report

Promptly after the close of each accounting period, the Trustees must prepare a written accounting report (prepared in accordance with the accounting practices and standards generally accepted in Australia) for that accounting period consisting of:

12.3.1 a balance sheet and statement of income and expenditure; and

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12.3.2 a list of assets and liabilities at the close of that accounting period.

12.4 Maintain Accounts

The Trustees must ensure that accounts are kept as the Trustee think fit showing all receipts, payments, assets and liabilities of the Foundation and all other matters necessary for showing the financial position of the Foundation.

12.5 Accounts to be Audited

The Trustee must at the expense of the Foundation ensure that the accounts of the Foundation are to be audited annually by the Auditor.

12.6 Inspection of Books of Account

The respective books of account must be:

12.6.1 kept at the office of the Trustees or at such other place in Australia as the Trustees agree at any time; and

12.6.2 open to the inspection of the Trustees and the Auditor of the Foundation.

12.7 Assist Auditor

The Trustees must provide on request by the Auditor, information, accounts, and explanations as may be necessary for the performance of any duty of the Auditor of the Foundation.

12.8 Annual Public Report

The Trustees must prepare and make available to the public within four months of the end of the Foundation's financial year a report containing the following information:

12.8.1 audited financial statements year comprising:

12.8.1.1 a statement of income and expenditure for the year;

12.8.1.2 a balance sheet as at the end of the year; and

12.8.1.3 a list of assets and liabilities as at the end of the year;

and

12.8.2 a Trustees' report compris ing:

12.8.2.1 a review of the Foundation's operations and principal activities for the year;

12.8.2.2 details of the application of the Foundation's income to further the Objects for the year, including the name of each recipient of a Grant and the amount and purpose of such Grant; and

12.8.2.3 details of any reports published during the year by the Foundation or by any person arising out of a Grant.

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13. GIFTS RECEIVED BY THE FOUNDATION

13.1 Deposit of All Money

13.1.1 Subject to clause 13.1.2, the Trustees must ensure that all money belonging to the Foundation received by the Trustees or any other person is deposited (together with any accrued interests) as soon as practicable within 30 days from the date of receiving the money, into the Foundation Bank Account.

13.1.2 The Trustees must only accept and deposit into the Foundation Bank Account any money or property which is a gift to the Foundation for the Objects, or which is received by the Trustee because of such a gift including, without limitation, interest received on any monies invested by the Foundation.

13.2 Issue of Receipts

The Trustees must ensure that if any person makes any gifts or contributions to the Foundation and the Foundation is entitled to receive gifts which are deductible by the donor under Division 30 of the Act, a receipt in the name of the Foundation must be issued to that person in accordance with the requirements of Subdivision 30-CA of the Act.

14. CAPITAL VALUE OF THE FOUNDATION

14.1 Annual Calculation of Capital Value

The Trustees will calculate the Capital Value of the Foundation annually on the Balance Date each year during the continuance of the Foundation.

14.2 Market Value

The Capital Value of the Foundation will be the net market value of the investments calculated as follows.

14.2.1 The market value of all investments made by the other assets owned by the Foundation as at the Balance Date each year (Market Value ).

14.2.2 The following must then be added to the Market Value:

14.2.2.1 all distributions or dividends received in respect of investments made;

14.2.2.2 all interest received by the Balance Date; and

14.2.2.3 all other income earned received or appropriated as at the Balance date.

14.2.3 The following must then be deducted from the Market Value after the additions in clause 14.2.2:

14.2.3.1 any money borrowed for the purposes of the Foundation and not yet repaid including any interest; and

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14.2.3.2 such amounts as the Trustees think necessary or desirable to provide for all outgoings and liabilities accrued or contingent.

15. TRUSTEES' POWERS, RESPONSIBILITIES AND INDEMNITIES

15.1 No Liability for Loss

The Trustees will not be liable for any loss which may be sustained by the Foundation unless that loss is caused by the Trustees' own deceit, neglect or default.

15.2 Indemnity

The Trustees must be indemnified out of the Foundation from and against any expense and liability that may be incurred in prosecuting or defending any action or suit in respect of the provisions of the Deed except to the extent that any such expense or liability is attributable to the Trustees' own deceit, neglect or default.

15.3 Not Responsible for Loss

The Trustees are not responsible for any loss incurred as a result of any act, deceit, neglect, mistake or default except to the extent that the loss is attributable to the Trustees' own deceit, neglect or default.

15.4 No Liability for Future Laws

The Trustees will not incur any liability to anyone in respect of doing or performing or failing to do or perform any act or thing which, by reason of any provision of any present or future law of any place or of any decree, order or judgement of any court of competent jurisdiction the Trustees are required to do or perform or are hindered, prevented or forbidden from doing or performing.

