Office Sub Sublease Agreement New South Wales

Form:    07SL             

Edition: 1099

SUB-SUBLEASE

New South Wales

Real Property Act 1900

(A)   SUB HEAD LEASE: ___________________

(B)   TORRENS TITLE:  ___________________ (if appropriate, specify the part or premises)

(C)   LODGED BY LTO: ___________________

(D)   SUB- SUBLESSOR: WATERWAYS AUTHORITY

The sub-sublessor leases to the sub-sublessee the property

referred to above.

(E)   Encumbrances (if applicable): _________________

(F)   SUB SUBLESSEE TENANCY: C-BRIDGE AUSTRALIA PTY LIMITED (ACN: 091 294 343)

(H) 1.  TERM: Five (5) years

      2.  COMMENCING DATE: 1 July 2000

      3.  TERMINATING DATE: 30 June 2005

      4.  Together with and reserving the RIGHTS set out in Annexure A hereto.

     Executed for the Waterways Authority by me   )

     as delegate, and I certify that I have no notice )

     as  to the revocation of such delegation:          )

     --------------------------------        ----------------------------------

     Signature of witness                    Signature of delegate

     --------------------------------        ----------------------------------

     Name of witness                         Name of delegate

     --------------------------------        -----------------------------------

     Address of witness                Office held by the delegate

     Executed for C-bridge Australia  Pty Limited  )

     (ACN: 091 294 343) by or on behalf of:          )

     --------------------------------        --------------------------------

     Signature of Secretary/Director         Signature of Director

     --------------------------------        --------------------------------

     Name of Secretary/Director              Name of Director

(J)  STATUTORY DECLARATION

I   solemnly and sincerely declare that-

1.  The time for the exercise of option to renew in expired sublease No.U182809 has ended;

2.  The sublessee under that sublease has not exercised the option;

3.  A variation of the sublease extending the term has not been entered into.

I make this solemn declaration conscientiously believing the same to be true and by virtue of the Oaths Act 1900.

Made and subscribed at _____________ in the State of _____________on _____________ in the presence of _____________

This and the following 34 pages form Annexure "A " referred to in the lease between Waterways Authority as lessor and C-bridge Australia Pty Limited (A.C.N. 091 294 343) as lessee dated the  ____ day of _________ 2000

THE INDEX

Section  1:   Definitions and Interpretations

              1.1  Definitions

              1.2  Interpretations

Section  2:   Exclusion of Statutory Provisions and Severability

              2.1  Exclusion of Statutory Provisions

              2.2  Severability of Provisions in Breach of Trade Practices Act

                   (1974)

Section  3:   Term

              3.1  Term of Lease

              3.2  Monthly Tenancy

              3.3  Reduction of Term

Section  4:   Rent, Rent Review and Lessee's Contribution to Outgoings

              4.1  Covenant to Pay Rent

              4.2  Additional Payment by Lessee

              4.3  Method of Payment

              4.4  Minimum Rent and Rent Review

              4.5  Procedure to Determine Current Rent

              4.6  Interest on Overdue Rent or Other Moneys

Section  5:   Assignment/Subletting

              5.1  Lessee not to Mortgage Charge etc

              5.2  Lessee not to Assign or Sublease

              5.3  Lessor may withhold consent if Security Risk

              5.4  Consent to transfer of Shares

              5.5  Sale of the Lessee's Business

Section  6:   Maintenance Repairs Alterations and Additions

              6.1  Lessee to Keep Premises and Fixtures in Good Repair

              6.2  Services by Lessee of Plant and Equipment Within and

                   Exclusively Servicing the Premises

              6.3  Redecoration by Lessee

              6.4  Lessee's Further Maintenance/Repair Obligations

              6.5  Lessee's Contribution to Cleaning Costs

              6.6  Lessor to Consent to Installation of Partitions

              6.7  Removal of Fixtures and Fittings by Lessee on Termination

              6.8  Notice of Damage and Defects by Lessee

Section  7:   Insurance and Indemnity

              7.1  Public Risk and Glass Insurance by Lessee

              7.2  Lessee not to Prejudice Lessor's Insurance or Premium Rate

              7.3  Compliance with Insurance Council Requirements

              7.4  Lessee to Occupy Premises at its Risk

              7.5  Indemnity by Lessee

Section  8:   Use of Premises and Building

              8.1  Use to which premises may be put by Lessee

              8.2  No warranty by Lessor as to Suitability of Premises

              8.3  Payment of Utility Charges by Lessee

              8.4  Lessee's Obligations

              8.5  Restrictions on Use of Premises by Lessee

              8.6  Provision of Directory by Lessor

Section  9:   Rights Reserved by Lessor

              9.1  Maintenance by Lessor

              9.2  Entry by Lessor and the Architects Agents and Workmen of the

                   Lessor to View and Effect Repairs and Alterations

              9.3  Work by Lessor to Remedy Lessee's Default

              9.4  Default by Lessee

              9.5  Power of Attorney in Favour of Lessor upon Lessee's Default

              9.6  Right for Lessor to vary Operating Procedures and Building

                   Regulations

              9.7  Fire Drills and Evacuation Procedures

Section  10:   Covenants by Lessor

              10.1  Quiet Enjoyment

              10.2  Use of Common Areas of the Building

              10.3  Sole use rights for certain Common Areas

Section  11:   Miscellaneous

              11.1  Abatement of Rent on Damage to Premises

              11.2  Termination of Lease on Destruction of Building

              11.3  Lessee to Pay Lessor's Costs

              11.4  Lessee to Permit Inspection and Display of Signs

              11.5  Notices

              11.6  Lessor's Rights to be Unaffected

              11.7  Essential Terms

Section  12:   Head Lease and/or Other Interests

              12.1  Right to Inspect

              12.2  Right to Receive Rents

              12.3  Lessor to Protect Estate under Sublease

              12.4  Lessee not to Prejudice Lessor's Estate

Section  13:   Option for Renewal

Section  14:   Bank Guarantee

Schedule 1:   Operating Procedures and Building Regulations

Schedule 2:   Lessee's Contribution to Outgoings of the Building

1.   Definitions and Interpretation

1.1. In this Lease unless a contrary intention appears:

     "Agreed Rate" means 2% per annum above the overdraft index rate charged by

     the Commonwealth Bank of Australia at the relevant date in respect of an

     overdraft limit in excess of $100,000.00 (or such rate as the Commonwealth

     Bank of Australia advises in writing is charged in substitution therefore);

     "Building" means the building known as 207 Kent Street Sydney, Maritime

     Trade Tower erected on the Land and the Lessor's fixtures and fittings in

     that building together with any extension or alterations subsequently made

     to that building;

     "Business Day" means any day not being a Saturday, Sunday or public holiday

     in New South Wales;

     "Commencement Date" means the date first specified in Item 5 of the

     Reference Schedule;

     "Fixed Review Date" means each date set out or described in Item 8 of the

     Reference Schedule as being a "fixed review" date;

     "GST" has the meaning given in the A New Tax System (Goods and Services

     Tax) Act 1999 (Cth) or any similar subsequent Legislation (as amended from

     time to time);

     "Head Lease" means the leases between Maritime Services Board of NSW (now

     Waterways Authority) and Wetastop Pty Limited, Cynwest Pty Limited,

     Detawind Pty Limited and Nesseyre Pty Limited as lessees dated 30 September

     1985 registered as dealing W386446 and dated 20 October 1992 registered as

     dealing I875984;

     "Land" means the land upon which the Building and New Building B as defined

     in the Head Lease are constructed being the land contained in Folio

     Identifier 1/813557;

     "Lessee and persons under its control" means the Lessee, its servants,

     agents and any other person in or about the Premises at any time at the

     request or invitation of or under the control or direction of the Lessee;

     "Lessee" means the Lessee described in Item 2 of the Reference Schedule,

     its successors and permitted assigns and in the case of a natural person,

     his executors and administrators;

     "Lessee's Percentage of Increases in outgoings" means that proportion which

     the Net Lettable Area of the Premises bears from time to time to the total

     Net Lettable      Area of the Building, such proportion being at the Commencement Date the

     proportion referred to in Item 9 of the Reference Schedule;

     "Lessor" means the Lessor described in Item 1 of the Reference Schedule,

     its successors and assigns (including for the purpose of giving any notice

     any Managing Agent appointed from time to time by the Lessor);

     "Lessor and persons under its control" means the Lessor, its servants,

     agents and any other person in or about the Building at any time at the

     request or invitation of or under the control or direction of the Lessor;

     "Managing Agent" means the agent appointed from time to time by the Lessor

     (and notified to the Lessee) to manage the Building;

     "Market Review Date" means each date set out or described in Item 8 of the

     Reference Schedule as being a "market review" date.

