Dark Blue Sea

Audit Committee Charter

1. PURPOSE OF CHARTER

1.1 The Audit Committee Charter sets out the role, composition, authority,
responsibilities and operation of the Audit Committee of the Board of Dark Blue Sea Ltd ("DBS") and all controlled entities ("the DBS Group").

1.2 This charter is available to all shareholders of the company upon request.

2. DEFINITION AND OBJECTIVE OF THE DBS AUDIT COMMITTEE

2.1 The Audit Committee ("the Committee") is a Committee of the DBS Board ("the
Board").

2.2 The Committee's primary function is to assist the Board in discharging its
responsibility to exercise due care, diligence and skill in relation to the DBS
Group in the areas of:

a) application of accounting policy and reporting of financial information to
shareholders, regulators and the general public;

(b) business risk management and internal control systems, including business policies and practices; and

(c) corporate conduct and business ethics, including Auditor Independence and ongoing compliance with laws and regulations.

2.3 Membership of the Audit Committee must be disclosed in the Annual Report.

3. MEMBERSHIP AND TERM

3.1 The Committee consists of a minimum of two (2) Directors of the Board. All
members should be independent, non-executive Directors (so far as is practicable). The term 'independent' for this purpose means that a member may not have any relationship with DBS management or the corporate entity that, in the opinion of the Board, would interfere with the exercise of his or her independent judgement as a member of the Committee. Additionally, in the opinion of the Board, the Director should be free from any interest and any business or other relationship, which could, materially interfere with the Director's ability to act in the best interests of the company.

3.2 Committee members will have a working familiarity with basic finance and
accounting practices. It is appropriate that members of the Committee have a
range of different backgrounds, skills and experiences, having due regard to
the operational, financial and strategic risk profile of the DBS Group. At least
one member of the Committee should have accounting or related financial
management expertise.

3.3 Committee members are appointed by the Board.

3.4 The term of appointment as a member is for a period of no more than one year,
with Committee members generally being eligible for re-appointment for so
long as they remain independent Directors of the Board. The effect of ceasing
to be a Director of the Board is the automatic termination of appointment as a
member of the Committee.

4. CHAIRMAN

4.1 The Chairman of the Committee, a non-executive Director other than the
Chairman of the Board, is selected by the Board.

4.2 Should the Chairman be absent from a meeting and no Acting Chairman has
been appointed, the members of the Committee present at the meeting have
authority to choose one of their number to be Chairman for that particular
meeting.

5. MEETINGS

Meetings Other than in Person

5.1 The Committee may (pursuant to clause 16.18 of DBS's constitution) conduct
meetings without all Committee members being involved in the meeting in the
physical presence of one another provided that all Committee members
involved in the meeting are able to participate in discussion.

Frequency of Meetings

5.2 As a minimum, the Committee meets three times per annum. The current
meeting schedule entails four meetings as detailed in item 5.4 of the charter.

5.3 In addition, the Chairman will call a meeting of the Committee if so requested
by any member of the Committee, by the external Auditors or Corporate
Review or by the Chairman of the Board.

5.4 Scheduled meetings are broadly structured. The table below provides a guide
to the timing and suggested minimum content for each meeting. In addition to
the agenda items indicated in the table, any other relevant external Auditor or
Corporate Review reports or significant correspondence that may arise
between meetings is considered at the next scheduled meeting.

Meeting Timing
Meeting A
A date after the Annual General Meeting that coincides with the Audit planning phase
- currently November
Meeting B
A date that coincides with the completion of the external Auditors' half-year
review - currently February
Meeting C
A date that coincides with the Audit planning phase - currently May
Meeting D
A date that coincides with the completion of external Auditors' statutory financial Audit - currently August

Item Meeting
A
Nov B
Feb C
May D
Aug
1. Consider and recommend the appointment of the external Auditor; v
2. Consider and review the adequacy of the management information and internal control systems, including information technology controls and security, and business continuity plans. v v v v
3. Consider any other issues that may impact the half yearly or year end financial statements or that otherwise require resolution prior to finalisation of Half Yearly or Annual Accounts. v v
4. Make enquiries in relation to matters of corporate conduct, including consideration of any management report highlighting actual or potential conflicts of interest or significant transactions with related parties. v v
5. Receive a report from Management on the superannuation arrangements. v v
6. Review the Audit scope and objectives for the external Audit program for the ensuing year and approve the associated Audit fee. v
7. Review and approve the Committee's annual report to the Board summarising the Committee's activities during the year. v
8. Review and make recommendations to the Board concerning any proposed changes to the Audit Committee Charter; v
9. Review and note significant changes to the Corporate Review Charter; v
10. Review the nature of non-Audit services provided by the external Auditor and related fees; v v v v
11. Review the Audit scope and objectives for the Corporate Review work program for the next half year. v v
12. Review the Auditor's independence statement provided for the Board by the external auditors for
otheir reappointment
othe half year and year end audits v v v

6. ATTENDANCE AT MEETINGS AND QUORUM

6.1 Other Board Directors (executive and non-executive) have a right of attendance
at meetings. However, no Board Director is entitled to attend that part of a
meeting at which an act or omission of that Director or a contract, arrangement or
undertaking involving or potentially involving that Director or a related party of
that Director is being investigated or discussed.

