SCOTTISH PACIFIC

                    BUSINESS FINANCE PTY LTD ACN 008 636 388

                         Subsidiary of Bank of Scotland

                                     [LOGO]


                         Undisclosed Factoring Agreement


                     Member of Factors Chain International.




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                                    CONTENTS
OVERVIEW

A.   SALE OF DEBTS                                                            I

     1        You Sell Trading Debts We Specify
     2        You Must Give Us Details etc. Relating to Transferred Debts
     3        Approved and Disapproved Debts
     4.       Purchase Price of the Transferred Debts
     5        When You Are Entitled to the Purchase Price
     6        You Are Also Entitled to Excess on Approved Debts
     7        Your Further Transfer Obligations

B.   DEALING WITH THE DEBTS                                                   3
     8        You Will be Our Collecting Agent
     9        Collecting Transferred Debts and Our Obligations to Report
     10       You Must Not Deal with Transferred Debts
     11.      Legal Proceedings
     12       What Happens if Approved Debts Not Paid?
     13.      Re-transfer of Disapproved Debts
     14       You Must Indemnify Us Against Loss
C.   OUR CHARGES                                                              6
     15.      We are Entitled to an Administration Charge
     16.      We May Adjust the Administration Charge
     17.      We May Be Entitled to a Discount Charge
     18.      We are Entitled to a Charge for Old Debts
     I9.      Minimum Administration Charge
     20       Other Charges
D.   CONTROL ACCOUNT AND PAYMENTS                                             7
     21       We Will Maintain a Control Account
     22       Payments By You and Us
     23       We Can Set-off Money You Owe Us
     24       We May Withhold Payment
E.   YOUR WARRANTIES AND OTHER OBLIGATIONS                                    8
     25.      Your Warranties in Relation to the Transferred Debts
     26.      Your Other Warranties
     27       Your Record Keeping Obligations etc.
     28.      Your Other Obligations
F.   VARYING AND ENDING AGREEMENT                                            12
     29.      We May Vary this Agreement
     30       Ending this Agreement
     31.      Effect of this Agreement Ending
     32.      We Will Re-transfer Remaining Debts
     33.      Compensation on Ending of this Agreement
G.   MISCELLANEOUS                                                           13
     34.      Miscellaneous Charges and Interest
     35.      Reimbursement of Payments
     36.      Assignment and Agency
     37.      Specimen Signatures etc.
     38.      Waiver, Consents and Approvals
     39.      Power of Attorney
     40.      Notices and Service
     41.      Governing Law and Courts
     42.      Evidence
     43.      Joint and Several Liability
     44.      Authority to Fill in Blanks, Entire Agreement and Severability
     45.      Legal and Financial Advice
     46.      Extended Obligations
     47.      Special Provisions
H.   INTERPRETATION AND DEFINITIONS                                          17
     48.      Interpretation
     49.      Definitions
SCHEDULE                                                                     20




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                                    OVERVIEW

Under this  agreement,  we will provide  factoring  facility to you. We purchase
debts  owed to you.  Those  debts  arise  from you  selling  goods or  providing
services.  We specify  which debts we will  purchase.  They  called  transferred
debts. We normally specify the transferred debts by a general  description which
includes  future debts.  How much we pay, and when we pay,  depend on whether we
have classified the debt as an approved debt or a disapproved debt.

This  diagram  is an  example  of a  typical  arrangement  where  the debt is an
approved debt

                                [graphic omitted]

The arrangement has many features.  Three are of particular interests:

o        You can receive  payment much earlier than would otherwise be possible.
         For an  approved  debt,  the  purchase  price is an  agreed  percentage
         (generally 80%) of the face value of the debt. We will pay the purchase
         price an agreed time after the debt arises,  but you can call for it to
         be paid early. You then pay a discount charge.  If we receive more than
         the purchase price in payment of the debt,  that excess is paid to you.
         The purchase  price for a disapproved  debt is the amount we receive in
         payment of the debt.

o        You will generally  retain contact with the debtor.  That means you are
         responsible for collecting the debt on our behalf. While the debtor may
         draw the cheque in your  favour,  the  debtor  must post it to our post
         office box.

o        We provide  regular reports to you accounting for your dealings with us
         and a monthly aged listing of transferred debts.

This  overview  is only a  summary  of some  features  of the  actual  factoring
agreement. You should read the following pages carefully. They set out the terms
of the agreement.




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                         UNDISCLOSED FACTORING AGREEMENT

This is an agreement  between us, Scottish Pacific Business Finance Ply Ltd. and
you, the person named in item 1(c).

                                A. SALE OF DEBTS

1.       You Sell Trading Debts We Specify

1.1      You transfer to us  completely  and  unconditionally  all Trading debts
         owed to you that we specify  to you.  You do so in return for us paying
         you $1.00 (which you acknowledge you have received), entering into this
         agreement with you, and for other valuable consideration.

1.2      We may  specify  both  existing  and  future  debts by type or  general
         description. We may, from time to time, vary our specification.

1.3      Debts in existence when specified become ours immediately.  Debts which
         do not exist when  specified  become  ours  immediately  they come into
         existence.

2.       You Must Give Us Details etc. Relating to Transferred Debts

2.1      You  must  promptly  give  us any  details  we ask for in  relation  to
         +transferred  debts.  You  must  give  us the  details  in the  form we
         require.

2.2      You must also promptly give us each of the following:

         o         a duplicate of each Invoice.

         o        any  information  you have in relation to the  validity of the
                  +transferred debt; the  creditworthiness  of the +debtor;  any
                  dispute or possible dispute about the  +transferred  debt, the
                  +contract or, the +goods or +services,  and anything else that
                  might affect the  collection of the  +transferred  debt or its
                  value to us.

         o        any original or copy  documents or  information  we ask for in
                  respect  of  the  +transferred   debt,  the  transfer  of  the
                  +transferred debt, the +contract, the +goods or +services, you
                  or the +debtor.

         o        any proof we ask for that the +goods have been accepted by the
                  +debtor or the +services  have been provided to the +debtor to
                  the satisfaction of the +debtor,  and any documents evidencing
                  your or the +debtor's compliance with the +contract.

         o         any proof of transfer of a +transferred debt that we ask for.

2.3      You must  give us each of those  things  as soon as  possible.  But the
         duplicate  Invoice must, in any event,  be delivered at least  fourteen
         days before the +debtor is due to pay.

2.4      You  must  do  anything  which  we  ask  to  enable  us to  verify  the
         +transferred  debts. We may, in your name,  verify a +transferred  debt
         with the +debtor.

3.       Approved and Disapproved Debts

         Each  +transferred  debt is an  Approved  debt,  unless  we  decide  to
         classify it as a Disapproved debt. We have a discretion to classify any
         +transferred  debt as a Disapproved debt at any time (including  during
         the  twenty-four  hour  period  referred  to in  clause  5.1),  and  to
         reclassify it as an Approved debt. We do not have to give vou notice of
         any of those decisions.

* Each reference lo an item means the relevant item in the schedule,  see clause
48.3
+See definitions on pages 17 - 19



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4.       Purchase Price of the Transferred Debts

4.1      The purchase price for an +approved  debt is the  percentage  stated in
         item 2 (or a different  percentage that we decide on at any time at our
         discretion) of the balance of the +net value of the +transferred  debt,
         less any allowances,  discounts and credits we allow. The purchase pace
         for a  +disapproved  deb,  is the amount of cleared  funds we  actually
         receive in payment of the debt.

4.2      If we decide to decrease  the  percentage,  you are entitled to give us
         notice, within seven days after we advise you of the decrease, that you
         are  ending  the  agreement.  If you do,  the  percentage  will  not be
         decreased.  The  agreement  will end at the end of the period stated in
         item 3(c). That period commences on the day you give notice.