     "Minimum Rent" means the amount set out in Item 6 of the Reference Schedule

     as varied pursuant to clause 4.4;

     "Minister" means the minister administering the Lessor under the Ports

     Corporatisation & Waterways Management Act 1995;

     "Net Lettable Area" means the net lettable area as defined in the March

     1997 edition of "Method of Measurement for Lettable Area" issued by the

     Property Council of Australia;

     "Operating Procedures and Building Regulations" means the procedures and

     regulations contained in Schedule 1 to this Lease as may from time to time

     be varied or amended pursuant to clause 9.6;

     "Premises" means that part of the Building described in Item 4, excluding

     the Common Areas of the Building, and shall be deemed to include the floor

     coverings, curtains, blinds, ceilings, light fittings, airconditioning and

     other equipment to service the Premises installed at the earlier of the

     Commencement Date and the Lessee first occupying the Premises;

     "Reference Schedule" means the schedule described as such in this Lease;

     "Rent Commencement Date" means the date set out in Item 7 of the Reference

     Schedule;

     "Services" means all services or systems of any nature from time to time

     provided to the Building and/or to the Land or available for use, and

     includes (without limitation) the provision of any electronic medium,

     energy source, lighting, gas, fuel, power, water, sewerage, drainage,

     loading docks, plant rooms, storage areas, fire detection or alarm

     services, sprinkler systems or devices, lifts, escalators, security

     systems, air-conditioning and the fittings, fixtures, appliances, plant and

     equipment utilised for any of the foregoing, and includes any services or

     systems from time to time utilised for access to the Building;

     "Sublease" means the sublease between Wetastop Pty Limited, Cynwest Pty

     Limited, Detawind Pty Limited and Nesseyre Pty Limited as lessor and

     Maritime Services Board of NSW (now Waterways Authority) as lessee dated 1

     May 1989

                                       3

     registered as dealing Y401669;

     "Termination Date" means the date last specified in Item 5 of the Reference

     Schedule;

     "the Common Areas of the Building" means the tea-rooms, toilet and washroom

     facilities, forecourts, entrances, vestibules, passages, stairways,

     landings, escalators, lobbies between lifts facing other lifts serving the

     same floor, lifts and other areas from time to time intended to be used in

     general by the occupants of the Building;

1.2. In this Lease:

     1.2.1.  any provisions of this Lease to be performed by two or more persons

             shall bind those persons jointly and each of them severally;

     1.2.2.  any reference in this Lease to any statute or regulation is deemed

             to include all amendments and revisions made from time to time to

             that statute or regulation and any reference to the Corporations

             Law or Australian Securities Commission Act, 1989 or any provisions

             thereof is deemed to include a reference to the corresponding

             enactment or provision thereof in any other State or Territory of

             Australia or any similar enactment or provision in any other place;

     1.2.3.  any reference in this Lease to a "month" or "monthly" shall mean

             respectively calendar month and calendar monthly;

     1.2.4.  the Index to this Lease and any headings and marginal notations in

             this Lease have been inserted for convenience only and shall not in

             any way limit or govern the construction of the terms of this

             Lease;

     1.2.5.  where the Lessor's consent or approval is required pursuant to any

             provision of this Lease such consent or approval is not to be

             arbitrarily or capriciously withheld unless otherwise provided;

     1.2.6.  where in this Lease a reference is made to the Australian Property

             Institute, such reference shall if that Institute has ceased to

             exist, be deemed a reference to such body or association as then

             serves substantially the same objects as that Institute;

     1.2.7.  words importing persons shall include corporations and vice versa

             and words importing the singular number or plural number shall be

             deemed to include the plural number or singular number respectively

             and words importing any gender shall include all other genders as

             the case may require;

     1.2.8.  if any provision of this Lease, or its application to any party,

             person or circumstances is or becomes invalid or unenforceable, the

             remainder of this Lease or the application of such provision to

             such other parties, persons or circumstances shall not be affected

             thereby;

     1.2.9.  the provisions contained in this Lease and those applicable

             expressly or by statutory implication cover and comprise the whole

             of the agreement between the Lessor and the Lessee in relation to

             the Premises and the Lessor and the Lessee expressly agree and

             declare that no further or other provisions shall be

                                       4

             deemed to be implied in this Lease or to arise between the Lessor

             and the Lessee by way of collateral or other agreement by reason of

             any promise, representation, warranty or undertaking given or made

             by or on behalf of the Lessor or the Lessee on or prior to the

             execution of this lease and any such implications or collateral or

             other agreement is negatived.

2.   Exclusion of Statutory Provisions and Severability

2.1. Exclusion of Statutory Provisions

     2.1.1. The covenants, powers and provisions implied by virtue of Sections

            84, 84A, 85 and 86 of the Conveyancing Act, 1919 do not apply to

            this Lease and are expressly negatived.

     2.1.2. The employment in this Lease of words in any of the forms of words

            contained in the first column of Part II of Schedule IV to the

            Conveyancing Act, 1919 does not imply any covenant under Section 86

            of that Act.

     2.1.3. To the extent permitted by law, the application to this Lease of any

            moratorium or other Act, whether State or Federal, having the effect

            of extending the term, reducing or postponing the payment of rent,

            or otherwise affecting the operation of the terms of this Lease, is

            expressly excluded and negatived.

2.2. Severability of Provisions in breach of Trade Practices Act, 1974

     2.2.1. The Lessor and the Lessee hereby agree that any provision of this

            Lease which is in breach of the Trade Practices Act, 1974 and in

            consequence of such breach is void, voidable, unenforceable or

            invalid shall in any case be severable from this Lease and this

            Lease shall be read as though such provision did not form part of

            the same at any time.

3.   Term

3.1. Term of Lease

     The term of this Lease commences on the Commencement Date and expires on

     the Termination Date.

3.2. Monthly Tenancy

     If:

     3.2.1. the Lessee continues to occupy the Premises beyond the Termination

            Date; or

     3.2.2. the Lessee has not completed its obligations under clause 6.7.1;

     then the Lessee will be treated as continuing to occupy the Premises as a

     monthly tenant only at a rental payable monthly in advance, the first such

     payment to be made on the day following the Termination Date equal to one-

     twelfth of the sum of the following amounts:

                                       5

     3.2.3. the Minimum Rent determined under clause 4.4.2 as if the Termination

            Date is a Market Review Date;

     3.2.4. the annual amount of the Lessee's contribution to the increase in

            outgoings of the Building referred to in Schedule 2 to this Lease

            which is applicable immediately prior to the Termination Date.

     Either party may terminate the tenancy created under this clause by at

     least 1 month's notice in writing to the other expiring at any time.

3.3. Reduction of Term

     If the Lessor becomes entitled to re-enter or determine this Lease, the

     Lessor may at its option by written notice reduce the unexpired residue of

     the term of this Lease to a period of 1 month, and thereafter the Lessee

     will become a monthly tenant upon the conditions stated in clause 3.2.

4.      Rent, Rent Review and Lessee's Contribution To Increases In Outgoings

4.1. Covenant to Pay Rent

     The Lessee promises to pay rent to the Lessor during the term of this Lease

     without any deduction whatsoever in accordance with the provisions of this

     Lease.

4.2. Additional Payment by Lessee

     The Lessee promises to pay to the Lessor, in addition to the rent reserved

     under this Lease, the Lessee's contribution to the increases in outgoings

     of the Building in the manner provided in Schedule 2.

4.3. Method of Payment

     All payments of rent or other moneys required to be paid by the Lessee

     under this Lease must be paid to the Lessor or as the Lessor may in writing

     otherwise direct.

4.4. Minimum Rent and Rent Review

     4.4.1.  The Lessee must pay to the Lessor during the term free of exchange

     and all deductions the Minimum Rent in each year of the term such rent to

     be paid in advance by regular and consecutive monthly payments each equal

     to one-twelfth of the Minimum Rent each on the first day of each month in

     each year during the term (except the first and last payments which if

     necessary will be proportionate) the first being payable on the Rent

     Commencement Date. The Minimum Rent shall be an amount equal to the amount

     specified in Item 6 of the Reference Schedule in the first year of the term

     and in each succeeding year of the term shall be the amount determined in

     accordance with this clause.

     4.4.2.  At each Market Review Date the Minimum Rent will change to the

             greater of:

             4.4.2.1.  the Minimum Rent payable immediately prior to the Market

                       Review Date; and

                                       6

            4.4.2.2.  the current annual open market rental value ("the Current

                      Rent") of the Premises based on a lease between a willing

                      lessor and a willing lessee granted with vacant possession

                      and taking no account of:

                      4.4.2.2.1. any goodwill attributable to the Premises by

                                 reason of any trade or business carried on

                                 therein by the Lessee;

                      4.4.2.2.2. any improvements or fixtures erected or

                                 installed at the Lessee's expense;

            and in all other respects (except as to rent payable) on the

            provisions of this Lease.

     4.4.3. At each Fixed Review Date the Minimum Rent will change to either:

            4.4.3.2. the amount calculated as the Minimum Rent payable

                     immediately before the Rent Review Date multiplied by the

                     percentage specified in Item 8 of the Reference Schedule

                     for that Fixed Review Date.

     4.4.4. Despite clause 4.4.1 the Lessor will not require the Lessee to pay

            rent from the commencement of the term specified in Item 5 to the

            Rent Commencement Date.

     4.4.5. Despite clause 4.4.2, the Minimum Rent payable by the Lessee after

            the 1 July 2003 Market Review Date will not be more than 115% of the

            rent payable immediately before the 1 July 2003 Market Review Date.

4.5. Procedure to Determine Current Rent

     4.5.1. The Lessor may at any time within a period commencing 60 days prior

            to each Market Review Date or any time thereafter give written

            notice to the Lessee of the amount which the Lessor considers to be

            the Current Rent of the Premises at the relevant Market Review Date

            having regard to all matters then relevant to the determination of

            such rent ("the Lessor's rent notice").

     4.5.2. Unless the Lessee advises the Lessor in writing within 28 days after

            receiving the Lessor's rent notice that the Lessee disputes the

            Current Rent amount so notified then the amount so notified will be

            the Current Rent as at the "relevant Market Review Date" for the

            purposes of paragraph 4.4.2.2.

     4.5.3. If:

            4.5.3.1. within 28 day of receiving the Lessor's rent notice the

                     lessee disputes the Lessor's assessment of the Current

                     Rent; and

            4.5.3.2. the Lessor and the Lessee are unable to agree on the

                     Current Rent within 42 days after the Lessor gives the

                     Lessee's rent notice;

            then either the Lessor or the Lessee may refer the question of the

            Current Rent

                                       7

            at the relevant Market Review Date for the decision of:

            4.5.3.3. two qualified valuers, one appointed by each of the parties

                     (or in the event of failure by one of the parties to so

                     appoint a valuer within 7 days of being requested to do so

                     in writing - then the valuer selected by the other party);

                     or

            4.5.3.4. if the firstmentioned valuers appointed under paragraph

                     4.5.3.3 fail to jointly determine the Current Rent within 1

                     month of their appointment then by a qualified valuer

                     having at least 5 years experience to the date of his or

                     her appointment of valuing premises similar to the Premises

                     appointed by the President for the State of New South Wales

                     or other principal officer for the time being of the

                     Australian Property Institute. Each valuer acting under

                     this subclause 4.5.3 acts as an expert and not as an

                     arbitrator and the decision of the valuer(s) (including any

                     decision as to the costs of such determination) is final

                     and binding on the parties to this Lease.

