WISR LIMITED — Major Shareholding Notification 2003

Oct 6, 2003

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	BERKLEE LIMITED
ACN/ARSN	ACN 004 661 205
1. Details of substantial holder(1)
Name	HOWARD LLOYD COSTELLO
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on		02/10/03
The previous notice was given to the company on The previous notice was dated		13/08/96 13/08/96

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Shares	919,100	6.54%	777,900	15.54%

3. Changes in relevant interests

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

Date of change	Person whose relevant interest changed	Nature of $\text{change}(6)$	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
	"SEE ANNEXURE A	OF 2 PAGES -
	NOTICE OF CHANGE	OF INTERESTS	OF SUBSTANTIAL	HOLDER".

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest.	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Parson's voles
	Howard L. Howard L.	Howard L.	Beneficial	brdinary	1777.900
Costello	Costello	Costello	lowner	Fully Paid
				1777,900

BEFUTEE FINILED

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A	N/A

6. Addresses

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

Name	Address
Howard Lloyd Costello	'504 Wendouree Parade, Ballarat, VIC 3350

Signature

print name HOWARD LLOYD COSTELLO	capacily Shareholder
sign here	/2003 10. date

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an $(1)$ equity must), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any $\mathbf{a}$ document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to $(b)$ which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, becomic $\sqrt{n}$ entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown". $(3)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

TITI SCCS CO XVI SC: 0I HIL CO. 0I/10

"A"

Page 1 of 2

"This annexure A of 2 pages referred to in form 604 "Notice of change of interests of substantial holder."

Dated this 7^th day of October 2003

Signature of Shareholder..... $\cdots$ HOWARD LLOYD COSTELLO

BEIVITEE FINILED

BERKLEE LIMITED

A.C.N. 004 661 205

Page 2 of 2

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change $(7)$	Class and number of securities affected	Person's votes affected
16/11/01	Howard L. Costello	On Market Sale	\$41.60	Ordinary 104	104
19/11/01	Howard L. Costello	On Market Sale	\$4,800.00	Ordinary 12,000	12,000
20/11/01	Howard L. Costello	On Market Sale	\$480.00	Ordinary 1,200	1,200
28/02/02	Howard L. Costello	On Market Sale	\$34,678.40	Ordinary 86,696	86,696
04/09/03	Howard L. Costello	On Market Sale	\$16,000.00	Ordinary 20,000	20,000
29/09/03	Howard L. Costello	On Market Sale	\$15,000.00	Ordinary 20,000	20,000
02/10/03	Howard L. Costello	On Market Sale	\$900.00	Ordinary 1,200	1,200

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01/10 .03 LLE TO:03 PAX 03 2338 TITT PERMITED FINILED