THIS DEED is made the day of 199

BETWEEN:

("legal entity")
of <address>
(hereinafter referred to as <name> of the first part;
AND

<name> (ACN <no.>)
a company duly incorporated in the State of <name> and having its principal office at <address> in the State of <name> (hereinafter referred to as "the Exploration Company") of the second part.

1. Background

1.1 <name> represents the traditional owners of the Exploration area hereinafter referred to as the "Tenement Land".

1.2 <name> a duly incorporated Company has been granted Exploration Licence No <no.> pursuant to <name section mining act> for permission to carry out Exploration activities upon the Tenement Land under the terms and conditions of the Mining Act.

1.3 The Exploration Company has by written agreement with <name> dated the <date> obtained permission to undertake exploration activities over the tenement land.

2. Interpretation

In this Deed, unless the context otherwise requires:-

2.1 The following terms shall have the following meanings:-

"Aboriginal" means a person who is a member of the Aboriginal race of Australia.
"Aboriginal object" means an object of Aboriginal origin which is of sacred, ritual or ceremonial importance and includes any "Aboriginal object" as defined in the <name relevant Act>.
"Aboriginal tradition" has the same meaning as in the <name relevant Act>.
"<name>" is an Aboriginal Incorporated Association, incorporated under the Aboriginal Councils and Associations Act 1976.
"Applicable Laws" means every law and regulation (whether of <name of State/Territory> or the Commonwealth) from time to time in operation in <name State/Territory> which is applicable to the Project.
"Area of Significance" means an area of land within the Tenement Land which is of cultural, social or spiritual significance to Aboriginal people traditionally responsible for that area and includes any "Aboriginal site" as defined in the <name relevant legislation> and "significant Aboriginal area" as defined in the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Commonwealth).
"to assign" means to sell, assign, transfer, convey or otherwise dispose of.
"Clearance Work" means the scouting, assessing and, where and to the extent appropriate, clearing of Work Areas by the Scouting Team pursuant to this Deed and includes all operations carried out by the Scouting Team or any member thereof in or towards compliance with <name> obligations under Clause <no.>.
"Development", in relation to minerals of possible economic interest, means all exploration, studies and investigations undertaken for the purposes of evaluating the development potential of those minerals.
"Environment" means all aspects of the surroundings of human beings, including the physical, biological, economic, cultural, aesthetic and social aspects; and "environmental" has a corresponding meaning.
"Environmental Assessment" means a written report:-

(1) evaluating and assessing the potential impact upon the environment (both within and outside the Tenement Land) likely to result from any proposal to recover minerals from any part of the Tenement Land (including any processing), and
(2) identifying measures and alternative measures, safeguards and standards for the protection of the environment and minimising the potential impact of the proposal to recover minerals (including any processing).
"Exploration Activities" means those activities on the Tenement Land relating to exploration which, subject to this Deed, are permitted or required under the Tenements.
"Exploration authority" has the same meaning as in the Mining Act.
"Exploration Company" means <name> and any other person who from time to time holds a legal or beneficial interest in the Tenements.
"Manager" means the natural person engaged from time to time by the Exploration Company who has principal operational responsibility for the supervision and implementation of the Project for and on behalf of the Exploration Company.
"Mining Act" means the Mining Act <relevant details>.
"Mining Lease" means any lease or other interest in, or right in respect of, land (excluding Exploration Licence No. <no.> or any other exploration authority) granted under the Mining Act or any law of <State /Territory> relating to mining for minerals from any part of the Tenement Land.
"Project" means the Exploration Company's exploration.
"Project Crew" means all persons engaged by the Exploration Company to undertake Works within the Tenement Land, including its employees, servants, agents, contractors and sub-contractors.
"Project Officer" means the Manager or the senior field geologist employed by the Exploration Company as part of the Project Crew, to whom reference is made in paragraph <no.> of this Deed.
"Scouting Team" means the Scouting Team provided from time to time in accordance with clause <no.>.
"Tenements" means Exploration Licence No. <no.> and includes any other exploration authority from time to time granted to the Exploration Company in relation to the Tenement Land or any part of it.
"Tenement Land" means that area of the land which is at any time subject to the Tenements.
"Traditional Owners" in relation the Tenement Land means Aboriginal people who have in accordance with Aboriginal tradition, social, economic or spiritual affiliations with, and responsibilities for that land or any part of it and includes members of <name>.
"Works" means all survey, drilling, geophysical and/or Geological sampling and/or testing work and any other ground disturbing activity intended to be carried out by the Exploration Company on or under the Tenement Land, including reconnaissance surveying, pegging. marking the ground, digging, blasting, removing soil, rocks or vegetation, grading, gravel extraction and the construction and/or use of access roads and tracks, camp sites, air strips, helicopter landing sites, bore sites, drill sites, borrow pits, recreation areas and other Work Areas and including such other activities as are within the definition of "mining" or "mining operations" in the Mining Act and "Work" shall have a corresponding meaning.
"Work Areas" means the specific, individual locations within the Tenement Land at or under which the Exploration Company proposes or may hereafter propose to carry out Works pursuant to the Tenements, including:-
(a) those locations within the Tenement Land identified on the 1: 100,000 maps to be provided by the Exploration Company in accordance with subclause <no.>;
(b) all proposed access routes to the Tenement Land (other than roads gazetted as public roads) and all proposed airstrips outside the Tenement Land (other than existing airstrips);
(c) any locations, access routes or airstrips which may for the purposes of paragraph <no.> be identified by the Scouting Team (and approved by the Project Officer) as alternatives to those proposed by the Exploration Company in respect of which clearance is withheld or to be withheld in accordance with Clause <no.>; and
(d) any locations, access routes or airstrips which may be proposed by the Project Officer to the Scouting Team in the course of the Clearance Work as substitutes for those referred to in paragraph (a) or (b).

