Freehills

323	ax:
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Notice of ceasing to be a substantial holder From Francine Kinkade 19 January 2007 Phone +61 2 9322 4291 +61 2 9322 4000 Fax [email protected] Pages 97 To Company Announcements Platform - ASX The Company Secretary Service Stream Limited Fax 03 9677 8877 Fax 1900 999 279

Please see attached a notice of ceasing to be a substantial holder in relation to Service Stream Limited (formerly Total Communications Infrastructure Limited) (SSM).

If you are not the intended recipient:

please phone the sender immediately (reverse charges)
you must not disclose or use the information

MLC Centre Martin Place Sydney NSW 2000 Australia Telephone +61 2 9225 5000 Facsimile +61 2 9322 4000 www.freehills.com $\sim$ $\pm$

Form 605

Corporations Act 2001
Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme		SERVICE STREAM LIMITED (formerly TOTAL COMMUNICATIONS INFRASTRUCTURE LIMITED)
ACN/ARSN	072 369 870
1. Details of substantial holder (1)
Name ACN (if applicable)		JAMES JULIAN COONEY AND SAMANTHA ALEXANDRA GRANT
The holder ceased to be a substantial holder on		22/12/06
The previous notice was given to the company on		08/12/04
The previous notice was dated		03/12/04

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since
the substantial holder was last required

Date of change	Person whose relevant Interest changed	Nature of change (4)	Consideration given In relation to change (5)	Class (6) and number of securities affected	Person's votes affected
	Refer to Annexure A

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

. Name and ACN (if applicable) -- - _	Nature of association	ᅲ
–
	----

4. Addresses

The addresses of persons named in this form are as follows:

Name	Address
JAMES JULIAN COONEY	Willow Court, 7 West Way, Oxford, OX2 0JB, United Kingdom
SAMANTHA ALEXANDRA GRANT	Willow Court, 7 West Way, Oxford, OX2 0JB, United Kingdom

Signature

Jameş Julian Cooney print name	Samantha Alexandra Grant	capacity
sign here	$\mathcal{N}$ ا سک

13 March 2000

$\Box$

$\overline{1}$

ANNEXURE A

This is Annexure "A" of 1 page referred to in the Form 603 "Notice of initial substantial holder" signed by us and dated í.

$\underline{\mathcal{H}}$ $-1$ Signaturé)

James Julian Cooney

Samantha Alexandra Grant

Name

Date

$\mathbf{2}$ Changes in relevant interests

Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to change (5)	Class (6) and number of securities affected	Person's votes affected
18/12/06	JAMES JULIAN COONEY AND SAMANTHA ALEXANDRA GRANT	Sale of shares pursuant to the Share Purchase Agreement (as amended) which is attached as Annexure B	\$40,876,751.02	40,324,308 ordinary shares	JAMES JULIAN COONEY (in respect of 20,162,154 ordinary shares) AND SAMANTHA ALEXANDRA GRANT (in respect of 20,162,154 ordinary shares)
22/12/06	JAMES JULIAN COONEY AND SAMANTHA ALEXANDRA GRANT	Sale of shares pursuant to the Prospectus dated 10 November 2006 which is attached as Annexure C and the Deed Poll dated 8 December 2006 which is attached as Annexure D	\$7,830,000,00	9,000,000 ordinary shares	JAMES JULIAN COONEY (in respect of 4,500,000 ordinary shares) AND SAMANTHA ALEXANDRA GRANT (in respect of 4,500,000 ordinary shares)

ANNEXURE B

This is Annexure "B" of 64 pages referred to in the Form 603 "Notice of initial substantial holder" signed by us and $\mathtt{dated}$

turc Samantha Alexandra Grant

James Julian Cooney

Name

Date

$\mathbb{Z}$

MALLESONS STEPHEN JAQUES

Share Purchase Agreement

Dated 27 July 2006 (as subsequently amended)

Samantha Alexandra Grant and James Julian Cooney (each a "Seller") Service Stream Ltd (ABN 58 008 027 978) ("Purchaser")

Mallesons Stephen Jaques

Level 50, Bourke Place 600 Bourke Street Melbourne VIC 3000 DX 101 Melbourne R Kennedy / C Hollingsworth 03-5153-1954

$\mathbb{Z}$

Share Purchase Agreement Contents

Details		1
	General terms	3
1	Conditions Precedent	3
1.1	Conditions Precedent	3
1.2	Waiver	3
1.3	Termination of agreement by either party	3
1.4	Termination for Material Adverse Change	3
2	Sale and purchase of Shares	3
2.1	Sale and purchase	3
2.2	Shares free from Encumbrance	4
2.3	Title and property	4
3	Purchase Price	4
4	Completion	4
4.1	Time and place of Completion	4
4.2	Items to be delivered at Completion by each Seller	4
4.3	Items to be delivered at Completion by Purchaser	5
5	Payment	5
5.1	Payment of the Initial Purchase Price	5
5.2	Payment of the Balance of the Purchase Price	5
5.3	Early payment of Balance of Purchase Price	5
5.4	Payment of Purchase Price	6
5.5	Security for the Balance of the Purchase Price	6
5.6	Options exercised	6
6	Options Conditions Precedent	6
6.1	Conditions Precedent to Options	6
6.2	Waiver	6
7	Grant of Options	6
7.1	Call Option	6
7.2	Put Option	7
7.3	No interference	7
8	Duration of Call Option	7
9	Exercise of Option	7
10	Terms of transfer of Option Shares	7
10.1	Effect of exercise of Options	7
10.2	Shares free from Encumbrance	7
10.3	Title and property	7
10.4	Invalid exercise	8

$\bar{1}$

$\mathcal I$

10.5	Exercise of an Option must not breach a law	8
$\blacksquare$	Olvaing	o
11.1	Unconditional obligation to Close	8
11.2	FIRB	8
11.3	Time and place of Closing	8
11.4	Items to be delivered at Closing	9
12	Payment	9
12.1	Consideration	9
12.2	Acknowledgment	9
13	Power of attorney	10
13.1	Appointment	10
13.2	Specific powers	10
13.3	Ratification and confirmation	10
13.4	Valuable consideration	10
14	Pro Rata Offer	10
15	No restriction on control of voting and disposal	10
16	Warranties	11
16.1	Seller Warranties	11
16.2	Purchaser Warranties	11
16.3	No further warranties	11
17	Further assurances	12
17.1	Additional steps	12
17.2	Best endeavours	12
17.3	Payment	12
18	Notices	13
18,1	Form of notices	13
18.2	Time of receipt	13
18.3	Letter or facsimile	13
19	Miscellaneous	13
19.1	Waiver and variation	13
19.2	Remedies cumulative	13
19.3	No merger	14
19.4	Counterparts	14
19,5	No partnership or agency	14
19.6 19.7	More than one seller Costs	14
		14
20	Governing law and jurisdiction	14
20.1	Governing law	14
20.2	Jurisdiction	15
21	Interpretation	15
21.1	Definitions	15
21.2	References to certain general terms	19

$\mathbf{u}$

21.3 Headings	20
Signing page	21 $\overline{\phantom{0}}$
Annexure A (clause 9(a))	22
Notice of Exercise of Call Option	22
Annexure B (clause 9(b))	23
Notice of Exercise of Put Option	23
Annexure C - Share Mortgage	24

$\hat{\mathcal{A}}$

$\ddot{\phantom{a}}$

Share Purchase Agreement

Details

Interpretation - definitions are at the end of the General terms

Parties	Purchaser and each Seller
3eller	Name	Samantha Alexandra Grant
	Address	Willow Court 7 West Way Oxford OX2 0JB
	Telephone	+44 1865 261300
	Fax	+44 1865 261301
Seller	Name	James Julian Cooney
	Address	Willow Court 7 West Way Oxford QX2 0JB
	Telephone	+44 1865 261300
	Fax	+44 1865 261301
Purchaser	Name	Service Stream Ltd
	ABN	58 008 027 978
	Incorporated in	Commonwealth of Australia
	Address	Level 12 555 Lonsdale Street Melbourne VIC 8001
	Telephone	$(03)$ 9677 8888
	Fax	$(03)$ 9677 8800
	Attention	Chief Executive Officer
Recitals	Α	Each Seller is, at the date of this agreement, the registered holder and beneficial owner of 24,662,154 fully paid ordinary shares in the capital of the Company.
	в	Subject to the satisfaction of the Condition Precedent and the terms of this agreement, each Seller has agreed to sell and the Purchaser has agreed to purchase the Shares.

$\hat{\mathbf{r}}$

С	The parties have further agreed to create the Options in respect of the Shares, subject to the terms and conditions of this agreement.

$\hat{\mathbf{r}}$

	Governing law New South Wales
Date of agreement	See signing page

Share Purchase Agreement

General terms

Part 1 - Condition Precedent

Conditions Precedent 1

$1.1$ Conditions Precedent

This agreement is of no force or effect unless and until:

the condition in clause $2.1(i)$ of the Merger Implementation $\rm(a)$ Agreement is satisfied (including without limitation a resolution under item 7 of the table in section 611 of the Act in respect of the acquisition of the Shares under this agreement); and
a meeting of the shareholders of the Purchaser is held for the purposes $(b)$ of section $411(4)(a)(ii)$ of the Act, and the shareholders of the Purchaser approve the resolutions proposed at that meeting for the purposes of giving effect to the Scheme in accordance with the requirements of section $411(4)(a)(ii)$ of the Act.

$1.2$ Waiver

Neither the Sellers nor the Purchaser are entitled to waive the Condition Precedent.

$1.3$ Termination of agreement by either party

If the Condition Precedent is not satisfied by the Quit Date or any later date agreed by the Seller and the Purchaser, then this agreement will terminate without ever having been of any force or effect.

$1.4$ Termination for Material Adverse Change

If, between the date of this agreement and the Effective Date, a Material Adverse Change occurs in respect of the Company, the Purchaser may by notice to the Sellers terminate this agreement with immediate effect without this agreement ever having been of any force or effect.

Part 2 - Sale of Shares

$\overline{2}$ Sale and purchase of Shares

$2.1$ Sale and purchase

Each Seller agrees to sell and the Purchaser agrees to buy the Shares from the Sellers, subject to the terms and conditions of this agreement.

$2.2$ Shares free from Encumbrance

The Shares must be transferred free from any Encumbrance and with all rights attached or accruing to the Shares on and from Completion.

$2.3$ Title and property

Each party acknowledges and agrees that full legal and beneficial title to, and property in, the Shares of each Seller:

remains solely with the Seller until Completion; and $(a)$
transfers absolutely to the Purchaser with effect on and from $(b)$ Completion.

$\overline{\mathbf{3}}$ Purchase Price

The total consideration payable by the Purchaser to the Sellers for the Shares is the Purchase Price.

4 Completion

$4.1$ Time and place of Completion

Completion will take place at the Purchaser's offices in Melbourne, Australia on the Completion Date at the time which is 1 hour after close of the TCI Shareholders Meeting, or such other time and place agreed by the parties.

$4.2$ Items to be delivered at Completion by each Seller

At Completion, each Seller will:

take any action and steps and execute any documents required to $(a)$ effect the transfer of the Shares to the Purchaser in accordance with this agreement, including, without limitation:
$\left( i\right)$ giving or providing any messages or instructions required to transfer the Shares to the Purchaser as an off-market, real time, transfer in accordance with the ASTC Settlement Rules and to a sub-register (whether CHESS or an Issuer Sponsored Subregister) notified by the Purchaser to the Sellers; and
$(ii)$ giving or providing any message or any other instructions in relation to the Shares to the Seller's Controlling Participant or any other person which is necessary to transfer the Shares to the Purchaser:
provide evidence reasonably satisfactory to the Purchaser that the (b) steps required under paragraph (a) have been taken by the Sellers, and that the Purchaser has been registered as the holder of the Shares (including, without limitation, a CHESS statement bearing the name of the Purchaser as the registered holder of the Shares); and

$\left(\circ\right)$ provide or procure the provision of any other document and take or procure the taking of any action or step which is reasonably required by the Purchaser to effect and evidence the transfer of the Shares from each Seller to the Purchaser.

$4.3$ Items to be delivered at Completion by Purchaser

At Completion, the Purchaser will:

provide each Seller with a duly executed Share Mortgage to secure $(a)$ the Initial Purchase Price:
$(b)$ if it is able to do so under the ASTC Settlement Rules or other applicable rules, place a Holding Lock (as that term is defined in the ASTC Settlement Rules) on the Shares in favour of the Sellers which will stay in place until such time as the Purchase Price has been paid in full or an Options has been exercised; and
provide or procure the provision of any other document which is $(c)$ reasonably required by the Sellers to evidence the compliance with this clause 4.3.

5 Payment

$5.1$ Payment of the Initial Purchase Price

On the Payment Date the Purchaser will pay (or procure payment of) one half of the Initial Purchase Price to each Seller.

$5.2$ Payment of the Balance of the Purchase Price

The Purchaser will pay (or procure payment of) one half of the Balance of the Purchase Price to each Seller on the second anniversary of the Payment Date. or such earlier date determined under clause 5.3.

$5.3$ Early payment of Balance of Purchase Price

$(a)$ If, at any time during the period commencing on the date of this agreement and ending on the first anniversary of the Payment Date the VWA Price is \$1.80 or more, the Purchaser will make the payment under clause 5.2 on the Business Day after the first anniversary of the Payment Date.
$(b)$ If, at any time during the period commencing on the day after the first anniversary of the Payment Date and ending on the second anniversary of the Payment Date, the VWA Price is \$1.80 or more, if the Purchaser has not made payment under clause 5.2 at that time the Purchaser will make payment under clause 5.2 on the 20th Business Day after the end of the 90 day period used to calculate that VWA Price.

$5.4$ Payment of Purchase Price

The Initial Purchase Price and the Balance of the Purchase Price will be paid by telegraphic transfer to the bank account nominated by the Sellers (or by such other method agreed with the Sellers).

Security for the Balance of the Purchase Price 5.5

The Purchaser undertakes to the Sellers that it will procure that the Company grants to the Sellers a fixed and floating charge over the property and assets of the Company to secure the Balance of the Purchase Price ranking after any securities granted by the Company to the third party financiers provided that:

the third party financiers of the Company consent to the Company $(a)$ granting the fixed and floating charge and in this respect, the Purchaser agrees to use its reasonable endeavours to procure the consent of the third party financiers; and
with respect to the fixed and floating charge, the Company's $(b)$ shareholders approve the provision of financial assistance by the Company in accordance with section 260B of the Act.

5.6 Options exercised

If any Option is exercised under Part 3, the Purchaser will not be required to make payment under this clause 5, but will be required to comply with clause $12.1(a)$ .

Part 3 - Options

Options Conditions Precedent 6

$6.1$ Conditions Precedent to Options

The Options may be exercised if, and only if, one of the following occurs:

(Initial Purchase Price) STR fails to pay the Initial Purchase Price in $(a)$ accordance with clause 5.1; or
(Court Order) a hearing of the court is held for the purposes of s $(b)$ 411(4)(b) of the Act, and the Court Order is not made.

$6.2$ Waiver

Neither the Seller nor the Purchaser is entitled to waive any of the conditions in clause 6.1.

Grant of Options $\overline{7}$

$7.1$ Call Option

The Purchaser grants to each Seller an irrevocable option for each Seller to purchase the Option Shares for the Option Price, subject to the terms and conditions of this agreement.

$7.2$ Put Option

Each Seller grants to the Purchaser an irrevocable option for the Purchaser to sell to each Seller the Option Shares for the Option Price, subject to the terms and conditions of this agreement.

$7.3$ No interference

The parties agree that they will not do any act, matter or thing which is inconsistent with the grant of an Option under this clause.

Duration of Call Option 8

The Options expire at 4.00 pm on the day which is 60 Business Days after the TCI Shareholders Meeting.

Exercise of Option 9

If the Sellers want to exercise the Call Option, each Seller must $\left( a\right)$ deliver to the Purchaser a Call Option Exercise Notice duly executed by or on behalf of each Seller.
$(b)$ If the Purchaser wants to exercise the Put Option, the Purchaser must deliver to the Sellers a Put Option Exercise Notice duly executed by or on behalf of the Purchaser.

Terms of transfer of Option Shares 10

$10,1$ Effect of exercise of Options

Upon exercise, the Options give rise to a legally binding agreement for the sale and transfer by the Purchaser, and the purchase by the Sellers, of the Option Shares on the terms and conditions specified in Part 3 of this agreement.

$10.2$ Shares free from Encumbrance

The Option Shares must be transferred free from any Encumbrance and with all rights attached or accruing to the Option Shares on and from Closing.

Title and property $10.3$

Each party acknowledges and agrees that full legal and beneficial title to, and property in, the Option Shares:

$\left( \alpha \right)$ remains solely with the Purchaser until Closing; and
transfers absolutely to the each Seller with effect on and from (b) Closing.