15.5 No Liability for Taxes Paid

The Trustees will not be liable to account to anyone for any payments made by the Trustees in good faith to any duly empowered fiscal authority for taxes, imposts or other charges made upon or in respect of the Foundation or with respect to any transaction under this Deed notwithstanding that any such payment ought or need not have been made, except to the extent that such payment may be attributable to the Trustees' own neglect or default.

15.6 Act on Advice

The Trustees may act upon the opinion or advice obtained from barristers or solicitors of the Trustees and instructed by the Trustees and upon any advice obtained from any bankers, accountants, stock brokers, valuers or other persons consulted by the Trustees and being an expert in relation to the matters upon which they are consulted, and the Trustees are not liable for any loss arising from anything done or suffered by it in good faith in reliance upon any such opinion or advice except to the extent that such loss may be attributable to the Trustees' own neglect or default.

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15.7 Fiduciary Capacity

The powers given to the Trustees are exercisable by them only in a fiduciary capacity in furtherance of the public charitable purposes of the Foundation as set out in the Deed and not otherwise.

15.8 Absolute Discretion

The Trustees, as regards all the trusts, powers authorities and discretions vested in them by this Deed have absolute and uncontrolled discretion as to the exercise of them, whether in relation to the manner or as to the mode of and time for the exercise of them, except as expressly provided in this Deed.

15.9 Payment out of Foundation Only

In no event will the Trustees be bound to make any payment to persons entitled under this Deed except out of the Foundation or be liable to persons entitled under this Deed to any greater extent than the assets cash and other property vested in or received by the Trustees in accordance with this Deed, except in the case of fraud or of dishonesty or unless the Trustees fail to show the degree of care and diligence required of a trustee having regard to the powers, authorities and discretions conferred on the Trustees by this Deed.

15.10 No Separate Accounts

The Trustees are not bound to make any apportionment of or keep separate accounts in respect of the Foundation and the Trustees must hold the whole of the Foundation for the time being as one Foundation on the trusts contained in this Deed.

15.11 Management of Foundation

The Trustees will manage the Foundation and in addition to and without limiting the Trustees' powers previously specified in this Deed, the Trustees have the following powers:

15.11.1 generally to manage the real and personal property of the Foundation;

15.11.2 to open and operate such bank and other accounts as the Trustees thinks fit;

15.11.3 to vary, alter, transpose or reinvest any of the investments authorised under this Deed;

15.11.4 to institute and defend proceedings at law to proceed to the final end and determination of such proceedings or compromise such proceedings;

15.11.5 to compromise and settle all matters arising in relation to the Foundation or the trusts of this Deed;

15.11.6 to permit any asset of the Foundation to be held or registered in the name of any nominee of the Trustees and to deposit securities belonging to or related to the Foundation with any bank or solicitor;

15.11.7 to determine in their absolute discretion that any deduction or rebate available to the Trustees for the purpose of income or capital taxes may

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be treated as an amount received or derived or an expense incurred by the Foundation even if for the purposes of trust law no amount would have been received or derived nor expense incurred;

15.11.8 to determine in their absolute discretion whether a particular amount received or derived or expense incurred (including an amount deemed to have been received or derived or an expense deemed to have been incurred pursuant to clause 15.11.7 by the Trustees), should be allocated to corpus or income having regard to the way such amount received or derived or expense incurred may be treated for the purpose of income or capital taxes (if any) payable by the Trustees even if such amounts may for the purposes of trust law be of an income or capital nature;

15.11.9 to raise and borrow money either with or without security or secured by mortgage or charge over all or any part of the Foundation; and

15.11.10 generally to do all such other lawful acts and things as are incidental or conducive to the Objects.

16. ALTERATIONS

16.1 Alteration of Deed

Subject to clause 16.3, the Trustees may at any time by Supplemental Deed alter, amend, vary, replace or add to any of the provisions of this Deed.

16.2 Notify Australian Taxation Office

The Trustees must notify the Australian Taxation Office of any alterations made under clause 16.1.

16.3 Limited Nature of Amendment

Any alteration, amendment variation replacement or addition to this Deed under clause 16.1 must not allow the expenditure of any funds which are part of the assets of the Foundation for any purpose other than for the carrying out of the Objects, or free the Trustees from the limitations imposed by clauses 3, 6.1, 6.4, 6.5, 6.7, 7, 8.1 and 12.8.

17. TERMINATION

17.1 Termination of Foundation

If the Trustees determine that the Foundation has become impracticable or that it is inexpedient to carry on the Foundation or that this Deed has failed to accomplish its intention and purposes, the Trustees may by resolution determine the Foundation on and from the termination date specified in such resolution.

17.2 Dealing with Assets of Foundation on Termination

On the determination of the Foundation, all the assets of the Foundation:

17.2.1 must be applied to satisfy any debts and liabilities of the Foundation; and

17.2.2 must be given or transferred to some other fund, authority, or institution:

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17.2.2.1 selected by the Trustees; and

17.2.2.2 which has objects similar to the Objects; and

17.2.2.3 if the Foundation is entitled to receive gifts which are deductible by the donor under Division 30 of the Act, which is also entitled to receive such gifts.

