1.1 The purpose of these Rules is to regulate, facilitate and administer the trading by Members between themselves and with the Manager of the Exchange and to govern the proce-dures to be adopted by the Manager to manage the Exchange and the accounts of Members.

1.2 These Rules are binding on all Members of the Exchange Company, Wallabie Holdings Pty Ltd T/a Credex Trade Exchange - ABN 69 099 930 677 (hereinafter called the "Manager") and constitute all of the Rules governing the Exchange and transactions between the Members and the Manager and the Trustee as well as the administration and operation of accounts associated therewith.

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2.1 In these Rules the following words shall have the meanings assigned to them save where the context otherwise dictates and the terms used have the meanings given to them in the Rules explaining them, as set out here after Terms used in these Rules which are not contained in the definition and interpretation of Terms in this Rule 2 have the meanings given to them in the Deed of Management and Trust and the Articles and Memorandum of Association of the Exchange Company.

• "Acknowledgement Statement" means, the form of state-ment to be signed by each person seeking to participate in the Trading Scheme.
• "Annual Gross Revenue" means, for the purposes of the definitions of Category 3 Member and Category 2 Members, the amount ascertained, having regard to gener-ally accepted accounting principles to determine a Member's annual sales revenue or annual operating revenue arising from the business conducted by the Member in the provision of goods and/or services.
• "Applicant" means a person who has completed an Application Form.
• "Application Form" means the form or notice to be com-pleted by a person who wishes to become a Member
• "Articles" means the Memorandum and Articles of Association of the Exchange Company.
• "Bank Guarantee" means an unconditional undertaking by an Australian bank to pay money to the Exchange Company in a cash amount equivalent to not less than the Trade Dollar amount of a Member's Differential Credit Limit.
• "Bulletin" means the publication mentioned in Rule 21 and being the periodic directory of Members or newsletter pub-lished by the Manager from time to time.
• "Buying Member" shall mean a "B" class Member of the Exchange buying goods and/or services including real property in accordance with the Exchange Company Authorisation procedure.
• "Category 1 Member" means a Member who is neither a Category 2 Member nor a Category 3 Member.
• "Category 2 Member" means a Member with net assets of $250,000 or more and annual gross revenue of not less than $1 million who can reasonably satisfy the Manager of those matters.
• "Category 3 Member" means a Member with net assets of $1 million or more and annual gross revenue of not less than $5 million who can reasonably satisfy the Manager of those matters.
• "Commission~ means the Australian Securities Commission.
• "Committee" means those "A" Class Members who com-prise the Governing Council of the Exchange Company.
• "Credit card" means any credit card issued by a bank or organization such as American Express or Diners Club and which is approved by the Manager from time to time and remains valid whilst a Member is a Member of the Exchange Company
• "The Exchange Company" means the company Credex National Australian Trade Exchange Limited (Credex NATE) ACN 079 710 713
• "Compliance Inspection" means an inspection to be con-ducted by a registered company auditor (not being the Trustee) of the books and records of the Manager, the Trustee and the Exchange Company relating to the Trading Scheme 'whereby such registered company auditor inspects, reviews, examine such matters and conducts such tests as may be necessary, relating to the conduct of the Trading Scheme over the period the subject of that inspec-tion in the following areas namely:

(i) The adequacy and accuracy of the Trading Scheme systems for the recording and processing of trading transactions.
(ii) Compliance by the Manager with procedures for the authorisation of trading amongst Members.
(iii) The granting and adequacy of security provided under the Manager's Charge and compliance by the Manager with the Manager's Credit Limit Formula.
(iv) Compliance by the Manager with pro-cedures for the granting to Members of Initial Credit Limits, Revised Credit Limits and Special Credit Limits having regard to the circumstances and considerations provided for in the Scheme Documents for the granting of the same including the adequacy of the Bad Debts Cash Reserve and Bad Debts Trade Dollar Reserve and Members contributions to each
(v) Compliance by the Manager and the Exchange Company to the provision of and maintenance of a current Bulletin for the Members, the provision of timely and accurate statements to Members containing details of trading by Members and the imposition of charges and fees for which Members may be liable in the Trading Scheme.
(vi) Compliance by the Manager and the Exchange Company having regard to the rights of a Member on the termination of that Member's right to participate in the Trading Scheme.
(vii) Such other matters or things as the Manager, the Trustee or the Exchange Company may require of the auditor

• "Compliance Inspection Report" means a report in writing duly completed and dared by the auditor who conducted a Compliance Inspection wherein the auditor states:

(i) Details of the scope of the inspection, review, examination and testing conducted by the auditor for the Compliance Inspection;
(ii) Whether or not in the belief of the auditor there is any inadequacy, irregularity or instance of non-compliance arising out of the auditor's conduct of the Compliance Inspection; and
(iii) Where any matter or matters have come to the auditor's attention that cause the auditor to believe that there may be an inadequacy, irregularity or instance of non-compliance arising out of the auditor's conduct of the Compliance Inspection - a description of the matter or matters and a statement of the auditor's reasons for that belief.

• "Electronic Card" means, relative to the definitions of "purchased payment systems" and "purchased payments systems instruments", a card, strip, microchip or device provided to Members to facilitate trading within the Trading Scheme.
• "Exchange" means a system operated and controlled by the Manager whereby:

(a) Members may Trade with each other utilising Trade dollars at least in part; and
(b) the Manager may Trade with Members of the company utilising Trade dollars at least in part

• "Interest rate" means the prevailing penalty interest rate as published from time to time
• "Item" means land, goods and or services provided by a Selling Member or the Manager to a Buying Member.
• "Manager"' means the person or company appointed by the Committee for the purposes of managing and operating the Exchange in accordance with and as provided for by these Rules.
• "Member" means a holder of a "B" class membership of the Exchange Company.
• "Member's Credit balance" means the positive amount recorded in Trade Dollars in a Member's Account with the Exchange Company.
• "Member's Debit balance" means the negative amount recorded in Trade Dollars in a Member's account with the Exchange Company.
• "Membership" means the entitlement of a Member to par-ticipate in the Trading Scheme.
• "Membership card" means the card issued by the Manager identifying the Member as a Member of the Exchange Company. The card shall take such form and contain such information, as the Manager shall from time to time require. "Memorandum" means the Memorandum of Association of the Exchange Company
• "Net Assets" means, for the purposes of the definitions of Category 3 Members and Category 2 Members, the amount ascertained having regard to generally accepted accounting principles after deducting from the value of all of a Member's tangible assets the amount of all the Member's liabilities.
• "Payment by cash or payable in cash" means the payment of any monies in legal tender or by cheque, which is met on presentation, or by an approved credit card.
• "Personal Identification Number (PIN)" means the discrete group of numbers and or letters, which each Member is given upon becoming a Member of the Exchange Company.
• "Prescribed Security" means any registered mortgage over any real property or any charge or registered Bill of Sale over any tangible asset owned by a Member or any other party in favour of the Exchange Company where:

(a) the percentage ratio of the unencumbered value of the said real property or tangible asset to be secured to the Differential Credit Limit to be granted to a Member is not less than 120 %;
(b) the value of the real property or tangible asset to be secured is substantiated by a written valuation made by a duly qualified and independent valuer approved by the Trustee ("the substantiated value"); and the unencumbered value is the substantiated value less the amount which is secured by any existing mortgage or charge as certified by the mortgagee or chargee. The cost of valuation to be borne by the Purchaser