$10.4$ Invalid exercise

The purported exercise of the Call Option under an invalid Call $(a)$ Option Exercise Notice does not prevent the Sellers from exercising the Call Option under a valid Call Option Exercise Notice.
The purported exercise of the Put Option under an invalid Put Option $(b)$ Exercise Notice does not prevent the Purchaser from exercising the Put Option under a valid Put Option Exercise Notice.
For the avoidance of doubt, Closing of the sale and purchase of the $\rm (c)$ Option Shares may occur after the expiration of the Options.

Exercise of an Option must not breach a law $10.5$

If the exercise of an Option will contravene a law or an ASX Listing Rule, then the provisions of the Option will be varied so as to permit the Option to be exercised in a manner or at a time that will not give rise to a contravention.

11 Closing

$11.1$ Unconditional obligation to Close

Closing will not be subject to any conditions, except as specified in clause $11.2(b)$ .

$11.2$ FIRB

$(a)$ The Seller will make any notice or application required, and will use its reasonable endeavours, to procure and ensure that one of the following occurs as soon as reasonably possible after the date on which an Option is exercised:
$(i)$ the Treasurer (or his delegate) provides written advice with or without conditions that there are no objections under Australia's foreign investment policy to the proposed acquisition by the Sellers of the Option Shares; or
$(ii)$ following notice of the proposed acquisition of the Option Shares having been given by the Sellers to the Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cwlth), the Treasurer ceases to be empowered to make any order under Part II of that Act because of lapse of time,
$(b)$ Closing will be conditional on one of the matters specified in subparagraphs $(a)(i)$ and $(a)(ii)$ occurring.

$11.3$ Time and place of Closing

Closing will take place at the Purchaser's offices in Melbourne, Australia at 12 noon on the Closing Date, or such other time and place agreed by the parties.

Items to be delivered at Closing $11.4$

At Closing, the Purchaser will:

take any action and steps and execute any documents required to $(a)$ effect the transfer of the Option Shares to each Seller in accordance with this agreement, including, without limitation:
$(i)$ giving or providing any messages or instructions required to transfer the Option Shares to each Seller as an off-market, real time, transfer in accordance with the ASTC Settlement Rules and to a sub-register (whether CHESS or Issuer Sponsor) notified by the Sellers to the Purchaser; and
giving or providing any message any other instructions in $(ii)$ relation to the Option Shares to the Purchaser's Controlling Participant or any other person which is necessary to transfer the Option Shares to each Seller,
provide evidence reasonably satisfactory to each Seller that the steps $(b)$ required under paragraph (a) have been taken by the Purchaser, and that each Seller has been registered as the holder of the Option Shares (including, without limitation, a CHESS statement bearing the name of each Seller as the registered holder of the Option Shares); and
provide or procure the provision of any other document, action nor $\left( \circ \right)$ step which is reasonably required by the Purchaser to effect and evidence the transfer of the Option Shares from the Purchaser to each Seller.

$12$ Payment

$12.1$ Consideration

At Closing:

$(a)$ the Purchaser will furnish each Seller with a promissory note by way of satisfaction of the Purchase Price under clauses 5.1 and 5.2 (whereupon no further payment is required by the Purchaser for the Shares); and
$(b)$ each Seller will return the promissory note furnished under paragraph (a) to the Purchaser by way of satisfaction of the Option Price (whereupon no further payment is required by the Sellers for the Option Shares).

$12.2$ Acknowledgment

Each Seller and the Purchaser acknowledge that upon receipt of the promissory notes as contemplated by clause 12.1, neither party will have any further claim against the other in respect of the notes.

Part 4 - General

13 Power of attorney

$13.1$ Appointment

Subject to satisfaction of the Condition Precedent, each Seller irrevocably appoints the Purchaser (or its nominee) to be his or her attorney from the Effective Date until the date which is the later of 60 calendar days after the Completion Date or the Ouit Date (as the case may be) for the purpose of effecting and perfecting the obligations of the Sellers as contemplated by this agreement (including, without limitation, the Completion obligations under clause 4 and the Closing obligations under clause 11.

Specific powers $13.2$

Each Seller authorises the Purchaser to do in the name of that Seller and on his or her behalf everything necessary or expedient to:

transfer the Shares to the Purchaser or the Option Shares to the $(a)$ Sellers, in accordance with this agreement; and
do any other act or thing which is necessary to effect the sale and $(b)$ transfer of the Shares to the Purchaser or the sale and transfer of the Option Shares to the Sellers (including, without limitation, execution of share transfer documentation) as contemplated by this agreement.

$13.3$ Ratification and confirmation

Each Seller declares that all acts and things done by the Purchaser in exercising powers under this power of attorney will be as good and valid as if they had been done by that Seller and agrees to ratify and confirm whatever the Purchaser does in exercising powers under this power of attorney.

$13.4$ Valuable consideration

Each Seller declares that this power of attorney is given for valuable consideration and is irrevocable from the Effective Date. The Purchaser is expressly authorised to do any act as a result of which a benefit is conferred on it.

$14$ Pro Rata Offer

The Sellers agree to sell the Pro Rata Offer Shares for which they receive acceptances under the Pro Rata Offer.

15 No restriction on control of voting and disposal

This agreement does not:

$(a)$ confer any control over, or power to substantially influence, the exercise of a voting right attached to the Shares; or

restrict disposal of the Shares at any time by the Sellers for a period $(b)$ of more than 3 months after the date of this agreement.

Nothing in paragraph (b) relieves the Sellers from their respective obligations to transfer the Shares to the Purchaser under Part 2 upon satisfaction of the Condition Precedent.

$16$ Warranties

Seller Warranties $16.1$

Each Seller represents and warrants to the Purchaser that each of the following statements is true and accurate as at the Effective Date and as at the Completion Date:

the Seller is the registered holder and beneficial owner of his or her $(a)$ Shares:
$(b)$ there are no Encumbrances over or affecting the Shares;
the Shares are registered on the CHESS sub-register of the Company; $\left( c\right)$ and
$(d)$ the entry into and performance of this agreement by the Seller does not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement, undertaking or other instrument, by which each Seller is bound.

Purchaser Warranties $16.2$

The Purchaser represents and warrants to the Sellers that each of the following statements is true and accurate as at the Effective Date and as at the Completion Date:

the Purchaser has full power and authority to enter into this $\left( a\right)$ agreement in accordance with its terms and has taken all necessary action and obtained all necessary consents to authorise the execution, delivery and performance of this agreement in accordance with its terms; and
$(b)$ this agreement constitutes a legally valid and binding obligation of the Purchaser and is enforceable in accordance with its terms.

$16.3$ No further warranties

The Purchaser acknowledges and agrees that:

$(a)$ the Sellers give no representation or warranty in relation to the Company (including without limitation the business or financial position of the Company); and
$(b)$ without limiting paragraph (a), the Purchaser has relied on its own enquiries in relation to the Company (including without limitation the business or financial position of the Company) before entering into

this agreement (and, in particular, has not relied on any representation or warranty given by the Sellers).

$17$ Further assurances

$17.1$ Additional steps

If neither of the circumstances referred to in clause 6.1 arises (such that the right to exercise the Options never arises) and if the transfer of the Shares to the Purchaser under this agreement is not effective (or is determined not to be effective) for any reason, each Seller will, upon notice from the Purchaser, do everything reasonably required or desirable (as determined by the Purchaser and notified in writing to the Sellers) to effect and give effect to a selective capital reduction by the Company ("Capital Reduction") under which all the Shares will be cancelled by the Company as soon as possible for nil consideration payable by the Company to the Sellers (including without limitation execution and delivery of any documents or instruments and exercise of any voting rights attaching to the Shares for that purpose).

$17.2$ Best endeavours

STR must use its best endeavours to procure that:

a meeting of TCI shareholders is held, as soon as possible after the $(a)$ date on which the Purchaser first gives notice to the Sellers under clause 17.1, to approve the Capital Reduction; and
the Capital Reduction is approved at the meeting. $(b)$

$17.3$ Payment

If, on or before the date which is 90 days after the date on which the Purchaser first gives notice to the Sellers under clause 17.1 (or such other date agreed between the parties):

all the Shares have been cancelled in accordance with clause 17.1, the $(a)$ Purchaser will be entitled to be paid and retain the full amount of the Purchase Price paid or payable under this agreement and retain all security given to the Sellers in connection with the payment of the Purchase Price; or
$(b)$ all the Shares have not been cancelled in accordance with clause 17.1
$(i)$ the Sellers will not be entitled to receive and must immediately refund in full to the Purchaser any part of the Purchaser Price already paid to the Sellers, and the Purchaser will not be required to pay to the Sellers any part of the Purchaser Price which is then unpaid;
any securities given to the Sellers in connection with the $(ii)$ payment of the Purchaser Price will be immediately released by each Sellers on an unconditional basis; and

$(iii)$ the Sellers will retain unencumbered ownership of all of the Shares and will be under no further obligation in respect of those Shares under this agreement.

18 Notices

Form of notices $18.1$

A notice, approval, consent, or other communication in connection with this agreement:

must be in writing; $\rm(a)$
must be marked for the attention of the person specified in the (b) Details; and
must be left at the address of the addressee or, except where it is $\left( c\right)$ required to be delivered, sent by prepaid ordinary post to the address of the addressee or sent by facsimile to the facsimile number of the addressee which is specified in the Details or if the addressee notifies another address or facsimile number then to that address or facsimile number.

18.2 Time of receipt

A notice, approval, consent or other communication takes effect from the time it is received unless a later time is specified in it.

Letter or facsimile $18.3$

A letter or facsimile is taken to be received:

in the case of a posted letter, on the third (seventh, if posted to or $(a)$ from a place outside Australia) day after posting; and
$(b)$ in the case of a facsimile, on production of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient.

Miscellaneous 19

$19.1$ Waiver and variation

A provision of or a right created under this agreement may not be waived or varied except in writing, signed by the party or parties to be bound.

$19.2$ Remedies cumulative

The rights, powers and remedies provided in this agreement are in addition to other powers or remedies given by law independently of this agreement.

$(iii)$ the Sellers will retain unencumbered ownership of all of the Shares and will be under no further obligation in respect of those Shares under this agreement.

Notices 18

Form of notices $18.1$

A notice, approval, consent, or other communication in connection with this agreement:

must be in writing; $\left( a\right)$
must be marked for the attention of the person specified in the $(b)$ Details; and
must be left at the address of the addressee or, except where it is $\left( c\right)$ required to be delivered, sent by prepaid ordinary post to the address of the addressee or sent by facsimile to the facsimile number of the addressee which is specified in the Details or if the addressee notifies another address or facsimile number then to that address or facsimile number.

Time of receipt 18.2

A notice, approval, consent or other communication takes effect from the time it is received unless a later time is specified in it.

Letter or facsimile 18.3

A letter or facsimile is taken to be received:

in the case of a posted letter, on the third (seventh, if posted to or $(a)$ from a place outside Australia) day after posting; and
in the case of a facsimile, on production of a transmission report by $(b)$ the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient.

19 Miscellaneous

$19.1$ Waiver and variation

A provision of or a right created under this agreement may not be waived or varied except in writing, signed by the party or parties to be bound.

$19.2$ Remedies cumulative

The rights, powers and remedies provided in this agreement are in addition to other powers or remedies given by law independently of this agreement.

19.3 No merger

The warranties, undertakings and indemnities in this agreement do not merge on Completion.

$19.4$ Counterparts

This agreement may consist of a number of copies of this agreement each signed by one or more parties to the agreement. When taken together, the signed copies are treated as making up the one document.

19.5 No partnership or agency

Nothing in this agreement makes a party a partner, agent or legal representative of any other party.

19.6 More than one seller

If "Seller" comprises more than one person, then:

(references to "Seller" and "Shares") references to the "Seller" $(a)$ mean each of those persons and references to "Shares" means, in relation to each person, the shares in the Company determined in accordance with the definition of "Shares";
$(b)$ (simultaneous completion) the Purchaser is not obliged to Complete or Close unless each Seller Completes or Closes (as the case may be) simultaneously;
(waiver of pre-emption rights) each Seller waives in favour of the $\circ$ Purchaser any pre-emption or other rights which it has now or might otherwise have in respect of any of the Shares held by each other Seller;
$(d)$ (liability) the liability of each Seller under this agreement is joint and several; and
$(e)$ (payments) any payment to be made by the Purchaser to the Seller will be paid to each Seller in equal proportions.

19.7 Costs

The parties agree to pay their own legal and other costs and expenses in connection with the preparation, execution and completion of this agreement and other related documentation except for stamp duty.

Governing law and jurisdiction 20

$20.1$ Governing law

This agreement and the transactions contemplated by this agreement are governed by the law in force in New South Wales, Australia.

20.2 Jurisdiction

Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them for determining any dispute concerning this agreement, or the transactions contemplated by this agreement. Each party waives any right it has to object to an action being brought in those courts, including, without limitation by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

$21$ Interpretation

$21.1$ Definitions

These meanings apply unless the contrary intention appears.

Accounting Standards has the meaning given to that term in section 9 of the Act.

Act means the Corporations Act 2001 (Cwlth).

ASTC means ASX Settlement and transfer Corporation Pty Ltd (ABN 49 008 504 532).

ASTC Settlement Rules means the operating rules of the Settlement Facility provided by ASTC and for the purposes of this deed includes the Procedures.

ASX means Australian Stock Exchange Limited or the market conducted by that entity.

Balance of the Purchase Price means \$10,000,000.00.

Business Day means a day other than a Saturday, Sunday or public holiday.

Call Option means the option granted by the Purchaser to each Seller under clause 7.1.

Call Option Exercise Notice means a written notice exercising the Call Option in the form of annexure "A"

CHESS means the Clearing House Electronic Subregister System, which provides for electronic share transfers.

Claim includes any allegation, debt, cause of action, Liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent, whether at law, in equity, under statute or otherwise.

Closing means completion of the sale and purchase of the Option Shares to be transferred from the Purchaser to each Seller in accordance with clauses 11 and 12 and Close has a corresponding meaning.

Closing Date means the date which is 2 Business Days after the date on which the Purchaser or the Sellers (as the case may be) exercise an Option, or (if later), the date on which the condition to Closing specified in clause 11.2(b) is satisfied, or any other date agreed by the parties.

Company means Total Communications Infrastructure Limited (ACN 072) 369 870).

Completion means the transfer of the Shares from each Seller to the Purchaser pursuant to clause 2.1 and in accordance with clause 4 and Complete has a corresponding meaning.

Completion Date means the date of the TCI Shareholders Meeting, or any other date agreed between the parties.

Conditions Precedent means the conditions precedent set out in clause 1.

Control has the meaning given in section 50AA of the Act.

Controlling Participant means the broker or non-broker participant who is designated as the controlling participant for the Shares in accordance with the ASTC Settlement Rules.

Court means a court of competent jurisdiction under the Act.

Court Order means an order of either the Federal Court of Australia or the Supreme Court of Victoria, made under section 411(4)(b) of the Act in relation to the Scheme.

Effective, when used in relation to the Scheme, means the coming into effect, pursuant to section 411(10) of the Act, of the Court Order, but in any event at no time before office copies of the orders of the Court are lodged with the Commission.

Effective Date means the date on which the Condition Precedent is satisfied.

Encumbrance means an interest or power:

$(a)$ reserved in or over any interest in any asset including, without limitation, any retention of title; or
$(b)$ created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power,

by way of security for the payment of debt or any other monetary obligation or the performance of any other obligation and any interest, right or power arising from any option, equity, preferential interest, adverse interest or third party claim or right of any kind and whether existing or agreed to be granted or created.

Government Agency means any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.

Initial Purchase Price equals:

$((40,324,308 + A-B) \times $1.0137)$ - \$10 million

Where:

A is the Pro Rata Offer Balance.

B is the total number of TCI Shares acquired by the Purchaser from the Sellers under the Option Deed.

Issuer Sponsored Subregister has the meaning given to that term in the ASTC Settlement Rules.

Liability means any liability or obligation (whether actual, contingent or prospective), including for any Loss irrespective of when the acts, events or things giving rise to the liability occurred.

Material Adverse Change means a matter, event or circumstance which either individually or when aggregated with other like matters, events or circumstances, is reasonably likely to have one of the following effects:

$(a)$ to diminish earnings before interest and taxation of the Company (calculated on the basis of the Accounting Standards) in the current or any future financial year by 10% or more; or
$(b)$ to diminish the net assets of the Company (calculated on the basis of the Accounting Standards) by 10% or more.

Merger Implementation Agreement means the agreement of that name dated on or about the date of this agreement, between STR and the Company, as varied by an Amending Deed dated on or about 25 October 2006.

Option means the Put Option and the Call Option.

Option Deed means the deed of that name between the parties dated on or about the date of this agreement.

Option Shares means, in circumstances where an Option is exercised, the Shares.

Option Price means an amount equal to the Purchase Price.

Payment Date means:

$(a)$ if the Court approves the Scheme under section $411(4)(b)$ of the Act. the day which is 5 Business Days after the Second Court Date (as that term is defined in the Merger Implementation Agreement); or
$(b)$ if the circumstances described in clause $6.1(b)$ arise, the date which is 61 Business Day after the TCI Shareholders Meeting.

