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                                DEED OF LEASE

                                                          THIRD EDITION 1993(2)

DEED made the 3rd day of August 1999

LANDLORD  BOSWELL INTERNATIONAL MARINE (PTE) LIMITED

TENANT    FINANCIAL AUTOMATION LIMITED

THE LANDLORD leases to the Tenant and the Tenant takes on lease the premises
described in the First Schedule together with the right to use:

a) The Landlord's fixtures and fittings contained in the premises.

b) The common areas of the property.

c) The car parks described in the First Schedule.

FOR the term from the commencement date and at the annual rent (subject to
review if applicable) as set out in the First Schedule.

THE LANDLORD AND THE TENANT covenant as set out in the Second Schedule.

SIGNED by the Landlord BOSWELL INTERNATIONAL MARINE (PTE) LIMITED
(by affixing its
common seal)
in the presence of:           /s/ [ILLEGIBLE]



SIGNED by the Tenant FINANCIAL AUTOMATION LIMITED


in the presence of:          /s/ C. Acarram
                             Authorized Signatory


/s/ [ILLEGIBLE]


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                                        FIRST SCHEDULE

PREMISES:  Levels 2(2950.2 FEET SQUARED), 6 (2950.2 FEET SQUARED), 7 & 8
           (5,800.22 FEET SQUARED) a total area of 11,700.62 FEET SQUARED of the
           Landlord's land and building situated at 18 St Martins Lane,
           Auckland and contained in Certificate of Title 1506/26 (as outlined
           in red on the attached plan)

CARPARKS:  Sixteen (16) car parks


TERM:      Six (6) years

COMMENCEMENT DATE: 13 September 1999

FURTHER TERMS:      Two (2) terms of two (2) years each

RENEWAL DATES:      13 September 2005 and 13 September 2007 (if renewal
                    exercised)

FINAL EXPIRY DATE: 12 September 2009 (if renewals exercised)

<TABLE>
<S>                         <C>                                        <C>
ANNUAL RENT:                Premises rent:                             $131,536.00 pa plus GST
(Subject to review if       Sixteen (16) car parks @ $35.00 pw:        $29,120.00 pa plus GST
applicable)                 Annual Rent:                               $160,656.00 pa plus GST*

</TABLE>

* Pursuant to clause 1.2 the annual rental up to 12 September 2000 shall be
$144,491.00 pa plus GST. From 13 September 2000 the annual rental will be as
above.

MONTHLY PAYMENTS OF RENT:   Premises:     $10,961.34 plus GST
                            Car parks:    $2,426.67 plus GST
                            Total:        $13,388.00 plus GST

RENT PAYMENT DATES: The 1st day of each month commencing on the 1st day of
                    October 1999

REVIEW DATES:  13 September 2003, 13 September 2005 and 13 September 2007 (if
               renewal exercised)

PROPORTION OF OUTGOINGS:                   -45.08%
(Clause 3.1) Proportion of Lift expenses   -48.35%

DEFAULT INTEREST RATE: 12% per annum

BUSINESS USE:   General office and administration.

NAMING RIGHTS:  $4,000.00 pa plus GST commencing on the Rent Payment Date.
                Monthly payments will be $333.34 plus GST.

IMPROVEMENTS RENT PERCENTAGE: 15%
(Clause 23)

INSURANCE      -        Full replacement and reinstatement.


<PAGE>


                                    OUTGOINGS
                                    (CLAUSE 3)

1.  Rates or levies payable to any local or territorial authority.

2.  Charges for water gas electricity telephones and other utilities or
    services.

3.  Rubbish collection charges.

4.  New Zealand Fire Service charges and the maintenance charges in respect of
    all fire detection and fire fighting equipment.

5.  Such proportion of the Landlord's land tax as the value of the land
    forming part of the property bears to the total value of all land included
    in the Landlord's assessment for land tax.

6.  Insurance premiums and related valuation fees (Clause 9).

7.  Service contract charges for air conditioning, lifts and other building
    services.

8.  INTERIOR Cleaning maintenance and repair charges including charges for
    interior repainting, decorative repairs and the maintenance and repair of
    building services to the extent that such charges do not comprise part of
    the cost of a service maintenance contract, but excluding charges for
    structural repairs to the building INCLUDING MINOR REPAIRS TO THE ROOF.

9.  The provisioning of toilets and other shared facilities.

10. The cost of ground maintenance i.e. lawns, gardens and planted areas
    including plant hire and replacement.

11. Yard and carparking area maintenance and repair charges but excluding
    charges for structural repairs to the building.

12. The costs incurred and payable by the landlord in supplying to the
    territorial authority a building warrant of fitness and obtaining reports
    as required by Section 45 of the Building Act 1991.

13. SECURITY CONTRACT INCLUDING MONITORING FEES AND CALL OUT SERVICE.

14. THE COSTS ASSOCIATED WITH THE IMPLEMENTATION OF AND MAINTENANCE OF A
    HEALTH AND SAFETY SYSTEM FOR THE BUILDING.


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                                       SECOND SCHEDULE

TENANT'S PAYMENTS

RENT

1.1  THE Tenant shall pay the annual rent by equal monthly payments in advance
     (or as varied pursuant to any rent review) on the rent payment dates.
     The first monthly payment (together with rent calculated on a daily basis
     for any period from the commencement date of the term of the first rent
     payment date) shall be payable on the first rent payment date. All rent
     shall be paid without any deductions by direct payment to the Landlord by
     AUTOMATIC BANK PAYMENT AUTHORITY or as the Landlord may direct.