     4.5.4. Pending the ascertainment of the amount of the Current Rent at the

            relevant Market Review Date, the Lessee must pay rent at the rate of

            the Minimum Rent payable immediately before the relevant Market

            Review Date. Upon determination of the Current Rent at the relevant

            Market Review Date, the Lessee must pay to the Lessor the difference

            between the interim amount so paid and the sum determined pursuant

            to clauses paragraph 4.4.2 and this clause 4.5

     4.5.5. .If the Lessee does not pay the amount of the difference to the

            Lessor within 14 days after being requested to do so, the Lessee

            must also pay to the Lessor interest on the amount of the difference

            at the Agreed Rate and calculated for the period from the relevant

            Market Review Date to the date of full payment, both days included.

4.6. Interest on Overdue Rent or Other Moneys

     If any rent or other moneys payable by the Lessee under this Lease remain

     unpaid for 7 days after the due date, then the Lessee shall pay to the

     Lessor interest on that money at the Agreed Rate and the Lessor will be

     entitled to recover that money and/or that interest as if it is rent in

     arrears.

4.7. Other expenses of the Lessee

     4.7.1. The Lessee must pay to the Lessor within 14 days of being requested

            to do so all expenses of the Lessor directly referrable to a request

            from the Lessee at the rate from time to time reasonably charged by

            the Lessor.

     4.7.2. After hours air-conditioning expenses will be properly and

            reasonably charged for use of air-conditioning outside the period

            between 7am and 6pm on Business Days.

                                       8

5.   Assignment/Subletting

5.1. Lessee not to Mortgage Charge etc

     The Lessee shall not during the continuance of this Lease mortgage, charge,

     license or otherwise deal with or part with possession of the Premises or

     any part thereof or any estate or interest therein or by any act or deed

     procure the Premises or any part thereof or any estate or interest therein

     to be mortgaged, charged (other than by way of a charge over all the assets

     of the Lessee), licensed or otherwise dealt with or disposed of except as

     hereinafter provided in respect of any assignment, transfer or sublease.

5.2. Lessee not to Assign or Sublease

     The Lessee shall not assign or transfer this Lease or grant any sublease of

     the whole or part of the Premises without first obtaining the written

     consent of the Lessor which consent shall not be unreasonably withheld if:

     5.2.1. the Lessee is not at the time of applying for such consent or

            thereafter in default in the observance or performance of the

            covenants and agreements on the Lessee's part herein contained or

            implied, unless waived in writing by the Lessor;

     5.2.2. the Lessee undertakes to pay to the Lessor the Lessor's reasonable

            administrative and other expenses and proper legal costs of and

            incidental to the giving of its consent;

     5.2.3. in the case of an assignment or transfer:

            5.2.3.1. the Lessee proves to the reasonable satisfaction of the

                     Lessor that the assignee under the intended transfer or

                     assignment ("the assignee") is a respectable and solvent

                     person capable of carrying on business in the Premises as

                     permitted by this Lease;

            5.2.3.2. the Lessee and the assignee enter into a covenant with the

                     Lessor in the form required by the Lessor that the assignee

                     will duly perform and observe the covenants and agreements

                     on the Lessee's part herein contained and will not alter

                     the usage of the Premises without the prior consent of the

                     Lessor;

            5.2.3.3. the assignee furnishes to the Lessor such guarantee or

                     guarantees of the performance of the obligations under this

                     Lease as the Lessor shall reasonably require including a

                     bank guarantee in the sum of 6 months rent, 6 months

                     increases in outgoings and GST payable on the supply by the

                     Lessor;

            5.2.3.4. the Lessee and the assignee comply with the Lessor's

                     reasonable requirements in relation to the documentation,

                     stamping and registration of the intended assignment;

     5.2.4. in the case of subletting:

            5.2.4.1. the Lessee proves to the reasonable satisfaction of the

                     Lessor that the sublessee under the intended sublease ("the

                     sublessee") is a

                                       9

                     respectable, responsible and solvent person capable of

                     carrying on business in the Premises as permitted by this

                     Lease;

          5.2.4.2.   the Lessee proves to the reasonable satisfaction of the

                     Lessor (by valuation or valuations if so required) that the

                     rent payable by the sublessee under the sublease is at a

                     rate not less than the current market rate of rent for the

                     Premises;

          5.2.4.3.   the Lessee and the sublessee enter into a deed with the

                     Lessor in the form reasonably required by the Lessor

                     whereby, in the event of default by the Lessee under this

                     Lease, the sublessee shall if so required by the Lessor

                     make all payments required under the sublease directly to

                     the Lessor and otherwise perform and observe the covenants

                     and agreements on the sublessee's part directly in favour

                     of the Lessor; and

          5.2.4.4.   the Lessee and the sublessee comply with the Lessor's

                     reasonable requirements in relation to the documentation,

                     stamping and registration of the intended sublease.

     5.3. Lessor may withhold consent if security risk

          Notwithstanding anything contained in clause 5.2, the Lessor may

          withhold its consent to any transfer, assignment and sublease if in

          the Lessor's absolute discretion it considers the identity of the

          transferee, assignee or sublessee would or could create a security

          risk to the Building or to the occupiers of the Building from time to

          time.

     5.4. Consent to Transfer of Shares

          If the Lessee is a company other than a company whose shares are

          listed on any Australian Stock Exchange, the Lessee shall not, without

          the prior written consent of the Lessor such consent not to be

          unreasonably withheld, register, record or enter in its books any

          transfer of any share or shares in the capital of the Lessee or deal

          with any beneficial interest in any such share or shares or issue any

          new share or shares or take or attempt to take any action where such

          transfer, dealing, issue or action has the effect of altering the

          effective control of the Lessee or having the effect that the

          shareholders of the Lessee at the date hereof together beneficially

          hold or control less than 51% of the voting rights of capital in the

          Lessee. This clause shall not apply to any transfer of or dealing with

          the shares in the capital of the Lessee to effect the listing on any

          Australian Stock Exchange of the Lessee. For the avoidance of doubt

          this clause does not apply to any transfer of, dealing with, issue of

          or action taken with the shares in any parent company of the Lessee.

5.5.      Sale of the Lessee's Business

          If the Lessee is a company and sells or otherwise disposes of the

          whole or a substantial part of the Lessee's business but without

          transferring this Lease, then the Lessee must notify the Lessor of all

          relevant details requested by the Lessor and must prove to the

          Lessor's satisfaction that the Lessee remains capable of fulfilling

          the Lessee's obligations under this Lease. The Lessor shall act

          reasonably in this regard. If the Lessor is not so satisfied, the

          Lessor may:

                                      10

     5.5.1. require the Lessee to give to the Lessor such additional security

            for the performance of the Lessee's obligations under the Lease on

            such terms and from such people as the Lessor may require; or

     5.5.2. treat the Lessee as being in breach of clause 5.2.

6.   Maintenance Repairs Alterations and Additions

6.1. Lessee to Keep Premises and Fixtures in Good Repair

     6.1.1. The Lessee shall keep the interior of the Premises and all fixtures

            and fittings (including any carpets, curtains or blinds) installed

            or provided by the Lessor in good repair and at the expiration or

            sooner determination of the Lease shall yield up the Premises and

            the fixtures and fittings of the Lessor in good repair.

     6.1.2. The obligation of the Lessee stated in paragraph 6.1.1 does not

            include responsibility for fair wear and tear and any damage caused

            by flood, fire, storm, tempest or by aircraft or articles therefrom

            or any other risks against which insurance cover is usually effected

            for properties similar to the Building save to the extent that such

            damage is attributable to any act or omission on the part of the

            Lessee and persons under its control.

6.2. Services by Lessee of Plant and Equipment within and exclusively servicing

     the Premises

     The Lessee shall keep such of the plant or machinery located within and

     exclusively servicing the Premises maintained serviced and in good repair

     and will enter into and keep current at the Lessee's expense such

     maintenance service and repair contracts as are reasonably required by the

     Lessor for that purpose with contractors approved by the Lessor such

     approval not to be unreasonably withheld.

6.3. Redecoration by Lessee

     6.3.1. The Lessee shall redecorate the Premises to the reasonable

            satisfaction of the Lessor before each of the dates specified in

            Item 13 of the Reference Schedule and the Termination Date. The term

            "redecorate" shall include the washing down of the whole of the

            interior of the Premises including all partitions or additions made

            to the Premises and the treatment as previously treated of all

            internal surfaces of the Premises by painting, staining, polishing

            or otherwise to a specification reasonably approved by the Lessor;

            and also the replacing of all carpet/floor tiles which in the

            reasonable opinion of the Lessor are worn or damaged otherwise than

            by fair wear and tear and in need of replacement.

     6.3.2. Should the Lessee fail to redecorate the Premises by the dates

            specified, the Lessor may undertake redecoration at the Lessee's

            expense (and shall have access to the Premises for its agents,

            servants and contractors for this purpose) and the Lessee shall

            repay amounts so expended by the Lessor on demand.

6.4. Lessee's Further Maintenance/Repair Obligations

     The Lessee shall at the Lessee's expense:

                                      11

     6.4.1. ensure that all waste created by the Lessee and persons under its

            control is placed daily in suitable receptacles;

     6.4.2. immediately make good any damage to any part of the Building

            (including the Common Areas) or to the Premises or any part thereof

            caused by the Lessee and persons under its control;

     6.4.3. immediately replace all glass in any part of the Building broken by

            the Lessee and persons under its control;

     6.4.4. replace all damaged or non-operative light globes and tubes within

            the Premises;

     6.4.5. take any steps necessary to control any pest infestation occurring

            within the Premises and if required by the Lessor engage a pest

            exterminator approved by the Lessor;

     6.4.6. repair or where appropriate replace heating, lighting, electrical or

            plumbing fittings installed in the Premises broken or damaged by the

            Lessee and persons under its control;

     6.4.7. comply with all statutes, ordinances, proclamations, orders and

            regulations arising from the Premises or any fixtures or fittings

            installed by the Lessee therein provided that the Lessee shall be

            under no liability in respect of any structural alteration required

            under of this paragraph unless that liability arises out of the

            Lessee's particular use or occupation of the Premises;

     6.4.8. comply with any notices or orders which may be given by any

            competent authority arising from the Lessee's use of the Premises or

            their use by the Lessee (whether addressed or given to the Lessor or

            the Lessee and without regard to the person liable by statute or

            regulation to comply with such notice or order) provided that the

            Lessee shall be under no liability in respect of any structural

            alteration required under of this paragraph unless that liability

            arises out of the Lessee's particular use or occupation of the

            Premises.