Person means an individual or an entity, including a corporation, company, limited liability company, partnership, trust, association, Government Agency or any other body with legal personality separate from its equity holders or members.

Pro Rata Offer means the offer to sell the Pro Rata Offer Shares to TCI Shareholders (other than the Sellers) to be made by or on behalf of the Sellers on the following terms:

$(a)$ the offer will be made on a pro rata basis by reference to existing shareholdings of TCI Shareholders at the time the offer is made;
$(b)$ the offer price will be \$0.87 (ex dividend) per Pro Rata Share; and
the transfer of any Pro Rata Offer Shares will be conditional on the $\left( c\right)$ Scheme becoming Effective.

Pro Rata Offer Balance means the total number of Pro Rata Offer Shares. less the sum of:

$\left( 2\right)$ the number of Pro Rata Offer Shares in respect of which the Sellers, on or before the time the Pro Rata Offer closes, have received acceptances from TCI Shareholders under the Pro Rata Offer; and
$(b)$ the number of Pro Rata Offer Shares (not exceeding 5,747,126) acquired (or to be acquired) by any party other than under the Pro Rata Offer with the written consent of STR.

Pro Rata Offer Shares means, in respect of each Seller, 4.5 million TCI Shares, and, in respect of both Sellers, means 9 million TCI Shares.

Procedures has the meaning given to that term in the ASTC Settlement Rules.

Purchaser means Service Stream Ltd, as described in the Details.

Purchase Price means the consideration payable by the Purchaser for the Shares, as set out in clause 5.

Put Option means the option granted by each Seller to the Purchaser under clause 7.2.

Put Option Exercise Notice means a written notice exercising the Put Option in the form of annexure "B".

Quit Date means 31 December 2006.

Related Body Corporate has the meaning given in the Act.

Related Entity has the meaning given in the Act.

Scheme means the scheme of arrangement under Part 5.1 of the Act between the Purchaser and the Purchaser's shareholders and the holders of options in the Purchaser as described in the Merger Implementation Agreement.

Second Court Date means the day on which the Court makes an order pursuant to Section 411(4)(b) of the Act approving the Scheme.

Settlement Facility means the facility provided by ASTC as the holder of an Australian CS facility licence granted under the Act.

Share Mortgage means an equitable mortgage by the Purchaser in favour of each Seller in respect of the Shares substantially in the form of annexure C, or any other form agreed between the parties.

Shares means, in respect of each Seller, the number of TCI Shares which is equal to:

$(40,324,308 + A-B)/2$

Where:

A is the Pro Rata Offer Balance.

B is the total number of TCI Shares acquired by the Purchaser from the Sellers under the Option Deed.

Scheme means the scheme of arrangement under Part 5.1 of the Act between the Purchaser and the Purchaser's shareholders and the holders of options in the Purchaser as described in the Merger Implementation Agreement.

Seller means each of Samantha Alexandra Grant and James Julian Cooney as described in the Details and Sellers means both of them.

TCI Share means a fully paid ordinary share in the capital of the Company.

TCI Shareholders Meeting means the general meeting of the Company held on 18 December 2006 at which the shareholders of the Company vote on a resolution to approve the sale of the Shares under this agreement.

VWA Price means the volume weighted average price for TCI Shares on the ASX automated trading system with the average being calculated over a consecutive 90 day period.

$21.2$ References to certain general terms

Unless the contrary intention appears a reference in this agreement to:

$(a)$ (reference to clause) a clause, schedule, annexure or appendix is a reference to a clause of or schedule, annexure or appendix to this agreement and references to this agreement include any recital, schedule, annexure or appendix;
$(b)$ (reference to statutes) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them.
$\left( c\right)$ (singular includes plural) the singular includes the plural and vice versa;
$(d)$ (person) the word "person" includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association, or any Government Agency, or any combination of any of the foregoing; and

$(e)$ (executors, administrators, successors) person includes a reference to the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns.

Headings 21.3

Headings are for convenience and do not affect the interpretation of this agreement.

EXECUTED as an agreement

Signing page

DATED: 27 July 2006 (as subsequently amended) SIGNED for JAMES JULIAN COONEY SIGNED for SAMANTHA ALEXANDRA GRANT EXECUTED by SERVICE STREAM LTD

Annexure A (clause 9(a))

Notice of Exercise of Call Option

TO. Service Stream Ltd (ABN 58 008 027 978) ("Purchaser")

Samantha Alexandra Grant and James Julian Cooney ("Sellers") each exercise the Call Option granted by the Purchaser to each Seller under clause 7.1 of the Share Purchase Agreement dated on or about 27 July 2006 between the Purchaser and the Sellers, on the terms and conditions set out in the Share Purchase Agreement.

Terms which have been defined in the Share Purchase Agreement have the same meaning when used in this notice.

Dated: finsert date]

SIGNED by SAMANTHA ALEXANDRA GRANT in the presence of:
Signature of witness
Name of witness (block letters)	Signature of SAMANTHA ALEXANDRA GRANT
SIGNED by JAMES JULIAN COONEY in the presence of:
Signature of witness
Name of witness (block letters)	Signature of JAMES JULIAN COONEY

Annexure B (clause 9(b))

Notice of Exercise of Put Option

TO. Samantha Alexandra Grant and James Julian Cooney ("Sellers")

Service Stream Ltd (ABN 58 008 027 978) ("Purchaser") exercises the Put Option granted by each Seller to the Purchaser under clause 7.2 of the Share Purchase Agreement dated on or about 27 July 2006 between the Purchaser and the Sellers, on the terms and conditions set out in the Share Purchase Agreement.

Terms which have been defined in the Share Purchase Agreement have the same meaning when used in this notice.

Dated: finsert date]

EXECUTED by SERVICE STREAM LTD in accordance with section $127(1)$ of the Corporations Act 2001 (Cwlth) by authority of its directors:
Signature of director	Signature of director/company secretary delete whichever is not applicable
Name of director (block letters)	Name of director/company secretary (block letters) delete whichever is not applicable

Annexure C - Share Mortgage

See attached.

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Equitable Mortgage of Shares

Dated

Service Stream Ltd ABN 58 008 027 978 ("Mortgagor") James Julian Cooney and Samantha Alexandra Grant (together "Mortgagees")

Mallesons Stephen Jaques Level 50 Bourke Place 600 Bourke Street

Melbourne Vic 3000 Australia T +61 3 9643 4000 F +61 3 9643 5999 DX 101 Melbourne www.mallesons.com

THE REAL PROPERTY

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Equitable Mortgage of Shares Contents

Details		1
	General terms	$\overline{\mathbf{z}}$
1	Interpretation	2
11	Terms defined in the Share Purchase Agreement	2
1.2	Definitions	2
1.3	Settlement Rules	5
1.4	References to certain general terms	5
15	Number	6 6
16	Headings
$\mathbf{2}$	Mortgagor must pay the Secured Money	7
3	Mortgage
3.1	Mortgage
2.2	Mandatory action
3.3	Consideration
3.4	Limited recourse
4	Obligations to deposit documents and give notices
4.1	Obligations at signing of mortgage
4.2	Conversion of Uncertificated Shares to Certificated Shares
5	Dealings - such as selling or mortgaging
5.1	Restricted dealings
5.2	Where the law allows for creation of Encumbrance without consent
6	Other Encumbrances
6.1	Priority agreement
62	Amount secured by other Encumbrance
6.3	Obligations under other Encumbrance
6.4	Mortgagee may rely on third party certificates	10
6.5	Prospective liability	10 10
7	Dividends and votes
7.1	Before an Event of Default	10
7.2	After an Event of Default	10
7.3	No obligation on Mortgagee
8	Maintaining the Secured Property
و	Representations and warranties
9.1	Representations and warranties
9.2	Repetition of representations and warranties
9.3	Reliance

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6535411 1.doc	@ Mallesons Stephen Jaques Equitable Mortgage of Shares $ 26$ July 2006

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10	Payments	13
10.1	Manner of payment	13
10.2	Currency of payment	13
$\ddagger$	Interest	14
11.1	Obligation to pay	14
11.2	Rate of interest	14
11.3	Compounding	14
11.4	Interest following judgment	14
12	Costs and indemnities	14
12.1	What the Mortgagor agrees to pay	14
12.2	Indemnity	15 15
12.3	Items included in loss, liability and Costs	16
12.4	Payment of third party losses	16
12.5	Currency conversion on judgment debt	16
12.6	Payment for Mortgagor's obligations	16
13	Application of payments	16
13.1	Application of money	17
13.2	Order of payment	17
13.3	Suspense account	17
13.4	Remaining money Credit from date of receipt	17
13.5		17
14	Administrative matters	17
14.1	Deposit of documents	17
14.2	Registration of mortgage	17
14.3	Further steps Authority to fill in blanks	18
14.4 14.5	Supply of information	16
15	Rights the Mortgagee may exercise at any time	16
15.1	Authority to deal	16
15.2	Right to rectify	18
16	Default	19
16,1	Events of Default	19
16.2	Ensure no default	21
16.3	Investigation of default	21
16.4	Mortgagee's powers on default	21
16.5	Order of enforcement	21
17	Exclusion of time periods	21
17.1	No notice required unless mandatory	21 22
17.2	Mandatory notice period	22
13	Receivers
18,1	Terms of appointment of Receiver	22 22
18.2	More than one Receiver	22
18.3	Receiver is Mortgagor's agent	22
18.4	Receiver's powers

8535411 1.000	C Mallesons Stephen Jaques Equitable Mortgage of Shares $ 26$ July 2006

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19	Disposal of the Secured Property is final	23
20	Power of attorney	23
20.1	Appointment	23
20.2	Powers	23
21	Reinstatement of rights	24
22	Notices and other communications	24
22.1	Form - ali communications	24
22.2	Form - communications sent by email	24
22.3	Delivery	24
22.4	When effective	25
22.5	When taken to be received	25
23	General	25
23.1	Prompt performance	25
23.2	Consents	25
23.3	Cartificates	25
23.4	Set-off	26 26
23.5	Discretion in exercising rights	26
23.6	Partial exercising of rights	26
23.7	No liability for loss	26
23.8	Conflict of interest	26
23.9	Remedies cumulative	26
23.10	Other Encumbrances or judgments	27
23.11	Continuing security Indemnities	27
23.12	Rights and obligations are unaffected	27
23.13 23.14	Inconsistent law	27
23.15	Superannuation legislation	27
23.16	Supervening legislation	27
23.17	Time of the essence	27
23.18.	Variation and waiver	27
23.19	Confidentiality	28
23.20	Receipts	28
23.21	Each signatory bound	28
23.22	Counterparts	28
23.23	Governing law	29
23.24	Serving documents	29
	Signing page	30

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Equitable Mortgage of Shares

Details

Parties	Mortgagor and Mortgagee
Mortgagor	Name.	Service Stream Limited
	ABN	58 008 027 978
	Incorporated in	Commonwealth of Australia
	Address	Level 12 555 Lonsdale Street Melbourne VIC 8001
	Telephone	$(03)$ 9677 8888
	Fax	$(03)$ 9677 8800
	Attention	Chief Executive Officer
Mortgagees	Name	James Julian Cooney
	Adaress	[inseri]
	Telephone	[inseri]
Mortgagees	Name	Samantha Alexandra Grant
	Address	[insert]
	Telephone	[insert]
Date of mortgage	See Signing page

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Equitable Mortgage of Shares

General terms

Interpretation 1

Terms defined in the Share Purchase Agreement $1.1$

A term which has a defined meaning in the Share Purchase Agreement has the same meaning when used in this mortgage unless it is expressly defined in this mortgage, in which case the meaning in this mortgage applies.

$1.2$ Definitions

These meanings apply unless the contrary intention appears:

Attorney means each attorney appointed by the Mortgagor under clause 20 ("Power of attorney").

Authorised Officer means:

in the case of the Mortgagee, a director or secretary, or an officer $(a)$ whose title contains the word "director", "chief", "head", "president" or "manager" or a person performing the functions of any of them, or any other person appointed by the Mortgagee as an Authorised Officer for the purposes of this mortgage; and
in the case of the Mortgagor (if the Mortgagor is a company), a $\circ$ director or secretary or any other person appointed by the Mortgagor to act as an Authorised Officer for the purposes of this mortgage.

Certificate means the certificate which evidences title to a Share.

Certificated Share means a Share forming part of the Secured Property, title to which is evidenced by a Certificate.

Controller has the meaning it has in the Corporations Act.

Controlling Participant means the Mortgagee in its capacity as controlling participant of all Secured Property that is an Approved Financial Product under the Settlement Rules, or such other controlling participant who has entered into the Sponsorship Agreement.

Costs includes costs, charges and expenses, including those incurred in connection with advisers.

Details means the section of this mortgage headed "Details".

Share the Community of the State

Encumbrance means any:

security for the payment of money or performance of obligations, $(a)$ including a mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement; or
right, interest or arrangement which has the effect of giving another $(b)$ person a preference, priority or advantage over creditors including any right of set-off; or
third party right or interest or any right arising as a consequence of $(c)$ the enforcement of a judgment,

or any agreement to create any of them or allow them to exist.

Event of Default means an event so described in clause 16.1 ("Events of Default").

A person is Insolvent if:

it is (or states that it is) an insolvent under administration or insolvent $(a)$ (each as defined in the Corporations Act); or
it is in liquidation, in provisional liquidation, under administration or (b) wound up or has had a Controller appointed to its property; or
it is subject to any arrangement, assignment, moratorium or $\left( c\right)$ composition, protected from creditors under any statute, or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the Mortgagee); or
an application or order has been made (and, in the case of an $(d)$ application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of $(a)$ , $(b)$ or $(c)$ above; or
it is taken (under section 459F(I) of the Corporations Act) to have $(e)$ failed to comply with a statutory demand; or
it is the subject of an event described in section $459C(2)(b)$ or section $(f)$ 585 of the Corporations Act (or it makes a statement from which the Mortgagee reasonably deduces it is so subject); or
it is otherwise unable to pay its debts when they fall due; or $\left( g\right)$
something having a substantially similar effect to (a) to (g) happens $(h)$ in connection with that person under the law of any jurisdiction.

Issuer means a corporation which has issued Shares included in the Secured Property.

. . . . . . . . . . . . . . . . . . .

Material Adverse Effect means a material adverse effect on:

the Mortgagor's ability to comply with its obligations under this $(a)$ mortgage, or
the value of the Secured Property; or $(b)$
the Mortgagee's rights under a Transaction Document; or $\left(\mathrm{c}\right)$
the business or financial condition of the Mortgagor. $(d)$

Mortgagee means the person or persons so described in the Details.

Mortgagor means the person or persons so described in the Details. If there are more than one, the Mortgagor means each of them individually and every two or more of them jointly.

New Rights means the Mortgagor's interest in all dividends in connection with the Present Security.

Permitted Encumbrance means any pre-existing mortgage, charge or other security over the property and assets of the Mortgagor and includes any new mortgage, charge or other security.

Potential Event of Default means an event which, with the giving of notice, lapse of time or fulfilment of any condition, would be likely to become an Event of Default.

Present Security means the Mortgagor's interest in the following Shares:

Issuer	Identification number	Quantity	Class
#insert name#	#Insert share certificate no, or if uncertificated, the HIN/PID/SRN/UIC#	#inser#	#insert#
#insert name etc#

Receiver includes a receiver or receiver and manager.

Related Entity has the meaning it has in the Corporations Act.

Secured Money means the Initial Purchase Price payable under the Share Purchase Agreement.

Secured Property means the Present Security and the New Rights.

Security Notice means a notice in the form of schedule 2.

Settlement Rules means the Settlement Rules issued by the ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532).

Share means shares, stock units or units in the capital of a corporation.

REAL PROPERTY

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Share Purchase Agreement means an agreement between the Mortgagor and the Mortgagees executed on or about the date of this mortgage.

Sponsorship Agreement means the sponsorship agreement entered into between the Controlling Participant, the Mortgagor (and if the Controlling Participant is not the Mortgagee, the Mortgagee) on terms acceptable to the Mortgagee, and under which the Controlling Participant is the sponsor of all Secured Property that is an Approved Financial Product under the Settlement Rules.

Taxes means taxes, levies, imposts, charges and duties imposed by any authority (including stamp and transaction duties) together with any related interest, penalties, fines and expenses in connection with them, except if imposed on, or calculated having regard to, the overall net income of the Mortgagee.

Transaction Documents means:

this mortgage; $(a)$
the Share Purchase Agreement; and $(b)$
the Sponsorship Agreement. $\left( c\right)$

Transfer means a transfer of the Secured Property executed by the Mortgagor as transferor and which, in respect of Secured Property that is an Approved Financial Product under the Settlement Rules:

includes the Holder Identification Number; and $(a)$
is executed by the Controlling Participant. $(b)$

Uncertificated Share means a Share forming part of the Secured Property, title to which is not evidenced by a Certificate.