1.2 THE TENANT SHALL HAVE A RENT REDUCTION OF 50% ON THE ANNUAL RENTAL OF
    LEVEL 2 FOR ONE (1) YEAR SO THAT THE ANNUAL RENTAL PAYABLE UNTIL 12
    SEPTEMBER 2000 IS REDUCED BY $16,165.00.

RENT REVIEW

2.1 THE annual rent may be reviewed by the Landlord as follows:

    (a)  The Landlord shall commence a review by not earlier than three (3)
         months prior to a review date or at any time up to the next
         following review date giving written notice to the Tenant specifying
         the annual rent considered by the Landlord to be the current market
         rent as at that review date.

    (b)  If, by written notice to the Landlord within twenty-eight (28) days
         after receipt of the Landlord's notice, the Tenant disputes that the
         proposed new annual rent is the current market rent then the new rent
         shall be determined in accordance with clause 2.2 BUT the new rent
         shall not be less than the annual rent payable during the period of
         twelve (12) months immediately preceding the relevant review date.

    (c)  If the Tenant fails to give such notice (time being of the essence)
         the Tenant shall be deemed to have accepted the annual rent specified
         in the Landlord's notice.

    (d)  The annual rent so determined or accepted shall be the annual rent from
         the review date or the date of the Landlord's notice if such notice is
         given later than three (3) months after the review date.

    (e)  Pending the determination of the new rent, the Tenant shall pay the
         rent specified in the Landlord's notice provided that the rent is
         substantiated by a registered valuer's report. Upon determination of
         the new rent an appropriate adjustment shall be made.

    (f)  The rent review at the option of either party may be recorded in a
         Deed, the cost of which and the stamp duty thereon shall be payable by
         the Tenant.

2.2 IMMEDIATELY following receipt by the Landlord of the Tenant's notice the
    parties shall endeavour to agree upon the current market rent, but if
    agreement is not reached within fourteen (14) days then the new rent may be
    determined either:

    (a)  By one party giving written notice to the other requiring the new
         rent to be determined by arbitration, or

    (b)  If the parties so agree by registered valuers acting as experts and
         not as arbitrators as follows:

         (1)  Each party shall appoint a valuer and give written notice of
              the appointment to the other party within fourteen (14) days of
              the parties agreeing to so determine the new rent.


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         (2)  If the party receiving a notice fails to appoint a valuer
              within the fourteen (14) day period then the valuer appointed by
              the other party shall determine the new rent and such
              determination shall be binding on both parties.

         (3)  The valuers appointed before commencing their determination shall
              appoint an umpire who need not be a registered valuer.

         (4)  The valuers shall determine the current market rent of the
              premises and if they fail to agree then the rent shall be
              determined by the umpire.

         (5)  Each party shall be given the opportunity to make written or
              verbal representations to the valuers or the umpire subject to
              such reasonable time and other limits as the valuers or the
              umpire may prescribe and they shall have regard to any such
              representations but not be bound thereby.

     When the new rent has been determined the arbitrators or the valuers shall
     give written notice thereof to the parties. The notice shall provide as to
     how the costs of the determination shall be borne and such provision shall
     be binding on the parties.

OUTGOINGS

3.1  THE Tenant shall pay the outgoings in respect of the property which are
     specified in the First Schedule. Where any outgoing is not separately
     assessed or levied in respect of the premises then the Tenant shall pay
     such proportion thereof as specified in the First Schedule or if no
     proportion is specified then such fair proportion as shall be agreed or
     failing agreement determined by arbitration.

3.2  THE Landlord may vary the proportion of any outgoing to ensure that the
     tenant pays a fair proportion of the outgoing.

3.3  IF any outgoing is rendered necessary by another tenant of the property
     or that tenant's employees, contractors or invitees causing damage to the
     property or by another tenant failing to comply with that tenant's leasing
     obligations, then such outgoing shall not be payable by the Tenant.

3.4  THE outgoings shall be apportioned between the Landlord and the Tenant in
     respect of periods current at the commencement and termination of the term.

3.5  THE outgoings shall be payable on demand or if required by the Landlord
     by monthly instalments on each rent payment date of such reasonable amount
     as the Landlord shall determine calculated on an annual basis. Where any
     outgoing has not been taken into account in determining the monthly
     instalments it shall be payable on demand.

3.6  AFTER the 31st March in each year of the term or such other date in each
     year as the Landlord may specify, and after the end of the term, the
     Landlord shall supply to the Tenant reasonable details of the actual
     outgoings for the year or period then ended. Any over payment shall be
     credited or refunded to the Tenant and any deficiency shall be payable to
     the Landlord on demand.

3.7  THE Tenant's liability to pay outgoings during the term shall subsist
     notwithstanding the end or earlier termination of the term.

3.8  NOTWITHSTANDING any other provision in this lease, but with the exception
     of clause 18.2, the Tenant shall only be liable to pay the outgoings
     specified in the first schedule.

