DATA#3 LIMITED — Share Issue/Capital Change 2007

Oct 1, 2007

TERMS & CONDITIONS OF THE DATA#3 LIMITED EMPLOYEE SHARE OWNERSHIP PLAN

1. INTRODUCTION

1.1 Name of the Plan

This Plan is called the “Data#3 Limited Employee Share Ownership Plan” (ESOP).

1.2 Object of the Plan

The object of the Plan is to recognise the contribution of Eligible Employees by providing them with an opportunity to share in the future growth of DTL.

1.3 Function of the Plan

The Plan provides for the acquisition of Shares by Eligible Employees, within the “exemptions conditions” of the Tax Act.

1.4 Commencement of the Plan

The Plan will commence upon the later of Board and shareholder approval of these Terms & Conditions.

2. DEFINITIONS AND INTERPRETATIONS

2.1 Definitions

In these Terms & Conditions unless the context otherwise requires:

“Acquisition Date” means the date on which Shares are transferred or allotted to a Participant under the Plan.

“Applicable Law” means any one or more or all, as the context requires, of:

• (a) the Corporations Act;

• (b) the Listing Rules;

• (c) the Constitution;

• (d) the Tax Act;

• (e) any practice note, policy statement, class order, declaration, guideline, policy, procedure, ruling or other guidance note made to clarify or expand (a), (b), (c) or (d) above;

• (f) any other legal requirement that applies or may apply to the Plan.

“Application Form” means a form required pursuant to clause 4.2 which may need to be completed, signed and returned to the nominated address by an Eligible Employee.

“ASX” means ASX Limited (ABN 98 008 624 691) or the market conducted by it.

“Board” means the directors of DTL acting as a board or any committee of the board or person to whom any authority has been delegated under clause 11(a).

“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Queensland, Australia.

“Constitution” means the Constitution of DTL as amended by Shareholders from timeto-time.

“Corporations Act” means the Corporations Act 2001 (Cth).

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“DTL” means Data#3 Limited (ABN 31 010 545 267).

“Eligible Employee” means an Employee whom the Board decides in its absolute discretion is eligible to be invited to acquire Shares in the Plan from time-to-time and who is not prohibited from participating in the Plan by virtue of an Applicable Law.

“Employee” means any person employed on either a full-time or part-time permanent basis by the Group.

“Group” means DTL and its Subsidiaries.

“Holding Lock” has the meaning given to it in the Listing Rules.

“Holding Lock Period” means the period concluding on the earlier of:

• (a) three years commencing from the Acquisition Date; or

• (b) cessation of employment as an Employee of the Group, and

having regard to the “exemption conditions” of the Tax Act.

“Listing Rules” means the official listing rules of the ASX.

“Market Value” means, in relation to DTL Shares:

• (a) the weighted average of the prices at which those Shares are traded on the ASX during the one week period up to and including a particular day;

• (b) if no Shares are traded on the ASX during that one week period, the last price at which an offer to buy is made on the ASX during that period; or

• (c) if no such offer is made, the value determined having regard to the relevant provisions of the Tax Act.

“Participant” means an Eligible Employee whose Application Form is accepted by the Board and who acquires Shares under the Plan in accordance with clause 6.

“Plan” means the Data#3 Limited Employee Share Ownership Plan governed by these Terms & Conditions.

“Rules” means the rules made by the Board pursuant to clause 12.

“Shares” means fully paid ordinary shares in the capital of DTL.

“Shareholder” means a shareholder of DTL.

“Subsidiary” has the meaning given to it in the Corporations Act.

“Tax” includes any tax (whether direct or indirect), levy, impost, deduction, charge, rate, contribution, duty or withholding which is assessed (or deemed to be assessed), levied, imposed or made by any government or any governmental, semi-governmental or judicial entity or authority together with any interest, penalty, fine charge, fee or other amount assessed (or deemed to be assessed), levied, imposed or made on or in respect of any or all of the foregoing.

“Tax Act” means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth) or both, as the context requires.

“Terms & Conditions” means these terms and conditions governing the Plan as amended from time to time, and for the avoidance of doubt, includes any Rules.

“Third Party Right” means:

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• (a) any third party interest, including a mortgage, charge, assignment by way of security, lien, pledge, hypothecation, title retention arrangement, preferential right or a trust arrangement;

• (b) any arrangement having a commercial effect equivalent to anything in (a); and

• (c) any agreement to create an interest described in (a) or an arrangement described in (b).

