"Corporations Act 2001"

A Company Limited by Shares

CONSTITUTION OF

IOT GROUP LIMITED INDEX TO CONSTITUTION

Page

1. REPLACEABLE RULES 4

2. INTERPRETATION 4-7

3. REGISTERED OFFICE 7

4. SHARE CAPITAL 7

5. ISSUE OF SHARES 7-8

6. PREFERENCE SHARES 8-9

7. CONVERTIBLE SECURITIES 9

8. PARTICIPATION OF DIRECTORS IN SHARE ISSUES 9

9. ACCEPTANCE OF CONSTITUTION BY SHAREHOLDERS 9

10. VARIATION OF RIGHTS 9-10

11. SHARES HELD UPON TRUST 10

12. SHAREHOLDING STATEMENTS AND CERTIFICATES 10-11

13. LIEN ON SHARES 11

14. SALE OF SHARES SUBJECT TO LIEN 11-12

15. CALLS ON SHARES 12-14

16. FORFEITURE OF SHARES 14-16

17. TRANSFER OF SHARES 16-18

18. TRANSMISSION OF SHARES 18-19

19. REGISTER OF MEMBERS 19-20

20. ALTERATION OF CAPITAL 20

21. REDUCTION OF CAPITAL 20-21

22. MEETINGS 21-22

23. QUORUM AT MEETINGS 22

24. CHAIRMAN AT MEETINGS 22

25. CONDUCT OF GENERAL MEETINGS 22-23

26. ADJOURNMENTS AND POSTPONEMENT OF MEETINGS 23-24

27. VOTING RIGHTS OF MEMBERS 24-25

28. POLL 25-26

1. CASTING VOTE 26

2. PROXIES 26-28

3. POWERS OF ATTORNEY 28

4. APPOINTING INSTRUMENT TO BE DEPOSITED WITH COMPANY 28-29

5. REVOCATION AND INVALIDITY OF INSTRUMENTS 29

6. NUMBER OF DIRECTORS 29

7. QUALIFICATION OF DIRECTORS, ALTERNATE DIRECTORS AND 29-30

   ASSOCIATE DIRECTORS

8. VACATION OF OFFICE OF DIRECTOR 30

9. APPOINTMENT AND REMOVAL OF DIRECTORS 30-31

10. OFFICES OF PROFIT IN COMPANY 31

11. TERM OF OFFICE OF DIRECTORS 31-33

12. REMUNERATION OF DIRECTORS 33-34

13. DIRECTORSHIPS IN OTHER COMPANIES 34

14. ALTERNATE DIRECTORS 34-35

15. ASSOCIATE DIRECTORS 35-36

16. MANAGING DIRECTOR 36-37

17. DIRECTORS' MEETINGS 37-38

18. CHAIRMAN OF DIRECTORS 38-39

19. DEFECTIVE APPOINTMENT OF DIRECTORS 39

46. DELEGATION TO COMMITTEES OF DIRECTORS 39

1. MINUTES OF MEETINGS 39-40

2. GENERAL POWERS OF DIRECTORS 40

3. BORROWING POWERS OF DIRECTORS 40-41

4. INTERESTED DIRECTORS 41

5. DIRECTORS INTERESTS 41

6. DIRECTORS' MATERIAL PERSONAL INTERESTS 41-42

7. DIRECTORS FINANCIAL BENEFITS 42

8. LOCAL MANAGEMENT 42-43

9. ATTORNEYS FOR COMPANY 43

10. EXECUTION OF DOCUMENTATION BY COMPANY 43-44

11. BILLS OF EXCHANGE 44

12. SECRETARY 44-45

13. PUBLIC OFFICER 45

14. RESERVES 45-46

15. DIVIDENDS 46-47

16. ELECTION TO FOREGO CASH DIVIDENDS 47-49

17. DIVIDENDS IN SPECIE 49

18. EMPLOYEE BONUSES AND EMPLOYEE SCHEMES 50

19. CAPITALISATION OF PROFITS 50-51

20. ACCOUNTS 51

21. DIRECTORS REPORT 51

22. DISTRIBUTION OF ACCOUNTS 51

23. INSPECTION OF BOOKS OF ACCOUNT 51-52

24. ACCOUNTS CONCLUSIVE 52

25. AUDIT 52

26. BUY-BACK ARRANGEMENTS 53

27. SALE OF LESS THAN MINIMUM HOLDING 53-56

28. FRACTIONAL ENTITLEMENTS AND DIFFICULTIES 56

29. TAKEOVER APPROVAL PROVISIONS 56-57

30. NOTICE TO HOLDERS OF LESS THAN A MINIMUM HOLDING 57-59

31. CONFIDENTIAL INFORMATION 59

32. NOTICES 59-61

33. OVERSEAS SHAREHOLDERS 61

34. INDEMNITY AND LIABILITY OF DIRECTORS AND OTHER OFFICERS 61-62

35. RESTRICTED SECURITIES 62

36. WINDING UP 62-63

37. SUPPLY OF DOCUMENTATION TO EXCHANGE 63

38. SALE OF MAIN UNDERTAKING 63-64

39. LISTING AND SCH BUSINESS RULES 64

CONSTITUTION OF

IOT GROUP LIMITED

1. REPLACEABLE RULES

   The provisions of the Corporations Act 2001 relating to a company's internal management which are described as replaceable rules do not apply to the Company except in so far as they are repeated in this Constitution.

2. INTERPRETATION

2.1 In this Constitution, unless a contrary intention appears: "ASIC" means the Australian Securities and Investments Commission. "Auditor" means the auditor of the Company, from time to time. "Business Days" has the meaning ascribed in the Listing Rules.

"Capital" or"share capital" means the capital for the time being issued for the purposes of the Company.

"Call Notice" means a notice given pursuant to Rule 16.1 hereof."CHESS" has the meaning ascribed in the SCH Business Rules."CHESS holding" has the meaning ascribed in the SCH Business Rules."Company" meansIOT GROUP LIMITED

"Constitution" means this Constitution as amended or added to from time to time;

"Corporations Act" means the Corporations Act 2001 and/or any statutory modification amendment or re-enactment thereof for the time being in force or any later Act relating to Companies and for the time being in force in lieu thereof in the place of incorporation of the Company and a reference to a particular provision of the Corporations Act is a reference to that provision as so modified, amended or re-enacted or contained in any such later Act.

"Debenture" means debenture stock, bonds, notes and other securities and obligations of a corporation whether constituting a charge on its assets or not.