5.       When You Are Entitled to the Purchase Price

5.1      You are entitled to payment of the purchase  price of an +approved debt
         on the day before the Recourse date. You may,  however,  call for early
         payment of the purchase  price - by one payment or a number of payments
         at any time twenty-four hours after you deliver the relevant  +invoices
         to us. If that is on a day that our  +principal  office is not open for
         business,  you will  instead be entitled to payment at the same time on
         the next  business day. If you call for early payment more than once in
         any week, we may, at our discretion, aggregate payments so that payment
         is not made more than once in any week.  We are  entitled to a discount
         charge under clause 17 if the purchase price is paid early.

5.2      You are  entitled to payment of the  purchase  price of a  +disapproved
         debt when, and to the extent that, we receive  cleared funds in payment
         of the  debt.  You will be  entitled  to that  amount by the end of the
         period specified in item 6 after the day we received the cleared funds.

5.3      If we  classify  an  +approved  debt  as a  +disapproved  debt,  we are
         immediately entitled to any part of the purchase price we have paid you
         for that debt that is in excess of the amount we have received from the
         +debtor for that debt.  You are entitled to any balance of the purchase
         price of that +disapproved debt in accordance with clause 5.2.

6.       You Are Also Entitled to Excess on Approved Debts

         If the +debtor  pays more for an  +approved  debt than we have paid you
         for it, you are entitled to the excess, to no more than the +net value,
         when we have received cleared funds in payment of the debt. You will be
         entitled  to that amount by the end of the period  specified  in item 6
         after the day we received the cleared funds.

7.       .Your Further Transfer Obligations

7.1      If we ask you to, you must do anything  necessary to perfect a transfer
         of a  Transferred  debt to us together  with the benefit of any related
         +guarantee or +security interest. That may include a transfer at law.

7.2      If, for any reason,  a Transferred  debt does not become ours, you must
         do anything we ask at any time to make it become ours.




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                            B. DEALING WITH THE DEBTS

 8.      You Will be Our Collecting Agent

8.1      You will be our  collecting  agent for the  purpose of  collecting  and
         enforcing payment of +transferred  debts. The terms of your appointment
         are as follows:

         (a)      You must promptly and efficiently  carry out those tasks, free
                  of any  charge  to us and in  accordance  with any  directions
                  which we may give.

         (b)      You must endorse  each  +invoice  with a notice,  in a form we
                  specify from time to time,  which  directs the +debtor to send
                  the payment to our post office box number.

         (c)      You must use all  reasonable  endeavours  to  ensure  that the
                  +debtor pays a  +transferred  debt by drawing a cheque payable
                  to you which the debtor posts to our post office box number

         (d)      Within seven days after the  commencement  of each month,  you
                  must deliver to us a statement  showing,  as at the end of the
                  previous month, the  +transferred  debts owing by each +debtor
                  and the period for which the debt has been  outstanding and an
                  aged payables  ledger.  Each must be in a form approved by us.
                  Within  those seven days,  you must also give us copies of any
                  other   records,   reports  and   statements   concerning  the
                  +transferred debts or the +debtors which we require.

         (e)      If,  contrary  to clause  8.1(c),  you  receive  money,  cash,
                  cheques,   money  orders,   negotiable  instruments  or  other
                  instruments  comprising a payment on account of a  Transferred
                  debt you must immediately  deliver them to us in the identical
                  form that you received it. Instead of delivering  those things
                  to us you must,  if we require it,  deposit  the money,  cash,
                  cheques,  money  orders,   negotiable  instruments  and  other
                  instruments into a bank account specified by us.

         (f)      Unless you have our consent, you must not issue a receipt or a
                  statement,  to any  +debtor in  relation  to any  +transferred
                  debt.

         (g)      Unless you have our consent,  you have no authority to release
                  or compound any +transferred  debt or to claim to do so, or to
                  do anything or not do anything, or permit something to be done
                  or not  done,  which  results,  or may  result,  in a right to
                  recover any +transferred  debt or right in respect of or under
                  any +transferred debt being prejudiced or affected.

         (h)      You must tell us  immediately a +debtor  claims to be entitled
                  to an allowance, discount or credit.

8.2      We may, at our discretion,  withdraw your authority under clause 8.1 by
         giving you notice.  We may do so either  completely,  or in relation to
         any particular +transferred debt or +debtor, or in relation to any type
         of +transferred debts or +debtors. We may, at our discretion.  restrict
         your  authority  or change  your  authority  in any way by  giving  you
         notice.

8.3      We may open any mail  addressed  to you which we  receive.  We may keep
         anything which relates  substantially  to a  +transferred  debt. As the
         +transferred debts belong to us, you irrevocably  authorise us and each
         of our +authorised officers to cash cheques,  money orders,  negotiable
         instruments  and other  Instruments,  even  though they may be drawn in
         your favour, and to retain the proceeds.

9.       Collecting Transferred Debts and Our Obligations to Report

9.1      If  we  believe  it  is  appropriate  for  the  purpose  of  collecting
         +transferred  debts, we will mail a monthly  statement to +debtors.  So
         long as your authority has not been  withdrawn  under clause 8.2 and we
         have not given  notification  under clause 9.2,  the monthly  statement
         will be sent on your  letterhead  and  will ask the  +debtor  to pay by
         drawing a cheque in your favour and then  posting it to our post office
         box number.

9.2      We may notify any +debtor that a debt has been transferred to us if we,
         in our  discretion,  consider it is necessary or desirable to do so. We
         do not have to notify you. We may direct the +debtor to pay the

See clause 9.1
See definitions on pages 17 - 19



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         +transferred  debt to us or to any other person.  If we ask you to, you
         must give notice to a +debtor that a debt has been  transferred  to us.
         We may  require  you to endorse any  +invoice  which we specify  with a
         notice of  transfer  in a form we  specify.  If we ask you to, you must
         direct  a  +debtor  to pay a  +transferred  debt to us or to any  other
         person.  You  irrevocably  authorise  us and  each  of our  +authorised
         officers  to give a notice or  direction  of that type to a +debtor  on
         your behalf.

9.3      If  we  withdraw  your   authority,   you  must  stop   collecting  all
         +transferred debt and you must not get or attempt to get payment to you
         of  any  +transferred  debts.  If  your  authority  is  only  partially
         withdrawn,  or you are advised that a +debtor has been  notified of the
         transfer of a +transferred  debt:, or we have requested that you direct
         a +debtor to pay a  +transferred  debt to us, you must stop  collecting
         the  +transferred  debts and you must not get or attempt to get payment
         to you of  the  +transferred  debts.  In  each  case,  you  must  still
         immediately  deliver to us, in the identical  form you received it, the
         money, cash, cheques,  money orders,  negotiable  instruments and other
         instruments  comprising  a payment on account  of a  +transferred  debt
         which you receive, see Item 9 of schedule.

9.4      If clause 9.3  applies we have the sole  right to collect  and  enforce
         payment of the relevant  +transferred debts and you must do anything we
         require to help us to collect  them We may collect  those  +transferred
         debts in the way we think appropriate. We may give time for payment, or
         release or compromise any of those  +transferred debts as we think fit.
         If we do, that does not  prejudice  our rights under this  agreement or
         confer any right on you.

9.5      You must, at your expense, promptly mail invoices, unless we advise you
         that we wish to mail  them.  You must  tell us  immediately  a  +debtor
         claims to be entitled to an allowance, discount or credit.

9.6      We will maintain a debtors' ledger in relation to +transferred debts.

9.7      We will give you a statement each +month containing an aged analysis of
         the amounts owed by each +debtor,  and any money we receive in relation
         to +transferred debts.