18. GENERAL

18.1 Decision of Trustees Conclusive

If any questions arise to the construction or meaning of this Deed, the decision of the Trustees on that question will be conclusive and binding.

18.2 Entire Understanding

This Deed contains the entire understanding as to the subject matter contained in it. All previous agreements, representations, warranties, explanations and commitments, expressed or implied, affecting this subject matter are superseded by this Deed and have no effect.

18.3 Further Assurance

Each party must promptly execute and deliver all documents and take all other action necessary or desirable to effect, perfect or complete the transactions contemplated by this Deed.

18.4 Waiver and Exercise of Rights

18.4.1 A single or partial exercise or waiver of a right relating to this Deed does not prevent any other exercise of that right or the exercise of any other right.

18.4.2 No party will be liable for any loss or expenses incurred by another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

19. NOTICES

19.1 Service of Notice

A notice or other communication required or permitted, under this Deed, to be served on a person must be in writing and may be served:

19.1.1 personally on the person;

19.1.2 by leaving it at the person's current address for service;

19.1.3 by posting it by prepaid post addressed to that person at the person's current address for service; or

19.1.4 by facsimile to the person's current number for service.

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19.2 Particulars for Service

19.2.1 The particulars for service of the Founder and the Trustees are specified in the Schedule.

19.2.2 Any party may change the address or facsimile number for service by giving notice to the other parties.

19.3 Time of Service

A notice or other communication is deemed served:

19.3.1 if served personally or left at the person's address, upon service;

19.3.2 if posted within Australia to an Australian address, three Business Days after posting and in any other case, seven Business Days after posting;

19.3.3 if served by facsimile, subject to the next sub-clause, at the time indicated on the transmission report produced by the sender's facsimile machine indicating that the facsimile was sent in its entirety to the addressee's facsimile; and

19.3.4 if received after 6 pm in the place of receipt or on a day which is not a Business Day, at 9 am on the next Business Day.

20. INTERPRETATION

20.1 Governing Law and Jurisdiction

This Deed is governed by and is to be construed in accordance with the laws of Victoria. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria and waives any right to object to proceedings being brought in those courts.

20.2 Persons

In this Deed, a reference to:

20.2.1 a person includes a firm, partnership, joint venture, association, corporation or other corporate body;

20.2.2 a person includes the legal personal representatives, successors and permitted assigns of that person; and

20.2.3 any body which no longer exists or has been reconstituted, renamed, replaced or whose powers or functions have been removed or transferred to another body or agency, is a reference to the body which most closely serves the purposes or objects of the first-mentioned body.

20.3 Joint and Several

If a party consists of more than one person, this Deed binds them jointly and each of them severally.

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20.4 Legislation

In this Deed, a reference to a statute includes regulations under it and consolidations, amendments, re-enactments or replacements of any of them.

20.5 This Document, Clauses and Headings

In this Deed:

20.5.1 a reference to this or other document includes the document as varied or replaced regardless of any change in the identity of the parties;

20.5.2 a reference to a clause, schedule or appendix is a reference to a clause, schedule or appendix in or to this Deed;

20.5.3 a reference to writing includes all modes of representing or reproducing words in a legible, permanent and visible form; and

20.5.4 headings and sub-headings are inserted for ease of reference only and do not affect the interpretation of this Deed.

20.6 Severance

20.6.1 If a provision in this Deed is held to be illegal, invalid, void, voidable or unenforceable, that provision must be read down to the extent necessary to ensure that it is not illegal, invalid, void, voidable or unenforceable.

20.6.2 If it is not possible to read down a provision as required in this clause, that provision is severable without affecting the validity or enforceability of the remaining part of that provision or the other provisions in this Deed.

20.7 Counterparts

This Deed may be executed in any number of counterparts all of which taken together constitute one instrument.

20.8 Number and Gender

In this Deed, a reference to:

20.8.1 the singular includes the plural and vice versa; and

20.8.2 a gender includes the other genders.

EXECUTED by the Founder and the Original Trustee on the Commencement Date.

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SIGNED SEALED AND DELIVERED by GREGORY RICHARD WATSON in the presence of:

) ) ) )

........................................................................... Witness Signature ........................................................................... Witness Name SIGNED SEALED AND DELIVERED by auDA FOUNDATION TRUSTEE COMPANY PTY LTD ACN ### in accordance with the Corporations Act 2001:

) ) ) )

........................................................................... Director ........................................................................... Director/Company Secretary

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Schedule

PARTICULARS OF SERVICE

Name: Gregory Richard Watson Facsimile No: 9781 1998 Address: 107 Faraday Street, Carlton, Victoria, 3053 Name: auDA Foundation Pty Ltd Fax: 03 9349 5711 Address: 107 Faraday Street, Carlton, Victoria, 3053