6.5  Lessee's Contribution to Cleaning Costs

     6.5.1. The Lessor at the Lessee's expense shall arrange for the Premises to

            be cleaned by the cleaning contractor engaged by the Lessor for the

            Building.

     6.5.2. The Lessee shall pay to the Lessor the Lessee's proportion as stated

            in Item 9 of the Reference Schedule of the Lessor's cost from time

            to time of cleaning the Building (including without limitation the

            Common Areas of the Building and the external and internal surfaces

            of the windows in the Building and including toilet requisites).

     6.5.3. The Lessee shall pay to the Lessor the cleaning costs provided by

            this clause 6.5 monthly in advance on the days for payment of the

            annual rent (and proportionately for any part of a month where

            necessary) and a statement from the Lessor as to the cost of such

            cleaning from time to time shall be prima facie evidence thereof.

6.6. Lessor to Consent to Installation of Partitions

                                      12

     6.6.1. The Lessee shall not install or use in the Premises internal

            partitions other than of a standard as to type quality and size

            approved by the Lessor, acting reasonably.

     6.6.2. The Lessee shall not install or place in the Premises any item

            fixture or fitting which is or is likely in the opinion of the

            Lessor to overload the structure of any part of the Building.

     6.6.3. The Lessee shall not make alterations or additions to the Premises

            nor install or alter any partitioning nor install or place any

            equipment fitting fixture or machinery likely to disturb the

            efficient operation of the air conditioning or other systems

            servicing the Building or the Premises without the Lessor's prior

            written approval.

     6.6.4. In seeking the Lessor's approval under this clause 6, the Lessee

            shall submit plans and specifications of the proposed work, and the

            Lessor may require as a condition of its approval that:

            6.6.4.1. any such work shall be supervised by a person nominated by

                     the Lessor;

            6.6.4.2. any such work shall be executed by contractors or tradesmen

                     approved by the Lessor;

            6.6.4.3. the Lessee pays on demand all costs reasonably incurred by

                     the Lessor in considering the proposed works and their

                     supervision including the fees of the architects or other

                     building consultants employed by the Lessor;

            6.6.4.4. the Lessee shall obtain from any competent authority all

                     necessary approvals or permits necessary to enable such

                     proposed work to be lawfully effected and shall on request

                     by the Lessor produce for inspection to the Lessor copies

                     of all such approvals and permits from any such competent

                     authority;

            6.6.4.5. upon completion of the works, the Lessee shall produce to

                     the Lessor any certificates of compliance or satisfactory

                     completion issued by any such competent authority; and

            6.6.4.6. the Lessee reimburse the Lessor any cost or expense

                     properly and reasonably incurred by the Lessor as a result

                     of the installation, operation or removal of any such

                     equipment, fixture, fitting or machinery.

6.7. Removal of Fixtures and Fittings by Lessee on Termination

     6.7.1. The Lessee must:

            6.7.1.1. prior to the expiration of the term of this Lease remove

                     from the Premises:

                     6.7.1.1.1. all partitions, alterations, additions and other

                                fixtures and fittings installed or made by the

                                Lessee, whether under this Lease or a previous

                                occupation arrangement;

                                      13

                     6.7.1.1.2. all the Lessee's property; and

                     6.7.1.1.3. all partitions in the Premises at the

                                Commencement Date or the date of commencement of

                                any earlier occupation arrangement;

            6.7.1.2. make good damage to the Premises caused by such removal;

            6.7.1.3. if the term of this Lease is determined prior to the

                     Termination Date, remove and make good the damage caused

                     within a reasonable time after the determination.

     6.7.2. If the Lessee does not complete the removal and make good prior to

            the expiration of the term of this Lease (or in the case of the

            determination of the term of this Lease within a reasonable time

            after such determination) then the Lessor may:

            6.7.2.1. remove and store the partitions, alterations, additions,

                     fixtures and fittings that the Lessee fails to remove and

                     the Lessee undertakes to repay on demand all costs and

                     expenses incurred by the Lessor in so doing; or

            6.7.2.2. elect not to carry out the removal by giving notice in

                     writing to the Lessee that unless the Lessee carries out

                     the removal within 28 days of the date on which such notice

                     is given, the partitions, alterations, additions, fixtures

                     and fittings which have not been removed by the Lessee will

                     be forfeited to the Lessor; if the Lessee fails to comply

                     with the notice the partitions, alterations, additions,

                     fixtures and fittings will become the property of the

                     Lessor at the expiration of the 28 day period.

     6.7.3. If the Lessee has not completed its obligations under subclause

            6.7.1 by the expiry of the term of this Lease, then the Lessee will

            be regarded as holding over under clause 3.2.

     6.7.4. The obligation under this clause to complete the removal and make

            good prior to the expiration of the term of this lease do not apply

            if the Lessee has successfully exercised the option for renewal in

            accordance with clause 13.

6.8. Notice of Damage and Defects by Lessee

     6.8.1. The Lessee shall promptly give notice to the Lessor (or where

            appropriate to the Building supervisor or Managing Agent) when it

            becomes aware of:

            6.8.1.1. any damage and of any accident to or defects in the

                     Premises or in the Building or in any of the services or

                     other facilities provided by the Lessor in the Premises or

                     the Building; and

            6.8.1.2. any circumstances likely to occasion any damage or injury

                     occurring within the Premises or the Building.

7.   Insurance and Indemnity

7.1. Public Risk and Glass Insurance by Lessee

                                      14

     The Lessee shall keep current at all times during its occupation of the

     Premises:

     7.1.1.  a policy of public risk insurance applicable to the Premises and

             the business carried on therein in the joint names of the Lessor

             and the Lessee for an amount not less than the amount stated in

             Item 11 of the Reference Schedule (being the amount which may be

             paid out arising out of any one single accident or event) or such

             higher amount as the Lessor may from time to time reasonably

             require; and

     7.1.2.  an insurance policy in the joint names of the Lessor and the Lessee

             for the full insurable value on a replacement basis against all

             insurable risks all for glass (including plate glass but excluding

             any glass located in exterior windows in floors above the ground or

             street level of the Building) in or enclosing the Premises.

     Such insurance policies shall be effected with an insurance company

     approved by the Lessor (such approval not be unreasonably withheld) and the

     Lessee will if so requested by the Lessor provide the Lessor with copies of

     such policies and from time to time with a certificate of currency for each

     such policy.

7.2. Lessee not to Prejudice Lessor's Insurance or Premium Rate

     The Lessee and persons under its control shall not do or permit to be done

     anything upon the Premises whereby any insurance effected by the Lessor or

     by the Lessee may be rendered void or voidable or (except with the Lessor's

     prior written approval) whereby the premium payable on any such insurance

     shall be liable to increase and the Lessee shall as and when required by

     the Lessor pay all extra premiums payable by the Lessor on account of extra

     risk caused by the use to which the Premises are put by the Lessee.

7.3. Compliance with Insurance Council Requirements

     7.3.1. The Lessee covenants at all times and in all respects to comply with

            the requirements of the New South Wales Fire Brigade and the

            Lessor's insurers and also with the requirements of any relevant

            statute, regulation or other notice issued by any similar authority.

     7.3.2. The Lessee shall pay to the Lessor the costs incurred by the Lessor

            (including alterations to the Premises) which may result from the

            non-compliance by the Lessee with the requirements (applicable to

            the Premises) of the Insurance Council of Australia, the New South

            Wales Fire Brigade or the Lessor's insurers.

7.4. Lessee to Occupy Premises at its Risk

     The Lessee agrees to occupy and use the Premises at the Lessee's risk and

     releases to the fullest extent permitted by law the Lessor its servants

     agents and contractors in the absence of any negligence on their part from

     all claims and demands of any kind and from all liability which may arise

     in respect of any accident damage or injury occurring to any persons or

     property in or about the Premises and the Lessor shall have no

     responsibility or liability for any loss or damage to fixtures fittings or

     personal property

                                      15

     of the Lessee, save where caused by the negligence or the deliberate act or

     omission of the Lessor and persons under its control.

7.5. Indemnity by Lessee

     The Lessee will indemnify and keep indemnified the Lessor and its servants

     agents and contractors in the absence of any negligence on their part from

     and against all actions, claims, demands, losses, damages, costs and

     expenses incurred by the Lessor or for which the Lessor may become liable

     in respect of or arising from all or any of the following to the extent

     that they are caused or contributed to by the use of the Premises or by any

     act or omission on the part of the Lessee or persons under its control or

     any other persons claiming through or under the Lessee or on the part of

     any trespasser while such trespasser is within the Premises:

     7.5.1. the negligent or careless use, misuse, waste or abuse of the water,

            electricity, lighting and other installations in and facilities of

            the Premises or the Building;

     7.5.2. overflow or leakage of water or other fluids in or from the Premises

            or of rain water; and

     7.5.3. loss of or damage to property, loss of life or injury to persons

            within the Premises or the Building.

