<PAGE>

                                      LEASE         Land Titles Office use only
                             Real Property Act, 1900

[seal]                                       Office of State Revenue use only


(A) PROPERTY LEASED
    Show no more than 20 References to Title.
    Specify the part or premises if appropriate.
                               -------------------------------------------------
                               Certificates of Title Folio Identifiers
                               6 /SP47021
                               7 /SP47021
                               8 /SP47021
                               9 /SP47021
                               10/SP47021
                               11/SP47021
                               -------------------------------------------------

(B) LODGED BY                  -------------------------------------------------
                               L.T.O. Box     Name, Address or DX and Telephone


                                              REFERENCE (max. 15 characters):
                               -------------------------------------------------

(C) LESSOR                     REEFMIST PTY LIMITED ACN 069 718 387

(D) The lessor leases to the lessee the property described above subject to the
following ENCUMBRANCES

  1. ..............  2. ..............  3. ..............  4. ..............

(E)  LESSEE       ------------------------------------------------------------

                  DIVERGENT TECHNOLOGIES PTY LIMITED ACN 003 908 325

                              as joint tenants/tenants in common
                  ------------------------------------------------------------

(G)  1.  TERM:                Ten (10) years
 
     2.  COMMENCING DATE:     1 November 1996

     3.  TERMINATING DATE:    31 October 2006

     4.  With an OPTION TO RENEW for a period of    Five (5) years  set out it
         Part 14

         Incorporates the provisions set out in ANNEXURE  "A"   hereto.






<PAGE>

We certify this dealing correct for the purposes of the Real Property Act, 1900 
                                                      DATE OF EXECUTION ........

Signed in my presence by the lessor who is personally known to me
                                                        [SEAL]
THE COMMON SEAL of
REEFMIST PTY LIMITED
was hereunto affixed..../s/ Alan Treisman
          Signature of Witness
in accordance with its
Articles of Association
in the presence of:....Alan Treisman
        Name of Witness (BLOCK LETTERS)

L/8 Kobada Road, Dover Heights                   /s/ signature
----------------------------------            -------------------------
     Address of Witness                        Signature of Lessor



Signed in my presence by the lessor who is personally known to me
                                                        [SEAL]
THE COMMON SEAL OF                                  [OF DIVERGENT]
DIVERGENT TECHNOLOGIES PTY LIMITED                   [TECHNOLOGIES]
was hereunto affixed..../s/ Alan Treisman
          Signature of Witness
in accordance with its
Articles of Association
in the presence of:....Alan Treisman
        Name of Witness (BLOCK LETTERS)

L/8 Kobada Road, Dover Heights                   /s/ signature
----------------------------------            -------------------------
     Address of Witness                        Signature of Lessee

I solemnly and sincerely declare that the time for the exercise of the 
Option to Renew/Purchase in expired lease No._____________ has ended and
the lessee under that lease has not exercised the option.
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 ___________________ 19____________ in the presence of


_________________________
Signature of Witness


_______________________________
Name of Witness (BLOCK LETTERS)


____________________________________                ____________________________
Address of Witness                                  Signature of Lessor





<PAGE>

          THIS PAGE AND THE SUCCEEDING 26 PACES IS THE ANNEXURE MARKED "A"
          COMPRISING SCHEDULE TWO OF THE LEASE DATED DAY OF NOVEMBER 1996
          BETWEEN REEFMIST PTY LIMITED ACN 969 711 387 AS LESSOR AND DIVERGENT
          TECHNOLOGIES PTY LIMITED ACN 003 908 325 AS LESSEE

          THE LESS0R AND THE LESSEE HEREBY EXPRESSLY MUTUALLY COVENANT AND AGREE
          THE ONE WITH THE OTHER AS FOLLOWS

PART 1. - INTERPRETATION
------------------------

1.1    In the  interpretation  of this Lease and the Schedules  hereto except to
       the  extent to which  such  interpretation  shall be  excluded  by or be
       repugnant to the context.-

       1.1.1   The expression  "the Lessor" means the person  referred to as the
               Lessor  in  the  front  page  of  this  Lease  and  includes  his
               successors and assigns.

       1.1.2   The expression  "the Lessee" means the person  referred to as the
               Lessee  in  the  front  page  of  this  Lease  and  includes  his
               successors and permitted  assigns AND extends to and includes any
               permitted sub-tenant of the Lessee.

       1.1.3   The expression  "the  Guarantor"  means the person or persons (if
               any) specified in Item 9.

       1.1.4   The expression "the Demised  Premises" means the part of the Land
               and the  Building  referred  to on the front  page of this  Lease
               which  for the  purposes  of  obligation  as well as grant  shall
               exclude any common  parts but include the surface of all internal
               walls floors and ceilings  and all floor and wall  coverings  all
               doors and door frames all windows and window  frames all internal
               partitioning  (erected  by the  Lessor or the Lessee at any time)
               and all the Lessor's fixtures and fittings (excepting any heating
               air  conditioning and ventilation  plant not exclusively  serving
               the premises).

       1.1.5   The  expression  "the  Land"  means the land which as at the date
               hereof  is or was  comprised  in  Certificates  of Title or Folio
               Identifiers specified in Item 9.

       1.1.6   The expression "The Building" means the  improvements  erected on
               the Land including any extensions or  modifications  thereto from
               time to time  and all  fittings  fixtures  (other  than  tenant's
               fixtures and fittings) plant equipment and machinery conveniences
               amenities and appurtenances thereto and thereof including without
               prejudice to the foregoing  any gardens foot and  vehicular  ways
               within the land and all fences  within and on the boundary of the
               Land.

       1.1.7   The expression "the Common Parts" means any passageways  walkways
               staircases  parades  entrances  lobbies foyer decoration  gardens
               pavements  lawns and other parts of the  building  nut demised or
               intended to be demised by the Lessor which are for the common use
               enjoyment  or  benefit  of the  Lessee  and  other  occupants  of
               premises in the  Building  notwithstanding  that they may also be
               used or enjoyed by or be of benefit of the public.





<PAGE>

                                    2

       1.1.8   The  expression  "this  LEASE"  means  the  lease to  which  this
               Annexure "A" is annexed.

       1.1.9   The  expression  "the  Rent"  means  the  initial  yearly  amount
               specified in Item 1 together  with and  including  any  increases
               thereto in accordance with the provisions of Part 13 hereof.

       1.1.10  The  expression  "Lessee  Party"  means and  includes  any or the
               Lessee and any servants agents and employee contractor or visitor
               of the Lessee or any person claiming  through or under him or any
               pursuit under the control or direction of the Lessee.

       1.1.11  The expression "the Term" means the term granted by this Lease.

       1.1.12  The expression  "the Review Dates" means those dates specified in
               Item 6.

       1.1.13  Words importing a person shall be deemed to include a corporation
               or firm and vice versa.

       1.1.14  Words  importing the singular or plural number shall be deemed to
               include the plural and singular number respectively.

       1.1.15  When two or more persons comprise the Lessee or Guarantor all the
               covenants  conditions  terms  and  restrictions  shall  bind such
               persons and any two or greater number of them jointly and each of
               them  severally  and  shall  also  bind the  respective  personal
               representatives  assigns and  successors in title of each of them
               jointly and severally.

       1.1.16  Words  importing  any gender shall  include every other gender as
               the case may require.

       1.1.17  The headings or marginal notes contained  herein are inserted for
               reference  purposes  only and shall not be  construed  as forming
               part of this  document  nor shall they affect the  interpretation
               thereof in any way whatsoever.

       1.1.18  Any statutory provisions shall be construed as a reference to the
               provisions as respectively  amended or re-enacted  (either before
               or after the date of this Lease) from time to time.

       1.1.19  This Lease shall include the Reference Schedule to this Lease the
               contents of which Reference  Schedule shall be read and construed
               as if they were set out in the body of this Lease.

       1.1.20  An item  number  shall mean the  respective  items set out in the
               Reference Schedule to this Lease and,

       1.1.21  A clause number shall mean the respective clauses of this Lease.





<PAGE>

                                        3

1.2    In the event or there being a  Guarantor  to this Lease set out in Item 9
       this Lease shall be deemed to be granted at the request of the Guarantor.

1.3    Any  covenant  or  agreement  by the  Lessee not to do or omit any act or
       thing shall be deemed to extend to an obligation  not to permit any third
       party to do or omit the same.

1.4    Any approval  consent  permission or notice  pursuant to this Lease shall
       not be valid unless in writing.

1.5    This Lease shall be read and construed and take effect in accordance
            with the laws of New South Wales.

