0006 - draft - trust deed

Red Soil Holdings Trust

THIS DEED is made on the date and between the parties described in Schedule "A" and is given

the name as described in Schedule “B”.

BACKGROUND

(A) It is intended by this Deed that the Trustee will accept the monies paid by the unit holders

who have signed this Deed which are to be invested under this Deed and the Trustee may

from time to time accept further funds or otherwise for investment under this Deed.

(B) The Trustee agrees to hold the assets of the trust upon the trusts and subject to the terms and

conditions of this Deed.

1. DEFINITIONS

Unless the contrary intention appears or the context otherwise requires in this Deed and in

any instrument agreement or other document made entered or executed or issued under it,

the terms and expressions set out in Schedule “B” have the meanings described in that

Schedule.

2. INITIAL UNITS

(a) The Trustee intends on or after execution of this Deed to accept from the other

parties who have executed this Deed such sums of money as are set out opposite

their names on the page they have signed and the beneficial interest in the Trust Fund

is to be divided into units of $5000.00 each and those parties are deemed to be the

holders of their respective units and the Trustee may issue to each of those parties

who have paid the sum stated opposite their names, certificates in the form annexed

or similar form.

(b) The Trustee may accept further cash from time to time before the Commencement

Date to be held on the Trusts of this Deed and if any addition is made to the Trust

Fund under the provisions of this sub-clause an additional number of units of $5000.00

each will ipso facto be created equal to the amount of cash so paid.

© Each payment under clause 2 (b) must be accompanied by an application for the

number of units which will be created on payment and the applicant will be entered on

the register as the holder of the units created pursuant to clause 2 (b). All applications

made are to be in the form set out in the First Schedule to this Deed or similar form.

(d) When in the opinion of the Trustee sufficient funds have been received for the

purposes of the Trust the Trustee may so inform the unit holders and after such date

no further units may be created except pursuant to and in conformity with the

provisions of this Deed.

ISSUE OF FURTHER UNITS

3.(a) If at any time and from time to time in the opinion of the Trustee it is expedient to do

so the Trustee may determine the amount of further moneys to be raised for the

purposes of this Trust ("the Additional Sum") and the following provisions have

effect;

1(i) the net value of the Trust Fund (excluding the Additional Sum) as determined by

the Trustee in accordance with Australian accounting principles is to be

ascertained;

(ii) the net value of the Trust Fund determined in accordance with clause (i) of this sub-

clause is to be divided by the number of units in issue and the quotient adjusted to

the nearest cent is the value of a unit in the Trust Fund ("New Unit Price").

(iii) the Additional Sum is to be divided by the New Unit Price and the resulting figure

adjusted to the nearest whole number is the number of additional units ("New

Units") which may be offered for subscription at the New Unit Price in accordance

with the next sub-clause of this clause.

(b) (i) New Units must (unless the holders of not less than 75% of the units issued for the

time being at a meeting of the unit holders duly called otherwise decide) be offered

by the Trustee firstly for subscription at the New Unit Price to all the unit holders in

proportion as nearly as may be to their then existing holdings of units.

(ii) That offer will be made by notice to each unit holder specifying the number of

New Units offered to that unit holder and the New Unit Price and shall carry the

right to accept the offer in respect of any smaller number of units so offered and

the New Unit Price shall carry the right to accept the offer in respect of any smaller

number of units and shall limit the time (not being less than 30 days unless the

offeree consents in writing to shorter period) within which the offer if not accepted

shall be deemed to be declined.

(iii) Any units declined or not accepted by any unit holder within such time must be

offered in the same manner and in the said proportion to those unit holders who

have accepted and thereafter units not accepted must be so offered to unit holders

until finally it appears to the Trustee that no unit holder is willing to accept any

further units. Any units so offered and which it appears to the Trustee no unit

holder is willing to subscribe for may be disposed of as the Trustee thinks fit.

TRUST

4. The Trustee holds the Trust Fund in trust for the unit holders upon the terms and subject to

the provisions of this Deed.

AUTHORISED INVESTMENTS

5.1 (a) After the Commencement Date the Trust Fund held and received by the Trustee shall

be invested by the Trustee within a reasonable time in any investment in which a

Trustee may invest and any Authorised Investments (see Schedule “B”) chosen by the

Trustee provided that any cash in the hands of the Trustee at any time may be retained

for such purposes connected with the management, improvement and development or

other purposes of any land, buildings, plant machinery, business and equipment or

otherwise being Authorised Investments which have been acquired as the Trustee may

determine.

(b) Any Authorised Investments may at any time be sold by the Trustee and in this case

(except where the sale has been made for the purpose of winding up the Trust) the

proceeds of such sale are to be re-invested as soon as convenient by the Trustee in the

acquisition of Authorised Investments.

5.2 BORROWING

The Trustee must not borrow with or without security for any purpose.

NO PRINCIPAL/AGENT RELATIONSHIP

6. Nothing in this Deed shall be construed so as to constitute the relationship of principal and

agent between the unit holders and the Trustee, the relationship of partners between the unit

holders and the Trustee or the unit holders inter se nor any contractual relationship between

the unit holders inter se.

TRUSTEE

7.1 The Trustee must manage the Trust Fund and any business for the time being carried on by

the Trustee pursuant to the Trust Deed and without limitation the Trustee agrees to:

Management

(a) use its best endeavours to ensure that the management of the Trust Fund is carried on

and conducted in a proper and efficient manner;

Insurance

(b) ensure that adequate fire, storm and tempest, burglary, public risk and workers

compensation and other insurance is maintained (or adequate monies are set aside for such purposes)

with respect to all properties of the Trust Fund as the Trustee considers appropriate;

Deposits

© deposit all receipts from the management, development and operation of the Trust Fund

into a separate account and pay all current expenses and outgoings with respect to the

Trust Fund and provide such reserves for future and contingent liabilities as it considers

necessary;

Accounts

(d) (i) keep or cause to be kept proper books of account of all sums of money received

and expended by or on behalf of the Trust Fund and the matters in respect of which

such receipt and expenditure takes place and of all sales and purchases of

investments and of the assets and liabilities of the Trust Fund;

(ii) without limitation must keep or cause to be kept such accounting and other

records in respect of any business for the time being carried on by the Trustee

pursuant to the provisions of this Deed, as will sufficiently explain the transactions

and financial position of the said business and enable true and fair profit and loss

accounts and balance sheets and any other accounts from time to time required to

be prepared in respect of the said business and cause those records to be kept in

such manner as to enable them to be audited;

Balance Sheet

(e) As soon as practicable after 30th June (or such other accounting date as may be

determined by the Trustee) in each year prepare or cause to be prepared a profit and loss

account showing the calculation of the income of the Trust Fund for the period to 30th

June or other accounting date (as the case may be) and a balance sheet as at the date to

which the profit and loss account is made up.