•"Purchased payment systems" and "purchased payment systems instruments" means any electronic based system for the recognition and processing of information pertaining to trading within the Trading Scheme and provided for in the Trading Rules and which can be stored value or con-taining a store of value recognising that changes to a Member's credit balances and a Member's debit balances maybe made by us of an electronic card or chip from and to which data can be included, taken, interpreted and/or recorded as if such electronic card were in respect of at least one of its functions, an instrument in place of a transaction voucher.
• "Stored value" or "store of value" means and includes: 1.The trade dollar value posted by the Manager to the account of a Manager after approval by the Manager to grant and approve credit with or without Security and which will be recognised by the system and will be advance debit by the Manager to the Member or 2. the accumulated credits in trade dollars of each Member within the Trading System or 3. the balance in trade dollars of each participating Member to a transaction, whether as buyer or seller, including the Manager where the Manager so trades, reflects these debits and credits in trade dollars, which can be accessed and recorded in the system electronically by the Manager.
• "Selling Member," means a "B" class Member of the Exchange Company providing goods and or services including real property for sale in accordance with the Exchange Company Authorisation Procedure.
• "Trade dollars" means an accounting unit to facilitate the recording of the debits and credits incurred in respect of transactions between buying Members and selling Members or Members and the Manager. The Trade dollar is also used to record part of the Membership fees, transaction fees and interest payable by a Member and shall be of the same value as one dollar in Australian legal tender.
• "Trading scheme" means the scheme to facilitate reciprocal trade amongst Members in goods and/or services in accor-dance with these Rules.
• "Transaction" means the completion of a trading transaction between the buying Member and the selling Member where the buying Member has accepted the Selling Member's Transaction Voucher.
• "Transaction fee" means the charge made by the Manager as set out in Clause 3.5 of the Deed of Management and Trust.
• "Transaction price" means the gross amount expressed in Trade Dollars and/or legal tender paid or payable by the Buying Member for an item.
• "Transaction Voucher" means a written request in a form approved by the Manager from time to time duly signed by a buying Member whereby the buying Member authorises the Manager to debit his account and credit the selling Member's account.
• "Trustee" means the person appointed by the Committee of the Exchange Company to be the Trustee of the Bad Debts Reserve as provided for in these Rules.
• "Valid Authorisation" means a clearance either verbal or in writing from the Manager, or its nominated Service Provider in respect of each transaction between the Buying Member and the Selling Member and for which Authorisation has been provided by the Manager.

2.2 In these rules unless the contrary intention appears:

a) a reference to these Rules includes any variation or replacement of any of them;
(b) a reference to a statute, by-law or regulation includes all consolidations, amendments, re-enactments, or replacements thereof;
(c) the singular includes the plural and vice versa;
(d) words importing one gender include the other gender;
(e) a reference to a person includes an incorporated association or corporation.

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3.0 The trading scheme Trading Rules provide the mechanism for trading between Members and the Manager where the Manager trades with Members. At the present time Members are required to complete a transaction voucher and to telephone the stipulated telephone number in order to enable the transaction to be recorded and completed and the resulting debit or credit to be recorded and posted to each Members account and providing to the respective net debit or net credit balance as the case may be of these Members. These meth-ods of recording posting and completing the Members account balances and the Manager's account balance where it so trades with Members will be subject to amendment from time to time by the Manager and may include whether in sub-stitution or in addition in whole or in part to the present operation of trading as set out in Rule 3 and may include any elec-tronic card or purchased payment systems or purchased payment systems instruments or otherwise and which are non paper and non voucher in form or substance.

3.1 Trading between Members of the Exchange will operate in the following manner:

3.1.1 The buying Member purchases an item from the selling Member in the Exchange by the issue of the buying Member of a Transaction Voucher directing the Manager to debit his account and credit the selling Member's account in a specified sum of Trade dollars which shall represent at least a part of the purchase price.

3.1.2 The selling Member through his written acceptance of the buying Member's Transaction Voucher and procuration of authorisation under Rule 3.2 or 3.3 hereof foregoes his right to require immediate redemption from that Buying Member of the value of goods and/or services provided by him in any amount agreed as consideration by way of Trade Dollars and accepts in lieu thereof the entry of a credit in Trade Dollars of the transaction value to the selling Member's account.

3.1.3 The Manager in consideration of the acceptance, promises the seller to record and credit the seller's account with the amount of the transaction and to record and debit the buyer's account and to defer and postpone and nor enforce that obli-gation of the Member then in debit whilst that Member has not been suspended or expelled. That debit Member acknowl-edges that it has the obligation to redeem in goods, services or cash the amount of that debit to all other Members then in credit in the trading scheme. Until the credits that accrue to that debit Member exceed the face value of the transaction voucher and then to the extent of that excess and when the debit Member pays the amount of its resulting debit balance whether in goods, services or cash, to immediately repay to all other Members then in credit all but the amount of that excess by the entry of the credit in trade dollars to that Members account.

3.1.4 Each Member, including the Manager when trading as a Member, acknowledges that each transaction voucher repre-sents the whole consideration for a transaction from the buyer and will be accepted as such by the seller.

3.1.5 The Transaction Voucher to be valid shall be in the form approved from time to time, completed in all respects and signed at least by the buyer.

3.1.6 A Member shall not charge another Member any fee to affect; a trading transaction, nor shall Members exchange items with each other. The effect of such an exchange shall still incur a transaction fee charged on the gross value of the exchanged item.

3.1.7 Selling Members shall sell items at their stated prevailing selling price and shall not increase the price when selling to a buying Member.

3.1.8 A selling Member may only levy a surcharge with the prior approval of the Manager

3.1.9 Once a transaction is complete the Manager shall not be a party to any refund or exchange of the item traded.

3.1.10 The respective obligations and entitlements arising from the recording in Trade Dollars of all debits and credits of Members in each Member's account (and which debits and credits may, in each Member's account, be offset one against the other so as to create a net debit or credit position) caused or arising through Members' transactions in the Trading Scheme or under the Trading Rules so that:

(i) where a credit in Trade Dollars is given to or derived by any selling Member (caused, for example through the Manager's acceptance of a Transaction Voucher recording a Members sale transaction in the Trading Scheme and thereafter recorded in that Members Account by the Manager on behalf of the Exchange Company so as to create a net credit position), such credit position recognises that the Member in credit is entitled to obtain goods or services to the value of that credit from Members who may have a net debit balance in their Members' Accounts, thereby entitling such Member in credit to have that obligation redeemed in accordance with the Trading Rules;
(ii) where a debit in Trade Dollars is incurred by any buying Member caused, for example through the Manager's acceptance of a Transaction Voucher recording a Member's purchase transaction in the Trading Scheme and thereafter recorded in that Member's Account by the Manager on behalf of the Exchange Company so as to create a net debit position, such debit position recognises that the Member in debit is obligated to provide goods or services to the value of that debit to Members who may have a net credit balance in their Members' Accounts, thereby obliging such Member in debit to redeem that obligation in accordance with the Trading Rules; and
(iii) the Manager on behalf of the Exchange Company is irrevocably empowered hereunder to enforce the respective entitlements and obligations therein created on behalf of the Members (and the Manager acknowledges that where the Manager trades in the Trading Scheme and thereby incurs credits and/or debits, its entitlements and obligations in respect thereof are to be interpreted likewise as for Members under paragraphs (i) and (ii) hereof.
(iv) The Manager on behalf of the Exchange company is empowered to defer and postpone the immediate obli-gations on the part of that Member to redeem in cash goods and services the debit so incurred or the net debit balance resulting thereto in that Members account whilst that Member has not been suspended or expelled from the Exchange Company within the meaning of Rule 24 and the Manager acknowledges that where the Manager trades in the trading scheme and thereby incurs debits and credits its entitlement and obligations in respect thereof are to be interpreted likewise as for Members under paragraphs (i), (ii) and (iii) and (iv).

3.1.11 The credit balance of a Member is the Trade dollar amount recorded in that Member's account which is an asset which the Member is entitled to trade to obtain goods and services from other Members of the exchange who are debit Members to a value equal to that credit balance in accordance with these Rules.

3.1.12 The debit balance of a Member is the Trade dollar amount recorded in that Member's account and which is a liability of that Member to all the other Members of the Exchange in credit and it is to those Members which the Member is obliged to supply goods and services to an equivalent value to that debit balance or its cash equivalent in accordance with these Rules.

3.1.13 Neither the Manager nor the Exchange Company, as the exchange, warrant the negotiability of Trade dollars which may only be used in the manner set out in these Rules.

3.1.14 In accepting and signing a Transaction Voucher the selling Member must ensure that it:

a) is in the approved form and
(b) contains the signature and identification number of the buying and selling Member and the purchase price in whole trade dollars. Including any calculation for the Commonwealth Government G.S.T.

3.1.15 At the time of the transaction the buying Member must produce to the selling member a current and valid Membership card belonging to the buying Member.

3.1.16 Upon receipt of the Transaction Voucher signed by the buying Member and before the item is purchased the selling Member;

(i) shall obtain authorisation in accordance with the procedure set out in Rule 3.2 or 3.3;
(ii) in obtaining the said authorisation, it directs the Manager to credit the selling Member's account. The Manager shall freeze the funds into the sellers account. Upon receipt of the transaction slip/voucher, with an attached payment for the transaction, the man-ager shall then process the voucher and clear the funds into the sellers account. Should the voucher not be attached with payment or direct credit card debit form filled and supplied to the Manager, the voucher shall not be processed and administrative charges may apply subject to the Manager's policy as may be notified.

3.1.17 No Member shall trade in any illegal, immoral or prohibited item (the prohibited item) under the auspices of the Exchange Company nor use the Exchange for that purpose.

