COMMERCIAL TENANCY
                                   AGREEMENT
                            (FIRST EDITION) revised
================================================================================

         PARTIES
         Landlord:
         Tenant:
         Date:

         THIS AGREEMENT COMPRISES THE REFERENCE SCHEDULE
         AND COMMERCIAL TENANCY AGREEMENT CONDITIONS.

INSTRUCTIONS TO COMPLETE

Commercial Tenancy Agreement

DO NOT USE THIS DOCUMENT
*    FOR RESIDENTIAL TENANCIES.
*    FOR PREMISES COVERED BY THE RETAIL SHOP LEASES ACT.
*    WHERE THE INITIAL TERM EXCEEDS 3 YEARS.
*    WHERE REGISTRATION UNDER THE LAND TITLE ACT IS REQUIRED.


If including an option to renew, the Tenant should be advised to seek legal
advice about having the tenancy registered to protect its rights under the
option.
Where the Initial term plus options exceeds 6 years and the premises form part
of the Landlord's title, the tenancy may require approval as a subdivision and
legal advice should be sought.
Unless amended, this agreement provides for rent to be reviewed based on
increases in the Consumer Price Index, it is not suitable for use where rent is
to be reviewed to market or otherwise.
The only outgoings recoverable in this agreement are local government rates,
fire services levies, insurance, cleaning and garden maintenance. Unless
amended, this agreement is not suitable for use where additional outgoings are
to be paid by the Tenant.

The Agreement must be submitted to the Office of State Revenue for stamping
within 30 days of signing.
REFERENCE SCHEDULE
         Ensure that all items are completed.

         ITEM 1:  Full name/s of the owner/s of the property and their address.
                  If the Landlord is a company, include ACN. DO NOT use a
                  business name.
         ITEM 2:  Full name/s of the tenant. If the Tenant is a company, include
                  its ACN. DO NOT use a business name.
         ITEM 3:  The Premises must be clearly identified e.g. "Suite 3, 45 John
                  Street, Spring Hill" etc. If not able to be identified by
                  name, a sketch plan must be attached to the Agreement and the
                  address must be included at Item 3.
         ITEM 5:  Insert the period of the further tenancy, e.g. "6 months" or
                  "1 year" or "not applicable".
         ITEM 7:  Insert the date on which the rent is to be adjusted by the CPI
                  or "Not applicable".
         ITEM 8:  The permitted Use should be stated clearly and concisely.
         ITEM 9:  Insert the percentage of outgoings the Tenant is to pay, e.g.
                  "25% or "100%" or "Not applicable".


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AGREEMENT made (date)      22nd  October 1996

PARTIES        The person named in Item 1 of the Reference Schedule ("LANDLORD")

AND            The person named in item 2 of the Reference Schedule ("TENANT")

                               REFERENCE SCHEDULE

Item 1 LANDLORD     Saxonvale Pty Ltd

       ADDRESS      Suite 19 Plaza home Centre
                    27 Evans Rd Marochydere
                                  PH: 0754437600   FAX:

Item 2 TENANT       Save the World Technologies Inc.

       ADDRESS      1155 West Forth St No 214 Reno NV 89503
                                  PH:              FAX:

Item 3 PREMISES     Lot 2 to 4 Carool Rd
                              Carool N.S.W.
                                           (annex a plan if available)

Item 4 TERM         (1) periodic monthly tenancy; or
                    (2) 5 years commencing on 1st November 1996
                    and ending on 31st October 2001
       OPTION FOR   5 years with an option to purchase

Item 5 FURTHER TERM

Item 6 RENT         $320,000.00
                    Three hundred and twenty thousand dollars
       ANNUAL RENT

Item 7 REVIEW DATES  End of term 31-10-2001

item 8 PERMITTED USE   Forestry - Resort Facility

Item 9 PERCENTAGE OF OUTGOINGS   Rental includes all outgoings

Item 10 DEPOSIT   $ nil

Item 11 LANDLORD'S AGENT  C.J.I. Real Estate Group
        ADDRESS           130 Bundall Rd
                          Bundall Qld.

