ann. out and its good, page-9

now the first step is completed lets see if Ochre can follow through with the further steps mentioned and get E-COM between $0.015 and $0.03 per share or 1-25 consolidation
= 37.5 cents to 45 cents



In consideration and subject to the terms below, Ochre will receive fully paid shares and options ("the Options") exercisable at 1.0 cents per share, but only

when the Company’s shares trade regularly and for a minimum prescribed period at prices between
$0.015 and $0.03 per share as detailed below.

The issue of any securities under the above remuneration and performance package for Ochre
will, together with other conditions precedent, also be subject to all of the conditions detailed
below:


1. ECE commissioning an Independent Expert’s Report that attests to the remuneration and incentive package for Ochre being fair and reasonable for the shareholders of ECE; and

2. ECE obtaining shareholder, ASX and any regulatory approvals, as required; and

3. Ochre identifying and securing for ECE and ECE successfully acquiring at least one
resources/technology project within 90 days of the date of the MOU, or as extended by
ECE, on terms that are acceptable to ECE in its absolute discretion; and

4. Ochre securing any necessary funding for the project(s) referred to in 3 above and any
other projects that Ochre may introduce to ECE and that such funding shall be on terms
acceptable to ECE at its absolute discretion; and

5. Ochre identifying and introducing to ECE an experienced management team, including Board members with the necessary qualifications, industry recognition and past
performance, acceptable to ECE at its absolute discretion.