10.      You Must Not Deal with Transferred Debts

         Because the +transferred debts belong to us, you must not

         (a)      collect  or  enforce  payment of any  +transferred  debts,  or
                  attempt to do so, except in accordance with your authority.

         (b)      create or attempt to create a +security  interest  over any of
                  them, or deal or attempt to deal with any of them in any way.

         (c)      attempt  to get a +debtor  to pay  anything  in respect of any
                  +transferred  debt to you or anyone else except us,  except in
                  accordance with your authority.

         (d)      adjust (whether by giving allowances, discounts, credits or in
                  any other  way),  litigate,  enforce  compromise,  set-off  or
                  discharge any  +transferred  debt, or allow anything to happen
                  which might put someone else in the position of being able to.

         (e)      issue credit notes in respect of a  +transferred  debt without
                  our approval.  If we give approval,  you issue the note on our
                  behalf. We may give approval in relation to a specific debt or
                  by a general  description of the extent of your authority.  We
                  may, at our discretion,  change or revoke that authority.  You
                  must report on the credit notes which are issued in the way we
                  require.

11.      Legal Proceedings

11.1     We are entitled at our  discretion,  to commence  legal  proceedings in
         relation to a +transferred debt. We may conduct the proceedings in your
         name.  We may  settle any claim by or against us or you on any terms we
         think fit.

+See definitions on pages 17 - 19




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11.2     You may ask us to commence  legal  proceedings to recover a Transferred
         debt.  We may  agree  to do so if you  give  us  security  that  we are
         satisfied  with in relation to the costs of those  proceedings  and the
         possibility of an adverse result.  If you do not provide that security,
         or if proceedings  have not been commenced  within  fourteen days after
         you have provided it, you may ask us to re-transfer the debt. If you do
         that, you must repay the amount we paid you for the debt, less anything
         we have  received in relation  to it. When you repay that  amount,  the
         debt is  re-transferred  to you  without  the need for any  document to
         effect the re-transfer. We will formally re-transfer it to you, at your
         expense,  if you ask us to. We warrant that, on  re-transfer,  you will
         obtain  the same  title  (if any) as we  receive.  However,  we give no
         warranty as to the validity, enforceability or amount of the debt.

11.3     If we ask you to, you must, at your expense,  make  available to us any
         books, documents or other evidence we reasonably require in relation to
         any  proceedings  concerning a Transferred  debt, or proceedings  under
         this  agreement,  a  +contract  or a related  agreement.  You must also
         attend,  and get other  people to  attend,  to give  evidence  in those
         proceedings

12.      What Happens if Approved Debts Not Paid?

         If, by the Recourse date, we have not received cleared funds on account
         of an  +approved  debt at least equal to the amount we paid you for the
         Approved debt, you must pay us the shortfall. You will then be entitled
         to anything  which the +debtor pays after the +recourse date in respect
         of that debt.  You will be  entitled  to that  amount by the end of the
         period  specified in item 6 after the day we receive the cleared funds.
         However, you must continue to deliver to us money, cash, cheques, money
         orders,  negotiable  instruments  and other  instruments  comprising  a
         payment on account of that debt in the identical form that you received
         it.

13.      Re-transfer of Disapproved Debts

         We are entitled, at our discretion,  to re-transfer a +disapproved debt
         to you at any  time.  If we  decide to  retransfer  the  debt,  we will
         formally  re-transfer it to you, at your expense,  if you ask us to. We
         warrant that on re-transfer  you will obtain the same title (if any) we
         received.   However,   we  give  no  warranty   as  to  the   validity,
         enforceability or amount of the debt.

14.      You Must Indemnify Us Against Loss

14.1     You  must   continuously,   both  during  and  after  this   agreement,
         immediately indemnify us against expenses or losses of any kind that we
         may incur in relation to any failure by you to perform your obligations
         under  this  agreement  or in  relation  to a  Transferred  debt.  This
         includes a loss which we incur by a +debtor making a claim for which we
         may be liable; or because we hand over a payment which we have received
         from you, a +guarantor  or a +debtor  (irrespective  of whether we were
         obliged to hand over the payment); or on account of duties, forwarder's
         fees, storage charges,  shipping charges, sales or excise taxes, import
         duties or other  expenses;  or in  connection  with the  transfer  of a
         Transferred  debt to us; or as a result of the  breach,  inaccuracy  or
         non-observance of your warranties under this agreement

14.2     You must also  continuously,  both  during  and after  this  agreement,
         immediately  indemnify  us against any expense or loss of any kind that
         we may incur in relation to proceedings begun by us under clause 11.

                                 C. OUR CHARGES

15.      We are Entitled to an Administration Charge

15.1     We  are  entitled  to an  administration  charge  in  relation  to  all
         Transferred  debts when you give, or should give, the relevant +invoice
         to us. This charge is calculated by multiplying the +net value of those
         debts by the percentage stated in item 4(a).

+See definitions on pages 17 - 19



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15.2     If we, in our discretion,  withdraw your authority under clause 8.1 the
         administration  charge  payable by you under clause 15.1 will increase.
         The charge will then be calculated by multiplying the +net value of the
         +transferred debts by the percentage stated in item 4(b)

15.3     In addition to the  administration  charge payable under clause 15.1 we
         are  entitled  to an  additional  administration  charge in relation to
         Transferred  debts  which  exist  at the date of this  agreement.  This
         charge is  calculated by  multiplying  the +net value of those debts by
         the percentage stated in item 4(c).

16.      We May Adjust the Administration Charge

16.1     We are entitled to adjust the administration charge in order to achieve
         our +expected rate of return in relation to Transferred debts. This may
         be necessary, for example, if:

         o        the average +net value of the debts  (excluding debts existing
                  at the  commencement of this  agreement)  during any period of
                  thirty days is less than the amount stated in item 4(d),

         o        the number of your  +debtors is more than the number stated in
                  item 4(e), or

         o        the number of days your  ledger  turns is more than the number
                  stated in item 4(f).

16.2     We must give you notice of that adjustment. The adjustment takes effect
         on the date and in the manner stated in the notice.

17.      We are Entitled to a Discount Charge

17.1     A discount charge is payable by you if we pay you early under clause 5.
         1.

17.2     The charge is calculated by multiplying the daily balance of the amount
         paid by us on account of the purchase  price of the debt (less anything
         we have  received in relation to that debt) by the daily  equivalent of
         the  +prevailing  rate. The charge is calculated from the day the first
         early payment is made until the +recourse  date. We are entitled to the
         discount charge daily or, at our election on a less frequent basis.

18.      We May Be Entitled to a Charge for Old Debts

         We are  entitled  to a charge  for old debts if we, in our  discretion,
         withdraw  your  authority  under  clause 8.1.  That  charge  applies in
         relation  to each  Transferred  debt for  which  we have  not  received
         cleared funds in payment of the debt on or before the  +recourse  date.
         The charge is calculated by  multiplying  the +net value of the debt by
         the percentage  stated in item 4(h).  The charge is calculated,  and we
         are entitled to it, on the day after the Recourse  date and on the last
         day of each subsequent month.

19.      Minimum Administration Charge

19.1     If the  total of our  administration  charges  under  clause  15 in any
         period of twelve +months is less than the amount stated in item 4(i) as
         our estimated  administration  costs, we may adjust the  administration
         charge for the twelve +months  following that period.  We must give you
         notice in writing of the adjustment.

19.2     We are entitled.  as a liquidated  sum, to the  difference,  during the
         twelve  +months  preceding  the  giving of that  notice,  or any lesser
         period we choose,  between our estimated  administration costs, and the
         administration  charges we have  actually  become  entitled to, for the
         relevant period.

20.      Other Charges

We may also be entitled to fees, charges and interest under clause 34.