"Work Programme" means a Work Programme which conforms with Clause 5.

2.2 A reference to an Act includes any regulations made pursuant to that Act and any amendments to that Act or regulations for the time being in force and also to any Act or regulations passed in substitution therefor.

2. 3 The singular includes the plural and vice versa and words importing a gender include any other gender.

2.4 The reference to a person includes a firm, company, corporation, authority or body whether incorporated or not.


3. Term
This Deed shall commence on the date hereof and shall continue until the expiry of <no.> years after the termination or relinquishment of the last Tenements in relation to the Land or any part of it held by the Exploration Company.


4. Undertakings

4.1 The Exploration Company covenants that during the Term:
(1) It shall carry out the Exploration Activities in accordance with the provisions of this Deed;
(2) It shall limit its activities on the Tenement Land to such activities as accord with good exploration and mining industry practice; and

4.2 <name> covenant that:

(1) They represent and, according to Aboriginal tradition, have the authority to speak for, all those Aboriginal people who have traditional ties to the Tenement Land or any part of it; and

(2) The individual Aboriginal people who have executed this Deed have the necessary authority by virtue of Aboriginal tradition to execute this Deed on behalf of the Traditional Owners.


5. Work Programme

5.1 (1) The Exploration Company shall only undertake Exploration Activities on parts of the Tenement Land which have been included in a Work Programme furnished to and considered by <name> in accordance with this Clause 5

(2) The Exploration Company shall furnish to <name> Work Programmes (in duplicate) from time to time and at least once in each calendar year in accordance with sub-clause 5.1(3)) with respect to all activities it proposes undertaking on the Tenement Land during the field season commencing next after the relevant Work Programme is received by <name>. Any such Work Programme shall be finished not less than seven (7) days prior to the date on which the Exploration Company proposes that the Clearance Work should commence in accordance with Clause 6. A draft of that Work Programme shall have been furnished not less than twenty eight (28):days prior to the said date.

(3) A Work Programme provided under sub-clause 5.1 (2) shall include specific written particulars of each Exploration Activity proposed to be undertaken. Without limiting the generality of the foregoing, the Work Programme will include:-
(a) Two copies of a 1:100,000 map and other additional maps and aerial photographs (if any) as may be required of the Tenement Land clearly identifying the location of each of the proposed Work Areas, including the locations of any proposed camp sites or recreation areas; and
(b) particulars of -
i) the nature, scope and objectives of the Work or Works proposed to be carried out at each Work Area;
(ii) the estimated time scale and period for performance of the Works;
(iii) the techniques, infrastructure and major items of exploration facilities to be used;
(iv) the likely effect of the proposed Works on the environment and proposals to minimise both the environmental impact and disturbance to Traditional Owners of such Works:
(v) the proposed means of access and access routes for personnel and equipment, both to and within the Tenement Land, including particulars of the amount of vehicular and airborne access and any proposals to construct or upgrade roads, landing strips or other access facilities;
(vi) any water, timber or other resources proposed to be obtained from the Tenement Land;
(vii) the identity of any contractors and sub-contractors (if known at the time) engaged or likely to be engaged and the minimum and maximum number of personnel likely to be on the Tenement Land from time to time and their roles in undertaking the proposed Works including any proposals concerning the implementation of Clause 7;
(viii) an estimate of the total area or, where appropriate, line distance the subject of the Work Programme (in square or, where appropriate, line kilometres); and
(ix) each other aspect of the Project which is likely to have an adverse impact on or cause disturbance to the environment and, in particular, the Traditional Owners or their way of life.