Notwithstanding the above, if in the opinion of the Committee, their investigation
or discussion will be assisted by hearing from the interested Board Director, the
Committee may invite that Board Director to address the Committee. The
Committee shall give fair consideration to that address. The Board Director will
not, however, be invited to take part in the deliberations following that address.

6.2 The Managing Director, Chief Operating Officer, the Chief Financial Officer and
National Manager, Corporate Review are expected to attend each meeting of the
Committee. Other DBS executives and/or parties external to the DBS may be
invited to attend any meeting of the Committee.

6.3 The external Audit engagement partner should attend any meeting of the Audit
Committee.

6.4 The quorum for a meeting is two members or any greater number determined by
the Committee from time to time.

7. SECRETARY

7.1 The Company Secretary or another appropriate executive shall act as
Secretary of the Committee.

8. SCOPE, ACCESS & AUTHORITY

8.1 The activities of the Committee are in relation to the DBS Group. The Committee
may also provide advice to other entities of DBS.

8.2 The Committee has direct access to the DBS Group's external Auditors and
Corporate Review, and has the authority to seek any information it requires to
carry out its duties from any officer or employee of any entity of DBS and such
officers or employees shall be instructed by the Board of the entity employing
them to cooperate fully in the provision of such information.

8.3 The Committee also has the authority to consult any independent professional
adviser it considers appropriate to assist it in meeting its responsibilities.

9. REPORTING

9.1 Proceedings of all meetings are minuted and signed by the Chairman.

9.2 The Committee, through its Chairman, reports to the Board at the earliest
possible Board Meeting after each Committee meeting. Minutes of all Committee
meetings are circulated to Board Directors. The report should include but not
limited to:

(a) the minutes of the Committee and any formal resolutions;

(b) information about the Audit process including the results of internal and
external Audits;

(c) any determination by the Audit Committee relating to the independence of the external Auditor;

(d) any other matters that in the opinion of the Audit Committee should be
brought to the attention of the Board, and any recommendations requiring
Board approval and/or action; and

e) at least annually, a review of the formal written charter and its continuing
adequacy, and an evaluation of the extent to which the Committee has met the requirements of the charter;

9.3 In addition, the Chairman of the Committee submits an annual report to the
Board (at the Board meeting at which the year end financial statements are
approved) summarising the Committee's activities during the year. The report
(and where appropriate any interim report) must include:

(a) a summary of the Audit Committee's main authority, responsibilities and
duties;

(b) biographical details of Audit Committee members, including expertise,
appointment, dates and terms of appointment;

c) member and related party dealings with the company;

d) details of meetings, including the number of meetings held during the relevant period, and the number of meetings attended by each member;

(e) details of any change to the independent status of each member during the relevant period, if applicable; and

(f) details of any determination by the Audit Committee regarding the external Auditor's independence.

10. DUTIES

10.1 The duties and responsibilities of a member of the Committee are in addition to
those duties set out for a Director of the Board.

10.2 This section outlines the specific duties the Committee is expected to undertake
in meeting its principal purpose. These duties are grouped below under five
headings - Financial & External Reporting, Risk Management & Internal Control
Structure, Audit Activities, Audit Scope & Audit Independence, Corporate
Governance & Integrity plus Other Matters. Under each of these headings, the
primary duty (where applicable) has been noted first followed by an indicative list
of tasks that the Committee may consider undertaking in order to satisfy the
primary duty.

Financial & External Reporting

Primary Duty

The Committee is expected to review all Audited DBS Group financial
statements intended for publication prior to recommending their approval by the
Board. This includes quarterly reports, if Audited quarterly accounting is
adopted by the Board.

In respect of unaudited quarterly reports or reports to regulators, the Chairman
will review these on the Committees behalf.

The review process includes determining that management and the external
Auditors are satisfied with the contents of the financial statements and the
adequacy of disclosure therein.