8.   Use Of Premises and Building

8.1. Use to which Premises may be put by Lessee

     The Lessee may not use the Premises otherwise than for the purpose stated

     in Item 12 of the Reference Schedule. The Lessor gives no warranty as to

     the use to which the Premises may be put and the Lessee shall satisfy

     itself thereon and shall be deemed to have accepted this Lease with full

     knowledge of and subject to any prohibitions or restrictions on the use

     thereof under or in pursuance of any Act, Ordinance, Regulation, By-Law or

     other statutory enactment or order of Court. If the use referred to in Item

     12 of the Reference Schedule be permissible only with the consent or

     approval of any authority under or in pursuance of any such Act, Ordinance,

     Regulation, By-Law or other statutory enactment or order of Court the

     Lessee shall obtain such consent or approval at its own expense.

8.2. No Warranty by Lessor as to Suitability of Premises

     The Lessor does not in any way warrant that the Premises are or will remain

     suitable or adequate for any of the purposes of the Lessee and to the full

     extent permitted by law all warranties as to suitability and as to adequacy

     implied by law are expressly negatived.

8.3. Payment of Utility Charges by Lessee

     The Lessee shall pay to the proper authorities all charges for utility and

     other services connected to the Premises and separately metered to the

     Premises. If the Lessee defaults in payment of such charges, the Lessor may

     pay the same and forthwith recover the amount paid as if the same were rent

     in arrears payable by the Lessee.

8.4. Lessee's Obligations

                                      16

     The Lessee shall during its occupation of the Premises:

     8.4.1. advise the Lessor (or where applicable its Managing Agent) of the

            private address and telephone number of the Lessee or if the Lessee

            is a corporation of the manager, secretary or other responsible

            person employed by the Lessee and shall keep the Lessor or its

            Managing Agent informed of any change of such address or telephone

            number;

     8.4.2. secure the Premises against unauthorised entry at all times when the

            Premises are left unoccupied and the Lessor reserves the right by

            its servants and agents to enter upon the Premises and fasten same

            if the Premises are left unsecured;

     8.4.3. not do anything whereby the work or efficiency of the air

            conditioning plant or servicing of the Building or the Premises may

            be detrimentally affected;

     8.4.4. upon the cessation of the Lessee's right to occupy the Premises,

            deliver to the Lessor or its Managing Agent all keys (including card

            keys and other security access devices) to the Premises and the

            Building; and

     8.4.5. comply with the Operating Procedures and Building Regulations.

8.5. Restrictions on Use of Premises by Lessee

     The Lessee shall not:

     8.5.1. use or permit to be used for other than their designed purposes any

            of the fixtures or fittings in the Premises or the Building;

     8.5.2. store or use inflammable or dangerous substances upon the Premises

            (except as may be necessary for the ordinary conduct of the

            permitted use of the Premises specified in Item 12 of the Reference

            Schedule);

     8.5.3. do or permit to be done on the Premises or in the Building anything

            which in the reasonable opinion of the Lessor may become a nuisance

            or disturbance, obstruction or cause of damage whether to the Lessor

            or to other tenants or users of the Building or use the Premises in

            any noisy, noxious or offensive manner;

     8.5.4. obstruct or interfere with any of the entrances or common areas of

            the Building;

     8.5.5. other than pursuant to a right granted by the Lessor, permit any

            sign, advertisement, name or notice to be placed on any part of the

            Premises or the Building where such sign, advertisement, name or

            notice is of an incongruous or unsightly nature having regard to the

            character and use of the Building and prior to the installation or

            replacement of any sign, advertisement, name or notice the Lessee

            shall:

            8.5.5.1.  obtain the Lessor's prior written consent (which in the

                      case of signs on the exterior of the Building may be

                      refused in the absolute discretion of the Lessor but

                      otherwise such consent shall not be unreasonably

                      withheld); and

            8.5.5.2.  obtain the prior consent of any relevant competent

                      authority;

                                      17

     8.5.6.  carry on or permit to be carried on upon the Premises or any part

             thereof the business of a licensed victualler or use the Premises

             or the Common Areas of the Building or allow the same to be used

             for any illegal or immoral purpose or for a sale by auction or

             allow anyone to sleep on the Premises or allow any animal, reptile,

             fish or bird on the Premises and shall not during the continuance

             of this Lease install on the Premises or any part thereof machinery

             (other than office machines of a weight and in locations approved

             by the Lessor which approval shall not be unreasonably withheld),

             boilers or engines of any kind (save as may be expressly authorised

             herein or by licence in writing by the Lessor) or endanger the

             Premises by overloading the internal floors thereof;

     8.5.7.  use the Premises for the bulk storage of tallow oil, naphtha,

             petroleum or other dangerous or explosive inflammable substances

             liquids or compounds thereof except as may be necessary for the

             ordinary conduct of the permitted use of the Premises specified in

             Item 12 of the Reference Schedule; and

     8.5.8.  other than pursuant to a right granted by the Lessor, exhibit,

             place or permit to be affixed upon the Building or any external

             wall or part or parts of the Premises or internally in such manner

             as to be visible from outside the Building any electric or

             illuminated sign signboard or place or leave any sign, facia,

             advertisement, placard, lettering, boards, posters, notices or

             signs or other advertisement other than those approved by the

             Lessor on the directory in the entrance lobby of the Building and

             in default the Lessor may enter and remove the same at the Lessee's

             cost but in any event such approval on the directory shall not be

             unreasonably withheld provided however that the design, type and

             size of lettering to be used on such directory shall be entirely in

             the discretion of the Lessor and such lettering will be entered on

             the directory by the Lessor at the cost of the Lessee.

8.6. Provision of Directory by Lessor

     Where the Lessor at the request of the Lessee provides the Lessee with

     identification on any signboard or directory installed by the Lessor in or

     near any of the entrances to the Building, the Lessee shall pay to the

     lessor on demand the reasonable cost of providing such identification.

9.   Rights Reserved By Lessor

9.1. Maintenance by Lessor

     The Lessor reserves the right to use, maintain and repair all Services

     and/or associated fixtures and fittings passing through the Premises or the

     Building.

9.2. Entry by Lessor and the Architects, Agents and Workmen of the Lessor to

     View and Effect Repairs and Alterations

     The Lessor and the architects, agents and workmen of the Lessor shall have

     the right to enter upon the Premises with all necessary materials and

     equipment at all reasonable times and on reasonable notice (but at any time

     and without notice in the case of an emergency):

                                      18

     9.2.1.    to enter and view the state of repair of the Premises and to

               ascertain whether or not there has been any breach of the terms

               of this Lease;

     9.2.2.    to carry out repairs or other works to the Premises or to the

               Building or to any adjacent building;

     9.2.3.    to execute any work required to remedy a defect which is the

               Lessee's duty to repair if the Lessee has not within 21 days of

               the date of receipt by the Lessee of written notice from the

               Lessor requiring such defect to be repaired taken steps to remedy

               the defect and without prejudice to other remedies the Lessor may

               recover the cost of such repairs from the Lessee forthwith on

               demand;

     9.2.4.    for the purpose of complying with the terms of any present or

               future legislation affecting the Premises or the Building or of

               any notice served on the Lessor or Lessee by any competent

               authority for which the Lessee is not responsible under this

               Lease;

     9.2.5.    in the event the Premises or the Building are either destroyed or

               damaged for the purpose of rebuilding or restoration;

     9.2.6.    for the purpose of carrying out any repairs, alterations,

               additions or other works to the utilities or other Services

               provided to the Lessee and/or other tenants of the Building;

     provided always that in exercising such rights the Lessor shall:

               9.2.6.1.  use its reasonable endeavours to minimise any

                         disturbance caused to the Lessee in its occupation and

                         use of the Premises;

               9.2.6.2.  provide reasonable notice of the exercise of such

                         rights (save in emergency); and

               9.2.6.3.  make good damage caused to the Premises when exercising

                         such rights.

9.3. Work by Lessor to Remedy Lessee's Default

     The Lessor may elect to remedy at any time without notice any default by

     the Lessee under this Lease which has continued for 28 days after notice to

     the Lessee requiring rectification of such default except in the case of

     emergency and whenever the Lessor so elects all costs and expenses incurred

     by the Lessor (including legal costs and expenses) in remedying such

     default shall be paid by the Lessee to the Lessor forthwith on demand.

9.4. Default by Lessee

     If at any time during the occupation of the Premises by the Lessee:

     9.4.1.    any rent or other money payable by the Lessee is in arrears for 7

               days after notice is given to the Lessee advising that any sum is

               in arrears; or

                                      19

     9.4.2.    in the case of default by the Lessee in respect of any obligation

               on the part of the Lessee arising out of any term of this Lease

               such default continues for 28 days after notice is given to the

               Lessee advising of such default; or

     9.4.3.    in the case of repairs required to be effected by the Lessee such

               repairs are not completed within 28 days after such notice is

               given to the Lessee; or

     9.4.4.    execution be levied against any of the assets of the Lessee; or

     9.4.5.    the Lessee (not being a company) assigns his estate or enters

               into a deed of arrangement for the benefit of creditors; or

     9.4.6.    the Lessee (being a company) either:

               9.4.6.1.  goes into liquidation (other than a voluntary

                         liquidation for the purposes of reorganisation); or

               9.4.6.2.  is wound up or dissolved; or

               9.4.6.3.  enters into a scheme of arrangement with its creditors

                         or any class thereof; or

               9.4.6.4.  is placed under official management; or

               9.4.6.5.  a receiver or manager or provisional liquidator or

                         administrator of any of its assets is appointed; or

               9.4.6.6.  an inspector is appointed pursuant to the Australian

                         Securities Commission Act, 1989;

               then notwithstanding any prior waiver or failure to take action

               by the Lessor or indulgence granted by the Lessor to the Lessee

               in respect of any such matter or default whether past or

               continuing it shall be lawful for the Lessor or any other person

               duly authorised by it to:

               9.4.6.7.  re-enter upon the Premises or any part thereof in the

                         name of the whole and thereby determine the estate of

                         the Lessee; and

               9.4.6.8.  remove or otherwise deal with as provided in clause

                         6.7.2 all goods fittings fixtures and effects found on

                         the Premises;

               without releasing the Lessee from any liability in respect of the

               breach or non-observance of any term of this Lease.