5.2 (1) Upon receipt of a Work Programme pursuant to sub-clause 5.1(2), and provided the Exploration Company has committed no Serious Default which remains unremedied or is not capable of remedy, <name> will arrange for such consultation with Traditional Owners as it requires for the purpose of explaining the Work Programme and determining whether the Work Programme satisfies and complies with this Deed.
(2) An appropriately qualified and authorised employee of the Exploration Company shall, at the request of <name> made upon reasonable notice, attend consultations required pursuant to sub-clause 5.2 (1) for the purposes of explaining and providing particulars of the Work Programme.
(3) After such consultations as are required pursuant to this clause 5.2 have been completed, <name> shall advise the Exploration Company:-
(a) of any amendment to the Work Programme required in order to comply with this Deed; and
(b) such other matters as they wish to raise with respect to the Work Programme or the Project.
5.3 <name> shall carry out their obligations under clause 5.2 as soon as reasonably practicable after receiving each Work Programme and in any event within twenty one (21) days thereof.

5.4 In the event of an objection on the part <name> or a request on their part for an amendment thereto, <name> and the Exploration Company shall hold discussions with a view to considering the objection or request, especially with a view to resolving any concerns or wishes of <name> relating to the impact on, or disturbance to, the environment or to the Traditional Owners' way of life which the Work Programme or any modification or alteration or any aspect thereof may have.

5.5 (1) Where the Exploration Company proposes any material modification or alteration of any part of a Work Programme which has previously been presented to and considered by <name> pursuant to the preceding clauses of this Clause 5, then the provisions of those clauses shall apply mutatis mutandis to such proposed modification or alteration as if it were a new Work Programme.
(2) For the purposes of this clause 5.5, "material modification or alteration" includes a modification or alteration:-
(a) of any Work Area;
(b) of any Work to be carried out at a Work Area; or
(c) which is likely to result in a substantially greater environmental impact than that flowing from the relevant Work Programme.
(3) The Exploration Company shall advise <name> as soon as reasonably practicable of all modifications or alterations, whether material or otherwise, which it proposes to make or which it has made to any part of a Work Programme.



6. Work Programme Clearance

6.1 (1) Subject to Clause 5, <name> shall, at the cost of the Exploration Company, identify, organise and provide the members of a Scouting Team for the purpose of this Clause 6, and ensure that the Scouting Team shall within <no.> hours after completion of the matters set out in Clause 5 (or at such later date as the Exploration Company may request) be ready to commence Clearance Work and shall thereafter perform its functions in accordance with sub-clause 6.1(2).

(2) The functions of the Scouting Team shall be:-
(a) to scout and assess a Work Programme in order to determine whether Works proposed by the Exploration Company to be carried out at its proposed Work Areas would be likely to damage, disturb or encroach upon Areas of Significance; and
(b) (when clearance is to be withheld in relation to a Work Area proposed by the Exploration Company) where practicable, to propose, for approval by the Project Officer, a suitable alternative Work Area for the relevant proposed Work.

(3) The Scouting Team shall comprise:-
(a) two (2) anthropologists (being one male and one female anthropologist) to be appointed by and at the discretion <name> and who shall be responsible for the coordination of the Clearance Work; and
(b) such male Aboriginal advisers and/or such female Aboriginal advisers who have traditional responsibility for the Work Areas as <name> think fit.

(4) Subject to sub-clause 6.1 (3), <name> may from time to time change the composition of the individual members of the Scouting Team.

(5) At the completion of the Clearance Work, <name> (through the anthropologists) shall provide to the Exploration Company (through the Project Officer) written notification of each Work Area scouted, assessed and cleared by the Scouting Team, identifying the Work in connection with that Work Area in respect of which such clearance is given.

(6) <name> shall as soon as practicable but not more than fourteen (14) days after completion of the Clearance Work send to the Manager a written report confirming the activities in relation to the Clearance Work.