Settlement Rules 1.3

All expressions used in this mortgage which are defined or adopted in the Settlement Rules have the meanings given to them or adopted in respect of them in the Settlement Rules, unless the context otherwise requires.

References to certain general terms 1.4

Unless the contrary intention appears, in this mortgage:

a reference to a group of persons or things is a reference to any two or $\left( a\right)$ more of them jointly and to each of them individually;
an agreement, representation or warranty in favour of two or more $(b)$ persons is for the benefit of them jointly and each of them individually;
an agreement, representation or warranty by two or more persons $\left( c\right)$ binds them jointly and each of them individually, but an agreement,

The product of the company of the company

representation or warranty by a Mortgagee binds the Mortgagee individually only;

a reference to any thing (including an amount) is a reference to the $(d)$ whole and each part of it;
a reference to a document (including this mortgage) includes any $(e)$ variation or replacement of it;
the word "law" includes common law, principles of equity, and laws $(f)$ made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, reenactments or replacements of any of them);
a reference to accounting standards is a reference to the accounting $(g)$ standards as defined in the Corporations Act and a reference to an accounting term is a reference to that term as it is used in those accounting standards, or, if not inconsistent with those standards, in accounting principles and practices generally accepted in Australia;
a reference to Australian dollars, dollars, AS or \$ is a reference to the $(h)$ lawful currency of Australia;
the word "person" includes an individual, a firm, a body corporate, an $(i)$ unincorporated association and an authority;
a reference to a particular person includes the person's executors, $\ddot{\mathbf{0}}$ administrators, successors, substitutes (including persons taking by novation) and assigns;
the words "including", "for example" or "such as" when introducing $\left( k\right)$ an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;
an Event of Default or Potential Event of Default is "continuing" if it $(1)$ has not been waived by, or remedied to the satisfaction of, the Mortgagee;
a reference to the Corporations Act is a reference to the Corporations $(m)$ Act 2001 (Cwlth).

$1.5$ Number

The singular includes the plural and vice versa.

$1.6$ Headings

Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this deed.

School dealer's in the company's company

$\overline{2}$ Mortgagor must pay the Secured Money

The Mortgagor agrees to pay the Secured Money in accordance with the terms of any agreement in writing to do so. However, if either:

$(a)$ there is no such agreement; or
an Event of Default is continuing, $(b)$

the Mortgagee may declare at any time by notice to the Mortgagor that the. Secured Money is either payable on demand or immediately due for payment.

3 Mortgage

$3.1$ Mortgage

The Mortgagor:

mortgages to the Mortgagee the Present Security by way of equitable $(a)$ mortgage; and
mortgages to the Mortgagee the New Rights existing at the date of θЭ this mortgage with respect to the Present Security by way of equitable mortgage, and
agrees to mortgage to the Mortgagee, when acquired by the $\left( c\right)$ Mortgagor, the New Rights which arise after the date of this mortgage.
(d) for the purpose of securing payment of the Secured Money.

The Mortgagor does this as beneficial owner.

$3.2$ Mandatory action

To the extent that any law requires that something must be done (such as obtaining consent) before the Mortgagor may validly mortgage any of the Secured Property, the mortgage under clause 3.1 ("Mortgage") only takes effect in relation to that Secured Property when the thing required is done. The Mortgagor agrees to do anything necessary to ensure that it is done.

$3,3$ Consideration

The Mortgagor acknowledges giving this mortgage and incurring obligations and giving rights under this deed for valuable consideration received.

$3.4$ Limited recourse

The Mortgagor's liability to pay any amount under this mortgage may be discharged from, and the recourse of the Mortgagee is limited to, only the Secured Property. The Mortgagee may not seek to recover any shortfall in the amounts owing to it under this mortgage by bringing proceedings against the Mortgagor or applying to have the Mortgagor wound up.

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This applies despite anything else in this mortgage but subject to the rest of this clause 3.4 and clause Error! Reference source not found. ("When the limit does not apply").

The Mortgagee may:

do anything necessary to enforce its rights in connection with the $(a)$ Secured Property; and
take proceedings to obtain: $(b)$
an injunction or other order to restrain any breach of this $(i)$ mortgage by the Mortgagor; or
declaratory relief or other similar judgment or order as to the $(ii)$ obligations of the Mortgagor under this mortgage.

Obligations to deposit documents and give notices 4

Obligations at signing of mortgage $4.1$

The Mortgagor agrees to deposit with the Mortgagee or its nominee at the time of the Mortgagor's execution of this mortgage the number of Transfers specified by the Mortgagee of the Present Security with the name of the transferee and the consideration and date left blank.

Conversion of Uncertificated Shares to Certificated Shares $4.2$

If a Certificate is issued at any time after the execution of this mortgage in respect of any Uncertificated Share forming part of the Secured Property, the Mortgagor agrees to immediately deposit with the Mortgagee or its nominee:

that Certificate; and $(a)$
the number of replacement Transfers specified by the Mortgagee in $(b)$ respect of the Shares evidenced by that Certificate with the name of the transferee and the consideration and date left blank.

Dealings - such as selling or mortgaging 5

$5.1$ Restricted dealings

Without the consent of the Mortgagee, the Mortgagor may not, and may not agree to, do any of the following:

dispose of the Secured Property; $\left( a\right)$
create or allow to exist another Encumbrance over the Secured $\left($ b Property. (However, the Mortgagor is not in breach of this clause if an Encumbrance arises by operation of statute to secure an amount payable to an authority and the Mortgagor pays the amount within 14 days of its due date for payment);

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change the Controlling Participant in relation to any Secured Property $\left( c \right)$ that is an Approved Financial Product under the Settlement Rules, unless required or permitted under the Sponsorship Agreement;
waive any of the Mortgagor's rights or release any person from its $(d)$ obligations in connection with the Secured Property;
assign or otherwise deal with the Secured Property, this mortgage or $(e)$ any interest in them, or allow any interest in them to arise or be varied: or
take any action that will operate to convert a Certificated Share into $(f)$ an Uncertificated Share.

Where the law allows for creation of Encumbrance without consent 5.2

If a law entitles the Mortgagor to create another Encumbrance over the Secured Property without the consent of the Mortgagee, this clause 5 does not operate to require the Mortgagor to obtain the Mortgagee's consent before creating that other Encumbrance. However:

if the Mortgagor intends to create another Encumbrance, it agrees to $\left( a\right)$ notify the Mortgagee at least seven days before it proposes to do so; and
if the Mortgagee requests an agreement under clause 6.1 ("Priority" $(b)$ agreement") and the Mortgagor has not complied with that request by the time the Encumbrance is created, financial accommodation need not be made available under any Transaction Document.

Other Encumbrances 6

$6,1$ Priority agreement

If the Mortgagee asks, the Mortgagor agrees to obtain an agreement acceptable to the Mortgagee regulating priority between this mortgage and any other Encumbrance over the Secured Property.

$6.2$ Amount secured by other Encumbrance

The Mortgagor agrees to ensure that the amount secured under any other Encumbrance over the Secured Property is not increased without the Mortgagee's consent.

Obligations under other Encumbrance 6.3

The Mortgagor agrees to comply with all obligations under any other Encumbrance over the Secured Property.

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Mortgagee may rely on third party certificates 6.4

The Mortgagee may rely on a certificate from any other person with an Encumbrance over the Secured Property as to the amount that is owed to that other person.

Prospective liability 6.5

For the purpose only of fixing priorities under section 282 of the Corporations Act, the prospective liabilities (within the meaning of section 261 of the Corporations Act) secured by this mortgage include the obligations of the Mortgagor to pay or repay the Secured Money including all principal and amounts in the nature of principal, interest and amounts in the nature of interest, fees, Costs, amounts due under indemnities and all other amounts coming within the definition of Secured Money up to S#insert amount#.

Dividends and votes $\overline{7}$

$7.1$ Before an Event of Default

Until an Event of Default occurs or the Secured Property is registered in the Mortgagee's name:

$(a)$ the Mortgagor is entitled to retain all dividends or other income in respect of the Secured Property; and
the Mortgagor may exercise rights to take up further Shares in an θО. Issuer; and
the Mortgagor may exercise any voting power in respect of the (c) Secured Property as it sees fit; and
the Mortgagee may not exercise any voting power in respect of the $(d)$ Secured Property without the Mortgagor's consent.

After an Event of Default $7.2$

If an Event of Default occurs or the Secured Property is registered in the Mortgagee's name, then all rights of the Mortgagor under clause 7.1 ("Before" an Event of Default") immediately cease and:

$(a)$ the Mortgagor agrees to procure that all dividends or other income in respect of the Secured Property are paid directly to the Mortgagee; and
the Mortgagee is entitled to excretse the rights referred to in clauses $(b)$ 7.1(b) and 7.1(c) ("Before an Event of Default").

$7.3$ No obligation on Mortgagee

The Mortgagee need not:

do anything to obtain payment of any dividends or other income in $\left( 2\right)$ respect of the Secured Property; or

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vote at any meeting of shareholders of an issuer; or $(b)$
exercise rights in respect of the Secured Property; or $\langle c \rangle$
sell the Secured Property, $(d)$

even if it has reason to believe that the value of the Secured Property may fall. The Mortgagee is not responsible for loss as a result of such a failure to act or delay in so acting.

Maintaining the Secured Property $\bf{B}$

The Mortgagor agrees to:

(calls and Taxes) pay on time all amounts for which the Mortgagor $(a)$ is liable as owner of the Secured Property, including calls, instalments and Taxes; and
(details of New Rights) provide to the Mortgagee or its nominee, $\mathbf{r}$ immediately after becoming aware of the New Rights, particulars of all New Rights and all documentary or other evidence of New Rights; and
(Sponsorship Agreement) if any Secured Property is an Approved $(c)$ Financial Product under the Settlement Rules, ensure that at all times, a Sponsorship Agreement is in force; and
(Holder Record Lock) do everything within its power to remove any $(d)$ Holder Record Lock on the Secured Property; and
(value) not do anything, or permit anything to be done, or fail to do $\left(\cdot\right)$ anything, that materially lowers or might materially lower the value of the Secured Property; and
(notices) give the Mortgagee a copy of any notice and, at the $\bf{(1)}$ Mortgagee's request, any report, given to the shareholders of an Issuer; and
(laws) comply with all laws and requirements of authorities and the $\circ$ Mortgagor's other obligations in connection with the Secured Property to the extent that failure to do so would have, or is likely to have, a Material Adverse Effect; and
(maintain authorisations) obtain, renew on time and comply with $(h)$ the terms of each authorisation necessary to enter into this mortgage, comply with obligations under it and allow it to be enforced; and
$\left($ i $\right)$ (ranking) not to do anything that may result in the Mortgagee's rights ranking in priority behind any claim of the Mortgagor over the Secured Property.

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ويباديه الموقودة والأما وروق وداد

$\mathbf{I}$

Representations and warranties 9

Representations and warranties $9.1$

The Mortgagor represents and warrants (except in relation to matters disclosed to the Mortgagee and accepted by the Mortgagee in writing) that:

(owner of the Secured Property) it is the beneficial owner of, and $(a)$ has good title to, the Secured Property free from Encumbrance, other than any Permitted Encumbrance; and
(incorporation and existence) if the Mortgagor is a company, it has $(b)$ been incorporated in accordance with the laws of its place of incorporation, is validly existing under those laws and has power and authority to carry on its business as it is now being conducted; and
(fully paid) the Secured Property is fully paid up; and $\mathbf{(c)}$
(all interests in Issuer) it has disclosed to the Mortgagee all of its $(d)$ interest in Shares in the Issuer; and
(power) it has power to enter into this mortgage and comply with its $\left( \mathbf{c} \right)$ obligations under it; and
(no contravention or exceeding power) this mortgage and the $(f)$ transactions under it do not contravene its constituent documents (if any) or any law or obligation by which it is bound or to which any of its assets are subject, or cause a limitation on its powers (or, to the extent applicable, the powers of its directors) to be exceeded; and
(authorisations) it has in full force and effect the authorisations $\left( \underline{v} \right)$ necessary for it to enter into this mortgage, to comply with its obligations and exercise its rights under it and allow it to be enforced; and
(validity of obligations) its obligations under this mortgage are valid $\left( \mathbf{h}\right)$ and binding and are enforceable against it in accordance with its terms; and
(benefit) it benefits by entering into the Transaction Documents to $(i)$ which it is a party; and
(no benefit to related party) no person has contravened or will $\ddot{0}$ contravene section 208 or section 209 of the Corporations Act by entering into this mortgage or participating in any transaction in connection with this mortgage; and
$\mathbf{r}$ (Event of Default) no Event of Default or Potential Event of Default is continuing; and
(Mortgagee's rights take priority) the Mortgagee's rights rank in $\phi$ priority to any claim of the Mortgagor over the Secured Property; and

The Second Second

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(full disclosure) it has disclosed in writing to the Mortgagee all facts $(m)$ relating to the Mortgagor, this mortgage, the Secured Property and all things in connection with them, which are material to the assessment of the nature and amount of the risk undertaken by the Mortgagee in entering into any transaction relating to this mortgage and doing anything in connection with this mortgage or a transaction relating to it.

$9.2$ Repetition of representations and warranties

The representations and warranties in this clause 9 are taken to be made (by reference to the then current circumstances);

on each date on which the Mortgagor acquires Secured Property; and $\left( n\right)$
on each date on which financial accommodation is provided under $(b)$ the Transaction Documents: and
every three months after the date of this mortgage. $\left( c \right)$

$9.3$ Reliance

The Mortgagor acknowledges that the Mortgagee has entered into the Transaction Documents to which it is a party in reliance on the representations and warranties in this clause 9.

10 Payments

$10.1$ Manner of payment

The Mortgagor agrees to make payments under this mortgage:

in full without set-off or counterclaim, and without any deduction in $\left( 2 \right)$ respect of Taxes unless prohibited by law; and
$(b)$ if the payment relates to the Secured Money, in the currency in which the payment is due, and otherwise in Australian dollars in immediately available funds.

10.2 Currency of payment

The Mortgagor waives any right it has in any jurisdiction to pay an amount other than in the currency in which it is due. However, if the Mortgagee receives an amount in a currency other than that in which it is due:

$\left( 1\right)$ it may convert the amount received into the due currency (even though it may be necessary to convert through a third currency to do so) on the day and at such rates (including spot rate, same day value rate or value tomorrow rate) as it reasonably considers appropriate. It may deduct its usual Costs in connection with the conversion; and

the Mortgagor satisfies its obligation to pay in the due currency only $(b)$ to the extent of the amount of the due currency obtained from the conversion after deducting the Costs of the conversion.

11 Interest

$11.1$ Obligation to pay

The Mortgagor agrees to pay interest on any part of the Secured Money which is due for payment but which is not otherwise incurring interest. The interest accrues daily from (and including) the due date up to (but excluding) the date of actual payment and is calculated on actual days elapsed and a year of 365 days.

The Mortgagor agrees to pay interest owing under this clause on demand $\mathcal{L}_{\rm{max}}$ from the Mortgages.

$11.2$ Rate of interest

The rate of interest applying to each daily balance is the 60 day Bank Bill Swap Reference Rate last published on or before that day in The Australian Financial Review (or if no such rate is published, another rate set by the Mortgagee in good faith).

$11.3$ Compounding

Interest payable under clause 11.1 ("Obligation to pay") which is not paid when due for payment may be added to the overdue amount by the Mortgagee at intervals which the Mortgagee determines from time to time or, if no determination is made, every 30 days. Interest is payable on the increased overdue amount at the rate set out in clause 11.2 ("Rate of interest") and in the manner set out in clause $11.1$ ("Obligation to pay").

11.4 Interest following judgment

If a liability becomes merged in a judgment, the Mortgagor agrees to pay the Mortgagee on demand interest on the amount of that liability as an independent obligation. This interest:

$\left( a\right)$ accrues daily from (and including) the date the liability becomes due for payment both before and after the judgment up to (but excluding) the date the liability is paid; and
is calculated at the judgment rate or the rate in clause 11.2 ("Rate of (b) interest") (whichever is higher).

12 Costs and indemnities

12.1 What the Mortgagor agrees to pay

The Mortgagor agrees to pay or reimburse the Mortgagee on demand for:

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$(a)$ the Mortgagee's reasonable Costs in connection with:
the negotiation, preparation, execution and registration of, $(i)$ and payment of Taxes on, this mortgage; and
the general on-going administration of this mortgage. $(n)$ (including giving and considering consents, waivers, variations, discharges and releases and producing title documents); and
$(b)$ the Mortgagee's and any Receiver's Costs in otherwise acting in connection with this mortgage, such as enforcing or preserving rights (or considering doing so), or doing anything in connection with any enquiry by an authority involving the Mortgagor or any of its Related Entities, and
Taxes and fees (including registration fees) and fines and penalties in $\omega$ respect of any fees paid, or that the Mortgagee reasonably believes are payable, in connection with this mortgage or a payment or receipt or any other transaction contemplated by this mortgage. However, the Mortgagor need not pay a fine or penalty in connection with Taxes or fees to the extent that it has placed the Mortgagee in sufficient cleared funds for the Mortgagee to be able to pay the Taxes or fees by the due date.