+See definitions on pages 17 -19



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                         D. CONTROL ACCOUNT AND PAYMENTS

21.      We Will Maintain a Control Account

21.1     We will maintain a control account in relation to the following:

         o        any money we or you become entitled to under this agreement.

         o        the purchase  price for an +approved debt which you may ask us
                  to pay early under clause 5.1.

         o        any money you pay us or we pay you.

21.2     Each +month,  we will send you a statement of the control account.  You
         will not be entitled  to claim that there is an error in the  statement
         unless you notify us about it in writing within  twenty-one  days after
         the date of the statement.


22.      Payments By You and Us

22.1     You must  pay  money to which  we are  entitled  by  providing  us with
         cleared  funds  without any  deduction  at all.  You must pay us at our
         +principal office immediately the money is due.

22.2     Payment is made by us when we draw a cheque in your  favour or initiate
         an electronic funds transfer to your nominated account.


23.      We Can Set-off Money You Owe Us

23.1     Against  any money that we or an +entity  which is  +related  to us owe
         you, we are entitled to set-off any money that you or an +entity  which
         is  +related  to you owe us or an +entity  which is related to us. This
         includes money owed  contingently or  prospectively.  It includes money
         which is owed  under the  control  account  or on any other  account or
         basis.  If an amount owed  cannot be  immediately  ascertained,  we are
         entitled to make a reasonable estimate.

23.2     If you owe money to any of us and you are entitled to call for an early
         payment  of the  purchase  price  under  clause  5.1,  we  may,  at our
         discretion,  treat you as if you had called for early  payment.  We may
         act-off the money you owe us against that purchase price.


24.      We May Withhold Payment

24.1     In any of the  following  circumstances,  we may  withhold  any payment
         which is due to you:

o        you have not  complied  and  continue  not to  comply  with any of your
         obligations  under  this  agreement,  even  if the  obligation  is of a
         non-monetary nature.

o        any of the circumstances  referred to in clause 30.2 are subsisting (or
         may occur  simply  through  the  passing of time or after the giving of
         notice).

o        we have given you notice under clause 30 that this agreement is to end.

24.2     If we have  received a payment and we believe  that there may be a risk
         of us  having  to hand  over that  payment,  then we may  withhold  the
         corresponding  payment  under  clauses  5.2  or  6  until  we,  in  our
         discretion,  consider that there is no longer a risk.  The indemnity in
         clause 14.1 continues  even if we do not withhold  payment or decide to
         release a previously withheld payment.

# See clauses S.3, 11.2, 12. Id, 15, 17, J8. 19, 33, 3', 35 and 39
* See clauses S.1. 5.2, 6 and 12
+See definitions on pages 17 - 19



<PAGE>
                                       -8-

                    E. YOUR WARRANTIES AND OTHER OBLIGATIONS

25.      Your Warranties in Relation to the Transferred Debts

25.1     In  relation  to  each  Transferred  debt,  you  warrant  each  of  the
         following,  unless you advise us  otherwise  ire writing when or before
         the relevant duplicate +invoice is delivered to us:

         (a)      the details  you give of the debt and the +goods or  +services
                  are correct.

         (b)      the currency of payment is  Australian  dollars and the +goods
                  were sold by you and  accepted by a person in Australia or the
                  Services were performed by you in Australia.

         (c)      you  have   performed   all   obligations   required  for  the
                  enforcement of the debt.

         (d)      the debt is valid and enforceable for the full face value less
                  only an  allowance,  discount or credit shown on the +invoice;
                  and the  +debtor  is liable to pay that  amount in full by the
                  +recourse  date.  or the date  for  payment  specified  on the
                  +invoice, if that is earlier; and the debt is not disputed, of
                  voidable,  and is not  subject to any  conditions  of any type
                  which might affect its collection.

         (e)      there  are no  contra  accounts,  set-offs,  counterclaims  or
                  deductions allowable or enforceable in relation to the debt or
                  the  +debtor  and the  debt  does not  arise  from any form of
                  progress claim.

         (f)      the debt has arisen in the ordinary course of your business as
                  described  in item l(d),  and results  from an actual and bona
                  fide sale of  +goods,  or  performance  of  +services,  in the
                  ordinary course of that business.

         (g)      you have an  unqualified  right to transfer the debt to us; we
                  will obtain a valid and  unencumbered  title to the debt under
                  this  agreement in accordance  with the laws specified in item
                  8, and the +debtor  will pay the debt in full by the  Recourse
                  date, or by the date for payment specified on the +invoice, if
                  that is earlier.

         (h)      the +goods purchased by the +debtor are in accordance with the
                  +contract,  are the items  describer  in the +invoice and have
                  been  delivered  to  and  accepted  by  the  +debtor;  or  the
                  +services have been performed in accordance with the +contract
                  to the  satisfaction of the +debtor and are those described in
                  the +invoice.

         (i)      you have paid on time all fees,  duties,  taxes and charges to
                  enable  the  +goods  to be  delivered  to the  +debtor  or the
                  +services to be performed.

         (j)      you have  complied  with all laws  relating  to the debt,  the
                  +goods or Services and their delivery of performance.

         (k)      you have done nothing which could make us liable in respect of
                  the debt, the +goods or +service; or the +contract.

         (1)      the proper law of the +contract and the debt is the law of the
                  place specified in item 8.

         (m)      you have  disclosed in full your trading terms relating to the
                  debt and the  +contract,  and you will not attempt to waive or
                  modify them, or extend the time for payment.

         (n)      the  duplicate  of the +invoice for the debt given to us under
                  clause 2.2 is exactly  the same as the  +invoice  given to the
                  debtor; and the +invoice is dated no earlier than the date the
                  +goods  an  accepted  by the  +debtor  or  performance  of the
                  +services is completed  and no later than  fourteen days after
                  that date.

         (o)      immediately  before the +goods  relating to the debt were sold
                  to the +debtor,  you had good and  unencumbered  title to them
                  and none of your  suppliers  or other  persons  will  have any
                  claim to any +goods or the proceeds of sale of any +goods; and
                  there is no  requirement  that the  proceeds of sale of any of
                  the +goods be held (on trust or otherwise) for or be paid to a
                  supplier or other person.

         (p)      you have  disclosed  to us, and have  preserved,  any Security
                  interest  or  +guarantee  granted or arising to better  secure
                  payment of the debt.

         (q)      the +debtor has an  established  place of business,  is not an
                  Associate  of yours,  and has no rich which  would  reduce the
                  +net value of the debt.

+See definitions on pages 17 - 19


<PAGE>

                                       -9-

25 2     In relation to each +transferred debt, you agree that:

         (a)      each warranty under clause 25.1 will remain  accurate in every
                  respect.

         (b)      you will  immediately  give us any  information  you obtain in
                  relation to the validity of the debt, the  creditworthiness of
                  the +debtor;  any dispute or possible  dispute about the debt,
                  the +contract,  or the +goods or +services;  and anything else
                  that might affect the  collection of the debt, or its value to
                  us.

         (c)      you will perform all obligations  imposed on you in respect of
                  the debt,  whether the obligations arise by agreement or under
                  any law.

         (d)      you will  deal with  each  payment  you  receive  strictly  in
                  accordance with clauses 8 and 9.


26.      Your Other Warranties

         You also warrant to us each of the following:

         (a)      you  have  disclosed  to  us  in  writing  all  your  existing
                  +financial  indebtedness.  all +security interests over any of
                  your assets, and all +guarantees which you have given.

         (b)      you will not incur any further +financial indebtedness, create
                  any  further  +security   interests,   or  allow  any  further
                  +financial  indebtedness  or +security  interests to continue,
                  without obtaining our consent.