Trustee May Employ Agents

7.2 (a) The Trustee may instead of acting personally engage, employ and pay a Solicitor,

accountant, broker, agent, merchant or any other person to transact any business or do

any act required to be done in connection with the Trust Fund including the receipt

and payment of money and is entitled to be allowed and be paid all charges and

expenses so incurred and is not responsible for the default of any such person engaged

or employed or for any loss occasioned thereby.

Professional Fees

(b) A Trustee being a solicitor, accountant, broker, agent, merchant or other such person

is entitled to charge and be paid all usual professional or other charges for any business

or act done by him or her or their firm or entity or employees in connection with the

Trust including any business or act which a Trustee not being such a person could

have done personally but which might reasonably be required to be done by such a

person. The Trustee is entitled to retain for the Trustee’s absolute use and benefit any

fees or other form of remuneration payable to the Trustee for acting as a Director,

employee or agent of any company in which the Trustee has invested the Trust Fund

or any part of it in acquiring shares under this Deed. The Trustee is entitled to retain

for the Trustee’s absolute use and benefit any salary, wages or other form of

remuneration payable to the Trustee by a partnership of which the Trustee becomes a

Member in pursuance of the powers in this Deed.

Trustee May Act Despite Personal Conflict of Interest

7.3 (a) The Trustee is entitled to appointment to any position whatsoever in any company,

firm, trust or organisation despite the fact that such appointment will or may cause

conflict with the Trustees duties under this Deed.

(b) Any company, firm, trust or organisation in which the Trustee is in any way interested

may deal and enter into contracts with the Trustee provided that the Trustee

previously declares the nature of their interest in such company, firm, trust or

organisation and in any dealing or contract.

© Inadvertent failure to make such disclosure will not operate to avoid or render

voidable any such dealing or contract if such disclosure is made within a reasonable

time after the inadvertent omission being discovered.

(d) The Trustee will not be disqualified from dealing or contracting with itself

beneficially and is empowered to enter into contracts with the Trust, despite clause

7.3(b).

(e) The Trustee may in such manner as it determines declare any interest including by

entry in the Minute Book of the Trust.

(g) Despite any rule of law or equity to the contrary and without obtaining the order of

any court or any independent legal advice the Trustee may exercise or concur in

exercising all powers and discretions conferred on it by this Deed or by law even

though it or any person being a trustee or any person being a director or shareholder

of the Trustee (being a Company) has or may have a direct indirect or personal

interest (whether as a shareholder or director or member or partner of any Company

or partnership or otherwise) in the mode or result of exercising such power of

discretion or may benefit directly or indirectly as a result of the exercise of any such

power or discretion and even if the Trustee for the time being is the sole Trustee.

(h) If all of the unit holders consent in writing to the Trustee acquiring an investment as

part of the Trust Fund, the unit holders are to be taken as having waived all rights

they may have against the Trustee at law or under this deed with respect to the

Trustee’s acquisition of the investment. This sub-clause applies whether the consent

of the unit holders was obtained on, prior to or after the date the investment was

acquired by the Trustee. The Trustee is under no obligation to seek or obtain such

consent.

Liability of Trustee

7.4 In the execution of the Trusts powers and authorities no Trustee is liable for any loss to the

Trust Fund arising by reason of any investment made in good faith or the negligence or

fraud of any person or agent employed by that Trustee or by any other Trustee although the

employment of such person or agent was not strictly necessary or expedient or by reason of

any mistake or omission made in good faith by any Trustee or by reason of any other matter

or thing except fraud on the part of the Trustee who is sought to be made liable.

INDEMNITY TO TRUSTEE

7.5 The Trustee is indemnified and held harmless out of the Trust Fund against all claims,

costs, damages, losses, fees, expenses, taxes, duties and impositions which arise in

connection with or in consequence of this Deed or the Trusts hereby created except to the

extent that the same arise in a manner for which the Trustee is accountable under the

preceding clause provided that the right of the Trustee to enforce the indemnity conferred

is limited to the Trust Fund and the Trustee has no right of indemnity, reimbursement or

recompense whatsoever against any of the unit holders.

7.6 The right of the Trustee to be indemnified under clause 7.5 is limited to the assets of the

Trust Fund in the hands of or under the control of the Trustee and does not extend to

enable the Trustee to recover any loss or obtain reimbursement for any liability incurred

from any unit holder or other person beneficially entitled to any unit.

TRUSTEE’S POWERS

Generally

8. In addition to any other power, authority or discretion vested in the Trustee by this Deed or

by law, the Trustee has the following general powers and the following Trustee powers of

investment which do not limit the powers, authorities and discretions otherwise vested in the

Trustee by this Deed or by law.

Delegation

8.1 The Trustee may in writing delegate the exercise of all or any of the powers or discretions or

authorities hereby conferred on it and execute any powers of attorney or other instruments

necessary to effectuate such purpose.

Carry on Business

8.2 The Trustee has the following absolute powers and discretions which it may exercise itself

and jointly with any other person or persons:

8.2.1 To commence acquire and carry on any business which the Trustee may decide can be

conveniently carried on or which it is desirable that the same should be commenced, acquired

or carried on in the interests of the Trust Fund or the unit holders and without limitation:-

(i) To acquire and undertake the whole or any part of the business property and liabilities

of any person or Company which the Trustee from time to time considers is capable of

being conveniently or profitably carried on or utilised in connection or conjunction with

any business in which the Trust is for the time being engaged or which in the Trustee’s

opinion is calculated directly or indirectly to enhance the value of or render profitable

any of the Trust's property and rights.