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SPECIAL CONDITIONS











                                  PAGE 3 OF 8

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EXECUTED AS AN AGREEMENT.
EXECUTION BY LANDLORD
THE COMMON SEAL OF                  Saxonvale Pty Ltd. ACN 010892841
AS LANDLORD

was affixed in accordance with its articles
of association in the presence of:

Lynette Anne Muller
-----------------------------                -----------------------------------
Director/Secretary                           Director

                             SEAL OF SAXONVALE HERE

------------------------------------------   -----------------------------------
Name of Director/Secretary (BLOCK LETTERS)   Name of Director (BLOCK LETTERS)

SIGNED by                  /S/ Lynette Muller
AS LANDLORD              -------------------------------------
in the presence of

/s/ Noel Milwett                        130 Bundall Rd Bundall
-------------------------               --------------------------------
Signature of Witness                        Address of Witness

Noel Milwett
--------------------------
Name of Witness (BLOCK LETTERS)

================================================================================
EXECUTION BY TENANT
THE COMMON SEAL OF            Save The World Technologies, Inc.
AS TENANT
was affixed in accordance with its articles
of association in the presence of:

                                            JEFFREY A. MULLER
-------------------------------             -------------------------------
Director/Secretary                          Director

---------------------------------------      -----------------------------------
Name of Director/Secretary (BLOCK LETTERS)   Name of Director (BLOCK LETTERS)

SIGNED by                  /S/ J. MULLER
AS TENANT                -----------------------------
in the presence of

/s/ Noel Milwett                             130 Bundall Rd Bundall
-------------------------                    --------------------------------
Signature of Witness                         Address of Witness

Noel Milwett
-------------------------------
Name of Witness (BLOCK LETTERS)

                                  PAGE 4 OF 8

<PAGE>

                          COMMERCIAL TENANCY AGREEMENT
                                   CONDITIONS
                       (FIRST EDITION) revised (C)Copyright



        REIQ
The Real Estate Institute
    of Queensland



IT IS AGREED

1.     DEFINITIONS AND INTERPRETATION
1.1    Terms in Reference Schedule Where a term used in this Agreement appears
       in bold type in the Reference Schedule, that term has the meaning shown
       opposite it in the Reference Schedule.
1.2    DEFINITIONS
       Unless the context otherwise requires:
       (1)  "AGREEMENT" means this document, including any Schedule or Annexure
            to it;
       (2)  "BUSINESS DAY" means a day that is not a Saturday, Sunday or any
            other day which is a public holiday or a bank holiday in the place
            where an act is to be performed or a payment is to be made;
       (3)  "CLAIM" includes any claim or legal action and all costs and
            expenses incurred in connection with it;
       (4)  "LAND" means the land on which the Premises are situated;
       (5)  "LANDLORD'S PROPERTY" means any property owned by the Landlord in
            the Premises or on the Land and includes the property identified in
            any inventory annexed to this Agreement;
       (6)  "PREMISES" means the premises described in Item 3 of the Reference
            Schedule and includes the Landlord's Property in the premises:
       (7)  "REIQ" means Real Estate Institute of Queensland Ltd;
       (8)  "SERVICES" means all utilities and services in the Premises;
       (9)  "TENANCY" means the tenancy between the Landlord and the Tenant
            created by this Agreement;
       (10) "TENANTS EMPLOYEES" means each of the Tenant's employees,
            contractors agents, customers, subtenants, licensees or others (with
            or without invitation) who may be on the Premises, the Building or
            the Land;
       (11) "TENANT'S PROPERTY" includes all fixtures and other articles in the
            Premises which are not the Landlord's; and
       (12) "TERM" means either a periodic monthly tenancy or the period of
            months or years described in Item 4(2) of the Reference Schedule as
            applicable, commencing on the date in item 4 in the reference
            schedule.
1.3    INTERPRETATION
       (1)  Reference to:
            (a) one gender includes each other gender;
            (b) the singular includes the plural and the plural includes the
                singular;
            (c) a person includes a body corporate;
            (d) a party includes the party's executors, administrators,
                successors and permitted assigns; and
            (e) a statute, regulation or provision of a statute or regulation
                ("STATUTORY PROVISION") includes:
                (i)  that Statutory Provision as amended or re-enacted from time
                     to time; and
                (ii) a statute, regulation or provision enacted in replacement
                     of that Statutory Provision.
       (2)  All monetary amounts are in Australian dollars, unless otherwise
            stated.
       (3)  If a party consists of more than one person, this Agreement binds
            them jointly and each of them severally.
       (4)  Headings are for convenience only and do not form part of this
            Agreement or affect its interpretation.
       (5)  A party which is a trustee is bound both personally and in its
            capacity as a trustee.
       (6)  "INCLUDING" and similar expressions are not words of limitation.
       (7)  Where a word or expression is given a particular meaning, other
            parts of speech and grammatical forms of that word or expression
            have a corresponding meaning.
       (8)  If an act must be done on a specified day which is not a Business
            Day, the act must be done instead on the next Business Day.
       (9)  Where this Tenancy permits or requires the Landlord to do something,
            it may be done by a person authorised by the Landlord.
       (10) Section 105 and 107 of the PROPERTY LAW ACT 1974 do not apply to
            this Tenancy.