Indicative Task List

Tasks the Committee may undertake in meeting this responsibility include:

a) Review the appropriateness of the company's accounting policies and
principles.

b) Review the processes used by management that monitor and ensure
compliance with laws, regulations and other requirements relating to external
reporting by the company of financial and non-financial information. These
include, but are not limited to:

" Relevant Accounting Standards;
" Corporations Act;
" Listing Rules of DBS, including but not limited to:

(i) The existence of an appropriate procedure for meeting the
company's continuous disclosure obligations;

(ii) Reviewing for completeness and accuracy the disclosure of
the company's main corporate governance practices; and

(iii) where applicable, requirements of other countries.

c) Reviewing any significant changes in accounting policies or principles or any
changes in the application of those policies or principles compared with prior
years, including considering the reasons for the changes and the external
Auditors' views of the changes, and if thought appropriate, recommending
that such changes be submitted to the Board for approval.

(d) Enquiring into any significant difference of opinion between management and
the external Auditors or Corporate Review concerning disclosures in the
financial statements and how the matter was resolved, considering any
material adjustments arising from the external or internal Audits and reviewing
cases where management has sought advice on specific accounting matters
from any other external advisers, and reporting those matters to the Board.

e) Comparing operating results with prior years and budgets, and obtaining
explanations for significant variances.

(f) Examining significant accounting accruals, provisions and estimates that may
have a material impact or effect on the financial statements.

(g) Determining that disclosures in the financial statements are appropriate and
comply with all relevant legislation and accounting pronouncements by
obtaining such representations from management as it considers necessary
to obtain assurance regarding the major aspects of such disclosure and
comparing disclosures made in the draft financial statements with those
representations for reasonableness and accuracy.

h) Enquiring into current developments likely to affect the financial statements or
financial reporting by reviewing new or pending accounting and legislative
pronouncements, disclosure requirements and taxation matters and proposed
changes to the formats of financial statements, as they affect both current and
future years.

(i) Reviewing current and pending litigation which management or legal counsel
believes is likely to have a material effect on the financial statements.

Risk Management & Internal Control Structure

Primary Duty

The responsibility of the Committee in the area of risk management and
internal control is to monitor the risk management and internal control
structure implemented by management and advise on significant changes to
that structure so as to obtain reasonable assurance that the DBS Group's
assets are safeguarded and that reliable financial records are maintained.

Indicative Task List

Tasks the Committee may perform under this heading include:

a) Reviewing management's processes and results in identifying, assessing and
monitoring risks associated with DBS business operations and the
implementation and maintenance of policies and control procedures to give
adequate protection against key risks.

(b) Considering and assessing the appropriateness and effectiveness of
management information and other systems of internal control, encompassing
review of the external Auditors' and Corporate Review's reports to
management on internal controls (including information technology controls),
and action taken or proposed resulting from those reports.

(c) Any other business risks that are not dealt with by a specific Board
Committee.

(d) Once a year report to the Board a summary of the major operational risks
facing DBS.

Audit Activities, Audit Coverage & Auditor Independence

Primary Duty

The key responsibilities of the Committee in relation to the activities of external
Audit and Corporate Review are to ensure that the Audit approach covers all
financial statement areas where there is a risk of material misstatement and
that Audit activities are carried out throughout the DBS Group in the most
effective, efficient and comprehensive manner with due regard to the differing
roles of external Audit and Corporate Review.

The Committee has the responsibility to ensure that the External Auditor meets
the required standards for Auditor Independence. In carrying out its
responsibilities for monitoring Auditor Independence the Committee will be
cognisant of the following:

(a) On the occasion that the External Audit Services are to be tendered,
responsibility for nominating the external Auditor (to be proposed for
shareholder approval) and for evaluating the external Auditor will lie with the
Audit Committee. In this instance the Committee would:
" review any prospect of Auditor replacement and/or tender suggested
by management.

" before any decision is made, report the results of its investigation to
the Board of Directors and make recommendations;

" where the decision for replacement or a new tender is made, all work
would then be conducted by the Committee;

b) The external Auditor reports to the Audit Committee but is responsible to the
Board of Directors, as representatives of the shareholders.

c) It is mandatory that the Audit Partner responsible for the Audit be rotated at
least every seven years. At least two years must expire before the Audit
Partner can again be involved again in the Audit of the Group.

d) The Committee must monitor the number of former employees of the external
Auditor who were involved in auditing the company, currently employed in
senior financial positions in the company, and assess whether this impairs or
appears to impair the Auditor's judgment or independence in respect of the
company.

(e) Consider whether taken as a whole, the various relationships between the
company and the external Auditor impairs or appears to impair the Auditor's
judgment or independence in respect of the company.

(f) Review the economic importance of the company (in terms of fees paid to the
external Auditor for the Audit as well as fees paid to the external Auditor for
the provision of non-Audit services) to the external Auditor and assess
whether the economic importance of the company to the external Auditor
impairs or appears to impair the external Auditor's judgment or independence
in respect of the company.