         (c)      you are and will remain solvent, and you do not have, and will
                  not have. any creditors  account (except one we approve) which
                  is more than 120 days overdue.

         (d)      you have paid, and will pay on time, any tax payable by you in
                  respect  of your  business  activities  or your  employees  or
                  contractors, and you will lodge all tax returns on time.

         (e)      you will not do any of the following without our consent:

                  (i)      lend any money or arrange to lend money to anyone, or
                           give a +guarantee.

                  (ii)     anything  which may make you liable to a third party,
                           except in relation  to goods or services  supplied to
                           you or work  done for you in the  ordinary  course of
                           your business as described in item I (d).

                  (iii)    become liable to pay for goods or services before the
                           goods are delivered or the services are performed.

                  (iv)     sell +goods on approval, with any right of return, or
                           on consignment

                  (v)      retain or attempt to retain title to any +goods.

                  (vi)     allow  payment  to be  made  to you in the  case of a
                           +transferred  debt  over a period  which is more than
                           the period referred to in clause 25. l(d).

                  (vii)    allow payment to be made to you in the case of a debt
                           which is not a +transferred  debt later than 120 days
                           after the end of the +month in which the debt arose.

                  (viii)   subscribe  for,  or take an option on,  share or loan
                           capital of any type, or agree to do so.

(f)      you have the  power to enter  into  this  agreement  and  perform  your
         obligations under it, and will continue to have that power.

(g)      your  entering  into  this  agreement  and  the   performance  of  your
         obligations under it will not breach any other agreement binding on you
         or any other person or breach any lay.

(h)      you do not act and will not act as the  trustee  of any trust  (whether
         under a trust deed, will, deed of settlement or other instrument,  or a
         trust arising by law or implication),  except a trust specified in item
         7.

(i)      all +invoices you use and your terms of trade for the sale of +goods or
         the provision of +services are, and will be, in a form approved by us.

+See definitions on pages 17 - 19



<PAGE>

                                      -10-

         (j)      each of your  obligations  under  this  agreement  is and will
                  continue to be valid, binding and enforceable.

         (k)      you  enter  into  this   agreement   wholly  for  business  or
                  investment purposes.


27.      Your Record Keeping Obligations etc.

27.1     You must keep proper and accurate  books of account in accordance  with
         the law and applicable accounting standards. In addition, you must make
         an appropriate  entry in your records  immediately  after the sale of a
         Transferred debt.

27.2     You must, at your expense,  allow us to inspect any records,  including
         books,  accounts,  ledgers and any other  documents.  This includes any
         records  that  relate  to  a  Transferred  debt,  a  +debtor,   +goods,
         +services,  or taxes.  We are entitled to copy anything we want to, and
         to take a printout of any records on computer;  and to take  possession
         of the relevant  documents to do so. We are entitled to take possession
         of records relating  exclusively to Transferred  debts. If any relevant
         records are not in your  possession or under your control,  you must do
         everything that is necessary to enable us to inspect and copy them and,
         where  appropriate,  take  possession of them.  The records must not be
         removed from the address specified in item 1(c) without our approval.

27.3     You must give us a copy of your accounts, including your balance sheet,
         your  trading  and  profit and loss  accounts,  any other  accounts  we
         require,  and any related  information we ask for. You must give all of
         them in the form and with the detail we require whenever we ask you to.
         In any event, you must give us a copy of them, as at the date specified
         in item  5(a),  for  the  preceding  period  specified  in  item  5(b).
         Thereafter,  you  must  give a copy of them to us as at the end of each
         successive  period  specified in item 5(b). In each case, you must give
         them to us no more.  than 20 days  after the end of the period to which
         they relate.

27.4     If we ask you to, your accounts must be audited by a person  registered
         as an auditor  under  section 1280 of the  Corporations  Law. If you do
         not, we may appoint an auditor to audit the accounts at your expense.

27.5     You must give us,  within  thirty days after we ask for it, a statement
         setting  out all your  outstanding  liabilities,  including  contingent
         liabilities. as at the date we specify.

27.6     The  documents  to be given  under  clauses  27.3 and 27.5 must each be
         certified  as  being  accurate  and  complete  by you or,  if you are a
         Corporation,  by  two  directors,  or by  one  director  and a  company
         secretary. If we ask you to, you must cause each +associated company to
         do the  things  that you are  required  to do under  this  clause 27 in
         relation to records and accounts.


28.      Your Other Obligations

28.1     You must  co-operate  fully with us to help us obtain the  benefits  we
         seek under this agreement.  You must follow any procedures which we set
         from  time  to time  for  the  performance  of  this  agreement.  These
         procedures may include  requirements  concerning notices of transfer of
         Transferred  debts and the provision of proof that the +goods have been
         accepted by the +debtor or the Services  performed to the  satisfaction
         of the +debtor

28.2     You must  immediately  give us a list of your bank accounts.  If you do
         not  already  have a bank  account  you  must  open one and give us the
         details.  You must not open any other bank account without our consent.
         If we ask you to,  you  must  also  give us a signed  letter  in a form
         approved by us for each of your bank  accounts.  asking the bank to pay
         us any money it receives for that account directly from a +debtor.

28.3     You must inform us and keep us informed of:

         (a)      the name and registered address of your +entity or any +entity
                  in  which  you  or,  if you  are a  "corporation,  any of your
                  directors or shareholders  has a direct or indirect  interest,
                  except through

+See definitions on page sl7 - 19



<PAGE>
                                      -11-

                  a  shareholding  of less  than 5% of the  issued  shares  of a
                  +corporation listed by the Australian Stock Exchange Limited.

         (b)      any  partial  or  total  change  in   ownership,   control  or
                  shareholding in you or by you in any +entity,  except a change
                  of less than 5% in your shareholdings in a +corporation listed
                  by the Australian Stock Exchange Limited.

         (c)      the names of your Associated companies, and corporations which
                  become or cease to be your Associated companies.

         (d)      any change in the nature of your business,  or in your auditor
                  or external  accountants;  and, if you are a Corporation,  any
                  change  in  your  directors,   company  secretary,  or  public
                  officer;  and,  if you are a  partnership,  any  change in the
                  identity of the partners.

28.4     If you are a  Corporation,  you  must  cause  any new  shareholder  and
         director  to execute  any  documents  we  require to better  secure the
         performance  of this  agreement.  This  may  include  a  guarantee  and
         indemnity of your obligations both before and after the change.  If you
         are a  partnership,  you must cause any new  partner to sign a document
         that we require to bind that partner to this agreement.

28.5     You must immediately tell us in writing:

         (a)      if a Corporation becomes or ceases to be +related to you.

         (b)      if an Associate of yours becomes a +debtor.

         (c)      of the terms upon which goods,  or materials  which may become
                  +goods or which may be incorporated into +goods,  are supplied
                  to you. You must obtain any waiver or variation in relation to
                  those terms that we ask you to.

         (d)      if something has happened which may affect your  warranties or
                  obligations,  or which may give us the right to terminate this
                  agreement under clause 30.2.

28.6     You  must  transfer  to us,  in the  form we  require,  your  insurance
         policies relating to Transferred debts and the +goods.

28.7     If you do not perform any of your obligations under this agreement,  we
         may, at our  discretion,  remedy the default,  in whole or in part. You
         must pay to us on demand any sum which we see fit to pay in relation to
         the default.


                         F. VARYING AND ENDING AGREEMENT

29.      We May Vary this Agreement

         We may vary this  agreement  after the end of the period stated in item
         3(b) by giving you one +month's notice of the variation.  The variation
         will take effect at the end of the notice period.  However, you will be
         entitled  to give us notice  within  seven  days  after the date of our
         notice that you are ending the agreement. If you do, the agreement will
         not be varied.  Instead, it will end at the end of the period stated in
         item 3(c) from the day you gave notice.