2      TERM AND HOLDING OVER
2.1    TERM
       The Landlord lets the Premises to the Tenant for the Term.


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                        COMMERCIAL TENANCY AGREEMENT CONDITIONS

2.2    MONTHLY TENANCY
       If the Tenant continues to occupy the Premises after the Term with the
       Landlord's consent then:
       (1)  the Tenant does so as a monthly tenant on the same basis as at the
            last day of the Term; and
       (2)  either party may terminate the monthly tenancy by giving to the
            other 1 month's notice expiring on any day.

3.     RENT AND RENT REVIEWS
3.1    RENT
       The Tenant must:
       (1)  pay the Rent by equal monthly instalments in advance on the first
            day of each month;
       (2)  pay the first instalment on the signing of this agreement;
       (3)  if necessary, pay the first and last instalments apportioned on a
            daily basis; and
       (4)  pay all instalments as the Landlord directs.
3.2    DEFINITIONS
       In clause 3.3:
       (1)  "INDEX NUMBER" means the Consumer Price Index (All Groups) for
            Brisbane published by the Australian Bureau of Statistics. If that
            Index no longer exists, "Index Number" means an index that the
            president of the REIQ decides best reflects changes in the cost of
            living in Brisbane: and
       (2)  "REVIEW DATE" means a date stated in the Reference Schedule on which
            the rent is to be reviewed

3.3    RENT REVIEW
       (1)  APPLICATION
            This clause 3.3 applies if Review Dates are inserted in item 7 of
            the Reference Schedule.
       (2)  REVIEW
            The Rent must be reviewed on each Review Date to an amount
            represented by A where:
                   B
              A = --- x D
                   C
            Where B = the Index Number for the quarter ending immediately before
                      the relevant Review Date;
            Where C = the Index Number for the quarter 1 year before the quarter
                      in B; and
            Where D = the Rent payable immediately before the Review Date.

4.     OUTGOINGS
4.1    TENANT TO PAY OUTGOINGS
       (1)  The Tenant must pay the Landlord the whole, or where a percentage is
            stated in Item B of the Reference Schedule that percentage of the
            Outgoings for the Premises, or the property of which the Premises is
            part as applicable.
       (2)  Outgoings are payable to the Landlord within 14 days of production
            to the Tenant of a copy of the Landlord's assessment notice or
            account.
4.2    OUTGOINGS
       For the purposes of this clause Outgoings means the following charges
       levied or expenses payable in respect of the Premises or property of
       which the Premises is part:
       (1)  rates and other charges levied pursuant to a law (other than land
            tax);
       (2)  insurance premiums payable by the Landlord;
       (3)  the cost of cleaning any areas adjacent to the Premises that are
            used by the Tenant; and
       (4)  maintaining any gardens on the Land.

5.     USE OF THE PREMISES
5.1    PERMITTED USE
       The Tenant must only use the Premises for the Permitted Use.
5.2    RESTRICTIONS ON USE
       The Tenant must not:
       (1)  disturb the occupants of adjacent premises;
       (2)  display any signs without the Landlord's consent which must not be
            unreasonably withheld;
       (3)  overload any Services;
       (4)  damage the Landlord's Property;
       (5)  alter the Premises, install any partitions or equipment or do any
            building work without the Landlord's prior consent;
       (6)  do anything that may invalidate the Landlord's insurance or increase
            the Landlord's premiums; or
       (7)  do anything illegal on the Premises,

6.     MAINTENANCE AND REPAIR
6.1    REPAIR
       The Tenant must;
       (1)  keep the Premises in good repair and condition except for fair wear
            and tear, inevitable accident and inherent structural defects; and
       (2)  fix any damage caused by the Tenant or the Tenant's Employees.
6.2    CLEANING AND MAINTENANCE
       The Tenant must:
       (1)  keep the Premises clean and tidy; and
       (2)  keep the Tenant's Property clean and maintained in good order and
            condition.
6.3    LANDLORD'S RIGHT TO INSPECT AND REPAIR
       (1)  The Landlord may enter the Premises for inspection or to carry out
            maintenance repairs or building work at any reasonable time after
            giving notice to the Tenant. In an emergency the Landlord may enter
            at any time without giving the Tenant notice.
       (2)  The Landlord may carry out any of the Tenant's obligations on the
            Tenant's behalf if the Tenant does not carry them out on time. If
            the Landlord does so the Tenant must promptly pay the Landlord's
            costs.