GOODS AND SERVICES TAX

4.1  THE Tenant shall pay to the Landlord or as the Landlord shall direct
     the Goods and Services Tax payable by the Landlord in respect of the rental
     and other payments payable by the Tenant hereunder.


<PAGE>


     The tax in respect to the rental shall be payable on each occasion when
     any rental payment falls due for payment and in respect of any other
     payment shall be payable upon demand.

4.2  IF the Tenant shall make default in payment of the rental or other
     moneys payable hereunder and the Landlord becomes liable to pay additional
     Goods and Services Tax then the Tenant shall on demand pay to the Landlord
     the additional tax.

INTEREST ON UNPAID MONEY

5.   IF the Tenant defaults in payment of the rent or other moneys payable
     hereunder for fourteen (14) days then the Tenant shall pay on demand
     interest at the default interest rate on the moneys unpaid from the due
     date for payment down to the date of payment.

COSTS

6.   THE Tenant shall pay the Landlord's solicitors costs of and incidental
to the stamp duty payable, and the Landlord's legal costs (as between
solicitor and client) of and incidental to the enforcement or attempted
enforcement of the Landlord's rights remedies and powers under this lease.
THE LANDLORD SHALL PAY $500 TOWARDS THE TENANT'S LEGAL COSTS IN RELATION TO
THE PREPARATION OF THIS LEASE.

INDEMNITY

7.   THE Tenant shall indemnify the Landlord against all damage or loss
     resulting from any act or omission on the part of the Tenant or the
     Tenant's employees contractors or invitees. The Tenant shall recompense
     the Landlord for all expenses incurred by the Landlord in making good
     any damage to the property resulting from any such act or omission. The
     Tenant shall be liable to indemnify only to the extent that the Landlord
     is not fully indemnified under any policy of insurance.

LANDLORD'S PAYMENTS

OUTGOINGS

8.   SUBJECT to the Tenant's compliance with the provisions of Clause 3 the
     Landlord shall pay all outgoings in respect of the property not payable by
     the Tenant direct. The Landlord shall be under no obligation to minimise
     any liability by paying any outgoing or tax prior to receiving payment
     from the Tenant.

INSURANCE

9.   THE Landlord shall at all times during the term keep and maintain any
     buildings on the property insured under a policy of the type shown in the
     First Schedule against loss damage or destruction by fire and such other
     risks as the Landlord may reasonably determine and such cover may extend
     to -

     (a)  a twelve (12) month indemnity in respect of consequential loss of
          rent,

     (b)  loss damage or destruction of windows and other glass and all the
          Landlord's fixtures fittings and chattels, and

     (c)  adequate public risk cover.



<PAGE>

MAINTENANCE AND CARE OF PREMISES

TENANT'S OBLIGATIONS

10.1    THE Tenant shall (subject to any maintenance covenant by the
        landlord) in a proper and workmanlike manner and to the reasonable
        requirements of the Landlord:

        (a)     MAINTAIN THE PREMISES
                Keep and maintain the interior of the premises including the
                Landlord's fixtures and fittings in the same clean order repair
                and condition as they were in at the commencement of this lease
                and will at the end or earlier determination of the term quietly
                yield up the same in the like clean order repair and condition.
                In each case the Tenant shall not be liable for fair wear and
                tear arising from reasonable use or damage by fire earthquake
                flood storm act of God inevitable accident or any risk against
                which the Landlord is insured unless the insurance moneys are
                rendered irrecoverable in consequences of any act or default of
                the Tenant or the Tenant's agents employees contractors or
                invitees.

        (b)     REPAIR MINOR BREAKAGES
                Repair all glass breakages and breakage or damage to all
                doors windows light fittings and power points of the premises
                and shall keep that portion of the electrical system of the
                premises from the switchboard to all power outlets in good
                operating condition. This provision shall apply notwithstanding
                any other provision in this lease.

        (c)     PAINTING
                Paint and decorate those parts of the interior of the
                premises which have previously been painted and decorated when
                the same reasonably require repainting and redecoration.

        (d)     FLOOR COVERINGS
                Keep all floor coverings in the premises clean and replace all
                worn or damaged floor coverings with floor coverings of similar
                quality when reasonably required by the Landlord.

        (e)     MAKE GOOD DEFECTS
                Make good any damage to the property caused by improper
                careless or abnormal use by the Tenant or those for whom the
                Tenant is responsible.

10.2    WHERE the Tenant is leasing all of the property the Tenant shall:

        (a)     MAINTAIN YARDS
                Keep and maintain any car parks pavings and other sealed or
                surfaced areas in good order and repair.

        (b)     CARE OF GROUNDS
                Keep any grounds yards and surfaced areas in a tidy condition
                and maintain any garden or lawn areas in a tidy and cared for
                condition.

        (c)     WATER AND DRAINAGE
                Keep and maintain the storm or waste water drainage system
                including downpipes and guttering clear and unobstructed.

        (d)     OTHER WORKS
                Carry out such works to the property as the Landlord may
                require in respect of which outgoings are payable by the Tenant.

10.3    THE Tenant shall not be liable for the maintenance or repair of any
        building service the subject of a service maintenance contract but this
        clause shall not release the Tenant from any obligation to pay for the
        cost of any such contract or charges in respect of any such maintenance
        or repair.