1.6    The  Lessor  shall be  entitled  to  exercise  any  right  on its  behalf
       expressed  in or implied by this  Lease by itself  its  employees  agents
       servants or contractors

1.7    To the  extent  permitted  by law the  application  to this Lease and the
       provisions  hereof  or any  moratorium  or  other  Commonwealth  or State
       Statute  ordinance  rule or  regulation  which  reduces or postpones  the
       payment  of the  rent or  extends  the  Term  or  otherwise  affects  the
       operation of any of the  provisions of this Lease to the detriment of the
       Lessor is hereby expressly excluded and negatived.

1.8    The Lessor and the Lessee  hereby agree and declare that any provision of
       this  Lease  which  is or shall  be or  become  in  breach  of the  Trade
       Practices  Act 1974 or any other  Commonwealth  or State  statute rule or
       regulation   and  in   consequence   of  such  breach  us  void  voidable
       unenforceable  or invalid  shall in my such case and for so long as it is
       in breach as aforesaid be severable  from this Lease and this Lease shall
       be read and construed as if such provision was not expressed herein.

PART 2.- EXCLUSION OF IMPLIED COVENANTS AND POWERS
--------------------------------------------------

2.1    The covenants and powers implied in every lease by virtue of Sections 84,
       84A and 85 of the  Conveyancing Act 1919 shall not apply to or be implied
       in this Lease except an so far as the same or some part or parts  thereof
       are included in the covenants hereinafter contained.

PART 3. - RENT
--------------

3.1    The Lessee shall pay to the Lessor without demand or deduction during the
       Term the Rent at the  amount per annum set out in Item 1 (and at the same
       rate  for a  portion  of such  period)  in the  manner  set out in Item 2
       (including any  alterations in the Rent determined in accordance with the
       provisions of Part 13).

3.2    The Lessee will as and when same becomes due for payment pay all accounts
       for the supply of all excess water and gas,  electricity,  telephone  and
       other  services to or from the Demised  Premises  according  to the meter
       readings  thereof  or in the event of then being no meter or of any meter
       being defective then for the amount of water, gas,





<PAGE>



                                        4

       electricity,  telephone  or other  services  or  charges  which  shall be
       assessed by the corporation or authority supplying the same.

PART 4 - USE OF THE DEMISED PREMISES AND ASSIGNMENT
---------------------------------------------------

       Permitted Use.

4.1    The  Lessee  will not use the  Demised  Promises  or permit  the  Demised
       Premises to be used for any  purpose  other than in  connection  with the
       business  of the  Lessee as set out in Item 3 or such  other  purpose  to
       which the Lesser may consent.

4.2    The Lessor gives no warranty as to the use to which the Demised  Premises
       may be put and the Lessee  shall  satisfy  itself  thereon and at its own
       expense  obtain all  necessary  consents and  approvals to its use of the
       Demised Premises.

       No Noxious etc. Use:

4.3    The  Lessee  will not  permit  any  noxious  poisons  immoral  illegal or
       offensive  act trade  business  occupation  or  calling  to be  exercised
       carried on permitted  or suffered to or upon the Demised  Premises at any
       time  during  the  Term  and  will not  permit  any act  matter  or thing
       whatsoever to be done in or upon the Demised  Premises at any time during
       the Term which shall or may cause annoyance  nuisance grievance damage or
       disturbance  to the occupiers or owners of other premises in the Building
       or to the  occupiers  or owners of  adjoining  or  neighbouring  lands or
       buildings.

       No Assignment:

4.4    The Lessee will not during the  continuance of this Lease assign transfer
       mortgage  charge or  otherwise  deal with the  Lessee's  interest  in the
       Demised Premises or demise sublet or part with or share the possession of
       or grant any license  affecting  the Demised  Premises or any act or deed
       procure  any of the  foregoing  Any  assignment  transfer  subletting  or
       licence of the whole of the Demised  Premises shall be deemed not to be a
       breech of the  foregoing  provisions  of this Clause if prior thereto the
       Lessee  either  has not  committed  any  default  under this Lease or has
       committed a default under this Lease which has been waived or excused and
       if prior thereto:-

       4.1.1   the Lessee has proved to the  satisfaction of the Lessor that the
               proposed assignee transferee  sub-lessee or licensee (hereinafter
               called "the Ingoing  Tenant") is a  respectable  responsible  and
               solvent  person  capable of  adequately  carrying on the business
               permitted  under this  Lease or other  business  approved  by the
               Lessor to be carried on in the Demised Premises;

       4.4.2   the Ingoing Tenant has entered into a covenant with the Lessor in
               the form  requested  by the Lessor that be will duly  perform and
               observe the covenants and  agreements on the Lessee's part herein
               contained.  In this  respect  the Lessor  shall have the right to
               require any further  covenant or guarantee that the Lessor in its
               sole discretion may require.







<PAGE>


                                        5

       4.4.3   the Ingoing  Tenant has  furnished  the Lessor such  guarantee or
               guarantees of the performance of his obligations  under the Lease
               as the Lessor shall require;

       4.4.4   the Lessee has  entered  into a Deed in the form  required by the
               Lessor under which the Lessee releases the Lessor from all claims
               against  the Lessor in respect  of, or in any way  arising  from,
               this lease; and

       4.4.5   in the case of a sublease or licence  the Lessee has  established
               to the  satisfaction  of the Lessor  that the  Ingoing  Tenant is
               obliged to pay a full market rental or licence fee.

4.5    The  Lessor  shall upon any  assignments  of this Lease not be obliged or
       required  to release  the Lessee  from the  covenants  on its part herein
       contained  or the  Guarantor  from the  guarantee  herein  contained  and
       nothing expressed in this Lease shall imply any such release.

4.6    Where the Lessee is a  corporation  the shares in which are not listed on
       any member  exchange of the  Australian  Associated  Stock  Exchanges and
       there is an alteration in the beneficial ownership of or issue of further
       shares in the share capital of the Lessee which in the reasonable opinion
       of the Lessor alters the effective control of the Lessee from the control
       thereof at the date of this  Lease  such  change in control of the Lessee
       shall be deemed  to be an  assignment  of this  Lease  PROVIDED  THAT the
       provisions of this  sub-clause  shall not apply to the Lessee,  but shall
       apply in respect of any assignee of the Lease.


PART 5. - MAINTENANCE. REPAIR AND ALTERATIONS
---------------------------------------------

       To keep in Repair:

5.1    The  Lessee  will at all times  during  the Term and during any period of
       holding  over  maintain  and  keep  the  Demised  Premises  in  good  and
       substantial  repair order and condition to the satisfaction of the Lessor
       having regard to the age of the Demised  Premises and in all respects and
       as nearly as possible in the same condition as at the time of erection or
       installation of the same and for the purposes  aforesaid the Lessee shall
       if  required  by the  Lessor  effect  and  keep  in  force  comprehensive
       maintenance and repair  contracts with a competent person approved by the
       Lessor in respect of air conditioning  plant fire fighting  equipment and
       other plant and equipment which  exclusively  serve the Demised Premises.
       The Lessee  shall not be required to  undertake  any work of a structural
       nature.

       Fire Fighting Equipment:

5.2    The Lessee will maintain all fire-fighting and fire-prevention  equipment
       now in the Demised  Premises in good working  order and  condition to the
       standard specified by the Lessor or if not specified to the standard from
       time to time adopted by the Standards  Association  of Australia and hive
       same  inspected  at least once in every year of the Term by the  relevant
       fire authority.








<PAGE>


                                        6

       To paint etc.:

5.3    Without  prejudice to the provisions of Clause 5.1 hereof the Lessee will
       at  intervals  specified  in Item 4 and from time to time if necessary or
       reasonably  required by the Lessor paint repaint clean wallpaper stain or
       otherwise  appropriately  treat in a proper and  workmanlike  manner such
       internal parts of the Demised Premises usually so treated.

       To keep Clean:

5.4    The Lessee  will  during the term cause the  Demised  Premises to be kept
       clean and free from dirt and  rubbish  and  particularly  shall store and
       keep all trade waste trash and garbage in proper  receptacles and arrange
       for the regular removal thereof from the Demised Premises.

       Broken Glass etc.:

5.5    The Lessee will immediately repair and replace all broken glass including
       exterior  windows  with  glass of the  same or  similar  quality  and all
       damaged or broken heating  lighting or electrical  equipment and plumbing
       installed upon the Demised Premises.

       Lessor may Inspect:

5.6    The  Lessor  may  at all  reasonable  times  upon  giving  to the  Lessee
       reasonable  notice  (except in the case of emergency when no notice shall
       be required) enter upon the Demised Premises and view the state of repair
       thereof  and may serve  upon the Lessee a notice in writing of any defect
       for the repair of which the Lessee may be responsible hereunder requiring
       the Lessee  within a  reasonable  time to repair the same.  All  expenses
       incurred by the Lessor in relation to the serving of such  notices  shall
       be reimbursed to the Lessor by the Lessee.