(7) Neither <name> nor any member of the Scouting Team shall be required to disclose to the Exploration Company, the Project Officer or the Manager the location of or any cultural information in relation to any Area of Significance.

6.2 (1) For the purpose of the Clearance Work, the Exploration Company shall, subject to sub-clause 6.2 (2), provide, in addition to the maps and other Work Programme materials already provided to <name> in accordance with Clause 5:-
(a) for the Scouting Team:-
(i) any additional maps and aerial photographs requested by the anthropologists;
(ii) use of 2 all terrain vehicles each supplied or equipped with at least one long range tank-load of fuel and adequate initial water storage for the use of the individual members of the Scouting Team in connection with <name>'s obligations hereunder, together with one two-way radio in operating condition and necessary vehicle spares including fan belt, radiator hoses, tyre pump, tyre tubes and tyre patching kit;
(iii) adequate further supplies of fuel for the said vehicles and of food and water for members of the Scouting Team;
(iv) use of suitable camping facilities, including cooking and eating utensils, at least one gas light and an adequate supply of tarpaulins for shelter;
(v) use of a NAV-SAT Global Positioning System; and
(vi) such other logistical support as the Scouting Team may reasonably require;

(b) a Project Officer whose duties, as the representative of the Exploration Company to the Scouting Team, shall include:-
(i) accompanying the members of the Scouting Team to the proposed Work Areas (except where otherwise directed by the Scouting Team);
(ii) giving approval to any suitable alternative Work Areas proposed by the Scouting Team in accordance with paragraph 6.1(2)(b);
(iii) where appropriate, in the course of the Clearance Work, proposing locations to the Scouting Team (through the anthropologists) as substitutes for locations referred to in paragraph (a) of the definition of "Work Area" in Clause 2;
(iv) giving instructions to all members of the Project Crew:-
(aa) that they may only enter Work Areas which have previously been scouted, assessed and cleared in accordance with this Clause; and
(bb) that they may only enter such Work Areas for the purposes of the carrying out of the Works for which such clearance has been given; and
(v) supervising compliance with instructions given in accordance with sub-paragraph (iv).

(2) (a) The Exploration Company shall not seek clearance pursuant to this Clause 6 in respect of Work Areas and Works which the Exploration Company does not expect to be using or carrying out during the Exploration Company's forthcoming field season.
(b) The Exploration Company shall keep each Work Area to the minimum area necessary for the purposes of carrying out its proposed Works in an efficient manner.

(3) Following the scouting, assessment and clearance of a Work Area relating to a proposed road, the Exploration Company shall, subject to sub-clause 6.2(4) -
(a) where practicable, forthwith flag the centre line of the proposed route (as cleared) at such intervals as the Scouting Team may reasonably require; and
(b) not grade or otherwise use the proposed road until its route has been flagged.
A proposed road which is cleared shall include a corridor of fifty (50) metres on either side of the centre line of the proposed route, unless otherwise specified.

(4) Where the Project Officer is accompanying the members of the Scouting,, Team in the course of the Clearance Work and accurately records in writing the precise route of the proposed road (as cleared) through the use of a NAV-SAT Global Positioning System, such record may be relied on by the Exploration Company and its road-making contractor, in lieu of the route being flagged.
(5) The Exploration Company undertakes and agrees with <name> as follows:-
(a) that members of the Project Crew will not -
(i) carry out any Work other than at a Work Area; or
(ii) except in an emergency, enter or have access to any location on the Land other than a Work Area,
which has been scouted and assessed by the Scouting Team and in respect of which written notification of clearance has been given in accordance with sub-clause 6.1(5);
(b) that members of the Project Crew will not carry out any Works at a Work Area other than those Works in respect of which written notification of clearance has been given in relation to that Work Area in accordance with sub-clause 6.1(5);
(c) that the Exploration Company shall notify the Project Crew as to which Work Areas are available for access and the Works which may be carried out at those Work Areas; and

(d) that if, at any time in the course of carrying out the Project, the Exploration Company (notwithstanding the foregoing) identifies any burial site or any archaeological or historical site or object, or any site or object which the Exploration Company suspects to be an Area of Significance or Aboriginal object, then it shall promptly report the whereabouts of such site or object to <name> and, pending clearance or further clearance in accordance with this Clause, any such site (including the location of such object) shall be treated by the Exploration Company as though no clearance pursuant to this Clause had previously been given in relation to it and any such object shall be left in situ without being moved or interfered with.