3.1.18 The Manager may notify in the bulletin any prohibited item which cannot be traded between Members under these Rules.

3.1.19 The Manager shall determine from time to time whether an item is a prohibited item.

3.2 THE EXCHANGE COMPANY AUTHORISATION PROCEDURE FOR TRANSACTIONS.

3.2.1 Before trading an item in whole or in part, the selling Member shall implement the Exchange Company Authorisation Procedure, which is set out in Rule 3.1. The transactions shall be conducted by the Manager recording and accepting the specific transaction between Members for any amounts . Upon delivery to the Manager of the transaction voucher duly signed and completed by both the buying member and the selling member and the payment in cash dollars of the said transaction fee by the seller to the Manager.

3.2.2 The selling Member's account shall attract the transaction fee at the date of authorisation. The transaction fee shall be calculated from the point of authorisation and shall thus be reflected on the monthly statement.

3.2.3 To implement this specific transaction procedure the Member will,. Either as the buyer or the seller, be required to observe the following procedure when requesting an authorisation, which is the clearance for the transaction from the Manager namely:

(a) The buying Member will first complete the transaction voucher provided by the Exchange Company and ensure both the buying Member's and selling Member's account name and number, and the whole dollar amount of the sale are entered thereon. The transaction voucher is signed by both the buying Member and the selling Member. The buying Member gives the selling Member's and the Credex' copy of the transaction voucher to the selling Member. After Authorisation the selling Member's accounts department will forward the Credex copy to the Manager.
(b) The selling Member will dial the 1800 777 810 telephone number. The selling Member will then be instructed to inform the Manager of the following information:

(i) the selling Member's Member account number
(ii)the buying Member's member account number
(iii) the transaction amount to the exact dollar and cent;
(iv) description of goods or services transacted
(v) selling member shall be issued with an authorisation number. Selling member to enter authorisation number in appropriate section of the Credex Transaction Voucher.

(c) Upon receipt of the information requested by the Manager the selling Member will be advised whether or not the transaction has been approved or declined to provide a clearance, which is the authorisation. The seller, upon approval shall be issued with an authorisation number. This authorisation number must be written into the appropriate box on the voucher, which must be in triplicate.
(d) The Manager will ensure all data that is entered into the telephone will be repeated to the selling Member after each step in order to verify the correct information has been entered. If data is not entered in accordance with the specified procedures, then the transaction may not be processed and no credit entered to the selling Member's account. No clearance shall be granted if such authorisation results in a buying Member exceeding their Initial Credit Limit or, if applicable, the approved line of Revised Credit Limit or Special Credit Limit, or if buying member is not in good standing.
(e)

(i) Upon acceptance of a transaction by the Manger a transaction fee is payable by the selling Member based upon the trade purchase price.
(ii) Unless paid in cash dollars to the Manager the sell-ing Member hereby irrevocably authorises the Manager to debit the selling Member's nominated credit or charge card with transaction fees of ten percent (10%) of the trade purchase price and which is payable to the Manager in cash dollars. A further two percent (2%) shall be debited in Credex Trade Dollars from the selling Members Credex account or as agreed by the Manager.

3.3 NO LIABILITY

3.3.1 Neither the Manager, the Exchange Company or the Trustee shall be party to any action brought by a selling Member against a buying Member and the buying and selling Members involved in such action hereby agree to indemnify and keep harmless the Manager, the Exchange Company and the Trustee in relation to any loss, damage, expense or cost that each of those last named persons may respectively incur as a result of any action that may be taken against them or any of them.

3.3.2 The buying Member and the selling Member agree that until the Manager accepts a transaction voucher, property in the item (if goods or land) will, at the selling Member's discretion, not pass until paid for. The selling Member may elect when property passes at any time up until payment for same. Risk passes with possession, irrespective of when property passes.

3.3.3 If the transaction will result in the Credit Limit of the buying Member being exceeded or Debit Balance of the buying Member exceeding his limit, the transaction must be authorised by the Manager and the Trustee; the buying Member must first have given security satisfactory to the Manager (and in the case of a transaction requiring the Trustee's authorisation, such security must be approved by the Trustee) over the whole amount by which the Member will exceed his Authorised Credit Limit.

3.3.4 The selling Member shall, within 7 days of the transaction, forward to the Manager the transaction voucher issued by the buying Member. The transaction voucher must be attached with the cash fee payment charged by the Exchange for the gross value of the transaction amount.

3.3.5 Upon acceptance of the transaction voucher with payment made to the Manager for the transaction, the Manager shall, subject to these Rules and as agent for the parties credit the selling Member's account with the face value of the transaction voucher, and debit the buying Member's account with the face value of the Credex - Rules of Trading 9 transaction voucher.

3.3.6 The Manager shall not be obliged to accept the buying Member's transaction voucher where the Manager has pub-lished in the bulletin, on at least one occasion prior to the date of the receipt of the transaction voucher, advice that the buying Member has been excluded or suspended from Membership of the Exchange and such notice has not been revoked.

3.3.7 Where the Manager does not accept the buying Member's transaction voucher then the Manager shall return it to the selling Member and no transaction fee shall be payable on the transaction pertaining to that transaction voucher.

3.3.8 Upon obtaining a valid authorisation the selling Member acknowledges and agrees that the buying Member's transaction voucher is valuable and present consideration for the item purchased.

3.3.9 REAL PROPERTY

(a) Where a transaction comprises or is partly comprised of real property, it shall be a condition of the transaction that it is authorised by the Manager and The Trustee and the buying Member's transaction voucher is accepted by the Manager.
(b) The Manager shall not be obliged to accept any such transaction unless satisfied that all the contractual arrangements between the selling Member and the buying Member and title to the real property does not pass until this condition has been met to the satisfaction of the Manager. The Manager can further refuse to accept any such transaction should no payment for the transaction be made available for collection by the Manager at the settlement date of the sale of property.

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4.1 Subject to the provisions of Rules 4.2 to 4.5 inclusive and upon acceptance as a Member and at any time throughout the duration of Membership the Manager can, grant to a Member a Line of Credit in Trade dollars which shall be termed an "Initial Credit Limit" in the amount commensurate with and in line with the Manager's assessment of that Member's financial capacity credit worthiness and repayment ability.

4.2 No Member shall be granted the entitlement to incur a debit balance otherwise than by meeting the criteria provided for under the definition of Initial Credit Limit.

4.3 No Member shall be entitled to incur a debit balance in.xxvii excess of the Initial Credit Limit otherwise than by obtaining a Revised Credit Limit or Special Credit Limit.

4.4 A Member shall not be entitled to obtain a Revised Credit Limit unless the Member meets the prudential requirements as required by the Manager.

4.5 A Member shall not be entitled to obtain a Special Credit Limit unless the Member provides a Bank Guarantee or Prescribed Security and meets the prudential requirements set out by the Manager.

4.6 In the event that a Related Party to the Manager applies for Membership the Manager will disclose that fact to the Trustee.

4.7 The Manager shall not be entitled to incur a debit balance in the Manager's Trade Account in excess of the Manager's Credit Limit;

4.9 REVISED CREDIT LIMIT

4.9.1 At any time after the expiration of twelve months from the date upon which any Member became a Member, and from time to time thereafter, the Manager may, upon the application of any Member, grant to the Member a Line of Credit ("Revised Credit Limit") but otherwise not in an amount exceeding that pre-scribed in the Deed of Management and Trust. The grant of a Revised Credit Limit shall be subject to the approval of the Trustee, who may grant or withhold approval, or grant approval unconditionally or subject to conditions.

4.9.2 No Member shall be entitled to receive or obtain a Revised Credit Limit unless that applicant Member provides a Bank Guarantee or prescribed mortgage security and meets the prudential requirements provided for in these rules and approved by the Manager and the Trustee.

4.9.3 The Credit Limits granted by the Manager and Trustee shall at no time exceed:

(a) for category 1 and 2 Members a maximum of $50,000.00 and;
(b) for category 3 Members a maximum of $100,000.00.

4.10 SPECIAL CREDIT LIMIT

4.10.1 At any time after becoming a Member, a Member may apply for a Line of Credit (Special Credit Limit) greater than the maximum Revised Credit Limit that is available to that Member.

(a) An application for a Special Credit Limit shall be supported by a Mortgage or a Bill of Sale or charge or other prescribed security over a tangible asset or a bank guarantee or a registered mortgage over real property.
(b) The grant of a Special Credit Limit shall be subject to the approval of the Manager and the Credex - Rules of Trading 10 Trustee, both of whom may withhold or grant their approval unconditionally.