Lands and Buildings

(iii) To purchase, take on lease or in exchange or otherwise acquire any lands and buildings

or any estate or interest therein and to improve, develop, sell, mortgage, transfer lease,

let, subdivide and without limitation in any other manner dispose of or deal with or use

such property or rights or any of them or any part.

Dealers

(iv) To carry on business as dealers in property both real and personal of all kinds

whatsoever and to exploit the same whether by sale, leasing, hire purchase or otherwise

as the Trustee considers desirable.

Subdivide

8.2.2 To carry on any business on any property which may be acquired by the Trustee and

to divide, subdivide, build, repair, wreck, improve, exploit and manage such property

as the Trustee may think fit.

Lease

8.2.3 To let any property in such parts at such rentals upon such terms and conditions

(including, without limiting the generality thereof, the grant or reservation of any

necessary easements or rights) and to such tenants as the Trustee considers to be in

the best interest of the Trust Fund .

Rents

8.2.4 To collect rents, occupation fees, licence fees and all other income in relation to any

property or business and to issue receipts.

Legal Proceedings

8.2.5 To execute and prosecute legal proceedings of any kind and in any Court to enforce

any contract entered into or to recover damages for breach of any such contract.

Surrender Leases

8.2.6 To cancel, terminate or accept surrenders of leases; to institute and prosecute legal

proceedings of any kind and in any court to oust tenants and recover possession of

any part of any property; and to sue for and recover rent and damages for breach of

any lease; to sue or prosecute trespassers or any other persons for damage to any part

of any property; and to abandon, settle, compromise and release any such action or

suit when expedient.

7 Expenses and Taxes

8.2.7 To pay out of the Trust Fund or the income thereof all costs charges and expenses

incidental to the management of the Trust Fund or to the exercise of any power,

authority or discretion herein contained or carrying out or performing the trusts

hereof which the trustee may at any time incur including all income tax or other taxes

payable in respect of the Trust Fund costs in any way connected with the preparation

and execution of this Deed and all stamp duty, settlement duty, gift duty, probate

duty, revenue duty or any other impost or monies of whatever nature payable in

respect of these presents or the gift or settlement hereby effected or in respect of any

additional monies or investments paid or transferred to the Trustee upon the trusts

hereof and whether under the law of the Commonwealth of Australia or of any of the

States or Territories thereof or of any other country.

Repairs

8.2.8 To repair, renovate, decorate and maintain any chattels personal or any land including

all fittings, fixtures, furnishings, furniture and equipment therein and the grounds and

outhouses thereof.

Advertising

8.2.9 To advertise any property or any part thereof and to display signs and notices thereon.

Rules

8.2.10 To impose rules and regulations governing the conduct of the occupants of any

building or any other property.

Superannuation

8.2.11 To employ and superannuate such managers, staff and servants and engage such

contractors as may be necessary or desirable and to engage the services of lawyers,

engineers, architects, accountants, auditors, agents and any other professional or

technical advisers and to pay any person or corporation whose services are engaged

out of the Trust Fund to make all such bonus payments to employees and other

persons and such payments by way of superannuation or otherwise as the Trustee

determines , or other returns required in connection with the Trust or its income by

the law of any State or Territory or of the Commonwealth of Australia.

General

8.2.12 To hold, use, purchase, construct, demolish, maintain, repair, renovate, reconstruct,

develop, improve, subdivide, exploit, transfer, convey, surrender, let, lease,

exchange, take and grant options, mortgage, charge, pledge, reconvey, release or

discharge or otherwise deal with any real or personal property and in particular for

shares, debentures or securities of any Company and with or without deferred,

restricted, qualified or special rights relating thereto.

Trustee Vests as if Absolute Owner

Shares

8.2.14 To invest the Trust Fund and deal with and manage and transpose and realise such

investments entirely as it thinks fit and with such powers in all respects as if the

Trustee was the absolute owner and the Trustee shall not be accountable in any way

for any loss arising out of the making of any investment or out of the failure to

realise any investment or out of its management of any investment.

8.2.15 To apply and invest all moneys at any time forming part of the Trust Fund in any

such investments whether involving liabilities or not or upon personal credit with or

without security and upon such terms and conditions as the Trustee in its absolute

discretion thinks fit. To this end the Trustee has the same powers in all respects as if

it were absolute owner beneficially entitled including, without limitation, the

subscription for, the taking up on allotment /issue and the purchase of any shares,

warrants, stocks, bonds, mortgages, debentures, obligations or securities of any

government authority or company incorporated in any part of the world and the

taking of and the purchase or acquisition of the whole or any part or share of interest

in (including a minority part or share or interest in) any business or partnership and

the goodwill and assets thereof and the purchase or acquisition of any real or

personal property in any place or country or any part or share or interest therein and

even though the same may not be income producing or may be wasting or

speculative. To exercise all rights and privileges and perform all duties and

obligations appertaining or incidental thereto. The Trustee may make or purchase

any such investments for cash or in consideration of any annuity or otherwise and

upon such terms and conditions as the Trustee in its absolute discretion thinks fit

and it may make or purchase any such investment for a sum greater than the amount

of the Trust Fund for the time being and it may agree to pay for any such

investments wholly or in part from any future moneys which may come into its

hands, including dividends, profits, interest or other income paid or payable in

respect of any such investments.

9 Directorships

8.2.16 To act as a Director and to exercise all rights and privileges and perform all duties

appertaining to any shares or stock for the time being subject to the trusts thereof

with liberty to assent to any arrangements modifying such rights, privileges or duties

and to agree to any scheme or arrangement for the reconstruction or the increase or

reduction of the capital of any company and for any such purpose to deposit,

surrender or exchange any of the said shares or stock or the title thereto and to pay

any calls or contributions or other necessary expenses in connection with any such

shares or stock or any such scheme or arrangement as aforesaid.