<PAGE>

10.4    WHERE the Tenant is obligated to make good damage to the property of
        the Landlord then the Landlord shall reimburse the Tenant for the cost
        of making good the damage to the extent of any insurance moneys
        receivable by the Landlord in respect of such damage.

TOILETS

11.     THE toilets sinks and drains shall be used for their designed
        purposes only and no substance or matter shall be deposited in them
        which could damage or block them.

RUBBISH REMOVAL

12.     THE Tenant shall regularly cause all rubbish and garbage to be
        removed from the premises and will keep any rubbish bins or containers
        in a tidy condition. The Tenant will also at the Tenant's own expense
        cause to be removed all trade waste boxes and other goods or rubbish not
        removable in the ordinary course by the local authority.

LANDLORD'S MAINTENANCE

13.1    THE Landlord shall keep and maintain THE BUILDING IN A WEATHER PROOF
        AND WATERTIGHT CONDITION AND SHALL KEEP AND MAINTAIN THE BUILDING AND
        the building services in good order and repair but the Landlord shall
        not be liable for any:

        (a)     Repair or maintenance which the Tenant is responsible to
                undertake; or

        (b)     Want of repair or defect in respect of building services so
                long as the Landlord is maintaining a service maintenance
                contract covering the work to be done; or

        (c)     Repair or maintenance which is not reasonably necessary for
                the Tenant's use and enjoyment of the premises.

        (d)     Loss suffered by the Tenant arising from any want of repair
                or defect unless the Landlord shall have received notice in
                writing thereof from the Tenant and shall not within a
                reasonable time thereafter have taken appropriate steps to
                remedy the same.

13.2    THE Landlord shall keep and maintain service maintenance contracts for
        lifts, airconditioning and at the Landlord's option any other
        building services unless it is the obligation of the Tenant to
        maintain such contracts.

NOTIFICATION OF DEFECTS

14.     THE Tenant shall give to the Landlord prompt notice of any accident
        to or defect in the premises of which the Tenant may be aware and in
        particular in relation to any pipes or fittings used in connection
        with the water electrical gas or drainage services.

LANDLORD'S RIGHT OF INSPECTION

15.     THE Landlord and the Landlord's employees contractors and invitees
        may at all reasonable times enter upon the premises to view their
        condition. If the Landlord shall give the Tenant written notice of any
        failure on the part of the Tenant to comply with any of the requirements
        of Clause 10 the Tenant shall with all reasonable speed so comply.

LANDLORD MAY REPAIR

16.     IF default shall be made by the Tenant in the due and punctual
        compliance with any repair notice given pursuant to the previous clause
        or in the event that any repairs for which the Tenant is responsible
        require to be undertaken as a matter of urgency then without prejudice
        to the Landlord's other rights and remedies expressed or implied the
        Landlord may be the Landlord's employees and contractors with all
        necessary equipment and material at all reasonable times enter upon the
        premises to execute such works. Any moneys expended by the Landlord in
        executing such works shall be payable by the Tenant to the

<PAGE>

        Landlord upon demand together with interest thereon at the default
        interest rate from the date of expenditure down to the date of payment.

ACCESS FOR REPAIRS

17.     THE Tenant shall permit the Landlord and the Landlord's employees and
        contractors at all reasonable times to enter the premises to carry out
        repairs to the premises or adjacent premises and to install inspect
        repair renew or replace any services where the same are not the
        responsibility of the Tenant all such repairs inspections and work to be
        carried out with the least possible inconvenience to the Tenant.

USE OF PREMISES

BUSINESS USE

18.1    THE Tenant shall not without the prior written consent of the
        Landlord use or permit the whole or any part of the premises to be used
        for any use other than the business use. The Landlord's consent shall
        not be unreasonably or arbitrarily withheld in respect of any proposed
        use.

        (a)    not in substantial competition with the business of any other
               occupant of the property which might be affected by the use

        (b)    reasonably suitable for the premises and

        (c)    conforming with all town planning ordinances, provisions and
               consents.

        If any change in use renders any increased or extra premium payable
        in respect of any policy or policies of insurance on the premises the
        Landlord as a condition of granting consent may require the Tenant to
        pay the increased or extra premium.

18.2    IF any change in use requires compliance with Section 46 of the
        Building Act 1991 the Landlord, as a condition of granting consent, may
        require the Tenant to comply with Section 46 of the Act and to pay all
        compliance costs.

18.3    IF the premises are a retail shop the Tenant shall keep the premises
        open for business during usual trading hours and fully stocked with
        appropriate merchandise for the efficient conduct of the Tenant's
        business.

LEASE OF PREMISES ONLY

19.     THE tenancy shall relate only to the premises and the Landlord shall
        at all times be entitled to use occupy and deal with the remainder of
        the property without reference to the Tenant and the Tenant shall have
        no rights in relation thereto other than the rights of use herein
        provided.

NEGLECT OF OTHER TENANT

20.     THE Landlord shall not be responsible to the Tenant for any act of
        default or neglect of any other tenant of the property.