       Lessor may Repair:

5.7    The  Lessor  may  at all  reasonable  times  upon  giving  to the  Lessee
       reasonable  notice  (except in the case of emergency when no notice shall
       be required) enter upon the Demised  Premises with workmen and others and
       all  necessary  materials  for the purpose of complying  with any request
       requirement notification or order of any Authority having jurisdiction or
       authority over or in respect of the Demised Premises for which the Lessee
       is not liable under its  covenants  herein  contained or for carrying out
       such  repairs  renovations   maintenance   modifications   extensions  or
       alterations to the Demised  Premises deemed necessary or desirable by the
       Lessor  provided always that in the exercise of any such power under this
       Clause no undue inconvenience shall be caused to the Lessee.

       Alterations and Additions:

5.8    The  Lessee  will not nor will it  permit  any  person to  partition  the
       Demised  Premises or make any  alteration or addition to the structure or
       exterior of the Demised Premises







<PAGE>


                                        7

       or any partitions therein or any additions or alterations thereto without
       the prior  consent  in  writing of the  Lessor  (such  consent  not to be
       unreasonably  withheld)  and  shall in the  course  of such  partitioning
       alterations  or additions made with the consent or the Lessor observe and
       comply  with all  requirements  of the  Lessor  and  public  authorities.
       Without  prejudice to the foregoing  provisions of this Clause the Lessee
       will  when  applying  for the  Lessors  approval  to any  alterations  or
       additions to the Demised  Premises submit with the  application  drawings
       and specifications in respect thereof prepared by a qualified  consultant
       or consultants  approved by the Lessor. Work in respect of alterations or
       additions  to the Demised  Premises  approved by the Lessor shall only be
       carried out by the  contractors  or qualified  tradesmen  approved by the
       Lessor and if required by the Lessor the Lessee  shall on  completion  of
       such work hand to the Lessor a  certificate  by a consultant  approved by
       the  Lessor  to the  effect  that  such  work  has  been  carried  out in
       accordance with the drawings and  specifications  relating thereto and in
       accordance with the requirements of all relevant public  authorities.  In
       making any  decision  pursuant to this Clause the Lessor may refit to any
       consultant and during the  construction of such alterations and additions
       the Lessor may require  periodic  inspections  thereof by its consultants
       and all the Lessor's expenses of such references and inspections shall be
       met by the Lessee.

       To maintain Lessee's equipment:         

5.9    The Lessee will at all times during the Term keep and maintain  clean and
       in good and substantial  repair working order and condition all machinery
       plant equipment fixtures fittings and furnishings of the Lessee.

PART 6. - AIR CONDITIONING
--------------------------

       Installation:

6.1    The Lessee may subject to obtaining the Lessor's prior consent in writing
       install  at the  Lessee's  own  expense  additional  plant  machinery  or
       equipment for heating cooling or circulating air (all of which are herein
       included in the expression "air conditioning plant")

       Operation and Maintenance:

6.2    Such air  conditioning  plant  shall be and  remain the  property  of the
       Lessee who shall be responsible for all operating  costs  maintenance and
       insurance thereof.

       Removal:

6.3    If so required by the Lessor such air conditioning plant (or the relevant
       portion  thereof) shall be removed by the Lessee from all portions of the
       Demised  Premises  vacated by the Lessee at or prior to the expiration of
       the  occupation  of' the  Demised  Premises  by the Lessee and in default
       thereof the Lessor may at the expense of the Lessee remove and dispose of
       the same and any air  conditioning  plant not so  removed  by the  Lessee
       prior to the expiration of the occupation of the Demised  Premises by the
       Lessee shall become the property of the Lessor.







<PAGE>

                                       8

       Damage:

6.4    All damage done to the Demised Premises by reason of such installation or
       removal  aforesaid  shall be made good by the  Lessee  and if the  Lessee
       fails so to do the Lessor may make good all such damage at the expense of
       the Lessee.

PART 7. - GENERAL LESSEE'S COVENANTS
------------------------------------

       Remove Signs and Rectify Damage:

7.1    The Lessee  will not erect or display any signs or  advertisement  on the
       exterior of he Demised  Premises (or within the Demised  Premises so that
       such sign or advertisement can be seen from the exterior of the Building)
       without  the  consent in writing of the Lesser  (such  consent  not to be
       unreasonably  withheld)  and the consents of all  relevant and  competent
       authorities and will erect any such permitted sign or  advertisement in a
       good and  workmanlike  manner  and make  good all  damage  caused by such
       erection  and upon the  termination  of this  Lease  remove  such sign or
       advertisement  and make good any damage caused to the Demised Premises by
       such removal.

       Requirements of Public Authorities:

7.2    From time to time the Lessee  will  forthwith  comply at its own  expense
       with all statutes ordinances proclamations orders and regulations present
       or future  affecting  or  relating  to the  Demised  Premises  or the use
       thereof and with all requirements  which may be made or notices or orders
       which  may he given to the  Lessor or the  Lessee  by.  any  governmental
       semi-governmental  city municipal health licensing or any other authority
       having  jurisdiction  or authority in respect or the Demised  Premises or
       the use  thereof  and  copies of any  notices or orders  received  by the
       Lessee  shall  forthwith be  delivered  to the Lessor  PROVIDED  THAT the
       provisions of this  sub-clause  shall not apply to structural work unless
       the need for same arises from the Lessee's use and/or  occupation  of the
       Demised Premises.

       Floor Overloading:

7.3    The  Lessee  will not do or permit or suffer to be done upon the  Demised
       Premises  anything  in the nature of  overloading  any floor or any other
       part  of the  structure  of the  Building  whereby  the  Building  may be
       strained or any walls or floors or other part thereof be caused to sag or
       deflect  from she right lines of the Building or whereby the Building may
       be otherwise damaged.


       Noise and Other Damage:

7.4    The Lessee will not without the written consent of the Lessor install use
       place or permit or suffer to be brought  into the  Demised  Premises  any
       plant  machinery  or  other  articles  winch  may  cause  undue  noise or
       vibrations  or which  are of a weight  or size  which  may  cause  damage
       directly or indirectly to the Building.







<PAGE>

                                       9

       Use of Lavatories etc.:

7.5    The Lessee  will not use nor permit nor suffer to be used the  lavatories
       toilets sinks and drainage and other  plumbing  facilities in the Demised
       Premises  for  any  purposes   other  than  those  for  which  they  were
       constructed  or provided and shall not deposit nor permit to be deposited
       therein  any  sweepings  rubbish or other  matter and any damage  thereto
       caused by misuse shall be made good by the Lessee forthwith.

       Dangerous Substances etc.:

7.6    The  Lessee  will not  bring  onto the  Demised  Premises  any  dangerous
       inflammable  explosive  noxious  or  offensive  substances  except in the
       ordinary course of the Lessee's  business  (permitted by this Lease to be
       carried on at the Demised  Premises)  and provided  that the Lessee shall
       ensure thaw all proper and prudent  measures are taken in the storage and
       use of any such substances and that the Lessor is previously  notified of
       the nature and extent of any such  substances  brought  onto the  Demised
       Premises

       Pest Control:

7.7    The  Lessee  will take all  reasonable  precautions  to keep the  Demised
       Premises  free of rodents  vermin  insects pests birds and animals and in
       the event of  failing to do so will if so  required  by the Lessor but at
       the cost of the  Lessee  employ  from time to time or  periodically  pest
       exterminators approved by the Lessor.

       Overload Wires:

7.8    The Lessee will not overload the  electric  wires and cables  serving the
       Demised Premises.

       Infectious Illness:

7.9    The Lessee will in the event or any infectious  illness  occurring in the
       Demised  Premises  forthwith give notice thereof to the Lessor and to the
       proper  public  authorities  and  at  the  expense  of  the  Lessee  will
       thoroughly   fumigate  and   disinfect   the  Demised   Premises  to  the
       satisfaction  of the Lessor and such  public  authorities  and  otherwise
       comply with their  reasonable  and lawful  requirements  in regard to the
       same.

       Notice of Defects:

7.10   The  Lessee  will give to the  Lessor  prompt  notice in  writing  of any
       accident  to or  defect or want of repair  in any  services  or  fixtures
       fittings  plant  or  equipment  in  the  Demised   Premises  and  or  any
       circumstances  likely to be or to cause any danger  risk or hazard to the
       Demised Premises or to the Building or any person therein or thereon.

       Particulars or Notice:

7.11   The Lessee will give to the Lessor  full  particulars  of any  permission
       notice order  requirement  recommendation  or proposal given or issued in
       respect of or in connection






<PAGE>

                                       10


  
       with the Demised  Premises by any  competent  authority  within seven (7)
       days or its receipt by the Lessee.