9.5. Power of Attorney in Favour of Lessor upon Lessee's Default

     Should the Lessor become entitled to re-enter and take possession of the

     Premises and determine this Lease after necessary compliance with any

     relevant statutory provision as to the exercise of rights of forfeiture (of

     which the statutory declaration of any officer of the Lessor shall be

     conclusive evidence for the purposes of the Registrar General) the

                                      20

        Lessee hereby irrevocably appoints the Lessor to be the Attorney of the

        Lessee for him in his name and as his act and deed from time to time if

        and when such Attorney shall think fit for the purpose of giving full

        effect to the power of re-entry to execute and procure the registration

        of a surrender of this Lease and to record this Power of Attorney and

        procure to be done any act, matter or thing which may be required to

        give full effect thereto according to the Real Property Act 1900 or to

        any other law or usage for the time being in force in the State of New

        South Wales and all and whatsoever such Attorney shall lawfully do or

        purport to do or cause to be done by virtue of the said appointments is

        ratified and confirmed by this Lease.

9.6.    Right for Lessor to Vary Operating Procedures and Building Regulations

        The Lessor shall have the right to vary or amend from time to time the

        Operating Procedures and Building Regulations contained in Schedule 1 by

        written notice given to the Lessee provided that no such variation or

        amendment shall derogate from the rights of the Lessee under this Lease

        or impose any additional financial obligation on the Lessee and in the

        event of any inconsistency between the provisions of the Lease and the

        Operating Procedures and Building Regulations the provisions of this

        Lease shall prevail.

9.7.    Fire Drills and Evacuation Procedures

        The Lessor shall have the right to require the Lessee to perform from

        time to time fire drills and observe all necessary and proper emergency

        evacuation procedures and the Lessee and persons under its control shall

        cooperate with the Lessor in performing such drills and procedures

        provided that in requiring the Lessee and persons under its control to

        carry out such drills and procedures the Lessor shall use its best

        endeavours to minimise any disturbance thereby caused to the Lessee in

        its occupation and use of the Premises.

10.     Covenants By Lessor

10.1.   Quiet Enjoyment

        10.1.1.  The Lessor shall pay all rates, taxes and assessments charged

                 upon the Land or the Building except those which the Lessee is

                 obliged to pay.

        10.1.2.  The Lessee upon paying the rent and other moneys payable to the

                 Lessor and upon performing the Lessee's obligations under this

                 Lease shall and may peaceably possess and enjoy the Premises

                 during the continuance of this Lease without any undue

                 interruption or disturbance from the Lessor or its servants or

                 agents or any parties deriving title from the Lessor or having

                 an interest superior to the Lessor.

10.2.     Use of Common Areas of the Building

          The Lessor agrees that the Lessee its servants, agents, customers and

          invitees shall be entitled (in common with other persons authorised by

          the Lessor) to use the Common Areas of the Building for the purposes

          for which such common areas were designed or intended to be used.

10.3.   Sole use rights for certain Common Areas Notwithstanding the provisions

        of clause 10.2, the Lessor agrees that during such time as the Lessee is

        the lessee of a whole floor of the Building, the Lessee (at no

        additional cost) shall have the sole and exclusive right for the Lessee

        and persons under its control to use the tea rooms and toilet and

        washroom facilities situated on such floor.

10.4.   The Lessor shall keep the Building in good and substantial repair and

        shall use its reasonable endeavours to provide all appropriate services

        for the occupants of the Building including airconditioning and lifts at

        all appropriate times.

11.     Miscellaneous

11.1.   Abatement of Rent on Damage to Premises

        In case the whole or any part of the Building or the Premises shall be

        damaged by fire or other contingency so as to render the Premises wholly

        or partially unfit or unavailable for occupation and use by the Lessee

        (in circumstances where clause 11.2 does not apply) then provided such

        damage is not occasioned by any act or neglect of the Lessee:

        11.1.1.  The rents reserved by and any other money payable under this

                 Lease, or a proportionate part thereof according to the nature

                 and extent of the damage, or inaccessability shall abate;

        11.1.2. Any remedies for the recovery of rent falling due after such

                damage shall be suspended until the Premises have been made fit

                for and are available for occupation by the Lessee; and

        11.1.3. Any dispute arising under clause 11.1 as to the amount of rent

                and any other moneys payable under this Lease to be abated shall

                be determined by an independent expert valuer having at least 5

                years experience to the date of his appointment of the matters

                referred to in this clause 11.1 selected by mutual agreement

                between the Lessor and the Lessee provided that should the

                parties be unable to agree on such a valuer then either the

                Lessor or the Lessee may request the President of the New South

                Wales Division of the Australian Property Institute to nominate

                a valuer possessing the qualifications referred to in this

                paragraph 11.1.3 who shall make a final determination of the

                amount by which the rent reserved and any other moneys payable

                under this Lease is to be abated and of the duration of such

                abatement and in making such determination such valuer shall be

                deemed to be acting as an expert and not as an arbitrator and

                the costs incurred in having such determination made shall be

                borne equally by the parties.

11.2.   Termination of Lease on Destruction of Building

        11.2.1.  If the Building is totally destroyed or damaged so extensively

                 as to render the repair of or making good such damage

                 impracticable or undesirable in the

                                      22

                 reasonable discretion of the Lessor, then:

                 11.2.1.1.  this Lease may be determined by written notice by

                            either the Lessor or the Lessee without liability

                            attaching to either party by reason of such

                            determination provided that the Lessee shall not be

                            entitled to determine this Lease if the Lessor

                            within a period of three months after the occurrence

                            of the destruction or damage shall have given

                            written notice to the Lessee of its intention to

                            reinstate the Building and make the Premises fit for

                            occupation ("the Notice") and if the Lessor shall

                            thereafter with all reasonable expedition (and

                            subject to all necessary approvals first being

                            obtained) proceed to reinstate the Building and make

                            the Premises fit for occupation; and

                 11.2.1.2.  if the Lessor has not given the Notice pursuant to

                            paragraph 11.2.1, the Lessor is deemed to have

                            determined that it is impractical or undesirable to

                            reinstate the Building and the Lease shall be

                            determined as provided in paragraph 11.2.1.

       11.2.2.   The Lessor is not under any obligation to rebuild or reinstate

                 or make fit for occupation the Premises or the Building

                 following any damage giving rise to a right of termination

                 under this subclause 11.2. unless it gives written notice of

                 its intention to reinstate the Building and Premises

       11.2.3.   The provisions of clause 11.1, shall apply with all necessary

                 modifications in the case of the destruction or damage referred

                 to in clause 11.2.

11.3.  Costs

       11.3.1.   Each party shall pay its own legal costs incidental to the

                 preparation and execution of the Lease.

       11.3.2.   In addition to the rent and other moneys reserved by this

                 Lease, the Lessee shall pay:

                 11.3.2.1.   stamp duty and registration fees in connection with

                             the Lease;

                 11.3.2.2.   all costs, charges and expenses for which the

                             Lessor becomes liable in consequence of or in

                             connection with:

                             11.3.2.2.1.  any breach or default by the Lessee in

                                          the performance or observance of any

                                          of the terms of this Lease; and

                             11.3.2.2.2.  any assignment, sublease, variation or

                                          any other transaction sought by the

                                          Lessee.

11.4.  Lessee to Permit Inspection and Display of Signs

       The Lessee will at all reasonable times permit the Lessor to exhibit the

       Premises to prospective tenants or purchasers and will during the period

       of 12 months prior to the Termination Date of this Lease allow the Lessor

       to affix and exhibit such "For Sale" and "To Let" notices as the Lessor

       shall think fit provided that the Lessor shall give the Lessee reasonable

       notice of its intention to so exhibit the Premises, and the Lessor takes

                                      23

        all reasonable steps to minimise any disruption to the Lessee in its use

        and occupation of the Premises.

11.5.   Notices

        Any notice or other document required to be given or served under this

        Lease may be given or served:

        11.5.1.   in any manner mentioned in Section 170 of the Conveyancing

                  Act, 1919; or

        11.5.2.   by certified post; or

        11.5.3.   to or on the solicitor for the intended recipient of the

                  notice in any manner referred to in paragraph 11.5.1 or 11.5.2

                  or by deposit into a box held for use exclusively by the

                  solicitor at any recognised document exchange;

        and any notice or other document shall when given or served by either

        party by the method mentioned in paragraphs 11.5.2 or 11.5.3 be deemed

        to have been given or served and received by the other party 2 Business

        Days after the date of posting or deposit at the document exchange and

        in the case of any notice or document required to be served or given by

        the Lessor to the Lessee the same may be signed on behalf of the Lessor

        by its managing agent or an authorised officer of the Lessor.

11.6.   Lessor's Rights to be Unaffected

        The rights, powers and remedies of the Lessor under this Lease shall in

        no way be affected or limited by the Lessor:

        11.6.1.   granting to the Lessee any time or indulgence regarding

                  payment of rent hereunder;

        11.6.2.   releasing the Lessee from payment of rent or any part thereof;

        11.6.3.   agreeing to the substitution of a different rent either for

                  the unexpired term of this Lease or during any part of the

                  term hereby granted;

        11.6.4.   extending the time for payment of any moneys due on account of

                  rent;

        11.6.5.   postponing any rights, powers or remedies conferred upon the

                  Lessor following default by the Lessee under this Lease or the

                  exercise of any such rights, powers or remedies at any time

                  and in any manner;

        11.6.6.   forbearing to enforce the covenants of the Lessee contained in

                  this Lease or any one or more of them; or

        11.6.7.   granting any other concession to the Lessee regarding payment

                  of rent or to otherwise complying with the Lessee's covenants

                  under this Lease.

11.7.   Essential Terms

        11.7.1.   The Lessor and Lessee hereby expressly agree and declare that

                  the covenants by the Lessee contained or implied in:

                  11.7.1.1.  clauses 4.1, 4.2, 4.3 and 4.4;

                  11.7.1.2.  clauses 5.1 and 5.2;

                  11.7.1.3.  clause 6.1;

                                      24

                  11.7.1.4.  clause 8.1;

                  11.7.1.5.  clauses 14.4, 14.6 and 14.7;

        are essential terms of this Lease.