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                     COMMERCIAL TENANCY AGREEMENT CONDITIONS


7.     ASSIGNMENT AND SUBLETTING
7.1    The Tenant must obtain the Landlord's consent before the Tenant assigns,
       sublets or deals with its interest in the Premises.
7.2    The Landlord must give its consent if:
       (1)  the Tenant satisfies the Landlord that the new tenant is financially
            secure and has the ability to carry out the Tenants obligations
            under this Tenancy:
       (2)  the new tenant signs any agreement and gives any security which the
            Landlord reasonably requires;
       (3)  the Tenant complies with any other reasonable requirements of the
            Landlord;
       (4)  the Tenant is not in breach of the Tenancy; and
       (5)  the Tenant pays the Landlord's reasonable costs of giving its
            consent.

8.     TENANT'S RELEASE AND INDEMNITY
8.1    The Tenant occupies and uses the Premises at its own risk. The Tenant
       also carries out building work in the Premises at its risk.
8.2    The Tenant releases the Landlord from and Indemnifies it against all
       Claims for damages, loss, injury or death:
       (1)  If it:
            (a) occurs in the Premises;
            (b) arises from the use of the Services in the Premises; or
            (c) arises from the overflow or leakage of water from the Premises:
       except to the extent that it is caused by the Landlord's deliberate act
       or negligence; and
       (2)  if it arises from the negligence or default of the Tenant or the
            Tenant's Employees, except to the extent that it is caused by the
            Landlord's deliberate act or negligence.
8.3    The Landlord must do everything reasonable to ensure the Services operate
       efficiently during normal working hours but the Landlord is not liable if
       they do not.
8.4    The Tenant releases the Landlord from and indemnifies the Landlord
       against any Claim or costs arising from anything the Landlord is
       permitted to do under this Tenancy.

9.     DEFAULT AND TERMINATION
9.1    DEFAULT
       The Tenant defaults under this Tenancy if:
       (1)  the Rent or any money payable by the Tenant is unpaid for 14 days;
       (2)  the Tenant breaches any other term of this Tenancy:
       (3)  the Tenant assigns its property for the benefit of creditors; or
       (4)  the Tenant becomes an externally-administered body corporate within
            the meaning of the Corporations Law.
9.2  FORFEITURE OF TENANCY
     If the Tenant defaults and does not remedy the default when the Landlord
     requires it to do so, the Landlord may do any one or more of the following:
       (1)  re-enter and take possession of the Premises;
       (2)  by notice to the Tenant, terminate this Tenancy;
       (3)  by notice to the Tenant, convert the unexpired portion of the Term
            into a tenancy from month to month;
       (4)  exercise any of its other legal rights:
       (5)  recover from the Tenant any loss suffered by the Landlord due to the
            Tenant's default.

10.    TERMINATION OF TERM
1O.1   TENANT'S OBLIGATIONS
       At The end of the term the Tenant must:
       (1)  vacate the Premises and give them back to the landlord in good
            repair and condition;
       (2)  remove all the Tenant's Property from the Premises;
       (3)  repair any damage caused by removal of the Tenant's Property and
            leave the Premises clean; and
       (4)  return all keys, security passes and cards held by it or the
            Tenant's Employees.
10.2   FAILURE TO REMOVE TENANT'S PROPERTY
       If the Tenant does not remove the Tenants Property at the end of the
       Term, the Landlord may:
       (1)  remove and store the Tenant's Property at the Tenant's risk and
            expense; or
       (2)  treat the Tenant's Property as abandoned, in which case title in the
            Tenant's Property passes to the Landlord who may deal with it as it
            thinks fit without being liable to account to the Tenant.