       Compliance with Rules:

7.12   The Lessee will comply with such  reasonable  rules as the Lessor may now
       or in the future make for the more  efficient  management of the Building
       (including its security and that of its lessees and occupants).

       Observance of Restrictions on Certificate of Title:

7.13   The  Lessee  will at all  times  observe  and  perform  the  restrictions
       stipulations and covenants (if any) referred to in the  certificate(s) of
       title in respect of the Building and or the Land.

       Obstruction of Windows or Ventilators:

7.14   The Lessee will not obstruct any of the windows or ventilators  belonging
       to the Demised  Premises  nor to permit any new window or  ventilator  or
       other  encroachment  or  easement of which the Lessee is aware to be made
       against or over the Demised Premises.

7.15   The  Lessee  will not cause any  damage to or  obstruction  of any of the
       Common  Parts or to any road or laneway  serving the  Building and not to
       place or store any goods outside the Demised Premises.

PART 8 - INSURANCE
------------------

       Public Risk Insurance:

8.1    The  Lessee  will at its own cost  effect  and at all times  keep in full
       force and effect a policy of public risk  insurance  with a reputable and
       solvent  insurer  with  respect to the Demised  Premises and the business
       carried on in the Demised  Premises in which  limits of public risk shall
       be not less than the amount  specified in Item 5 (or such other amount as
       the  Lessor  may from  time to time  reasonably  require)  as the  amount
       payable in respect or liability arising out of any one single accident or
       event and shall  deliver to the Lessor on demand a copy of the policy and
       a current certificate of insurance.


       Plate Glass insurance:

8.2    The  Lessee  will at its own cost  effect  and at all times  keep in full
       force and effect plate glass  insurance (for the full  replacement  value
       thereof) in respect of all plate glass attached to or forming part of the
       Demised  Premises and shall deliver to the Lessor on demand a copy of the
       policy and a current certificate of insurance.

8.3    The Lessee will include as the insured  parties in respect of each of the
       policies  effected pursuant to Clause 8.1 and 8.2 the Lessor any superior
       lessor and any person










<PAGE>
                                       11

     or persons  nominated by the Lessor as being mortgagees of the Building and
     the Lessee.

     Indemnity:

8.4  The Lessee will  indemnify and hereby does  indemnify and hold  indemnified
     the Lessor from and against all actions  claims demands losses damage costs
     and expenses  which the Lessor may sustain or incur or for which the Lessor
     may become liable whether during or after the Term in respect of or arising
     from:-

     8.4.1     the neglect or default of any Lessee  Party to observe at perform
               any of the terms covenants and conditions expressed in or implied
               in this Lease;

     8.4.2     the negligent use of misuse waste or abuse by any Lessee Party of
               any water gas electricity or other services to the Building;

     8.4.3     the overflow  leakage or escape of water fire gas  electricity or
               any  other  harmful  agent  whatsoever  in or  from  the  Demised
               Premises;

     8.4.4     the  failure of the Lessee upon  becoming  aware of any defect in
               any of the air  conditioning  fire prevention  equipment or other
               facilities   presently  available  in  relation  to  the  Demised
               Premises to notify the Lessor of such defect;

     8.4.5     the use of the  Demised  Premises  and the  common  Parts  by any
               Lessee Party;

     8.4.6     the carrying out of any additions or  alterations  or other works
               to the Demised Premises by any Lessee Party;

     8.4.7     the use by any Lessee Party of any car parking  facilities in the
               area permitted by this Lease;

     and it is hereby  agreed that the Lessor  shall not be liable or in any way
     responsible to the Lessee or any Lessee Party for any injury loss or damage
     which may be suffered or  sustained to any property or by any person on the
     Demised  Premises unless caused by the wilful act or omission of the Lessor
     its servants or agents.

     Compliance with Requirements:

8.5  The Lessee will comply with all  requirements  and  recommendations  of the
     Insurers of the  Building  and not do or omit to do anything on the Demised
     Premises  which may increase the premium above the ordinary rate render any
     additional  premium  payable for the  insurance  of the  Building or of any
     neighbouring premises or which may make void or voidable any policy of such
     insurance  and to reimburse the Lessor  forthwith on demand any  additional
     premium  which may have been paid or become  payable  by reason of any such
     act or  omission  together  with all  expenses  incurred  by the  Lessor in
     relation to the removal of any policy of insurance.







<PAGE>


                                       12

     Inform:


8.6  The Lessee will inform the Lessor of any reason why in the Lessee's opinion
     the Lessor's insurable interest in the Demised Premises or in any adjoining
     premises may be effected.

     Insurances Money Irrecoverable:

8.7  In the event of the Demised  Premises or any part thereof  being damaged or
     destroyed  at any time  during the Term and the  insurance  money under the
     insurance policy effected  thereon being wholly or partially  irrecoverable
     by reason  solely  or in part of any act or  default  of the  Lessee or its
     respective  agents servants invitees or licensees the Lessee will forthwith
     pay then and in every  such case to the Lessor the whole or as the case may
     require a fair  proportion of the cost of rebuilding  and  reinstating  the
     same.

     Heating:

8.8  The  Lessee  will not use or  permit  or  suffer  to be used any  method of
     heating or lighting the Demised  Premises in contravention of any policy of
     insurance in respect of the Demised Premises.

     Fire Regulations:

8.9  The Lessee will comply with insurance  sprinkler and fire alarm regulations
     from time to time affecting the Demised Premises and the Lessee will pay to
     the  Lessor the cost of any  alterations  to the  sprinkler  and fire alarm
     installation which may be required by any competent  Authority or which may
     become  necessary  by reason of the  non-compliance  by the Lessee with the
     said regulations.

     Lessee to Pay Additional Insurance Premiums:

8.10 In the event that the Lessor  shall  approve in writing of the  proposal of
     the Lessee to increase the risk of damage by fire or other cause the Lessee
     shall pay any extra  premiums of  insurance on the Building or any property
     therein  required  on account of the extra risk  caused by the use to which
     the Demised Premises are put by the Lessee with approval as aforesaid.

PART 9. - LESSOR'S COVENANTS AND REMOVAL OF LESSEE'S FIXTURES AND FITTINGS
--------------------------------------------------------------------------

     Quiet enjoyment:

9.1  The  Lessee  paying  the rent  hereby  reserved  and  duly  and  punctually
     observing and performing the covenants  obligations  and provisions in this
     Lease on the part of the Lessee to be observed and performed, shall and may
     peaceably  possess and enjoy the Demised  Premises  during the Term without
     any  interruption  or  disturbances  from the Lessor or any other person or
     persons lawfully claiming by from or under the Lessor.






<PAGE>

                                       13


     Removal of Lessee's Fixtures and Fittings:

9.2  The Lessee may at or prior to the  determination of this Lease (and will if
     so required by the Lessor at or  immediately  following  the  expiration or
     sooner  determination  of the Term)  take  remove  and carry  away from the
     Demised  Premises all fixtures  fittings plant  equipment or other articles
     upon the  Demised  Premises  in the  nature of trade or  tenant's  fixtures
     brought  upon the Demised  Premises by the Lessee  together  with any items
     referred  to in Clause  7.1  hereof  and shall if  required  by the  Lessor
     restore the Demised Premises to their condition prior to any alterations or
     additions  carried  out by the  Lessee  to the  structure  or fabric of the
     Demised  Premises but the Lessee shall in such removal or restoration do no
     damage to the Demised  Premises  and shall  forthwith  make good any damage
     which may have been  occasioned  thereto by such  articles  alterations  or
     additions or by the Lessee in such removal of restoration.

     Lessee's Fixtures not Removed:

9.3  If the Lessee does not remove and carry away any of such fixtures  fittings
     plant equipment and other articles or items or restore any such alterations
     or additions at or immediately  following the  determination  of this Lease
     the Lessor may at the expense of the Lessee  remove and dispose of the same
     and make good any damage and any of such fixtures  fittings plant equipment
     and other  articles or items or alterations or additions not removed by the
     Lessee as aforesaid shall become the property of the Lessor.

     Insurance by Lessor:

9.4  The Lessor will at all times during the Term (unless such  insurance  shall
     be avoided by any act or  omission of the Lessee as  aforesaid)  insure and
     keep insured the Building  against the risks referred to in Clause 1.1.13.3
     and will whenever required (but not more than twice in every calendar year)
     produce a certificate to the Lessee in respect of such insurance.

     Holding over:

9.5  In the event of the  Lessee  holding  over after the  expiration  or sooner
     determination  of the Term with re consent  of the Lessor the Lessee  shall
     _________  a  monthly  tenant  only  of  the  Lessor  at a  monthly  rental
     equivalent to a monthly  proportion of the Rent reserved and payable by the
     Lessee ___________________________________  determination of the Term or at
     a monthly  rental as may be agreed  upon  between the Lessor and the Lessee
     and otherwise on the same terms and conditions as those herein contained as
     far as applicable.