Guarantees

8.2.19 (i) To give any guarantee or indemnity for payment of money or the performance of

any contract, obligation or undertaking by any person, firm, company,

corporation or association (including a unit holder) and to agree to pay and to

pay and to charge the Trust Fund with the payment of any money.

(iv) To act in accordance with this clause even if the Trustee is also a unit holder

and/or if the Trustee will receive a benefit of any kind arising from such act.

Liabilities

8.2.20 To apply the whole or any part of the capital or income of the Trust Fund in or

towards payment of any liability undertaken by the Trustee in relation to the

acquisition or property intended to form part of the Trust Fund.

Businesses

8.2.21 To acquire, carry on or join in carrying on any business either alone or in partnership

with any other person or persons at the discretion of the Trustee during such period

as it thinks proper with power for that purpose to employ such part or parts of the

capital of the Trust Fund as it thinks fit. To employ at such salary as it thinks fit as

manager of such business any person or persons (whether Trustees or a Trustee of

or otherwise interested in the Trust Fund or not) or to leave the entire management

of such business to any partner and to renew partnerships and generally to act in all

matters relating to such business or businesses as if it were beneficially entitled

thereto and without responsibility for loss.

Agents

8.2.22 To employ or engage any manager, solicitor, accountant or agent to transact all or

any business of whatever nature required to be done in the premises including the

receipt or payment of money and the Trustee shall decide the remuneration to be

allowed and paid and all charges and expenses so incurred.

Determination of Capital and Income

8.2.23 To determine whether any real or personal property or any increase or decrease in

amount, number or value of any property or holdings of property or any receipts or

payments, gains or losses from, for or in connection with any real or personal

property shall be treated as and credited or debited to capital or to income and

generally to determine all matters as to which any doubt, difficulty or question may

arise under or in relation to the execution of the Trust and powers of this settlement;

and every determination of the Trustee in relation to any of the matters aforesaid

whether made upon a question formally or actually raised or implied in any of the

acts or proceedings of the Trustee in relation to the Trust Fund, shall bind all parties

interested therein and shall not be objected to or questioned on any ground

whatsoever.

Counsel’s Opinion

8.2.24 To take and act upon the opinion of any Junior, Senior or Queen's Counsel practising

in the place of proper law of the Trust whether in relation to the interpretation of this

Deed or any other document or statute or as to the administration of the trusts

hereof without being liable to anyone in respect of any act done by them in

accordance with such opinion. This provision does not oblige the Trustee to act in

accordance with any such opinion and nothing in it prohibits the Trustee from

applying to the Court if it so determines or acting on the opinion of the or other

Counsel.

11 Bank Accounts

8.2.26 (i) To open in the name of the Trustee or in the name of a person or corporation as

nominee of the Trustee, or in the joint names of the Trustee and any other or

others (and in accordance with all customs, practises and usages as may apply)

any cheque, savings or other account with any bank or financial institution

anywhere as the Trustee thinks fit, with full power to operate on any such

account and to do so with the power to act in accordance with all terms and

conditions applicable to such accounts whether relating to costs and charges in

relation to such accounts or anything else.

(ii) By itself or by its authorised officer or agent to draw, endorse, make, accept,

guarantee, discount, execute, issue or be a party in any way to a commercial bill,

promissory note, bill of exchange, bill of lading, letter of credit, hypothecation,

facility or any negotiable or transferable instruments.

8.2.27 (i) To authorise a bank or financial institution to pay bills of exchange drawn upon

the banking account of the Trustee by the Trustee or the Trustee being a

company by its authorised officer.

(ii) To recognise as a valid endorsement on any bill of exchange or promissory note

the endorsement of the Trustee or such authorised officer.

(iii) No bank acting in pursuance of any authority herein shall be deemed privy to a

breach of trust on the ground only of notice that the person giving the authority

was a Trustee.

Occupation

8.2.28 To allow any unit holder to occupy, have custody of or use any immovable property,

chattels, real or personal property for the time being forming part of the Trust Fund

on such terms or conditions as to rent inventories repair replacement insurance

outgoings or otherwise at all as the Trustees shall think fit and so that no Trustee

shall be liable for any loss or damage which may occur to any property so forming

part of the Trust Fund during or by reason of any such occupation custody or use

except insofar as such loss or damage shall be occasioned by the conscious and

wilful default or neglect of such Trustee.

Other Acts

8.2.33 To do all such other acts matters or things as the Trustee thinks fit.

Third Parties not on Notice

8.2.34 (i) Despite clause 7.3, no person dealing with the Trustee shall be concerned to

enquire as to the adequacy of the powers of the Trustee in relation to such

dealing or as to the proper exercise by the Trustee in relation to such dealing or

as to the proper exercise by the Trustee of any of the powers, authorities and

discretions vested in the Trustee by the provisions of this Deed or as to the

propriety or regularity of any transaction affecting the Trust Fund or any of the

assets thereof or to see to the application of any moneys paid to the Trustee or to

any corporation at the Trustee’s direction and in the absence of fraud on the part

of any such person dealing with the Trustee, such dealing shall be deemed so far

as the safety and protection of such person is concerned to be within the powers

of the Trustee and to be valid and effectual accordingly and the receipt of the

Trustee or the receipt of any person or corporation paid as aforesaid at the

direction of the Trustee shall effectually discharge any such person dealing with

the Trustee from all liability in respect thereof.

(ii) Despite clause 7.3, no mortgage, charge or other security given or created by the

Trustee at any time to or in favour of any person or corporation over or in

respect of the Trust Fund or any part thereof shall be invalid by reason of any

error or omission whether of law or fact on the part of the Trustee or its legal or

other advisers or by reason of any breach of duty or trust whatsoever unless it

shall have been proved to be committed, made or omitted in personal conscious

fraudulent bad faith by the Trustee and all persons claiming any beneficial interest

in, over or to the Trust Fund shall be deemed to have had notice of the provisions

of this clause.