(g) Any proposal to grant the external Auditor consulting work to the value of
$250,000 or more (other than audit-related work and work relating to taxation
services) will be referred to the Chairman of the Audit Committee by
management prior to granting the work.

Indicative Task List

As a practical matter, some specific tasks the Committee will focus on in
meeting its responsibilities for Audit Activities, Audit Coverage & Auditor
Independence include:

(a) Ensuring that the external Auditor provides an annual declaration for the half
year and full year accounts (addressed to the Board of Directors) that
provides;

" an account of all relationships between the external Auditor and the
company

" confirmation that the Auditor has maintained its independence in
accordance with:

(i) the Corporations Act,
(ii) the rules of the professional accounting bodies and
(iii) the auspices of this Charter and

" confirmation by the Auditor that it is, in its professional judgment,
independent of the company.

b) In addition, the Audit Committee may hold discussions with the external
Auditor in relation to these disclosed relationships, and their potential impact
on Auditor independence.

(c) Ensuring that the annual report for the financial year:

" provides disclosure of the dollar amount of all non-Audit services
provided by the external Audit firm to the DBS group, divided by
category of service

" discloses whether the Committee has considered whether the provision
of non-Audit services is compatible with maintaining the Auditor's
independence.

(d) Ensuring that the External Auditor or a representative of the Auditor attend
the AGM at which the Auditor's report is tabled.

e) Periodically reviewing the method by which the external Auditors
communicate matters to management and the Board to confirm
appropriateness and currency.

(f) On an annual basis, reviewing their terms of engagement and recommending
to the Board the appointment and remuneration of the external Auditors.

g) Annually reviewing the Audit plan of the external Auditors by considering it in
light of the terms of their engagement, areas of special concern to the
external Auditors or to the Board, the extent to which changes in internal
accounting control have affected the plan and the coordination of planned
work with Corporate Review.

h) Assessing the performance of the external Auditors by discussion with
management, together with the Committee's own perceptions from its
interaction with the external Auditors.

(i) Review all representation letters signed by management.

j) Annually assessing the effectiveness of the Corporate Review function by
reference to the Corporate Review Charter and its scope of operations and
critically appraising Corporate Review activities including planning
documentation, progress against plan, resources and reports produced.

(k) Satisfying itself that Corporate Review objectives, plans and resources
provide for adequate support of the Committee's own goals and objectives.

(l) Confirming that the independence of the Audit function is maintained by
ensuring there are no unreasonable restrictions placed upon the external
Auditor or Corporate Review and that Corporate Review reports to the
Managing Director and has full and free access to the Committee to preserve
objectivity.

(m) The Chairman of the Committee will meet (at least annually) with the External
Auditors without the presence of management.

Corporate Governance and Integrity

Primary Duty

The principal role of the Committee in relation to corporate integrity is to
provide assurance that the DBS Group adequately complies with applicable
laws and regulations, is conducting its affairs ethically and is maintaining
appropriate controls against employee conflict of interest and fraud.

Indicative Task List

Some specific matters the Committee may focus on under this heading include:

a) Considering DBS Group policies concerning compliance with laws,
regulations, business ethics and conflicts of interest, including policies in
relation to DBS's continuous disclosure obligations and rules governing
trading in DBS shares by officers and employees.

(b) Reviewing any significant recommended changes to the DBS Code of Ethical
Conduct and monitoring the procedures in place to ensure compliance with
that Code.

c) Reviewing and monitoring related party transactions and assessing their
propriety.

(d) Enquiring into actual or potential conflicts of interest, including reviewing
contracts, arrangements or undertakings that may involve related parties and
more generally, monitoring significant transactions to ensure they are at arm's
length.

e) Reviewing any investigation of significant misconduct or fraud and significant
instances of employee conflict of interest.

f) Considering the appropriateness and currency of the Group's corporate
governance practices, including consideration of the Corporate Governance
Statement to be included in the DBS Annual Report.

Other Matters

From time to time, the Committee may need to request, or, if approved by the
Board, to direct, a special project or investigation into a serious issue or
significant transaction that falls within the ambit of the Committee's overall
responsibilities.

11. FEES

11.1 Committee members are entitled to receive remuneration as determined from
time to time by the DBS Board.

12. REVIEW OF CHARTER

12.1 The Audit Committee Charter is reviewed annually by the Committee to ensure
it remains consistent with the Committee's authority, objectives and
responsibilities.

12.2 Significant changes to the Charter are recommended by the Committee and
approved by the Board.

Approved by the board on 3 September, 2003

Gregory John Platz
Company Secretary