PART 10. - DESTRUCTION OF PREMISES
----------------------------------

10.1 If during the Term of this Lease the Building shall be destroyed or damaged
     so as to






<PAGE>




     render the Demised Premises or any part thereof substantially unfit for the
     use  and  occupation  by the  Lessee  or so as to  deprive  the  Lessee  of
     substantial use of or access to the same: -






<PAGE>




                                       14

10.1.1 This Lease may be terminated without compensation by either the Lessor or
       the  Lessee by notice in writing  to the other  provided  that the Lessee
       shall not be  entitled to  terminate  the Lease  unless the Lessor  shall
       unreasonably delay in rebuilding or reinstating the Demised Premises.

10.1.2 Any such  termination  as  aforesaid  shall be without  prejudice  to the
       rights of either  party in  respect  of my  antecedent  breach  matter or
       thing.

10.1.3 On the happening of any such damage or destruction as aforesaid (provided
       that any  insurance  moneys that have been  payable to the Lessor are not
       wholly or partially  irrecoverable by reason of any act or default of the
       Lessee or its respective  agents servants invitees or licensees) the Rent
       hereinbefore  reserved or a proportionate  part thereof  according to the
       nature  and  extent of the damage  sustained  shall  abate and all or any
       remedies for the recovery of the Rent or such  proportionate part thereof
       shall be suspended until the Demised  Premises shall have been rebuilt or
       reinstated or made fit for the  occupation and use of the Lessee or until
       access  thereto  shall  have been  provided  or until the Lease  shall be
       terminated  pursuant to the provisions  hereof as the case may be. In the
       event  of any  dispute  arising  out of this  clause  the  same  shall be
       determined  by a valuer agreed  between the parties or failing  agreement
       appointed  for such purpose by the  president  or secretary  for the time
       being of the New South Wales Real Estate Institute.  Such valuer shall be
       deemed to be acting as an expert  and not as an  arbitrator  and his fees
       shall be borne by the Lessor and Lessee in equal shares.

No Obligation to Rebuild:

10.2   Nothing  expressed  in or implied by this Lease shall be deemed to impose
       any  obligation  upon the Lessor to rebuild or  reinstate or make fit for
       occupation  the Demised  Premises or the  Building in the event of damage
       thereto or destruction thereof.


PART 11. - DEFAULT, TERMINATION, ETC.
-------------------------------------

11.1   Notwithstanding  any provision to the contrary expressed in or implied by
       this Lease upon the happening of any of the  following  events the Lessor
       shall be  entitled  to  exercise  any of the rights  specified  in Clause
       11.2;-

       11.1.1  If the Rent or any part  thereof or any other  money  (whether or
               not in the  nature of rent)  shall be in  arrears of unpaid for a
               period of fourteen (14) days (whether or not formally demanded);

       11.1.2  If the Lessee shall default in the due observance and performance
               of any covenant  condition  restriction  agreement or  regulation
               (not relating to the payment of the Rent or other moneys (whether
               or not in the  nature of rent))  expressed  in or implied by this
               Lease on its part to be observed and  performed  provided that in
               so far as such default is reasonably capable of remedy the






<PAGE>


                                       15


               Lessor  shall first give the Lessee not less than  fourteen  (14)
               days notice requiring the default to be remedied;

       11.1.3  If in the event of the Lessee being a corporation:-

               11.1.3.1   an order is made or a  resolution  is  passed  for its
                          winding up or  proceedings  are initiated or a meeting
                          called  to  obtain  any  such  order  or to pass  such
                          resolution;

               11.1.3.2   a  receiver  manager  administrator  or  receiver  and
                          manager and  administrator  of its  undertaking or any
                          part thereof is  appointed  or an official  manager or
                          provisional liquidator or administrator is appointed;

               11.1.13.3  if there  shall be without  the  consent of the Lessor
                          any sale transfer or other  disposition  whatsoever of
                          the  shares  in its  issued  capital  or any  issue or
                          allotment  of any new  shares  in its  capital  or any
                          other act matter or thing whatsoever done or performed
                          the effect of which is to transfer whether directly or
                          indirectly to any person persons  company or companies
                          its effective management and control.


       11.1.4  If the Lessee being an individual;-

               11.1.4.1   dies or becomes incapable of managing his own affairs;

               11.1.4.2   is declared bankrupt or makes any arrangement with his
                          creditors;

       11.1.5  If any execution or other process of any Court or other authority
               issues out against or is levied  upon any of the  property of the
               Lessee;

       11.1.6  If the Lessee  stops or threatens to stop payment of its debts or
               shall  without  the  consent in  writing  of the Lessor  cease or
               threaten to cease to carry on its business;

       11.1.7  If any warranty or representation expressed in or implied by this
               Lease or  otherwise  made by or on  behalf  of the  Lessee to the
               Lessor  prior to  entering  into this Lease  shall be found to be
               materially incorrect;

       11.1.8  If a final  judgment  is entered in any Court  against the Lessee
               and is not satisfied within fourteen (14) days thereafter.

       11.1.9  If the Lessee  without the consent in writing or the Lessor first
               had and  obtained  creates  or  purports  to create any charge or
               mortgage over its interest in this Lease.








<PAGE>





                                       16

       Re-entry or Surrender on Default

11.2   Upon the  happening  of any of the events  specified  in Clause  11.1 the
       Lessor may In its absolute discretion:-

       11.2.1  Subject to any notice  required by statute  immediately or at any
               time  thereafter  and  without  any  notice  or  previous  demand
               re-enter  (forcibly  if  necessary)  into and  upon  the  Demised
               Premises  or part in parts  thereof  in the name of the whole and
               repossess  the same as of its  former  estate  and to  expel  and
               remove the Lessee and all other occupiers  without  liability for
               the tort of trespass and without  prejudice to any remedies which
               might  otherwise be available to the Lessor to recover arrears of
               rent  or to  redress  any  antecedent  breach  of  the  covenants
               conditions restrictions agreements and regulations on the part of
               the  Lessee  expressed  in or  implied  by this  Lease  and  such
               re-entry  shall  (unless  the Lessor  shall  otherwise  expressly
               elect)  automatically  cause this Lease to cease determine and be
               at an end as if it has thereupon expired by effusion of time but
               the Lessee shall  remain  liable for all rents due to the date of
               such re-entry and for all other moneys (if any) due hereunder and
               in the event of any such  re-entry  the  Lessor  may  retain  any
               furniture  fittings  fixtures  or other  items  belonging  to the
               Lessee in the  Demised  Premises  and the  Lessor  shall have the
               right to sell such furniture fittings and fixtures or other items
               by public auction and apply the proceeds of such sale towards the
               payment  of any  moneys  outstanding  and  payable  to the Lessor
               pursuant to this Lease.

       11.2.2  By giving  notice in  writing to the Lessee to reduce the Term so
               that it  expires  on a date  being not prior to the  seventh  day
               after the date of service of such notice; or

       11.2.3  By giving  notice in writing to the Lessee  require the Lessee to
               surrender  the Lease on a date being not earlier than the seventh
               day after the date of service of such notice and for the purposes
               of effecting such surrender the Lessee hereby appoints the Lessor
               and in the event of the Lessor being a corporation  the directors
               and secretary of the Lessor severally the attorneys of the Lessee
               to do all such acts deeds and things and  execute  all such deeds
               and documents (all at the cost of the Lessee) as are necessary to
               effect and give full effect to any surrender so required.

11.3   The  Lessee  hereby  agrees  that any  surrender  required  by the Lessor
       pursuant to Clause  11.2.3 shall not  prejudice  the Lessor's  rights and
       entitlements  with  respect  to any  antecedent  breach or default by the
       Lessee of the provisions of this Lease.

       Acceptance of Rent:

11.4   Demand  for or  acceptance  of rent by the  Lessor  after  default by the
       Lessee under this Lease shall be without prejudice to the exercise by the
       Lessor of the powers conferred upon it by Clause 11.2 hereof or any other
       right  power or  privilege  of the Lessor  under this Lease and shall not
       operate  as an  election  by the  Lessor  either  to  exercise  or not to
       exercise any of such rights power of privileges.







<PAGE>


                                       17



PART 12. - GENERAL
------------------

       Exclusion of Warranties:

12.1   The Lessee  acknowledges  and  declares  that no  promise  representation
       warranty or  undertaking  has been given by or on behalf of the Lessor in
       respect to the  suitability  of the Demised  Premises  for any purpose or
       business  to be carried on  therein or to any  air-conditioning  plant or
       other  plant  or  elevators  or to the  fittings  finish  facilities  and
       amenities of the Demised Premises.