13(iii) If the Trustee enters into any arrangement with any lender or with any other

financer or other party, no such lender, financer, or other party shall be concerned

to inquire whether there is any necessity for any borrowing, finance or other

dealing by the Trustee or as to the purpose for which such borrowing, finance or

other dealing is required nor as to the application of any monies so borrowed or

financed.

UNIT HOLDERS REGISTER

9. The Trustee must keep and maintain an up-to-date Register of the registered unit

holders and enter into that Register the names of the registered holders and the number

of units in respect of which they are registered and the distinct numbers of the

Certificates held by them respectively. Any change of address on the part of any

registered holder shall be notified to the Trustee. No notice of any Trust, express,

implied or constructive, may be entered upon the Register.

DISTRIBUTION OF INCOME

10. (a) The Trustee may determine whether a receipt or gain or outgoing is to be treated as

being on account of capital or income or partly on account of one and partly on

account of the other. If the Trustee does not make a determination under this sub-

clause prior to midnight on 30 June in a financial year, the amount which under the

provisions of the Act represent the net income (within the meaning of s 95 of the

Income Tax Assessment Act, 1936 “the Act”) for that year in relation to the Trust

Fund is the income of the Trust Fund for the purposes of this deed.

(b) The unit holders (in the same proportions as they hold units in the Trust Fund as at

the end of the financial year) are presently and absolutely entitled to the net income

of the Trust Fund for that financial year.

© If in any financial year the net income of the Trust Fund within the meaning of

Section 95 of the Act exceeds the net income of the Trust Fund as determined under

clause 10(a), the excess shall, unless otherwise determined by the Trustee prior to

the end of that financial year, be held upon trust as if such excess was part of the net

income of the Trust Fund as determined under clause 10(a).

(d) The Trustee may determine that a part of the income is to be retained by the Trustee

(“Retained Moneys”). Retained Moneys must be dealt with in the same manner as

set out in clause 10(e).

(e) Net income of the Trust Fund to which a unit holder is entitled at the end of a

financial year and which has not been distributed ceases to form part of the Trust

Fund and is to be held by the Trustee as a separate fund upon trust absolutely for

the unit holder entitled (without however any entitlement to interest or earnings on

such amount and any interest or earnings form part of the Trust Fund). The Trustee

has power in respect of the assets of each separate fund to mix and invest them with

the assets of the Trust Fund for ease of administration.

(f) The Trustee may at any time make an interim distribution from the Trust Fund as an

advanced payment to the unit holders and on account of their entitlement to the net

income under clause 10(b).

(g) The Trustee may at any time distribute any part of the capital of the Trust Fund

among the unit holders in the same proportion as they hold units in the Trust Fund.

UNIT CERTIFICATES

11. (a) Each unit holder may be issued with a Certificate in the form in the second schedule

or similar form however if a Certificate is not issued this does not affect the rights of

a unit holder.

(b) Every Certificate may be signed by or on behalf of the Trustee and may specify the

name of the unit holder and the number of units to which it relates and may bear a

distinctive number or letter.

TRANSFERS OF UNITS

12.1 Every unit holder is entitled to transfer the units or any of the units for the time being

held by the holder by a transfer in writing in the form set out in the third schedule or

such other form as the Trustee may from time to time approve provided that the

transferee has in the first place been approved by the Trustee. Such approval may not

be unreasonably withheld.

12.2 Every transfer must be signed by both the transferor and the transferee and the

transferor is be deemed to remain the holder of the units the subject of the transfer

until the name of the transferee is registered in the Register as the holder of such

units.

12.3 Every instrument of transfer must be duly stamped if required by law and left with the

Trustee and must be accompanied by the Certificate.

PRE-EMPTION

12.4 (i) Despite anything appearing in clauses 12.1 to 12.3 above inclusive any units

proposed to be transferred must either be consented to in writing by all unit

holders or must first be offered to the unit holders (other than the transferor)

collectively and individually and so that they rank for acceptance pari passu in

proportion to the units held by them and so that if any unit cannot be so

apportioned such unit shall be offered to them in the order determined by lot and

the Trustee shall cause the lots to be drawn accordingly.

(ii) The person proposing to transfer any units ("the Proposing Transferor") must give

notice in writing ("Transfer Notice") to the Trustee that the Proposing Transferor

desires to transfer the same. The Transfer Notice constitutes the Trustee as agent

for the sale of the units to the other unit holders at the net value to be fixed for the

purpose by the Trustee. A Transfer Notice may include several units and in that

case operates as if it were a separate notice in respect of each. A Transfer Notice is

not revocable except with the Trustee’s written consent.

15(iii) The Trustee must then determine the net value of the Trust Fund in accordance with

Australian accounting principles. The net value of the Trust Fund so ascertained

shall be divided by the number of units issued to all unit holders and the quotient

shall be the net value of each unit.

(iv) If the Trustee shall within the space of forty-five days after being served with a

Transfer Notice arrange with the other unit holders to purchase the units ("the

Purchasing Members") and gives notice to the Proposing Transferor, the Proposing

Transferor is bound on payment of the net value to transfer the units to the

Purchasing Members.

(v) If a sale is effected between a Proposing Transferor and the Purchasing Members

the price of such unit or units must be paid by the Purchasing Members to the

Proposing Transferor within one calendar month from the date of the Trustee's

giving notice to the Proposing Transferor.

(vi) If in any case the Proposing Transferor after having become bound fails to transfer

the unit the Trustee may receive the purchase money and must then cause the name

of the Purchasing Members to be entered in the Register as the holders of the unit

and shall hold the purchase money in trust for the Proposing Transferor. The receipt

of the Trustee for the purchase money or of so much thereof as shall be payable shall

be a good discharge to the Purchasing Members and after their names have been

entered in the register in purported exercise of the Trustee’s power, the validity of

the proceedings may not be questioned by any person.

(vii) If a sale is not effected by the Trustee the Proposing Transferor may subject to

clause 12.1 transfer the unit as the Proposing Transferor sees fit however the price

must be the net value of the unit determined in accordance with sub-clause (iii) of

this clause.

TRANSMISSION OF UNITS

13. (a) In case of the death of any one of the joint unit holders of any unit, the survivor or

survivors will be the only persons recognised by the Trustee as having any title to or

interest in such units.

