Second Meeting Of Creditors Of Company Under Administration

The purpose of the meeting(s) is:

1. to receive the report by the Administrator(s) about the business, property, affairs and financial circumstances of the Company(ies); and
2. to receive a statement of Administrator(s) opinion and reasons for the opinion:
   1. whether it would be in the creditors ' interests for the Company(ies) to execute a deed of company arrangement;
   2. whether it would be in the creditors ' interests for the administration to end;
   3. whether it would be in the creditors ' interests for the company to be wound up;
3. to receive a statement of such other information known to the administrator as will enable the creditors to make an informed decision about the matters at paragraphs 2(a) (c) above;
4. to receive details of any transactions that appear to the Administrator(s) to be a voidable transaction in respect of which money, property, or other benefits may be recoverable by a liquidator under part 5.7B of the Act
5. to receive details of any proposed deed of company arrangement; and
6. for the creditors of the Company(ies) to resolve that:
   1. the Company(ies) execute a deed of company arrangement; or
   2. the administration(s) should end; or
   3. the Company(ies) be wound up.

Other agenda items are:

1. to determine the remuneration of the administrator(s)
2. to determine the future remuneration of the administrator(s)
3. to determine the deed administrator(s) and or liquidator(s) future remuneration if appointed
4. if the company is wound up, to consider the appointment of a committee of inspection and, if so, who are to be the committee members
5. if the company is wound up to consider the early destruction of books and records
6. any other business

If the Company is placed into Liquidation, to consider, and if thought fit, provide/contribute

funds for investigations into the Company ' s affairs.





To consider and approve that the Administrator / Deed Administrator and/or Liquidator be

authorised to enter into an agreement pursuant to Section 477 (2B) of the Corporations Act,

including but not limited to:

- Legal Advice;

- Taxation or Other Advices (as appropriate);

- Australian Securities and Investments Commission ( " ASIC " ) Assetless Administration

Funding ( " AA Funding " );

- Fair Entitlements Guarantee ( " FEG " ) (formerly known as General Employee Entitlements and

Redundancy Scheme ( " GEERS " ));

- Litigation and/or creditors funding

and that the remuneration provided under any funding agreement of the Administrator, Deed

Administrator and/or Liquidator, his partners and/or staff, to be fixed on a time basis at the

rates of Jamieson Louttit & Associates from time to time with such annual increases (if any) no

greater than ten percent (10%), beyond which further approval may be sought from creditors,

and/or as subsequently agreed.