4.10.2 The Trustee shall, in determining the grant of a Special Credit Limit have regard to the proposed security and its adequacy and may;

(a) require in addition to the proposed security any such additional prescribed securities, charges, guarantees, or bank guarantees together with all such further information as he shall deem proper and appropriate, having regard to all the circumstances; and
(b) determine that the Special Credit Limit should only be granted if the applicant Member provides such additional securities and meets such other conditions as the Trustee shall decide;
(c) determine the said application for a Special Credit Limit and decide that no such Special Credit Limit should be granted.

4.10.3 In making such determination in accordance with the last pre-ceding Rule the Trustee may in his sole discretion retain such qualified experts as to enable him to arrive at such a deter-mination including, by way of illustration and example, legal, financial, accounting and valuers advice.

4.10.4 Prior to the approval by the Trustee of a Special Credit Limit to any applicant Member the Trustee may in addition to any other prescribed security charge or guarantee, require the Member to pay such non refundable amount to the bad Debts Reserve as it shall in its sole discretion determine.

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All Members agree that the Manager may from time to time trade with Members. Membership Asset/Revenue Credit Limit Category (Trade Dollars) Category 1 $10,000 Category 2 Net assets of $25,000 not less than $250,000 Annual gross revenue of not less than $1 million Category 3 Net assets of not $50.000 less than $1 million. Annual gross revenue of not Less than $5 million.

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Upon a person become a Member he shall be:

6.1.1 given an account;

6.1.2 allocated an account number and a personal welcome letter to the Exchange

6.1.3 subject to the provisions of Rules 4.1, 4.2 and 4.3, provided with an initial Credit Limit of up to $2000 (Two thousand Trade Dollars) at the sole discretion of the Manager and by the Manager

6.1.4 issued with a Membership card.

6.2 The Member agrees that, upon termination or suspension of Membership for any reason, or at the end of twelve months from acceptance of Membership whichever is the sooner. the Member shall repay the sum mentioned in Rule 4.8 by the Manager debiting the Member's account with that amount or, should the Member's account not have a credit balance of the equivalent to the Trade debit balance then outstanding, the Member in consideration for the advance of the Trade dollars mentioned in Rule 4.8 agrees to make such payments of cash as shall be necessary to repay the Manager the total of the Trade dollar balance outstanding. For the purpose of this rule one Trade dollar shall have the same value as one dollar of Australian legal tender.

6 3 Upon granting an authorisation the selling Member's account shall be provisionally credited with the face value of the transaction voucher and the buying Member's account shall be debited with the face value of the transaction voucher. The transactions shall include all G.S.T. calculations to be charged in Credex Trade Dollars.

6.4 The provisional status of the transaction will be confirmed upon receipt by the Manager of the transaction voucher, completed in accordance with Rule 3.14. 6 .5 Acceptance by the Manager of the transaction voucher pursuant to Rules 3.1.1 to 3.1.17 inclusive shall constitute

(a) an irrevocable authority by the parties to the Manager to debit the buying Member's account with the face value of the transaction voucher and to credit the sell-ing Member's account with the face value of the trans-action voucher.
(b) the recording in trade dollars of all the respective debits and credits in each Member's account with the face value of the transaction voucher and to credit the sell-ing Member's account with the face value of the trans-action voucher
(c) The express acknowledgement by all parties that the debit incurred in trade dollars on the part of the buying Member created by the transaction is such that the Member in debit is obligated to provide goods and services to the value of that debit to Members who may have a net credit balance in their accounts in the trading system and obligation such debit Member to redeem those obligations in accordance with these trading rules to all other Members of the Exchange Company then in credit within the Trading Scheme and the Manager and the Manager on behalf of the Exchange Company is empowered and obligation to enforce the entitlements and obligations where applicable in these Trading Rules.
(d) The enforcement of these obligations and Credex - Rules of Trading 11 entitlements by the Manager is an express irrevocable authority to enforce the entitlements and obligations therein created on behalf of Members and the Manager acknowl-edges that where it trades in the trading scheme and incurs any credit or debit its entitlements and obligations are to be interpreted likewise as for Members under paragraphs (a), (b) and (c) and the authorisations to collect and post all such debits and credits to each member, the Manager and the Exchange Company is pursuant to these Trading Rules.

6.6 The issue of a transaction voucher signed by both Members shall, upon its acceptance by the Manager on behalf of the Exchange Company recorded in that Member's account, constitute a contract between the buying Member and the Manager on behalf of the Exchange Company whereby:

(a)

(i) In consideration for accepting the transaction voucher and recording in that buying Member's account by the Manager on behalf of the Exchange Company of that transaction so as to reflect a net debit position
(ii) the Manager on behalf of the Exchange Company agrees to record in that selling Member's account the net credit amount in Trade dollars of the face value of the transaction voucher;

(b) the face value of the transaction voucher as recorded by the Manager on behalf of the Exchange Company becomes a liquidated debt owing to the Manager on behalf of the Exchange Company and which the Manager is irrevocably authorised to collect and enforce the buying Member's debt and which can be offset against the credits which that Member may or shall have as a result of trading or so as to create a net debit or credit position (as the case may be caused or arising through the Members transactions in the trading scheme.

6.7 The liquidated debt mentioned in Rules 6.5 and 6.6 which the Manager is authorised to collect and enforce the obligation which, even though expressed in Trade dollars, shall for the purpose of this rule be equal to the same amount of dollars in Australian legal tender and may be recovered by the Manager in Australian legal tender in any Court of competent jurisdiction.

6.8 Any Member may at any time pay to the Manager any number of whole Australian dollars, and the Manager will credit the Member's account with the equivalent number of whole Trade dollars. The payments shall not constitute a loan to the Manager nor shall it carry interest and nor will it be refundable or otherwise repayable to the Member in Australian legal tender.

6.9 The Manager is irrevocably authorised by these Rules to debit the Member's account with any Membership fees, Bad debt trade dollar levies, Bulletin and Administration fees and service fees when the same are due.

6.10 Where the Manager for whatsoever reason accepts a transaction voucher pursuant to Rules 6.1 to 6.6 inclusive without the transaction fee from the selling Member the Manager pursuant to Rule 6.7 may either at its sole discretion:

a) recover the same from the selling Member as a liquidated debt; or
b) debit the selling Member's account. The amount debited shall constitute the full amount of the trade dollars balance in the selling members account as payment for any cash outstanding.

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(a) Reciprocal Membership of Trade Exchanges as "B" Class Members

7.1 The Manager may admit to Membership as a "B" Class Member upon completion of the required application form and fees thereto any other Trade Exchange which has the ben-efit of the Corporations Law and upon such approval by the Committee of such Membership shall be admitted to Memberships as a "B" Class Member

7 2 The Manager is empowered to establish accounts with such other trade exchanges admitted as "B" Class Members which have obtained or are obtaining Exemptions from the Corporations Law and which shall be entitled to trade with other Members and the Manager of the Exchange Company providing always that the Manager of Wallabie Holdings Pty Ltd T/a Credex Trade Exchange - ABN 69 099 930 677 shall have been admitted to reciprocal Membership as a trading Member of that other trade exchange and subject to the trading rules and the Deed of Management and Trust may trade with that reciprocal "B" class Member.

(b) Manager's discretion to waive Entrance & Registration and other Membership fees.

7.3 Where the Manager deems appropriate in the interest of the Members and the Exchange Company the Manager may rec-ommend to the Committee that the Entrance and Registration fees or any other such applicable fees that would be otherwise payable by a particular applicant for Membership be waived in whole or in part and the Committee shall approve that applicant on the terms and conditions as stipulated in the Manager's recommendation for Membership of the Exchange Company.

(c) Membership Fee 7.4 Upon a "B class" Member being admitted to Credex - Rules of Trading 12 Membership he shall pay an annual administration fee, Membership fee and any other fees as provided for in the Articles of Association and trading Rules

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8.1 Each calendar month the Manager will deliver to every Member a written statement detailing:

a) each reported transaction of the Member during the previous month; and
(b) each debit or credit amount of Trade dollars and cash dollars made against or to that Member's account dur-ing that month;
(c) the balance of the account at the end of that month.

8.2 whilst the Manager will take all care to ensure that statements are accurate, it will not be liable for any inaccuracies. The Manager may correct any inaccuracies it detects in any Member's account at any time.