        11.7.2.   The Lessee shall be liable to the Lessor for any loss or

                  damage suffered by the Lessor resulting from any breach of an

                  essential term of this Lease and that nothing in this clause

                  11.7 shall in any way limit the Lessor's right to remedy at

                  law or in equity for a breach by the Lessee of any warranty in

                  the Lease.

        11.7.3.   The Lessor's entitlement to damages under this clause 11.7

                  shall be in addition to any other remedy or entitlement to

                  which the Lessor shall be entitled or which may result from

                  any breach of an essential term of this Lease.

        11.7.4.   The covenants referred to in clause 11.7.1 above shall be

                  essential terms of this Lease notwithstanding acceptance by

                  the Lessor of arrears of rent or of any late payment of rent

                  or any waiver by the Lessor in respect of the Lessee's

                  continuing obligation to pay rent during the term of this

                  Lease.

        11.7.5.   If the Lessee repudiates this Lease or breaches any covenants

                  contained in the Lease, the Lessee shall be liable for any

                  loss or damage suffered by the Lessor as a result of the

                  repudiation or breach and such loss or damage shall include

                  any loss of benefits which performance of the obligations

                  contained in this Lease by the Lessee would otherwise have

                  conferred on the Lessor.

        11.7.6.   The Lessee's liability to the Lessor under clause 11.7.1 above

                  shall not be affected or limited in any way by:

                  11.7.6.1.  the Lessee abandoning or vacating the Premises;

                  11.7.6.2.  the Lessor re-entering the Premises or terminating

                             this Lease;

                  11.7.6.3.  the Lessor accepting the Lessee's repudiation of

                             this Lease; or

                  11.7.6.4.  any conduct by either the Lessor or the Lessee

                             which shall constitute a surrender of this Lease by

                             operation of law.

12.     Head Lease And/Or Other Interests

12.1.   Right to Inspect

        The Lessee will at all times during the term of this Lease permit the

        Lessor and any person having any estate or interest in the Premises

        superior to or concurrent with the Lessor to exercise the Lessor's

        powers to:

        12.1.1.   enter and view the Premises; and

        12.1.2.   carry out repairs, renovations, maintenance and other work in

                  the Premises; and

        12.1.3.   otherwise exercise and/or perform its lawful rights or

                  obligations in regard to the Premises.

12.2.   Right to Receive Rents

                                      25

        In the event of a person other than the Lessor becoming entitled to

        receive rents and/or any other moneys payable pursuant to this Lease

        either by operation of law or otherwise, the Lessee covenants and agrees

        that:

        12.2.1.   such person shall have the benefit of all covenants and

                  agreements on the part of the Lessee under this Lease; and

        12.2.2.   the Lessee at the cost of the Lessee will enter into such

                  covenant and/or agreement with such other person in that

                  regard as the Lessor may reasonably require.

12.3.   Lessor to Protect Estate under Sublease

        12.3.1.   The Lessor shall comply with its obligations under the

                  Sublease and will not permit the Lessee's estate or interest

                  under this Lease to be determined by reason of the

                  determination of the Lessor's estate or interest under the

                  Sublease due to default by the Lessor under the Sublease.

        12.3.2.   The Lessor shall use its best endeavours to ensure that the

                  lessor under the Sublease complies with its obligations under

                  the Sublease.

        12.3.3.   The Lessor shall use its best endeavours to ensure that the

                  lessee under the Head Lease complies with its obligations

                  under the Head Lease including to repair the Building as

                  provided in the Head Lease.

12.4.   Lessee not to Prejudice Lessor's Estate

        No act matter or thing whatsoever shall at any time during the term of

        the Lease be done or permitted by the Lessee which might prejudice or

        give ground for the determination of the estate or interest of the

        Lessor in the Premises and/or under the Sublease, provided that where

        the obligations of the Lessee in this Lease are not consistent with the

        lessee's obligations in the Sublease the Lessee shall only be obliged to

        comply with the relevant obligation in this Lease.

13.     Option for Renewal

        Deliberately deleted.

14.     Bank Guarantee

14.1.   On or before the date of execution of this Lease the Lessee must provide

        to the Lessor a bank guarantee in terms satisfactory to the Lessor from

        a bank acceptable to the Lessor for the amount set out in Item 16 of the

        Reference Schedule ("the Bank Guarantee") such bank guarantee to be held

        by the Lessor during the term of the Lease as security for the due

        observance by the Lessee of the terms and conditions of this Lease.

14.2.   The Lessor shall be entitled to increase the amount of the Bank

        Guarantee during the term of this Lease provided that:

        14.2.1.   the Lessor shall not exercise such right more frequently than

                  once every twelve months during the term; and

                                      26

      14.2.2.   the Lessor shall give to the Lessee 28 days written notice of

                the revised Bank Guarantee; and

      14.2.3.   the revised Bank Guarantee shall not exceed the amount set out

                in Item 16 of the Reference Schedule.

      The Lessee must give the Lessor the new Bank Guarantee required under this

      subclause by the end of the 28 days referred to in paragraph 14.2.2.

14.3. The Lessor is entitled to recover rent, other money and damages for breach

      of this Lease without being limited to the Bank Guarantee and the

      application by the Lessor of the Bank Guarantee or receipt of money under

      the Bank Guarantee is without prejudice to any other right or remedy

      available to the Lessor in respect of this Lease.

14.4. If at any time during the term of this Lease the Lessor appropriates any

      part of the Bank Guarantee, the Lessee must replace or reinstate the Bank

      Guarantee immediately following a request by the Lessor to do so to the

      extent of the amount called on or appropriated.

14.5. Despite the actual wording of any bank undertaking, the Lessor may call on

      that undertaking for any money payable to the Lessor by the Lessee under

      this Lease.

14.6. If the Lessor sells the property or the premises, the Lessee must ensure

      that the Bank Guarantee and all guarantees and other security held by the

      Lessor as security for the Lessee's obligations under this Lease are

      transferred to the purchaser or novated in favour of the purchaser at the

      Lessee's expense.

14.7. If any of the Bank Guarantee or any guarantee or other security held by

      the Lessor as security for the Lessee's obligations under this Lease

      lapses, becomes void or ceases to have full value to the Lessor for any

      reason, the Lessee must immediately provide the Lessor with a Bank

      Guarantee, guarantee or other security acceptable to the Lessor.

15. Goods and Services Tax

15.1. Notwithstanding any other provision of this Lease,

      any amount payable for a supply made under this Lease which is calculated

      by reference to a cost, expense or other amount paid or incurred by a

      party to this Lease will be reduced by an amount equal to any input tax

      credits to which that party is entitled to in respect of that cost,

      expense or other amount.

15.2. If the Lessor makes a supply under or in connection with this Lease, any

      amount payable for that supply will be reduced by an amount representing

      the reduction in the costs of the Lessor in making that supply resulting

      from the abolition or reduction in any tax (other than income tax), duty,

      excise or other impost associated with the introduction of the GST, as

      calculated by the Lessor in accordance with the provisions of Part VB of

      the Trade Practices Act 1974 and relevant ACCC guidelines where

      applicable.

15.3. If GST becomes payable by a party ("Supplier") on any supply it makes

      under this Lease:

      15.3.1.  any amount payable or consideration to be provided under this

               Lease for that supply (as reduced in accordance with clauses 15.1

               and 15.2 where applicable)

                                      27

                ("Agreed Amount") is exclusive of GST;

       15.3.2.  an additional amount will be payable by the party providing

                consideration for that supply ("the Recipient"), equal to the

                amount of GST payable on that supply as calculated by the

                Supplier in accordance with the GST law and payable at the same

                time and in the same manner as for the Agreed Amount; and

       15.3.3.  the Supplier will provide a tax invoice (or equivalent

                documentation which complies with the GST law) to the Recipient

                in respect of that supply, no later than the time at which the

                Agreed Amount for that supply is to be provided under this

                Lease.

15.4.  If, for any reason, the GST payable by the Supplier in respect of a

       supply it makes under this Lease (incorporating any increasing

       adjustments or decreasing adjustments relating to that supply) varies

       from the additional amount it receives from the Recipient under paragraph

       15.3 in respect of that supply, the Supplier will provide a refund or

       credit to or will be entitled to receive the amount of this variation

       from the Recipient (as appropriate). Where an adjustment event occurs in

       relation to a supply, the Supplier will issue an adjustment note to the

       Recipient in respect of that supply within 14 days after becoming aware

       of that adjustment event occurring.

15.5.  "GST", "GST law" and other terms used in this clause 15 have any meanings

       used in the A New Tax System (Goods and Services Tax) Act 1999 (as

       amended from time to time) or any replacement or other relevant

       legislation and regulations, except "GST law" also includes any

       applicable rulings. Any reference to GST payable by the Supplier includes

       any GST payable by the representative member of any GST group of which

       the Supplier is a member.

                                      28

SCHEDULE 1

Operating Procedures and Building Regulations

1.   The Lessee shall not cover or obstruct the floors, skylights, glazed

     panels, ventilators and windows that reflect or admit light or air into

     passageways or into any part of the Building or cover or obstruct any

     lights or any other means of illumination in the Building.

 2.  No window curtains, window blinds, window screens or awnings shall be

     erected without the approval of the Lessor (such approval not to be

     unreasonably withheld) and if any such appurtenances are approved they

     shall be fabricated of non-inflammable material.

3.   No television or radio mast or antenna shall be affixed to any part of the

     Building and no musical instrument, gramophone, radio, amplifier,

     television, audiovisual or other sound or picture-producing equipment shall

     be used or operated in the Premises or in any part of the Building unless

     such equipment is not audible or visible from outside the Premises.

4.   The Lessee shall not do anything that may interfere with the proper

     functioning of the airconditioning.

5.   The Lessee shall use or permit to be used for the receipt, delivery or

     other movement of any goods, wares or merchandise or articles of bulk or

     quantity only the loading dock and goods lift and at such times as the

     Lessor may from time to time permit and the Lessee shall generally comply

     with all reasonable requirements of the Lessor in regard to such matters.