The Mortgagee may debit any of these amounts to the Mortgagor's account before asking the Mortgagor to pay.

$12.2$ Indemnity

The Mortgagor indemnifies the Mortgagee against any liability or loss arising from, and any Costs incurred in connection with:

an Event of Default; or $\left( a\right)$
(b) any person exercising, or attempting to exercise, a right or remedy in connection with this mortgage after an Event of Default; or
$\left( c\right)$ the Secured Property or this mortgage; or
any indemnity the Mortgagee gives a Controller or administrator of $(d)$ the Mortgagor.

The Mortgagor agrees to pay amounts due under this indemnity on demand from the Mortgagee.

12,3 Items included in loss, liability and Costs

The Mortgagor agrees that:

the Costs referred to in clause 12.1 ("What the Mortgagor agrees to $\left( a\right)$ pay") and clause 16.3 ("Investigation of default"), and the liability or loss or Costs referred to in clause 12.2 ("Indemnity") include legal Costs in accordance with any written agreement as to legal costs

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(whether or not the Mortgagor is a party to that agreement) or, if no agreement, on whichever is the higher of a full indemnity basis or solicitor and own client basis:

$(b)$ the Costs referred to in clauses $12.1(a)$ and $12.1(b)$ ("What the Mortgagor agrees to pay²) include those paid, or that the Mortgagee reasonably believes are payable, to persons engaged by the Mortgagee in connection with this mortgage (such as consultants).

$12.4$ Payment of third party losses

The Mortgagor agrees to pay the Mortgagee on demand an amount equal to any hability or loss and any Costs of the kind referred to in clause $12.2$ ("Indemnity") suffered or incurred by:

$(a)$ any Receiver or Attorney; or
any of the Mortgagee's employees, officers, agents, or contractors; or $(b)$
any purchaser of the Secured Property. $\left( \mathbf{c} \right)$

Currency conversion on judgment debt $12.5$

If a judgment, order or proof of debt for an amount in connection with this mortgage is expressed in a currency other than the currency in which the amount is due under this mortgage, then the Mortgagor indemnifies the Mortgagee against:

$(a)$ any difference arising from converting the other currency if the rate of exchange used by the Mortgagee under clause 10.2 ("Currency of payment") for converting currency when it receives a payment in the other currency is less favourable to the Mortgagee than the rate of exchange used for the purpose of the judgment, order or acceptance of proof of debt; and
the Costs of conversion. $\phi$

The Mortgagor agrees to pay amounts under this indemnity on demand from the Mortgagee.

12.6 Payment for Mortgagor's obligations

The Mortgagor agrees to pay for anything that it agrees to do under this mortgage.

Application of payments 13

$13,1$ Application of money

The Mortgagee must apply money it receives under this mortgage towards paying the Secured Money in accordance with the Transaction Documents unless the Mortgagee is obliged to pay the money to anyone with a prior

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claim. However, if money received represents proceeds of an insurance claim, the Mortgagee may use it to reinstate the Secured Property.

$13.2$ Order of payment

The Mortgagee may use money received under this mortgage towards paying any part of the Secured Money the Mortgagee chooses, including by paying a later instalment before an earlier instalment. This applies even if that part only falls due after the Mortgagee gives a notice of demand.

Suspense account $13.3$

The Mortgagee may place in a suspense account any payment it receives from the Mortgagor for as long as it considers prudent and need not apply it towards satisfying the Secured Money.

$13.4$ Remaining money

The Mortgagee agrees to pay any money remaining after the Secured Money is paid either to the Mortgagor (which the Mortgagee may do by paying it into an account in the Mortgagor's name) or to another person entitled to it (such as another person with an Encumbrance over the Secured Property). In doing so, it does not incur any liability to the Mortgagor. The Mortgagee is not required to pay the Mortgagor interest on any money remaining after the Secured Money is paid.

Credit from date of receipt $13.5$

The Mortgagor is only credited with money from the date the Mortgagee actually receives it (including, where the Mortgagee has appointed a Receiver, the date the Receiver pays money to the Mortgagee).

14 Administrative matters

Deposit of documents 14.1

In addition to the Mortgagor's obligations under clause 4 ("Obligations to deposit documents and give notices") the Mortgagor agrees to deposit with the Mortgagee all other documents the Mortgagee requests relating to the Secured Property. However, the Mortgagor need not deposit them if another person is holding them under a Permitted Encumbrance which has priority over this mortgage.

$14.2$ Registration of mortgage

The Mortgagee may register this mortgage at the Mortgagor's expense.

Further steps 14.3

The Mortgagor agrees to do anything the Mortgagee asks (such as obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed):

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to provide more effective security over the Secured Property for $(a)$ payment of the Secured Money; or
to enable the Mortgagee to register this mortgage with the priority $(b)$ required by the Mortgagee; or
to enable the Mortgagee to exercise the Mortgagee's rights in $\mathbf{(c)}$ connection with the Secured Property; or
to bind the Mortgagor and any other person intended to be bound $(d)$ under this mortgage; or
to enable the Mortgagee to register the power of attomey in clause 20 $\left( c \right)$ ("Power of attorney") or a similar power; or
to show whether the Mortgagor is complying with this mortgage. $(f)$

Authority to fill in blanks $14.4$

The Mortgagor agrees that the Mortgagee may fill in any blanks in this mortgage or a document connected with it (such as Corporations Act forms or transfers for the Secured Property).

14.5 Supply of information

If the Mortgagee asks, the Mortgagor agrees to supply the Mortgagee with any information about or documents affecting:

the Secured Property, or $\bf{a}$
$(b)$ this mortgage.

15 Rights the Mortgagee may exercise at any time

15.1 Authority to deal

The Mortgagee may assign or otherwise deal with its rights under this mortgage in any way it considers appropriate. If the Mortgagee does this, the Mortgagor may not claim against any assignee (or any other person who has an interest in this mortgage) any right of set-off or other rights the Mortgagor has against the Mortgagee.

$15.2$ Right to rectify

The Mortgagee may do anything which the Mortgagor should have done under this mortgage but which the Mortgagor either has not done or, in the Mortgagee's opinion, has not done properly. If the Mortgagee does so, the Mortgagor agrees to pay the Mortgagee's Costs on demand.

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Default -16

Events of Default $16.1$

Each of the following is an Event of Default (whether or not it is within the Mortgagor's power to prevent it):

(non-payment) the Mortgagor does not pay any of the Secured $\left( a\right)$ Money on time and in the manner required under any agreement which imposes the obligation to pay it; or
(cross default) any present or future monetary obligations of the $(b)$ Mortgagor or any of its Subsidiaries for amounts totalling more than \$100,000 are not satisfied on time (or by the end of their period of grace) or become prematurely payable.

(In this clause $16.1(b)$ , a "monetary obligation" means a monetary obligation in connection with:

money borrowed or raised; or $(i)$
any hiring arrangement, redeemable preference share, letter $(ii)$ of credit or financial markets transaction (including a swap, option or futures contract), performance bond or guarantee facility; or
a guarantee or indemnity in connection with any of the things $(iii)$ referred to in clauses $16.1(b)(i)$ or $16.1(b)(ii)$ ; or
(enforcement against assets) distress is levied or a judgment, order $\left( c \right)$ or Encumbrance is enforced, or becomes enforceable, against any property of the Mortgagor or any of its Subsidiaries for amounts totalling more than \$200,000; or
(incorrect representation or warranty) a representation or warranty $\circ$ made, or taken to be made, by or for the Mortgagor in connection with any Transaction Document is found to have been incorrect or misleading when made or taken to be made; or
(voidable mortgage) this mortgage or a transaction in connection $(e)$ with it is or becomes (or is claimed to be) wholly or partly void, voidable or unenforceable or does not have (or is claimed not to have) the priority which the Mortgagee intended it to have ("claimed" in this paragraph means claimed by the Mortgagor or any of its Related Entities or anyone on behalf of any of them); or
(Material Adverse Effect) an event occurs which has, or is likely to $\circ$ have (or a series of events occur which, together, have or are likely to have) a Material Adverse Effect; or
(breach of undertaking) an undertaking given to the Mortgagee or $\left( \mathbf{g}\right)$ its solicitors by the Mortgagor or another person in connection with any Transaction Document is breached or not wholly performed within any period specified in the undertaking or, where no period is

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specified and the undertaking is not an ongoing undertaking, within seven days after the date of the undertaking; or

$(h)$ (Encumbrance) the Mortgagor attempts to create an Encumbrance over the Secured Property or allows one to exist or an Encumbrance comes into existence over the Secured Property, otherwise than in accordance with this mortgage; or
(Controller) a Controller is appointed in respect of any property of $(i)$ the Mortgagor or any of its Subsidiaries; or
$(i)$ (appointment of manager) a person is appointed under legislation to investigate or manage any part of the affairs of the Mortgagor or any of its Subsidiaries: or
$(V)$ (delisting) any of the Secured Property ceases to have official quotation on a stock exchange operated by Australian Stock Exchange Limited; or
$(1)$ (order under Corporations Act) an order is made in respect of the Secured Property under section 657D(2), 657E, 659C or Part 9.5 of the Corporations Act or proceedings are commenced under section 659B of the Corporations Act; or
(Issuer Insolvency) an Issuer becomes Insolvent; or $(m)$
$\omega$ (Insolvency) the Mortgagor or any of its Subsidiaries becomes Insolvent; or
$\circ$ (ceasing business) the Mortgagor or any of its Subsidiaries stops payment, ceases to carry on its business or a material part of it, or threatens to do either of those things, except to reconstruct or amalgamate while solvent on terms approved by the Mortgagee; or
$(p)$ (change in group structure) the Mortgagor ceases to be a Subsidiary of the company which is its holding company at the date of this mortgage, or a company ceases to be a Subsidiary of the Mortgagor; $O\Gamma$
(reduction of capital) without the consent of the Mortgagee, the $\left( q\right)$ Mortgagor or any of its Subsidiaries takes action to reduce its capital or buy back any of its shares or effects a resolution referred to in section 254N(1) of the Corporations Act ("Calls may be limited"); or
$\left( n\right)$ (default under other Transaction Document) an event occurs which is called an "event of default" under any Transaction Document other than this mortgage, or any other event occurs which renders enforceable a Transaction Document that comprises an Encumbrance; or
(non-compliance with other obligations) the Mortgagor does not $₍₅₎$ comply with any other obligation under any Transaction Document

and, if the non-compliance can be remedied, does not remedy the non-compliance within seven days.

Ensure no default $16.2$

The Mortgagor agrees to ensure that no Event of Default occurs.

Investigation of default $16.3$

If the Mortgagee reasonably believes that an Event of Default is, or may be, continuing the Mortgagee may appoint a person to investigate this. The Mortgagor agrees to co-operate with the person and comply with every reasonable request they make. If there is or was an Event of Default, the Mortgagor agrees to pay the Mortgagee all Costs in connection with the investigation.

Mortgagee's powers on default 16.4

If an Event of Default is continuing, the Mortgagee may do one or more of the following in addition to anything else the law allows the Mortgagee to do as mortgagee:

subject to clause 3.4 ("Limited recourse"), sue the Mortgagor for the $\left( 1\right)$ Secured Money; or
$(b)$ appoint one or more Receivers; or
do anything that a Receiver could do under clause 18.4 ("Receiver's $(c)$ powers").

16.5 Order of enforcement

The Mortgagee may enforce this mortgage before it enforces other rights or remedies:

$\omega$ against any other person; or
$(b)$ under another document, such as another Encumbrance.

If the Mortgagee has more than one Encumbrance, it may enforce them in any order it chooses.

$17$ Exclusion of time periods

$17.1$ No notice required unless mandatory

Neither the Mortgagee nor any Receiver need give the Mortgagor any notice or demand or allow time to elapse before exercising a right under this mortgage or conferred by law (including a right to sell) unless the notice, demand or lapse of time is required by law and cannot be excluded.

$\frac{1}{2}$

Mandatory notice period $17.2$

If the law requires that a period of notice must be given or a lapse of time must occur or be permitted before a right under this mortgage or conferred by law may be exercised, then:

when a period of notice or lapse of time is mandatory, that period of $(a)$ notice must be given or that lapse of time must occur or be permitted by the Mortgagee; or
when the law provides that a period of notice or lapse of time may be $(b)$ stipulated or fixed by this mortgage, then one day is stipulated and fixed as that period of notice or lapse of time including, if applicable, as the period of notice or lapse of time during which:
an Event of Default must continue before a notice is given or $\left( i\right)$ requirement otherwise made for payment of the Secured Money or the observance of other obligations under this mortgage, and
a notice or request for payment of the Secured Money or the $(i)$ observance of other obligations under this mortgage must remain not complied with before the Mortgagee or a Receiver may exercise rights.

18 Receivers

18.1 Terms of appointment of Receiver

In exercising its power to appoint a Receiver, the Mortgagee may:

appoint a Receiver to all or any part of the Secured Property or its $(a)$ income, and
Ъ) set a Receiver's remuneration at any figure the Mortgagee determines appropriate, remove a Receiver and appoint a new or additional Receiver.

More than one Receiver $18.2₁$

If the Mortgagee appoints more than one Receiver, the Mortgagee may specify whether they may act individually or jointly.

$18.3$ Receiver is Mortgagor's agent

Any Receiver appointed under this mortgage is the Mortgagor's agent unless the Mortgagee notifies the Mortgagor that the Receiver is to act as the Mortgagee's agent. The Mortgagor is solely responsible for anything done, or not done, by a Receiver and for the Receiver's remuneration and Costs.

$18,4$ Receiver's powers

Unless the terms of appointment restrict a Receiver's powers, the Receiver may do one or more of the following:

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sell, transfer or otherwise dispose of the Secured Property; $(a)$
obtain registration of the Secured Property in the Mortgagee's or its $(b)$ nominee's name;
do everything necessary to enable the Mortgagee or its nominee to $(c)$ receive any New Rights:
$(d)$ do anything else the law allows an owner or a Receiver of the Secured Property to do.

19 Disposal of the Secured Property is final

The Mortgagor agrees that if the Mortgagee or a Receiver sells or otherwise disposes of the Secured Property:

the Mortgagor will not challenge the acquirer's right to acquire the $(a)$ Secured Property (including on the ground that the Mortgagee or the Receiver was not entitled to dispose of the Secured Property or that the Mortgagor did not receive notice of the intended disposal) and the Mortgagor will not seek to reclaim that property; and
(b) the person who acquires the Secured Property need not check whether the Mortgagee or the Receiver has the right to dispose of the Secured Property or whether the Mortgagee or the Receiver exercises that right properly.

20 Power of attorney

20.1 Appointment

The Mortgagor irrevocably appoints the Mortgagee, each Authorised Officer of the Mortgages, and each Receiver individually as the Mortgagor's attorney and agrees to ratify anything an Attorney does under clause 20.2 ("Powers").

20.2 Powers

If an Event of Default is continuing, or the Mortgagee reasonably believes that an Event of Default may have occurred, an Attorney may:

$\bf{a}$ do anything which the Mortgagor can lawfully authorise an attorney to do in connection with this mortgage, the Secured Property, or which the Attorney believes is expedient to give effect to any of the Mortgagee's or a Receiver's rights (these things may be done in the Mortgagor's name or the Attorney's name, and they include signing and delivering documents, selling or transferring the Secured Property, starting, conducting and defending legal proceedings); and
$(b)$ delegate their powers (including this power) and revoke a delegation; and

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exercise their powers even if this involves a conflict of duty or they $(c)$ have a personal interest in doing so.

21 Reinstatement of rights

Under law relating to Insolvency, a person may claim that a transaction (including a payment) in connection with the Secured Money is void or voidable. If a claim is made and upheld, conceded or compromised, then:

the Mortgagee is immediately entitled as against the Mortgagor to the $(a)$ rights in respect of the Secured Money to which it was entitled immediately before the transaction; and
on request from the Mortgagee, the Mortgagor agrees to do anything $(b)$ (including signing any document) to restore to the Mortgagee any Encumbrance (including this mortgage) it held from the Mortgagor immediately before the transaction.

The Mortgagor's obligations under this clause are continuing obligations, independent of the Mortgagor's other obligations under this mortgage and continue after this mortgage ends.

22 Notices and other communications

$22.1$ Form - all communications

Unless expressly stated otherwise in this mortgage, all notices, certificates, consents, approvals, waivers and other communications in connection with this mortgage must be in writing, signed by the sender (if an individual) or an Authorised Officer of the sender and marked for the attention of the person identified in the Details or, if the recipient has notified otherwise, then marked for attention in the way last notified.

22.2 Form - communications sent by email

Communications sent by email need not be marked for attention in the way stated in clause 22.1 ("Form - all communications"). However, the email must state the first and last name of the sender.

Communications sent by email are taken to be signed by the named sender.