2.2 Interpretation

In these Terms & Conditions unless the contrary intention appears:

• (a) the term “acquired” in relation to Shares, and grammatical variations of that terms, where used in these Terms & Conditions, refer to Shares being transferred or allotted, as the case may be;

• (b) the singular includes the plural and vice versa; (c) reference to a person includes the legal representative of that person and also bodies corporate, unincorporated associations and other legal entities recognised by law;

• (d) a reference to any legislation or to a provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;

• (e) headings are for convenience only and do not affect the interpretation of these Terms & Conditions;

• (f) the expressions “including”, “such as” and similar words or expressions are not words or expressions of limitation;

• (g) where any word or phrase is defined in these Terms & Conditions, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;

• (h) where the Terms & Conditions require or envisage that something will occur or be done on a certain day and that day is not a Business Day, that thing may occur or be done on the next Business Day; and

• (i) a reference to a clause is a reference to a clause of these Terms & Conditions.

3. EXEMPTION CONDITIONS

The Plan, in its terms and operation, and Shares acquired by Eligible Employees under the Plan, must satisfy all the “exemption conditions” stipulated in the Tax Act. The Plan will be operated on a non-discriminatory basis within the meaning of sections 139CE and 139GF of the Tax Act until the Plan is terminated.

4. INVITATION

4.1 Invitation to Participate

DTL will from time-to-time invite Eligible Employees to participate in the Plan.

4.2 Form of Invitation

An invitation to participate in the Plan shall be in writing and in such form as the Board may determine from time-to-time. Invitations will comprise information required by any Applicable Law and may be accompanied by a form (Application Form) providing for the Eligible Employee to agree to acquire the Shares under the Plan pursuant to these Terms & Conditions.

4.3 Withdrawal of Invitation

DTL reserves the right to withdraw any invitation made to an Eligible Employee should it be determined at any time that the Employee’s participation would be unlawful.

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5. OFFER

An Eligible Employee may offer to participate in the Plan by delivering the Application Form (if any) to DTL within the time period, by such means and to such address as specified in the invitation made under clause 4.2. By offering to participate in the Plan, Eligible Employees agree to become a Shareholder and be subject to the Constitution.

6. ACCEPTANCE

6.1 Acceptance under the Plan

Subject to clauses 6.2 and 14 and any approvals or acts required by an Applicable Law, DTL may, in the Board’s absolute discretion and without being bound to do so, accept an offer made under clause 5 by issuing or arranging for the transfer of Shares to Participants from time-to-time.

6.2 Prerequisites to Offer

Unless the Board determines otherwise, Shares will only be offered under the Plan pursuant to clause 6 to Participants who remain employed with the Group on the Acquisition Date.

6.3 Maximum Value of Offer

The Market Value of the Shares acquired under the Plan in any one year may not exceed the maximum amount permitted under the Tax Act, or such lesser or greater amount as the Board may determine from time-to-time, having regard to the “exemption conditions” in the Tax Act. The Market Value in this instance is determined by reference to the Acquisition Date (or Acquisition Dates if a series of acquisitions are made in any one year).

6.4 Acquisition of Shares

Shares will be acquired under the Plan at such times and at such intervals as the Board may determine in its absolute discretion.

6.5 Statements

A statement will be given to each Participant after an acquisition of Shares which complies with all Applicable Laws, setting out at a minimum:

• (a) the number of Shares acquired;

• (b) the date on which that Participant acquired the Shares; and

• (c) the earliest date, being the expiry of the Holding Lock Period, at which the Participant may dispose of, transfer, create a Third Party Right over, or otherwise deal with, those Shares.

6.6 Quotation on the ASX

DTL must, within the time frame required by the Listing Rules, apply for official quotation on the ASX of any Shares offered under the Plan which are not already quoted on the ASX.

7. LIMIT ON TRANSFER OR ENCUMBRANCE

7.1 Limitation

For the duration of the Holding Lock Period:

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• (a) Shares acquired under the Plan will not be transferable; and

• (b) Participants may not encumber the Shares creating any Third Party Right.

7.2 Participant’s Undertaking

During the Holding Lock Period, each Participant:

• (a) agrees that the Shares will be subject to a Holding Lock; and

• (b) undertakes not to request (or permit or procure another person to request) removal of the Holding Lock.

7.3 Bonus Entitlements, Rights Issues, New Issues

The restrictions in clause 7.1 do not apply to:

• (a) any bonus entitlements relating to Shares, unless the bonus entitlement forms part of the invitation made under clause 4, in which case the restrictions do apply; and

• (b) any rights conferred by a Share to participate in any new issues of securities by DTL,

including any Shares issued to a Participant under a dividend reinvestment plan, rights issue or bonus shares plan.