(b) The legal personal representative of a deceased unit holder of units (not being one of

several joint holders) shall be the only person recognised by the Trustee as having

any title to such units.

16© Any person becoming entitled to any units in consequence of the death, legal

incapacity or liquidation of a unit holder of such units upon producing evidence that

such person sustains the character in respect of which they propose to act under

this sub-clause or of their title as the Trustee thinks sufficient and in the case of a

legal personal representative of a deceased unit holder (not being one of several joint

holders) upon making a declaration in the form set out in the Fourth schedule or

similar shall, on delivering the Certificate comprising the units to the Trustee for

cancellation, be registered as the holder of those units and is entitled to a new

Certificate in their name.

14. The Trustee will recognise the unit holder or their legal personal representative as the

only persons having any right or interest in the units in respect of which the unit holder is

registered or in the Certificate representing the same. The Trustee need not, except as

ordered by a Court of competent jurisdiction, be bound to take notice of any trust or

equity affecting any unit or certificate or the rights incidental thereto and the receipt of

such unit holder or their legal personal representative for any money payable or any

property transferred to a unit holder, is sufficient discharge to the Trustee.

'''MEETINGS

'''15. (a) The Trustee may at any time convene a meeting of the unit holders and the Trustee,

at the request of the unit holders who at the date of the requisition hold between

them not less than 25% of the units, must proceed to convene a meeting of the unit

holders.

Notice

(b) Not less than seven days' notice shall be given to unit holders of every such meeting

(except where all unit holders otherwise agree in writing) and the notice must

specify the general nature of the business to be transacted.

Chair

© At a meeting convened at the request of the unit holders a person nominated by the

meeting (being a unit holder or in the case of a company, their duly appointed

representative) is to preside and at any other meeting convened by the Trustee a

person nominated by it (whether or not a unit holder) is to preside. The Chairperson

does not have a casting vote (in the event of an equality of votes) in addition to the

vote or votes to which they may be entitled as a unit holder.

Poll

(d) Every question arising at any meeting mentioned in this clause may be decided in the

first instance by a show of hands unless-

(i) it is a question which under this Deed must be decided by a specified majority of

the votes of the unit holders or

(ii) if a poll is demanded.

(e) A poll may be demanded by any unit holder before or immediately after any question

is put to a show of hands.

17 One Vote Per Unit

(f) Upon a poll every unit holder present in person or by proxy shall have one vote for

every unit held by him or her. Joint holders shall be entitled to only one vote being

that of the first named holder on the Register.

Quorum

(g) The quorum for a meeting is unit holders or unit holder present in person or by

proxy not being less than two in number (unless the number of unit holders is one in

which case a quorum shall be one) and holding (or representing by proxy) a total of

not less than twenty-five per centum (25%) of the units.

Adjournment

(h) The Chairperson may with the sanction of the meeting adjourn it to such time and

place as the Chairperson shall determine. The Chairperson shall adjourn any meeting

at which a quorum is not present.

Proxy

(i) Votes at a meeting of the unit holders may be given either personally or by proxy. A

proxy may be in the usual or common form or in such other form as the Trustee may

approve. A company being a unit holder may vote by any authorised representative

who may speak or demand a poll and generally act as a proxy on its behalf.

Resolution without Meeting

(j) If all unit holders sign a document that states they are in favour of the resolution in

the terms set out in that document then the document is deemed to satisfy any

provisions of this Deed requiring a resolution or meeting of unit holders and shall be

deemed to have been made on the latest date appearing on that document.

AUDITOR

16. (a) The Trustee may appoint an auditor of the Fund who holds office subject to this

clause or until such time as the auditor may voluntarily retire by notice in writing.

(b) If at any time unit holders holding at least 75% of units then issued by resolution at a

duly convened meeting or by notice in writing, request the Trustee to terminate the

appointment of any auditor, then the Trustee shall by notice in writing to the auditor

remove the auditor, and the Trustee may then appoint another auditor to take their

place.

© The auditor may be the auditor of the Trustee.

TRUSTEE'S REMUNERATION

17. The Trustee may be paid by way of remuneration for its services as Trustee for each

period of one year during the continuance of this Deed such reasonable fee as the unit

holders shall from time to time by resolution determine.

TRUSTEE'S APPOINTMENT, RETIREMENT

18. (a) The Trustee may retire upon giving written notice to the unit holders of its desire to

do so and the unit holders may by resolution appoint a new Trustee.

(b) If the Trustee dies or being a company goes into liquidation or ceases to carry on

business or a Receiver, an official Manager or Administrator is appointed, the unit

holders shall forthwith by resolution remove the Trustee from its appointment under

this Deed and appoint another Trustee.

© The Trustee may be removed and another Trustee may be appointed by resolution of

a meeting of the unit holders duly convened and of which notice has been given to

the Trustee, if such resolution is passed by a majority of unit holders present in

person or by proxy and holding between them not less than 50% of the units then

issued.

(d) Any removal and/or appointment under clause 18 may be by Deed signed by the

Trustee and by the new Trustee as appropriate and may but need not be also signed

by the unit holders or the legal personal representatives of the holders. This

provision does not require a Trustee whose office is vacated or who is removed in

terms of clause 18(a) or (b) to sign that Deed.

TERM OF TRUST – VESTING DATE

19. (a) The Trust created by this Deed, unless previously determined under these

provisions, shall continue until the Vesting Date.

(b) If at a meeting of unit holders duly convened under any of the provisions of clause

15, a resolution is passed by a majority of unit holders present in person or by proxy

and holding between them not less than 75% of the units then issued that the Trust

hereby created shall be determined, the Trustee shall determine it accordingly.

20. On determination of the Trust under clause 19 the following provisions have effect -

(a) The Trustee must as soon as practicable sell, call in, convert into money or cause to

be sold called in and converted into money the investments of the Trust Fund and

divide the proceeds of the sale and all undistributed income less all profit, costs and

charges and expenses among the unit holders in proportion to the number of units of

which they are respectively registered as the holders.