22.3 Delivery

Communications must be:

$(a)$ left at the address set out or referred to in the Details; or
$(b)$ sent by prepaid ordinary post (airmail, if appropriate) to the address set out or referred to in the Details; or
sent by fax to the fax number set out or referred to in the Details; or $(c)$
sent by email to the address set out or referred to in the Details; or (d)

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given in any other way permitted by law. $(e^{\lambda}$ $\mathcal{A}$

However, if the intended recipient has notified a changed address or fax number, then communications must be to that address or number.

When effective 22.4

Communications take effect from the time they are received or taken to be. received under clause 22.5 ("When taken to be received") (whichever happens first) unless a later time is specified.

When taken to be received 22.5

Communications are taken to be received:

if sent by post, three days after posting (or seven days after posting if $\bf{a}$ sent from one country to another); or
if sent by fax, at the time shown in the transmission report as the time $(b)$ that the whole fax was sent; or
if sent by email: $(c)$
$(i)$ when the sender receives an automated message confirming delivery; or
four hours after the time sent (as recorded on the device from $(ii)$ which the sender sent the email) unless the sender receives an automated message that the email has not been delivered,

whichever happens first.

-23 General

23.1 Prompt performance

Subject to clause 23.17 ("Time of the essence"):

if this mortgage specifies when the Mortgagor agrees to perform an $\left( \mathbf{z}\right)$ obligation, the Mortgagor agrees to perform it by the time specified; and
the Mortgagor agrees to perform all other obligations promptly. $(b)$

$23.2$ Consents

The Mortgagor agrees to comply with all conditions in any consent the Mortgagee gives in connection with this mortgage.

Certificates 23.3

The Mortgagee may give the Mortgagor a certificate about an amount payable or other matter in connection with this mortgage. The certificate is

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sufficient evidence of the amount or matter, unless it is proved to be incorrect.

$23.4 -$ Set-off

If an Event of Default is continuing, the Mortgagee may set off any amount owing by the Mortgagee to the Mortgagor (whether or not due for payment) against any amount due for payment by the Mortgagor to the Mortgagee under this mortgage.

The Mortgagee may do anything necessary to effect any set-off under this clause (including varying the date for payment of any amount owing by the Mortgagee to the Mortgagor and making currency exchanges). This clause applies despite any other agreement between the Mortgagor and the Mortgagee.

Discretion in exercising rights 23.5

The Mortgagee or a Receiver may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this mortgage expressly states otherwise.

Partial exercising of rights 23.6

If the Mortgagee or a Receiver does not exercise a right or remedy fully or at a given time, the Mortgagee or the Receiver may still exercise it later.

No liability for loss 23.7

Neither the Mortgagee nor a Receiver is liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy.

23.8 Conflict of interest

The Mortgagee's and any Receiver's rights and remedies under this mortgage may be exercised even if this involves a conflict of duty or the Mortgagee or Receiver has a personal interest in their exercise.

23.9 Remedies cumulative

The rights and remedies of the Mortgagee or a Receiver under this mortgage are in addition to other rights and remedies given by law independently of this mortgage.

23.10 Other Encumbrances or judgments

This mortgage does not merge with or adversely affect, and is not adversely affected by, any of the following:

any Encumbrance or other right or remedy to which the Mortgagee is $\left( a\right)$ entitled; or

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$(b)$ a judgment which the Mortgagee obtains against the Mortgagor in connection with the Secured Money.

The Mortgagee may still exercise its rights under this mortgage as well as under the judgment, other Encumbrance or the right or remedy.

23.11 Continuing security

This mortgage is a continuing security despite any intervening payment, settlement or other thing until the Mortgagee releases the Secured Property from this mortgage.

23.12 Indemnities

The indemnities in this mortgage are continuing obligations, independent of the Mortgagor's other obligations under this mortgage, and continue after this mortgage ends. It is not necessary for the Mortgagee to incur expense or make payment before enforcing a right of indemnity under this mortgage.

23.13 Rights and obligations are unaffected

Rights given to the Mortgagee or any Receiver under this mortgage and the Mortgagor's liabilities under it are not affected by anything which might otherwise affect them at law.

23.14 Inconsistent law

To the extent permitted by law, this mortgage prevails to the extent it is inconsistent with any law.

23.15 Superannuation legislation

If the Superannuation Industry (Supervision) Act 1993 (Cwith) prohibits the Mortgagor from mortgaging any of the Secured Property, this mortgage does not extend to that Secured Property.

23.16 Supervening legislation

Any present or future legislation which operates to vary the obligations of the Mortgagor in connection with this mortgage with the result that the Mortgagee's rights, powers or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

23.17 Time of the essence

Time is of the essence in this mortgage in respect of an obligation of the Mortgagor to pay money.

23.18 Variation and waiver

Unless this mortgage expressly states otherwise, a provision of this mortgage, or right created under it, may not be waived or varied except in writing signed by the party or parties to be bound.

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23.19 Confidentiality

Each party agrees not to disclose information provided by any other party that is not publicly available (including the existence or contents of any Transaction Document) except:

to any person in connection with an exercise of rights or a dealing $(a)$ with rights or obligations under this mortgage (including preparatory steps such as negotiating with any potential assignee of the Mortgagee's rights or other person who is considering contracting with the Mortgagee or a Receiver in connection with this mortgage); or
$(b)$ to officers, employees, legal and other advisers and auditors of the Mortgagor, the Mortgagee or a Receiver; or
to any party to this mortgage or any Related Entity of any party to this $\left( c\right)$ mortgage, provided the recipient agrees to act consistently with this clause 23.19; or
with the consent of the party who provided the information (such (d) consent not to be unreasonably withheld); or
as allowed by any law or stock exchange. $\left( c\right)$

Each party consents to disclosures made in accordance with this clause 23.19.

23.20 Receipts

The receipt of a Receiver, the Mortgagee or an Authorised Officer of the Mortgagee releases the person paying money to the Receiver or the Mortgagee in connection with this mortgage from:

hability to enquire whether the Secured Money has become payable; $(a)$ and
liability for the money paid or expressed to be received; and $\bf{d}$
being concerned to see to its application or being answerable or $\left( c\right)$ accountable for its loss or misapplication.

23.21 Each signatory bound

This mortgage binds each person who signs as Mortgager even if another person who was intended to sign does not sign it or is not bound by it.

23.22 Counterparts

THE STATE

This mortgage may consist of a number of copies, each signed by one or more parties to the mortgage. If so, the signed copies are treated as making up the one document.

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23.23 Governing law

This mortgage is governed by the law in force in #insert appropriate State or Territory#. The Mortgagor and the Mortgagee submit to the non-exclusive jurisdiction of the courts of that place.

23.24 Serving documents

Without preventing any other method of service any document in a court action may be served on a party by being delivered or left at that party's address for service of notice under clause 22.3 ("Delivery").

EXECUTED as a deed

THE TIME

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Equitable Mortgage of Shares

Signing page

DATED:
EXECUTED by SERVICE STREAM LTD in accordance with section 127(I) of the Corporations Act 2001 (Cwith) by authority of its directors: ¹
Signature of director	Signature of director/company secretary dricte whichever is not applicable
Name of director (block letters)	Name of director/company secretary* (block letters) "delete which wer is not applicable
SIGNED by [insert] as attorney for JAMES JULIAN COONEY under power of attorney dated in the presence of:
Signature of witness	By executing this agreement the
Name of witness (block letters)	attorney states that the attorney has received no notice of revocation of the power of attorney

SECTION

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SIGNED by [insert] as attorney for
SAMANTHA ALEXANDRA
GRANT under power of attorney
dated in the presence of:



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ANNEXURE C

This is Annexure "C" of 22 pages referred to in the Form 603 "Notice of initial substantial holder" signed by us and dated

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James Julian Cooney Samantha Alexandra Grant

Name

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Date

JAN. 2007 16:55

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مردم است

PROSPECTUS Offer of Shares in Total Communications Infrastructure Limited ABN 46 072 369 870 ("TCI")

Offer by James Julian Cooney and Samantha Alexandra Grant (the "Offerors") of 4.5 million TCI Shares each, being 9 million TCI Shares in total

The last date for acceptance and payment in full for the Offer is 15 December 2006.

IMPORTANT: If you are not a resident of Australia, you are not entitled to accept this Offer.

This is an important document and requires your immediate attention. It should be read in its entirety. If you are in doubt about what to do, you should consult your professional adviser without delay.

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	1. Letter from James Cooney and Samantha Grant
2.7 ₂	Action required by the Shareholders
	3. Details of the Offer
	4. The TCNSTR Merger
5.	Risks
	6. Effect of the Offer
	7. Additional Information
	8. Definitions

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IMPORTANT NOTICE

This Prospectus is dated 10 November 2006 and was lodged with ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No TCI Shares will be offered on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Important document

It is important that you carefully read this Prospectus in its entirety before deciding to invest in the Company and, in particular, that you consider the risk factors that could affect the financial performance of the Company. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest.

Conditions Precedent

This Offer is subject to the Shareholders passing the TCI Resolutions set out in detail in section 4.2 of this Prospectus and to the Scheme becoming effective (the "Conditions Precedent"). This Offer and the Acceptances received will therefore be of no force or effect and no contract for sale of the TCI Shares will have been formed at all until the Conditions Precedent are fulfilled.

Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company or the Offerors in connection with the Offer. None of the Company, the Offerors or any other person warrants the future performance of the Company or any return on any investment made under this Prospectus, except as required by law and then, only to the extent so required.

Restrictions on the distribution of this Prospectus

This Prospectus does not constitute an offer of TCI Shares in any place in which, or to any person to whom, it would not be lawful to do so. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and any person into whose possession this Prospectus comes (including nominees, trustees or custodians) should seek advice on, and observe, those restrictions.

Accordingly, this Offer will not be extended, and no TCI Shares will be offered, to Shareholders having registered addresses outside Australia. This Prospectus is sent to those Shareholders for information purposes only.

Defined terms and abbreviations

Terms and abbreviations used in this Prospectus are defined in the section 8 of this Prospectus.

JAN. 2007 15:56

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Summary of Important Dates

Date to determine your Entitlement to TCI Shares	7pm (Sydney time) on 15 November 2006
Expected date of dispatch of Prospectus and Entitlement and Acceptance Form	17 November 2006
Last day for acceptance and payment in full ("Closing Date")	5pm (Sydney time) on 15 December 2006
Expected Date that Scheme becomes Effective and Acceptances become binding	20 December 2006
Expected transfer	28 December 2006
Theories defense such such leave as abundant and a contract the con-

These dates are subject to change and are indicative only. The Offerors reserve the right to amend this indicative timetable. In particular, the Offerors reserve the right, subject to the Corporations Act and the Listing R

$\mathbf{1}$ Letter from James Cooney and Samantha Grant

Dear Shareholder

We are pleased to invite you to participate in this Offer of 4.5 million TCI Shares each (totalling 9 million TCI Shares) (the "Offer"). This Prospectus outlines the details of the Offer.

This Offer is part of a larger interrelated series of transactions relating to the merger of TCI and STR. The merger is being effected by scheme of arrangement between Service Stream Limited and its shareholders (the "Scheme").

This Offer is subject to the Shareholders passing the TCI Resolutions set out in detail in section 4.2 of this Prospectus and to the Scheme becoming effective (the "Conditions Precedent"). This Offer and the acceptances received will therefore be of no force or effect and no contract for sale of the TCI Shares will have been formed at all until the Conditions Precedent are fulfilled.

If all the TCI Shares we have offered have not been sold and the TCI Resolutions have passed, they will be purchased by Service Stream Limited ABN 58 008 027 978 $("STR").$

Your Entitlement under the Offer to TCI Shares is set out on the accompanying Entitlement and Acceptance Form. Unless varied, the Closing Date for acceptance and payment is 5.00pm (Sydney time) on 15 December 2006.

We therefore draw to your attention the Notice of Meeting and Scheme Booklet sent to you with this Prospectus. These documents set out in detail the proposed transactions and the merger but do not form part of this Prospectus. Details of the Offer and other matters required by law to be disclosed are also set out in this Prospectus.

Yours faithfully

James Cooney

Samantha Grant

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$\overline{2}$ . Action required by the Shareholders

This section does not apply to Shareholders with registered addresses outside Australia. Such Shareholders should refer to section 7.5 of this Prospectus.

$2.1$ What you may do

The number of TCI Shares to which you are entitled under the Offer (your "Entitlement") is shown on the accompanying Entitlement and Acceptance Form.

$2.2^{\circ}$ If you wish to take up all of your Entitlement

If you wish to take up your Entitlement in full, complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on the form. Forward your completed Entitlement and Acceptance Form together with your Australian Dollar cheque or bank draft for the amount shown on the form to reach the Registry no later than 5.00 pm (Sydney time) on 15 December 2006. An accompanying reply paid envelope is provided for your convenience. Cheques or bank drafts should be made payable to Total Communications Infrastructure Limited - Share Sale Offer and crossed Not Negotiable.

All moneys received will be placed in a trust account and may not be accessed by the Offerors until transfer of the TCI Shares.

$2,3$ If you wish to take up part of your Entitlement and allow the balance to lapse

If you wish to accept part of your Entitlement and allow the balance to lapse, complete the accompanying Entitlement and Acceptance Form in respect of the number of TCI Shares you wish to take up in accordance with the instructions set out on the form. Forward your completed form together with your Australian Dollar cheque or bank draft for the amount due in respect of TCI Shares you intend to take up (being the number of TCI Shares you wish to accept multiplied by \$0.87) to reach the Registry no later than 5.00 pm (Sydney time) on 15 December 2006. An accompanying reply paid envelope is provided for your convenience. Cheques or bank drafts should be made payable to Total Communications Infrastructure Limited - Share Sale Offer and crossed Not Negotiable.

$2,4$ If your Entitlement is not taken up

If you do nothing, your Entitlement that is not taken up by 15 December 2006 will lapse.

$2,5$ Payment

Acceptances for TCI Shares must be accompanied by payment in full of \$0.87 per TCI Share.

Payment will only be accepted in Australian currency and by way of cheque or bank draft. Cheques or bank drafts should be made payable to Total Communications Infrastructure Limited - Share Sale Offer and crossed Not Negotiable.

Please do not forward cash. Receipts for payment will not be provided.

$2.6$ Enquiries

For further information please call Mark Stackpool (the Company CFO) at (02) 9478 9999 or Stephe Wilks (the Director with day to day carriage of the proposed merger) at (02) 9226 9839. You should also consult your professional advisers if you are in any doubt.

3. Details of the Offer

$3.1$ The Offer

Subject to the Conditions Precedent, the Offerors are each making an offer of 4.5 million TCI Shares (9 million TCI Shares in total) to Shareholders who are registered as at 7.00 p.m. (Sydney Time) on 15 November 2006, except those Shareholders who have a registered address in a country other than Australia.

This Offer and the Acceptances received will be of no force or effect and no contract for sale of the TCI Shares will have been formed at all until the Conditions Precedent are fulfilled.

The Offer Price for each TCI Share offered under this Offer is \$0.87 per TCI Share.

The total number of TCI Shares to be offered pursuant to the Offer is 9 million. The number of TCI Shares to which you are entitled is shown on the accompanying personalised Entitlement and Acceptance Form.

The Offer will be open for receipt of acceptances until 5.00 p.m. (Sydney time) on the Closing Date. The Closing Date may be varied without notice, but only in accordance with the Listing Rules. TCI Shares must be paid for in full on acceptance.

$3.2$ Acceptance moneys held on trust

Acceptance monies for the TCI Shares will be held in a trust account until transfer of the TCI Shares. Any interest earned on acceptance monies will be retained by the Offerors. If the Offer does not proceed, all acceptance monies will be returned in full as soon as possible to accepting Shareholders, with any interest carned in the trust account.

Transfer and dispatch of Shareholding statements $3.3$

Subject to the Conditions Precedent being satisfied, the transfer of TCI Shares, to TCI Shareholders who have validly taken up their entitlement of TCI Shares, is expected to take place on 28 December 2006. Shareholder statements for TCI Shares will be dispatched by TCI upon completion of the transfer.

$3.4$ Transfer ex dividends

The TCI Shares are offered ex dividend. No dividends in respect of the year ended 30 June 2006 will be paid in respect of the TCI Shares sold pursuant to this Offer.

3.5 Market prices of TCI Shares

The lowest and highest market sale prices of Shares on the ASX during the three months immediately preceding 7 November 2006, and the respective dates of those sales, were:

Highest: \$1.50 on 17 October 2006; and $\left( 0 \right)$
$(b)$ Lowest: . \$1.01 on 8 and 10 August 2006.

The last sale price for Shares on the ASX on 7 November 2006 was \$1.44.

3.6 Overseas Shareholders

The Prospectus and Entitlement and Acceptance Form may only be accepted by Shareholders with registered addresses in Australia only. Entitlements of Shareholders with registered addresses outside Australia will be dealt with as set out in section 7.5 of this Prospectus.

3.7 Taxation

Shareholders should be aware that there are taxation implications for acquiring TCI Shares pursuant to this Prospectus. These taxation implications will vary between different Shareholders and Shareholders should consult their professional tax advisor in relation to the taxation implications.