6.   No rubbish or waste shall at any time be burned in the Building.

7.   Subject to the rights and privileges given to the Lessee by the Lessor for

     the parking of motor vehicles, the Lessee shall not use or permit to be

     used the Common Areas of the Building or any part thereof for any business

     or commercial purpose or the display or advertisement of any goods or

     services or generally for any purpose other than a purpose for which the

     same was intended or provided.

8.   No nails, screws or hooks shall be driven into any parts of the Building

     without the Lessor's prior written consent (such consent not to be

     unreasonably withheld) nor shall any explosive power driven method of

     fixing articles to ceilings, walls or floors be used.

9.   The Lessor shall be entitled to close the Building due to riots, civil

     disturbance, demonstrations or any other cause which in the opinion of the

     Lessor endangers or may endanger the Building or persons therein or

     thereon.

10.  The Lessee shall appoint a floor warden for each whole floor of the

     Building or part thereof leased by the Lessee and shall ensure that the

     Lessee and persons under its control are fully aware of all safety and

     emergency procedures for the Building and the Lessee shall comply with any

     practice or test procedures and drills from time to time arranged or

     required by the Lessor in connection with the emergency and evacuation

                                      29

     procedures for the Building.

11.  The footpaths, entrances, passages, arcades, halls, lifts, escalators,

     staircases, fire doors and escape doors shall not be obstructed by the

     Lessee and persons under its control or be used by them for any other

     purpose than for ingress to or egress from the Premises.

12.  The water closets and other water supply apparatus and the Lessor's

     equipment therein shall not be used for any purpose other than for which

     they were constructed and no tea leaves, sweepings, rubbish, rags, ashes or

     other substance shall be placed therein. The cost of making good damage

     resulting to such apparatus or otherwise from such misuse by the Lessee and

     persons under its control (including, without limitation, the cost of

     repairing, renewing, reinstating or replacing such apparatus, equipment or

     other thing) shall be borne by the Lessee.

13.  The Lessee shall not suffer any accumulation of useless property or rubbish

     in the Premises or adjacent thereto.

14.  Access to the Building outside the hours of 7.00am to 6.00pm Mondays to

     Fridays (excluding public holidays) shall be by means of a card access

     system and the Lessee and persons under its control shall comply with all

     reasonable requirements of the Lessor in relation to the operation of such

     card access system and the general security arrangements for the Building.

15.  The Lessee shall use the passenger lifts only for the carriage of

     passengers.

16.  The Lessee shall give to the Lessor prompt notice in writing of any

     accident or defect in any of the Services connected to the Building of

     which the Tenant is aware.

17.  The Lessee shall not prepare or cook food in the Building other than in any

     areas which may be provided and which are approved by the Lessor for the

     purpose.

18.  The airconditioning plant for the Building shall not be operated on

     Saturdays Sundays or public holidays but otherwise shall as far as

     practicable be operated between 7.30am and 6.00pm on all other days in the

     year provided that the Lessee may arrange with the Lessor's Managing Agent

     for the airconditioning of the Premises outside the hours aforesaid at the

     cost of the Lessee.

19.  Notwithstanding that doors to service ducts and cupboards may be located

     within the Premises, the Lessee shall not position furniture or equipment

     so as permanently to obstruct such ducts and cupboards and shall allow the

     Lessor access thereto.

                                      30

SCHEDULE 2

Lessee's Contribution to Increases in Outgoings of the Building

1.   The Lessee shall pay to the Lessor that percentage stated in Item 9 of the

     Reference Schedule of the amount by which the outgoings of the Building for

     each calendar year exceed the outgoings of the Building for the year ended

     on the date set out in Item 10 of the Reference Schedule ("the base

     figure").

2.   For the purpose of this Lease "the outgoings of the Building" shall mean

     the total sum of all rates, taxes (excluding GST levied on goods and

     services supplied by the Lessor), costs and expenses of the Lessor properly

     or reasonably assessed or assessable, paid or payable or otherwise incurred

     in respect of the Building and in relation to the control, management and

     maintenance of the Building and without limiting the generality of the

     foregoing shall include:

     (a)  all rates, taxes, (excluding income and capital gains tax and GST

          levied on goods and services supplied by the Lessor) charges,

          assessments, duties, impositions and fees at any time or from time to

          time payable to any Government, local Government, semi-Government or

          other competent authority in respect of the Land and/or Building

          irrespective of the ownership thereof;

     (b)  all charges for and costs in relation to the supply of water, sewerage

          and drainage;

     (c)  all amounts payable in respect of insurance relating to the Building

          including stamp duties; the insurance of the Building and the

          structures and appurtenances installed therein to their full insurable

          reinstatement value against all usual risks; plate glass insurance;

          public liability insurance; workers compensation insurances; loss of

          rents insurance and any other insurances effected by the Lessor in

          relation to any risk relating to the Lessor's ownership or interest in

          the Building;

     (d)  all reasonable costs (inclusive of wages) of the management, security,

          control and administration of the Building including fees paid to the

          Managing Agent but excluding lease commissions on individual leases;

     (e)  the costs of operating, supplying, maintaining, repairing and

          renovating all services from time to time provided by the Lessor for

          tenants and occupiers of the Building including lifts and

          airconditioning and the plant and equipment required for any such

          services;

     (f)  all charges for lighting, power, heating, airconditioning and

          ventilation incurred in connection with the Building; and

     (g)  the cost of general repairs servicing and maintenance of the Building

          and its appurtenances including fees paid to the specialist

          contractors;

     less any credit or refund of GST to which the Lessor is entitled as a

     result of incurring an expense which forms Outgoings of the Building, but

     there shall be excluded from such

                                      31

     outgoings any costs and expenses:

     (h)  covered by any insurance effected by the Lessor for the Building;

     (i)  incurred in respect of structural repairs or renewals;

     (j)  of a capital expenditure nature.

3.   The Lessee's contribution to the outgoings of the Building shall be payable

     in the following manner:

     (a)  As soon as may be convenient after the expiration of each calendar

          year during the term of this Lease or at the commencement of the term

          of this Lease (as the case may be) the Lessor shall provide an

          estimate of the outgoings of the Building for the then current or

          ensuing calendar year (as the case may be) with a statement of the

          Lessee's proportion (being that percentage shown in Item 9 of the

          Reference Schedule) of the amount by which the outgoings of the

          Building for the calendar year the subject of the Lessor's estimate

          exceed the base figure.

     (b)  The Lessee shall pay the Lessee's proportion of such estimate

          calculated in accordance with the preceding subclause by equal

          instalments in advance on the same days upon which the instalments of

          rent are payable and any period of occupation less than a full lease

          year shall be apportioned accordingly on a daily basis.

     (c)  As soon as may be convenient after 31 December in every year the

          Lessor will provide a statement of the actual outgoings of the

          Building for the year then ended and the amount by which they exceed

          the base figure together with a statement as to the Lessee's

          proportion thereof. The Lessor shall provide the Lessee with copies of

          such vouchers and/or receipts as are reasonably necessary to confirm

          the figures in the statement as soon as reasonably practicable after

          the Lessee shall, acting reasonably, request the same provided that

          such request is made within 14 days of the receipt of the statement by

          the Lessee. In the absence of patent error such certificate shall be

          conclusive evidence of the amount of such outgoings.

     (d)  Within fourteen days of the date of receipt of the statement referred

          to in the preceding subclause or, in the event of the Lessee

          requesting evidence of the figures in the statement as referred to in

          sub-clause (c), within 14 days of the receipt of such evidence any

          adjustment necessary between the Lessor and the Lessee shall be made

          either by the Lessee paying to the Lessor any deficiency in the amount

          paid on account by the Lessee in accordance with the Lessor's estimate

          or by the Lessor crediting any excess in such amount to the account of

          the Lessee, as the case may be, and such adjustment shall be effected

          notwithstanding the termination of this Lease.

                                      32

REFERENCE SCHEDULE

Item 1 - Lessor

         Waterways Authority

         C/- Maritime Assets Division

         Waterways Authority

         Level 11

         Maritime Trade Towers

         207 Kent Street

         SYDNEY NSW 2000

Item 2   Lessee

         C-bridge Australia Pty Limited (ACN: 091 294 343)

Item 3 - Prior Encumbrances

         Nil

Item 4 - Premises

         Level 22

Item 5 - Term (clause 3.1)

         For a term of 5 years commencing 1 July 2000 and terminating 30 June

         2005

Item 6 - Minimum Rent Per Annum (clause 4.4.1)

         $463,950.00

Item 7 - Rent Commencement Date (clauses 4.3.1 and 4.4.1)

         1 September 2000

Item 8 - Rent Review Dates (clause 4.4.1 and 4.4.3

         Date                       Review Type

         1 July 2001                Fixed Review                    $482,508.00

         1 July 2002                Fixed Review                    $501,808.32

         1 July 2003                Market Review

Item 9 - Lessee's Percentage of Increases in Outgoings (clause 4.2 and Schedule

         2)

                                      33

           4.60%

                                      34

Item 10 - Outgoings Base year (Schedule 2 Clause 1)

          31 December 2000

Item      11 - Amount of Public Risk Insurance (clause 7.1)

          Ten million dollars ($10,000,000.00)

Item 12 - Permitted Use (clause 8.1)

          Commercial Offices

Item 13 - Lessee's Redecoration Dates (clause 6.3)

          The Termination Date

Item 14 - Option for Renewal (clause 13)

          Nil

Item 15   - Changes to Lease If Option Exercised (clause 13)

          Not applicable

Item 16   - Amount of Bank Guarantee (clause 14.1)

          (a)   Prior to 1 July 2003;

          the amount equal to the aggregate of 6 months rent and 6 months

          estimated Lessee's percentage of increase in outgoings payable from

          time to time under this Lease;

          (b) After 1 July 2003;

          the amount equal to the aggregate of 3 months rent and 3 months

          estimated Lessee's percentage of increase in outgoings payable from

          time to time under this Lease.

                                      35