       Whole Agreement:

12.2   The  covenants  and  provisions  contained in this Lease  expressly or by
       statutory  implication  cover and  comprise  the  whole of the  agreement
       between the parties  hereto and it is expressly  agreed and declared that
       no further or other  covenants  or  provisions  whether in respect or the
       Demised  Premises or otherwise shall be deemed to be implied herein or to
       arise between the parties hereto by way of collateral or other  agreement
       by reason of any promise representation  warranty or undertaking given or
       made by or on  behalf of any  party  hereto on or prior to the  execution
       hereof and the existence of any such  implication  or collateral or other
       agreement is hereby negatived.

       Waiver:

12.3   No waiver by the  Lessor of one  breach of any  covenant,  obligation  or
       provision in this Lease contained or implied shall operate as a waiver or
       another  breach  of the  same  or of any  other  covenant  obligation  or
       provision in this lease contained or implied.

       Premium:
            
12.4   Save as herein contained no premium or other consideration has been or is
       to be paid to the Lessor hereunder by the Lessee or any other person.

       Cost of Lease, etc.:

12.5   The  Lessee  hereby  covenants  with the  Lessor to pay to the  Lessor on
       demand:

       12.5.1  all   reasonable   and  proper   legal  and  other   costs  and
               disbursements  (including  stamp duty)  incurred by the Lessor in
               relation  to any  application  by the  Lessee  for  consent to an
               assignment  of this lease or any other  dealing with the Lessee's
               interest herein or any other matter  requiring the consent of the
               Lessor  pursuant to provisions  hereof or in connection  with any
               breach of  threatened  breach  of any of the terms  hereof by the
               Lessee and in connection  with any proceedings for enforcement of
               payment of the Rent or any other terms of this Lease;

       12.5.2  upon the  signing of this  Lease the  Lessor's  reasonable  legal
               costs and  disbursements  in  connection  with this Lease and the
               stamping and  registration  thereof  including any consent and/or
               lodgement fees charged by the Mortgagee.






<PAGE>
                                       18

       Lessee Not to Cause Acne Reduction

12.6   The Lessee  will not  without the consent in writing of the Lessor by any
       act  matter  or deed or by any  failure  or  omission  impair  reduce  or
       diminish  directly or  indirectly  the Rent hereby  reserved or impose or
       cause or permit to be imposed on the Lessor any  liability  of the Lessee
       under or by virtue of this Lease even though entitled so to do whether by
       statue ordinance  proclamation order regulation or moratorium (present or
       future) or otherwise.

       Notices:

12.7   All  demands  requisitions  consents  elections  or  notices  shall be in
       writing and may be given to or served  upon a party  hereto by being left
       at the party's  registered  office or principal  place of business in the
       State or Territory in which the Demised Premises are situated or by being
       posted to a prepaid  certified  or  registered  letter  addressed to that
       party at such office or  principal  place of business AND any such demand
       requisition consent election or notice shall be deemed duly served at the
       expiration of three (3) days after the time of posting AND in proving the
       giving  of the  same  it  shall  be  sufficient  to  prove  the  envelope
       containing the same was properly addressed stamped and registered and put
       into a post  office  box in the  Commonwealth  of  Australia.  Any demand
       requisition consent election nor notice may be signed by the Lessor or on
       its  behalf by any  Manager  the  Secretary  or other  authorised  office
       managing agent or solicitor for the time being of the Lessor.

       "For Sale" and "To Let" Notices;

12.8   The Lessee will at all reasonable  times permit the Lessor to exhibit the
       Demised  Premises to  prospective  tenants or purchasers  and will at all
       times within the six (6) months immediately  preceding the termination of
       this Lease allow the Lessor to affix and exhibit  where the Lessor  shall
       think fit at any time the usual "To Be Let" notices and will at all times
       allow the Lessor to affix and exhibit where the Lessor shall think fit at
       any time the  usual  "For  Sale"  notices  in each case with the name and
       address of the Lessor  and/or its agent  thereon  and the Lessee will not
       remove any such notice without the written consent of the Lessor.

       Non-merger:

12.9   None of the terms or conditions of this Lease nor any act matter or thing
       done under or by virtue of or in connection  with this Lease or any other
       agreement  between the parties hereto shall operate as a merger of any of
       the rights and  remedies  of the  parties in or under this Lease or is or
       under any such other  agreement all of which shall continue in full force
       and effect.

Supply Failure:

12.10  The  Lessor  will  not be under  any  liability  for any  loss or  damage
       sustained by the Lessee or any other person at any time as a result of or
       arising in any way out of the failure of the  electricity or water supply
       air conditioning or any other services or








<PAGE>


                                       19



       facilities  provided  by  the  Lessor  for  enjoyment  by the  Lessee  in
       conjunction with the Demised Premises.

       Lessee's Obligations:

12.11  Whenever the Lessee is  obligated  or required  hereunder to do or effect
       any act matter or thing then the doing of such act matter or thing  shall
       unless this Lease  otherwise  provides be at the sole risk and expense of
       the Lessee.

       Grant Easements:

12.12  The Lessor shall be entitled  for the purpose of the  provision of public
       or private  access to and egress from the Demised  Premises or support or
       structures  hereafter  erected on or form adjoining  lands or of services
       (including  water drainage gas and  electricity  supply and telephone and
       electronic  communication  services) to grant easements or enter into any
       arrangement  or  agreement  with any of the  owners  lessees  tenants  or
       occupiers  or  others  interested  in any  land  adjacent  or near to the
       Demised Premises or with any public authority as the Lessor think fit and
       it may  likewise for such  aforesaid  purpose  dedicate  land or transfer
       grant or create any  easement  privilege or other right in favour of such
       parties or in favour of any such  adjoining or  neighbouring  land or any
       public  authority  over or affecting the Demised  Premises and this Lease
       shall be deemed to be subject  to any such  agreement  arrangement  right
       easement or privilege.  Notwithstanding the reservation contained in this
       Clause the Lessor in exercise of the rights  herein  conferred  shall not
       dedicate land or transfer grant or create any easement privilege or other
       right to any  other  person  which  shall  substantially  or  permanently
       derogate  from the  enjoyment  of rights  conferred on the Lessee by this
       Lease.

       Lessee not to Carry Out Structural Repairs:

12.13  It is hereby acknowledged and agreed that the Lessee shall not be obliged
       by  anything  expressed  in or  implied  by this  Lease to carry  out any
       structural  repairs  or  works to the  Building  unless  the  same  arise
       (whether directly or indirectly) as a result of any of the following:-

       12.13.1 the  neglect  or  default  by the  Lessee  or any  servant  agent
               sub-tenant licensee or other person claiming through or under the
               Lessee to  observe  or  perform  any of the terms  covenants  and
               conditions expressed in or implied by this Lease;

       12.13.2 the use or  occupation  of the Demised  Premises by the Lessee or
               any sub-tenant;

       12.13.3 the  employment  of any  person in the  Demised  Premises  by the
               Lessee or any sub-tenant;

       12.13.4 the use of any fixtures  fittings plant machinery or goods in the
               Demised Premises by the Lessee or any sub-tenant.






<PAGE>


                                       20


       12.13.5 the carrying out of any  alterations  or additions to the Demised
               Premises by the Lessee or any sub-tenant or the  reinstatement of
               the Demised  Premises  following  any  alterations  in  additions
               thereto, and

       12.13.6 the  bringing  on to the  Demised  Premises  by the Lessee or any
               subtenant  of  any  plant   machinery  or  other  items  (whether
               consented to by the Lessor not)

       In which event the Lessee shall at the option of the Lessor either at its
own coat  forthwith  repair and reinstate the structure or the Building so
       requiring  repair or carry out such structural  works as may be necessary
       to  comply  with  the  requirements  of any  competent  authority  to the
       reasonable  satisfaction of the Lessor and all relevant authorities or if
       the Lessor has itself elected to carry out such repairs and reinstatement
       or works the Lessee shall  forthwith upon demand by the Lessor pay to the
       Lessor  all its costs and  expenses  (including  all  professional  fees)
       incurred in connection therewith.

       Fundamental and Essential Terms:

12.14  Notwithstanding  anything to the contrary expressed in or implied by this
       Lease:

       12.14.1 The Lessee  hereby  assures  the Lessor that it will as all times
               strictly and  substantially  comply with each and every  covenant
               condition  restriction rule and agreement expressed in or implied
               by this Lease on the  Lessee's  part to be  performed or observed
               and the Lessee acknowledges that the Lessor has entered into this
               Lease on the basis of such assurance.

       12.14.2 The Lessor and the Lessee hereby  expressly agree and acknowledge
               that  each  covenant  condition  restriction  rule and  agreement
               expressed in or implied by this Lease on the Lessee's  part to be
               performed  and observed is a fundamental  and  essential  term of
               this Lease.