30.      Ending this Agreement

30.1     After the end of the period stated in item 3(b):

         o         we can end this agreement by giving you one +month's notice;

         o        you can end this  agreement  by giving us the period of notice
                  stated in item 3(c).  If,  after you give us this  notice,  we
                  agree to you not paying us on time the amount we are, or would
                  become,  entitled to under clause 31.1 (a),  your notice is to
                  be treated as not having been given.

+See definitions on pages 17 - 19



<PAGE>

                                      -12-


30.2     However, we may end this agreement either:

         o         immediately, without notice; or

         o         at the end of any period we, in our discretion,  specify in a
                   notice to you,

         if we believe  that any of the  following  has  occurred or is the case
         (whether it is within your control or not and without the necessity for
         any notice from us):

         (a)      you fail to pay on time any money due under this agreement.

         (b)      you  fail to  comply  with any  other  obligation  under  this
                  agreement or any other agreement with us or Andy  +corporation
                  which is +related to us, and we believe:

                  (i)      that the failure cannot be remedied, or

                  (ii)     that the failure can be  remedied,  but you do not do
                           so within seven days after the failure happens.

         (c)      a  representation  or warranty by you under this  agreement or
                  any  other  agreement  with  us or any  Corporation  which  is
                  +related to us is not true or is  misleading  in any  material
                  respect.

         (d)      any part of this agreement is unenforceable.

         (e)      your business  changes from that described in item l(d) or the
                  volume of that business changes substantially.

         (f)      you or any  other  person  breach  any  obligation  under  the
                  +debenture deed.

         (g)      you or a +guarantor breach any obligation under or in relation
                  to any +security interest, any +guarantee, a Transferred debt,
                  the transfer of a Transferred debt, the Contract or a +debtor.

         (h)      any of our payments to you is not used in the ordinary  course
                  of your business as described in item l(d).

         (i)      you deal or claim  to deal in any way with the  proceeds  of a
                  Transferred  debt, except within the terms of your appointment
                  as our  collecting  agent  under  clause  8. This  means,  for
                  example,  that we may end this  agreement  if you  deposit the
                  money in your bank account.

         (j)      any of the adverse events  referred to in the +debenture  deed
                  as an Event of Default or Potential Event of Default happens.

30.3     Even if we have  given you a period  of  notice  to end this  agreement
         under  clause  30.2,  we  are  entitled  during  that  period,  at  our
         discretion,  to end this agreement  immediately,  without nonce,  if we
         consider it prudent to do so.

31.      Effect of this Agreement Ending

31.1     When this agreement ends:

         (a)      all +approved debts will be regarded as Disapproved debts, and
                  you  must  immediately  pay to us all  money  to  which we are
                  entitled.

         (b)      we will give you a statement of the amount owing which may, if
                  we choose, take into account any set-off rights we have.

         (c)      the  transfer  of  Transferred  debts  continues  until we are
                  satisfied  that  all  of  your  liabilities  to us  have  been
                  discharged,  and that  there is no risk of us  having  to hand
                  over any payments you, a +debtor,  a +guarantor,  or any other
                  person  has  made  to us.  Those  debts  will be  regarded  as
                  Disapproved debts.

         (d)      we can still rely on, and you must  continue  to comply  with,
                  the provisions of this agreement until all money which you owe
                  us has been  paid and  there is no risk of us  having  to hand
                  over any payments you, a Debtor,  a  +guarantor,  or any other
                  person has made to us.


+See definitions on pages 17 - 19


<PAGE>

                                      -13-

31.2     The liability  referred to in clause 31.1(c) includes the charges which
         we  are  entitled  to  under  clauses  15  and  34 in  respect  of  the
         +disapproved debts referred to in clause 31. I (c).


32.      We Will Re-transfer Remaining Debts

         When we are satisfied that your liability has been  discharged and that
         there is no risk of us having to hand over any payment  you, a +debtor,
         a  +guarantor,  or any other  person,  has made to us, we will, at your
         expense,  retransfer any remaining Transferred debts to you. We warrant
         that,  on  re-transfer,  you will  obtain  the same  title  (if any) we
         received.   However,   we  give  no  warranty   as  to  the   validity,
         enforceability or amount of the debt.


33.      Compensation on Ending of this Agreement

         You  acknowledge  that,  to carry out our part of the bargain,  we will
         incur  substantial  overhead  costs,   including  employment,   rental,
         equipment and finance  facility costs.  Consequently,  if the agreement
         ends because of one of the circumstances set out in clause 30.2, we are
         entitled,  as a liquidated  sum, to the amount  stated in item 4(i). If
         the agreement ends for some other reason (except by you ending it under
         clauses  4.2 or 29),  we are  entitled,  as a  liquidated  sum,  to the
         difference,  during the twelve +months  preceding the agreement ending,
         or any lesser period we choose,  between the amount stated in item 4(i)
         and the  administration  charges we have  actually  become  entitled to
         under clause 15 for the relevant period.

                                G. MISCELLANEOUS

34.      Miscellaneous Charges and Interest

34.1     We are immediately  entitled to payment by you, without demand,  of all
         costs, charges and expenses we incur in relation to this agreement, and
         in  administering  it and  enforcing  it.  "Administering  it" includes
         taking a transfer of Transferred debts and re-transferring them to you.
         It also includes  receiving and recovering money owed in respect of the
         Transferred debts, receiving and paying money under this agreement, and
         the issue and conduct of legal proceedings, whether in your name or our
         name, against a +debtor.

34 2     In the case of legal  expenses,  our entitlement is on a full indemnity
         basis for whatever expenses we agree to pay.

34.3     The costs, charges and expenses include postage,  telephone and courier
         bags at our standard rates; bank, wire and electronic transfer charges,
         financial  institutions  duty,  bank accounts  debits tax,  stamp duty,
         transaction duty and penalties,  registration  fees and charges for any
         credit checks.

34.4     If you fail to pay any amount on the due date for payment, you must pay
         interest  on that amount  from the date  payment  should have been made
         until it is paid. The rate of interest is the +prevailing rate. We will
         calculate the interest daily. You must pay it on demand. We may add any
         overdue  interest  to the amount  you owe.  You will then be liable for
         interest on the total amount.


35.      Reimbursement of Payments

35.1     If, for any  reason,  we become  liable to pay any  amount  that you, a
         +debtor,  a +guarantor or any other person has paid to us, you must pay
         that amount to us.

35.2     If we pay an  amount on the basis of a  document  (including  a cheque,
         money  order,  negotiable  instrument  or  other  instrument)  which is
         subsequently  dishonoured,  you must pay us that amount  (together with
         all associated costs, including legal costs, which we have incurred).

+See definitions on pages 17 - 19




<PAGE>
                                      -14-


36.      Assignment and Agency

36.1     We are  entitled  to  assign  this  agreement  or any of our  rights or
         obligations under it. You may only do so with our written consent.

36.2     We are  entitled  to  appoint  someone  else to act on our behalf or to
         represent  us in relation to anything we are entitled to do, or you are
         under an obligation to do, under this agreement.


37.      Specimen Signatures etc.

         You must give us specimen  signatures of the people who are  authorised
         to sign documents on your behalf.  If you are a  Corporation,  you must
         give us a a copy of the board  resolution  authorising  them.  You must
         inform us immediately of any change in the authorised  people, and give
         us specimen  signatures of any people newly authorised,  together with,
         if you are a Corporation,  a copy of the relevant board  resolution.  A
         request for early  payment under clause 5.1 does not have to be made in
         writing  and does not  have to be made by a person  authorised  to sign
         documents.