(b) The Trustee must as soon as practicable after the determination of the Trust give to

each unit holder notice thereof and of the impending distribution.

© The Trustee may postpone the sale, calling in and conversion of any part of the

investments of the Trust Fund for such time as it thinks it desirable to do so in the

interests of the unit holders and shall not be responsible for any loss attributed to

such postponement.

19(d) The Trustee may retain in its hands or under its control for as long as it thinks fit

such part of the Trust Fund as in its opinion may be required to meet any outgoings

or liabilities (actual or contingent) in respect of the Trust Fund or any of the

investments thereof provided that any investments so retained, to the extent that they

are ultimately found not to be required, shall remain subject to the Trust for

conversion and distribution contained in sub-clause (a).

RE-PURCHASE OF UNITS

21. (a) After the Commencement Date any unit holder may at any time in writing request

the Trustee to re-purchase all or any of the units they hold in their name and such

holder must at the same time deliver to the Trustee the relevant Certificate together

with a form of request to re-purchase duly executed.

(b) If the Trustee approves of the re-purchase (and it may in its absolute discretion

decline to do so) the following clauses (b) to (h) inclusive apply. The Trustee shall

cause a valuation to be made of the net asset value of the Trust Fund according to

Australian Accounting principles.

© The value of the Trust Fund as ascertained pursuant to sub-clause (b) shall be

divided by the number of units issued to all unit holders and the quotient shall be the

re-purchase price for each unit however if the investments of the Trust Fund sold by

the Trustee pursuant to sub-clause (e) of this clause realise less than the value placed

on such investments under the provisions of sub-clause (b) of this clause, then the

amount realised by the sale of such investments shall be substituted for the value of

the re-purchase price of each unit under the provisions of this sub-clause.

(d) Upon the value of each unit for the purposes of re-purchase being known, the

Trustee shall notify the unit holders who lodged the re-purchase request.

(e) If in the opinion of the Trustee the circumstances so warrant and the Trustee can so

arrange, the Trustee may borrow monies in order that cash shall be available in the

Trust Fund to make payments required under this clause and otherwise the Trustee

shall realise such investments as shall be necessary to re-purchase the unit or units.

(f) Such monies shall be used by the Trustee in satisfaction of the re-purchase and on

such payment being made the units re-purchased shall be cancelled and shall not be

re-issued and appropriate entries must be made in the Register.

(g) The costs of any valuation of the investments of the Trust Fund made pursuant to

this clause shall be paid out of the Trust Fund however all other expenses of a re-

purchase of units including stamp duty shall be paid by the unit holder making the

request.

20(h) Despite any other provision of this Deed, the Trustee shall not re-purchase the units

if any one or more unit holder or holders agrees to purchase the units at the value

determined as above. Such units shall be offered to the unit holders as if the re-

purchase notice were a Transfer Notice and the provisions of clause 12 hereof shall

apply in the like manner as if the re-purchase notice was a Transfer Notice.

'''VALUATION

'''22. At any time after the Commencement Date if unit holders holding between them not less

than 75% of the units then issued, by writing signed by them so request or if at a duly

convened meeting a majority of unit holders present in person or by proxy and holding

between them not less than 75% of the units then issued so resolve, a valuation of the

investments of the Trust Fund must be made by the Trustee. The cost of any valuation of

the Trust Fund made pursuant to this clause shall be paid out of the Trust Fund.

'''NOTICES

'''23. (a) Any notice required to be given to a unit holder or to the Trustee shall be deemed to

have been duly given if it is in writing and either delivered or sent by post in a

prepaid envelope addressed, if to the unit holder, to their address appearing in the

register, or if to the Trustee addressed to the address last notified for such purpose

and shall be deemed to be served on the second day following that on which the

same is posted.

(b) Service of such notice or document on any one of several joint unit holders is

effective service on the other joint unit holders.

AMENDMENT OF TRUST

24. The Trustee may with the consent of a resolution in respect of which unit holders holding

not less than 75% of the units then issued shall have voted in favour at any time by deed

make any amendment or addition to this Deed which it has approved having regard to all

the circumstances of the case and provided that any such amendment or addition will not

prejudice the interest of unit holders without their written consent and after the execution

of any such amending deed this Deed shall take effect as amended.

'''VARIATION

'''25. All unit holders shall be entitled to the benefit of and shall be bound by the terms and

conditions of this Deed and any amending deed.

MANAGED INVESTMENT PROVISION

26. The number of unit holders must not exceed 20 and nothing in this Deed shall permit the

issue of units if this would result in the number of unit holders exceeding this number.

UNIT HOLDERS NOT LIABLE TO INDEMNIFY TRUSTEE

27.1 No Unit Holder shall be under any obligation to indemnify the Trustee or any creditor

against any liability or obligation incurred by the Trustee in the exercise of its duties,

rights and powers under this Trust or arising therefrom or in the course of carrying on

any business pursuant to these trusts or for any deficiency in the Trust Fund.

21 UNIT HOLDERS NOT LIABLE

27.2 The Trustee shall not have any power or authority to enter into any contract that may

so bind the unit holders personally either jointly or severally, or call upon them or any

one or more of them for any payment.

27.3 All persons or corporations extending credit to, contracting with, or having any claims

against the Trust and or the Trustee shall not look to any unit holder for the payment of

any such contract or claim, or for the payment of any debt, damages claim, judgment or

decree, or for any money that may otherwise become due or payable by the Trustee, so

that the unit holders, present or future, shall not be personally liable for any such

liability or obligation.

27.4 Nothing in this clause affects the liability of a unit holder to pay any unpaid and

outstanding consideration for the issue of units to a unit holder under the provisions of

this Deed.

27.5 The Trustee expressly waives, releases, forfeits and abandons all rights and remedies

which it otherwise might have at law or in equity to recover from a unit holder moneys

by reason of any right of indemnity or subrogation notwithstanding that any such right

may not be able to be satisfied or discharged in whole or in part out of the assets

comprising the Trust Fund.

TRUSTEE UNIT HOLDER

28. Despite any other provision of this Deed the Trustee may be and may become a unit

holder.