<PAGE>

ADDITIONS AND ALTERATIONS

22.1     THE Tenant shall neither make nor allow to be made any alterations
         or additions to any part of the premises without first producing to
         the Landlord on every occasion plans and specifications and
         obtaining the written consent of the Landlord (not to be unreasonably
         or arbitrarily withheld) for that purpose. If the Landlord shall
         authorise any alterations or additions the Tenant will at the
         Tenant's own expense if required by the Landlord at the end of the
         term reinstate the premises. The Tenant will promptly discharge and
         procure the withdrawal of any liens of charges of which notice may
         be given to the Tenant or the Landlord in respect of any work
         carried out by the Tenant.

22.2     THE Tenant, when undertaking any "building work" to the premises (as
         that term is defined in the Building Act 1991), shall comply with
         all statutory requirements including the obtaining of building
         consents and code compliance certificates pursuant to that Act.

COMPLIANCE WITH STATUTES AND REGULATIONS

23.1     THE Tenant shall comply with the provisions of all statutes,
         ordinances, regulations and by-laws relating to the use of the
         premises by the Tenant or other occupant and will also comply with
         the provisions of all licences, requisitions and notices issued by
         any competent authority in respect of the premises or their use by
         the Tenant or other occupant PROVIDED THAT:

         (a)   The Tenant shall not be required to make any structural
               repairs or alterations other than those required by reason of
               the particular nature of the business carried on by the Tenant
               or other occupant of the premises or the number or sex of
               persons employed on the premises.

         (b)   The Tenant shall not be liable to discharge the Landlord's
               obligations as owner under the Building Act 1991 unless any
               particular obligation is the responsibility of the Tenant as
               an occupier of the premises.

23.2     If the Landlord is obliged by any such legislation or requirement to
         expend moneys on any improvement addition or alteration to the
         premises then the Landlord shall be entitled to charge in addition
         to the rent an annual sum equal to the Improvements Rent Percentage
         of the amount so expended by the Landlord and the monthly payments
         of rent shall increase accordingly from the first day of the month
         in which such improvement addition or alteration is completed. If
         the Landlord would be obliged to expend an unreasonable amount then
         the Landlord may determine this lease and any dispute as to whether
         or not the amount is unreasonable shall be determined by
         arbitration.

NO NOXIOUS USE

24.      THE Tenant shall not

         (a)   bring upon or store within the premises nor allow to be
               brought upon or stored within the premises any machinery goods
               or things of an offensive noxious illegal or dangerous nature,
               or of such weight size or shape as is likely to cause damage
               to the building or any surfaced area,

         (b)   use the premises or allow them to be used for any noisome
               noxious illegal or offensive trade or business, or

         (c)   allow any act or thing to be done which may be or grow to be
               nuisance disturbance or annoyance to the Landlord, other
               tenants of the property, or any other person, and generally
               the Tenant shall conduct the Tenant's business upon the
               premises in a clean quiet and orderly manner free from damage
               nuisance disturbance or annoyance to any such persons but the
               carrying on by the Tenant in a reasonable manner of the
               business use or any use to which the Landlord has consented
               shall be deemed not to be a breach of this clause.

TENANT NOT TO VOID INSURANCES

25.      THE Tenant shall not carry on or allow upon the premises any trade
         or occupation or allow to be done any act or thing which

<PAGE>

         (a)   shall make void or voidable any policy of insurance on
               the property or

         (b)   may render any increased or extra premium payable for
               any policy of insurance except where in circumstances in which
               any increased premium is payable the Tenant shall have first
               obtained the consent of the insurer of the premises and the
               Landlord and made payment to the insurer of the amount of any
               such increased or extra premium as may be payable but the
               carrying on by the Tenant in a reasonable manner of the
               business use or of any use to which the Landlord has consented
               shall be deemed not to be a breach of this clause.

         In any case where in breach of this clause the Tenant has rendered
         any insurance less effective or void and the Landlord has suffered
         loss or damage thereby the Tenant shall forthwith compensate the
         Landlord in full for such loss or damage.

DAMAGE TO OR DESTRUCTION OF PREMISES

TOTAL DESTRUCTION

26.      IF the premises or any portion of the building of which the premises
         may form part shall be destroyed or so damaged

         (a)   as to render the premises untenantable then the term shall
               at once terminate or

         (b)   in the reasonable opinion of the Landlord as to require
               demolition or reconstruction, then the Landlord may within
               three (3) months of the date of damage or destruction give the
               Tenant one (1) months written notice to terminate and a fair
               proportion of the rent and outgoings shall cease to be
               payable according to the nature and extent of the damage.

         Any termination pursuant to this clause shall be without prejudice
         to the rights of either party against the other.

PARTIAL DESTRUCTION

27.1     IF the premises or any portion of the building of which the premises
         may form part shall be damaged but not so as to render the premises
         untenantable and

         (a)   the Landlord's policy or policies of insurance shall not have
               been invalidated or payment of the policy moneys refused in
               consequence of some act or default of the Tenant and

         (b)   all the necessary permits and consents shall be obtainable,

         THEN the Landlord shall with all reasonable speed expend all the
         insurance moneys received by the Landlord in respect of such damage
         towards repairing such damage or reinstating the premises and/or the
         building but the Landlord shall not be liable to expend any sum of
         money greater than the amount of the insurance money received.

27.2     Any repair or reinstatement may be carried out by the Landlord using
         such materials and form of construction and according to such plan
         as the Landlord thinks fit and shall be sufficient so long as it is
         reasonably adequate for the Tenant's occupation and use of the
         premises.