6.3 (1) The Exploration Company shall pay to or reimburse <name>-
(a) for the cost of <name> employing on <name>'s behalf the services of the Scouting Team at the following rates -
(i) for each of the male and female anthropologists the sum of four hundred and fifty dollars ($450.00) for each day for which his or her attendance is reasonably required for the purposes of <name>'s compliance with this Clause or with Clause 5, including the time involved in travel to and from his or her place of residence within Australia, and reasonable travel costs; and
(ii) for each other member of the Scouting Team, the sum of one hundred and fifty dollars ($150.00) PROVIDED THAT the Exploration Company's liability pursuant to this sub-paragraph (ii) is limited to payment or reimbursement in respect of a maximum of four (4) male Aboriginal advisers and of four (4) female Aboriginal advisers; and

(b) in respect of all reasonable expenses incurred or to be incurred by <name> or <name> on their behalf in connection with the Clearance Work.

(2) (a) <name> (or <name> on their behalf shall submit to the Manager within fourteen (14) days of the completion of the Clearance Work an invoice for all reimbursable expenses or payments due pursuant to sub-clause 6-3 ) (1) together with reasonable documentary evidence of such expenses or sums due.
(b) The Exploration Company shall make payment in accordance with the invoices within fourteen (14) days of receipt thereof.


7. Employment and Training

7.1 For the purposes of this Clause 7, a reference to "the Exploration Company" does not include a reference to its contractors and sub-contractors.

7.2 At the request of <name> the Exploration Company shall, in the course of conducting the Project, where practical, employ and contract Traditional Owners and such incorporated Aboriginal bodies as are nominated by <name> and shall ensure that as many Traditional Owners or such incorporated Aboriginal bodies as is practicable are employed or contracted where they are capable of carrying out in a satisfactory manner the particular work required.

7.3 For the purposes of implementing sub-clause 7 hereof, but without limiting its generality, the Exploration Company shall -
(1) encourage all contractors and sub-contractors engaged by it for the project to actively seek to encase Traditional Owners and will encourage its contractors and subcontractors to give employment preference to Traditional Owners where vacancies exist or arise in their work on the Project;
(2) to such extent as is practicable, give on-the job training to Aboriginals employed on the Project who demonstrate a desire and capacity to receive the same with a view to increasing the job skills of those Aboriginals to enable them to hold permanent positions throughout the hierarchy of the Exploration Company's operations;
(3) ensure that Aboriginals who are employed in any position or contracted to do any work in respect of the project are offered accommodation in accordance with the Exploration Company's policy and to an equivalent standard to that provided for all employees and are subject to the same rules and regulations as apply to all employees, contractors and sub-contractors or the Exploration Company;
(4) nominate an employee to be responsible for identifying areas in which an Aboriginal or an incorporated Aboriginal body might successfully be employed or contracted for the supply of goods and services which employee will assist such person or body in the preparation and Organisation of their application or tender (as the case may be); and
(5) give to <name> and to any other incorporated Aboriginal body nominated by <name> notice of intention to let or call tenders for a contract for the supply of goods or services in relation to the implementation of the Project or any part thereof

7.4 The Exploration Company shall take all reasonable or practicable steps to ensure and will procure that its contractors and sub-contractors take all reasonable or practicable steps to ensure that working hours and conditions of Aboriginal employees are adjusted to suit the cultural needs of those Aboriginal employees, recognising that such employees ,will not be entitled to payment for time-off other than for normal public holidays, recreation leave and special leave as agreed.

7.5 Subject to sub-clause 7.4 hereof, and except as otherwise agreed between the parties (and, if required, appropriate trade unions), general working standards, including rates of pay, hours of work and roster period requirements for Aboriginal employees will be as for other employees under the appropriate industrial awards or agreements from time to time in force in <name State/Territory>.

7.6 In each 5 year period for the duration of the Term, the Exploration Company will, if requested by <name>, provide for the costs of two Aboriginal persons who are Traditional Owners to attend formal field assistant training, such persons to be selected by the Liaison Committee provided that there is available a suitable training course for this purpose at any time during the Term. Where the Exploration Company is carrying out Exploration Activities on the Tenement Land, it shall employ two of such Aboriginal persons or any other 2 Aboriginal persons as selected by the Committee in such Exploration Activities and, where practical, such employment shall continue for the duration of the field work which is part of that Exploration.