'''JURISDICTION

'''29. The proper law of this Deed shall be the laws of Victoria unless the Trustee determines

that the proper law shall be that of some other place which the Trustee considers

reasonably connected with this Trust.

22 SCHEDULE A

DATE OF DEED:

PARTIES:

ABC Pty Ltd

A.C.N. 000 999 860

14 Smith Street

Sydney NSW 2000

FIRST PART (herein called "the Trustee")

SECOND PART

INITIAL SUM: $20.00

and the (several) parties who execute this Deed or sign an application for units or a transfer of

units containing an agreement with the Trustee under which the applicant for or transferee of

units agrees to be bound by the provisions of this Deed.

23 SCHEDULE B

"AUTHORISED INVESTMENTS" means

any investment not prohibited by law that a Trustee may invest in;

(b) without limitation, all property whether real or personal movable or immovable of all kinds

wherever located and without limitation and any investment that the Trustee is expressly or

impliedly permitted to acquire or hold under any other provision of this Deed including

without limitation those referred to in clause 8 and below;

© real and personal property, any debt, any chose in action and any estate, interest, right or

power whatsoever in or over property;

(d) any business or interest therein and any partnership interest and any interest in another trust;

chattels personal of every description or interest therein;

(g) loans and deposits at call or otherwise, with or without security, for any term with any

person, firm or company and in particular with any Bank, financial institution or any

authorised dealer in the short term money market in Australia;

(j) freehold or leasehold land or land of any tenure in any of the States of the Commonwealth

of Australia or in any of its Territories.

Definitions

“CHILD” includes an adopted child.

“MARRIED PERSON” includes a defacto partner/spouse.

“SPOUSE” includes a defacto partner/spouse.

"THE COMMENCEMENT DATE" means the date on which the Trustee notifies pursuant to

clause 2 (d) hereof of the receipt of sufficient moneys for the purpose of the trust and in the absence

of such notification such date as the Trustee determines either expressly or by necessary implication

appears to have determined.

"THE TRUST FUND" means and comprises:

(i) the amounts referred to in Schedule “A” initially paid to the Trustee being the total of the

amounts set opposite the names of the unit holders;

(ii) further cash accepted by the Trustee under the provisions of this Deed;

(iii) all investments representing the said sum and said cash;

(iv) the proceeds of the sale, redemption or repayment of any such investments;

24(v) all investments representing the re-investment in accordance with the provisions herein of

any property forming part of the Trust Fund;

(vi) the proceeds of any borrowing by the Trustee in pursuance of this Deed;

(vii) any net income which is not distributed;

(viii) all investments and property into which the above may be converted or which by the exercise

of any of the powers herein contained may accrue to or otherwise become subject to the

trusts hereof.

"THE TRUST" means this Trust named

Red Soil Holdings Trust

"THE VESTING DATE" means whichever is the earlier date of

(i) the day being the seventy-ninth anniversary of the execution of this deed;

(ii) the day being the day upon which the period commencing on the date hereof and continuing

until the expiration of twenty years after the death of the last to die of the lineal descendants

now living of his late Majesty King George the Fifth expires.

25 Executed as a Deed on the Date of this Deed.

Executed for and on behalf of

Fat Bandicoot Food Security Incorporated

A.C.N. 000 999 860

(Trustee)

Director

Director or Secretary

OR

Sole Director / Secretary

Signed Sealed and Delivered by

John Smith

(Individual unit holder)

in the presence of: John Smith

Witness (Signature) Print Name of Witness

Amount to be paid to and accepted by

the Trustee pursuant to clause 2(a) $20.00

26 FIRST SCHEDULE

APPLICATION FOR UNITS

I hereby apply for

Unit(s) in the Trust established by

the Trust Deed dated

between

(therein called "the Trustee") of the first part and the several persons therein mentioned of the

second part (hereinafter called "the Trust Deed").

I request such Unit(s) be issued to me at the price of $5000.00 each and I enclose payment for

In the event of my becoming a Holder of Units I hereby agree to be bound by the provisions of the

Trust Deed.

DATED this

day of

Executed for and on behalf of

A.C.N.

Director

Director or Secretary

OR

(Corporate unit holder)

Sole Director / Secretary

Signed:

Print Name:

(Individual unit holder)

27SECOND SCHEDULE

CERTIFICATE

Cert. No.

The undersigned Trustee of a Trust Deed dated

made between

(therein called "the Trustee") of the first part and the

several persons therein mentioned of the second part hereby

certifies that

DATED this

is the Holder of

Unit(s) issued this day of

pursuant to the Trust constituted by the said Trust Deed, such

Units being held subject to and with the benefit of the terms

and conditions of the said Trust Deed.

day of

SIGNED for and on behalf of the Trustee

'''28 THIRD SCHEDULE

'''

TRANSFER

I/We,

of

(hereinafter called the Transferor)

by

of

in consideration of the sum of ($

) paid to

(hereinafter called the Transferee) hereby transfers to the Transferee of

fund constituted by the Trust Deed dated

and made between

Units of the

of the first part and the several persons therein mentioned of the second part to hold the same unto

the Transferee subject to the several conditions on which the Transferor held the same immediately

before the execution hereof and the Transferee hereby agrees to take the same Units subject to the

said conditions.

IN WITNESS our hands this

day of

Witness to signature of Transferor:

ADDRESS:

TRANSFEROR

OCCUPATION:

Witness to signature of Transferee:

ADDRESS:

TRANSFEREE

OCCUPATION:

29FOURTH SCHEDULE

DECLARATION

TO: The Trustee under a Trust Deed dated the

day of

and made between

the Trustee of the first part and the several persons therein mentioned of the second part.

I/We, being the Executor(s) of the Will (Administrator(s) of the Estate) of the deceased the

Holder of

Units, of the Fund constituted by the abovementioned Trust Deed

HEREBY AUTHORISE AND REQUEST you to register me/us as holder(s) of the said

Units and to issue to me/us a Certificate for the same in my/our name(s).

DATED this

day of

SIGNATURE(S)

30