27.3     Until the completion of the repairs or reinstatement a fair
         proportion of the rent and outgoings shall cease to be payable
         according to the nature and extent of the damage.

27.4     If any necessary permit or consent shall not be obtainable or the
         insurance moneys received by the Landlord shall be inadequate for
         the repair or reinstatement then the term shall at once terminate
         but without prejudice to the rights of either party against the
         other.

<PAGE>

DEFAULT
DISTRESS

28.      THE Landlord may distrain for rent or other moneys payable under
         this lease remaining unpaid fourteen (14) days after due date.

RE-ENTRY

29.      THE Landlord may re-enter the premises at the time or at any time
         thereafter

         (a)   if the rent shall be in arrear fourteen (14) days after any of
               the rent payment dates,

         (b)   in case of breach by the Tenant of any covenant or agreement on
               the Tenant's part herein expressed or implied,

         (c)   if the Tenant shall make or enter into or endeavor to make or
               enter into any composition assignment or other arrangement
               with or for the benefit of the Tenant's creditors,

         (d)   in the event of the insolvency bankruptcy or liquidation of
               the Tenant,

         (e)   if the Tenant shall suffer distress or execution to issue
               against the Tenant's property goods or effects under any
               judgment against the Tenant in any Court for a sum in excess
               of five thousand dollars ($5000.00)

         and the term shall terminate on such re-entry but without prejudice
         to the rights of either party against the other.

LOSS ON RE-ENTRY

30.      UPON re-entry the Landlord may remove from the premises any chattels
         in the apparent possession of the Tenant and place them outside the
         premises and the Landlord shall not be answerable for any loss
         resulting from the exercise of the power of re-entry.

ESSENTIALITY OF PAYMENTS

31.1     FAILURE to pay rent or other moneys payable hereunder on the due
         date shall be a breach going to the essence of the Tenant's
         obligations under the Lease. The Tenant shall compensate the
         Landlord and the Landlord shall be entitled to recover damages from
         the Tenant for such breach. Such entitlement shall subsist
         notwithstanding any determination of the lease and shall be in
         addition to any other right or remedy which the Landlord may have.

31.2     THE acceptance by the landlord of arrears of rent or other moneys
         shall not constitute a waiver of the essentiality of the Tenant's
         continuing obligation to pay rent and other moneys.

REPUDIATION

32.      THE Tenant shall compensate the Landlord and the Landlord shall be
         entitled to recover damages for any loss or damage suffered by
         reason of any acts or omissions of the Tenant constituting a
         repudiation of the lease or the Tenant's obligations under the
         lease. Such entitlement shall subsist notwithstanding any
         determination of the lease and shall be in addition to any other
         right or remedy which the Landlord may have.

REMOVAL OF TENANTS FIXTURES

33.      THE Tenant not being in breach may at any time before and will if
         required by the Landlord at the end or earlier termination of the
         term remove all the Tenant's fixtures and fittings and make good at
         the






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      Tenant's own expense all resulting damage and if not removed within
      seven (7) days of the Landlord's request ownership of the Tenant's
      fixtures and fittings passes to the Landlord.

QUIET ENJOYMENT

34.   THE Tenant paying the rent and performing and observing all the
      covenants and agreements herein expressed and implied shall quietly hold
      and enjoy the premises throughout the term without any interruption by
      the Landlord or any person claiming under the Landlord.

RENEWAL OF TERM

35.   IF the Tenant has not been in breach of this lease and has given to the
      Landlord written notice to renew the lease at least three (3) calendar
      months before the end of the term then the Landlord will at the cost
      of the Tenant renew the lease for the new further term from the renewal
      date as follows:

      (a)  The annual rent shall be agreed upon or failing agreement shall be
           determined in accordance with clause 2.2 but such annual rent shall
           not be less than the rent payable during the period of twelve (12)
           months immediately preceding the renewal date.

      (b)  Such annual rent shall be subject to review during the further term
           on the review dates or if no dates are specified then after the
           lapse of the equivalent periods of time as are provided herein for
           rent reviews.

      (c)  The renewed lease shall otherwise be upon and subject to the
           covenants and agreements herein expressed and implied except that
           the term of this lease plus all further terms shall expire on or
           before the final expiry date.

      (d)  Pending the determination of the renewal rent the Tenant shall pay
           the rent proposed by the Landlord provided that the rent is
           substantiated by a registered valuer's report. Upon determination
           an appropriate adjustment shall be made.

      (e)  THE TENANT SHALL BE ENTITLED TO RENEW IN RESPECT OF ANY OR ALL FOUR
           LEVELS. IN THE EVENT OF PARTIAL RENEWAL, THE RENTAL SHALL ABATE ON
           A PRO RATA BASIS, BASED ON THE FLOOR AREAS AND THE LANDLORD AND
           TENANT WILL ENTER INTO A DEED OF VARIATION OF LEASE TO RECORD THE
           CHANGE IN RENTAL AND FLOOR AREA.

ASSIGNMENT OR SUBLETTING

36.1  THE Tenant shall not assign sublet or otherwise part with the
      possession of the premises or any part thereof without first obtaining
      the written consent of the Landlord which the Landlord shall give if the
      following conditions are fulfilled:

      (a)  The Tenant proves to the satisfaction of the Landlord that the
           proposed assignee or subtenant is (or in the case of a company the
           shareholders of the proposed assignee or subtenant are) respectable
           responsible and has the financial resources to meet the Tenant's
           commitments under this lease.

