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Monaco Village Holdings Limited - Undertakings

Page last updated: 4 Jul 2005

This undertaking is offered to the Securities Commission for acceptance under section 69J of the Securities Act 1978 by Monaco Village Holdings Limited and its directors (Robert Michael Gepp and Roderick Hugh Duke) after unintentional contravention of Securities Act 1978 and Securities Regulations 1983.

4 Jul 2005

Enforceable Undertaking

The Company and its Directors undertook to not offer further Securities to the public for subscription, other than in accordance with any applicable exemption granted by the Commission, or in an investment statement, registered prospectus, or authorised advertisement which complies with the Securities Act 1978 and the Securities Regulations 1983.

Contravention of Securities Act 1978 and Securities Regulations 1983

The Company and Monaco Management accept that the offer or allotment of securities in the form of an interest in the income pooling scheme to existing or prospective unit holders, constitutes the offer of a participatory security to the public for the purposes of the Securities Act 1978. Such participatory securities have been offered to the public for subscription, and in some cases allotted, without a registered prospectus or an investment statement, or an applicable exemption, in contravention of the requirements of the Securities Act 1978 and the Securities Regulations 1983.