38.      Waiver, Consents and Approvals

38.1     If we waive a breach by you of a term of this  agreement or release you
         from an  obligation  under it,  that does not amount to a waiver of any
         later breach or a release from any other obligation.  Nor does it imply
         that we  consent  to any later  breach.  To be  effective,  a waiver or
         release  by us must be in  writing,  and must be signed by us or one of
         our +authorised officers.

38.2     No delay or failure by us in exercising any right,  privilege or option
         will  operate  as a waiver of that or any  other  right,  privilege  or
         option.

38.3     Where this  agreement  requires that we consent to something or approve
         of something,  our prior written  consent or approval is required.  The
         consent or approval  must be signed by us or by one of our  +authorised
         officers.  We are  entitled to give or withhold our consent or approval
         at  our  discretion.  We  may  give  our  consent  or  approval  on any
         conditions we like.

38.4     We do not have to give you any reasons for decisions  which we may make
         under this agreement.


39.      Power of Attorney

39.1     You irrevocably appoint us, each of our +authorised  officers,  and any
         solicitor  acting  on  our  behalf,  jointly  and  severally,  as  your
         attorneys  for signing any documents  and doing  anything  necessary to
         give effect to this agreement; to transfer a Transferred debt to us; to
         perfect a security;  to make an arrangement  or compromise;  to take or
         defend  legal  proceedings  (in your name or  otherwise);  to endorse a
         cheque,  money order,  negotiable  instrument or other  instrument;  to
         effect a legal assignment; and to do anything necessary for us to stand
         in your place in respect of all Transferred debts. You also appoint the
         attorneys to open and deal with all mail addressed to you, to deal with
         money and  cheques,  money  orders,  negotiable  instruments  and other
         instruments  in  relation  to any debt;  to endorse  your name upon any
         notes,   acceptances,   cheques,   drafts,  money  orders,   negotiable
         instruments,  other  instruments  and  other  evidence  of  payment  of
         Transferred  debts; to deposit or collect them; to endorse any bills of
         lading,  other  shipping  documents  or  any  insurance  documents;  to
         discharge  a debt  you owe to  someone  else;  and to give a  direction
         contemplated by clause 9.2.

39.2     If an attorney  discharges a debt you owe, we are entitled to immediate
         payment of the  relevant  amount from you. An attorney is not liable to
         you for anything done by the attorney.

+See definitions on pages 17 - 19





<PAGE>

                                      -15-

40.      Notices and Service

40.1     A notice or demand  from us to you must be in writing  and be signed by
         us, one of our +authorised  officers, or someone else authorised to act
         on our  behalf.  It may be served by giving it to you, by sending it to
         you by telex,  cable or facsimile  transmission,  or by posting it in a
         pre-paid  envelope  to you at the  address  stated  in item  l(c),  the
         address of your registered  office, or your business address last known
         to us. A notice or demand sent by cable is to be treated as having been
         received  by you when it is left at any of those  places.  A notice  or
         demand  sent by telex is to be treated as having  been  received by you
         when we receive your answerback code at the end of the transmission.  A
         notice or demand  sent by  facsimile  transmission  to your last  known
         number is to be treated as having been  received by you when we receive
         an error free  transmission  report. A notice or demand sent by post is
         to be  treated  as  having  been  received  by you the day  after it is
         posted. Nothing in this clause 40. l affects our right to serve process
         in any other way permitted by law.

40.2     Service  is  effective  even if you or one of your  partners  is  dead,
         incompetent,    absent   from   the   jurisdiction,    under   external
         administration, in receivership, in the course of liquidation, or wound
         up. It is effective  despite anything else, as well.  Service on one of
         you is service on all of you.

40.3     A notice  from you to us must be in writing  and  signed by you,  by an
         officer of yours or someone claiming to be an officer of yours, or by a
         person authorised under clause 37. You must deliver the notice to us at
         our +principal office.

40.4     A  specification  under clause l may be oral and may be given to you or
         to anyone  who is, or claims to be, an  officer,  employee  or agent of
         yours,  or  a  person   authorised  under  clause  37.  If  you  are  a
         partnership,  the notice  may be given to any  partner or to anyone who
         is, or claims to be, an officer,  employee or agent of the partnership,
         or a person authorised under clause 37.

41.      Governing Law and Courts

         This agreement is governed by the law of the State or Territory  stated
         in item 8. You submit to the  nonexclusive  jurisdiction  of the courts
         having jurisdiction in that State or Territory.


42.      Evidence

42 1     A  certificate  signed  by us or  one of our  +authorised  officers  in
         relation to an amount owing or anything  arising out of this  agreement
         is  conclusive  evidence of that  thing,  except in the case of obvious
         error.  You will not object to the  admissibility of such a certificate
         in any legal proceedings.

42.2     A decision by a court or arbitrator  (however  described) in any action
         between all or any of you or us, on the one hand,  and any +debtor,  on
         the other hand, in relation to any matters  concerning  the validity or
         enforceability  of any  Transferred  debt or its amount or balance,  is
         conclusive  evidence of those matters unless the decision is quashed or
         altered on appeal.


43.      Joint and Several Liability

         If you  comprise  more  than one  person,  each of you is bound by this
         agreement jointly and severally.

44.      Authority to Fill in Blanks, Entire Agreement and Severability

44. l    You irrevocably authorise us to fill in any blanks in the schedule.

+See definitions on pages 17 - 19




<PAGE>

                                      -16-

44.2     By signing  this  agreement  you  acknowledge  that it contains all the
         terms  of  the  agreement  between  you  and  us  with  respect  to the
         transactions  contemplated  by  this  agreement,  except  where  it  is
         expressly stated that additional terms will apply, and except for other
         documents  we are both  parties  to.  You are not  entitled  to rely on
         representations made by us or any of our officers, agents or employees,
         whether oral or in writing, prior to this agreement. This agreement may
         only be varied by a document signed by us and you.

44.3     If any clause or any part of any clause of this agreement is invalid or
         unenforceable, it is to be treated as not being part of the agreement.

44.4     This  agreement  may be  executed  in any number of  counterparts.  All
         counterparts taken together will constitute the one instrument.


45.      Legal and Financial Advice

         You acknowledge  that you have had the opportunity to take  independent
         legal and financial advice about your rights and obligations under this
         agreement,  and that we relied on this  acknowledgment in entering into
         this agreement.  We make no representations as to any taxation or other
         consequences which this agreement may have for you.

46.      Extended Obligations

46.1     If you are a trustee,  you are bound by this agreement both in your own
         right and as a trustee.

46.2     If this agreement imposes an obligation on you not to do something, you
         must make sure that no-one else does it either.

46.3     If this  agreement  imposes an obligation  on you to do something,  you
         must make sure that everyone does anything that is necessary for you to
         do that thing.


47.      Special Provisions

         The  provisions  (if  any)  in item 9  prevail  over  anything  in this
         agreement  that  is  inconsistent  with  them.  to  the  extent  of the
         inconsistency.


                        H. INTERPRETATION AND DEFINITIONS

48.      Interpretation

48.1     In this  agreement,  the table of contents and headings are for ease of
         reference only and do not affect the interpretation of it. The overview
         is not part of this agreement and does not affect the interpretation of
         it.

48.2     Words implying the singular include the plural and vice versa.

48.3     A reference to an item means an item in the schedule.

48.4     A reference to law includes a statute, regulation, statutory instrument
         and rule of common law or equity and any official directive.

48.5     A reference to cleared funds means  immediately  available  funds which
         the  recipient is able to deal with without  limitation as the absolute
         owner.

48.6     Where this agreement refers to our discretion,  that means our absolute
         unfettered discretion.

+See definitions on pages 17 - 19




<PAGE>

                                      -17-

48.7     A reference  to the  Corporations  Law or a provision  or it includes a
         modification or re-enactment of it, a provision  substituted for it and
         a regulation or statutory instrument issued under it.