       12.14.3 The Lessor and the Lessee hereby  expressly agree and acknowledge
               that if:-

               12.14.3.1  the Rent hereby  reserved or any part thereof shall be
                          in  arrears  or unpaid  for  fourteen  (14) days after
                          formal demand has been made for payment

               12.14.3.2  the Lessee  shall  neglect  to perform or observe  any
                          covenant  condition   restriction  rule  or  agreement
                          herein contained or implied on the Lessee's part to be
                          performed or observed:

               12.14.3.3  the Lessee  shall  neglect  to comply  with any proper
                          notice given pursuant to this Lease;






<PAGE>

                                       21

               12.14.3.4  the Lessee  (being a natural  person) shall commit any
                          act of bankruptcy or have his estate  sequestrated  in
                          bankruptcy  or shall assign his estate for the benefit
                          of creditors or enter into a Deed of Arrangement  with
                          his  creditors  or enter into an  arrangement  for the
                          liquidation  of his debts by composition or otherwise;
                          or

               12.14.3.5  the Lessee  (being a  company)  shall be subject to an
                          order for liquidation  whether compulsory or voluntary
                          or commit any act of  bankruptcy  or if a receiver  or
                          administrator  shall be  appointed  over the  whole or
                          part of its  assets or  undertaking  or if the Term of
                          the interest of the Lessee  hereunder or the goods and
                          chattels  of the Lessee  within the  Demised  Premises
                          shall be attached or taken in execution;

               any such act matter or thing  shall if the Lessor so elects  (and
               the Lessor shall  deemed to have so elected if it  exercises  any
               right  of  re-entry   pursuant  to  Clause  11.2)   constitute  a
               repudiation  by the Lessee of this Lease so that the Lessor shall
               without  prejudice to any other rights it may have be entitled to
               recover  damages  from the Lessee for the full extent of its loss
               arising out of such repudiation.

       Additional Guarantees

12.15  If any of the events  specified in Clause  11.1.4  occurs with respect to
       any Guarantor  being a corporation  or if any of the events  specified in
       Clause 11.1.5  occurs with respect to any  Guarantor  being an individual
       then the Lessee shall within  fourteen (14) days of such event procure an
       additional  guarantee  of its  obligations  under this Lease (in the form
       contained in Clause 18.1) by a respectable responsible and solvent person
       acceptable to the Lessor.

PART 13. - RENT REVIEW
----------------------

       Review Dates:

13.1   The Rent payable by the Lessee hereunder shall be reviewed on each of the
       dates set out in Item 6 (each of which is herein called "Review Date") to
       the sum being the greater of:.

       13.1.1  the amount represented by A in the formula

               A = B x C/D where

               D = the rent payable as at the commencement of this Lease.

               C = the index number realised for the quarter ending or 
               applicable as at the date of the rent increase calculated 
               pursuant to this sub-clause, and









<PAGE>

                                       22



               D  =  the  index  number  realised  for  the  quarter  ending  or
               applicable  as at the  date  of  commencement  of the  
               immediately preceding particular year of the lease.

               13.1.1.1   In this  sub-clause  "Index  Number"  shall  mean  the
                          Consumer  Price index  Number for Sydney (all  groups)
                          released  from  time  to  time  in  the   Commonwealth
                          Statistician's   Summary  of   Australian   Statistics
                          together with any supplementary  summary. In the event
                          that there is any suspension of  discontinuance of the
                          Consumer Price Index by the  Commonwealth  Authorities
                          then  "Index  Number"  shall mean the New South  Wales
                          Male Basic or Minimum Wage  applicable for the City of
                          Sydney. If the system or practice of the determination
                          of the New South  Wales  Male  Basic or  Minimum  Wage
                          applicable  for the City of Sydney  shall  also  cease
                          then "Index Number" shall mean such Index published at
                          the   relevant   dates   in  the   said   Commonwealth
                          Statistician's  Summary  of  Australian  Statisticians
                          which reflects  fluctuations  of the cost of living in
                          Sydney and which the parties may  mutually  agree upon
                          and if they are unable to agree then such Index as may
                          be  determined  by the  President (or other officer of
                          similar   status)  at  the   relevant   times  of  the
                          Commonwealth  Institute  of Valuers  (New South  Wales
                          Division)  or  some  person  nominated  by  him  whose
                          decision shall be conclusive and binding;

              or

       13.1.2  Market value as determined  in  accordance  with the provision of
               clauses 14.2, 14.3 and 14.4.

       Payment Pending Determination:

13.2   Should the amount of the Rent not be determined  as aforesaid  before the
       relevant Review Date the Lessee shall pending  determination  thereof pay
       rent at the rate  applicable  prior to the Review Date but subject to the
       revision  thereof  and upon  the  Rent  being  determined  hereunder  any
       necessary adjustment of rent calculated from the adjustment date shall be
       paid forthwith by the Lessee to the Lessor

PART 14. - OPTION
-----------------

14.1   If the  Lessee  shall  desire  to take a  renewed  lease  of the  Demised
       Premises  for a term of years  specified  in Item 7 and shall give to the
       Lessor  previous  notice of such  desire  not less than nor more than the
       periods  respectively  specified in Item 8 prior to the expiration of the
       Term and provided the Lessee is not then in default under the  provisions
       of this Lease whether  express or implied the Lessor will at the cost and
       expense  of the  Lessee  grant to the Lease a renewal of this Lease for a
       further  term of years as specified in Item 7 and upon the same terms and
       conditions  as are  contained  in this Lease with the  exception  of this
       Clause and save that the dates set






<PAGE>




                                       23

       forth in Item 6 hereto  shall  each be the same  period  from the date of
       commencement  of the new term as the dates therein set forth are from the
       date of  commencement  of the Term  and  provided  however  that the Rent
       payable  pursuant  to Item 1 of this  Lease  shall be the sum  being  the
       amount which the Lessor shall notify the Lessee to be the amount assessed
       by the Lessor to be a proper market rent for the Demised Premises (having
       regard to the  current  market  rental  value  thereto and to all matters
       relevant to the  determination  of market rent) and unless within one (1)
       month  from the date on which the  Lessor  gives  the said  notice to the
       Lessee the  Lessee  notifies  the  Lessor by notice in  writing  that the
       Lessee  disputes  such  assessment  and  advises  the name of a qualified
       valuer appointed by the Lessee pursuant to Clause 14.2 hereof the Rent as
       specified  by  the  Lessor  shall  be the  Rent  payable  hereunder  such
       variation to take effect on and from the date of  commencement of the new
       term PROVIDED THAT the annual rental payable  hereunder  shall be no less
       than that payable immediately prior to the new term.

       Lessee Dispute Lessor's Assessment:

14.2   If the Lessee disputes the Lessor's assessment of the Rent as the current
       market rent of the Demised  Premises as provided  for in Clause 14.1 then
       the current  market rent for the Demised  Premises  (having regard to the
       current  market  rental value thereof and to all matters then relevant to
       the  determination of such rent) shall be determined by two (2) qualified
       valuers one  selected by the Lessor and one selected by the Lessee or (in
       the event of failure of such valuers to agree on the Rent payable  within
       twentyone  (21)  days of the  expiration  of the  period of one (1) month
       referred  to in Clause 14.1  hereof) by a  qualified  valuer to be agreed
       upon by the valuers selected by the lessor end the lessee or if no valuer
       is agreed upon by such valuers  within seven (7) days after the aforesaid
       period of  twenty-one  (21)  days has  elapsed  then the  matter is to be
       referred for final  determination  to an independent  valuer appointed by
       the President  for the time being of the  Australia  Institute of Valuers
       provided  that any such valuer  appointed  pursuant to the  provisions of
       this Clause shall be a member of the  Australia  Institute or Valuers (or
       should such institute have ceased to exist of such body or association as
       then serves  substantially  the same objects as such institute) and shall
       be  registered  under  the  Valuers  Registration  Act of 1976  to  value
       property of the type concerned in the determination and:-

       14.2.1  any  determination  made by any such  valuer or valuers  shall be
               made as an expert and not as an arbitrator;

       14.2.2  if the Rent is  determined  by the two (2)  qualified  valuers as
               hereinbefore  mentioned  then each party  shall pay its own costs
               incurred in  connection  with the  determination of such rent but
               otherwise all costs incurred in connection with the determination
               of the Rent by a single  valuer  shall be paid by the  Lessee and
               the Lessor  equally  unless the qualified  valuer  determines the
               Rent  to be  equal  to or  greater  than  that  specified  in the
               Lessor's  notice  pursuant to Clause 14.1 in which case the costs
               of such determination shall be borne by the lessee.








<PAGE>



                                       24

       Current Market Rental.