8.3 Inaccuracies notified to the Manager in writing within 14 days of the date of any statement will be corrected by the Manager upon verification by it of the inaccuracy notified. After 14 days the Manager will not be obliged to rectify any error and the account of the Member in the Manager's records will be deemed to be conclusive evidence of its accuracy unless the Manager in its absolute discretion determines otherwise.

8.4 Any alteration to any Member's account will appear on the statement in the month in which the alteration is made. Alternatively such changes that may be made shall be reflected in the following monthly statement.

8.5 Whilst statements shall be sent to each Member monthly, Members accounts shall be kept on a continuous and running basis for the purposes of determining whether the Manager will accept any orders.

8.6 Unless written arrangements are made with the Manager, a Member's account shall be kept on a continuous and running basis for the purposes of determining whether the Manager will accept any orders.

8.7. The Manager may at its discretion at any time that it sees fit where a Member's account is in debit to the extent of more than one hundred Trade dollars of agreed or nominated Credit Limit imposed by the Manager or the Trustee or at any time when a Member is suspended or expelled in accordance with the Articles either:

(a) make demand and sue to recover the whole of the debit amount provided for in Rules 6 and 7; or member's credit card to the extent of the debit pursuant to the irrevocable authority which is hereby given and the authorisation signed by the Member permitting the Manager to draw against the said credit card.

8.8 Before a statement is sent to a Member an amount for the Member's annual administration fee will be debited to that Member's account when the annual fee falls due or at any period equivalent or beyond twelve months of the Member becoming a Member of the Exchange.

8.9 At the same time as the Manager forwards the statements of account to members it shall also forward a copy thereof to the Trustee.

8.10 Members can obtain an up-to-date balance on their account by dialing the Manager's Head Office number as nominated in correspondence which will be charged at $5.00 per enquiry. To access this service, the Member will need to quote both his account number and account name. This charge may be amended from time to time by the Manager.

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9.1 All trades are to be conducted on a one hundred percent (100%) Trade dollar basis unless the selling Member has, before entering the transaction, obtained the consent of the Manager to trade in cash or partly in cash and partly by way of trade, which consent may be withheld at the sole and unfettered discretion of the Manager. The transaction fee of the transaction amount shall be calculated and charged on the gross amount of the sale, this includes any cash amount which may form part of the transaction.

REFUSAL TO TRADE

9.2 If a Member has been requested to sell to a Member and declines to enter into that trade with that buying Member in circumstances where the selling Member would have entered into a transaction if the buying Member was willing to pay cash, then the selling Member will be deemed to have breached these Rules.

9.3 Unless specifically authorised by the Manager in writing where the credit balance of a "B" class Member exceeds an amount of $10,000 trade dollars or the amount in credit equivalent to the special credit limit or the revised credit limit that Member would otherwise be entitled to receive then the Member in credit shall be suspended, at the sole discretion of the manager, from trading with the Members and the Manager.

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10.1 The Manager may participate in trade and the Manager may debit or credit its Trade Account Credex - Rules of Trading 13 as the case may be and cor-respondingly credit or debit the Trade Account of the other Member participating in the transaction save and except that the Manager shall not be required to pay any administration fees or fee to the Bad Debt Reserve.

10.2 In trading between the Manager and a Member, the Manager may sell to and buy from Members items in the same way as Members trade between themselves except as set out below.

10.3 Where the Manager sells to a Member the requirement to produce a valid Membership card and to obtain authorisation does not apply and acceptance by the Manager of the buying Member's transaction voucher will constitute the completion of the transaction.

10.4 Where the Manager is the selling Member no transaction fee is paid.

10.5 Where the Manager is the buyer then the selling Member shall pay the transaction fee in the same way as if he were selling to another Member.

10.6 MANAGER'S LINE OF CREDIT AND CREDIT LIMITS

Subject to the Deed of Management and trust, the Manager shall be entitled to a line of credit in Trade dollars (the "Manager's Credit Limit") which shall, at any time and from time to time, be calculated in accordance with the following formula: MCL=(CFI + TDFI + TPS)x 12 where:

(a) "MCL" is the Manager's Credit Limit expressed in Trade Dollars.
(b) "CFI" is the average monthly cash fee income of the Manager over the previous three months (though expressed for the purposes of this formula in an amount as Trade Dollars) derived from transaction fees (but excluding the Bad Debt Reserve fees charged to "B" class Members of the Exchange Company).
(c) "TDFI" is the average monthly Trade Dollar fee income of the Manager over the previous three months derived from service fees, administrative fees, bulletin fees, publication fees and other fees charged (in Trade Dollars) to "B" class Members of the Exchange Company; and
(d) "TPS" is the average monthly amount in Trade Dollars representing profits made by the Manager on the sale of goods and/or provision of services to Members within the Trading Scheme averaged over the previous three months and calculated by application of generally accepted accounting principles.

10.7 In order to determine the initial amount of the Manager's Credit Limit, and at all times thereafter when a review of the Manager's Credit Limit is conducted, the Manager produces to the Trustee a statement authenticated by at least one director of the Manager verifying the value of the components and the correctness of the calculation and the application of the formula referred to in Rule 10.6.

10.8 Upon production of the statement under Rule 10.7 each of the Manager and the Trustee shall thereupon certify the amount of the Manager's Credit Limit applicable as at the date to which it is entitled to trade in debit. Following each review of the Manager's Credit Limit applicable as at the date to which it is entitled to trade in debit. Following each review of the Manager's Credit Limit each party shall likewise certify the amount of the applicable Manager's Credit Limit as at the date of each such review.

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11.1 PROVISION OF SERVICES.

The Manager shall use its best efforts to provide to Members the following services (the "The Services").

(a) A current list of all Trading Members;
(b) Access to authorised non-confidential details of current information on Members and goods or services available under the Trading Scheme;
(c) The publication from time to time of bulletins and the making available of advertising space in such bulletins to Members for goods or services they may offer through the Trading Scheme for a fee;
(d) The administration and enforcement of the Rules;
(e) The ongoing review and, where necessary, amendment of these Rules;
(f) The maintenance and operation of the transaction authorisation procedures and the processing of properly completed transaction vouchers;
(g) The carrying out of the duties and functions of the Manager as contained in these Rules;
(h) The carrying out of those duties and functions of the Manager as are required to be carried out by it on behalf of the Exchange and its Members under these Rules ;

11.2 NO LIABILITY. The Manager shall not be liable to any Member or the Exchange Company for failure to provide, or the manner of providing, the services of Members to the Exchange Company from time to time nor shall it be liable under any circumstances for failure to procure new Members or retain existing Credex - Rules of Trading 14 Members.

11.3 MONITOR AND RECOVER DEBT BALANCES. The Manager shall take all reasonable steps to:

(a) monitor all trade accounts which have a debit balance and ensure that the Members holding those accounts maintain them in accordance with these Rules; and
(b) in the name of the Exchange Company, pursue recovery of debit balances where the Rules provide that they are recoverable. This recovery is to be pursued and paid in AUD currency.

11.4 REGULATE AND CONTROL The Manager shall have the right and power to regulate and control the number of Trade dollars within the Trading Scheme.

11.5 PERIODIC STATEMENTS The Manager shall issue monthly statements to Members to reflect the activity in their accounts, and amounts that are due and owing to the Manager.

11.6 Statements issued by the Manager shall be deemed to be accurate unless a Member notifies the Manager in writing of any discrepancy within fourteen days of the statement date.

11.7 INTERIM ACCOUNT A Member who requests an interim account particularising activity in that Member's Transaction Account will be provided with the said account subject to payment of a reasonable fee which may be prescribed from time to time be the Manager.

11.8 MANAGER TO ACT ON BEHALF OF THE EXCHANGE The Manager has the full and unfettered management and control of the affairs of the Exchange in relation to the conduct and operation of the Exchange.

11.9 Where these Rules provide that any act, matter or thing is to be done or caused to be done by the Exchange, the Manager may do or cause to be done that act, matter or thing on behalf of the Exchange, which shall be sufficient compliance with these Rules.

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12.1 The Trustee shall establish a Bad Debts Reserve.

12.2 The Manager shall at the end of each month pay into the Bad Debts Reserve 1% of the total of transaction fees received from the "B" class Members and such sum charged to each Member in Trade Dollars by annual levy which shall be fixed from time to time by the Manager. These shall be respectively entitled the Bad Debt Cash Reserve and the Bad Debt Trade Reserve and shall jointly comprise the Bad Debts Reserve.