7.7 Where an Aboriginal person or incorporated Aboriginal body applies or tenders for any position or contract and the Exploration Company or its contractor or sub-contractor (as the case may be) does not engage him, her or it, then the Exploration Company shall advise <name> and, at the request of <name> give reasons why that person or body was not engaged in order to enable them to explain to the relevant Aboriginal or Aboriginal body why he, she or it was unsuccessful.

7.8 The Exploration Company shall notify <name> of and give reasons for the dismissal of any Aboriginal employee on the Project or of the premature termination of any contract let to an Aboriginal or Aboriginal body within 7 days after such dismissal or termination.


8. Environmental Protection and Rehabilitation

8.1 The Exploration Company shall ensure that the Project is conducted so as to -
(1) conserve and protect the environment to the extent reasonably possible;
(2) not unreasonably damage or alter adversely natural hydrological systems;
(3) disturb the least amount of soil and vegetation reasonably possible and take all practical steps to prevent erosion;
(4) minimise pollution;
(5) to the extent practicable, prevent the introduction of exotic fauna and noxious plants to the Tenement Land; and
(6) subject to the foregoing, accord with the best practicable technology.

8.2 Without limiting the generality of sub-clause 8 hereof, the Exploration Company shall -
(1) comply with the environmental procedures as required by any Applicable Law;
(2) not, without prior consultation with <name> undertake any Exploration Activities in any environmentally sensitive areas;
(3) take all reasonable precautions to prevent the occurrence of wild fires;
(4) keep each site of activity to the minimum area necessary to efficiently conduct the Project and keep such sites clean and tidy and free from rubbish and debris.

8.3 The Exploration Company shall take all reasonably practical steps to restore any damage to the environment and shall progressively rehabilitate and, if necessary, re-vegetate those parts of the Tenement Land affected by any Exploration Activities in accordance with all appropriate environmental procedures and revegetation targets so that the disturbed areas will be returned as near as reasonably practicable to the state they were in prior to Exploration.

8.4 Unless the Exploration Company is earlier released in writing by <name> from its obligations under clause 8.3 ) the parties agree that the rights and obligations granted and imposed pursuant to that clause shall continue in respect of each area of the Tenement Land disturbed by the Exploration Activities for the purposes of the Project until two (2) years after the date the Exploration Company terminates Exploration Activities on all parts of the Tenement Land or for so long as it is entitled to enter upon or occupy any part of the Tenement Land pursuant to any mining tenements or otherwise, whichever is later.

8.5 If the conduct of the Project contravenes any provision of this Clause 8, <name> may serve notice on the Exploration Company requiring it to take, within a reasonable time specified in the notice, such reasonable steps as are necessary (which steps may be recommended by <name>) to remedy any contravention of such provision and to prevent any continued or repeated contravention of such provision and the Exploration Company shall forthwith comply with the notice.


9. Co-operation

9.1 The parties agree that the objectives of the Project are to -
(1) enable the Exploration Company to undertake exploration within the Tenement Land with a view to proposing mining works not inconsistent with the rights of <name> and other Traditional Owners whether under this Deed or otherwise so as to produce sufficient financial return and other benefits to justify the commercial and environmental risks involved;
(2) contribute to the economic independence and employment of the Traditional Owners; and
(3) conduct activities referred to in paragraph (1) hereof so as to minimise any undesirable environmental impact including social disruption to any Traditional Owner or Aboriginal community or group.

9.2 Any Aboriginal entitled by Aboriginal tradition governing the rights of that Aboriginal to enter upon, occupy or use any part of the Tenement Land may, in relation to that part, exercise those rights subject to any Applicable Laws.

9.3 Traditional Owners shall subject to any Applicable Laws be permitted the use of all roads and, with the written agreement of the Exploration Company (which agreement shall not be unreasonably withheld) Exploration Facilities established on the Tenement Land for the purposes of the Project:-
(1) provided such use does not interfere with the efficient implementation of the Project, and
(2) subject to the reasonable control of the Exploration Company for the purposes of safety or privacy,

9.4 The Exploration Company shall take all reasonable steps to minimise interference with -
(1) the free movement of Traditional Owners throughout the Tenement Land; and
(2) the pursuit of customary and traditional activities on the Tenement Land.

9.5 <name> agree, subject to this Deed:-
(1) at all times to give full consideration to the Exploration Company's goals in carrying out its mining; and
(2) to use its best efforts to minimise delay to the Exploration Activities.