8. RIGHTS PERSONAL

Participation in the Plan is personal to each Eligible Employee and accordingly:

• (a) any right to receive Shares under the Plan may not be assigned to, or renounced in favour of, another person; and

• (b) Shares may only be acquired by (and registered in the name of) the Eligible Employee.

9. RANKING AND RECONSTRUCTIONS

9.1 Rank Equally

Shares allotted under the Plan will rank equally with all existing Shares from the Acquisition Date in respect of all rights issues, bonus share issues and dividends declared after acquisition.

9.2 Reconstruction

If DTL constructs its capital in any way, Shares acquired under the Plan will be affected in the same ways as other Shares on issue.

10. OVERRIDING RESTRICTIONS ON ACQUISITION

No Shares will be acquired under the Plan if to do so would contravene any Applicable Law. This clause 10 takes precedence over any other provision of the Plan.

11. ADMINISTRATION OF THE PLAN

The Board shall administer the Plan in its absolute unfettered discretion. In the discharge of its obligations, the Board may:

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• (a) delegate to any persons for such period and on such terms as they see fit the exercise of all or any of their powers or discretions under the Plan;

• (b) determine appropriate procedures for administration of the Plan, including the form and content of any documentation, forms and notices to be delivered under the Plan;

• (c) do all acts necessary that it considers appropriate to give effect to the provisions of these Terms & Conditions; and

• (c) resolve conclusively all questions of fact or interpretation in connection with the Plan and these Terms & Conditions.

12. RULES

The Board may make and amend Rules for the operation of the Plan, not inconsistent with these Terms & Conditions.

13. MODIFICATION, SUSPENSION AND TERMINATION

The Board may, at any time, modify the Terms & Conditions or the Plan, or suspend or terminate the Plan, on giving notice to Participants of the modification, suspension or termination.

14. ISSUE LIMITATION

The Board may in its absolute and unfettered discretion, decide to set a limit on the number of Shares that may be issued under the Plan. If the Board does set a limit pursuant to this clause, then no further Shares can be issued and no further invitations to issue Shares under the Plan can be made pursuant to clause 4 if the total number of Shares:

(a) already issued; and

(b) the subject of all outstanding invitations made pursuant to clause 4,

would exceed that limit.

15. NOTICES

Unless otherwise determined by the Board, any notices regarding Shares acquired under the Plan must be sent to the registered address of the holder as recorded in DTL’s register of members.

16. PLAN COSTS AND EXPENSES

16.1 Costs of DTL

Unless otherwise determined by the Board, DTL must pay all costs relating to the establishment and operation of the Plan, including all costs and expenses in relation to the delivery of the Shares except that DTL is not responsible for any Taxes which may become payable in connection with the Shares or any other dealing with the Shares.

16.2 Costs of Participants

Each Participant will pay all costs and expenses in relation to the sale, transfer or other disposal of any Shares acquired under the Plan. Each Participant will be responsible for any Taxes which may become payable in connection with the Shares or any other dealing with the Shares.

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17. FINANCIAL ASSISTANCE

Subject to the requirements of any Applicable Law, DTL may provide financial assistance to an Eligible Employee in connection with the acquisition of Shares under the Plan.

18. RIGHTS OF PARTICIPANTS

Nothing in these Terms & Conditions:

• (a) confers on any person the right to be invited to acquire Shares under the Plan;

• (b) confers on any Eligible Employee or Participant the right to continue as an Employee of the Group;

• (c) affects any rights which the Group may have to terminate the employment of an Eligible Employee or Participant;

• (d) may be used to increase damages in any action brought against the Group in respect of any such termination of employment; or

• (e) confers any responsibility or liability on any Group entity or its directors, officers, employees, representatives or agents in respect of any taxation liabilities of the Eligible Employees or Participants.

19. RESTRICTIONS ON DEALING WITH SHARES

Participation in the Plan is subject to the DTL Code of Conduct and the DTL Policy for Trading in Company Securities.

20. SEVERANCE

If any of these Terms & Conditions are void, voidable or unenforceable that provision will be severed and the remainder of these Terms & Conditions will have full force and effect.

21. GOVERNING LAW & JURISDICTION

The laws of the State of Queensland, Australia, govern the operation of the Plan, these Terms & Conditions and the rights of the Participants thereunder.

Each Participant irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Queensland, Australia and courts entitled to hear appeals from those courts.

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