12.3 The Bad Debts Reserve shall be applied by the Trustee in the following circumstances:

a) If a Member is expelled from the company or suspended from Membership with a debit balance in its account and the Manager forms the view that it is impractical or there is little likelihood of recovering that debit balance and expenses in cash from the Member and makes a recommendation to that effect to the Trustee, which the Trustee in its discretion may accept or
(b) If a selling Member submits a buying Member's transaction voucher for an amount which the Manager does not subsequently accept and the Manager forms the view that it is fair and equitable that the selling Member should be reimbursed for the face value of the Transaction Voucher less the transaction fee and makes a recommendation to the Trustee which the Trustee in its discretion may accept; or
(c) If a Member is expelled from the company or is suspended from Membership and Membership fees, transaction fees, or interest is owing to the Manager and the Manager forms the view as set out in Rule 12.3 (a) and makes a recommendation to that effect to the Trustee which the Trustee in its discretion may accept; or
(d) In the event that a transaction fee is not paid by the selling Member when the Manager receives a transaction voucher and the Manager forms the view that it is impracticable or there is little likelihood of recovering the fee from the selling Member.

12.4 Where Rule 12.3 operates the Trustee shall pay to the Manager from the Bad Debts Reserve the Cash and Trade dollar amounts which will reimburse the Manager for the loss sustained.

12.5 Where the Trustee decides that the Bad Debts Cash Reserve is insufficient the Manager shall pay to the Trustee an increased amount from each Transaction Fee which amount the Trustee and Manager shall jointly agree be required.

12.6 If the Trustee decides that part of the Bad Debts Reserve is excessive to the Trustee's foreseeable requirements, then the Trustee is at liberty to pay to the Manager by way of income that excess in Cash or Trade Dollars or Cash and Trade Dollars.

12.7 Except as provided for in these Rules no Member is entitled to any part of the Bad Debt Reserve or may require the Trustee to pay any Credex - Rules of Trading 15 part of it to any Member even if the Member is expelled or suspended.

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The Manager may trade in debit if the Manager has granted to the Exchange Company, in order to secure the Manager's performance of its obligations pursuant to the Deed of Management and Trust, these Trading Rules and the ASC Exemption Instruments, a first registered or registrable floating charge over all and whatsoever its assets, property and undertaking including its capital, chattels, furniture, equipment, inventory, stock, goodwill, business, debts, income and monies receivable or payable from all sources including, but without limit to the foregoing, all amounts and sums payable, whether in Cash or Trade Dollars arising out of its entitlement to claim or receive the same from any person (which shall include Transaction Fees, Administration and other fees and Bulletin fees payable by Members under these Trading Rules) (hereinafter called the "Charge")

13.2 The Manager may, subject always to the specific and prudential covenants and the Manager's Credit Limit, in accordance with the terms of the Deed of Management and Trust and these Trading Rules:

(a) Undertake to finance Members who wish to acquire a given asset but to defer the payment for the asset for a specific period or to pay by installments. In so far as the requirements of the Member and the manner of payment is required, the Manager may direct the pur-chase of the asset concerned which will then be sold to the customer at an agreed nominated price which shall comprise the actual cost of the asset to the Manager and the agreed margin of profit and to allow the Member to settle the payment by installments within the period and manner so agreed with the Manager and the Member.
(b) Finance the use of services and assets to Members to acquire the right to use the services of a given asset. Upon authorisation the Manager will first purchase the asset required by the Member and will then lease the asset to the Member for a fixed period with a lease rental and other terms and conditions acceptable to both parties.
(c) Finance the use of services and subsequent acquisition of assets for:

(i) Members who initially wish to acquire the right to use the services of a given asset and subsequently wish to own the asset under the principle of renting ending with ownership. The Manager shall first purchase the asset required by the Member and the asset shall be then rented to the Member by the Manager for the fixed period with rental payments to be agreed to be paid by both parties. At a predetermined point in time, agreed between the Member and the Manager, the Member will purchase from the Manager the asset concerned at the agreed price with those rentals previously paid constituting part of the asset purchase price.

(d) Finance Working Capital The Directors may authorise transaction funding facilities to be provided by the Manager to provide specific financial facilities and/or funding on a short term basis for the purpose of facilitating trade or working capital for nominated Members. By way of illustration such facilities may include, but are not restricted to, Letters of Credit, Letters of Guarantee and Working Capital finance.

(i) Letter of Credit

(a) The Manager may provide a Letter of Credit facility at the request of the nominated Member and the Manager in its discretion may require the Member to place a deposit or nominated securities with the Manager for the full amount of the price of the goods to be purchased or imported and the Manager will then pay the full proceeds to the appropriate negotiating bank or body and release the documents to the Member and the Manager may charge the Member fees and commission for its services.
(b) The Manager may accept a deposit from a Member for an agreed share of the cost of goods to be purchased by agreement. Upon establishment of a bank utilizing, if so required, the Member's deposit and securities as well as its own share of the balance of the funds required, and releasing the documents and goods to the Member with the Manager and the Member sharing in the agreed profit from the venture as provided for in the agreement.
(c) The Manager may fund a Letter of Credit facility for a Member to purchase or import goods nominated by the Member on the principle of cost plus an agreed mark up with the Member. The proceeds of the Letter of Credit will be paid to the negotiating bank with the Manager taking title to the goods. The goods, upon becoming the property of the Manager, will be sold to the Member at a sale price comprising cost and profit margin and the Member shall pay on settlement by cash or on such terms as agreed with the Member.
(d) Letter of Guarantee The Manager may Credex - Rules of Trading 16 authorise and provide the facility of a Letter of Guarantee to a Member for commercial purposes and the Manager, upon establishment of the Letter of Guarantee, will charge the Member a fee for the service it provides.

(e) Working Capital Finance The Manager may grant a facility to a Member to finance the working capital requirements of the Member to purchase, by way of illustration but not exception, stock and inventories, spare parts and replacements or semi finished goods and raw materials and the Manager will provide this financing under the principle of mark up or cost plus and the Manager shall first purchase the goods and/or appoint the Member as its agent to purchase the required goods on its behalf and from its own funds. The Manager will subsequently sell the goods to the Member at an agreed price comprising its purchase price and profit margin and allow the Member to set till such sale price on a nominated deferred date on which date the Member will pay to the Manager the agreed end sale price.
(f) Any such specific funding and finance arrangement as listed in Rule 13.2(a) to (e) inclusive shall be treated by the Manager, the Trustee, the Auditor and the Member as a debit to the Manager's Credit Limit in accordance with the formula set out in Rules 10.1 to 10.8 inclusive.

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14.1 The following Rules shall apply to any transaction comprising (either wholly or in part) real property if the transaction will cause the buying Member to become a Debit Balance Member. The Manager shall not accept the transaction unless:

(a) it is satisfied on reasonable grounds that the buying Member's prospective future trading activity will be such as to cause it to become a Credit Balance Member within (12) months of the date of the trans-action. The buying Member will provide all such information as the Manager may reasonably require to make the assessment required of it. The Manager's decision will be final; and
(b) where the buying Member has first given or caused to be given to the Manager security in a form satisfactory to the Manager and with a value equivalent to not less than 120% of the amount of the buying Member's Debit Balance after the transaction has been completed. The security shall be implemented at the cost of the buying Member and shall not be released until the buying Member becomes a Credit Balance Member. The Manager's decision as to the adequacy of any Member shall be final; and
(c) In any case where the approval of the Trustee is required such approval has been given by the Trustee in writing to the Manager.

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15.1 A transaction which requires payment on an installment basis shall be authorised by the Manager at the time when the initial authorisation is sought.

15.2 Transaction fees are payable at the time when each transaction voucher representing an installment is accepted by the selling Member. I.e. upon authorisation of the transaction voucher.

15.3 Where a transaction voucher is paid by way of deposit and that transaction voucher is passed to the Manager, it shall not be negotiated or accepted by the Manager until the selling Member becomes entitled to keep the deposit as agreed between the selling Member and the buying Member.

15.4 Once the Manager has given a valid authorisation the buying Member's account will be provisionally debited with the full amount of the transaction value to be paid for by future orders.

15.5 The Manager shall be entitled to take the full amount of all the orders (whether issued or not) into account when determining the state of the buying Member's account for all purposes under these Rules.

15.6 Unless the selling Member stipulates to the contrary, property shall not pass in the item until the last installment has been paid.

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16.1 WARRANTY AS TO TITLE

(a) Where the Manager participates in the Trading Scheme as a selling Member, the Manager warrants to the buying Member that the Manager has title to the goods which are free from any charge, lien or encumbrance.
(b) Such goods are sold on an "as is where is" basis and the buying Member shall acquire those goods on the understanding that the goods are manufactured or produced by someone else and not the Manager.