9.6 <name> will take reasonable steps to advise the Traditional Owners as to the rights of the Exploration Company and the physical dangers inherent in interference with the Exploration Company's activities.

10. Instruction on Aboriginal Culture

10.1 The Exploration Company shall endeavour to ensure that all persons who are not Traditional Owners and who are engaged directly or indirectly by or on behalf of the Exploration Company and who may enter the Tenement Land in relation to the Project are given appropriate instruction for the following purposes-.-
(1) to familiarise such persons with Aboriginal tradition and culture;
(2) to promote a knowledge and understanding of and respect for Aboriginal tradition and culture; and
(3) to foster good relationships between Aboriginal and non-Aboriginal persons.

10.2 <name> and the Exploration Company shall co-operate in formulating and directing the presentation of the instruction referred to in sub-clause 10.1 hereof.


11. Assignment

11.1 The Exploration Company may only assign or transfer its interest in the Tenements with the written consent of <name>.

11.2 <name> shall give their written consent pursuant to clause 12.1 in the event that:-
(1) the proposed assignee or transferee agrees to execute a Deed of Assumption in a form reasonably acceptable to <name> by which the proposed assignee or transferee covenants to observe, perform, comply with and be bound by the provisions of this Deed as if it had been expressly named as a party to this Deed in the place of the Exploration Company and assumes all the obligations of the Exploration Company hereunder;
(2) are reasonably satisfied that the proposed assignee or transferee will be able to comply with the financial obligations hereunder, and under the Tenements.

11.3 Any proposed transfer or assignment by the Exploration Company referred to in clause 11.1 shall be subject to and conditional upon the Deed of Assumption referred to in clause 11.2 having first been duly executed by all parties to that Deed.


12. Liaison Committee

12.1 There shall be a liaison committee called the <name> Liaison Committee ("the Committee") to which -
(1) <name> shall appoint four (4) members,
(2) The Exploration Company shall appoint two (2) members, and
(3) <name> may appoint one (1).

12.2 A party shall give notice to the other Parties of the appointment of its members and alternate members.

12.3 An alternate member shall act only in the event that the member for whom he is appointed alternate is not present at a meeting of the Committee, in which event he or she shall for the purposes hereof be deemed to be that member and may exercise all powers of the member for whom he or she is appointed alternate to the extent that the member has not exercised them.

12.4 A party shall have the right to change any of its members and alternate members at any time by notifying the other parties to that effect.

12.5 Each member of the Committee has the right to invite a reasonable number of non-members to attend Committee meetings as observers or spokesperson having regarding to the matters under discussion.

12.6 The functions of the Committee are to -
(1) review the working of this Deed and the progress of the Project from the point of view of each of the parties;
(2) receive, hear and attempt to resolve any questions or differences arising between the parties and, if the parties agree, to make determinations which are binding on the parties;
(3) make recommendations or give advice concerning the working of this Deed or the implementation of the Project;
(4) make recommendations or give advice in relation to any amendment of this Deed;
(5) maintain liaison between the Exploration Company on the one part and <name> on the other;
(6) make recommendations to the Exploration Company as to which Aboriginal persons or Aboriginal groups are available for engagement on the Project; and
(7) such other functions as may be specifically provided for herein or otherwise agreed upon by the Parties.

12.7 The first Chairman of the Committee shall be appointed by <name> who shall hold such office for one (1) year. Thereafter the Chairmanship shall alternate annually between one (1) of the appointees of the Exploration Company and one (1) of the appointees of <name>. The Chairman shall not have a casting vote.

12.8 Any casual vacancy occurring in the position of Chairman shall be filled by an appointee of the same party as the former Chairman at the next meeting of the Committee and the Chairman so appointed shall hold office until the expiration of the term of the appointment of the Chairman whom he or she replaces.

12.9 If at any meeting the Chairman is not present at the time appointed for holding the meeting, the members present may choose one of their number to preside at that meeting.

12.10 The Exploration Company shall provide a secretarial service including a secretary satisfactory to the Committee for each meeting of the Committee.

12.11 A quorum for each meeting of the Committee shall consist of two (2) members of the Committee appointed by<name> and one (1) member of the Committee appointed by the Exploration Company present in person and where there is no quorum the Chairman may determine a new meeting time.

12.12 Except where this Deed expressly provides to the contrary, all decisions, approvals, recommendations and determinations at a meeting of the Committee shall be made by a unanimous vote of the votes cast at the meeting. The member of the Committee appointed by the <name> shall not have a vote on any matter. Those members of the Committee appointed by <name> shall each have one vote and those members of the Committee appointed by the Exploration Company shall each have two votes.

