Copy of Enforceable Undertaking

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26 March 2004

This undertaking is offered to the Securities Commission for acceptance under Section 6J of the Securities Act 1978 by:

Asset Finance Limited ("the company")
232 Valley Road
WHAKATANE

And the director of the company

Clive Nelson George
4 Kowhai Street
OHOPE

Background

1.

The company is a registered company under the Companies Act 1993. The company is a finance company that has offered debt securities for subscription. It has done so without a registered prospectus or investment statement. The offer was open to the public. The Commission considers that the securities have been offered in contravention of section 33(1) of the Securities Act 1978 ("the Act") as the securities were offered without a registered prospectus or investment statement. Further, no trustee has been appointed and no trust deed has been executed, breaching section 33(2) of the Act.

2.

The Commission is aware that it is the intention of Mr George that the company appoint a trustee, execute a trust deed and prepare and register a prospectus in respect of its fund raising activities.

3.

The Commission is concerned about previous and ongoing breaches of the law. The Commission acknowledges Mr George's intentions to ensure the company's activities are conducted in accordance with the law.

4.

The company and the director acknowledge the Commission's concerns. The company and the director seek to remedy the breaches of the Act and ensure that no breaches of the Securities Act 1978 occur in the future.

5.

The company and the director have offered the undertakings set out below. The Commission has agreed to accept these undertakings under section 69J of the Securities Act 1978.

Undertakings

6.

The company and the director will not offer further securities to the public for subscription, other than in an investment statement, registered prospectus, or authorised advertisement that complies with the Securities Act 1978 and the Securities Regulations 1983, or in accordance with any applicable exemption granted by the Commission.

7.

The company and the director will similarly not allot securities other than in accordance with the Securities Act 1978.

8.

Within 10 working days of the registration of the prospectus, the company will provide a copy of the investment statement for the securities to all persons who have previously been allotted securities by the company and will offer each of these people the opportunity to have their original subscription refunded or to invest in valid securities (the allotments prior to the registration of the prospectus being void per section 37 of the Act) on the basis of the investment statement.

9.

The company will refund with interest the original subscription money of any person who does not, within 15 working days of the investment statement being provided to that person, re-apply for securities on the application form attached to the investment statement.

Acknowledgments

10.

The company and the director acknowledge that the Commission:

(a)

may issue a media release referring to the undertaking and to the concerns of the Commission which led to the undertaking being executed;

(b)

may from time to time publicly refer to the undertaking; and

(c)

will make this undertaking available for public inspection

11.

The company and the director acknowledge that this undertaking does not derogate from the rights and remedies available to the Commission or to any other person or entity arising from the conduct described in the undertaking.

12.

The company and the director acknowledge that the Commission's acceptance of an enforceable undertaking under section 69J of the Securities Act 1978 does not affect the Commission's power to investigate future conduct of any person, to take any action or exercise any power under the Securities Act 1978 or any other legislation, or to refer any matter for criminal prosecution or seek any civil penalty.

Signed for and on behalf of Asset Finance Limited
by its duly authorised officer:

[Clive Nelson George]

Signed by Clive Nelson George:

[Clive Nelson George]

Accepted by the Securities Commission
pursuant to section 69J of the Securities Act 1978
by its authorised delegate:

[Liam Mason]

[Dated this 26th day of March 2004]

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