      (b)  All rent and other moneys payable have been paid and there is not
           any subsisting breach of any of the Tenant's covenants.

      (c)  In the case of an assignment a deed of covenant in customary form
           approved or prepared by the Landlord is duly executed and delivered
           to the Landlord.

      (d)  In the case of an assignment to a company (other than a listed
           public company) a deed of guarantee in customary form approved or
           prepared by the Landlord is duly executed by the principal
           shareholders of that company and (if required by the Landlord) by the
           Directors and delivered to the Landlord.

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      (e)  The Tenant pays the Landlord's proper costs and disbursements in
           respect of the approval or preparation and stamping of any deed of
           covenant of guarantee and (if appropriate) all fees and charges
           payable in respect of any reasonable enquires made by or on behalf
           of the Landlord concerning any proposed assignee subtenant or
           guarantor.

36.2  WHERE the Landlord consents to a subletting the consent shall extend
      only to the subletting and notwithstanding anything contained or implied
      in the sublease the consent shall not permit any subtenant to deal with
      the sublease in any way in which the Tenant is restrained from dealing
      without consent.

36.3  ANY assignment or subletting of the type or in the manner referred to in
      Section 109(2) of the Property Law Act 1952 shall be a breach of the
      provisions of this lease.

36.4  WHERE any Tenant is an unlisted company then any change in the legal or
      beneficial ownership of any of its shares or issue of new capital
      whereby in either case there is a change in the effective management or
      control of the company is deemed to be an assignment of this lease.

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GENERAL

HOLDING OVER

38.   IF the Landlord permits the Tenant to remain in occupation of the
      premises after the expiration or sooner determination of the term,
      such occupation shall be a monthly tenancy only terminable by
      one month's written notice at the rent then payable and otherwise
      on the same covenants and agreements (so far as applicable to a
      monthly tenancy) as herein expressed or implied.

ACCESS FOR RE-LETTING

39.   THE Tenant will at all reasonable times during the period of three
      months immediately preceding expiration of the term permit intending
      tenants and others with written authority from the Landlord or the
      Landlord's agents at all reasonable times to view the premises.

SUITABILITY

40.   NO warranty or representation expressed or implied has been or is
      made by the Landlord that the premises are now suitable or will
      remain suitable or adequate for use by the Tenant or that any use
      of the premises by the Tenant will comply with the by-laws or
      ordinances or other requirements of any authority having jurisdiction.

WAIVER

41.   NO waiver or failure to act by the Landlord in respect of any breach by
      the Tenant shall operate as a waiver of another breach.

LAND TRANSFER TITLE OR MORTGAGEE'S CONSENT

42.   THE Landlord shall not be required to do any act or thing to enable this
      lease to be registered or be required to obtain the consent of any
      mortgagee of the premises to this lease and the Tenant will not register
      a caveat in respect of the Tenant's interest hereunder.

NOTICE

43.   SUBJECT to the provisions of the Property Law Act 1952 any notice to be
      given to the Landlord or the Tenant hereunder shall be deemed
      sufficiently served if

      (a) sent by registered post to the addressee's last known address in New
          Zealand, or

      (b) in the case of a body corporate sent to its registered office, or

      (c) if there is not last known address or registered office, placed
          conspicuously on any part of the premises.

      Any notice so posted or placed shall be deemed to have been served on
      the day following the posting or placing thereof. Anything served or
      given by the Landlord shall be valid if served or given under the
      hand of the Managing Director, General Manager, Secretary or a director
      or other authorised representative of the Landlord.

ARBITRATION

44.1.  UNLESS any dispute or difference is resolved by mediation or other
       agreement, the same shall be submitted to the arbitration of one
       arbitrator who shall conduct the arbitral proceedings in accordance
       with the Arbitration Act 1996 and any amendment thereof or any other
       statutory provision then relating to arbitration.

44.2   IF the parties are unable to agree on the arbitrator, an arbitrator
       shall be appointed, upon request of any party, by the President or
       Vice President for the time being of the District Law Society of the
       district
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       with in which the premises are situated. That appointment shall be
       binding on all parties to the arbitration and shall be subject to
       no appeal. The provisions of Article 11 of the First Schedule of
       the Arbitration Act 1996 are to be read subject hereto and
       varied accordingly.

44.3   THE procedures prescribed in this clause shall not prevent the
       Landlord from taking proceedings for the recovery of any rent
       or other monies payable hereunder which remain unpaid or from
       exercising the rights and remedies in the event of such default
       prescribed in clauses 28 and 29 hereof.

INTERPRETATION

45     IN this lease

       (a)  "the Landlord" and the "the Tenant" means where appropriate
            the executors, administrators, successors and permitted
            assigns of the Landlord and the Tenant

       (b)  "the property" and the "the building" mean the land and
            building(s) of the Landlord which comprise or contain the
            premises. Where the premises are part of a unit title
            development the words "the property" mean the land and
            building(s) comprised in the development.

       (c)  "the common areas" means those parts of the property the use
            of which is necessary for the enjoyment of the premises and
            which is shared with other tenants and occupiers.