12.13 The Committee shall hold its inaugural meeting within three (3) months of the date hereof and, subsequently, shall meet whenever any member or party requests a Committee meeting on twenty-one (21) days notice (or such other period as the members may agree) to be given by the Secretary to the members of the Committee provided that a party is not obliged to attend any meeting that is to be held within three (3) calendar months of the immediately proceeding meeting.

12.14 The Committee shall meet as such place as the Chairman, in consultation with the other parties, may reasonably determine from time to time.

12.15 Meetings will be conducted in accordance with such procedures as the Chairman reasonably determines from time to time.

12.16 Unless the parties agree otherwise there shall be an annual meeting and other such meetings as the Committee decides or as are requested pursuant to clause 12.13.

12.17 Meetings of the Committee shall be open to Traditional Owners and any such Traditional Owner may raise with the Committee matters of concern to him or her.

12.18 Each notice convening a meeting shall enclose the agenda for that meeting.

12.19 Minutes or a written record of each meeting, including details of the decisions, approvals, recommendations and determinations made, shall be kept by the Secretary, who shall distribute draft copies of the minutes or record to each party as soon as practicable following the meeting. Acceptance of the draft minutes or record by members at or prior to the following meeting and subsequent signing by the Chairman shall be prima facie evidence of the decisions, approvals, recommendations and determinations and proceedings of the meeting to which it relates.

12.20 The Committee shall have the right to engage advisors and to determine the terms and conditions of such engagement.

12.21 The reasonable travelling costs and expenses of the members appointed by <name> attending at meetings of the Committee shall be borne by the Exploration Company.


13. Communication

13.1 Subject to this Deed, any agreement, advice, notice, request, consent, proposal, modification, waiver, approval or other communication or document (referred to in this Clause 13 as "Communication") to be given under this Deed shall be in writing and shall be addressed as follows -

If to the Exploration Company -
The Manager
<address>
or to such other address as a party may nominate by notice to the other parties.

13.2 Each communication shall be delivered by hand, sent by prepaid post or sent by facsimile transmission to the address of the party to which it is being given and shall be deemed to have been received:-
(1) if delivered by hand, then upon delivery;
(2) if sent by post, then five (5) days after posting; and
(3) if sent by facsimile transmission, then on receipt by the sender of a confirmation report.

13.3 Any payment to be made by a party to another party or to <name> pursuant to this Deed shall be made to the payee at the address for the payee for receipt of the notices unless otherwise notified to the payer by the payee.


14. Confidentiality

14.1 Subject to sub-clause 14.2 hereof, the following shall be treated by the parties as confidential:-
(1) the terms and conditions of this Deed;
(2) information given to<name> in respect of the Exploration Company's Exploration on the Tenement Land which the Exploration Company requests <name> to treat as confidential; and
(3) information furnished in or pursuant to this Deed or in the course of negotiating this Deed by or on behalf of <name> which <name> request the Exploration Company to treat as confidential.

14.2 Notwithstanding the other provisions hereof, a party may divulge information to a third party: -
(1) with the prior written consent of the other party (which consent shall not be unreasonably withheld);
(2) to the extent required by law;
(3) to the extent expressly permitted under this Deed or required to enforce its rights under this Deed, including disclosure to potential assignees of any part of the Exploration Company's interests, rights or obligations under this Deed;
(4) to the extent that such information is already or becomes in the public domain otherwise than by breach of this Clause 14;
(5) as otherwise permitted by the terms of this Deed;
(6) being a financier of, or holding company, or wholly owned subsidiary of the party;
(7) to the extent required to comply with the Official Listing Requirements of the Australian Stock Exchange; or
(8) being Traditional Owners or <name>.

14.3 Each party shall take all steps reasonably necessary to ensure that the information and data referred to in sub-clause 14.1 hereof is known only to such persons (including any employees of that party) as may reasonably require knowledge thereof in the course of their duties or functions and, notwithstanding the provisions of sub-clause 14.2 hereof each party shall, to the extent permitted by law, require any person (other than Traditional Owners) to whom it intends to disclose such information or data (who is not under a statutory, professional or contractual duty to keep such information or data confidential) to give an undertaking to keep such information or data confidential in accordance with sub-clause 14.1 hereof.



IN WITNESS WHEREOF the parties have set their hands and seals the day and year first written above.