11.    DAMAGE AND DESTRUCTION
11.1   RENT REDUCTION
       If the Premises are damaged or destroyed and as a result the Tenant
       cannot use or gain access to the Premises then from the date that the
       Tenant notifies the Landlord of the damage or destruction the Landlord:
       (1)  must reduce the Rent and any other money owing to the Landlord by a
            reasonable amount depending on the type and extent of damage or
            destruction; and
       (2)  cannot enforce clause 6.1 against the Tenant; until the Premises are
            fit for use or accessible.
11.2   TENANT MAY TERMINATE
       The Tenant may terminate this Lease by notice to the Landlord unless the
       Landlord:
       (1)  within 3 months of receiving the Tenant's notice of termination,
            notifies the Tenant that the Landlord will reinstate the Premises:
            and
       (2)  carries out the reinstatement works within a reasonable time.

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COMMERCIAL TENANCY AGREEMENT CONDITIONS

11.3   EXCEPTIONS
       Clauses 11.1 and 11.2 do not apply where:
       (1)  the damage or destruction was caused by or contributed to, or arises
            from any wilful act of the Tenant or the Tenant's Employees; or
       (2)  an insurer under any policy effected by the Landlord refuses
            indemnity or reduces the sum payable under the policy because of any
            act or default of the Tenant or the Tenant's Employees.

11.4   LANDLORD MAY TERMINATE
       If the Landlord considers the damage to the Premises renders it
       impractical or undesirable to reinstate the Premises or the Building, it
       may terminate this Lease by giving the Tenant at least 1 month's notice
       ending on any day of the month. At the end of that month's notice, this
       Lease ends.
11.5   DISPUTE RESOLUTION
       (1)  Any dispute under this clause 11 must be determined by an
            independent qualified Valuer appointed by the president of the REIQ
            at the request of either party.
       (2)  in making the determination, the Valuer acts as an expert and the
            determination is final and binding on both parties.
       (3)  The cost of the determination must be paid by the parties equally
            unless otherwise decided by the Valuer.

11.6   LANDLORD NOT OBLIGED TO REINSTATE
       (1)  Nothing in this Lease obliges the Landlord to reinstate the Building
            or the Premises or the means of access to them.
       (2)  When reinstating the Building or the Premises, the Landlord is
            entitled to change their design, fabric, character or dimensions to
            comply with any law or lawful requirement.

11.7   ANTECEDENT RIGHTS
       Termination under this clause 11 does not effect either parties' accrued
       rights before termination.

12.    STAMP DUTY
12.1   The Tenant must pay all stamp duty and other government imposts payable
       in connection with this Agreement and all other documents and matters
       referred to in this Agreement when due or earlier if requested in writing
       by the Landlord.

13.    OPTION FOR FURTHER TENANCY
13.1   If a further term has been inserted in item 5 of the Reference Schedule
       and the Tenant:
       (1)  wishes to lease the Premises for the further term;
       (2)  gives notice to that effect to the Landlord not less than 3 months
            before and not more than six months before the Term expires: and
       (3)  has not breached this Tenancy; the Landlord must grant a further
            tenancy "FURTHER TENANCY") to the Tenant on the same terms as this
            Tenancy except for the Rent.
 13.2  (1)  The Rent for the Further Tenancy will be an amount to be agreed
            between the Landlord and Tenant and failing agreement 3 months
            before the Term expires the market rent for the Premises determined
            by an independent qualified Valuer (acting as an expert) nominated
            by the president of the REIQ at the request of either party.
       (2)  The Valuer's determination is final and binding on the parties.
       (3)  The Valuer's costs must be paid by the Landlord and Tenant equally.
            Either party may pay the Valuer's cost and recover one-half of the
            amount paid from the other party.

13.3   Before transferring any interest in the Land, the Landlord must obtain a
       signed deed from the transferee containing covenants in favour of the
       Tenant that the transferee will be bound by the terms of this Lease and
       will not transfer its interest in the Land unless it obtains a similar
       deed from its transferee.
13.4   This clause 13 will be omitted from the Further Tenancy.

14.    DEPOSIT AND COMMISSION
14.1   The Tenant must pay the Deposit to the Landlord's Agent on signing this
       Agreement.
14.2   The Deposit must be applied against the Rent payable by the Tenant on the
       commencement of the Term.
14.3   The Landlord agrees to pay the Agent's commission to the Landlord's Agent
       and authorises the Agent to draw the commission on the commencement of
       the Term from money received from the Tenant in payment of Rent.

15.    NOTICES
15.1   Any notice required to be given to any person under this Agreement must
       be:
       (1)  in writing: and
       (2)  given in accordance with section 257 of the "Property Law Act 1974"


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