None of the Offerors, the Company or any of its officers, employees, agents and advisors accepts any liability or responsibility in respect of the taxation consequences connected with participation in the Offer.

If the Conditions Precedent are not fulfilled 3.8

Although the Offerors have no reason to believe that the Conditions Precedent will not be satisfied, if the Offerors become aware that either of the Conditions Precedent will not be fulfilled or waived or that the Scheme will not proceed, then the Offerors will cancel the Offer and refund all acceptance monies received from the Offer in accordance with the Corporations Act.

3.9 Withdrawal of Prospectus

The Offerors may at any time decide to withdraw this Prospectus, in which case the Offerors will repay, as soon as practicable, all acceptance monies for TCI Shares received pursuant to this Prospectus.

$4.$ The TCNSTR Merger

$4.1$ Background

Under the proposed Scheme, TCI will acquire all of the shares in STR. STR Shareholders will receive two New TCI Shares for every five STR Shares they own.

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After the Scheme takes effect, the TCI Board will comprise seven directors, being the five current directors of STR and two directors nominated by TCI. After the allotment of New TCI Shares to STR Shareholders and the cancellation of the Founding TCI Shareholders' TCI Shares, the share register of TCI will comprise:

as to 50.5%, TCI Shareholders who are currently STR Shareholders; and
as to 49.5%, existing TCI Shareholders

(assuming that all 9 million TCI Shares offered under this Prospectus have been taken up by TCI Shareholders and also assuming that STR Shareholders approve the issue of 1 million STR Shares to each of Patrick Flannigan (Managing Director of STR and the proposed Managing Director of the Merged Group) and Michael Doery (CFO of STR and the proposed CFO of the Merged Group) at the STR Annual General Meeting).

Following Implementation of the Scheme, TCI will change its name to "Service Stream Limited".

The Merger is described in more detail in the accompanying Notice of Meeting. The Notice of Meeting does not form part of this Prospectus.

The Offerors now live in the United Kingdom and are pursuing unrelated business ventures in Europe. Together they hold approximately 45% of TCI Shares, being 49,324,308 shares. Subject to the approval of Shareholders they have agreed with STR:

$\left( a\right)$ to make this Offer to other TCI Shareholders at \$0.87 per TCI Share; and
to sell the balance of their shareholding (including any TCI Shares not taken $(b)$ up by existing TCI Shareholders or any other party, such as an underwriter) to STR at \$1.0137 per share.

STR will become the registered and beneficial owner of the balance of the Offerors' shares shortly after the TCI General Meeting at which Shareholders approved the acquisition (see section 4.2 below).

Payment for the shares by STR will be made subsequently in two tranches:

the full amount owing, less \$10 million, will be payable five Business Days $\left( 2\right)$ after the Scheme becomes Effective ("Initial Payment"); and
the remaining \$10 million will be payable, interest free, two years after the $(b)$ Initial Payment is made ("Second Payment") - in some circumstances this period may be reduced to no less than one year.

If the Scheme does not take effect for any reason, the TCI Shares sold to STR by the Offerors can be re-transferred to the Offerors, by exercise of put or call options, for \$1.0137 per share.

$\frac{1}{2}$ .

TCI will seek shareholder approval for the grant of financial assistance in respect of STR's acquisition of TCI Shares from the Founding TCI Shareholders. The proposed financial assistance comprises:

financial accommodation from Westpac to fund the Initial Payment payable $\left( a\right)$ by STR;
$(b)$ a first ranking fixed and floating charge over the Merged Group's assets to be granted to Westpac to secure the financial accommodation from Westpac to fund the Initial Payment; and
$(c)$ a second ranking fixed and floating charge over the assets of TCI and all the subsidiaries of the Merged Group in favour of the Founding TCI Shareholders to secure payment by STR of the Second Payment for the TCI Shares.

The TCI Shares acquired by STR will be cancelled pursuant to a selective capital reduction, subject to the approval of TCI Shareholders and STR. There will not be any amount payable to STR on cancellation of these shares.

$4.2$ The TCI Shareholders' meeting and TCI Resolutions

The meeting for TCI Shareholders to be held on 18 December 2006 in accordance with the Notice Of Meeting will consider resolutions in relation to the following:

$(a)$ the acquisition by STR of TCI Shares from the Founding TCI Shareholders;
the grant of financial assistance in respect of TCI's proposed grant of first $(b)$ ranking security and a cross guarantee to Westpac and grant of second ranking security to the Founding TCI Shareholders (see section 4.1 above);

and, subject to the implementation of the Scheme:

$(c)$ the selective capital reduction and cancellation of the TCI Shares held by STR:
$(d)$ the issue of TCI Share options to current and proposed TCI Directors;
the approval of contracts of employment with certain STR Directors; $(e)$
$\mathbf{f}(t)$ the issue of TCI Shares to certain current and proposed TCI Directors;
a change in the auditor of TCI from its existing auditor to Deloitte; and $(g)$
the change of TCI's name to "Service Stream Limited". $(h)$

The resolutions in relation to the matters set out at (a), (b), (c) and (d) above are the TCI Resolutions which are Conditions Precedent to the Offer.

$5.$ Risks

$5.1$ General

There are a number of factors, both specific to the Company and of a general nature, which may affect the future operating and financial performance of the Company and the value of an investment in the Company.

Some of these factors can be mitigated by the use of safeguards and appropriate commercial action. However, many are outside the control of the Company and cannot be mitigated.

This section describes certain risks associated with an investment in the Company, Prior to making an investment decision, Shareholders should carefully consider the following risk factors, as well as the other information contained in this Prospectus.

$5.2$ Specific risks

See section 5 of the Scheme Booklet in relation to the general and specific risks attached to the Merger. A Shareholder's potential exposure to these risks may be increased by participating in this Offer, as the Shareholder's total investment in the Company will have increased.

In addition to the risks set out in the Scheme Booklet, the directors of TCI have informed the Offerors that they also see the following specific risks for TCI, which may affect Shareholders' investment in TCI or the market price of TCI Shares.

$(a)$ After the Merger, TCI will be controlled at board and management level, by personnel who were STR personnel prior to the Merger.
TCI has established relationships with its customers. There is a possibility $(b)$ that the customers of TCI will not approve of the Merger and withdraw their custom. TCI relies heavily on a small number of customers and accordingly the loss of a customer could have a material impact upon TCI. As at the date of this notice, TCI is not aware of any negative reaction whatsoever from any of its customers to the announcement of the proposed Merger.

6. Effect of the Offer

$6.1$ Offered capital

This is a transfer of TCI Shares. Accordingly the Offer on its own will not affect the issued capital of TCI. The Notice of Meeting sets out in detail the proposed Merger and its effect on TCI. The Notice of Meeting does not form part of this Prospectus.

$\tau_{\rm max}$

$7.$ Additional Information

$7.1$ Nature of this Prospectus

This Prospectus is issued under the special prospectus content rules for continuously quoted securities in section 713 of the Corporations Act. This enables holders of securities in listed disclosing entities, such as the Company, to issue a prospectus with modified disclosure requirements if:

the securities offered by the prospectus are in a class of securities that have $(a)$ been quoted securities at all times in the 12 months before the date of the prospectus; and
$\left(\text{b}\right)$ the Company is not subject to certain exemptions or declarations prescribed by the Corporations Act.

Securities are quoted securities if:

$\left( c\right)$ the Company is included in the official list of ASX; and
$(d)$ the Listing Rules apply to the Company and those securities.

The information in this Prospectus principally concerns the terms and conditions of the Offer and the information necessary to make an informed assessment of:

$(e)$ the effect of the Offer on the Company; and
$\omega$ the rights and liabilities attaching to the TCI Shares offered by this Prospectus.

This Prospectus is intended to be read in conjunction with information in relation to the Company in the Scheme Booklet and the Notice of Meeting and the publicly available information which has been notified to ASX (see section 7.3 below) and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Shareholders should therefore also have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest in the TCI Shares. The Scheme Booklet and the Notice of Meeting do not form part of this Prospectus.

$7.2$ Disclosing Entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules.

These obligations require the Company to notify ASX of information about specified events and matters as they arise for the purposes of ASX making that information available to the stock market conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions) to notify ASX immediately of any information of which it becomes aware concerning the $\mathbb{Z}^2$

Company which a reasonable person would expect to have a material effect on the price or value of securities in the Company.

The Company is also required to prepare and lodge with ASIC both yearly and half yearly financial statements accompanied by a Directors' statement and report and an auditor's report.

All announcements made by the Company are available from ASX.

$7.3$ Other documents

$\mathbf{r}$

Copies of any documents in relation to the Company which are lodged with ASIC may be obtained from, or inspected at, an ASIC office. Alternatively, you are also able to review any of these documents on the Company's web site being http://www.teiltd.com.au.

The Offerors will provide a copy of any of the following documents, free of charge, to any person who requires a copy during the application period in relation to this Prospectus:

$(a)$ the financial statements of the Company for the year ended 30 June 2006, being the most recent audited financial statements for a financial year lodged in relation to the Company:
$(b)$ any other financial report in relation to the Company lodged with the ASIC in the period starting after lodgement of that last annual financial report and ending before the issue of this Prospectus; and
$(c)$ any announcements made by the Company to the ASX since the date of lodgement of the financial statements for the year ended 30 June 2006. Details of these announcements are as follows:

23 October 2006	STR's ann: Progress of Merger
27 October 2006	STR - TCI Merger Timetable

$7.4$ Rights attaching to TCI Shares

Holders of TCI Shares will participate equally with holders of all other Shares in all respects.

The Rights attaching to Shares are set out in the Constitution. The following paragraphs contain a summary of the principal rights attaching to Shares, including TCI Shares. This summary does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of holders of TCI Shares, which can involve complex questions of law arising from the interaction of the Constitution and statutory and common law requirements.

$\mathcal{L}_{\mathcal{A}}$

$(a)$ Voting

At a general meeting every member present in person or by proxy, attorney or (where the member is a body corporate) by representative, has one vote on a show of hands and on a poll has one vote for each Share held.

$(b)$ Dividends and Reserves

The profits of the Company which the Directors from time to time determine to distribute by way of dividend are divisible amongst the Shareholders in proportion to the amounts paid up on the Shares held by them.

$\left( c\right)$ Issue of further Shares

The Directors may (subject to the Constitution, the Listing Rules and the Corporations Act) allot or otherwise issue further shares in the capital of the Company on such terms and conditions as they see fit.

$(d)$ Transfer of Shares

Subject to the Compliance Ruies, Shares in the Company are freely transferable. The Company may refuse to register a transfer where permitted by do so by the Corporations Act.

$(e)$ General meetings and notices

General meetings may be convened by any Director and in the manner provided for in the Corporations Act and the Listing Rules.

$(f)$ Winding up

Members will be entitled on a winding up to share in any surplus assets of the Company in proportion to the Shares held by them.

7.5 Overseas Shareholders

This Prospectus and accompanying Entitlement and Acceptance Form does not, and is not intended to, constitute an offer of TCI Shares in any place outside Australia in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus or that form. The distribution of this Prospectus and the accompanying form in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus and the accompanying form should seek advice on and observe those restrictions. Any failure to comply with those restrictions may constitute a violation of applicable securities laws.

The Offerors have decided that it is unreasonable to make offers under this Prospectus to Shareholders with registered addresses outside Australia having regard to the number of Shareholders in those places, the number and value of the TCI Shares they would be offered and the cost of complying with the legal and regulatory requirements in those places. Accordingly, the Offer is not being extended to, and does not qualify for distribution or sale, and no TCI Shares will be offered to

Shareholders having registered addresses outside Australia. This Prospectus is sent to those Shareholders for information purposes only.

$7.6$ Directors' interests

Other than as set out below or elsewhere in this Prospectus, no Director or proposed Director, and no firm in which a Director or proposed Director is a partner, holds, or held at any time during the last 2 years before the date of this Prospectus, any interest in:

$\alpha$ the formation or promotion of the Company;
$(b)$ any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer: or
$(c)$ the Offer.

In addition, as far as the Offerors are aware, no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director or proposed Director of the Company:

$(d)$ to induce them to become, or to qualify them as, a Director; or
for services rendered by them in connection with the formation or promotion $(e)$ of the Company or in connection with the Offer.

At the date of this Prospectus, each of the TCP's Directors' interests in TCI Shares are set out in the table below:

ļ Mirector Service Company	The Fire Shares Alexandrich de San Additional Andrew State
$\overline{\text{Jim Cooney}}$	49,324,308
Rod Stanton	400,000
Mark Stackpool	300,000
Trevor Duff	58,000
Ian Thoriey	100.000
Stephe Wilks

7.7 Advisers' interests

Other than as set out below or elsewhere in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, and no promoter of the Company named in this Prospectus holds, or held at any time during the last 2 years before the date of this Prospectus, any interest in:

$(a)$ the formation or promotion of the Company;
any property acquired or proposed to be acquired by the Company in $\Phi$ connection with its formation or promotion or in connection with the Offer, or
$(c)$ the Offer.

$\ddot{\phantom{a}}$

and no amounts have been paid or agreed to be paid and no benefit has been given or agreed to be given to any of these persons for services rendered by them in connection with the formation or promotion of the Company or in connection with the Offer.

$7.8$ Consents

Each of the parties referred to in this section:

has not authorised or caused the issue of this Prospectus; $(a)$
$(b)$ does not make, or purport to make, any statement in this Prospectus other than as specified in this section:
has not made any statement on which a statement in this Prospectus is based, $\langle \circ \rangle$ other than as specified in this section; and
$(d)$ to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for, any part of this Prospectus other than the reference to its name and the statement (if any) included in this Prospectus with the consent of that party as specified in this section.

TCI has given and, at the time of lodgement of this Prospectus, has not withdrawn its written consent to the statements made by, or statements attributed to, TCI in this Prospectus in the form and context in which those statements are included.

Computershare Investor Services has given and, at the time of lodgement of this Prospectus, has not withdrawn its written consent to being named in this Prospectus as the share registry of the Company in respect of the Offer in the form and context in which it is named.

8. Definitions

ASIC means the Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited ACN 008 624 691 or the market conducted by it.

Closing Date means 5pm (Sydney time) on 15 December 2006, subject to the Company varying this date in compliance with the Listing Rules.

Company or TCI means Total Communications Infrastructure Limited ABN 46 072 369 870, or if the context requires, the Company and its Subsidiaries.

Compliance Rules means any and all relevant or applicable provisions of:

$(a)$ Corporations Act;
$(b)$ Corporations Regulations:
$(c)$ the Listing Rules;
the operating rules of ASX Settlement and Transfer Corporation Pty Limited $(d)$ and Australian Clearing House Pty Limited;
$(e)$ the Constitution; and
$\left( \uparrow \right)$ any practice note, policy statement, class order, declaration, guideline, policy or procedure pursuant to the provisions of which either ASIC or ASX is authorised or entitled to regulate, implement or enforce, either directly or indirectly, the provisions of any of the foregoing statutes, regulations, rules, deeds or agreements or any conduct or proposed conduct of any person pursuant to any of the abovementioned statutes, regulations, rules, deeds or agreements.

Computershare Investor Services means Computershare Investor Services Pty Limited ACN 078 279 277 of Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 3067.

Conditions Precedent means the passing of the TCI Resolutions and the Scheme becoming Effective.

Constitution means the constitution of the Company, as amended from time to time.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Disclosing Entity means the meaning given by section 111AC of the Corporations Act.

Effective means when used in relation to the Scheme, the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the court made under section 411(4)(b) in relation to the Scheme, but in any event at no time before office copies of the orders of the court are lodged with ASIC.

Entitlement means the number of TCI Shares to which Shareholders are entitled under this Offer.

Entitlement and Acceptance Form means the Entitlement and Acceptance Form enclosed with this Prospectus.

Offer Price means \$0.87 per TCI Share.

Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

Merger means the Merger of STR and TCI involving TCI acquiring all of the STR Shares pursuant to the Scheme.

New TCI Shares means the Shares to be issued under the Scheme.

$\ddot{\phantom{a}}$

Notice of Meeting means the Notice of General Meeting of the Shareholders, that accompanies this Prospectus.

Offer means the offer of TCI Shares to Shareholders pursuant to this Prospectus.

Offerors means James Julian Cooney and Samantha Alexandra Grant.

Prospectus means this Prospectus dated 10 November 2006.

Registry means Computershare Investor Services.

Scheme means the scheme of arrangement under section 411 of the Corporations Act between STR and its shareholders, the terms of which are set out in Appendix 1 to the Scheme Booklet.

Shares means fully paid ordinary Shares in the capital of the Company.

Shareholders or TCI Shareholders means the holders of shares on issue at the date of this Offer.

STR means Service Stream Limited ACN 008 027 978 of Level 12, 555 Lonsdale Street, Melbourne, Victoria.

STR Shareholders means each person who is registered in the STR register of shareholders from time to time as the holder of a STR Share.

STR Shares means a fully paid ordinary share in STR.