16.2 NO WARRANTY AS TO FITNESS FOR PURPOSE. The Manager makes no warranty whether express or implied by operation of law or otherwise as to the merchantability, fitness for purpose or otherwise of those goods. Credex - Rules of Trading 17

16.3 BENEFIT OF WARRANTY A member shall look solely to the manufacturer, distributor or retailer of any such goods to obtain the benefit of any warranty.

16.4 ASSIGNMENT OF WARRANTY Upon the completion of any transaction in which the Manager participates as a selling Member the Manager assigns the benefit of any warranty attaching to the goods to the extent that the benefit of any warranty attaching to the goods is lawfully capable of assignment.

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17.1 Neither the Manager, the Exchange nor the Trustee will at any time accept liability for:

(a) the merchantability, quality, effectiveness, use, value or state of any item or transaction;
(b) any representation, statement or claim made by any Member or other person in respect of any item, trade or transaction;
(c) any loss, damage, injury or death sustained by any person as a direct or indirect result of any item of trade or transaction.
(d) any property loss or damage or financial loss sustained by any person or entity as a direct or indirect result of any item traded or the transaction; or
(e) the availability or continued availability of any item by any Member.

17.2 The parties acknowledge that neither the Manager, Trustee nor the Exchange;

(a) are parties to any transaction between Members and that they are not liable for breach of contract in respect of any transaction between Members; or
(b) recommend, promote or endorse any item, except in the case of the Manager where items are traded by it.

17.3 Where the Manager contracts to sell any item by trade, it expressly gives no warranty as to its merchantability, suitability or fitness for the purposes required by the buying Member to the full extent that it is able to do so by law.

17.4 Where the Manager, Trustee or the Exchange may be held liable in tort or for statutory breach in respect of any transaction or any item traded then the Member who has suffered as a result of that breach hereby agrees to indemnify the Manager, Trustee and the Exchange and keep them indemnified in respect of all losses, damages, claims or costs which that Member may otherwise have against each of them jointly and severally.

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18.1 TRANSACTION FEEEach selling Member shall pay a fee in respect of each transaction in which it participates, which shall be those amounts set out in the Transaction Scale as determined and published by the Manager from time to time and these fees are payable, at the election of the Manager, in cash.

18.2 ADMINISTRATION FEE Each Member shall pay an annual fee (the "Administration Fee") which at the discretion of the Manager will be payable entirely in Cash or partly in Cash and partly in Trade dollars, or entirely in Trade dollars.

18.3 DIRECTORY AND BULLETIN FEES The Manager shall be entitled to charge each Member a fee (the "Directory and Bulletin Fees") which, at the discretion of the Manager, will be payable entirely in Cash or partly in Cash and partly in Trade dollars or entirely in Trade dollars.

18.4 TRADE DOLLAR CONTRIBUTION TO THE BAD DEBT TRADE DOLLAR BAD RESERVE Each Member shall pay a annual fee in trade dollars which shall by levied by the Manager at such amounts as shall be determined by the Manager and the Trustee from time to time and held by the Manager on behalf of the Trustee as part of the Bad Debt Reserve.

18.5 PAYMENT In the event that transaction fees have not been paid at the time of submitting a transaction voucher for processing the Member shall pay to the Manager the full amount of all fees and charges owing by it within seven days of the date of transaction authorisation or within such other period as may be notified by the Manager.

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19.1 Interest is payable by any Member expelled or suspended by the Manager whose account with the Manager is in debit for any longer period than 30 days.

19.2 Interest may be paid at the Manager's discretion by either debiting the Member's account with that number of Trade Dollars equal to the amount of interest which the Member would be liable to pay or alternatively the Manager may require the interest to be paid in Cash or partly in Cash and partly in Trade Dollars.

19.3 In the event that a Member fails to pay any fees or charges within the period referred to in these Rules or, any other money which becomes payable under these Rules, by the date upon which it becomes payable, then the Member shall pay interest on the amount outstanding at Credex - Rules of Trading 18 the penalty interest rate applicable in force and published from time to time, compounded monthly, (or such other rate as the Manager may prescribe from time to time) until the outstanding fees, charges and/or other monies and interest thereon are paid in full.

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20.1 The Manager may require the pre-payment of Transaction/Service Fees and Levies if:

a) the Manager reasonably believes that a Member is spending the credit balance in the member's Account or reducing the debit balance in the member's Account in anticipation of ceasing future participation in the Trading Scheme; or
(b) a Member has given notice to the Manager or has, by its actions, in the opinion of the Manager indicated that it intends to cease participation in the Trading Scheme; or
(c) a Member's right to participate in the Trading Scheme has been terminated by the Manager allows the Member to finalise its account by entering into trans-actions as a selling Member only.

20.2 NO TRADING UNLESS FEES PREPAID Where the Manager requires a Member to prepay fees under Rule 20.1, that Member may not enter any Trade until those fees are paid.

20.3 ARREARS If a Member is in arrears of payment of any Transaction/Service Fees, Administration Fees or Directory Fees or any other fees or charges for more than thirty days after the date of the Statement or, in the case of Fees when a transaction voucher is forwarded to the Manager, then the Manager may freeze the Trade Dollar balance and prevent its use until satisfactory arrangements are made with the Manager for payment of any monies in arrears. Failure to pay fees will allow the Manager to withdraw all trade dollar balance in the account owed by the Member with outstanding cash fees.

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21.1 The Manager shall send to each Member at least quarterly, to the Member's current addresses shown in its records, a Bulletin which shall be in such format as the Manager from time to time stipulates and which shall amongst other things state:

(a) any item which Members have to trade; and
(b) a current list of suspended or excluded Members account numbers.

21.2 Any Member may, at the discretion of the Manager, advertise any goods or services in the Bulletin for a fee and upon terms to be negotiated between the advertising Member and the Manager.

21.3 Every Member hereby authorises the Manager to publish all of the information pertaining to each Member as detailed in Rule 21.1.

21.4 The Exchange, the Manager and the Trustee give no warranty as to and shall not be responsible for the accuracy of the information in relation to any item contained in the Bulletin, and publications or any promotional or other material provided by The Exchange Company or the Manager servant or agent of them or any of them to Members, and shall not be liable for any error or omission therein.

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22.1 Each Member is personally responsible for any income or other tax, impost, stamp duty or transaction tax payable on any transaction.

22.2 Where taxes or duties are payable on any transaction voucher by the Manager then the Manager shall be at liberty to charge the buying Member for the same at the end of the month in which the duty or tax was paid by the Manage

22.3 Any further tax or impost of any nature (excluding income tax payable by the Manager) charged to or levied upon the Manager in respect of the sale, use or acquisition of an item shall be debited by the Manager to the buying Member.

22.4 Should any Member cease to be a Member before the tax or impost has been paid then the Manager may recover the same from the former Member as a liquidated debt in any Court of competent jurisdiction.

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23.1 Trading between members shall not be valid and no valid authorisation shall be given by the Manager unless the buying Member produces to the selling Member at the time of the transaction a valid Membership card issued by the manager to the buying Member.

23.2 A Membership card ceases to be valid when:

a) it is reported to be lost, stolen or destroyed; or
(b) the Member's Membership is terminated or suspended; or
(c) the Member's account is in debit and arrangements have not been made with the Manager to extend credit in respect of that account; or
(d) the annual expiry date specified on the card Credex - Rules of Trading 19 has passed in time.

23.3 A replacement Membership card may be issued by the Manager at a fee specified by the Manager.

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24.1 Only Members who have not been expelled or suspended may utilise the Exchange.

24.2 Suspension or expulsion of the Member occurs when that Member is notified by the Manager by facsimile transmission or post of such suspension or expulsion.

24.3 The Manager is not obligated to provide any reason for such suspension or expulsion to the Member the Trustee or the Exchange Company.

24.4 Upon suspension or expulsion the Member must within 7 days:

(a) return his Membership card and all blank transaction vouchers issued to him by the Manager.
(b) pay to the Manager the cash equivalent of the debit balance of his account as well as all transaction fees, Membership fees and interest then outstanding.

24.5 The Manager, in his discretion, may apply any credit in the Member's account to set off wholly or in part any cash amounts owing to the Manager or any amount reasonably expected by the Manager to become owing by that Member

24.6 If an expelled Member's account is in credit after paying all monies, debts, interest, charges and the like owing by him (including any amount or estimated amount owing or likely to be owing under these Rules) then the expelled Member must nominate within 90 days of expulsion any current Member to whose account the credit balance shall be transferred. If after six months no current Member is nominated then it is agreed that the expelled Member's credits shall be paid to the Bad Debts Reserve.