       (d)  Whenever words appear in this lease that also appear in the
            First Schedule then those words shall mean and include the
            details supplied after them in the First Schedule.

       (e)  Where the context requires or admits, words importing the
            singular shall import the plural and vice versa.

46.    NAMING RIGHTS

1      THE LANDLORD GRANTS TO THE TENANT THE EXCLUSIVE RIGHT TO NAME THE
       BUILDING THROUGHOUT THE TERM SUBJECT TO TERMINATION OF THIS RIGHT
       IN ACCORDANCE WITH POINT 9.

2      ANY NAME CHOSEN FOR THE BUILDING BY THE TENANT IS SUBJECT TO APPROVAL
       BY THE LANDLORD BUT THIS APPROVAL WILL NOT BE UNREASONABLY WITHHELD
       OR DELAYED IN RESPECT OF A NAME WHICH IS APPROPRIATE TO THE IDENTITY
       OF THE BUSINESS OF THE TENANT AND WHICH IS NOT OFFENSIVE OR DETRIMENTAL
       TO THE LANDLORD OR LIKELY TO CAUSE EMBARRASSMENT TO THE LANDLORD.
       HOWEVER IN ANY EVENT THE TENANT MUST COMPLY WITH ALL TERRITORIAL
       AUTHORITY REQUIREMENTS RELATING TO THE NAME AND ALL SIGNAGE ON WHICH
       IT IS PLACED.

3      ANY SIGN WHICH THE TENANT WISHES TO ERECT ON THE BUILDING TO DISPLAY
       THE NAME SIGN OR SIGNS SHALL BE OF A SIZE AND IN THE STYLE AND IN A
       LOCATION APPROPRIATE TO THE SIZE OF THE BUILDING AND MUST BE APPROVED
       BY THE LANDLORD. FROM TIME TO TIME THE TENANT MAY CHANGE THE STYLE
       AND/OR LOCATION OF SUCH SIGNS WITH THE PRIOR WRITTEN APPROVAL OF
       THE LANDLORD WHICH APPROVAL WILL NOT BE UNREASONABLY WITHHELD OR
       DELAYED.

4      THE NAMING RIGHTS FEE AS SET OUT IN THE FIRST SCHEDULE SHALL BE
       REVIEWED ON EACH DATE THAT THE RENT IS REVIEWED ("REVIEW DATE") IN
       ACCORDANCE WITH 2.1 OF THIS LEASE ADJUSTED AS NECESSARY TO IN ORDER
       TO CALCULATE THE CURRENT MARKET RENT FOR THE RIGHTS.

5      THE TENANT SHALL KEEP ANY SUCH SIGN OR SIGNS IN GOOD ORDER REPAIR AND
       CONDITION AND SHALL AT ALL TIMES COMPLY WITH ALL STATUTES, ORDINANCES,
       REGULATIONS, BY-LAWS OR OTHER ENACTMENTS OR NOTICES OR ORDERS WHICH MAY
       BE GIVEN BY ANY AUTHORITY AFFECTING OR RELATING TO SUCH SIGNS AND WILL
       KEEP THE LANDLORD INDEMNIFIED IN RESPECT OF ANY NON-COMPLIANCE.

6      AT OR PRIOR TO THE EXPIRATION OF THE TERM THE TENANT SHALL REMOVE ALL
       SIGNS ERECTED OR DISPLAYED ON ANY PART OF THE INTERIOR OR EXTERIOR
       OF THE BUILDING AND WILL MAKE GOOD ALL DAMAGE TO THE BUILDING CAUSED
       BY SUCH REMOVAL. IF THE TENANT SHALL NOT HAVE EFFECTED SUCH REMOVAL
       AND MAKING GOOD ON THE EXPIRATION OF THE TERM THEN THE LANDLORD MAY
       REMOVE SUCH SIGNS AS THE TENANT SHALL HAVE FAILED TO

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       REMOVE AND THE TENANT SHALL PAY ON DEMAND ALL COSTS AND EXPENSES
       INCURRED BY THE LANDLORD IN SO DOING.

7      IT IS ACKNOWLEDGED THAT ANY SIGNS BY THE TENANT ARE ERECTED AT THE
       RISK OF THE TENANT IN ALL RESPECTS AND THAT THE TENANT SHALL BE
       RESPONSIBLE FOR ALL MAINTENANCE AND SERVICING OF THEM.

8      THE TENANT WILL INDEMNIFY AND KEEP INDEMNIFIED THE LANDLORD AGAINST
       ALL ACTIONS, CLAIMS, DEMANDS, LOSSES, DAMAGES, COSTS AND EXPENSES FOR
       WHICH THE LANDLORD SHALL OR MAY BECOME LIABLE IN RESPECT OF OR
       ARISING FROM THIS NAMING RIGHT.

9      THIS NAMING RIGHT SHALL TERMINATE ON THE EARLIER OF THE DATE OF
       TERMINATION OF THIS LEASE OR UPON THE TENANT CEASING TO BE THE
       TENANT IN OCCUPATION OF THE BUILDING PROVIDED HOWEVER THAT THE
       TENANT SHALL BE ENTITLED TO RENEW THE LEASE IN TERMS OF CLAUSE 35
       HEREOF BUT NOT THE NAMING RIGHTS GRANTED HEREIN.

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