TCI Resolutions means Resolutions 1, 2 and 3 referred to in the attached Notice of Meeting and set out in section 4.2 (a), (b) and (c) of this Prospectus.

TCI Shares means the Shares to be offered pursuant to this Prospectus.

Offerors' consents

James Cooney and Samaniha Grant have consented to the lodgement and issue of this Prospectus.

James Julian Cooney

Samantha Alexandra Grant

$\mathbb{Z}_p$

$\ddot{\phi}$

Corporate Directory

Registered Office

Total Communications Infrastructure Limited C/- Aust Comp Secretarial Services Pty Ltd Level 5, 255 George Street
SYDNEY NSW 2000

Share Registry

Computershare Investor Services Pty Limited Yatra Falls 452 Johnston Street ABBOTSFORD VICTORIA 3067

FREEHILLS SYD' 61 2 93224000

NO. 2460 Р. -88

é.

www.tciltd.com.au ABN: 46 072 369 870

Computershare

Please return completed form to: Computershare Investor Services Pty Limited GPO Box 52 Melbourne Victoria 8060 Australie Enquiries (within Australia) 1300 652 586 (outside Australia) 61 3 9415 4602 Facsimile 61 3 9473 2529 [email protected] www.computershare.com

Securityholder Reference Number (SRN)

I 1234567890

I N D

⁰⁰⁰⁰⁰¹ հիրկիկիկի_կիկակիս 000
SAM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Use a black pen.
Print in CAPITAL letters inalde the grey areas.

Entitlement Transfer and Acceptance Form

Entitlement Sale closing 5:00pm (Sydney Time) on 15 December 2006

Entitlement Sale of 3 Shares for every 20 Shares registered and entitled to participate at the record date 15 November 2006 at an offer price of A\$0.87 per Share. This Entitlement is not tradeable.

Important:

This document is of value and requires your immediate attention. If you do not understand it, or are in doubt as to how to deal with it, you should consult your accountant, stockbroker, solicitor or other professional adviser immediately.
This Entitlement Transfer and Acceptance Form should not be relied upon as evidence of the current entitlement of the person named in this Entitlement Transfer and Acceptance Form.
Receipt of this form by 5:00pm (Sydney Time) on 15 December 2006 with your payment will constitute acceptance in accordance with the terms of the Prospectus dated 10 November 2006.

To be completed by securityholder

Number of Shares Accepted l Bl

Amount enclosed at A\$0.87 per Share

inonse you to register me/us as ine holder(s) of the Share transferred to me/us, and live agree to be bound by the Constitution of the Company.

T C -		Please see overleaf regarding transfer and completion guidelines
		citata provinc
	Pin cheque(s) here. Do not staple.
www.tciltd.com.au	Number of Shares Accepted IB.	Amount enclosed at A\$0.87 per Share
ABN: 00 000 000 00	ของ ครับจากจรรม คู่แต่สมเดลม ผู้คุณจากมากว่าไปเหลย	II ASI
Payment Details	กการพาร ิริย กประเมน
Drawer Strict almost experience of the control of the cold in masses on a	Cheque Number BSB Number	Account Number Amount of cheque
	MARSA ROUSSIANSKIP (KIPOLINING) Banaca ang panahang pangang nakat sa mga mga mga mga mga mga mga mga mga mg	R W W Stradausz brow w szarosztu sztunka a razy rozporta szerepen egy el
	Make your cheque or bank draft payable to Total Communications Infrastructure Limited - Share Sale Offer	na alaman kata ka maga maga kata na maga kan kan sa
Enter your contact details Contact Name
	ຎຑຏຉຉຎຌຎຎ຺ຉຉຉຉຉຉຐ຺ໞໞໞໞຒຑໞໞຨຨຨຒຉຐຒຉໞຨຌຉຉຉຉຉຉຐຐຒຎຉຉຎຎຎຒຒຒຌ຺ຩຆຐຉຐຐຉຠຠຒໟ຺ໞໞຩຨຒຉຐ຺ຒຉຉໟຉຉ	Telephone Number - Business Hours / After Hours
		₽₽₽₽₩₩₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽₽
	Sign here - this section must be signed before we can process the form (please see overleaf for further details)
Individual or Security holder 1 i verdi 1944 den den 14 Mai 14 Mai 15 Mai 15 Mai 16 Mai 16 Mai 16 Mai 16 Mai 16 Mai 16 Mai 16 Mai 16 Mai 16 Ma	Individual or Security holder 2	Individual or Securityholder 3
	a kata ya gana wa wana a kata ya gana ya maji ya kata ya mat	MANASI PARA PARA PARA PARA PERTANYA ANG PARA PARA PARA PARA PARA PARA PARA PAR
(ISSUELLI 1994) Charles est assessed context seg uit legal territorium experimentum contextum (S	\;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;	The Assemble Processing Computer the Control of Assemble Processing Computer Computer Computer Computer Computer Co
Sole Director and Sole Company Secretary	Director	Director/Company Secretary

How to complete the Entitlement Transfer and Acceptance Form

Please complete all relevant sections of the Entitlement Transfer and Acceptance Form using BLOCK LETTERS in black ink. Note that photocopies will not be accepted.

These instructions are cross-referenced to each section of the Entitlement Transfer and Acceptance Form.

$\circ$ ⊢

RING KERS

The offerors reserve the right to make amendments to this form where appropriate.

This form may not used to effect an eddress change. Please contact Computershare Investor Services Pty Limited on 1300 850 505 for an appropriate form, or download a Change of Address Notification form from www.computershare.com.

CHESS holders must contact their Controlling Participant

Lodgement of Acceptance

Acceptance Forms must be received at the Melbourne office of Computershare Investor Sarvices Pty Limited by no later than 5:00pm (Sydney Time) on 15 December 2006. Return the Entitlement Transfer and Acceptance Form with chequa(s) attached to:

Total Communications Infrastucture Limited Computershare Investor Services Pty Limited
GPO Box 52 MELBOURNE VIC 8060

Computershare Investor Services Pty Limited

Yarra Falls 452 Johnston Street ABBOTSFORD VIC 3067

Privacy Statement

Privacy submerners
Personal information is collected on this form by Computershare investor Services Pty Limited ("CIS"), as registrar for the company, for the purpose of maintaining
registrars of security
holdes corpora

If you have any enquiries concerning your entitlement, please contact Computershare Investor Services Pty Limited on 1300 652 586.

OR.

ANNEXURE D

This is Annexure "D" of 8 pages referred to in the Form 603 "Notice of initial substantial holder" signed by us and dated ï

Sattah 5 Signature

James Julian Cooney Samantha Alexandra Grant

Name

ثم/١١حذ

Date

$\ddot{\phantom{a}}$

$\bar{\mathcal{A}}$

$\hat{\mathbf{r}}$

$\frac{1}{1}$

Deed Poll

James Julian Cooney Samantha Alexandra Grant

$\ddot{\phantom{1}}$

Level 12 60 Carrington Street $\begin{array}{c} \text{SYDNEY} \text{ NSW} \text{ } 2000 \ \text{DX} \text{ } 262 \text{ } \text{SYDNEY} \text{ } \text{NSW} \end{array}$ Tel: $(02) 8915 1000$ Fax: (02) 8916 2000 www.addisonslawyers.com.au Ref: KDD:TOT891/3 166716_1

$\overline{a}$

$\mathcal{L}^{\pm}$

1. Defined terms and interpretation
2. Undertaking
3. Notices
4. General

$\mathcal{A}$

DETAILS

8 December 2006 Date:

Parties

$(1)$ James Julian Cooney ("Cooney")

Willow Court
7 West Way
Oxford OX2 0JB
United Kingdom

$(2)$ Samantha Alexandra Grant ("Grant")

Address	Willow Court
	7 West Way
	Oxford OX2 0JB
	United Kingdom

in favour of:

Bell Potter Securities Limited ABN 20 006 390 772 ("Bell Potter")

Address Level 33 Grosvenor Place 225 George Street SYDNEY NSW 2000

This deed poll witnesses as follows:

Operative Parts

1. Defined terms and interpretation

$1.1$ Defined terms

The following definitions apply unless the context requires otherwise.

Business Day means:

for the purpose of sending or receiving a notice, a day on which banks are $(a)$ open for business in the city where the notice or other communication is received; and
for all other purposes, a day on which banks are open for business in Sydney, $(b)$ New South Wales.

Closing Date means the closing date for the Offer specified in the Prospectus.

Conditions Precedent means the conditions precedent to the Offer as set out in the Prospectus.

Details means, in relation to a party, the details for that party set out in this deed.

Offer means the offer to shareholders of TCI (other than Cooney and Grant) by Cooney and Grant of the sale of 9 million shares in TCI.

Prospectus means the prospectus relating to the Offer, to be lodged with ASIC on, and dated, 10 November 2006.

Shortfall means in respect of the 9 million TCI shares the subject of the Offer, those shares in TCI for which valid applications, including purchase price, have not been received on behalf of Cooney and Grant in response to the Offer.

TCI means Total Communication Infrastructure Limited ACN 072 369 870.

$1.2$ Interpretation

In this deed, except where the context otherwise requires:

$(a)$ the singular includes the plural and vice versa and a gender includes other genders;
other grammatical forms of a defined word or expression have a $(b)$ corresponding meaning;
(c) a reference to a document or agreement, includes the document or agreement as novated, altered, supplemented or replaced from time to time;
$(d)$ a reference to A\$, \$A, dollar or \$ is to Australian currency;
$(e)$ a reference to time is to Sydney time;
$(f)$ any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally.
the meaning of general words is not limited by specific examples introduced $\circled{2}$ by including, for example or similar expressions;
$(h)$ if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

2. Undertaking

To the extent that any Shortfall occurs in the Offer as at the Closing Date, $(a)$ subject to clauses 2(b) and 2(d), Cooney and Grant undertake to offer to Bell

$\overline{1}$

Potter the lesser of the Shortfall and 5,747,126 shares in TCI at \$0.87 per share.

$(b)$ The offer made in clause $2(a)$ above is of no force or effect and acceptance of it will not bind Cooney, Grant or Bell Potter until the Conditions Precedent have been fulfilled.
$(c)$ Cooney and Grant undertake to, within 2 Business Days from the Closing Date, notify Bell Potter in writing as to whether there is a Shortfall and if there is, the amount of the Shortfall.
If Bell Potter wishes to accept the offer by Cooney and Grant it must hand to $(d)$ (or cause to be handed to) Cooney and Grant valid transfers for the shares in respect of which Bell Potter wishes to accept the offer, with the aggregate purchase price for those shares within 2 Business Days from the date Cooney and Grant advise Bell Potter of the amount of the Shortfall pursuant to clause $2(c)$ .
At the same time as receiving the transfers and aggregate purchase for the $(e)$ shares in TCI in accordance with clause 2(d), Cooney and Grant must sign the transfers as transferors and hand the signed transfers to Bell Potter. Cooney and Grant must also do everything reasonably necessary to assist Bell Potter procure the registration of the transfers in the register of members of TCI forthwith. Cooney and Grant represent and warrant that they are the legal and beneficial owners of the shares in TCI offered by them under this deed, and they have the power and capacity to sell and transfer, and will sell and transfer, to the persons shown as transferees in the transfers free of any encumbrance full legal and beneficial title to those shares.
$(f)$ Despite anything else contained in this deed, Bell Potter may in its absolute discretion nominate the transferees for all or any of the Shortfall.

3. Notices

$3.1$ Service of notices

A notice, demand, consent, approval or communication under this deed (Notice):

must be in writing and in English directed to the recipient's address for notices $(a)$ specified in the Details (as varied by any Notice);
$(b)$ must be hand delivered, left at or sent by prepaid post or facsimile to the recipient's address for notices specified in the Details (as varied by any Notice); and
$(c)$ may be given by an agent of the sender.

3.2 Effective on receipt

A Notice given in accordance with clause 3.1 takes effect when received (or at a later time specified in it), and is taken to be received:

if hand delivered or left at the recipient's address, on delivery; $\left( a\right)$
$(b)$ if sent by prepaid post, the third Business Day after the date of posting, or the seventh Business Day after the date of posting if posted to or from outside Australia); and
if sent by facsimile, when the sender's facsimile system generates a message $\left( c\right)$ confirming successful transmission of the entire Notice unless, within one Business Day after the transmission, the recipient informs the sender that it has not received the entire Notice.

but if the delivery or transmission under paragraph (a) or (c) is outside Business Hours, the Notice is taken to be received at the commencement of Business Hours after that delivery, receipt or transmission.

$3.3$ Process service

Any process or other document relating to litigation, administrative or arbitral proceedings in relation to this deed may be served by any method contemplated by this clause in addition to any means authorised by law.

$\overline{4}$ . General

$4.1$ Alterations

This deed may be altered only in writing signed by each party.

$4.2$ Attorneys

Each person who executed this deed on behalf of a party declares that he or she has no notice of the revocation or suspension by the grantor or in any other manner of the power of attorney under the authority of which he or she executes this deed.

4.3 Governing law

This deed will be governed by and construed in accordance with the law for the time being in force in New South Wales and the parties, by entering into this deed, are deemed to have submitted to the non-exclusive jurisdiction of the courts of that State.

JAN. 2007 17:06

€

Executed as a deed poll

James Julian Cooney by his Attorney

who states that at the date of the execution hereof he has had no notice of the revocation of the Power of Attorney dated

under the authority of which he has executed this Deed in the presence of

utvr

Signature of Witness

REBECCA BADGER

Name of Witness (BLOCK LETTERS)

Signature of Attorney

MICHAEL RYAN

Full name of Attorney (BLOCK LETTERS)

Samantha Alexandra Grant by her Attorney

who states that at the date of the execution hereof he has had no notice of the revocation of the Power of Attorney dated

under the authority of which he has executed this Deed in the presence of:

Signature of Witness

REBECCA BADGER

Name of Witness (BLOCK LETTERS)

Signature of Attorney

$A_{HAN}$ . MICHAEL

Full name of Attorney (BLOCK LETTERS)

AI assistant

SERVICE STREAM LIMITED — Major Shareholding Notification 2007

65865_rns_2007-01-18_ee4c7981-235e-4ca7-b1b8-bbed6d9d948e.pdf

Freehills

Notice of ceasing to be a substantial holder From Francine Kinkade 19 January 2007 Phone +61 2 9322 4291 +61 2 9322 4000 Fax [email protected] Pages 97 To Company Announcements Platform - ASX The Company Secretary Service Stream Limited Fax 03 9677 8877 Fax 1900 999 279

Form 605

Notice of ceasing to be a substantial holder

2. Changes in relevant interests

3. Changes in association

4. Addresses

Signature

13 March 2000

ANNEXURE A

ANNEXURE B

MALLESONS STEPHEN JAQUES

Share Purchase Agreement

Mallesons Stephen Jaques

Share Purchase Agreement Contents

Share Purchase Agreement

Details

Share Purchase Agreement

General terms

Part 1 - Condition Precedent

Conditions Precedent 1

$1.1$ Conditions Precedent

$1.2$ Waiver

$1.3$ Termination of agreement by either party

$1.4$ Termination for Material Adverse Change

Part 2 - Sale of Shares

$\overline{2}$ Sale and purchase of Shares

$2.1$ Sale and purchase

$2.2$ Shares free from Encumbrance

$2.3$ Title and property

$\overline{\mathbf{3}}$ Purchase Price

4 Completion

$4.1$ Time and place of Completion

$4.2$ Items to be delivered at Completion by each Seller

$4.3$ Items to be delivered at Completion by Purchaser

5 Payment

$5.1$ Payment of the Initial Purchase Price

$5.2$ Payment of the Balance of the Purchase Price

$5.3$ Early payment of Balance of Purchase Price

$5.4$ Payment of Purchase Price

Security for the Balance of the Purchase Price 5.5

5.6 Options exercised

Part 3 - Options

Options Conditions Precedent 6

$6.1$ Conditions Precedent to Options

$6.2$ Waiver

Grant of Options $\overline{7}$

$7.1$ Call Option

$7.2$ Put Option

$7.3$ No interference

Duration of Call Option 8

Exercise of Option 9

Terms of transfer of Option Shares 10

$10,1$ Effect of exercise of Options

$10.2$ Shares free from Encumbrance

Title and property $10.3$

$10.4$ Invalid exercise

Exercise of an Option must not breach a law $10.5$

11 Closing

$11.1$ Unconditional obligation to Close

$11.2$ FIRB

$11.3$ Time and place of Closing

Items to be delivered at Closing $11.4$

$12$ Payment

$12.1$ Consideration

$12.2$ Acknowledgment

Part 4 - General

13 Power of attorney

$13.1$ Appointment

Specific powers $13.2$

$13.3$ Ratification and confirmation

$13.4$ Valuable consideration

$14$ Pro Rata Offer

15 No restriction on control of voting and disposal

$16$ Warranties

Seller Warranties $16.1$

Purchaser Warranties $16.2$

SERVICE STREAM LIMITED Major Shareholding Notification 2007