14.3   For the purpose of this Part 14 the  expression  "current  market  rental
       value"  shall mean the current  annual open  market  rental  value of the
       Demised  Premises based on a lease between a willing Lessor and a willing
       Lessee  granted  with  vacant  possession  and  taking no  account of any
       goodwill  attributable to the Demised  Premises by reason of any trade or
       business  carried on  therein  by the  Lessee  and in all other  respects
       (except as to rent payable) on the terms covenants and conditions of this
       Lease.

       Payment Pending Determination

14.4   Should the amount of the Rent not be determined  as aforesaid  before the
       date  of   commencement   of  the  new  term  the  Lessee  shall  pending
       determination  thereof  pay rent at the rate  specified  in the  Lessor's
       determination of the Rent in the notice referred to in Clause 14.1 hereof
       but subject to the  revision  thereof and upon the Rent being  determined
       hereunder any necessary adjustment of rent calculated from the adjustment
       date shall be paid forthwith by the Lessee to the Lessor or reimbursed by
       the Lessor to the Lessee as the case may be

PART 15 - STRATA TITLE PROVISIONS
---------------------------------

15.1   If the Land or any part thereof is or becomes  subject to the  provisions
       of the Strata  Titles Act 1973 as amended or any similar  legislation  or
       requirement or any competent  authority relating to strata title then the
       following covenants shall apply to and be binding on the Lessee:

       15.1.1  For the  purposes of this Lease  wheresoever  reference  shall be
               made  therein to the  payment  of rates and taxes such  reference
               shall be deemed to include the payment of all contribution levies
               and other  payments  properly  payable  by the Lessor to the Body
               Corporate of the relevant  strata scheme  (excluding any "special
               levies" as defined in the Strata Titles Act, 1973 as amended).

       15.1.2  The  Lessee its  servants  and agents  shall  observe  and comply
               punctually  with all by-laws in force in respect of the  relevant
               strata scheme.

       Making Rules:

       16.1    The  Lessor may from time to time make and  prescribe  rules (not
               being  inconsistent  with express rights of the Lessee under this
               Lease) which shall be reasonable for or in relation to -

               16.1.1     the use  safety  care and  cleanliness  of the  Common
                          Areas  of  the   Building  and  the  Land  and/or  the
                          preservation  of good order therein and/or the comfort
                          of persons lawfully using same;








<PAGE>


                                       25



               16.1.2     the  location and storage of garbage and refuse in the
                          Common Areas pending removal;

               16.1.3     the policing and regulating of traffic and the parking
                          of motor  vehicles in the common parking area (if any)
                          situate upon the land;

               16.1.4     the  closure of the Common  Areas or any part  thereof
                          outside normal trading hours;

               16.1.3     the definition of normal trading hours;

               16.1.6     the external appearance of the Building upon the Land.

               Amending Rules:

16.2   The Rules may from time to time be repealed amended modified or varied or
       added to at the  discretion of the Lessor (save that no such amendment or
       addition shall make the rules inconsistent with the express rights of the
       Lessee  hereunder)  and upon notice in writing  thereof under the hand of
       the  Lessor or its agent for the time  being  being  given to the  Lessee
       shall be and become  binding upon the Lessee as if expressly set forth in
       this Lease as covenants on the part of the Lessee.

       Certificates:

16.3   A certificate  signed by any director  manager or secretary of the Lessor
       or by the  Lessor's  managing  agent for the time  being of the  Building
       shall be  sufficient  evidence that the Rules have been duly made and are
       in force or have been repealed amended modified or varied and (unless the
       contrary is proved) that notice in writing  thereof has been given to the
       Lessee on the date specified in the certificate

PART 17. - PARKING
------------------

17.1   In the event that the Lessee has been granted the right to park any motor
       vehicle in any part of the Building on the Land the following provisions
       shall apply:

       17.1.1  The Lessee shall park the motor  vehicles  only in the  positions
               designated by the Lessor.

       17.1.2  The  Lessee  shall  have the right to  identify  its car  parking
               spaces by painting  appropriate  identifying  letters or names in
               such  spaces  or by  erecting  at its own  expense  and  with the
               consent in each case of the Lessor  appropriate  identifying name
               plates adjacent to each space and the Lessee  covenants to remove
               any such signs or painting at its own expense on the  termination
               of this Lease and to make good any damage occasioned thereby.

       17.1.3  the  lessee  shall not  permit or allow any motor  vehicle  to be
               cleaned  greased  oiled  washed  or  repaired  in any part of the
               Building.






<PAGE>


                                       26





       17.1.4  The  Lessee  shall  not store or permit or suffer to be stored or
               kept in any part of such car  parking  area of the  Building  any
               petrol or other  inflammable  fuel except as is  contained in the
               petrol or other fuel feed  tanks  forming a  permanent  part of a
               vehicle.

       17.1.5  The  Lessor  shall  not be held  responsible  for the  loss of or
               damage to any car  entering  leaving or parked in the car parking
               area or for the loss of or damage to any  article  of thing in or
               upon any car or for any injury to any person  howsoever such loss
               damage or injury  may  arise or be caused  including  in any such
               case the removal of any car of article  from the car parking area
               by en unauthorised person.





IN WITNESS WHEREOF the parties have set their hands and seals on the day first 
herinbefore mentioned.

THE COMMON SEAL OF                      )
REEFMIST PTY LIMITED                    )         [graphic of seal]
was hereunto affixed in accordance      )
with its Articles of Association        )
in the presence of:                     )

/s/ Ivan Hammerschlag                         /s/ Shaun Rosen
-----------------------------------          ----------------------------
Director                                      Secretary

Ivan Hammerschlag                             Shaun Rosen
-----------------------------------          ----------------------------
Print Name                                   Print Name

THE COMMON SEAL OF                      )
DIVERGENT TECHNOLOGIES                  )         [graphic of seal]
PTY LIMITED was hereunder affixed       )
in accordance with its Article of       )
Association in the presence of:         )


/s/ Ivan Hammerschlag                         /s/ Shaun Rosen
-----------------------------------          ----------------------------
Director                                      Secretary

Ivan Hammerschlag                             Shaun Rosen
-----------------------------------          ----------------------------
Print Name                                   Print Name








<PAGE>
<TABLE>
<CAPTION>

                             THE REFERENCE SCHEDULE
                             ----------------------
<S>       <C>                      <C>                 <C>
Item 1.   RENT                     (Clause 3.1)        One Hundred and Eighty
                                                       Thousand Dollars ($180,000.00)
                                                       per annum

Item 2.   MANNER OF                (Clause 3.1)        By monthly instalments of
PAYMENT OF RENT                              Fifteen Thousand Dollars and
                                                       on the 1st day of each month
                                                       following the commencement
                                                       date of the Lease.  Thereafter
                                                       one-twelfth of the reviewed rent
                                                       for any particular year of the
                                                       Term hereof payable as
                                                       aforementioned.

Item 3.   PERMITTED USE OF         (Clause 4.1)        Computer software development
          THE DEMISED                                  and sales of computer software
          PREMISES                                     and hardware.

Item 4.   INTERVALS AT THE         (Clause 5.3)        When reasonably required by
          END OF WHICH                                 the Lessor.
          LESSEE IS TO PAINT
          OR OTHERWISE
          TREAT THE DEMISED
          PREMISES

Item 5.   REQUIRED MINIMUM         (Clause 8.1)        Five million dollars
          AMOUNT OF                                    ($5,000,000.00)
          INSURANCE ON
          PUBLIC RISK

Item 6.   REVIEW DATES             (Clause 13.1)       Year 2 CPI - Clause 13.1
                                                       Year 3 CPI - Clause 13.1
                                                       Year 4 Market - Clause 14.1
                                                       Year 5 CPI - Clause 13.1





<PAGE>

                       
                                                       Year 6 CPI - Clause 13.1
                                                       Year 7 Market - Clause 14.1
                                                       Year 8 CPI - Clause 13.1
                                                       Year 9 CPI - Clause 13.1
                                                       Year 10 Market - Clause 14.1
                                                       Option Period
                                                       Year 1 Market - Clause 14.1
                                                       Year 2 CPI - Clause 13.1
                                                       Year 3 CPI - Clause 13.1
                                                       Year 4 Market - Clause 14.1
                                                       Year 5 Market - Clause 14.1

Item 7.   OPTION -                 (Clause 14.1)       Five (5) years

Item 8.   OPTION - LIMIT           (Clause 14.1)       Minimum: Three (3) months
          ON PRIOR NOTICE                              Maximum: Six (6) months

Item 10.  LAND                     (Clause 1.1.5)      Certificates of Title Folio
                                                       Identifiers:
                                                       6 /SP47201
                                                       7 /SP47201
                                                       8 /SP47201
                                                       9 /SP47201
                                                       10/SP47201
                                                       11/SP47201






</TABLE>