24.7 All costs reasonably incurred by the Manager in attempting to recover any monies owing by a suspended or expelled Member (including legal costs on an indemnity basis, and interest at the interest rate) shall be payable by the suspended or expelled member and should the Manager not be success-ful or should the Manager from the view that at any stage further attempts to recover those costs would be impracticable, then the Manager shall be entitled to be reimbursed the same from the Bad Debt Reserve after satisfying the Trustee that the Manager has reasonably incurred those costs. The Trustee shall where possible pay those costs to the Manager in cash.

24.8 Any costs recovered from the Trustee and which are at any time subsequently also recovered from the Member shall be repaid by the Manager to the Bad Debt Reserve.

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25.1 The Member will at the Manager's request, provide the following information which the Manager may reasonably require:

(a) All information concerning a transaction;
(b) The nature of the item traded and the trade purchase price;
(c) A Member's financial position supported by copies of relevant financial data to enable the Manager to satisfy itself as to the Member's ability to honour any trans-action voucher or Trade account debit.

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26.1 The Manager may at any time and for any reason suspend operation of the Exchange.

26.2 If the operation of the Exchange is suspended the Manager will:

a) endeavor to notify all Members immediately; and
(b) refuse to issue any valid authorisation; and
(c) not accept any orders; and
(d) notify the Trustee.

26.3 The operation shall be suspended for such period as the Manager shall decide and the Manager shall notify all Members when the operation resumes. Until so notified no Member shall be entitled to trade under these Rules.

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27.1 The Trading Scheme shall be dissolved in accordance with this Rule if:

a) a resolution is made by 75% or more of the "B" Class Members voting at a meeting that the Exchange Company be wound up (other than for the purpose of reconstruction or amalgamation)
(b) a court of competent jurisdiction confirms resolutions of 75% or more of the "B" Class Members of the Exchange Company voting at meetings providing that at meeting only the Trustee, the Manager and the rep-resentatives of the "A" and "B" Class Members shall be entitled to address the meeting of "B" Class Members in accordance with the Articles of Association resolving to dissolve the Trading Scheme;
(c) The Manager or Trustee retires and a replacement Manager or replacement Trustee (as the case may be) is not appointed in accordance with the Deed of Management and Trust; or
(d) a Receiver or Receiver and Manager, Credex - Rules of Trading 20 or Controller is appointed under any charge granted by the Manager to the Exchange Company.

PROCEDURE ON DISSOLUTION

27.2 Upon the occurrence of an event referred to in Rule 27.1 the following procedure shall apply:

(a) The Manager (or if there is no Manager, the Exchange Company) shall inform the Trustee that such event has occurred.
(b) The Manager (or if there is no Manager the Trustee) shall inform each Member that such event has occurred and draw attention to the requirements of these Rules.
(c) Each Member and the Manager shall, unless the Trustee deems otherwise, be entitled to continue to trade for a period of ninety days for the purpose of brings its Trade Account, as near as possible to a zero balance but no Member shall be obliged to trade during this period.
(d) Each Member having a Trade Account with a debit balance at the expiry of the Balancing Period shall immediately pay the Exchange Company the cash equivalent of the debit balance of the Members Transaction Account.
(e) Any Trade dollars payable to the Manager under these Rules or otherwise at the expiry of the Balancing Period shall be set off against the debit balance in the Manager's Account and the Manager shall pay to the Trustee on behalf of the Exchange Company the Cash equivalent of the Trade Dollar amount by which the Manager's Debit Balance exceeds the Trade Dollar amount payable to the Manager.
(f) The Trustee shall produce accounts of the Trading Scheme
(g) The Trustee or any person appointed to do so by the Trustee shall notify each Member of the amount of its debit balance and demand payment of the amount required to be paid.
(h) The Trustee or any Receiver or Receiver and Manager appointed by the Trustee shall notify the Manager of the amount payable by the Manager pursuant to these Rules and demand payment of that amount.
(i) If the Trustee receives any monies under these Rules it shall hold those moneys in a separate bank account in Trust subject to the Members whose trade Accounts are in credit.
(j) After the giving of notice under these Rules the Trustee shall use its best endeavours to recover on behalf of the Exchange Company all amounts owing.
(k) The Trustee shall have no obligation to take or continue any legal action on behalf of the Exchange Company in respect of any amount owing by any Member where:

(i) The Trustee perceives legal or practical diffi- culty in pursuing recovery; or
(ii) It appears to the Trustee that amount that would or may be recovered will or might be exceeded by the cost of recovery; or
(iii) The Trustee in his discretion considers that the there is some other sufficient reason.

(l) The Trustee and any Receiver or Receiver and Manager appointed by the Trustee under the Charge shall be entitled to be reimbursed out of the monies held by the Trustee for its costs and outlays of and incidental to the dissolution of the Trading Scheme;
(m) The Trustee will pay the surplus amount standing in the Bad Debt Cash Reserve into the said trust account.
(n) The Trustee will distribute the Trust funds after deduction of his or her proper costs and outlays to the Members whose Trade accounts were in credit at the time of dissolution on a pro rata basis in accordance with the amounts by which those accounts were in credit at the conclusion of the Balancing Period.
(o) The Manager shall at all stages of the dissolution of the Trading Scheme use its best endeavour to assist the Trustee in carrying out its obligations under this Rule.
(p) Any power or discretion exercisable by the Trustee under this Rule may be exercised by any Receiver or Receiver and Manager appointed by the Trustee under the Charge.

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28.1 If any part or provision of these Rules should be judged or found to be void or unenforceable it shall not affect the valid-ity and enforceability of all other parts and provisions of these Rules and shall be severable from every other part and provision of these Rules and shall continue in force and effect to the fullest extent possible after severance of the part or provision which is void or unenforceable.

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29.1 These Rules may be amended only in accordance with the Articles of Association of the Exchange Company, which provide that:

(a) The Manager will notify the members of any amendment of the Rules within fourteen days after the amendment has been promulgated.
(b) A Member may give notice of its intention to withdraw permanently from the Trading Scheme within seven days after receiving such notification. Credex - Rules of Trading 21
(c) A Member who has not given written notice to the Exchange Company of his intention to withdraw permanently from the Trading Scheme within seven days after receipt of such notification shall be deemed to have waived any objection to the amendment of the Rules so notified to that Member and thereupon the amendment shall have effect and the Rules as amended shall constitute a contract

(i) between the Manager and the Exchange Company and all of the Members jointly; and
(ii) between the Manager and the Exchange Company and each Member severally; and
(iii) between each Member and each other Member. 29.2 A Member who participates in any transaction or dealing in accordance with the Trading Scheme shall be deemed to have waived any objection to any amendment of the Rules of which notice has previously been given as required. A trade in the Trading Scheme after that seven day notice period shall constitute and be deemed to be an acceptance by the Members involved in that trade of any amendment to the Rules.

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30.1 These Rules and the law pertaining to the Manager, the Exchange Company and the Trustee shall be the laws in force in the State of New South Wales from time to time.

30.2 Each parry submits to the exclusive jurisdiction of the courts of the State of New South Wales in relation to any dispute concerning the Rules.

30.3 Any future or present legislation which governs these Rules or the activities to which they relate shall not apply to these Rules or associated transactions to the extent that it is lawful to exclude the same.

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31.1 The Manager's failure or delay in exercising any right shall not operate as a waiver.

31.2 The exercise or partial exercise of any right shall not prevent the exercise of any further or additional right.

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32.1 A notice may be given by the Manager to a Member by pub-lication in the Bulletin or by letter, facsimile transmission or telephone.

32.2 In the case of:

(a) publication in the Bulletin, notice shall be deemed to be received two days after the posting to the Member.
(b) a letter, two days after the posting of the letter by ordinary prepaid post if posted in Australia or seven days if posited overseas.
(c) facsimile, immediately upon the completion of the facsimile transmission message and confirmation of that fact has been given by the facsimile machine remitting the message.
(d) telephone, upon the remitting person advising the receiver of the message to be conveyed.

32.4 A notice given by a Member shall:

a) be deemed to be received by the Manager, if sent by pre paid ordinary post, two days after posting in Australia or seven days if posted overseas
(b) upon completion of the facsimile transmission when the remitting machine confirms that the message has been successfully transmitted.
(c) facsimile, immediately upon the completion of the facsimile transmission message and confirmation of that fact has been given by the facsimile machine remitting the message.