48.8     Reference to any thing includes the whole and each part of it. The word
         "including"  when used to  introduce an item does not limit the meaning
         of the words to which the item relates to items of a similar kind.


49.      Definitions

Approved Debt means a  +transferred  debt which has not been  disapproved  by us
under clause 3.

Associate includes an Associated company, and any partner, director, shareholder
or employee of you or any of your  +associated  companies.  It also includes any
spouse, child, parent or sibling of you or any of those persons, and the manager
or  trustee  of any  trust  that is  +related  to  you,  and  the  trustee  of a
discretionary trust of which you or any of the other persons referred to in this
definition is a beneficiary.

Associated  Company means a +corporation which is a +subsidiary of you, of which
you are a  +subsidiary,  to which you are  +related,  which has  control of you,
which is  controlled  by you,  or which is  controlled  by a person  which  also
controls you. A +corporation is also an associated company if it holds, directly
or indirectly, voting shares that are more than 5% of your issued share capital;
or if you hold,  directly or indirectly,  voting shares that are more than 5% of
its issued share capital. A +corporation is also an associated company if any of
those conditions applied at any time during the previous year.

Authorised  Officers  means each of our directors and  secretaries,  each person
whose  title   includes   "manager",   "assistant   manager",   "secretary"   or
"accountant", and each person that we advise you is an authorised officer.

Contract  means the contract  (whether in writing or otherwise)  for the sale of
+goods or performance of +services.

Corporation means a corporation as defined in the Corporations Law, but includes
an exempt body as defined by section 66A of the Corporations Law.

Debenture  Deed means any document  under which you, or you and another  person,
give us a +security interest for the performance of this agreement.

Debtor  means the  person  who is  liable,  or who  should be  liable,  to pay a
+transferred debt.

Disapproved  Debt means a  +transferred  debt which has been  disapproved  by us
under clause 3.

Entity includes a natural person,  firm,  partnership,  joint venture,  society,
trust (in each case  whether  or not  having  separate  legal  personality)  and
Corporation, and any other legal entity under any law.

Expected Rate of Return means the return we expect to make on +transferred debts
after taking into account all the direct and indirect costs we incur in relation
to dealing with those debts, including the cost of funds to purchase them.

Financial  Indebtedness  means any  indebtedness in respect of money borrowed or
raised,  and any financial  accommodation  of any kind. The  indebtedness may be
present or future. It may be actual or contingent. It includes the following:

(a)      a +guarantee,  negotiable  instrument,  other financial instrument,  or
         discounting arrangement.

(b)      an interest,  gold or currency  exchange,  hedge or other  arrangement,
         including a swap,  option,  futures  contract,  exchange  agreement and
         purchase agreement.

(c)      the par value,  premium and  dividend  (whether  declared  or not,  and
         whether  there are  sufficient  funds for payment or not) of a share or
         stock which is redeemable or subject to a +guarantee.

+See definitions on pages 17 - 19




<PAGE>

                                      -18-

(d)      indebtedness which applicable  accounting standards would require to be
         capitalised on a balance sheet.

(e)      the deferred purchase price of an asset,  service or work done, and any
         related obligation.

(f)      an obligation to deliver goods or other property,  or perform  services
         or work,  that have  been  paid for in  advance  by a  financier  or in
         relation to another financing transaction.

Goods,  in relation to a  +transferred  debt,  means the property sold, or which
should have been sold, by you to the +debtor, the sale of which gave rise to, or
should have given rise to, the debt.

Guarantee  means a guarantee,  indemnity,  guarantee  and  indemnity,  letter of
credit, legally binding letter of comfort or suretyship, or any other obligation
(including  an  irrevocable  offer) of any kind at all,  whatever  its nature or
title. It must be one under which the +guarantor is to pay,  purchase,  +provide
funds, or to be responsible in any other way for any of the following:

(a)      an obligation or indebtedness of another person.

(b)      a dividend, distribution,  capital or premium on shares, stock or other
         interests.

(c)      the insolvency or financial condition of another person.

Guarantor means a person who has provided,  or should have provided a +guarantee
in our favour in relation to your obligations under this agreement.

Invoice, in relation to a +transferred debt, means the document addressed by you
to the  +debtor  which  evidences  that debt and  specifies  the +goods  sold or
+services performed for which the +debtor is to pay and the terms of payment.
Month means calendar month.

Net Value means the gross amount charged (including any tax or charge), less any
allowances,  discounts or credits  allowed to the +debtor before the transfer of
the debt to us.

Percentage,  where  it  refers  to an  annual  percentage  rate,  means  a  rate
calculated on the basis of a 365 day year.

Prevailing Rate means the annual +percentage which we decide is equal to the sum
of the rate specified in item 4(j) and the highest of the prevailing prime rates
of Westpac Banking Corporation,  Australia and New Zealand Banking Group Limited
and National Australia Bank Limited. We are entitled to adjust that rate (or the
way it is  calculated)  if we consider  this  necessary  in order to achieve our
+expected rate of return.

Principal  Office means our  principal  address  specified in item l(b),  or any
substitute address which we specify

Provide  Funds  means  provide  funds by advance  of money,  by  purchase  of or
subscription for shares or other  securities,  by purchase of assets,  rights or
services, and by any other means.

Recourse  Date, in relation to a +transferred  debt,  means the day which is the
number of days  specified  in item 4(g) from the end of the  +month in which the
+transferred debt arose.

Related, in relation to a corporation, means a related body corporate within the
meaning  of  section  50  of  the  Corporations  Law,  but  on  the  basis  that
"subsidiary"  has the meaning  given  below and "body  corporate"  includes  any
+entity.

Security Interest includes any kind of oral or written mortgage,  pledge,  lien,
charge. encumbrance,  hypothecation, security interest, preferential interest or
any other arrangement  having  substantially  the same economic effect;  and any
right of, or  arrangement  with,  a  creditor  to have its claims  satisfied  in
priority to other  creditors  with, or from the proceeds of, any asset.  It also
includes retention of title and a deposit of money by way of security.  However,
it does  not  include  a  charge  or lien  arising  in  favour  of a  government
department  or agency by  operation  of  statute,  unless  there is a default in
payment of money secured by that charge or lien.

+See definitions on pages 17 - 19




<PAGE>

                                      -19-

Services,  in relation to a +transferred  debt, means the services  performed or
work done, or which should have been  performed or done, by you for the +debtor,
the performance of which gave rise to, or should have given rise to, the debt.

Subsidiary, in relation to a Corporation,  means a subsidiary within the meaning
of section 46 of the Corporations Law, However,  an +entity is also a subsidiary
of an +entity if it is controlled by that +entity. In addition, a trust may be a
subsidiary (in which case, a unit or other beneficial interest Is to be regarded
as a share); and an +entity may be a subsidiary of a trust if it would have been
a subsidiary if that trust were a Corporation.

Trading  Debt means an  existing or future  right to receive  payment for +goods
sold by you and  accepted by the  purchaser  or an  existing or future  right to
receive  payment for +services  which have been  performed by you.  Trading debt
includes all other rights which you may have in respect of any such  transaction
and in respect of any +goods which are the subject of any such transaction;  and
interest and costs recoverable from the +debtor.  However, it does not include a
right to payment under a transaction which was not at arm's length; or which was
with an +associate of yours.  It also does not include sales based on letters of
credit (other than standby letters of credit),  cash against  documents,  or any
kind of sales for cash.  The name or style  under  which  you were  trading  and
whether the debt  actually  arose in the course of the  business  referred to in
item I (d), is irrelevant.

Transferred  Debt means a +trading debt which you transfer or should transfer to
us.

+See definitions on pages 17 - 19